Registration No. 2-94157/811-04146
As filed with the Securities and Exchange Commission on February 13, 2007

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-1A

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 72

and

THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 73


JOHN HANCOCK TRUST
(Exact Name of Registrant as Specified in Charter)

601 Congress Street
Boston, Massachusetts 02210
(Address of Principal Executive Offices)


                                Thomas M. Kinzler
                                    Secretary
                               John Hancock Trust
                               601 Congress Street
                           Boston, Massachusetts 02210
                     (Name and Address of Agent for Service)

                                   Copies to:

John W. Blouch                    Mark Goshko
Dykema Gossett PLLC               Kirkpatrick & Lockhart Preston Gates Ellis LLP
Franklin Square, Suite 300 West   State Street Financial Center
13001 I Street, N.W.         1    Lincoln Street
Washington D.C. 20005-3306        Boston, MA 02111-2950

                                   ----------

It is proposed that this filing will become effective:

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[X] on (April 30, 2007) pursuant to paragraph (a)(2)

[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.


PART A

Prospectus


JOHN HANCOCK TRUST
601 Congress Street, Boston, Massachusetts 02210

THE INFORMATION IN THIS PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

John Hancock Trust ("JHT" or the "Trust") is an open-end management investment company, commonly known as a mutual fund. Shares of JHT are not offered directly to the public but are sold only to insurance companies and their separate accounts as the underlying investment medium for variable contracts. JHT provides a range of investment objectives through 110 separate investment portfolios or funds (each a "Fund," collectively "Funds," or sometimes, in the case of a fund of funds, a "Portfolio"). The names of these Funds are as follows:

ABSOLUTE RETURN TRUST
ACTIVE BOND TRUST
ALL CAP CORE TRUST
ALL CAP GROWTH TRUST
ALL CAP VALUE TRUST
AMERICAN ASSET ALLOCATION TRUST
AMERICAN BLUE CHIP INCOME AND GROWTH TRUST
AMERICAN BOND TRUST
AMERICAN GLOBAL GROWTH TRUST
AMERICAN GLOBAL SMALL CAPITALIZATION TRUST
AMERICAN GROWTH TRUST
AMERICAN GROWTH-INCOME TRUST
AMERICAN HIGH-INCOME BOND TRUST
AMERICAN INTERNATIONAL TRUST
AMERICAN NEW WORLD TRUST
BLUE CHIP GROWTH TRUST
BOND INDEX TRUST A
BOND INDEX TRUST B
CAPITAL APPRECIATION TRUST
CLASSIC VALUE TRUST
CORE BOND TRUST
CORE EQUITY TRUST
DYNAMIC GROWTH TRUST
EMERGING GROWTH TRUST
EMERGING MARKETS VALUE TRUST
EMERGING SMALL COMPANY TRUST
EQUITY-INCOME TRUST
FINANCIAL SERVICES TRUST
FOUNDING ALLOCATION TRUST
FUNDAMENTAL VALUE TRUST
GLOBAL ALLOCATION TRUST
GLOBAL BOND TRUST
GLOBAL REAL ESTATE TRUST
GLOBAL TRUST
GROWTH TRUST
GROWTH & INCOME TRUST
GROWTH OPPORTUNITIES TRUST
HEALTH SCIENCES TRUST

1

HIGH INCOME TRUST
HIGH YIELD TRUST
INCOME TRUST
INCOME & VALUE TRUST
INDEX 500 TRUST
INDEX 500 TRUST B
INDEX ALLOCATION TRUST
INTERNATIONAL CORE TRUST
INTERNATIONAL EQUITY INDEX TRUST A
INTERNATIONAL EQUITY INDEX TRUST B
INTERNATIONAL GROWTH TRUST
INTERNATIONAL OPPORTUNITIES TRUST
INTERNATIONAL SMALL CAP TRUST
INTERNATIONAL SMALL COMPANY TRUST
INTERNATIONAL VALUE TRUST
INTRINSIC VALUE TRUST
INVESTMENT QUALITY BOND TRUST
LARGE CAP TRUST
LARGE CAP VALUE TRUST
LIFESTYLE AGGRESSIVE TRUST
LIFESTYLE BALANCED TRUST
LIFESTYLE CONSERVATIVE TRUST
LIFESTYLE GROWTH TRUST
LIFESTYLE MODERATE TRUST
MANAGED TRUST
MID CAP INDEX TRUST
MID CAP INTERSECTION TRUST
MID CAP STOCK TRUST
MID CAP VALUE EQUITY TRUST
MID CAP VALUE TRUST
MID VALUE TRUST
MONEY MARKET TRUST
MONEY MARKET TRUST B
MUTUAL SHARES TRUST
NATURAL RESOURCES TRUST
OVERSEAS EQUITY TRUST
PACIFIC RIM TRUST
QUANTITATIVE ALL CAP TRUST
QUANTITATIVE MID CAP TRUST
QUANTITATIVE VALUE TRUST
REAL ESTATE EQUITY TRUST
REAL ESTATE SECURITIES TRUST
REAL RETURN BOND TRUST
SCIENCE & TECHNOLOGY TRUST
SHORT-TERM BOND TRUST
SMALL CAP TRUST
SMALL CAP GROWTH TRUST
SMALL CAP INDEX TRUST
SMALL CAP INTRINSIC VALUE TRUST
SMALL CAP OPPORTUNITIES TRUST
SMALL CAP VALUE TRUST
SMALL COMPANY TRUST

2

SMALL COMPANY GROWTH TRUST
SMALL COMPANY VALUE TRUST
SPECIAL VALUE TRUST
SPECTRUM INCOME TRUST
STRATEGIC BOND TRUST
STRATEGIC INCOME TRUST
STRATEGIC OPPORTUNITIES TRUST
TOTAL RETURN TRUST
TOTAL STOCK MARKET INDEX TRUST
U.S. CORE TRUST
U.S. GLOBAL LEADERS GROWTH TRUST
U.S. GOVERNMENT SECURITIES TRUST
U.S. HIGH YIELD BOND TRUST
U.S. LARGE CAP TRUST
U.S. MULTI SECTOR TRUST
UTILITIES TRUST
VALUE TRUST
VALUE & RESTRUCTURING TRUST
VALUE OPPORTUNITIES TRUST
VISTA TRUST

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON, INCLUDING ANY DEALER OR SALESPERSON, HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, UNLESS THE INFORMATION OR REPRESENTATION IS SET FORTH IN THIS PROSPECTUS. IF ANY SUCH INFORMATION OR REPRESENTATION IS GIVEN, IT SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY JHT, THE ADVISER OR ANY SUBADVISERS TO JHT OR THE PRINCIPAL UNDERWRITER OF THE SHARES. THIS PROSPECTUS IS NOT AN OFFER TO SELL SHARES OF JHT IN ANY STATE WHERE SUCH OFFER OR SALE WOULD BE PROHIBITED.

The date of this Prospectus is May 1, 2007

3

JOHN HANCOCK TRUST

TABLE OF CONTENTS

FUND DESCRIPTIONS:........................................................     7
INVESTMENT OBJECTIVES AND STRATEGIES, RISKS,..............................     7
PERFORMANCE AND FINANCIAL HIGHLIGHTS......................................     7
SMALL CAP FUNDS...........................................................    20
   EMERGING GROWTH TRUST..................................................    20
   EMERGING MARKETS VALUE TRUST...........................................    22
   EMERGING SMALL COMPANY TRUST...........................................    25
   SMALL CAP TRUST........................................................    27
   SMALL CAP GROWTH TRUST.................................................    29
   SMALL CAP INTRINSIC VALUE TRUST........................................    31
   SMALL CAP OPPORTUNITIES TRUST..........................................    32
   SMALL CAP VALUE TRUST..................................................    34
   SMALL COMPANY TRUST....................................................    36
   SMALL COMPANY GROWTH TRUST.............................................    38
   SMALL COMPANY VALUE TRUST..............................................    40
   SPECIAL VALUE TRUST....................................................    42
   VALUE OPPORTUNITIES TRUST..............................................    44
MID CAP FUNDS.............................................................    46
   DYNAMIC GROWTH TRUST...................................................    46
   GROWTH OPPORTUNITIES TRUST.............................................    48
   MID CAP INTERSECTION TRUST.............................................    50
   MID CAP STOCK TRUST....................................................    51
   MID CAP VALUE TRUST....................................................    53
   MID CAP VALUE EQUITY TRUST.............................................    55
   MID VALUE TRUST........................................................    57
   QUANTITATIVE MID CAP TRUST.............................................    59
   VALUE TRUST............................................................    61
   VISTA TRUST............................................................    63
LARGE CAP FUNDS...........................................................    65
   ALL CAP CORE TRUST.....................................................    65
   ALL CAP GROWTH TRUST...................................................    67
   ALL CAP VALUE TRUST....................................................    69
   BLUE CHIP GROWTH TRUST.................................................    71
   CAPITAL APPRECIATION TRUST.............................................    74
   CLASSIC VALUE TRUST....................................................    76
   CORE EQUITY TRUST......................................................    78
   EQUITY-INCOME TRUST....................................................    80
   FUNDAMENTAL VALUE TRUST................................................    82
   GROWTH TRUST...........................................................    84
   U.S. CORE TRUST........................................................    86
   GROWTH & INCOME TRUST..................................................    88
   INTRINSIC VALUE TRUST..................................................    90
   LARGE CAP TRUST........................................................    92
   LARGE CAP VALUE TRUST..................................................    94
   QUANTITATIVE ALL CAP TRUST.............................................    96
   QUANTITATIVE VALUE TRUST...............................................    98
   STRATEGIC OPPORTUNITIES TRUST..........................................   100
   U.S. GLOBAL LEADERS GROWTH TRUST.......................................   102
   U.S. LARGE CAP TRUST...................................................   104
   U.S. MULTI SECTOR TRUST................................................   106
   VALUE & RESTRUCTURING TRUST............................................   107

4

INTERNATIONAL FUNDS.......................................................   108
   GLOBAL TRUST...........................................................   108
   INTERNATIONAL GROWTH TRUST.............................................   110
   INTERNATIONAL OPPORTUNITIES TRUST......................................   112
   INTERNATIONAL SMALL CAP TRUST..........................................   114
   INTERNATIONAL SMALL COMPANY TRUST......................................   116
   INTERNATIONAL CORE TRUST...............................................   118
   INTERNATIONAL VALUE TRUST..............................................   120
   OVERSEAS EQUITY TRUST..................................................   122
   PACIFIC RIM TRUST......................................................   124
FIXED INCOME FUNDS........................................................   126
   ACTIVE BOND TRUST......................................................   126
   CORE BOND TRUST........................................................   129
   GLOBAL BOND TRUST......................................................   130
   HIGH INCOME TRUST......................................................   132
   INCOME TRUST...........................................................   134
   HIGH YIELD TRUST.......................................................   135
   INVESTMENT QUALITY BOND TRUST..........................................   137
   MONEY MARKET TRUST.....................................................   139
   MONEY MARKET TRUST B...................................................   139
   REAL RETURN BOND TRUST.................................................   142
   SHORT-TERM BOND TRUST..................................................   144
   SPECTRUM INCOME TRUST..................................................   146
   STRATEGIC BOND TRUST...................................................   148
   STRATEGIC INCOME TRUST.................................................   151
   TOTAL RETURN TRUST.....................................................   153
   U.S. GOVERNMENT SECURITIES TRUST.......................................   155
   U.S. HIGH YIELD BOND TRUST.............................................   157
HYBRID FUNDS..............................................................   159
   GLOBAL ALLOCATION TRUST................................................   159
   INCOME & VALUE TRUST...................................................   162
   MANAGED TRUST..........................................................   164
SPECIALTY FUNDS...........................................................   166
   FINANCIAL SERVICES TRUST...............................................   166
   GLOBAL REAL ESTATE TRUST...............................................   168
   HEALTH SCIENCES TRUST..................................................   170
   MUTUAL SHARES TRUST....................................................   172
   NATURAL RESOURCES TRUST................................................   174
   REAL ESTATE EQUITY TRUST...............................................   176
   REAL ESTATE SECURITIES TRUST...........................................   178
   SCIENCE & TECHNOLOGY TRUST.............................................   181
   UTILITIES TRUST........................................................   184
   ABSOLUTE RETURN TRUST..................................................   187
FUND OF FUNDS.............................................................   190
   INDEX ALLOCATION TRUST.................................................   190
   FOUNDING ALLOCATION TRUST..............................................   192
   THE LIFESTYLE TRUSTS...................................................   194
   Lifestyle Aggressive...................................................   194
   Lifestyle Growth.......................................................   194
   Lifestyle Balanced.....................................................   194
   Lifestyle Moderate.....................................................   194
   Lifestyle Conservative.................................................   194
INDEX FUNDS...............................................................   199
   SMALL CAP INDEX TRUST..................................................   199
   MID CAP INDEX TRUST....................................................   199

5

   TOTAL STOCK MARKET INDEX TRUST.........................................   199
   INDEX 500 TRUST........................................................   199
   INDEX 500 TRUST B (NAV Shares Only)....................................   199
   INTERNATIONAL EQUITY INDEX TRUST A.....................................   204
   INTERNATIONAL EQUITY INDEX TRUST B.....................................   204
   BOND INDEX TRUST A.....................................................   207
   BOND INDEX TRUST B.....................................................   207
AMERICAN FEEDER FUNDS.....................................................   209
   AMERICAN ASSET ALLOCATION TRUST........................................   209
   AMERICAN BLUE CHIP INCOME AND GROWTH TRUST.............................   209
   AMERICAN BOND TRUST....................................................   209
   AMERICAN GLOBAL GROWTH TRUST...........................................   209
   AMERICAN GLOBAL SMALL CAPITALIZATION TRUST.............................   209
   AMERICAN GROWTH TRUST..................................................   209
   AMERICAN GROWTH-INCOME TRUST...........................................   209
   AMERICAN HIGH-INCOME BOND TRUST........................................   209
   AMERICAN INTERNATIONAL TRUST...........................................   209
   AMERICAN NEW WORLD TRUST...............................................   209
ADDITIONAL INFORMATION ABOUT..............................................   229
THE FUNDS' RISKS AND INVESTMENT POLICIES..................................   229
RISKS OF INVESTING IN CERTAIN TYPES OF SECURITIES.........................   229
ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENT POLICIES...............   236
   Hedging and Other Strategic Transactions...............................   236
MANAGEMENT OF JHT.........................................................   239
ADVISORY ARRANGEMENTS.....................................................   239
MULTICLASS PRICING; RULE 12B-1 PLANS......................................   288
GENERAL INFORMATION.......................................................   289
   Taxes..................................................................   289
   Qualification as a Regulated Investment Company........................   290
   Diversification Requirements Applicable to Insurance Company Separate
      Accounts............................................................   290
   Foreign Investments....................................................   291
   Tax Implications for Insurance Contracts With Investments Allocated to
      JHT.................................................................   291
   Dividends..............................................................   291
   Purchase and Redemption of Shares......................................   291
   Disruptive Short Term Trading..........................................   293
   Policy Regarding Disclosure of Trust Portfolio Holdings................   294
   Purchasers of Shares of JHT............................................   294
   Broker Compensation and Revenue Sharing Arrangements...................   294
APPENDIX A................................................................   296
LIFESTYLE TRUSTS, FOUNDING ALLOCATION TRUST AND ABSOLUTE RETURN TRUST.....   296
APPENDIX B................................................................   308
INDEX ALLOCATION TRUST....................................................   308
APPENDIX C................................................................   309
FOUNDING ALLOCATION TRUST.................................................   309
FINANCIAL HIGHLIGHTS......................................................   315
FOR MORE INFORMATION......................................................   316

6

FUND DESCRIPTIONS:

INVESTMENT OBJECTIVES AND STRATEGIES, RISKS,
PERFORMANCE AND FINANCIAL HIGHLIGHTS

JHT is a series trust which currently has 110 separate investment Portfolios or Funds (the "Fund" or "Funds"). The investment objectives, principal investment strategies and principal risks of the Funds are set forth in the fund descriptions below, together with performance information and financial highlights for each fund. Each of the American Asset Allocation Trust, American Blue Chip Income and Growth Trust, American Bond Trust, American Global Growth Trust, American Global Small Capitalization Trust, American Growth Trust, American Growth-Income Trust, American High-Income Bond Trust, American International Trust and American New World Trust operates as a "feeder fund" which means that the Portfolio does not buy investment securities directly. Instead, it invests in a "master fund" which in turn purchases investment securities. The prospectus of the master fund for each of these feeder funds will be delivered together with this prospectus.

INVESTMENT MANAGEMENT

John Hancock Investment Management Services, LLC (the "Adviser") is the investment adviser to JHT and the Funds. The Adviser administers the business and affairs of JHT and retains and compensates the investment subadvisers which manage the assets of the Funds. The subadvisers formulate a continuous investment program for the Funds, consistent with their investment goals and policies. The Adviser and subadvisers are registered as investment advisers under the Investment Advisers Act of 1940, as amended, or are exempt from such registration. The Adviser is a wholly-owned subsidiary of Manulife Financial Corporation ("MFC"), a publicly traded company based in Toronto, Canada. MFC and its subsidiaries operate as "Manulife Financial" in Canada and Asia and primarily as "John Hancock" in the U.S.

INVESTMENT OBJECTIVES AND STRATEGIES

Each Fund has a stated investment objective which it pursues through separate investment strategies or policies. The investment objective is nonfundamental (meaning that it may be changed without the approval of the shareholders of the Fund). There can be no assurance that a Fund will achieve its investment objective. The differences in objectives and policies among the Funds can be expected to affect the return of each Fund and the degree of market and financial risk to which each Fund is subject. See "Additional Information About the Funds' Risks and Investment Policies."

ADDITIONAL INVESTMENT POLICIES

TEMPORARY DEFENSIVE INVESTING. Except as otherwise stated below in the description of a particular Fund, during unusual or unsettled market conditions, for purposes of meeting redemption requests, or pending investment of its assets, each Fund may invest all or a portion of its assets in cash and securities that are highly liquid, including (a) high quality money market instruments such as short-term U.S. government obligations, commercial paper, repurchase agreements or other cash equivalents and (b) securities of other investment companies that are money market funds. In the case of Funds investing extensively in foreign securities, these investments may be denominated in either U.S. or non-U.S. dollars and may include debt of foreign corporations and governments and debt of supranational organizations. To the extent a Fund is in a defensive position, its ability to achieve its investment objective will be limited.

USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. Except as otherwise stated below in the description of a particular Fund, each Fund is authorized to use all of the various investment strategies referred to under "Hedging and Other Strategic Transactions". More complete descriptions of options, futures currency and other derivative transactions are set forth in the Statement of Additional Information (the "SAI").

More complete descriptions of the money market instruments and certain other instruments in which certain Funds may invest and of the options, futures, currency and other derivative transactions that certain Funds may engage in are set forth in the SAI. A more complete description of the debt security ratings used by the JHT assigned by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's ("S&P") is included in Appendix I of the SAI.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

7

Certain risks of investing in each Fund are set forth in the Fund's description. If these risks materialize, an investor could lose money in a Fund. The following and other risks are more fully described below under "Additional Information About the Funds' Risks and Investment Policies."

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Equity Securities Risk

- Exchange Traded Funds ("ETFs") Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Index Management Risk

- Industry or Sector Investing Risk

- Initial Public Offerings ("IPOs") Risk

- Investment Company Securities Risk

- Issuer Risk

- Liquidity Risk

- Mortgage-Backed and Asset-Backed Securities Risk

- Non-Diversified Fund Risk

- Real Estate Securities Risk

- Risk Arbitrage Securities and Distressed Companies

- Short Sale Risk

- Small and Medium Size Companies Risk

- Stripped Securities Risk

An investment in any of the Funds is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

PERFORMANCE INFORMATION FOR EACH FUND

Each Fund description contains a bar chart and a performance table which provide some indication of the risks of investing in the Fund.

BAR CHART. The bar chart shows changes in the performance of Series I and
[Series II] shares of each Fund from year to year over a ten-year period. [The performance of Series II shares of each Fund would be lower due to the higher Rule 12b-1 fees.] The performance of NAV shares of each Fund would be higher since NAV shares do not have Rule 12b-1 fees. Funds with less than ten years of performance history show performance from the inception date of the Fund.

PERFORMANCE TABLE. The table compares each Fund's one, five and ten year average annual returns as of December 31, 2006 for each series of shares to those of a broad measure or index of market performance. If the period since inception of the Fund is less than one year, the performance shown will be the actual total return rather than an annualized total return.

Performance information in the Bar Chart and the Performance Table reflects all fees charged to each Fund such as advisory fees and all Fund expenses. None of the Funds charges a sales load or a surrender fee. The performance information does not reflect the fees and expenses, including any sales loads or surrender charges, of any variable insurance contract, which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower.

PORTFOLIO MANAGERS

See "Subadviser Arrangements and Management Biographies" for information relating to the Funds' portfolio managers.

FEES AND EXPENSES FOR EACH FUND

Each of the JHT Funds (except the Trust Feeder Funds) may issue three classes of shares: NAV Shares, Series I shares and Series II shares. The Trust Feeder Funds may issue Series I shares, Series II shares and Series III shares. The different share classes have different expense arrangements, including different Rule 12b-1 fees for Series I, Series II and Series III. (NAV shares are not subject to Rule 12b-1 fees.). Each class of shares is the same except for differences in class expenses, including different Rule 12b-1 fees, and certain voting rights with respect to matters affecting only one or more classes as described under "Multiple Classes of Shares." The table below describes the fees and expenses for each class of shares of each Fund of JHT offered through this Prospectus. The fees and expenses do not reflect the fees and expenses of any variable insurance contract, which may use the Trust as its underlying investment medium and would be higher if they did. Such fees and expenses are listed in the prospectus for the variable insurance contract. None of the Funds charges a sales load or surrender fee although these fees may be imposed by the variable insurance contract.

8

None of the Funds charges a sales load or surrender fee although these fees may be imposed by the variable insurance contract.

TRUST ANNUAL EXPENSES

(as a percentage of JHT's average net assets for the fiscal year ended December 31, 2006)

                                                                           ACQUIRED
                                                                          FUND FEES
                                                                OTHER        AND
                                                              EXPENSES   EXPENSES(1)      TOTAL JHT ANNUAL
                                               12B-1 FEES        NAV         NAV            EXPENSES(2)
                                            ---------------    SERIES       SERIES     ---------------------
                               MANAGEMENT   SERIES   SERIES   I&SERIES     I&SERIES          SERIES   SERIES
FUND                              FEES         I       II        II           II       NAV      I       II
----                           ----------   ------   ------   --------   -----------   ---   ------   ------
Index 500
Absolute Return
Active Bond
All Cap Core
All Cap Growth
All Cap Value
Blue Chip Growth
Bond Index A
Capital Appreciation
Classic Value
Core Bond
Core Equity
Dynamic Growth
Emerging Growth
Emerging Small Company
Emerging Markets Value
Equity-Income
Financial Services(7)
Founding Allocation(13)
Fundamental Value(7)
Global
Global Allocation
Global Bond
Global Real Estate
Growth
U.S. Core
Growth & Income
Growth Opportunities
Health Sciences
High Income
High Yield
Income
Income & Value
International Equity Index A
International Growth
International Opportunities
International Small Cap
International Small Company
International Core
International Value
Intrinsic Value
Investment Quality Bond

9

                                                                           ACQUIRED
                                                                          FUND FEES
                                                                OTHER        AND
                                                              EXPENSES   EXPENSES(1)      TOTAL JHT ANNUAL
                                               12B-1 FEES        NAV         NAV            EXPENSES(2)
                                            ---------------    SERIES       SERIES     ---------------------
                               MANAGEMENT   SERIES   SERIES   I&SERIES     I&SERIES          SERIES   SERIES
FUND                              FEES         I       II        II           II       NAV      I       II
----                           ----------   ------   ------   --------   -----------   ---   ------   ------
Large Cap
Large Cap Value
Managed
Mid Cap Index
Mid Cap Intersection
Mid Cap Stock
Mid Cap Value
Mid Cap Value Equity
Mid Value
Money Market
Mutual Shares
Natural Resources
Overseas Equity
Pacific Rim
Quantitative All Cap
Quantitative Mid Cap
Quantitative Value
Real Estate Equity
Real Estate Securities
Real Return Bond
Science & Technology
Short-Term Bond
Small Cap
Small Cap Growth
Small Cap Index
Small Cap Intrinsic Value
Small Cap Opportunities
Small Cap Value
Small Company
Small Company Growth
Small Company Value
Special Value
Spectrum Income
Strategic Bond
Strategic Income
Strategic Opportunities
Total Return
Total Stock Market Index
U.S. Global Leaders Growth
U.S. Government Securities
U.S. High Yield Bond
U.S. Large Cap
U.S. Multi Sector
Utilities
Value
Value & Restructuring
Value Opportunities
Vista

10

                                                                           ACQUIRED
                                                                          FUND FEES
                                                                OTHER        AND
                                                              EXPENSES   EXPENSES(1)      TOTAL JHT ANNUAL
                                               12B-1 FEES        NAV         NAV            EXPENSES(2)
                                            ---------------    SERIES       SERIES     ---------------------
                               MANAGEMENT   SERIES   SERIES   I&SERIES     I&SERIES          SERIES   SERIES
FUND                              FEES         I       II        II           II       NAV      I       II
----                           ----------   ------   ------   --------   -----------   ---   ------   ------
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust

                                                                           ACQUIRED
                                                                          FUND FEES
                                                                OTHER        AND
                                                              EXPENSES   EXPENSES(1)      TOTAL JHT ANNUAL
                                               12B-1 FEES        NAV         NAV            EXPENSES(2)
                                            ---------------    SERIES       SERIES     ---------------------
                               MANAGEMENT   SERIES   SERIES   I&SERIES     I&SERIES          SERIES   SERIES
FUND                              FEES         I       II        II           II       NAV      I       II
----                           ----------   ------   ------   --------   -----------   ---   ------   ------
Index Allocation(9)

                      MANAGEMENT
                         FEES             12B-1 FEES                 EXPENSES          ANNUAL EXPENSES
                        OF THE     ------------------------   ---------------------   -------------------
                        MASTER     SERIES   SERIES   SERIES   SERIES I &    SERIES    SERIES I &   SERIES
FUND                     FUNDS        I       II       III     SERIES II      III      SERIES II     III
----                  ----------   ------   ------   ------   ----------   --------   ----------   ------
American Asset                                        0.25%
   Allocation
   Trust(6)                %        0.60%    0.75%             [_____]%    [_____]%        %          %

American Blue                                         0.25%
   Chip Income
   and Growth
   Trust(6)                %        0.60%    0.75%             [_____]%    [_____]%        %          %

American Bond                                         0.25%
   Trust(6)                %        0.60%    0.75%             [_____]%    [_____]%        %          %

American Global                                       0.25%
   Growth Trust(6)         %        0.60%    0.75%             [_____]%    [_____]%        %          %

American Global                                       0.25%
   Small
   Capitalization
   Trust(6)                %        0.60%    0.75%             [_____]%    [_____]%        %          %

American                                              0.25%
   Growth Trust (6)        %        0.60%    0.75%             [_____]%    [_____]%        %          %

American                                              0.25%
   Growth-Income
   Trust(6)                %        0.60%    0.75%             [_____]%    [_____]%        %          %

American High-                                        0.25%
   Income Bond
   Trust(6)                %        0.60%    0.75%             [_____]%    [_____]%        %          %

American                   %        0.60%    0.75%    0.25%    [_____]%    [_____]%        %          %
   International
   Trust(6)

American New                                          0.25%
   World Trust(6)          %        0.60%    0.75%             [_____]%    [_____]%        %          %

11

                                                        ACQUIRED       TOTAL
                                                          FUND          JHT
                                             OTHER      FEES AND       ANNUAL
                                           EXPENSES     EXPENSES    EXPENSES(1)          FEE
                                          NAV SERIES   NAV SERIES       NAV             WAIVER
                             MANAGEMENT        I           I          SERIES I       (OR EXPENSE
FUND                            FEES       SERIES II   SERIES II    SERIES II     REIMBURSEMENT)(8)
----                         ----------   ----------   ----------   -----------   -----------------
Money Market Trust B
500 Index Trust B
International Equity Index
   Trust B
Bond Index Trust B

(1) The "Total Fund Annual Expenses" include fees and expenses incurred indirectly by a Fund as a result of its investment in other investment companies (each, an "Acquired Fund"). The Total Fund Annual Expenses shown may not correlate to the Fund's ratio of expenses to average net assets shown in the "Financial Highlights" section, which does not include Acquired Fund fees and expenses. Acquired Fund Fees and Expenses are estimated, not actual, amounts based on the Fund's current fiscal year.

(2) Each of the Lifestyle Trusts may invest in all the other Funds in the Trust except the American Feeder Trusts and the Index Allocation Trust (the "Underlying Funds").

(3) T. Rowe Price has voluntarily agreed to waive a portion of its subadvisory fee for the Blue Chip Growth Trust, Equity-Income Trust, Health Sciences Trust, Mid Value Trust, Science & Technology Trust, Small Company Value Trust, Spectrum Income Trust and Real Estate Equity Trust. This waiver is based on the combined average daily net assets of these Funds and the following funds of John Hancock Funds II: Blue Chip Growth Fund, Equity-Income Fund, Health Sciences Fund, Science & Technology Fund, Small Company Value Fund, Spectrum Income Fund and Real Estate Equity Fund (collectively, the "T. Rowe Portfolios"). The Adviser has also voluntarily agreed to reduce the advisory fee for each T. Rowe Portfolio by the amount that the subadvisory fee is reduced. This voluntary fee waiver may be terminated at any time by T. Rowe Price or the Adviser.

(4) Effective December 9, 2003, due to a decrease in the subadvisory fees for the Global Trust and the International Value Trust, the Adviser voluntarily agreed to waive its advisory fees so that the amount retained by the Adviser after payment of the subadvisory fees for each such [portfolio] does not exceed 0.35% (0.45% effective April 29, 2005) of the [portfolio]'s average net assets. For the year ended December 31, 2006, the effective annual advisory fee reflecting these waivers for the Global Trust and the International Value Trust was 0.77% and 0.78%, respectively. These advisory fee waivers may be rescinded at any time.

(5) Reflects the aggregate annual operating expenses of each fund and its corresponding master fund. The American Blue Chip Income and Growth Trust, American Bond Trust, American Growth-Income Trust, American Growth Trust and the American International Trust are not subject to a Rule 12b-1 fee but each invest in Class 2 shares of the corresponding master fund in the American Funds Insurance Series ("AFIS") which is subject to a 0.25% Rule 12b-1 fee. The table reflect this 0.25% Rule 12b-1 fee of the AFIS master fund. The American Asset Allocation Trust, the American Global Growth Trust, the American Global Small Cap Trust, the American High-Income Bond Trust and the American New World Trust are subject to a 0.25% Rule 12b-1 fee but invest in Class 1 shares of the corresponding master fund in AFIS which is not subject to a Rule 12b-1 fee.

12

Capital Research Management Company (the adviser to the master fund for each of the Funds) is waiving a portion of its management fee. The fees shown do not reflect the waiver. Please see the financial highlights table in the American Funds prospectus or annual report for further information.

(6) JHT sells these Funds only to certain variable life insurance and variable annuity separate accounts of John Hancock Life Insurance Company and its affiliates. Each Fund is subject to an expense cap pursuant to an agreement between JHT and the Adviser. The fees in the table reflect such expense cap. The expense cap is as follows: the Adviser has agreed to waive its advisory fee (or, if necessary, reimburse expenses of the Fund) in an amount so that the rate of the Fund's "Annual Operating Expenses" does not exceed the rate noted in the table above under "Net Trust Annual Expenses." A Fund's "Annual Operating Expenses" includes all of its operating expenses including advisory fees and Rule 12b-1 fees, but excludes taxes, brokerage commissions, interest, litigation and indemnification expenses and extraordinary expenses of the Fund not incurred in the ordinary course of the Fund's business. Under the Agreement, the Adviser's obligation to provide the expense cap with respect to a particular Fund will remain in effect until May 1, 2008 and will terminate after that date only if JHT, without the prior written consent of the Adviser, sells shares of the portfolio to (or has shares of the portfolio held by) any person other than the variable life insurance or variable annuity insurance separate accounts of John Hancock Life Insurance Company or any of its affiliates that are specified in the agreement.

(7) The Adviser has contractually agreed to reimburse expenses of the Index Allocation Trust that exceed 0.02% of the average annual net assets of the Index Allocation Trust (other than the Rule 12b-1 fees, class specific expenses (such as blue sky and transfer agency fees) and Underlying Portfolios expenses) until May 1, 2008. This reimbursement may be terminated any time after May 1, 2008. If the Adviser had not reimbursed such expenses, Other Expenses and Total Trust Annual Expenses would have been based on estimates of expenses for the current fiscal year. The Index Allocation Trust may invest in the 500 Index Trust, Mid Cap Index Trust, the Small Cap Index Trust, the International Equity Index Trust A and the Bond Index Trust A. The annual expenses for these Funds are set forth above.

(8) The Adviser has agreed until May 1, 2008 to reduce its advisory fee for a class of shares of the Absolute Return Trust in an amount equal to the amount by which the Expenses of the class of the Absolute Return Trust exceed the expense limit 0.05% of the average annual net assets of the Absolute Return Trust attributable to the class and, if necessary, to remit to that class of the Absolute Return Trust an amount necessary to ensure that such expenses do not exceed that expense limit. "Expenses" means all the expenses of a class of the Absolute Return Trust excluding: (a) advisory fees, (b) Rule 12b-1 fees, (c) Underlying Portfolio expenses, (d) transfer agency fees and service fees, (e) taxes, (f) portfolio brokerage commissions, (g) interest, and (h) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of JHT's business. This reimbursement may be terminated at any time after May 1, 2008.

(9) The Advisory fees were changed during the previous fiscal year. Rates shown reflect these new advisory fees.

(10) For Funds that have not started operations or have operations of less than six months as of December 31, 2006, expenses are based on estimates which reflect what actual expenses are expected to be incurred over the next year.

(11) The Found Allocation Trust is subject to an expense reimbursement as noted under "Advisory Fee Waivers and Expense Reimbursements." If expenses were not reimbursed, expenses would be higher.

EXAMPLE OF EXPENSES FOR EACH FUND

The Example is intended to help an investor compare the cost of investing in each Fund with the cost of investing in other mutual funds. The Example assumes that $10,000 is invested in a Fund for the times periods indicated and then all the shares are redeemed at the end of those periods. The Example also assumes that the investment has a 5% return each year, that a Fund's operating expenses remain the same and that no voluntary expense reimbursements

13

are reflected. The Example does not reflect the expenses of any variable insurance contract that may use a Fund as its underlying investment medium. If such expenses were reflected, the expense amounts shown would be higher. Although a particular investor's actual expenses may be higher or lower, based on these assumptions the expenses would be:

NAV SHARES

                                       1 YEAR   3 YEAR   5 YEAR   10 YEAR
FUND                                      $        $        $        $
----                                   ------   ------   ------   -------
500 Index
500 Index B
Absolute Return
Active Bond
All Cap Core
All Cap Growth
All Cap Value
Blue Chip Growth
Bond Index
Bond Index B
Capital Appreciation
Classic Value
Core Bond
Core Equity
Dynamic Growth
Emerging Growth
Emerging Small Company
Emerging Markets Value
Equity-Income
Financial Services
Founding Allocation
Fundamental Value
Global
Global Allocation
Global Bond
Global Real Estate
Growth
U.S. Core
Growth & Income
Growth Opportunities
Health Sciences
High Income
High Yield
Income
Income & Value
Index Allocation
International Equity Index A
International Equity Index B
International Growth
International Opportunities
International Small Cap
International Small Company
International Core
International Value
Intrinsic Value
Investment Quality Bond
Large Cap
Large Cap Value
Lifestyle Aggressive
Lifestyle Growth

14

Lifestyle Balanced
Lifestyle Moderate
Lifestyle Conservative
Managed
Mid Cap Index
Mid Cap Intersection
Mid Cap Stock
Mid Cap Value
Mid Cap Value Equity
Mid Value
Mutual Shares
Small Cap Intrinsic Value

SERIES I SHARES

                                       1 YEAR   3 YEAR   5 YEAR   10 YEAR
FUND                                      $        $        $        $
----                                   ------   ------   ------   -------
500 Index
Absolute Return
Active Bond
All Cap Core
All Cap Growth
All Cap Value
American Asset Allocation
American Blue Chip Income and Growth
American Bond
American Global Growth
American Global Small Cap
American Growth-Income
American High Income
American International
American Growth
American New World
Blue Chip Growth
Bond Index
Capital Appreciation
Classic Value
Core Bond
Core Equity
Dynamic Growth
Emerging Growth
Emerging Markets Value
Emerging Small Company
Equity-Income
Financial Services
Founding Allocation
Fundamental Value
Global
Global Allocation
Global Bond
Global Real Estate
Growth
U.S. Core
Growth & Income
Growth Opportunities
Health Sciences
High Income
High Yield
Income

15

                                       1 YEAR   3 YEAR   5 YEAR   10 YEAR
FUND                                      $        $        $        $
----                                   ------   ------   ------   -------
Income & Value
Index Allocation
International Equity Index A
International Growth
International Opportunities
International Small Cap
International Small Company
International Core
International Value
Intrinsic Value
Investment Quality Bond
Large Cap
Large Cap Value
Lifestyle Aggressive
Lifestyle Growth
Lifestyle Balanced
Lifestyle Moderate
Lifestyle Conservative
Managed
Mid Cap Index
Mid Cap Intersection
Mid Cap Stock
Mid Cap Value
Mid Cap Value Equity
Mid Value
Money Market
Mutual Shares
Natural Resources
Overseas Equity
Pacific Rim
Quantitative All Cap
Quantitative Mid Cap
Quantitative Value
Real Estate Equity
Real Estate Securities
Real Return Bond
Science & Technology
Short-Term Bond
Small Cap
Small Cap Growth
Small Cap Index
Small Cap Intrinsic
Small Cap Opportunities
Small Cap Value
Small Company
Small Company Growth
Small Company Value
Special Value
Spectrum Income
Strategic Bond
Strategic Income
Strategic Opportunities
Total Return
Total Stock Market Index
U.S. Global Leaders Growth
U.S. Government Securities
U.S. High Yield Bond
U.S. Large Cap

16

                                       1 YEAR   3 YEAR   5 YEAR   10 YEAR
FUND                                      $        $        $        $
----                                   ------   ------   ------   -------
U.S. Multi Sector
Utilities
Value
Value & Restructuring
Value Opportunities
Vista

SERIES II SHARES

                                       1 YEAR   3 YEAR   5 YEAR   10 YEAR
FUND                                      $        $        $        $
----                                   ------   ------   ------   -------
500 Index
Absolute Return
Active Bond
All Cap Core
All Cap Growth
All Cap Value
American Asset Allocation
American Blue Chip Income and Growth
American Bond
American Global Growth
American Growth
American Growth-Income
American High-Income
American International
American New World
American Small Cap
Blue Chip Growth
Bond Index
Capital Appreciation
Classic Value
Core Bond
Core Equity
Dynamic Growth
Emerging Growth
Emerging Markets Value
Emerging Small Company
Equity-Income
Financial Services
Founding Allocation
Fundamental Value
Global
Global Allocation
Global Bond
Global Real Estate
Growth
U.S. Core
Growth & Income
Growth Opportunities
Health Sciences
High Income
High Yield
Income
Income & Value
Index Allocation
International Equity Index A
International Growth

17

                                       1 YEAR   3 YEAR   5 YEAR   10 YEAR
FUND                                      $        $        $        $
----                                   ------   ------   ------   -------
International Opportunities
International Small Cap
International Small Company
International Core
International Value
Intrinsic Value
Investment Quality Bond
Large Cap
Large Cap Value
Lifestyle Aggressive
Lifestyle Growth
Lifestyle Balanced
Lifestyle Moderate
Lifestyle Conservative
Managed
Mid Cap Index
Mid Cap Intersection
Mid Cap Stock
Mid Cap Value
Mid Cap Value Equity
Mid Value
Money Market
Mutual Shares
Natural Resources
Overseas Equity
Pacific Rim
Quantitative All Cap
Quantitative Mid Cap
Quantitative Value
Real Estate Equity
Real Estate Securities
Real Return Bond
Science & Technology
Short-Term Bond
Small Cap
Small Cap Growth
Small Cap Index
Small Cap Intrinsic Value
Small Cap Opportunities
Small Cap Value
Small Company
Small Company Growth
Small Company Value
Special Value
Spectrum Income
Strategic Bond
Strategic Income
Strategic Opportunities
Total Return
Total Stock Market Index
U.S. Global Leaders Growth
U.S. Government Securities
U.S. High Yield Bond
U.S. Large Cap
U.S. Multi Sector
Utilities
Value
Value & Restructuring

18

                                       1 YEAR   3 YEAR   5 YEAR   10 YEAR
FUND                                      $        $        $        $
----                                   ------   ------   ------   -------
Value Opportunities
Vista

19

SMALL CAP FUNDS

EMERGING GROWTH TRUST

SUBADVISER:            MFC Global Investment Management (U.S.), LLC

INVESTMENT OBJECTIVE:  To seek superior long-term rates of return through
                       capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks to achieve
                       its objective by investing, primarily in high quality
                       securities (those with a proven track record of
                       performance and/or growth) and convertible instruments of
                       small-cap U.S. companies.

The Fund will focus on purchasing high quality securities of small-cap U.S. companies whose growth prospects are better than average because they have a unique product or a technology/service edge or an expanding market share.

The subadviser focuses on a universe of approximately 1000 leading emerging growth stocks (those with growth prospects that are expected to be better than average) derived through a host of considerations including: size, fundamental analysis, balance sheet and market share analysis, company and industry growth prospectus and management interviews. The manager then uses a proprietary, quantitative system to rank stocks based on a variety of financial measures. Top-ranked stocks meeting both fundamental and quantitative criteria will be considered for the Fund.

The Fund may invest in foreign securities and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date. Investments in foreign securities may include depositary receipts.

The Fund may invest in or use the following derivatives for hedging purposes in a manner consistent with the investment objective of the Fund and as permitted by applicable securities legislation: S&P Depository Receipts, Russell 2000 Growth Ishares (or similar types of ETFs), stock index futures contracts and options of stock index futures contracts. Such use would include the hedging of significant cash flows into or out of the Fund.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its net asset value ("NAV") and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- ETFs Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

20

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 11.97% (for the quarter ended 12/2004) and the lowest return was -6.19% (for the quarter ended 9/2004).

(PERFORMANCE GRAPH)

 6.9%   7.7%    %
2004   2005   2006

                                ONE    LIFE OF    DATE FIRST
                               YEAR   PORTFOLIO    AVAILABLE
                               ----   ---------   ----------
Emerging Growth Trust
   Series I                                       05/05/2003
   Series II                                      05/05/2003
   Series NAV(B)                                  02/28/2005
Russell 2000 Growth Index(A)


(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would have been higher.

(C) On April 28, 2006, the Fund changed subadvisers. Performance reflects results prior to this change.

21

EMERGING MARKETS VALUE TRUST

SUBADVISER:            Dimensional Fund Advisors

INVESTMENT OBJECTIVE:  To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal circumstances, the Fund will invest at least
                       80% of its net assets (plus any borrowings for investment
                       purposes) in companies associated with emerging markets
                       designated from time to time by the Investment Committee
                       of the subadviser.

The Fund seeks long-term capital growth through investment primarily in emerging market equity securities. The Fund seeks to achieve its investment objective by investing in companies associated with emerging markets designated by the Investment Committee of the subadviser ("Approved Markets") from time to time. The Fund invests its assets primarily in Approved Market equity securities listed on bona fide securities exchanges or actively traded on over-the-counter markets. (See below for a definition of Approved Market securities.) These exchanges may be either within or outside the issuer's domicile country. The securities may be listed or traded in the form of EDRs, GDRs, ADRs, NVDRs or other types of depositary receipts.

The Fund seeks to achieve its objective by purchasing emerging market equity securities that are deemed by the subadviser to be value stocks at the time of purchase. The subadviser believes securities are value stocks primarily because they have a high book value in relation to their market value. In assessing value, the subadviser may consider additional factors, such as price to cash flow or price to earnings ratios, as well as economic conditions and developments in the issuer's industry. The criteria the subadviser uses for assessing value are subject to change from time to time.

The Fund's policy is to seek to achieve its investment objective by purchasing emerging market equity securities across all market capitalizations, and specifically those which are deemed by the subadviser to be value stocks at the time of purchase, as described in the paragraph above. The Fund may not invest in certain eligible companies or Approved Markets described above or achieve approximate market weights because of constraints imposed within Approved Markets, restrictions on purchases by foreigners and the Fund's policy to invest no more than 25% of its total assets in any one industry.

In determining what countries are eligible markets for the Fund, the subadviser may consider various factors, including without limitation, the data, analysis and classification of countries published or disseminated by the World Bank, the International Finance Corporation, FTSE International, Morgan Stanley Capital International, Citigroup and the Heritage Foundation. Approved emerging markets may not include all emerging markets classified by such entities. In determining whether to approve markets for investment, the subadviser takes into account, among other things, market liquidity, relative availability of investor information, government regulation, including fiscal and foreign exchange repatriation rules and the availability of other access to these markets for the Fund and other affiliated funds.

The Fund may use derivatives, such as futures contracts and options on futures contracts, to gain market exposure on uninvested cash pending investment in securities or to maintain liquidity to pay redemptions. The Fund may enter into futures contracts and options on futures contracts for Approved Market or other equity market securities and indices, including those of the United States.

The Fund's policy of seeking broad market diversification means the subadviser will not utilize "fundamental" securities research techniques in identifying securities selections. The decision to include or exclude the shares of an issuer will be made primarily on the basis of such issuer's relative market capitalization determined by reference to other companies located in the same country. Company size is measured in terms of reference to other companies located in the same country and in terms of local currencies in order to eliminate the effect of variations in currency exchange rates.

Changes in the composition and relative ranking (in terms of book to market ratio) of the stocks which are eligible for purchase by the Fund take place with every trade when the securities markets are open for trading due primarily

22

to price fluctuations of such securities. On a periodic basis, the subadviser will prepare lists of eligible value stocks that are for investment. Such lists will be revised no less than semi-annually.

The Fund does not seek current income as an investment objective, and investments will not be based upon an issuer's dividend payment policy or record. However, many of the companies whose securities will be included in the Fund do pay dividends. It is anticipated, therefore, that the Fund will receive dividend income.

APPROVED MARKETS

As of the date of this Prospectus, the Fund is authorized to invest in the countries listed below. The subadviser will determine in its discretion when and whether to invest in countries that have been authorized, depending on a number of factors, such as asset growth in the Fund and characteristics of each country's markets. The Investment Committee of the subadviser also may authorize other countries for investment in the future, in addition to the countries listed below. Also, the Fund may continue to hold investments in countries that are not currently authorized for investment, but had been authorized for investment in the past.

Brazil
Chile
Czech Republic
Hungary
India
Indonesia
Israel
Malaysia
Mexico
Philippines
Poland
South Africa
South Korea
Taiwan
Thailand
Turkey

APPROVED MARKET SECURITIES

"Approved Market securities" are defined as securities that are associated with an Approved Market, and include, among others: (a) securities of companies that are organized under the laws of, or maintain their principal place of business in, an Approved Market; (b) securities for which the principal trading market is in an Approved Market; (c) securities issued or guaranteed by the government of an Approved Market country, its agencies or instrumentalities, or the central bank of such country; (d) securities denominated in an Approved Market currency issued by companies to finance operations in Approved Markets; (e) securities of companies that derive at least 50% of their revenues or profits from goods produced or sold, investments made or services performed in Approved Markets or have at least 50% of their assets in Approved Markets; (f) Approved Market equity securities in the form of depositary shares; (g) securities of pooled investment vehicles that invest primarily in Approved Markets securities or derivative instruments that derive their value from Approved Market securities; or (h) securities included in the Fund's benchmark index. Securities of Approved Markets may include securities of companies that have characteristics and business relationships common to companies in other countries. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries as well as in the Approved Markets. The subadviser, however, will select only those companies which, in its view, have sufficiently strong exposure to economic and market forces in Approved Markets. For example, the subadviser may invest in companies organized and located in the United States or other countries outside of Approved Markets, including companies having their entire production facilities outside of Approved Markets, when such companies meet the definition of Approved Market securities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- ETFs Risk

- Foreign Securities Risk (including emerging markets and foreign currency risk)

- Investment Company Securities Risk

- Issuer Risk

- Small and Medium Size Company Risk

PAST PERFORMANCE

23

Past performance is not provided since the Fund commenced operations in May 2007.

24

EMERGING SMALL COMPANY TRUST

SUBADVISER:            RCM Capital Management LLC

INVESTMENT OBJECTIVE:  To seek long term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus borrowings for investment
                       purposes) in common stocks and other equity securities of
                       U.S. companies that have, at the time of investment, a
                       small market capitalization at or below the highest
                       market capitalization represented in of the Russell 2000
                       Index or the S&P Small Cap 600 Index.

                       Effective May 28, 2007, the Investment Strategy is: Under
                       normal market conditions, the Fund invests at least 80%
                       of its net assets (plus borrowings for investment
                       purposes) at the time of investment in securities of
                       small cap companies. For purposes of this policy, small
                       cap companies are common stocks and other equity
                       securities of U.S. companies that have a market
                       capitalization that does not exceed the highest market
                       capitalization of any company contained in either the
                       Russell 2000 Index or the S&P Small Cap 600 Index.

The subadviser seeks to create an investment portfolio of growth stocks across major industry groups. The portfolio managers evaluate individual stocks based on their growth, quality and valuation characteristics. Examples of growth characteristics include the potential for sustained earnings growth and the development of proprietary products or services; examples of quality characteristics include the integrity of management and a strong balance sheet; and examples of valuation characteristics include relative valuation and upside potential.

In addition to traditional research activities, the portfolio managers use Grassroots (sm) Research, which prepares research reports based on field interviews with customers, distributors and competitors of the companies in which the Fund invests or contemplates investing, and provides a "second look" at potential investments and checks market place assumptions about market demand for particular products and services. The subadviser sells securities it deems appropriate in accordance with sound investment practices and the Fund's investment objectives and as necessary for redemption purposes.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Liquidity Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 59.08% (for the quarter ended 12/1999) and the lowest return was 26.19% (for the quarter ended 3/2001).

(PERFORMANCE GRAPH)

 0.1%  73.5%   4.3%  22.2%  29.2%  39.7%  11.5%  5.0%     %
1998   1999   2000   2001   2002   2003   2004   2005   2006

25

                                ONE    FIVE    LIFE OF    DATE FIRST
                               YEAR   YEARS   PORTFOLIO    AVAILABLE
                               ----   -----   ---------   ----------
Emerging Small Company Trust
   Series I                                               01/01/1997
   Series II(D)                                           01/28/2002
   Series NAV(C)                                          02/28/2005
Russell 2000 Growth Index(B)

(A) The [portfolio] changed its subadviser and its investment objective on May 1, 1999 and also on April 28, 2006, performance reflects results prior to these changes.

(B) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

26

SMALL CAP TRUST

SUBADVISER:            Independence Investments LLC

INVESTMENT OBJECTIVE:  To seek maximum capital appreciation consistent with
                       reasonable risk to principal.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests, at
                       least 80% of its net assets (plus any borrowing for
                       investment purposes) in equity securities of small-cap
                       companies whose market capitalizations, at the time of
                       investment, do not exceed the greater of (a) $2 billion,
                       (b) the market capitalization of the companies in the
                       Russell 2000 Index ($[__] million to $[__] billion as of
                       December 31, 2006), and (c) the market capitalization of
                       the companies in the S&P Small Cap 600 Index ($[__]
                       million to $[__] billion as of December 31, 2006).

The subadviser selects securities for the Fund using a bottom-up selection process that focuses on stocks of statistically undervalued yet promising companies that it believes are likely to show improving fundamental prospects with identifiable catalysts for change. Examples of some of the catalysts the subadviser may consider include a new product, new management, regulatory changes, industry or company restructuring or a strategic acquisition.

The subadviser will attempt to identify undervalued securities using quantitative screening parameters, including various financial ratios and "earnings per share" revisions, which measure the change in earnings estimate expectations. The subadviser additionally narrows the list of stocks using fundamental security analysis, which may include on-site visits, outside research and analytical judgment.

The Fund may sell a stock, for example, if it reaches the target price set by the subadviser; the subadviser decides, by using the same quantitative screens it analyzed in the selection process, that the stock is statistically overvalued; or the subadviser decides the earnings expectations or fundamental outlook for the company have deteriorated.

The Fund may invest in IPOs. The Fund may purchase other types of securities, for example: U.S. dollar denominated foreign securities and American Depositary Receipts ("ADR"), certain ETFs, and certain derivatives (investments whose value is based on indices or other securities). For purposes of the Fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF.

As timing the market is not an important part of the subadviser's investment strategy, cash reserves will normally represent a small portion of the Fund's total assets (under [20]%).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- ETFs Risk

- IPOs Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

27

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [______] shares. During the period shown in the bar chart, the highest quarterly return was [___]% (for the quarter ended [___) and the lowest return was [___]% (for the quarter ended [___).

2005 2006

                              ONE   DATE FIRST
                             YEAR    AVAILABLE
                             ----   -----------
Small Cap Trust Series NAV
Russell 2000 Index
Combined Index

28

SMALL CAP GROWTH TRUST

SUBADVISER:            Wellington Management Company, LLP

INVESTMENT OBJECTIVE:  To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund will invest at
                       least 80% of its net assets (plus any borrowings for
                       investment purposes) in small-cap companies. For the
                       purposes of the Fund, "small cap companies" are those
                       with market capitalizations, at the time of investment,
                       not exceeding the maximum market capitalization of any
                       company represented in either the Russell 2000 Index
                       ($[__] million to $[__] billion as of December 31, 2006)
                       or the S&P Small Cap 600 Index ($[__] million to $[__]
                       billion as of December 31, 2006). The Fund invests in
                       small-cap companies that are believed to offer
                       above-average potential for growth in revenues and
                       earnings.

Market capitalizations of companies in the indices change over time; however, the Fund will not sell a security just because a company has grown or fallen to a market capitalization outside the range of the indices.

The subadviser selects stocks using a combination of quantitative screens and bottom-up, fundamental security research. Quantitative screening seeks to narrow the list of small capitalization companies and to identify a group of companies with strong revenue growth and accelerating earnings. Fundamental equity research seeks to identify individual companies from that group with a higher potential for earnings growth and capital appreciation.

The subadviser looks for companies based on a combination of criteria including one or more of the following:

- Improving market shares and positive financial trends;

- Superior management with significant equity ownership; and

- Attractive valuations relative to earnings growth outlook.

The Fund is likely to experience periods of higher turnover in portfolio securities because the subadviser frequently adjusts the selection of companies and/or their position size based on these criteria. The Fund's sector exposures are broadly diversified, but are primarily a result of stock selection and therefore may vary significantly from its benchmark, [_______]. The Fund may invest up to 20% of its total assets in foreign securities.

Except as otherwise stated under "Additional Investment Policies -- Temporary Defensive Investing," the Fund normally has 10% or less (usually lower) of its totatl assets in cash and cash equivalents.

The Fund may invest in IPOs. The Fund may also purchase each of the following types of securities, but not as a principal investment strategy: U.S. dollar denominated foreign securities, certain ETFs, and certain derivatives (investments whose value is based on an index or other securities).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including Growth Investing Risk)

- Foreign Securities Risk

- High Portfolio Turnover Risk

- IPOs Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D)

29

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any Fund is not necessarily an indication of how a Fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 26.90% (for the quarter ended 12/2001) and the lowest return was 27.11% (for the quarter ended 9/2001).

(PERFORMANCE GRAPH)

25.6%   6.0%   3.4%   8.9%   3.8%  28.2%  48.8%   9.5%  17.3%    %
1997   1998   1999   2000   2001   2002   2003   2004   2005   2006

                                ONE     FIVE    TEN    DATE FIRST
                                YEAR   YEARS   YEARS    AVAILABLE
                               -----   -----   -----   ----------
Small Cap Growth Trust
   Series NAV(A)               17.34%                  05/01/1996
   Series I(C)                 17.23%                  04/29/2005
   Series II(C)                17.00%                  04/29/2005
Russell 2000 Growth Index(B)    4.15%  2.28%
Combined Index(B, D)            4.15%  7.45%

(A) The Series NAV shares of the Small Cap Growth Trust were first issued on May 1, 2005 in connection with JHT's acquisition on that date of all the assets of the Small Cap Emerging Growth Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Small Cap Emerging Growth Fund, JHT's predecessor. These shares were first issued on May 1, 1996.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(C) The Series I, and Series II shares of the Small Cap Growth Trust were first offered on April 29, 2005. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Small Cap Emerging Growth Fund, JHT's predecessor. The performance of this class of shares would have been lower if it reflected the higher expenses of the Series I, and Series II shares.

(D) The Combined Index represents the Russell 2000 Value Index from May 1996 to October 2000, the Russell 2000 Index from November 2000 to April 2003 and then the Russell 2000 Growth Index from May 2003 to the present.

30

SMALL CAP INTRINSIC VALUE TRUST

SUBADVISER:            MFC Global Investment Management (U.S.), LLC

INVESTMENT OBJECTIVE:  To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowing for investment
                       purposes) in equity securities of small-capitalization
                       companies (companies in the capitalization range of the
                       Russell 2000 Index, which was $14 million to $3 billion
                       as of December 31, 2006). Equity securities include
                       common and preferred stocks and their equivalents.

In managing the Fund, the subadviser emphasizes a value-oriented "bottom-up" approach to individual stock selection. With the aid of proprietary financial models, the subadviser looks for companies that are selling at what appear to be substantial discounts to their long-term intrinsic values. These companies often have identifiable catalysts for growth, such as new products, business reorganizations or mergers.

The subadviser uses fundamental financial analysis of individual companies to identify those with substantial cash flows, reliable revenue streams, strong competitive positions and strong management. The Fund may attempt to take advantage of short-term market volatility by investing in companies involved in managing corporate restructuring or pending acquisitions.

The Fund may invest up to 35% of its total assets in foreign securities. The Fund may invest up to 20% of its total assets in bonds of any maturity rated as low as CC/Ca and their unrated equivalents (bonds below BBB/Baa are considered "junk bonds").

The Fund may trade securities actively, which could increase its transaction costs (thus lowering performance).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the fund, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- Fixed Income Securities Risk (including lower rated fixed income securities risk)

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

Performance is not provided since the Fund commenced operations in May 2007.

31

SMALL CAP OPPORTUNITIES TRUST

SUBADVISER:            Munder Capital Management

INVESTMENT OBJECTIVE:  To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks this
                       objective by investing at least 80% of its net assets
                       (plus any borrowings for investment purposes) in equity
                       securities of small-capitalization companies.
                       Small-capitalization companies are those companies with
                       market capitalizations, at the time of investment, within
                       the range of the companies in the Russell 2000 Index ($68
                       million to $3.045 billion as of December 31, 2006).

The Fund attempts to provide potentially higher returns than a fund that invests primarily in larger, more established companies. Since small companies are generally not as well known to investors or have less of an investor following than larger companies, they may provide higher returns due to inefficiencies in the marketplace.

The Fund will usually invest in equity securities of domestic and foreign companies that the subadviser believes can be purchased at a price significantly below its inherent value. A company's equity securities may be undervalued because the company is temporarily overlooked or out of favor due to general economic conditions, a market decline, industry conditions or developments affecting the particular company.

In addition to valuation, the subadviser considers these factors, among others, in choosing companies:

- A high level of profitability;

- Solid management;

- A strong, comepetitive market position; or

- Management interests that are aligned with shareholder interest.

The Fund may, but is not required to, use any or all of the various investment strategies referred to under "Hedging and Other Strategic Transactions." The Fund may write covered call options during especially volatile markets. Even though a Fund will receive the option premium to help protect it against loss, a call option sold by the Fund will expose the Fund during the term of the option to possible loss of the opportunity to sell the underlying security or instrument with a gain.

The Fund may use ETFs to manage cash and may invest in other investment companies. For purposes of the Fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF. The Fund may invest in equity securities of larger capitalization companies in addition to small-capitalization companies. The Fund may invest in real estate investment trusts (REITs).

The Fund's investments in foreign securities may include direct investments in non-U.S. dollar denominated securities traded outside of the U.S. and U.S. dollar-denominated securities of foreign issuers traded in the U.S. The Fund's investments in foreign securities also include indirect investments, such as depositary receipts.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- ETFs Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

32

- Real Estate Securities Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 13.31% (for the quarter ended 12/2004) and the lowest return was 5.32% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

25.8%   7.8%    %
2004   2005   2006

                                 ONE    LIFE OF    DATE FIRST
                                YEAR   PORTFOLIO    AVAILABLE
                                ----   ---------   ----------
Small Cap Opportunities Trust
   Series I                     7.77%              05/05/2003
   Series II                    7.61%              05/05/2003
   Series NAV(B)                7.87%              02/28/2005
Russell 2000 Value Index(A)     4.71%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses, performance would be higher.

33

SMALL CAP VALUE TRUST

SUBADVISER:            Wellington Management Company LLP

INVESTMENT OBJECTIVE:  To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund will invest at
                       least 80% of its net assets (plus any borrowings for
                       investment purposes) in small-cap companies that are
                       believed to be undervalued by various measures and offer
                       good prospects for capital appreciation. For the purposes
                       of the Fund, "small cap companies" are those with market
                       capitalizations, at the time of investment, not exceeding
                       the maximum market capitalization of any company
                       represented in either the Russell 2000 Index ($[___]
                       million to $[___] billion as of December 31, 2006) or the
                       S&P Small Cap 600 Index ($[___] million to $[___] billion
                       as of December 31, 2006).

The Fund invests primarily in a diversified mix of common stocks of small U.S. companies.

The subadviser employs a value-oriented investment approach in selecting stocks, using proprietary fundamental research to identify stocks the subadviser believes have distinct value characteristics based on industry-specific valuation criteria. The subadviser focuses on high quality companies with a proven record of above average rates of profitability that sell at a discount relative to the overall small cap market.

Fundamental research is then used to identify those companies demonstrating one or more of the following characteristics:

- Sustainable competitive advantages within a market niche;

- Strong profitability and free cash flows;

- Strong market share positions and trends;

- Quality of and share ownership by management; and

- Financial structures that are more conservative than the relevant industry average.

The Fund's sector exposures are broadly diversified, but are primarily a result of stock selection and may, therefore, vary significantly from its benchmark,
[________]. The Fund may invest up to 15% of its total assets in foreign securities.

Except as otherwise stated under "Investment Objectives and Strategies -- Temporary Defensive Investing", the Fund normally has 10% or less (usually lower) of its total assets invested in cash and cash equivalents.

The Fund may invest in IPOs. The Fund may also purchase each of the following types of securities: REITs or other real estate-related equity securities, U.S. dollar denominated foreign securities, certain ETFs, and certain derivatives (investments whose value is based on an index or other securities). For purposes of the Fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including Value Investing Risk)

- ETFs Risk

- Foreign Securities Risk

- IPOs Risk

- Issuer Risk

34

- Real Estate Securities Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 18.86% (for the quarter ended 6/2003) and the lowest return was [__]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

34.2%  19.1%   6.4%  38.0%  25.4%   9.2%
2000   2001   2002   2003   2004   2005

                               ONE    FIVE    LIFE OF    DATE FIRST
                              YEAR   YEARS   PORTFOLIO    AVAILABLE
                              ----   -----   ---------   ----------
Small Cap Value Trust
   Series NAV(A)              9.21%  16.07%              08/30/1999
   Series I(C)                9.21%  16.07%              04/29/2005
   Series II(C)               9.00%  16.02%              04/29/2005
Russell 2000 Value Index(B)   4.71%  13.55%
Combined Index(B, D)          4.71%  13.55%

(A) The Series NAV shares of the Small Cap Value Trust were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Small Cap Value Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Small Cap Value Fund, JHT's predecessor. These shares were first issued August 30, 1999.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(C) The Series I and Series II shares of the Small Cap Value Trust were first offered on April 29, 2005. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Small Cap Value Fund, JHT's predecessor. The performance of this class of shares would have been lower if it reflected the higher expenses of the Series I and Series II shares.

(D) The Combined Index represents the Russell 2500 Value Index from September 1999 to December 2000 and the Russell 2000 Value Index from January 2001 to the present.

(E) The current subadviser has managed the entire [portfolio] since April 29, 2005. The current subadviser has managed a portion of the [portfolio] since its inception.

35

SMALL COMPANY TRUST

SUBADVISER:            American Century Investment Management, Inc.

INVESTMENT OBJECTIVE:  To seek long-term capital growth.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund will invest at
                       least 80% of its net assets (plus any borrowing for
                       investment purposes) in stocks of U.S. companies that
                       have market capitalizations, at the time of investment,
                       not greater than that of the largest company in the S&P
                       Small Cap 600 Index. The market cap range of the Index as
                       of December 31, 2006 was $[___] million to $[____]
                       billion.

If the companies in which the Fund invests are successful, these companies may grow into medium- and larger-sized companies. In addition, if the subadviser determines that the availability of small-sized companies in which to invest is not adequate to meet the Fund's investment needs, the subadviser may invest up to 20% of the Fund's assets in medium- and larger-sized companies.

The subadviser uses quantitative, computer-driven models to construct the portfolio of stocks for the Fund. The Fund's investment strategy utilizes quantitative management techniques in a two-step process that draws heavily on computer technology. In the first step, the subadviser ranks stocks, primarily smaller U.S. companies, from most attractive to least attractive. This is determined by using a computer model that combines measures of a stock's value, as well as measure of its growth potential. To measure value, the subadviser uses ratios of stock price-to-book value and stock price-to-cash flow, among others. To measure growth, the subadviser uses the rate of growth of a company's earnings and changes in its earnings estimates, as well as other factors.

In the second step, the subadviser uses a technique called portfolio optimization. In portfolio optimization, the subadviser uses a computer to build a portfolio of stocks from the ranking described above that the subadviser believes will provide the optimal balance between risk and expected return. The goal is to create a Fund that provides better returns than its benchmark without taking on significant additional risk.

The subadviser does not attempt to time the market. Instead, under normal market conditions, the subadviser intends to keep the Fund essentially fully invested in stocks regardless of the movement of the stock prices generally. When the subadviser believes it is prudent, the Fund may invest a portion of its assets in foreign securities, debt securities, preferred stock and equity-equivalent securities, such as, convertible securities, stock futures contracts or stock index future contracts. The Fund limits its purchase of debt obligations to investment-grade obligations. Futures contracts, a type of derivative security, can help the Fund's cash assets remain liquid while performing more like stocks.

The subadviser generally sells stocks from the Fund's portfolio when the subadviser believes:

- a stock becomes too expensive relative to other stock opportunities;

- a stock's risk parameters outweigh its return opportunity;

- more attractive alternatives are identified; or

- specific events alter a stock's prospects.

The Fund may invest in IPOs. For the risks associated with IPOs, see "Additional Information About the Funds' Risks and Investment Policies -- IPOs Risk." The Fund is authorized to use each of the investment strategies listed under "Additional Investment Policies" including, without limitation, investing in U.S. government securities and entering into short sales. The Fund may also purchase securities of other investment companies, including ETFs, and cash and cash equivalents. For purposes of the Fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

36

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- ETFs Risk

- High Portfolio Turnover Risk

- IPOs Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A,B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 5.96% (for the quarter ended 9/2005) and the lowest return was 1.44% (for the quarter ended 12/2005).

(PERFORMANCE GRAPH)

6.3%
2005

                             ONE    LIFE OF    DATE FIRST
                            YEAR   PORTFOLIO    AVAILABLE
                            ----   ---------   ----------
Small Company Trust
   Series I                 6.32%              05/03/2004
   Series II                5.99%              05/03/2004
   Series NAV(B)            6.32%              02/28/2005
S&P Smallcap 600 Index(A)   7.67%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) Series NAV shares were first offered February 28, 2005. For periods prior to February 28, 2005, the performance shown reflects the performance of Series I shares. Series I shares have higher expenses than Series NAV shares. Had the performance for periods prior to February 28, 2005 reflected Series NAV expenses, performance would be higher.

37

SMALL COMPANY GROWTH TRUST

SUBADVISER:            AIM Capital Management, Inc.

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowing for investment
                       purposes) in securities of small-capitalization
                       companies. The Fund considers a company to be a
                       small-capitalization company if it has a market
                       capitalization, at the time of investment, no larger than
                       the largest capitalized company included in the Russell
                       2000 Index during the most recent 11-month period (based
                       on month-end data) plus the most recent data during the
                       current month. The Russell 2000 Index is an unmanaged
                       index that measures the performance of the 2,000 smallest
                       companies in the Russell 3000 Index, representing
                       approximately 8% of the total market capitalization of
                       the Russell 3000 Index. As of December 31, 2006, the
                       capitalizations of companies included in the Russell 2000
                       Index ranged from $[__________] million to $[__________]
                       billion.

The Fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the Fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The Fund may also invest up to 20% of its net assets in equity securities of issuers that have market capitalizations, at the time of purchase, in other market capitalization ranges, and in investment grade non-convertible debt securities, U.S. government securities and high-quality money market instruments. The Fund may invest up to 25% of its total assets in foreign securities. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.

In selecting investments, the subadviser seeks to identify those companies that have strong earnings momentum or demonstrate other potential for growth of capital. The subadviser anticipates that the Fund, when fully invested, will generally be comprised of companies that are currently experiencing a greater than anticipated increase in earnings. The subadviser allocates investments among fixed-income securities based on its view as to the best values then available in the marketplace. The subadviser considers whether to sell a particular security when any of these factors materially changes.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any [portfolio] is not necessarily an indication of how a [portfolio] will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [________]) and the lowest return was [_____]% (for the quarter ended [__________]).

38

2005 2006

                                        ONE YEAR   LIFE OF FUND   DATE FIRST AVAILABLE
                                        --------   ------------   --------------------
Small Company Growth Trust Series NAV                             10/2005
Russell 1000 Index
Combined Index

39

SMALL COMPANY VALUE TRUST

SUBADVISER:            T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund will invest at
                       least 80% of its net assets (plus any borrowings for
                       investment purposes) in companies with market
                       capitalizations, at the time of investment, that do not
                       exceed the maximum market capitalization of any security
                       in the Russell 2000 Index at the time of purchase
                       ($[__________] million to $[__________] billion as of
                       December 31, 2006). The Fund invests in small companies
                       whose common stocks are believed to be undervalued.

Reflecting a value approach to investing, the Fund will seek the stocks of companies whose current stock prices do not appear to adequately reflect their underlying value as measured by assets, earnings, cash flow, or business franchises. The subadviser's in-house research team seeks to identify companies that appear to be undervalued by various measures, and may be temporarily out of favor, but have good prospects for capital appreciation. In selecting investments, they generally look for some of the following factors:

- Low price/earnings, price/book value or price/cash flow ratios relative to the S&P 500, the company's peers or its own historic norm;

- Low stock price relative to a company's underlying asset values;

- Above-average dividend yield relative to a company's peers or its own historic norm;

- A plan to improve the business through restructuring; or

- A sound balance sheet and other positive financial characteristics.

While most assets will be invested in U.S. common stocks, the Fund may purchase other securities, including foreign securities (up to 20% of its net total assets), futures, and options. The Fund may invest in fixed income and convertible securities without regard to quality or rating, including up to 10% of total assets in non-investment grade fixed income securities ("junk bonds"). Since the Fund invests primarily in equity securities, the risks associated with fixed income securities will not affect the Fund as much as they would a fund that invests more of its assets in fixed income securities.

The Fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. and foreign dollar-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses or redeploy assets into more promising opportunities.

The Fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below (or even relatively nominal) rates. The SAI contains a more complete description of such instruments and the risks associated therewith.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including Value Investing Risk)

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

40

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 16.96% (for the quarter ended 6/2003) and the lowest return was 18.31% (for the quarter ended 9/1998).

(PERFORMANCE GRAPH)

-4.7%   8.0%   5.9%   6.5%  -5.9%  33.7%  25.3%   6.9%    %
1998   1999   2000   2001   2002   2003   2004   2005   2006

                               ONE    FIVE    LIFE OF    DATE FIRST
                              YEAR   YEARS   PORTFOLIO    AVAILABLE
                              ----   -----   ---------   ----------
Small Company Value Trust
   Series I                   6.93%  12.41%              10/01/1997
   Series II(D)               6.73%  12.29%              01/28/2002
   Series NAV(C)              6.96%  12.42%              02/28/2005
Russell 2000 Value Index(B)   4.71%  13.55%

(A) Effective April 30, 2001, the [portfolio] changed its subadviser.
Performance reflects results prior to this change.

(B) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(E) Since June 1, 2000, a portion of the Small Company Value Trust's expenses were reimbursed. If such expenses had not been reimbursed returns would be lower.

41

SPECIAL VALUE TRUST

SUBADVISER:            ClearBridge Advisors, LLC

INVESTMENT OBJECTIVE:  To seek long-term capital growth.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of the value of its net assets in common stocks and
                       other equity securities of small capitalization U.S.
                       companies. Small capitalized companies are defined as
                       those whose market capitalization at the time of
                       investment is no greater than (a) $3 billion or (b) the
                       highest month-end market capitalization value of any
                       stock in the Russell 2000 Index for the previous 12
                       months, whichever is greater.

As of December 31, 2006, the market capitalization range of the Russell 2000 Index was $[__________] million to $[__________] billion. Securities of companies whose market capitalizations no longer meet the definition of smaller capitalized companies after purchase by the fund still will be considered to be securities of small capitalization companies for the purpose of the Fund's 80% investment policy. The size of companies in the Index changes with market conditions and the composition of the Index. Equity securities include exchange-traded and over-the-counter common stocks and preferred shares; debt securities convertible into equity securities; warrants and rights relating to equity securities; and ADRs, EDRs, GDRs and IDRs and ETFs that represent or track small capitalized companies. The Fund may invest up to 20% of the value of its net assets in shares of companies with market capitalizations higher than smaller capitalization companies.

The subadviser emphasizes individual security selection while spreading the Fund's investments among industries and sectors. The subadviser uses both quantitative and fundamental methods to identify stocks of smaller capitalization companies it believes have a high probability of outperforming other stocks in the same industry or sector. (Quantitative methods are screening mechanisms to identify potential investments and include review of: (a) stock yields, (b) stock prices, (c) cash flow and (d) rankings).

The subadviser uses quantitative parameters to select a universe of smaller capitalized companies that fit the Fund's general investment criteria. (Quantitative parameters are the values used to evaluate investments). In selecting individual securities from within this range, the subadviser looks for "value" attributes, such as:

- Low stock price relative to earnings, book value and cash flow

- High return on invested capital

The subadviser also uses quantitative methods to identify catalysts and trends that might influence the Fund's industry or sector focus, or the subadviser individual security selection.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- ETF Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

42

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 11.79% (for the quarter ended 12/2004) and the lowest return was 2.19% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

PAST PERFORMANCE

                               ONE       LIFE OF    DATE FIRST
                              YEAR      PORTFOLIO    AVAILABLE
                              ----      ---------   ----------
Special Value Trust
   Series I                   5.60%                 05/05/2003
   Series II                  5.30%                 05/05/2003
Series NAV(B)                 5.62%                 02/28/2005
Russell 2000 Value Index(A)   4.71%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

43

VALUE OPPORTUNITIES TRUST

SUBADVISER:            Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE:  To seek long-term capital growth.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks to achieve
                       its objective by outperforming its benchmark, the Russell
                       2500 Value Index, and invests at least 80% of its assets
                       in securities of small- and mid-cap companies. The Fund
                       typically makes equity investments in U.S. companies that
                       issue stock included in the Russell 2500 Index, and in
                       companies with similar market capitalizations ("small-
                       and mid-cap companies"). As of December 31, 2006, the
                       average market capitalization of companies in the Russell
                       2500 Index ranged from $[__________] million to
                       $[__________] billion. In addition, as of December 31,
                       2006, the average market capitalization of companies that
                       issue stocks included in the Russell 2500 Index was
                       approximately $[__________] billion, and the median
                       market capitalization was approximately $[__________]
                       million.

The subadviser uses proprietary research and multiple quantitative models to identify small- and mid-cap company stocks it believes have improving fundamentals and which trade at prices below what the subadviser believes to be their fundamental value. The subadviser also uses proprietary techniques to adjust the Fund's portfolios for factors such as stock selection discipline (criteria used for selecting stocks), industry and sector weights. The factors considered by the subadviser and the models used may change over time.

The Fund intends to be fully invested, and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. In pursuing its investment strategy, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivative instruments, including options, futures, and swap contracts to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments); and (iii) manage risk by implementing shifts in investment exposure.

The Fund's benchmark is the Russell 2500 Value Index, which measures the performance of those stocks included in the Russell 2500 Index with lower price-to-book ratios and lower forecasted growth values. The Russell 2500 Value Index is independently maintained and published by the Frank Russell Company.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- Issuer Risk

- Liquidity Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [________]) and the lowest return was [_____]% (for the quarter ended [__________]).

44

2005 2006

                                       ONE YEAR   DATE FIRST AVAILABLE
                                       --------   --------------------
Value Oportunities Trust Series NAV               10/[__]/2005
Russell 2500 Value Index
Combined Index

45

MID CAP FUNDS

DYNAMIC GROWTH TRUST

SUBADVISER:            Deutsche Investment Management Americas, Inc.

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets in stocks and other equity
                       securities of medium-sized U.S. companies with strong
                       growth potential that are within the market
                       capitalization range, at the time of investment, of the
                       Russell Mid Cap Growth Index. As of December 31, 2006,
                       the average market capitalization of companies in the
                       Russell Mid Cap Growth Index ranged from $[__________]
                       million to $[__________] billion.

The Fund invests most of its assets in stock and other securities with equity characteristics of U.S. companies with market capitalizations, at the time of investment, within the market capitalization range of the Russell Mid Cap Growth Index. The subadviser believes these companies contain the greatest concentration of businesses with significant growth prospects.

The subadviser focuses on individual security selection rather than industry selection. The subadviser uses an active process which combines financial analysis with company visits to evaluate management and strategies. The subadviser may invest in internet related companies.

The Fund may invest in convertible securities when it is more advantageous than investing in a company's common stock. The Fund may also invest up to 20% of its net assets in stocks and other securities of foreign companies.

INVESTMENT PROCESS

Company research lies at the heart of the subadviser's investment process. The subadviser uses a "bottom-up" approach to picking securities. This approach focuses on individual stock selection rather than industry selection.

The subadviser focuses on undervalued stocks with fast-growing earnings and superior near-to-intermediate term performance potential.

The subadviser emphasizes individual selection of medium-sized stocks across all economic sectors, early in their growth cycles and with the potential to be the blue chips of the future.

The subadviser generally seeks companies with leading or dominant position in their niche markets, a high rate of return on invested capital and the ability to finance a major part of future growth from internal sources.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Sercurities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D)

46

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 16.05% (for the quarter ended 6/2003) and the lowest return was 27.60% (for the quarter ended 9/2001).

(PERFORMANCE GRAPH)

                                  ONE     FIVE    LIFE OF    DATE FIRST
                                  YEAR   YEARS   PORTFOLIO    AVAILABLE
                                 -----   -----   ---------   ----------
Dynamic Growth Trust
   Series I                      12.40%  -7.34%              05/01/2000
   Series II(D)                  12.01%  -7.45%              01/28/2002
   Series NAV(C)                 12.60%  -7.31%              04/29/2005
Russell Midcap Growth Index(B)   12.10%   1.38%

(A) As of November 25, 2002, the subadviser took over management responsibilities of the Dynamic Growth Trust.

(B) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(C) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

47

GROWTH OPPORTUNITIES TRUST

SUBADVISER:            Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE:  To seek long-term capital growth.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets in small and mid-cap companies and

seeks to achieve its objective by outperforming its benchmark, the Russell 2500 Growth Index. The Fund typically makes equity investments in U.S. companies whose stocks are included in the Russell 2500 Index, and in companies with total market capitalizations similar to those of companies with stocks in the Index ("small- and mid-cap companies"). As of December 31, 2006, the market capitalizations of companies in the Russell 2500 Index ranged from $[__________] million to $[__________] billion. In addition, as of December 31, 2006, the average market capitalization of companies that issue stocks included in the Russell 2500 Index was approximately $[__________] billion, and the median market capitalization was approximately $[__________] million.

The subadviser uses proprietary research and multiple quantitative models to identify small- and mid- cap company stocks the subadviser believes have improving fundamentals. The subadviser then narrows the selection to small and mid-cap company stocks it believes have growth characteristics and are undervalued. Generally, these growth stocks are trading at prices below what the manager believes to be their fundamental value. The subadviser also uses proprietary techniques to adjust the Fund for factors such as stock selection discipline (criteria used for selecting stocks) and industry and sector weights. The factors considered by the subadviser and the models used may change over time.

The Fund intends to be fully invested, and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. In pursuing its investment strategy, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivative instruments, including options, futures, and swap contracts to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments); and (iii) manage risk by implementing shifts in investment exposure.

The Fund's benchmark is the Russell 2500 Growth Index, which measures the performance of stocks included in the Russell 2500 Index with higher price-to-book ratios and higher forecasted growth values, and which is independently maintained and published by the Frank Russell Company.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Issuer Risk

- Liquidity Risk

- Small and Medium Size Companies Risk

PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

48

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [______]) and the lowest return was [_____]% (for the quarter ended [__________]).

2005 2006

                                       ONE YEAR   DATE FIRST AVAILABLE
                                       --------   --------------------
Growth Opportunities Trust Series NAV             10/2005
Russell 2500 Growth Index
Combined Index

49

MID CAP INTERSECTION TRUST

SUBADVISER:            Wellington Management Company, LLP

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowings for investment
                       purposes) in equity securities of medium-sized companies
                       with significant capital appreciation potential. For the
                       purposes of the Fund, "medium-sized companies" are those
                       with market capitalizations, at the time of investment,
                       within the market capitalization range of companies
                       represented in either the Russell MidCap Index
                       ($[__________] [billion] to $[__________] [billion] as of
                       [December 31, 2006]) or the S&P MidCap 400 Index
                       ($[__________] [million] to $[__________] [million] as of
                       [December 31, 2006]).

The Fund may invest up to 10% of its total assets in securities of foreign and non-dollar-denominated securities.

The portfolio of the Fund is constructed stock by stock, an investment approach the subadviser refers to as "bottom-up." The Fund combines the subadviser's proprietary fundamental and quantitative research inputs to create a portfolio of holdings within a disciplined framework.

The Fund invests primarily in a diversified portfolio of equity securities based on the combined ratings of the subadviser's Global Industry Analysts and proprietary quantitative stock selection models. Global Industry Analyst ratings are based upon fundamental analysis. The subadviser's fundamental analysis of a company involves the assessment of such factors as its business environment, management quality, balance sheet, income statement, anticipated earnings, revenues and dividends, and other related measures or indicators of value.

The subadviser then complements its fundamental research with an internally-developed quantitative analytical approach. This quantitative approach evaluates each security favoring those with attractive valuation and "timeliness" measures. Valuation factors compare securities within sectors based on measures such as price ratios and balance sheet strength. The subadviser's assessment of "timeliness" focuses on stocks with favorable earnings and stock price momentum to assess the appropriate time for purchase.

In constructing the portfolio of the Fund, the subadviser analyzes and monitors different sources of active management risk including stock-specific risk, industry risk and style risk. The goal of this analysis is that the portfolio remains well-diversified, and does not take large industry and style positions relative to the portfolio's market benchmark as an unintended consequence of bottom-up stock picking.

The Fund may invest in initial public offerings ("IPOs") and exchange traded funds ("ETFs").

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- ETFs Risk

- IPOs Risk

- Issuer Risk

- Liquidity Risk

- Small and Medium Size Company Risk

PAST PERFORMANCE

Performance is not provided since the portfolio commenced operations in May 2007.

50

MID CAP STOCK TRUST

SUBADVISER:            Wellington Management Company, LLP

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowings for investment
                       purposes) in equity securities of medium-sized companies
                       with significant capital appreciation potential. For the
                       Fund, "medium-sized companies" are those with market
                       capitalizations within the collective market
                       capitalization range of companies represented in either
                       the Russell MidCap Index ($__________ billion to
                       $__________ billion as of December 31, 2006) or the S&P
                       MidCap 400 Index ($__________ million to $__________
                       billion as of December 31, 2006).

The subadviser's investment approach is based primarily on proprietary fundamental analysis. Fundamental analysis involves the assessment of a company through such factors as its business environment, management, balance sheet, income statement, anticipated earnings, revenues and other related measures of value. In analyzing companies for investment, the subadviser looks for, among other things, a strong balance sheet, strong earnings growth, attractive industry dynamics, strong competitive advantages (e.g., great management teams), and attractive relative value within the context of a security's primary trading market. Securities are sold when the investment has achieved its intended purpose, or because it is no longer considered attractive. The Fund may invest up to 20% of its total assets in foreign securities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including Growth Investing Risk)

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 20.74% (for the quarter ended 12/2001) and the lowest return was 23.64% (for the quarter ended 3/2001).

(PERFORMANCE GRAPH)

                                  ONE     FIVE    LIFE OF    DATE FIRST
                                  YEAR   YEARS   PORTFOLIO    AVAILABLE
                                 -----   -----   ---------   ----------
Mid Cap Stock Trust
   Series I                      14.57%   5.99%              05/01/1999
   Series II (C)                 14.42%   5.86%              01/28/2002
   Series NAV(B)                 14.71%   6.02%              02/28/2005
Russell Midcap Growth Index(A)   12.10%   1.38%

51

(A) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

52

MID CAP VALUE TRUST

SUBADVISER:            Lord, Abbett & Co. LLC

INVESTMENT OBJECTIVE:  To seek capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowings for investment
                       purposes) in mid-sized companies, with market
                       capitalizations within the market capitalization range of
                       companies in the Russell Midcap Index. As of December 31,
                       2006, the market capitalization range of the Russell
                       Midcap Index was $__________ billion to $__________
                       billion. The Fund invests 65% of its total assets in
                       equity securities which it believes to be undervalued in
                       the marketplace.

The subadviser uses a value approach in managing the Fund. It generally tries to identify stocks of companies that have the potential for significant market appreciation due to growing recognition of improvement in their financial results or anticipation of such improvement. In trying to identify these companies, the subadviser looks for such factors as:

- Changes in economic and financial environment

- New or improved products or services

- Improved efficiencies resulting from new technologies or changes in distribution

- New or rapidly expanding markets

- Price increases for the company's products or services

- Changes in management or company structure

- Changes in government regulations, political climate or competitive conditions

The Fund may invest up to 10% of its total assets in foreign securities and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date. The subadviser does not consider ADRs and securities of companies domiciled outside the U.S. that are traded in the U.S. to be "foreign securities." Accordingly, such investments are not subject to the 10% limitation on foreign securities.

TEMPORARY DEFENSIVE INVESTMENTS

At times the Fund may take a temporary defensive position by investing some or all of its assets in short-term fixed income securities. Such securities may be used to attempt to avoid losses in response to adverse market, economic, political or other conditions, to invest uncommitted cash balances, or to maintain liquidity to meet shareholder redemptions. These securities include:
obligations of the U.S. Government and its agencies and instrumentalities, commercial paper, bank certificates of deposit, bankers' acceptances, and repurchase agreements collateralized by cash and obligations of the U.S. Government and its agencies and instrumentalities. These investments could reduce the benefit from any upswing in the market and prevent the Fund from achieving its investment objective.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

53

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 15.35% (for the quarter ended 6/2003) and the lowest return was 14.75% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

                                 ONE     LIFE OF    DATE FIRST
                                 YEAR   PORTFOLIO    AVAILABLE
                                -----   ---------   ----------
Mid Cap Value Trust Series I     8.00%              04/30/2001
   Series II(C)                  7.76%              01/28/2002
   Series NAV(B)                 8.16%              02/28/2005
Russell Midcap Value Index(A)   12.65%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

54

MID CAP VALUE EQUITY TRUST

SUBADVISER:            RiverSource Investments, LLC

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowings for investment
                       purposes) in equity securities of medium-sized companies.
                       Medium-sized companies are those whose market
                       capitalizations at the time of investment fall within the
                       range of the Russell Midcap Value Index. At December 31,
                       2006, the range of this index was between $[__________]
                       million and $[__________] billion.

Up to 20% of the net assets of the Fund may be invested in stocks of small or large companies, preferreds, convertibles, or other debt securities. The Fund may invest up to 25% of its total assets in foreign investments. The Fund can invest in any economic sector, and at times, it may emphasize one or more particular sectors.

In pursuit of the Fund's objectives, the subadviser chooses equity investments by:

- Selecting companies that are undervalued based on a variety of measures, such as price to earnings ratios, price/book ratios, current and projected earnings, current and projected dividends, and historic price levels.

- Identifying companies with growth potential based on:

- effective management, as demonstrated by overall performance, and

- financial strength.

In evaluating whether to sell a security, the subadviser considers, among other factors, whether:

- The security is overvalued relative to alternative investments.

- The security has reached the subadviser's price objective.

- The company has met the subadviser's earnings and/or growth expectations.

- The company or the security continues to meet the other standards described above.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Equity Securities Risk

- Foreign Securities Risk

- Industry and Sector Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

55

2005 2006

                              ONE    DATE FIRST
                             YEAR     AVAILABLE
                             ----   -----------
Mid Cap Value Equity Trust          10/[__]/2005
Series NAV
Russell 1000 Index
Combined Index

56

MID VALUE TRUST

SUBADVISER:            T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE:  To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% (usually higher) of its net assets in companies with
                       market capitalizations that are within the Russell MidCap
                       Index ($[__________] million to $[__________] billion as
                       of December 31, 2006) or the Russell Mid Cap Value Index
                       ($[__________] million to $[__________] billion as of
                       December 31, 2006). The Fund invests in a diversified mix
                       of common stocks of mid size U.S. companies that are
                       believed to be undervalued by various measures and offer
                       good prospects for capital appreciation.

The subadviser employs a value approach in selecting investments. The subadviser's in-house research team seeks to identify companies whose stock prices do not appear to reflect their underlying values. The subadviser generally looks for companies with one or more of the following characteristics:

- Low stock prices relative to net assets, earnings, cash flow, sales or business franchise value.

- Demonstrated or potentially attractive operating margins, profits and/or significant cash flow generation.

- Sound balance sheets and other positive financial characteristics.

- Significant stock ownership by management.

- Experienced and capable management.

The Fund's sector exposure is broadly diversified as a result of stock selection and therefore may vary significantly from its benchmark. The market capitalization of companies in the Fund and in the indices changes over time. The Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company's market capitalization grows or falls outside these ranges.

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.

In pursuing the Fund's investment objective, the subadviser has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the subadviser believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

Except as otherwise stated under "Additional Investment Policies -- Temporary Defensive Investing" the fund normally has less than 10% of its assets in cash and cash equivalents.

The Fund may invest in (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: convertible securities and warrants, foreign securities (up to 20% of total assets), certain ETFs, and certain derivatives (investments whose value is based on indices or other securities). For purposes of the Fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF.

The Fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The Fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below (or even relatively nominal) rates. The SAI contains a more complete description of such instruments and risks associated therewith.

57

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty

- Equity Securities Risk

- ETFs Risk

- Derivates Risk

- Foreign Securities Risk

- IPOs Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 21.36% (for the quarter ended 6/2003) and the lowest return was 18.16% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

                                 ONE     FIVE    LIFE OF    DATE FIRST
                                 YEAR   YEARS   PORTFOLIO    AVAILABLE
                                -----   -----   ---------   ----------
Mid Value Trust
   Series NAV(A)                 7.39%   9.55%              05/01/1998
   Series I(C)                   7.47%   9.57%              04/29/2005
   Series II(C)                  7.30%   9.54%              04/29/2005
Russell Midcap Value Index(B)   12.65%  12.21%

(A) The Series NAV shares of the Mid Value Trust were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Mid Value Fund B of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Mid Value Fund B, JHT's predecessor. These shares were first issued on May 1, 1998.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(C) The Series I and Series II shares of the Mid Value Trust were first offered on April 29, 2005. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Mid Value Fund B, JHT's predecessor. The performance of this class of shares would have been lower if it reflected the higher expenses of the Series I and Series II shares.

(D) Current subadviser assignment became effective May 1, 2004.

(E) Since June 1, 2000, a portion of the Mid Value Trust expenses were reimbursed. If such expenses had not been reimbursed, returns would be lower.

58

QUANTITATIVE MID CAP TRUST

SUBADVISER:            MFC Global Investment Management (U.S.A.) Limited

INVESTMENT OBJECTIVE:  To seek long-term capital growth.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowings for investment
                       purposes) in U.S. mid-cap stocks, at the time of
                       investment, convertible preferred stocks, convertible
                       bonds and warrants. U.S. mid-cap stocks are defined by
                       Morningstar U.S. as of December 31, 2006, as having a
                       capitalization range of $[__________] million to
                       $[__________] billion. The Fund may also invest up to 20%
                       of its assets in large-cap stocks, convertible preferred
                       stocks, convertible bonds and warrants in an effort to
                       reduce overall Fund volatility and increase performance.

Stocks of publicly traded companies -- and mutual funds that hold these stocks -- can be classified by the companies' market value, or capitalization. Market capitalization is defined according to Morningstar U.S. as follows: Rather than a fixed number of "large cap" or "small cap" stocks, Morningstar uses a flexible system that is not adversely affected by overall movements in the market. Large-cap stocks are defined as the group that accounts for the top 70% of the capitalization of the Morningstar domestic stock universe; mid-cap stocks represent the next 20%; and small-cap stocks represent the balance. The Morningstar stock universe represents approximately 99% of the U.S. market for actively traded stocks.

The subadviser uses a bottom-up, as opposed to a top-down, investment style in managing the Fund. This means that securities are selected based upon fundamental analysis performed by the portfolio manager and the subadviser's equity research analysts. The equity research analysts use fundamental analysis to identify mid-cap and large-cap companies' securities with strong industry positions, leading market shares, proven managements and strong balance sheets. The analysts then rank all such securities of such companies based on financial attributes (including earnings, growth and momentum) using quantitative analysis. Securities at the top of this ranking may be purchased by the Fund.

The Fund may invest in foreign securities and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date. Investments in foreign securities may include depositary receipts (ADRs).

The Fund may also invest in fixed income securities including money market instruments.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

59

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 14.96% (for the quarter ended 6/2003) and the lowest return was 13.34% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

                                 ONE    FIVE     LIFE OF     DATE FIRST
                                 YEAR   YEAR   [PORTFOLIO]    AVAILABLE
                                -----   ----   -----------   ----------
Quantitative Mid Cap Trust
   Series I                     13.62%                       04/30/2001
   Series II(C)                 13.39%                       01/28/2002
   Series NAV(B)                13.70%                       04/29/2005
S&P Midcap 400 Index(A)         12.55%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

60

VALUE TRUST

SUBADVISER:            Morgan Stanley Investment Management Inc. (doing business
                       as Van Kampen)

INVESTMENT OBJECTIVE:  To realize an above-average total return over a market
                       cycle of three to five years, consistent with reasonable
                       risk.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests in
                       equity securities of companies with capitalizations, at
                       the time of investment, similar to the market
                       capitalization of companies in the Russell Midcap Value
                       Index ($[__________] million to $[__________] billion as
                       of December 31, 2006).

The Fund invests at least 65% of its total assets in equity securities. These primarily include common stocks, but may also include preferred stocks, convertible securities, rights, warrants, and ADRs. The Fund may invest without limit in ADRs and may invest up to 5% of its total assets in foreign equities excluding ADRs. The Fund may invest up to 15% of its net assets in REITs.

The subadviser's approach is to select equity securities which are believed to be undervalued relative to the stock market in general as measured by the Russell Midcap Value Index. Generally, medium market capitalization companies will consist primarily of those that the subadviser believes are selling below their intrinsic value and offer the opportunity for growth of capital. The Fund emphasizes a "value" style of investing focusing on those companies with strong fundamentals, consistent track records, growth prospects, and attractive valuations. The subadviser may favor securities of companies that are in undervalued industries. The subadviser may purchase stocks that do not pay dividends. The subadviser may also invest the Fund's assets in companies with smaller or larger market capitalizations.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- Issuer Risk

- Real Estate Securities Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 20.39% (for the quarter ended 6/2003) and the lowest return was -23.40% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

                                 ONE    FIVE      LIFE OF     DATE FIRST
                                 YEAR   YEAR    [PORTFOLIO]    AVAILABLE
                                -----   ----    -----------   ----------
Value Trust
   Series I                     12.56%   7.51%                01/01/1997
   Series II(D)                 12.35%   7.40%                01/28/2002
   Series NAV(C)                12.67%   7.53%                04/29/2005
Russell Midcap Value Index(B)   12.65%  12.21%

61


(A) Current Subadviser assignment became effective May 1, 2003.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

(C) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

62

VISTA TRUST

SUBADVISER:            American Century Investment Management, Inc.

INVESTMENT OBJECTIVE:  To seek long-term capital growth.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests in
                       common stocks of companies that are medium-sized and
                       smaller at the time of purchase, but the Fund may
                       purchase other types of securities as well.

In managing the Fund, the subadviser looks for stocks of medium-sized and smaller companies it believes will increase in value over time, using a proprietary investment strategy. When determining the size of a company, the subadviser will consider, among other factors, the capitalization of the company and the amount of revenues as well as other information they obtain about the company.

In implementing this strategy, the subadviser uses a bottom-up approach to stock selection. This means that the subadviser makes investment decisions based primarily on its analysis of individual companies, rather than on broad economic forecasts. The subadviser manages the Fund based on the belief that, over the long-term, stock price movements follow growth in earnings and revenue. The subadviser uses its extensive computer database, as well as other primary analytical research tools, to track financial information for thousands of individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. The subadviser's principal analytical technique involves the identification of companies with earnings and revenues that are not only growing, but growing at an accelerating pace. This includes companies whose growth rates, although still negative, are less negative than prior periods, and companies whose growth rates are expected to accelerate. These techniques help the subadviser buy or hold the stocks of companies it believes have favorable growth prospects and sell the stocks of companies whose characteristics no longer meet its criteria.

Although the subadviser intends to invest the Fund's assets primarily in U.S. stocks, the Fund may invest in securities of foreign companies, including companies located in emerging markets. The Fund may also invest in IPOs.

The subadviser does not attempt to time the market. Instead, under normal market conditions, it intends to keep the Fund essentially fully invested in stocks regardless of the movement of stock prices generally. When the subadviser believes it is prudent, the Fund may invest a portion of its assets in debt securities, options, preferred stock, and equity-equivalent securities, such as convertible securities, stock futures contracts or stock index futures contracts. The Fund generally limits its purchase of debt securities to investment grade obligations. Futures contracts, a type of derivative security, can help the Fund's cash assets remain liquid while performing more like stocks.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk (including emerging market risk)

- IPOs Risk

- Issuer Risk

- Small and Medium Size Companies Risk

In addition, the Fund may buy a large amount of a company's stock quickly, and often will dispose of it quickly if the company's earnings or revenues decline. While the subadviser believes that this strategy provides substantial appreciation over the long term, in the short term it can create a significant amount of price volatility. This volatility may be greater than that of the average stock fund.

63

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

                                 ONE    LIFE OF    DATE FIRST
                                YEAR   PORTFOLIO    AVAILABLE
                                ----   ---------   ----------
Vista Trust
Series II
NAV
[Index]

64

LARGE CAP FUNDS

ALL CAP CORE TRUST

SUBADVISER:            Deutsche Investment Management Americas Inc.

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests in
                       common stocks and other equity securities within all
                       asset classes (small, mid and large cap) those within the
                       Russell 3000 Index.

The Fund may invest in all types of equity securities including common stocks, preferred stocks and preferred and preference stocks, convertible securities and depositary receipts for such securities. These securities may be listed on securities exchanges, traded in various over-the-counter markets or have no organized markets.

The Fund may also invest in U.S. Government securities.

INVESTMENT PHILOSOPHY

The subadviser pursues an actively managed, quantitative investment process. The subadviser's investment philosophy is based on three central tenets:

- Securities have an intrinsic value from which they deviate over time. The subadviser believes that the best way to measure a security's fair value is relative to its peers within its own industry.

- Finding attractive companies with long-term potential requires a consideration of both growth and value attributes. Technical analysis further enhances the stock selection process, helping to identify timely market opportunities.

- Quantitative investment models provide an improved framework for selecting miss priced stocks in an unbiased, consistent and repeatable manner.

QUANTITATIVE INVESTMENT APPROACH

The subadviser blends fundamental equity analysis and quantitative investment theory into a disciplined and systematic process. This technique minimizes subjectivity and allows the team to analyze the broadest possible universe of stocks. The subadviser's proprietary U.S. stock evaluation model, the Quantitative Investment Model (the "Model"), incorporates valuation and growth investment parameters and is used to select securities. The subadviser believes that combining techniques used by fundamental value investors with extensive growth and earnings analysis minimizes investment style bias and ultimately produces a "pure" stock selection process that seeks to add value in any market environment. The subadviser also incorporates technical analysis to capture short-term price changes and market responsiveness to new information.

PORTFOLIO CONSTRUCTION AND QUANTITATIVE RISK MANAGEMENT

The subadviser extensively screens the Russell 3000 universe using multiple investment parameters to identify what the subadviser believes are the most and least attractive securities. Expected returns are generated for each stock relative to its own industry. Securities are then selected based on expected returns, risk control constraints and anticipated transaction costs.

By applying a rigorous portfolio construction process, the team targets excess return levels similar to traditional managers, while holding a significantly more diversified basket of stocks. Non-linear market impact assumptions are also incorporated into the process to maximize the trade-off between the anticipated pickup from trading and the costs associated with making these trades.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

65

- Equity Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 23.59% (for the quarter ended 12/1999) and the lowest return was 24.41% (for the quarter ended 3/2001).

(PERFORMANCE GRAPH)

                                 ONE    FIVE    TEN    DATE FIRST
                                YEAR   YEARS   YEARS    AVAILABLE
                                ----   -----   -----   ----------
All Cap Core Trust
   Series I                     9.08%   0.38%          07/15/1996
   Series II(E)                 8.89%   0.50%          01/28/2002
   Series NAV(D)                9.21%   0.35%          04/29/2005
Russell 3000 Index(B)           6.13%   1.58%
Combined Index(B, C)            6.12%   1.97%

(A) Effective November 25, 2002, the portfolio changed its subadviser.
Performance reflects results prior to these changes.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

(C) The Combined Index is a blend of the Russell 1000 Growth Index from inception through December 31, 2002 and the Russell 3000 Index from January 1, 2003 and thereafter.

(D) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(E) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

66

ALL CAP GROWTH TRUST

SUBADVISER:            AIM Capital Management, Inc.

INVESTMENT OBJECTIVE:  To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks to achieve
                       this investment objective by investing its assets
                       principally in common stocks of companies that the
                       portfolio managers believe likely to benefit from new or
                       innovative products, services or processes as well as
                       those that have experienced above-average, long-term
                       growth in earnings and have excellent prospects for
                       future growth. Any income received from securities held
                       by the Fund will be incidental.

The Fund's portfolio is comprised of securities of two basic categories of companies:

- "core" companies, which the subadviser considers to have experienced above-average and consistent long-term growth in earnings and to have excellent prospects for outstanding future growth, and

- "earnings acceleration" companies which the subadviser believes are currently enjoying a dramatic increase in profits.

The Fund may also purchase the common stocks of foreign companies. It is not anticipated, however, that foreign securities will constitute more than 20% of the total assets of the Fund. American Depository Receipts ("ADRs") and European Depositary Receipts ("EDRs") and other securities representing underlying securities of foreign issuers are treated as foreign securities and included in this 20% limitation.

USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS

The Fund may:

- purchase and sell stock index futures contracts,

- purchase options on stock index futures as a hedge against changes in market conditions,

- purchase and sell futures contracts and purchase related options in order to hedge the value of its portfolio against changes in market conditions,

- write (sell) covered call options (up to 25% of the value of its portfolio's net assets), or

- foreign exchange transactions to hedge against possible variations in foreign exchange rates between currencies of countries in which the Fund is invested including: the direct purchase or sale of foreign currency, the purchase or sale of options on futures contract with respect to foreign currency, the purchase or sale of forward contracts, exchange traded futures contracts and options of futures contracts.

See "Hedging and Other Strategic Transactions" for further information on these investment strategies.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

PERFORMANCE(A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

67

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 36.09% (for the quarter ended 12/1999) and the lowest return was 23.20% (for the quarter ended 9/2001).

(PERFORMANCE GRAPH)

15.3%  28.3%  44.7%  -10.8%  -23.8%  -24.4%  29.2%   6.5%   9.0%    %
1997   1998   1999    2000    2001    2002   2003   2004   2005   2006

                                 ONE    FIVE    TEN    DATE FIRST
                                YEAR   YEARS    YEAR    AVAILABLE
                                ----   -----   -----   ----------
All Cap Growth Trust
   Series I                     8.99%  -2.87%          03/04/1996
   Series II(E)                 8.77%  -3.00%          01/28/2002
   Series NAV(D)                9.12%  -2.91%          02/28/2005
Russell 3000 Growth Index(B)    5.17%  -3.15%
Combined Index(B, C)            5.17%  -3.15%

(A) Effective May 1, 1999, the portfolio changed its subadviser and its investment objective. Performance reflects results prior to these changes.

(B) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(C) The Combined Index is a blend of the Russell Midcap Growth Index since inception until November 30, 1999, and the performance of the Russell 3000 Growth Index from December 1, 1999 and thereafter.

(D) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

(E) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had such performance reflected Series II expenses, performance would be lower.

68

ALL CAP VALUE TRUST

SUBADVISER:            Lord, Abbett & Co. LLC

INVESTMENT OBJECTIVE:  To seek capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests in
                       equity securities of U.S. and multinational companies
                       that the subadviser believes are undervalued in all
                       capitalization ranges. The Fund will invest at least 50%
                       of its net assets in equity securities of large, seasoned
                       companies with market capitalizations at the time of
                       purchase that fall within the market capitalization range
                       of the Russell 1000 Index. As of December 31, 2006, the
                       market capitalization range of the Russell 1000 Index was
                       $__________ billion to $__________ billion. This range
                       varies daily. The Fund will invest the remainder of its
                       assets in mid-sized and small company securities.

Equity securities may include common stocks, preferred stock, convertible securities, warrants, and similar instruments. These are companies that appear underpriced according to certain financial measurements of their intrinsic worth or business prospects (such as price-to-earnings or price to-book ratios).

In selecting investments, the subadviser attempts to invest in securities selling at reasonable prices in relation to its assessment of their potential value. While there is the risk that an investment may never reach what the subadviser thinks is its full value, or may go down in value, the subadviser's emphasis on large, seasoned company value stocks may limit the Fund's downside risk. This is because value stocks are believed to be underpriced, and large, seasoned company stocks tend to be issued by more established companies and less volatile than mid-sized or small company stock. Although small companies may present greater risks than larger companies, they also may present higher potential for attractive long-term returns. The subadviser generally sells a stock when it thinks it seems less likely to benefit from the current market and economic environment, shows deteriorating fundamentals, or has reached the subadviser valuation target.

The Fund may invest up to 10% of its net assets in foreign equity securities. The subadviser does not consider ADRs and securities of companies domiciled outside the U.S. but that are traded in the United States to be "foreign securities." Accordingly, such investments are not subject to the 10% limitation on foreign securities.

TEMPORARY DEFENSIVE INVESTMENTS

At times the Fund may take a temporary defensive position by investing some or all of its assets in short-term fixed income securities. Such securities may be used to attempt to avoid losses in response to adverse market, economic, political or other conditions, to invest uncommitted cash balances, or to maintain liquidity to meet shareholder redemptions. These securities include:
obligations of the U.S. Government and its agencies and instrumentalities, commercial paper, bank certificates of deposit, bankers' acceptances, and repurchase agreements collateralized by cash and obligations of the U.S. Government and its agencies and instrumentalities. These investments could reduce the benefit from any upswing in the market and prevent the Fund from achieving its investment objective.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D)

69

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 16.11% (for the quarter ended 6/2003) and the lowest return was 23.92% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

-27.8%  38.4%  16.0%   5.7%    %
 2002   2003   2004   2005   2006

                               ONE    FIVE   LIFE OF   DATE FIRST
                              YEAR   YEARS     FUND     AVAILABLE
                              ----   -----   -------   ----------
All Cap Value Trust
   Series I                   5.71%                    04/30/2001
   Series II(D)               5.42%                    01/28/2002
   Series NAV(C)              5.76%                    02/28/2005
Russell 3000 Value Index(B)   6.85%

(A) Current subadviser assignment became effective May 1, 2003.

(B) The Return under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

70

BLUE CHIP GROWTH TRUST

SUBADVISER:            T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE:  To provide long-term growth of capital. Current income is
                       a secondary objective.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its net assets (plus any borrowing for investment
                       purposes) at the time of investment in the common stocks
                       of large and medium-sized blue chip growth companies.
                       These are firms that, in the subadviser's view, are well
                       established in their industries and have the potential
                       for above-average earnings growth.

In identifying blue chip companies, the subadviser generally considers the following characteristics:

LEADING MARKET POSITIONS

Blue chip companies often have leading market positions that are expected to be maintained or enhanced over time. Strong positions, particularly in growing industries, can give a company pricing flexibility as well as the potential for good unit sales. These factors, in turn, can lead to higher earnings growth and greater share price appreciation.

SEASONED MANAGEMENT TEAMS

Seasoned management teams with a track record of providing superior financial results are important for a company's long-term growth prospects. The subadviser's analysts will evaluate the depth and breadth of a company's management experience.

STRONG FINANCIAL FUNDAMENTALS

Companies should demonstrate faster earnings growth than their competitors and the market in general; high profit margins relative to competitors; strong cash flow; a healthy balance sheet with relatively low debt; and a high return on equity with a comparatively low dividend payout ratio.

The subadviser evaluates the growth prospects of companies and the industries in which they operate. The subadviser seeks to identify companies with strong market franchises in industries that appear to be strategically poised for long-term growth. This investment approach reflects the subadviser's belief that the combination of solid company fundamentals (with emphasis on the potential for above-average growth in earnings or operating cash flow) along with a positive industry outlook will ultimately reward investors with strong investment performance. Some of the companies the subadviser targets will have good prospects for dividend growth.

While most of the assets of the Fund are invested in U.S. common stocks, the Fund may also purchase other types of securities, including (i) U.S. and non-U.S. dollar denominated foreign securities (up to 20% of its net assets) including ADRs, (ii) convertible stocks, warrants and bonds, and (iii) futures and options. Investments in convertible securities, preferred stocks and debt securities are limited to 25% of total assets.

The Fund may invest in debt securities of any type without regard to quality or rating. Such securities would be issued by companies which meet the investment criteria for the Fund but may include non-investment grade debt securities ("junk bonds"). The Fund will not purchase a non-investment grade debt security if, immediately after such purchase, the Fund would have more than 5% of its total assets invested in such securities.

The Fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. and foreign dollar-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The Fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

71

In pursuing the Fund's investment objective, the subadviser has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the subadviser believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including Growth Investing Risk)

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 24.80% (for the quarter ended 12/1998) and the lowest return was 17.09% (for the quarter ended 3/2001).

(PERFORMANCE GRAPH)

26.9%  28.5%  19.4%  -2.8%  -14.6%  24.3%   9.2%   9.0%   5.6%    %
1997   1998   1999   2000    2001   2002   2003   2004   2005   2006

                          ONE    FIVE    TEN    DATE FIRST
                         YEAR   YEARS   YEARS    AVAILABLE
                         ----   -----   -----   ----------
Blue Chip Growth Trust
   Series I              5.60%  -0.77%          12/11/1992
   Series II(D)          5.36%  -0.89%          01/28/2002
   Series NAV(C)         5.70%  -0.76%          02/28/2005
S&P 500 Index(B)         4.91%   0.54%

(A) Effective October 1, 1996, the portfolio changed its subadviser.
Performance reflects results prior to this change.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had such performance reflected Series II expenses, performance would be lower.

72

(E) Since June 1, 2000, a portion of the Blue Chip Growth Trust expenses were reimbursed. If such expenses had not been reimbursed, returns would be lower.

73

CAPITAL APPRECIATION TRUST

SUBADVISER:            Jennison Associates LLC

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       65% of its total assets in equity and equity-related
                       securities of companies, at the time of investment, that
                       exceed $1 billion in market capitalization and that the
                       subadviser believes have above-average growth prospects.
                       These companies are generally medium- to
                       large-capitalization companies.

The subadviser follows a highly disciplined investment selection and management process that seeks to identify companies that show superior absolute and relative earnings growth and also are attractively valued. The subadviser looks for companies that experience some or all of the following: (i) above average revenue and earnings per share growth, (ii) strong market position, (iii) improving profitability and distinctive attributes such as unique marketing ability, (iv) strong research and development and productive new product flow and (v) financial strength. Such companies generally trade at high prices relative to their current earnings. Earnings predictability and confidence in earnings forecasts are important parts of the selection process.

Securities in which the Fund invests have historically been more volatile than the S&P 500 Index. Also, companies that have an earnings growth rate higher than that of the average S&P 500 company tend to reinvest their earnings rather than distribute them. Therefore, the Fund is not likely to receive significant dividend income on its securities.

In addition to common stocks, nonconvertible preferred stock and convertible securities, equity-related securities in which the Fund invests include: (i) American Depository Receipts (ADRs); (ii) warrants and rights that can be exercised to obtain stock; (iii) investments in various types of business ventures, including partnerships and joint ventures; (iv) REITs; (v) IPOs and similar securities. (Convertible securities are securities -- like bonds, corporate notes and preferred stocks -- that the Fund can convert into the company's common stock or some other equity security).

The Fund may invest up to 35% of its total assets in equity-related securities of companies that are undergoing changes in management or product or changes in marketing dynamics that have not yet been reflected in reported earnings (but are expected to affect earnings in the intermediate term). These securities often are not widely known and favorably valued.

In addition to the principal strategies discussed above, the Fund may also use the following investment strategies to attempt to increase the Fund's return or protect its assets if market conditions warrant:

- The Fund may make short sales of a security including short sales "against the box."

- The Fund may invest up to 20% of the Fund's total asset in foreign equity securities. (For purposes of this 20% limit, ADRs and other similar receipts or shares traded in U.S. markets are not considered to be foreign securities).

- The Fund may invest in U.S. government securities issued or guaranteed by the U.S. government or by an agency or instrumentality of the U.S. government.

- The Fund may invest in mortgage-related securities issued or guaranteed by U.S. governmental entities, including collateralized mortgage obligations, multi-class pass through securities and stripped mortgage backed securities.

- The Fund may invest in fixed-income securities rated investment grade. These include corporate debt and other debt obligations of U.S. and foreign issuers. The Fund may invest in obligations that are not rated, but that the subadviser believes are of comparable quality to these obligations.

- The Fund may invest in repurchase agreements.

The subadviser considers selling or reducing a stock position when, in the opinion of the subadviser, the stock has experienced a fundamental disappointment in earnings, it has reached an intermediate price objective and its outlook no longer seems sufficiently promising, a relatively more attractive stock emerges or the stock has experienced adverse price movement.

74

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- IPO Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

- Short Sale Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 16.38% (for the quarter ended 12/2001) and the lowest return was 19.64% (for the quarter ended 9/2001).

(PERFORMANCE GRAPH)

-18.4%  30.6%  29.5%   9.3%  14.0%    %
 2001   2002   2003   2004   2005   2006

                                ONE     FIVE   LIFE OF   DATE FIRST
                                YEAR   YEARS     FUND     AVAILABLE
                               -----   -----   -------   ----------
Capital Appreciation Trust
   Series I                    13.99%   1.80%            11/01/2000
   Series II(C)                13.70%   1.91%            01/28/2002
   Series NAV(B)               14.12%   1.77%            02/28/2005
Russell 1000 Growth Index(A)    5.26%   3.58%

(A) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had such performance reflected Series II expenses, performance would be lower.

(D) Since November, 2000 a portion of the Capital Appreciation Trust expenses were reimbursed. If such expenses had not been reimbursed, returns would be lower.

75

CLASSIC VALUE TRUST

SUBADVISER:            Pzena Investment Management, LLC.

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least
                       80% of its assets in domestic equity securities. The Fund
                       may invest in securities of foreign issuers, but will
                       generally limit such investments to American Depositary
                       Receipts (ADRs) and foreign securities listed and traded
                       on a U.S. Exchange or the NASDAQ market.

In managing the Fund, the subadviser seeks to identify companies that it believes are currently undervalued relative to the market, based on estimated future earnings and cash flow. These companies generally have market values at valuation ratios, such as price-to-book, below market average, as defined by the S&P 500 Index.

In choosing individual securities, the subadviser screens a universe of the 500 largest U.S. listed companies to construct a portfolio of approximately 30 to 40 stocks that the subadviser believes generally have the following characteristics:

- cheap on the basis of current price to estimated normal level of earnings

- current earnings below normal levels

- a sound plan to restore earnings to normal

- a sustainable business advantage

Using fundamental research and a proprietary computer model, the subadviser ranks these companies from the least to the most expensive on the basis of current share price to the subadviser's estimate of normal long-term earnings power. The subadviser's management team then focuses its research efforts on companies in the most undervalued 20% of the universe. After performing rigorous in-depth analysis that typically culminates in discussions with senior company management, the subadviser refines its earnings model and makes its final investment decision.

Before investing, the subadviser considers the value of an entire business relative to its price. The subadviser views itself as a long-term business investor, rather than a stock buyer. This systematic process is intended to ensure that the Fund's investments avoid the emotional inputs that can lead to overvalued securities.

The subadviser approaches sell decisions from the same disciplined framework. The subadviser automatically sells a security when it reaches fair value (i.e., the price fairly reflects the normal earnings power and the stock falls to the mid point in the subadviser's ranking system). The subadviser also will generally sell a security when there are more attractive opportunities or there is a change in company fundamentals.

The Fund is non-diversified, which means that it may concentrate its assets in a smaller number of issuers than a diversified Fund.

The subadviser seeks to maintain a fully invested portfolio (generally at least 90% invested), but does not try to make investment decisions based on short-term trends in the stock market. Therefore, if attractively priced stocks cannot be found, the portfolio's cash levels will increase. To the extent the portfolio's cash levels increase, its ability to achieve its investment objective will be limited.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

76

- Issuer Risk

- Non-Diversified Funds Risk

PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 4.57% (for the quarter ended 6/2005) and the lowest return was -- 1.81% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

 9.4%  [__]%
2005   2006

                               ONE    LIFE OF    DATE FIRST
                              YEAR   PORTFOLIO    AVAILABLE
                              ----   ---------   ----------
Classic Value Trust
   Series I                   9.42%    12.59%    05/03/2004
   Series II                  9.22%    12.38%    05/03/2004
   Series NAV(B)              9.53%    12.65%    04/29/2005
Russell 1000 Value Index(A)   7.07%    13.79%

(A) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(B) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

77

CORE EQUITY TRUST

SUBADVISER: Legg Mason Capital Management, Inc.

INVESTMENT OBJECTIVE: To seek long-term capital growth.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities that, in the subadviser's opinion, offer the potential for capital growth. The subadviser seeks to purchase securities at large discounts to the subadviser's assessment of their intrinsic value.

The subadviser seeks to purchase securities at large discounts to the subadviser's assessment of their intrinsic value. Intrinsic value, according to the subadviser, is the value of the company measured, to different extents depending on the type of company, by factors such as, but not limited to, the discounted value of its projected future free cash flows, its ability to earn returns on capital in excess of its cost of capital, private market values of similar companies and the costs to replicate the business. Qualitative factors, such as an assessment of the company's products, competitive positioning, strategy, industry economics and dynamics, regulatory frameworks and more, may also be considered. Securities may be undervalued due to, among other things, uncertainty arising from the limited availability of accurate information, economic growth and change, changes in competitive conditions, technological change, investor overreaction to negative news or events, and changes in government policy or geopolitical dynamics. The subadviser takes a long-term approach to investing, generally characterized by long holding periods. The Fund generally invests in companies with market capitalizations greater than $5 billion, but may invest in companies of any size.

The subadviser may decide to sell securities given a variety of circumstances, such as when a security no longer appears to the subadviser to offer the potential for long-term growth of capital, when an investment opportunity arises that the subadviser believes is more compelling, or to realize gains or limit potential losses.

The Fund may also invest in debt securities of companies having one or more of the above characteristics. The Fund may invest up to 20% of its net assets in long-term debt securities. Up to 10% of its total assets may be invested in debt securities rated below investment grade, commonly known as "junk bonds."

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Issuer Risk

PAST PERFORMANCE (A,B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 6.19% (for the quarter ended 12/2005) and the lowest return was 5.76% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

78

 5.9%      %
2005   2006

                     ONE    LIFE OF    DATE FIRST
                    YEAR   PORTFOLIO    AVAILABLE
                    ----   ---------   ----------
Core Equity Trust
   Series I         5.90%              05/03/2004
   Series II        5.77%              05/03/2004
   Series NAV(B)    6.04%              02/28/2005
S&P 500 Index(A)    4.91%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) Series NAV shares were first offered February 28, 2005. For periods prior to February 28, 2005, the performance shown reflects the performance of Series I shares. Series I shares have higher expenses than Series NAV shares. Had the performance for periods prior to February 28, 2005 reflected Series NAV expenses, performance would be higher.

79

EQUITY-INCOME TRUST

SUBADVISER: T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE: To provide substantial dividend income and also long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities, with 65% in common stocks of well-established companies paying above-average dividends.

The subadviser believes that income can contribute significantly to total return over time and expects the Fund's yield to exceed that of the S&P 500 Index. Dividends can also help reduce the Fund's volatility during periods of market turbulence and help offset losses when stock prices are falling.

The Fund employs a "value" approach and invests in stocks and other securities that appear to be temporarily undervalued by various measures and may be temporarily out of favor, but have good prospects for capital appreciation and dividend growth. Value investors seek to buy a stock (or other security) when its price is low in relation to what they believe to be its real worth or future prospects. By identifying companies whose stocks are currently out of favor, value investors hope to realize significant appreciation as other investors recognize a stock's intrinsic value. Finding undervalued stocks requires considerable research to identify the particular stocks, to analyze each company's underlying financial condition and prospects, and to assess the likelihood that a stock's underlying value will be recognized by the market and reflected in its price.

The Fund will generally consider companies with the following characteristics:

- established operating histories;

- above-average dividend yield relative to the S&P 500 Index;

- low price/earnings ratios relative to the S&P 500 Index;

- sound balance sheets and other financial characteristics; and

- low stock price relative to a company's underlying value, as measured by assets, cash flow or business franchises.

The Fund may also purchase other types of securities in keeping with its objective, including:

- U.S. and non-U.S. dollar denominated foreign securities including ADRs (up to 25% of total assets);

- preferred stocks;

- convertible stocks, bonds, and warrants; and

- futures and options.

The Fund may invest in fixed income securities without regard to quality or rating, including up to 10% in non-investment grade ("junk bonds") fixed income securities.

The Fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. and foreign dollar-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The Fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

The Fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below market (or even relatively nominal) rates. The SAI contains more complete description of such instruments and the risks associated therewith.

In pursuing the Fund's investment objective, the subadviser has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the subadviser believes a security could increase in value for a variety of reasons

80

including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including Value Investing Risk)

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

The Fund's emphasis on stocks of established companies paying high dividends, and its potential investments in fixed income securities, may limit its potential appreciation in a broad market advance.

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 16.68% (for the quarter ended 6/2003) and the lowest return was 17.40% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

29.7%   9.2%   3.4%    13%   1.3%  -13.3%  25.6%  14.8%   3.9%      %
1997   1998   1999   2000   2001    2002   2003   2004   2005   2006

                               ONE    FIVE    TEN    DATE FIRST
                              YEAR   YEARS   YEARS    AVAILABLE
                              ----   -----   -----   ----------
Equity-Income Trust
   Series I                   3.92%  5.65%           02/19/1993
   Series II(C)               3.72%  5.52%           01/28/2002
   Series NAV(B)              4.05%  5.66%           02/28/2005
Russell 1000 Value Index(E)   7.07%  5.28%

(A) Effective October 1, 1996, the portfolio changed its subadviser.
Performance reflects results prior to this change.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(D) Since June 1, 2000, a portion of the Equity-Income Trust expenses were reimbursed. If such expenses had not been reimbursed, returns would be lower.

(E) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of month end.

81

FUNDAMENTAL VALUE TRUST

SUBADVISER: Davis Selected Advisers, L.P.

INVESTMENT OBJECTIVE: To seek growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests in common stocks of U.S. companies with market capitalizations of at least $10 billion. The Fund may also invest in companies with smaller capitalizations.

The subadviser uses the Davis Investment Discipline in managing the Fund's portfolio. The Davis Investment Discipline involves conducting extensive research to seek to identify companies with durable business models that can be purchased at attractive valuations relative to their intrinsic value. The subadviser emphasizes individual stock selection and believes that the ability to evaluate management is critical. The subadviser routinely visits managers at their places of business in order to gain insight into the relative value of different businesses. Such research, however rigorous, involves predictions and forecasts that are inherently uncertain.

The subadviser has developed a list of characteristics that it believes help companies to create shareholder value over the long term and manage risk. While few companies possess all of these characteristics at any given time, the subadviser seeks to invest in companies that demonstrate a majority, or an appropriate mix, of these characteristics, although there is no guarantee that it will be successful in doing so.

- Proven track record

- Significant personal ownership in business

- Strong balance sheet

- Low cost structure

- High after-tax returns on capital

- High quality of earnings

- Non-obsolescent products / services

- Dominant or growing market share

- Participation in a growing market

- Global presence and brand names

The subadviser's goal is to invest in companies for the long term. The subadviser considers selling a security if it believes the stock's market price exceeds its estimates of intrinsic value, or if the ratio of the risks and rewards of continuing to own the stock is no longer attractive.

The Fund may also invest up to 20% of total assets in foreign securities and fixed income securities.

When the Fund is in a defensive position or awaiting investment of its assets, the ability to achieve its investment objective will be limited.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk (including value investing risk)

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

PAST PERFORMANCE (A,B,C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 17.39% (for the quarter ended 6/2003) and the lowest return was 12.57% (for the quarter ended 9/2002).

82

(PERFORMANCE GRAPH)

16.2%  29.8%  11.8%   8.8%      %
2002   2003   2004   2005   2006

                          ONE     FIVE     LIFE OF
                          YEAR   YEARS   [PORTFOLIO]   DATE FIRST
                          ----   -----   -----------   ----------
Fundamental Value Trust
   Series I               8.84%                        04/30/2001
   Series II(C)           8.70%                        01/28/2002
   Series NAV(B)          8.89%                        02/28/2005
 S&P 500 Index(A)         4.91%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

83

GROWTH TRUST

SUBADVISER: Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks to achieve its objective by outperforming its benchmark and it typically invests in equity securities of U.S. companies that, at the time of investment, are included in the Russell 1000 Index, or have size and growth characteristics similar to companies included in the Index. As of December 31, 2006, the market cap range of the Russell 1000 Index was $[__________] billion to $[__________] billion.

The subadviser uses proprietary research and multiple quantitative models to identify stocks it believes have improving fundamentals. The subadviser then narrows the selection to those stocks it believes have growth characteristics and are undervalued. Generally, these growth stocks are trading at prices below what the subadviser believes to be their fundamental value. The subadviser also uses proprietary techniques to adjust the Fund for factors such as stock selection discipline (criteria used for selecting stocks), industry and sector weights, and market capitalization. The factors considered by the subadviser and the models used may change over time.

The Fund intends to be fully invested, and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. In pursuing its investment strategy, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivative instruments, including options, futures, and swap contracts to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments); and (iii) manage risk by implementing shifts in investment exposure.

The Fund's benchmark is the Russell 1000 Growth Index, which measures the performance of those stocks included in the Russell 1000 Index (a large capitalization U.S. stock index) with higher price-to-book ratios and higher forecasted growth values, and which is independently maintained and published by the Frank Russell Company. As of December 31, 2006, the market cap range of the Russell 1000 Growth Index was $[__________] billion to $[__________] billion.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- Issuer Risk

PAST PERFORMANCE ([__________])

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

(PERFORMANCE GRAPH)

    %
2006

84

                             ONE     LIFE OF    DATE FIRST
                             YEAR   PORTFOLIO    AVAILABLE
                            -----   ---------   ----------
Growth Trust
   Series I                 [___]%    [___]%       [___]
   Series II                [___]%    [___]%       [___]
   Series NAV               [___]%    [___]%       [___]
Russell 1000 Growth Index   [___]%    [___]%

85

U.S. CORE TRUST

SUBADVISER: Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE: To seek a high total return.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) at the time of investment in investments tied economically to the U.S. and it invests in equity investments in U.S. companies whose stocks are included in the S&P 500 Index; or in companies with size and growth characteristics similar to companies that issue stocks included in the Index. As of December 31, 2006, the market capitalizations of companies included in the Index ranged from $[________] million to $[________] billion.

The subadviser uses proprietary research and quantitative models to seek out stocks it believes are undervalued or have improving fundamentals. Generally, these stocks trade at prices below what the subadviser believes to be their fundamental value. The subadviser also uses proprietary techniques to adjust the Fund for factors such as stock selection discipline (criteria used for selecting stocks), industry and sector weights, and market capitalization. The factors considered by the subadviser and the models it uses may change over time.

The Fund intends to be fully invested and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. In pursuing its investment objective, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivative instruments, including options, futures, and swap contracts, to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments); or (iii) manage risk by implementing shifts in investment exposure.

The Fund's benchmark is the S&P 500 Index, an index of large capitalization U.S. stocks which is independently maintained and published by Standard & Poor's.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Equity Securities Risk (including value investing risk)

- ETFs Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any Fund is not necessarily an indication of how a Fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 20.16% (for the quarter ended 12/1998) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

32.8%  26.5%  18.9%   7.1%  11.3%  24.3%  26.6%   6.8%   2.0%  [_____]%
1997   1998   1999   2000   2001   2002   2003   2004   2005     2006

86

                    ONE    FIVE    TEN    DATE FIRST
                   YEAR   YEARS   YEARS    AVAILABLE
                   ----   -----   -----   ----------
U.S. Core Trust
   Series I        2.03%  -1.53%   7.75%  04/23/1991
   Series II(B)    1.84%  -1.65%   7.69%  01/28/2002
   Series NAV(A)   1.98%  -1.54%   7.75%  04/29/2005
   S&P 500 Index   4.91%   0.54%   9.07%

(A) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses, performance would be higher.

(B) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had such performance reflected Series II expenses, performance would be lower.

87

GROWTH & INCOME TRUST

SUBADVISER: Independence Investments LLC

INVESTMENT OBJECTIVE: To seek income and long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 65% of its total assets in a diversified mix of common stocks of large U.S. companies.

The subadviser selects stocks that are believed to have improving fundamentals and attractive valuations. Stocks are purchased that appear to be undervalued relative to their peers and to have improving earnings growth prospects. The subadviser seeks to maintain risk and sector characteristics similar to the market benchmark for this Fund. The Fund is a large cap stock portfolio. The subadviser normally invests at least 65% (usually higher) of the Funds's total assets in companies with market capitalizations that are within the range of capitalizations of the companies in the Russell 1000 Index ($[582] million to $[370.3] billion as of December 31, 2006) or the S&P 500 Index ($[768] million to $[370] billion as of December 31, 2006).

The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example:
U.S. dollar denominated foreign securities and ADRs, certain Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other securities).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Equity Securities Risk

- Issuer Risk

- IPOs Risk

PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any Fund is not necessarily an indication of how a Fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 24.07% (for the quarter ended 12/1998) and the lowest return was --17.14% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

20.1%  29.8%  30.2%  16.2%  -13.1%  -15.4%  -22.2%  24.3%  11.0%   9.0%
1996   1997   1998   1999    2000    2001    2002   2003   2004   2005

                         ONE    FIVE    TEN    DATE FIRST
                        YEAR   YEARS   YEARS    AVAILABLE
                        ----   -----   -----   ----------
Growth & Income Trust   8.98%  -0.21%   7.33%  03/29/1986
Series NAV(A)
Russell 1000 Index      6.27%   1.07%   9.29%
Combined Index(B)       6.27%   1.04%   9.35%

88

(A) The Series NAV shares of the Growth & Income Trust were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Growth & Income Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Growth & Income Fund, the Fund's predecessor. These shares were first issued on March 29, 1986.

(B) The Combined Index represents the S&P 500 Index from April 1986 to April 2002 and the Russell 1000 Index from May 2002 to the present.

(C) Current subadviser has managed the entire portfolio since April 29, 2005. The current subadviser has managed a portion of the portfolio since its inception.

89

INTRINSIC VALUE TRUST

SUBADVISER: Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE: To seek long-term capital growth

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks to achieve its objective by outperforming its benchmark, the Russell 1000 Value Index. The Fund typically makes equity investments in U.S. companies whose stocks, at the time of investment, are included in the Russell 1000 Index, or in companies with size and value characteristics similar to those of companies with stocks in the Index. As of December 31, 2006, the market capitalization range of the Russell 1000 Index was $[__________] billion to $[__________] billion.

The subadviser uses proprietary research and multiple quantitative models to seek out stocks it believes are undervalued or have improving fundamentals and positive sentiment. Generally, these stocks are trading at prices below what the subadviser believes to be their fundamental value. The subadviser also uses proprietary techniques to adjust the Fund for factors such as stock selection discipline (criteria used for selecting stocks), industry and sector weights, and market capitalization. The factors considered by the subadviser and the models used may change over time.

The Fund intends to be fully invested, and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. In pursuing its investment strategy, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivative instruments, including options, futures, and swap contracts to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments); and (iii) manage risk by implementing shifts in investment exposure.

Benchmark. The Fund's benchmark is the Russell 1000 Value Index, which measures the performance of stocks included in the Russell 1000 Index (a large capitalization U.S. stock index) with lower price-to-book ratios and lower forecasted growth values, and which is independently maintained and published by the Frank Russell Company. As of December 31, 2006, the market cap range of the Russell 1000 Value Index was $[__________] billion to $[__________] billion.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Issuer Risk

PERFORMANCE [__________]

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2006

90

                         ONE   DATE FIRST
                        YEAR    AVAILABLE
                        ----   ----------
Intrinsic Value Trust
   Series NAV(A)          %    12/31/2005
   Russell 1000 Index     %
   Combined Index(B)      %

91

LARGE CAP TRUST

SUBADVISER: UBS Global Asset Management (Americas) Inc.

INVESTMENT OBJECTIVE: To seek to maximize total return, consisting of capital appreciation and current income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. large capitalization companies. The Fund defines large capitalization companies as those with a market capitalization range, at the time of investment, equal to that of the Fund's benchmark, the Russell 1000 Index. As of December 31, 2006, the market capitalization range of the Russell 1000 Index was $[__________] billion to $[__________] billion.

In general, the Fund emphasizes large capitalization stocks, but it may also invest up to 20% of its net asset in equities securities of small and intermediate capitalization companies. Investments in equity securities may include dividend-paying securities, common stock and preferred stock, IPOs, ETFs, shares of investment companies, convertible securities, warrants and rights. For purposes of the Fund, ETFs are considered securities with a market capitalization equal to the weighted average market capitalization of the basket of securities comprising the ETF. The Fund may (but is not required to) use options, futures and other derivatives as part of its investment strategy or to help manage Fund risks.

SECURITIES SELECTION

In selecting securities, the subadviser focuses on, among other things, identifying discrepancies between a security's fundamental value and its market price. In this context, the fundamental value of a given security is the subadviser's assessment of what a security is worth. The subadviser will select a security whose estimated fundamental value is greater than its market value at any given time. For each stock under analysis, the subadviser bases its estimates of value upon economic, industry and company analysis, as well as upon a company's management team, competitive advantage and core competencies. The subadviser then compares its assessment of a security's value against the prevailing market prices, with the aim of constructing a Fund of stock with attractive relative price/value characteristics.

The Fund will invest in companies within its capitalization range as described above. However, the Fund may invest a portion of its assets in securities outside this range.

The subadviser actively manages the Fund which may, at times, result in a higher than average Fund turnover ratio.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- ETFs Risk

- High Portfolio Turnover Risk

- IPOs Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PERFORMANCE [__________]

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

92

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

         %
2006

                         ONE   DATE FIRST
                        YEAR    AVAILABLE
                        ----   ----------
Large Cap Trust
   Series NAV(A)          %    05/__/2005
   Russell 1000 Index     %
   Combined Index(B)      %

93

LARGE CAP VALUE TRUST

SUBADVISER: BlackRock Investment Management, LLC

INVESTMENT OBJECTIVE: To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of large cap companies. The Fund will seek to achieve this objective by investing in a diversified portfolio of equity securities of large cap companies located in the U.S. The Fund will seek to outperform the Russell 1000 Value Index by investing in equity securities that the subadviser believes are selling at below normal valuations. As of December 31, 2006, the capitalization range of the Russell 1000 Value Index was $[__________] billion to $[__________] billion.

The subadviser selects from among companies that are, at the time of purchase, included in the Russell 1000 Valule Index. The Russell 1000 Value Index, a subset of the Russell 1000 Index, consists of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.

In selecting securities for the Fund, the subadviser uses a proprietary multi-factor quantitative model. The factors employed by the model include stock valuation, quality of earnings and potential future earnings growth. The Investment Adviser looks for strong relative earnings growth, earnings quality and good relative valuation. A company's stock price relative to its earnings and book value is also examined. If the subadviser believes that a company is overvalued, the company will not be considered as an investment for the Fund.

After the initial screening, the subadviser relies on fundamental analysis, using both internal and external research, to optimize its quantitative model to choose companies the subadviser believes have strong, sustainable earnings growth with current momentum at attractive price valuations.

Because the Fund will not hold all the stocks in the Russell 1000 Value Index and because a Fund's investments may be allocated in amounts that vary from the proportional weightings of the various stocks in that index, the Fund is not an "index" fund. In seeking to outperform the Fund's benchmark, however, the subadviser reviews potential investments using certain criteria that are based on the securities in the index. These criteria currently include the following:

- Relative price to earnings and price to book ratios

- Stability and quality of earnings

- Earnings momentum and growth

- Weighted median market capitalization of the Fund

- Allocation among the economic sectors of the Fund as compared to the benchmark index

- Weighted individual stocks within the applicable index.

The Fund may also invest in securities of foreign issuers that are represented by American Depositary Receipts ("ADRs").

The Fund may invest in investment grade convertible securities, preferred stocks, illiquid securities, and U.S. Government debt securities (i.e., securities that are direct obligations of the U.S. Government). There are no restrictions on the maturity of the debt securities in which a Fund may invest.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk, (including value investing risk)

- High Portfolio Turnover Risk

- Issuer Risk

94

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 11.84% (for the quarter ended 12/2004) and the lowest return was 0.16% (for the quarter ended 6/2004).

(PERFORMANCE GRAPH)

21.8%  15.5%
2004   2005

                                          Life of    Date First
                              One Year   Portfolio    Available
                              --------   ---------   ----------
Large Cap Value Trust
   Series I                    15.49%                05/05/2003
   Series II                   15.26%                05/05/2003
   Series NAV(B)               15.54%                02/28/2005
Russell 1000 Value Index(A)     7.07%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

95

QUANTITATIVE ALL CAP TRUST

SUBADVISER: MFC Global Investment Management (U.S.A.) Limited

INVESTMENT OBJECTIVE: To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks to achieve its objective by investing at least 65% of its total assets, at the time of investment, in equity securities of U.S. companies. The Fund will focus on equity securities of U.S. companies across the three market capitalization ranges of large, mid and small.

The subadviser ranks stocks based on financial attributes, including earnings, valuation, growth and momentum using quantitative analysis. (Quantitative analysis is the process of determining the value of a security by examining its numerical, measurable characteristics such as revenues, price, earnings, valuation and growth and by performing statistical and numerical analysis on this characteristic data). The management team will then use fundamental analysis to identify large-, mid- and small-cap companies with strong industry position, leading market share, proven management and strong financials. Stocks meeting both fundamental and quantitative analysis will be considered for the Fund.

The Fund may invest in foreign securities and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date. Investments in foreign securities may include depositary receipts.

The Fund may invest in or use the following derivatives for hedging purposes in a manner consistent with the investment objectives of the Fund and as permitted by applicable securities legislation: buying futures and S&P Depository Receipts. Such use would include the hedging of significant cash flows into or out of the Fund.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 11.25% (for the quarter ended 12/2004) and the lowest return was 1.74% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

14.9%   8.6%      %
2004   2005   2006

96

                              ONE    LIFE OF    DATE FIRST
                             YEAR   PORTFOLIO    AVAILABLE
                             ----   ---------   ----------
Quantitative All Cap Trust
   Series I                  8.58%              05/05/2003
   Series II                 8.36%              05/05/2003
   Series NAV(B)             8.92%              04/29/2005
Russell 3000 Index(A)        6.13%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

97

QUANTITATIVE VALUE TRUST

SUBADVISER: MFC Global Investment Management (U.S.A.) Limited

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund seeks to achieve its objective by investing at least 65% of its total assets in large-cap U.S. securities with the potential for long-term growth of capital.

The Fund invests in large-cap U.S. securities with the potential for long-term growth of capital. The subadviser uses both qualitative and quantitative analysis to determine the best investment values, emphasizing securities that may have been undervalued by the market.

Qualitative analysis may include company visits and management interviews while quantitative analysis may include evaluations of financial data, assessment of market share and industry position, and factors such as price-to-earnings ratios, dividend yield, and earnings growth.

The Fund may also invest in foreign securities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk (including value investing risk)

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

PAST PERFORMANCE (A,B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 4.48% (for the quarter ended 9/2005) and the lowest return was 0.34% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

 9.2%
2005

                               ONE    LIFE OF   DATE FIRST
                              YEAR   PORTFOLIO  AVAILABLE
                              ----   ---------  ----------
Quantitative Value Trust
   Series I                   9.19%             05/03/2004
   Series II                  8.82%             05/03/2004
   Series NAV(B)              9.23%             02/28/2005
Russell 1000 Value Index(A)   7.07%

98

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) Series NAV shares were first offered February 28, 2005. For periods prior to February 28, 2005, the performance shown reflects the performance of Series I shares. Series I shares have higher expenses than Series NAV shares. Had the performance for periods prior to February 28, 2005 reflected Series NAV expenses, performance would be higher.

99

STRATEGIC OPPORTUNITIES TRUST

SUBADVISER: UBS Global Asset Management (Americas) Inc.

INVESTMENT OBJECTIVE: To seek growth of capital. Although current income is a secondary objective, growth of income may accompany growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests 65% of its net assets in common stocks. Investments may include securities of domestic and foreign issuers, and growth or value stocks or a combination of both.

The subadviser may invest the Fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

The subadviser is not constrained by any particular investment style. At any given time, the subadviser may tend to buy "growth" stocks or "value" stocks, or a combination of both types. In buying and selling securities for the portfolio, The subadviser relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates, and management.

The subadviser may use various techniques, such as buying and selling futures contracts and exchange traded portfolios, to increase or decrease the portfolio's exposure to changing security prices or other factors that affect security values. If the subadviser's strategies do not work as intended, the Fund may not achieve its objective.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 19.59% (for the quarter ended 6/2003) and the lowest return was 27.33% (for the quarter ended 9/2001).

(PERFORMANCE GRAPH)

19.2%   9.4%  27.7%  -6.4%  -15.3%  -38.8%  25.8%  12.3%   9.7%      %
1997   1998   1999   2000    2001    2002   2003   2004   2005   2006

                                 ONE    FIVE    TEN    DATE FIRST
                                YEAR   YEARS   YEARS    AVAILABLE
                                ----   -----   -----   ----------
Strategic Opportunities Trust
   Series I                     9.72%  -4.25%   4.20%  06/18/1985
   Series II(E)                 9.55%  -4.33%   4.16%  01/28/2002

100

   Series NAV(D)                9.82%  -4.22%   4.22%  04/29/2005
   S&P 500 Index(B)             4.91%   0.54%   9.07%
Combined Index(C)               4.91%   1.18%   8.66%

(A) Current subadviser assignment became effective December 13, 1991.

(B) Effective November 1, 2002, the portfolio's performance is compared against the Standard & Poor's 500 (S&P 500) Index, rather than the Russell 3000 Index, due to changes in the portfolio's investment policies which resulted in a change to the portfolio's benchmark.

(C) The Combined Index represents the performance of the Russell Midcap Index from inception to April 30, 2001 and the Russell 3000 Index from May 1, 2001 through October 2002, and the performance of the S&P 500 Index thereafter.

(D) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(E) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

101

U.S. GLOBAL LEADERS GROWTH TRUST

SUBADVISER: Sustainable Growth Advisers, L.P.

INVESTMENT OBJECTIVE: To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests least 80% of its net assets (plus any borrowing for investment purposes) in stocks of companies the subadviser regards, at the time of investment, as "U.S. Global Leaders." The Fund invests in common stocks of U.S. Global Leaders companies determined by the subadviser to have a high degree of predictability and above average sustainable long-term growth.

As a result of its investment strategy, the Fund invests in large capitalization companies (companies in the capitalization range of the S&P 500 Index) ($[__________] to $[__________] as of December 31, 2006). The subadviser considers U.S. Global Leaders to be U.S. companies with multi-national operations that typically exhibit the following sustainable growth characteristics:

- Hold leading market share of their relevant industries that result in high profit margins and high investment returns.

- Supply consumable products or services so that their revenue streams are recurring.

The subadviser seeks to identify companies with superior long-term earnings prospects and to continue to own them as long as the subadviser believes they will continue to enjoy favorable prospects for capital growth and are not overvalued in the marketplace.

The Fund may invest in other types of equities and foreign stocks.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 3.54% (for the quarter ended 9/2005) and the lowest return was 5.32% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

 0.9%      %
2005   2006

                                    ONE    LIFE OF    DATE FIRST
                                   YEAR   PORTFOLIO    AVAILABLE
                                   ----   ---------   ----------
U.S. Global Leaders Growth Trust
   Series I                        0.87%              05/03/2004
   Series II                       0.78%              05/03/2004
   Series NAV(C)                   1.00%              02/28/2005
S&P 500 Index(A)                   4.91%

102

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) Series NAV shares were first offered February 28, 2005. For periods prior to February 28, 2005, the performance shown reflects the performance of Series I shares. Series I shares have higher expenses than Series NAV shares. Had the performance for periods prior to February 28, 2005 reflected Series NAV expenses, performance would be higher.

103

U.S. LARGE CAP TRUST

SUBADVISER: Capital Guardian Trust Company

INVESTMENT OBJECTIVE: To seek long-term growth of capital and income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity and equity-related securities of U.S. companies with market capitalizations, at the time of investment, greater than $500 million.

In selecting investments, greater consideration is given to potential appreciation and future dividends than to current income. The Fund may hold ADRs and other U.S. registered securities of foreign issuers which are denominated in U.S. dollars.

The subadviser has an extensive commitment to fundamental research, with a large team of experienced equity analysts focused on gathering in-depth information firsthand on companies and industries in the U.S. and throughout the world. Global research has become crucial in managing U.S. equities. The subadviser's research strength is leveraged through a bottom-up approach to portfolio construction. Returns for U.S. equity portfolios are pursued through active security selection. While the subadviser's portfolio managers are mindful of benchmark characteristics, industry sector weightings are primarily the result of finding value in individual securities.

Based on the research carried out by the equity analysts, portfolio managers look across industry sectors in selecting stocks for the Fund. With a long-term perspective, portfolio managers look for quality companies at attractive prices that will outperform their peers and the benchmark over time.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

104

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 18.70% (for the quarter ended 6/2003) and the lowest return was 20.15% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

 2.8%  -2.5%  -25.2%  37.1%   9.4%   5.8%      %
2000   2001    2002   2003   2004   2005   2006

                        ONE    FIVE    LIFE OF    DATE FIRST
                       YEAR   YEARS   PORTFOLIO    AVAILABLE
                       ----   -----   ---------   ----------
U.S. Large Cap Trust
   Series I            5.82%  2.96%               05/01/1999
   Series II(C)        5.73%  2.83%               01/28/2002
   Series NAV(B)       5.92%  2.98%               02/28/2005
S&P 500 Index(A)       4.91%  0.54%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

105

U.S. MULTI SECTOR TRUST

SUBADVISER: Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE: To seek long term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in investments that are, at the time of investment, tied economically to the U.S. The Fund seeks to achieve its objective by outperforming its benchmark, the Russell 3000 Index. The Fund normally invests in securities in the Wilshire 5000 Stock Index, an independently maintained and published equity index which measures the performance of all equity securities (with readily available price data) of issuers with headquarters in the U.S.

The Russell 3000 Index is an independently maintained and published index which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. This index represents approximately 98% of the investable U.S. equity market. As of December 31, 2006, the market capitalizations of companies included in the Russell 3000 Index ranged from $[__________] million to $[__________] billion.

In managing the Fund, the subadviser uses proprietary research and quantitative models to determine the Fund's selections of securities. These models use rolling multi-year forecasts of relative value and risk among the major sectors in the U.S. equity market (large cap value, large cap growth, large cap core, small cap value, small cap growth, and real estate/ REIT) in which the Fund invests.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- Issuer Risk

- Real Estate Securities Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

 9.0%
2005   2006

                                      DATE FIRST
                          ONE YEAR     AVAILABLE
                          --------   ------------
U.S. Multi Sector Trust              10/[__]/2005
   Series NAV(A)
   Russell 3000 Index
   Combined Index(B,)

106

VALUE & RESTRUCTURING TRUST

SUBADVISER: UST Advisers, Inc.

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 65% of its total assets in common stocks of U.S. and foreign companies whose share price, in the opinion of the subadviser, does not reflect the economic value of the company's assets, but where the subadviser believes restructuring efforts or industry consolidation will serve to highlight the true value of the company.

In choosing investments for the Fund, the subadviser looks for companies where restructuring activities, such as consolidations, outsourcings, spin-offs or reorganizations, will offer significant value to the issuer and increase its investment potential. The subadviser may select companies of any size for the Fund, and the Fund invests in a diversified group of companies across a number of different industries.

In addition, the Fund's strategy of investing in companies that the subadviser believes will benefit from restructuring or redeployment of assets carries the risk that an anticipated restructuring or business combination may fail to occur or may occur and fail to produce reasonably anticipated benefits. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

        %
2006

                               ONE   DATE FIRST
                              YEAR    AVAILABLE
                              ----   ----------
Value & Restructuring Trust            10/2005
Series NAV(A)

107

INTERNATIONAL FUNDS

GLOBAL TRUST

SUBADVISER: Templeton Global Advisors Limited

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests primarily in the equity securities of companies located throughout the world, including emerging markets.

The Fund may also invest up to 25% of its total assets in debt securities of companies and governments located anywhere in the world. The Fund also invests in depository receipts. Equity securities may include common stocks, preferred stocks and convertible securities. The Fund may lend certain of its securities.

When choosing equity investments for the Fund, the subadviser applies a "bottom up," value-oriented. long-term approach, focusing on the market price of a company's securities relative to the subadviser's evaluation of the company's long-term earnings, asset value and cash flow potential. The subadviser also considers a company's price/earnings ratio, price/cash flow ratio, profit margins and liquidation value.

The Fund may use various derivative strategies to help to protect its assets, implement a cash or tax management strategy or enhance its returns. No more than 5% of the Fund's total assets may be invested in, or exposed to, options and swaps agreements (as measured at the time of investment).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value risk investing)

- Foreign Securities Risk (including emerging market risk)

- Fixed Income Security Risk

- Issuer Risk

PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 17.83% (for the quarter ended 6/2003) and the lowest return was --16.96% (for the quarter ended 9/2001).

20.8%  12.3%   3.7%  12.2%  -16.1%  -19.1%  27.5%  14.8%  10.7%  [____]
1997   1998   1999   2000    2001    2002   2003   2004   2005    2006

                    ONE     FIVE    TEN    DATE FIRST
                    YEAR   YEARS   YEARS    AVAILABLE
                   -----   -----   -----   ----------
Global Trust
   Series I        10.72%   1.91%  6.92%   03/18/1988
   Series II(C)    10.50%   1.79%  6.86%   01/28/2002
   Series III(D)   10.42%   1.82%  6.87%   09/05/2003
   Series NAV(B)   10.72%   1.91%  6.92%   04/29/2005
MSCI World Index   10.02%   2.64%  7.47%

108

(A) Effective October 1, 1996, April 30, 2001 and December 9, 2003, the portfolio changed its subadviser. Performance reflects results prior to these changes.

(B) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(D) Series III shares were first offered September 5, 2003. For periods prior to September 5, 2003, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series III shares. Had the performance for periods prior to September 5, 2005 reflected Series III expenses, performance would be lower.

109

INTERNATIONAL GROWTH TRUST

SUBADVISER: Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE: To seek high total return primarily through capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its total assets in equity investments. The Fund typically invest in a diversified portfolio of equity investments from a number of developed markets outside the U.S.

The Fund seeks to achieve its objective by outperforming its benchmark, the S&P/Citigroup Primary Market Europe, Pacific, Asia Composite Growth Style Index.

The subadviser, using proprietary research and multiple quantitative models, seeks to add value by capitalizing on inefficiencies it perceives in the pricing of growth stocks. The subadviser applies quantitative and fundamental investment principles to select growth stocks the subadviser believes have improving fundamentals and prices that reflect the relevant market's discount to their fundamental value. The subadviser maintains diversification across countries, and tilt the Fund's portfolio in favor of countries that The subadviser believes have the highest growth prospects or that the subadviser believes are most undervalued. The subadviser also considers factors that may influence the growth potential of a particular country, such as currency valuation. The factors considered by the subadviser and the models used may change over time.

The Fund intends to be fully invested, and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. In pursuing its investment strategy, the Fund may (but is not obligated to) use exchange-traded and over-the-counter derivatives and related instruments, including options, futures, and swap contracts, to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments); (iii) manage risk by implementing shifts in investment exposure; and (iv) adjust its foreign currency exposure. The Fund's foreign currency exposure may differ significantly from the currency exposure represented by its equity investments. The Fund may also take active over weighted and underweighted positions in particular currencies relative to its benchmark.

The Fund's benchmark is the S&P/Citigroup Primary Market Index ("PMI") Europe, Pacific, Asia Composite ("EPAC") Growth Style Index, an independently maintained and published index composed of stocks in the EPAC regions of the PMI that have a growth style. The PMI is the large-capitalization stock component of the S&P/Citigroup Broad Market Index ("BMI") (which includes listed shares of companies from developed and emerging market countries with a total available market capitalization of at least the local equivalent of USD100 million), representing the top 80% of available capital of the BMI in each country and including about 25% of the BMI issues.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including growth investing risk)

- Foreign Securities Risk

- Issuer Risk

- Liquidity Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

110

\
The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2006

                                         ONE   DATE FIRST
                                        YEAR    AVAILABLE
                                        ----   ----------
International Growth Trust Series NAV           12/31/05
   [__________] Index

111

INTERNATIONAL OPPORTUNITIES TRUST

SUBADVISER: Marsico Capital Management, LLC

INVESTMENT OBJECTIVE: To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 65% of its total assets in common stocks of foreign companies that are selected for their long-term growth potential. The Fund invests in companies of any size throughout the world. The Fund invests in issuers from at least three different countries not including the U.S. The Fund invests in common stocks of companies operating in emerging markets.

The Fund normally maintains a core position of between 35 and 50 common stocks. The Fund may hold a limited number of additional common stocks at times such as when the portfolio manager is accumulating new positions, phasing out and replacing existing positions, or responding to exceptional market conditions.

In selecting investments for the Fund, the subadviser uses an approach that combines "top-down" macro-economic analysis with "bottom-up" stock selection.

The "top-down" approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation, demographics, the regulatory environment, and the global competitive landscape. In addition, the subadviser may also examine other factors that may include, without limitation, the most attractive global investment opportunities, industry consolidation, and the sustainability of financial trends observed. As a result of the "top-down" analysis, the subadviser seeks to identify sectors, industries and companies that may benefit from the overall trends the subadviser has observed.

The subadviser then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company or security may be a suitable investment, the subadviser may focus on any of a number of different attributes that may include, without limitation, the company's specific market expertise or dominance; its franchise durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management; commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a company or security may be an attractive investment prospect. This process is called "bottom-up" stock selection.

As part of this fundamental, "bottom-up" research, the subadviser may visit with various levels of a company's management, as well as with its customers and (as relevant) suppliers, distributors, and competitors. The subadviser also may prepare detailed earnings and cash flow models of companies. These models may assist the subadviser in projecting potential earnings growth and other important company financial characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally intended to replicate and describe a company's past, present and potential future performance. The models may include quantitative information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.

The subadviser may reduce or sell a Fund's investments in portfolio companies if, in the opinion of the subadviser, a company's fundamentals change substantially, its stock price appreciates excessively in relation to fundamental earnings growth prospects, the company appears not to realize its growth potential, or there are more attractive investment opportunities elsewhere.

The Fund's core investments generally are comprised of established companies and securities that exhibit growth characteristics. However, the portfolio also may typically include companies with more aggressive growth characteristics, and companies undergoing significant changes: e.g., the introduction of a new product line, the appointment of a new management team or an acquisition.

Primarily for hedging purposes, the Fund may use options (including options on securities and securities indices), futures, and foreign currency forward contracts.

112

Under normal market conditions, the Fund may invest up to 10% of its total assets in all types of fixed income securities and up to an additional 5% of its total assets in high-yield bonds ("junk bonds") and mortgage and asset-backed securities. The Fund may also invest in the securities of other investment companies to a limited extent, and would intend to do so primarily for cash management purposes.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including growth inventory risk)

- Fixed Income Securities Risk

- Foreign Securities Risk (including Emerging Markets Risk)

- High Portfolio Turnover Risk

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2005   2006

                                     ONE   DATE FIRST
                                    YEAR    AVAILABLE
                                    ----   ----------
International Opportunities Trust           5/__/2005
Series NAV(A)
Russell 2000 Index
Combined Index

113

INTERNATIONAL SMALL CAP TRUST

SUBADVISER: Templeton Investment Counsel, LLC

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in securities issued by foreign companies in emerging markets which have total stock market capitalizations or annual revenues of $4 billion or less.

In some emerging markets, the Fund may invest in companies that qualify as smaller companies but that still are among the largest in the market. The Fund may also invest a portion of its assets in the equity securities of larger foreign companies.

An equity security, or stock, represents a proportionate share of the ownership of a company; its value is based on the success of the company's business, any income paid to stockholders, the value of its assets, and general market conditions. Common stocks, preferred stocks and convertible securities are examples of equity securities. Convertible securities have characteristics of both debt securities (which is generally the form in which they are first issued) and equity securities (which are what they can be converted into).

The Fund may invest more than 25% of its total assets in the securities of issuers located in any one country. At least 65% of the Fund's total assets are normally invested in foreign securities representing a minimum of three countries (other than the United States).

When choosing equity investments for this Fund, the subadviser applies a "bottom up", value-oriented, long-term approach, focusing on the market price of a company's securities relative to the subadviser's evaluation of the company's long-term earnings, asset value and cash flow potential. The subadviser also considers a company's price/earnings ratio, profits margins and liquidation value.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Currency Risk

- Equity Securities Risk

- Foreign Securities Risk (including emerging market risk)

- Issuer Risk

- Small and Medium Companies Risk

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 58.65% (for the quarter ended 12/1999) and the lowest return was 22.36% (for the quarter ended 9/2001).

(PERFORMANCE GRAPH)

 0.8%  11.9%  84.9%  -29.2%  -31.1%  -16.7%  54.7%  21.2%  10.4%      %
1997   1998   1999    2000    2001    2002   2003   2004   2005   2006

114

                                                  ONE     FIVE    TEN    DATE FIRST
                                                  YEAR   YEARS   YEARS    AVAILABLE
                                                 -----   -----   -----   ----------
International Small Cap Trust
   Series I                                      10.39%   3.51%          03/04/1996
   Series II(E)                                  10.10%   3.39%          01/28/2002
   Series NAV(D)                                 10.41%   3.51%          02/28/2005
Combined Index(B, C)                             27.01%  11.13%
Citigroup Global Ex U.S.A. $2 Billion Index(B)   26.76%  17.48%

(A) Current subadviser assignment became effective May 1, 2003.

(B) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(C) The Combined Index is a blend of the MSCI World ex US Index from inception through May 31, 2003 and the Citigroup Global ex US $2 billion Index from June 1, 2003 and thereafter.

(D) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(E) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

115

INTERNATIONAL SMALL COMPANY TRUST

SUBADVISER: Dimensional Fund Advisors

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of small cap companies in the particular markets in which the Fund invests. As of December 31, 2006, the maximum market capitalization range of eligible companies was approximately $590 million to $4.2 billion. The Fund will primarily invest its assets in equity securities of non-U.S. small companies of developed markets but may also invest in emerging markets.

The Fund will primarily invest in a broad and diverse group of readily marketable stocks of small companies associated with developed markets but may also invest in emerging markets. The Fund invests its assets in securities listed on bona fide securities exchanges or traded on the over-the-counter markets, including securities listed or traded in the form of International Depositary Receipts, American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts, Non-Voting Depository Receipts and other similar securities, including dual listed securities. Each of these securities may be traded within or outside the issuer's domicile country.

The subadviser determines company size on a country or region specific basis and based primarily on market capitalization. In the countries or regions authorized for investment, the subadviser first ranks eligible companies listed on selected exchanges based on the companies' market capitalizations. The subadviser then determines the universe of eligible stocks by defining the maximum market capitalization of a small company that may be purchased by the Fund with respect to each country or region. This threshold will vary by country or region, and dollar amounts will change due to market conditions.

The Fund intends to purchase securities in each applicable country using a market capitalization weighted approach. The subadviser, using this approach and its judgment, will seek to set country weights based on the relative market capitalizations of eligible small companies within each country. See "Market Capitalization Weighted Approach" below. As a result, the weightings of certain countries in the Fund may vary from their weightings in international indices, such as those published by FTSE International, Morgan Stanley Capital International or Citigroup.

The subadviser will determine in its discretion when and whether to invest in countries that have been authorized for investment by its Investment Committee, depending on a number of factors such as asset growth in the Fund and characteristics of each country's market. The subadviser's Investment Committee may authorize other countries for investment in the future, and the Fund may continue to hold investments in countries not currently authorized for investment but that had previously been authorized for investment, including but not limited to, investments in securities associated with countries designated by the Investment Committee as emerging markets.

The Fund also may use derivatives, such as futures contracts and options on futures contracts, to gain market exposure on the Fund's uninvested cash pending investment in securities or to maintain liquidity to pay redemptions. The Fund may enter into futures contracts and options on futures contracts for foreign or U.S. equity securities and indices.

The Fund does not seek current income as an investment objective and investments will not be based upon an issuer's dividend payment policy or record. However, many of the companies whose securities will be included in the Fund do pay dividends. It is anticipated, therefore, that the Fund will receive dividend income.

MARKET CAPITALIZATION WEIGHTED APPROACH

The Fund structure involves market capitalization weighting in determining individual security weights and, where applicable, country or region weights. Market capitalization weighting means each security is generally purchased based on the issuer's relative market capitalization. Market capitalization weighting will be adjusted by the subadviser for a variety of factors. The Fund may deviate from market capitalization weighting to limit or fix the

116

exposure to a particular country or issuer to a maximum proportion of the assets of the fund. Additionally, the subadviser may consider such factors as free float, momentum, trading strategies, liquidity management and other factors determined to be appropriate by the subadviser given market conditions. The subadviser may exclude the stock of a company that meets applicable market capitalization criterion if the subadviser determines that the purchase of such security is inappropriate in light of other conditions. These adjustments will result in a deviation from traditional market capitalization weighting.

Country weights may be based on the total market capitalization of companies within each country. The calculation of country market capitalization may take into consideration the free float of companies within a country or whether these companies are eligible to be purchased for the particular strategy. In addition, to maintain a satisfactory level of diversification, the Investment Committee may limit or adjust the exposure to a particular country or region to a maximum proportion of the assets of that vehicle. Country weights may also deviate from target weights due to general day-to-day trading patterns and price movements. As a result, the weighting of certain countries will likely vary from their weighting in published international indices. Also, deviation from target weights may result from holding securities from countries that are no longer authorized for future investments.

A more complete description of Market Capitalization Weighted Approach is set forth in the SAI.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk (including emerging market risk)

- Issuer Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

2006

                                                   ONE   DATE FIRST
                                                  YEAR    AVAILABLE
                                                  ----   ----------
International Small Company Trust Series NAV(A)           5/__/2006

117

INTERNATIONAL CORE TRUST

SUBADVISER: Grantham, Mayo, Van Otterloo & Co. LLC

INVESTMENT OBJECTIVE: To seek high total return.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its total assets in equity investments. The Fund typically invests in a diversified portfolio of equity investments from a number of developed markets outside the U.S.

The Fund seeks to achieve its objective by outperforming its benchmark, the MSCI EAFE Index (Europe, Australasia, and Far East). As of December 31, 2006, the market capitalization of companies that issue stocks included in the MSCI EAFE Index ranged from $[__________] million to $[__________] billion.

The subadviser uses proprietary research and quantitative models to evaluate and select individual stocks, countries, and currencies based on several factors, including:

- Stocks -- valuation, firm quality, and improving fundamentals;

- Countries -- stock market valuation, positive GDP trends and positive market sentiment; and

- Currencies -- export and producer price parity, balance of payments and interest rate differentials.

The factors considered by the subadviser and the models it uses may change over time. In using these models to construct the Fund, the subadviser expects that stock selection will reflect a slight bias for value stocks over growth stocks. The subadviser seeks to manage the Fund's exposure to market capitalization categories (e.g., small cap, medium cap, and large cap) relative to the Fund's benchmark.

The Fund intends to be fully invested and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. In pursuing its investment objective, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivative instruments, including options, futures, and swap contracts to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments);
(iii) manage risk by implementing shifts in investment exposure; or (iv) adjust its foreign currency exposure. The Fund's foreign currency exposure may differ significantly from the currency exposure represented by its equity investments. The Fund may also take active overweighted and underweighted positions in particular currencies relative to its benchmark.

The Fund's benchmark is the MSCI EAFE Index, a large capitalization international stock index that is independently maintained and published by Morgan Stanley Capital International.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

118

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 23.58% (for the quarter ended 12/1999) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

 1.4%  14.9%  29.7%  -16.6%  -21.5%  -21.7%  30.3%  15.6%  15.9%
1997   1998   1999    2000    2001    2002   2003   2004   2005   2006

                            ONE     FIVE    TEN    DATE FIRST
                            YEAR   YEARS   YEARS    AVAILABLE
                           -----   -----   -----   ----------
International Core Trust
   Series I                15.94%  1.42%           12/31/1996
   Series II(D)            15.70%  1.33%           01/28/2002
   Series NAV(C)           16.13%  1.45%           02/28/2005
MSCI EAFE Index(B)         14.02%  4.94%

(A) Effective August 1, 2005, GMO became the subadviser to the International Core Trust. Performance reflects results prior to this change.

(B) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

119

INTERNATIONAL VALUE TRUST

SUBADVISER: Templeton Investment Counsel, LLC

INVESTMENT OBJECTIVE: To seek long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 65% of its total assets in equity securities of companies located outside the U.S., including in emerging markets.

Equity securities generally entitle the holder to participate in a company's general operating results. These include common stocks and preferred stocks. The Fund also invests in American (ADRs), European (EDRs) and Global (GDRs) Depositary Receipts, which are certificates typically issued by a bank or trust company that give their holders the right to receive securities issued by a foreign or domestic company. Depending upon current market conditions, the Fund generally invests up to 25% of its total assets in debt securities of companies and governments located anywhere in the world. Debt securities represent an obligation of the issuer to repay a loan of money to it, and generally provide for the payment of interest. Debt securities include bonds, notes and debentures.

The subadviser's investment philosophy is "bottom-up," value-oriented, and long-term. In choosing equity investments, the subadviser will focus on the market price of a company's securities relative to its evaluation of the company's long-term earnings, asset value and cash flow potential. A company's historical value measure, including price/earnings ratio, profit margins and liquidation value, will also be considered.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Equity Securities Risk (including value investing risk)

- Fixed-Income Securities Risk

- Foreign Securities Risk (including emerging market risk)

- Issuer Risk

In addition, market timers may target funds with significant investments in foreign securities traded on markets that close before the Fund determines its NAV. The Fund may invest significant amounts in such securities. While the Fund will seek to identify and prevent such trading no assurance can be given that the Fund will be successful in doing so.

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 24.18% (for the quarter ended 6/2003) and the lowest return was 23.56% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

-6.5%  10.0%  17.8%  44.9%  21.5%  10.5%      %
2000   2001   2002   2003   2004   2005   2006

120

                             ONE     FIVE    LIFE OF    DATE FIRST
                             YEAR   YEARS   PORTFOLIO    AVAILABLE
                            -----   -----   ---------   ----------
International Value Trust
   Series I                 10.54%  7.56%               05/01/1999
   Series II(C)             10.31%  7.43%               01/28/2002
Series                      10.41   7.53%               02/28/2005
MSCI EAFE Index(A)          14.02%  4.94%

(A) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

121

OVERSEAS EQUITY TRUST

SUBADVISER: Capital Guardian Trust Company

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of a diversified mix of large established and medium-sized foreign companies located primarily in developed countries (outside of the U.S.) and, to a lesser extent, in emerging markets.

The Fund will invest no more than 15% of its assets in emerging markets stocks and will invest in at least three different countries other than the U.S. The Fund may also invest in initial public offerings (IPOs). The subadviser may use derivatives, such as futures and forwards, to implement foreign currency management strategies. Currency management strategies are primarily use for hedging purposes and to protect against anticipated changes in foreign currency exchange rates.

The subadviser has an extensive commitment to fundamental research, with a large team of experienced international equity analysts focused on gathering in-depth information firsthand on companies throughout the world. The subadviser's research strength is leveraged through a bottom-up approach to portfolio construction. Returns for non-U.S. equity portfolios are pursued primarily through active security selection. While the subadviser's portfolio managers are mindful of benchmark characteristics, country and sector weightings are primarily the result of finding value in individual securities where ever they may be located.

Based on the research carried out by the equity analysts, portfolio managers look across countries and sectors in selecting stocks for the Fund. With a long-term perspective, portfolio managers look for quality companies at attractive prices that will outperform their peers and the benchmark over time.

The Fund may purchase other types of securities that are not primary investment vehicles, for example: American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), certain Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other securities).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Equity Securities Risk (including value investing risk)

- ETFs Risk

122

- Foreign Securities Risk (including emerging market risk)

- High Portfolio Turnover Risk

- IPOs Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 24.44% (for the quarter ended 12/1999) and the lowest return was 22.07% (for the quarter ended 9/2002).

PERFORMANCE GRAPH)

 1.9%  15.9%  34.0%  -16.4%  -20.9%  -18.2%  32.4%  11.0%  18.3%      %
1997   1998   1999    2000    2001    2002   2003   2004   2005   2006

                          ONE    FIVE    TEN    DATE FIRST
                         YEAR   YEARS   YEARS    AVAILABLE
                        -----   -----   -----   ----------
Overseas Equity Trust
   Series NAV(A)        18.31%  2.37%           04/30/1996
   Series I(C)          18.87%  2.46%           04/29/2005
   Series II(C)         18.32%  2.37%           04/29/2005
MSCI EAFE Index(B)      14.02%  4.94%

(A) The Series NAV shares of the Overseas Equity Trust were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Overseas Equity B Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Overseas Equity B Fund, JHT's predecessor. These shares were first issued April 30, 1996.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(C) The Series I, and Series II shares of the Overseas Equity Trust were first offered on April 29, 2005. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Overseas Equity B Fund, JHT's predecessor. The performance of this class of shares would have been lower if it reflected the higher expenses of the Series I, and Series II shares.

(D) Current subadviser assignment became effective May 1, 2004.

123

PACIFIC RIM TRUST

SUBADVISER: MFC Global Investment Management (U.S.A.) Limited

INVESTMENT OBJECTIVE: To achieve long-term growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks and equity-related securities of established, larger-capitalization non-U.S. companies located in the Pacific Rim region, including emerging markets, that have attractive long-term prospects for growth of capital. Current income from dividends and interest will not be an important consideration in the selection of Fund securities.

The countries of the Pacific Rim region are:

- Australia

- Pakistan

- New Zealand

- Taiwan

- India

- China

- Philippines

- Thailand

- Hong Kong

- Indonesia

- South Korea

- Singapore

- Malaysia

- Japan

Equity-related securities in which the Fund may invest include: (i) preferred stocks, (ii) warrants and (iii) securities convertible into or exchangeable for common stocks. The Fund may also invest up to 20% of its net assets in countries outside the Pacific Rim region.

The subadviser's decision to invest in a particular country or particular region will be based upon its evaluation of political, economic and market trends in the country or region and throughout the world. The subadviser will shift investments among countries and the world's capital markets in accordance with its ongoing analyses of trends and developments affecting such markets and securities.

Use of Hedging and Other Strategic Transactions

The Fund may also purchase and sell the following equity-related financial instruments:

- exchange-listed call and put options on equity indices,

- over-the-counter ("OTC") and exchange-listed equity index futures,

- OTC and exchange-listed call and put options on currencies in the Fund, and

- OTC foreign currency futures contracts on currencies in the Fund.

A call option gives the holder the right to buy shares of the underlying security at a fixed price before a specified date in the future. A put option gives the holder the right to sell a specified number of shares of the underlying security at a particular price within a specified time period. See "Hedging and Other Strategic Transactions" for further information on these investment strategies.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Equity Securities Risk

- Foreign Securities Risk (including emerging market risk)

- Issuer Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

124

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 24.41% (for the quarter ended 12/1998) and the lowest return was [_____]% (for the quarter ended 12/1997).

(PERFORMANCE GRAPH)

-34.1%  -4.6%  62.9%  -24.4%  -18.6%  -12.5%  40.4%  17.2%  25.8%
 1997   1998   1999    2000    2001    2002   2003   2004   2005   2006

                         ONE     FIVE    TEN    DATE FIRST
                         YEAR   YEARS   YEARS    AVAILABLE
                        -----   -----   -----   ----------
Pacific Rim Trust
   Series I             25.75%  8.06%    2.27%  10/04/1994
   Series II(B)         25.42%  7.95%    2.22%  01/28/2002
   Series NAV(A)        25.78%  8.06%    2.27%  04/29/2005
MSCI AC Pacific Index   20.72%  6.47%   -0.10%

(A) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(B) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(C) On December 31, 1996, Manulife Series Fund, Inc. merged with JHT. Performance presented for this portfolio is based upon the performance of the respective predecessor Manulife Series Fund, Inc. portfolio for periods prior to December 31, 1996.

125

FIXED INCOME FUNDS

ACTIVE BOND TRUST

SUBADVISERS: Declaration Management and Research LLC ("Declaration") and MFC Global Management (U.S.), LLC ("MFC Global (U.S.)")

INVESTMENT OBJECTIVE: To seek income and capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in a diversified mix of debt securities and instruments.

The Fund invests its assets in a diversified mix of debt securities and instruments with maturity durations of approximately 4 to 6 years. The investments include, but are not limited to:

- U.S. Treasury and agency securities;

- Asset-backed securities and mortgage-backed securities, including mortgage pass-through securities, commercial mortgage-backed securities ("CMBS") and collateralized mortgage obligations ("CMOs");

- Corporate bonds, both U.S. and foreign; and

- Foreign government and agency securities.

The Fund employs a multi-manager approach with two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. The Fund will be rebalanced quarterly so that each subadviser manages the following portion of the Fund:

65%* Declaration

35%* MFC Global (U.S.)

* Percentages are approximate. Since the Fund is only rebalanced quarterly, the actual portion of the Fund managed by each subadviser will vary during each calendar quarter.

This allocation methodology may change in the future.

DECLARATION

Declaration uses a combination of proprietary research and quantitative tools and seeks to identify bonds and bond sectors that are attractively priced based upon market fundamentals and technical factors. Declaration opportunistically emphasizes bonds with yields in excess of U.S. Treasury securities.

This portion of the Fund normally has no more than 10% of its total assets in high yield bonds ("junk bonds") and normally invests in foreign securities only if U.S. dollar denominated. This portion of the Fund normally has an average credit rating of "A" or "AA."

MFC GLOBAL (U.S.)

MFC Global (U.S.) uses proprietary research to identify specific bond sectors, industries and bonds that are attractively priced. MFC Global (U.S.) tries to anticipate shifts in the business cycle, using economic and industry analysis to determine which sectors and industries might benefit over the next 12 months.

This portion of the Fund normally has no more than 25% of its total assets in high yield bonds and may invest in both U.S. dollar denominated and non-U.S. dollar denominated foreign securities. This portion of the Fund normally has an average credit rating of "A" or "AA."

The Fund may invest in asset-backed securities rated, at the time of purchase, less than A (but not rated lower than B by S&P or Moody's). Under normal circumstances, no more than 15% of the total assets of the portion of the Fund managed by MFC Global (U.S.) will be invested in asset-backed securities rated less than A by both rating agency.

126

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Fixed Income Securities Risk (including low rated fixed-income securities risk)

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Mortgage-Backed Securities Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 3.84% (for the quarter ended 7/1997) and the lowest return was 2.47% (for the quarter ended 6/2004).

(PERFORMANCE GRAPH)

10.1%   8.2%  -0.9%  10.5%   7.5%   7.3%   6.5%   4.8%   2.5%      %
1997   1998   1999   2000   2001   2002   2003   2004   2005   2006

127

                             ONE    FIVE    TEN    DATE FIRST
                            YEAR   YEARS   YEARS    AVAILABLE
                            ----   -----   -----   ----------
Active Bond Trust
   Series NAV(A)            2.54%  5.69%   6.00%   03/29/1986
   Series I(B)              2.54%  5.69%   6.00%   04/29/2005
   Series II(B)             2.44%  5.67%   5.99%   04/29/2005
Lehman Brothers Aggregate
   Bond Index               2.43%  5.87%   6.16%

(A) The Series NAV shares of the Active Bond Trust were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Active Bond Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Active Bond Fund, JHT's predecessor. These shares were first issued on March 29, 1986.

(B) The Series I and Series II shares of the Active Bond Trust were first offered on April 29, 2005. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Active Bond Fund, JHT's predecessor. The performance of this class of shares would have been lower if it reflected the higher expenses of the Series I and Series II shares.

(C) Current subadvisers have managed the portfolio since April 29, 2005. The current subadvisers have managed a portion of the portfolio since its inception.

128

CORE BOND TRUST

SUBADVISER: Wells Capital Management, Incorporated

INVESTMENT OBJECTIVE: To seek total return consisting of income and capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in a broad range of investment grade debt securities, including U.S. Government obligations, corporate bonds, mortgage- and other asset-backed securities and money market instruments.

The subadviser invests in debt securities that the subadviser believes offer attractive yields and are undervalued relative to issues of similar credit quality and interest rate sensitivity. The Fund may also invest in unrated bonds that the subadviser believes are comparable to investment grade debt securities. The subadviser expects to maintain an overall effective duration range between 4 and 5 1/2 years.

The Fund may invest:

- Up to 25% of total assets in asset-backed securities, other than mortgage-backed securities;

- Up to 20% of total assets in dollar-denominated obligations of foreign issuers; and

- Up to 10% of total assets in stripped mortgage-backed securities.

As part of a mortgage-backed securities investment strategy, the Fund may enter into dollar rolls. The Fund may also enter into reverse repurchase agreements to enhance return. These strategies are further described under "Additional Investment Policies."

The Fund's investment process may, at times, result in a higher than average portfolio turnover ratio and increased trading expenses.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Fixed Income Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2006

                     ONE   DATE FIRST
                    YEAR    AVAILABLE
                    ----   ----------
Core Bond Trust            05/__/2005
Series NAV(A)

129

GLOBAL BOND TRUST

SUBADVISER: Pacific Investment Management Company LLC

INVESTMENT OBJECTIVE: To seek maximum total return, consistent with preservation of capital and prudent investment management.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed income instruments, which may be represented by futures contracts (including related options) with respect to such securities, and options on such securities. These fixed income instruments may be denominated in non-U.S. currencies or in U.S. dollars.

In selecting securities for the Fund, the subadviser utilizes economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other security selection techniques. The proportion of the Fund's assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the subadviser's outlook for the U.S. and foreign economies, the financial markets, and other factors.

The types of fixed income securities in which the Fund may invest include the following securities which, unless otherwise noted, may be issued by domestic or foreign issuers and may be denominated in U.S. dollars or non-U.S. currencies:

- securities issued or guaranteed by the U.S. Government, its agencies orgovernment-sponsored enterprises;

- corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;

- mortgage-backed and other asset-backed securities;

- inflation-indexed bonds issued by both governments and corporations;

- structured notes, including hybrid or "indexed" securities and event-linked bonds;

- loan participations and assignments;

- delayed funding loans and revolving credit facilities;

- bank certificates of deposit, fixed time deposits and bankers' acceptances;

- debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

- repurchase agreements and reverse repurchase agreements;

- obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and

- obligations of international agencies or supranational entities.

Fixed-income securities may have fixed, variable, or floating rates of interest, including rates of interest that vary inversely at a multiple of a designated or floating rate, or that vary according to change in relative values of currencies.

Depending on the subadviser's current opinion as to the proper allocation of assets among domestic and foreign issuers, investments in the securities of issuers located outside the United States will normally vary between 25% and 75% of the Fund's total assets. The Fund may invest up to 10% of its total assets in fixed income securities that are rated below investment grade but rated B or higher by Moody's or S&P, or, if unrated, determined by the subadviser to be of comparable quality. The Fund may invest in baskets of foreign currencies (such as the Euro) and direct currency. The average Fund duration will normally vary within a three to seven year time frame.

The Fund may make short sales of a security including short sales "against the box."

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

130

- Derivative Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

- Liquidity Risk

- Mortgage-Backed and Asset-Backed Securities Risk

- Short Sale Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 10.64% (for the quarter ended 6/2002) and the lowest return was 4.81% (for the quarter ended 3/1999).

(PERFORMANCE GRAPH)

 2.9%   7.6%  -6.7%   1.7%   0.5%  20.1%  15.4%  10.4%  -6.7%      %
1997   1998   1999   2000   2001   2002   2003   2004   2005   2006

                                   ONE     FIVE    TEN    DATE FIRST
                                   YEAR   YEARS   YEARS    AVAILABLE
                                  -----   -----   -----   ----------
Global Bond Trust
   Series I                       -6.66%   7.50%   5.48%  03/18/1988
   Series III                     -6.77%   7.38%   5.43%  01/28/2002
   Series NAV(B)                  -6.56%   7.52%   5.50%  02/28/2005
JP Morgan Global-Unhedged Index   -6.17%   6.98%   5.21%  [_________]

(A) Effective May 1, 1999, the portfolio changed its subadviser and its investment objective. Performance reflects results prior to these changes.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

ISeries II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

131

HIGH INCOME TRUST

SUBADVISER: MFC Global Investment Management (U.S.), LLC

INVESTMENT OBJECTIVE: To seek high current income; capital appreciation is a secondary goal.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets in U.S. and foreign fixed-income securities that, at the time of investment, are rated BB/Ba or lower or are unrated equivalents. These may include, but are not limited to, domestic and foreign corporate bonds, debentures and notes, convertible securities, preferred stocks, and domestic and foreign government obligations.

No more than 10% of the Fund's total assets may be invested in securities that are rated in default by S&P's or by Moody's. There is no limit on the Fund's average maturity. The foreign securities in which the Fund may invest include both developed and emerging market securities.

In managing the Fund's portfolio, the subadviser concentrates on industry allocation and securities selection deciding which types of industries to emphasize at a given time, and then which individual securities to buy. The subadviser uses top-down analysis to determine which industries may benefit from current and future changes in the economy.

In choosing individual securities, the subadviser uses bottom-up research to find securities that appear comparatively under-valued. The subadviser looks at the financial condition of the issuers as well as the collateralization and other features of the securities themselves. The Fund typically invests in a broad range of industries.

The Fund may invest in asset-backed securities rated as low as BB. Under normal circumstances, no more than 15% of the asset-backed securities purchased by the Fund will be rated less than A.

The Fund may use certain higher-risk investments, including derivatives (investments whose value is based on indexes, securities or currencies) and restricted or illiquid securities. The Fund is authorized to use all of the various investment strategies referred to under "Hedging and Other Strategic Transactions" in the SAI. In addition, the Fund may invest up to 20% of its net assets in U.S. and foreign common stocks of companies of any size. In abnormal circumstances, the Fund may temporarily invest extensively in investment grade short-term securities. In these and other cases, the Fund might not achieve its goal.

The Fund may trade securities actively, which could increase its transaction costs (thus lowering performance).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk (including low rated fixed-income risk)

- Foreign Securities Risk (including emerging market risk)

- High Portfolio Turnover Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

132

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2006

                     ONE   DATE FIRST
                    YEAR    AVAILABLE
                    ----   ----------
High Income Trust           12/31/05
Series NAV(A)

133

INCOME TRUST

SUBADVISER: Franklin Advisers, Inc.

INVESTMENT OBJECTIVE: To seek to maximize income while maintaining prospects for capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests in a diversified portfolio of debt securities, such as bonds, notes and debentures, and equity securities, such as common stocks, preferred stocks and convertible securities.

The Fund seeks income by selecting investments such as corporate and foreign debt securities and U.S. Treasury bonds, as well as stocks with attractive dividend yields. In its search for growth opportunities, the Fund maintains the flexibility to invest in common stocks of companies from a variety of industries such as utilities, oil, gas, real estate and consumer goods.

The subadviser searches for undervalued or out-of-favor securities it believes offer opportunities for current income and significant future growth. It performs independent analysis of the debt securities being considered for the Fund's portfolio, rather than relying principally on the ratings assigned by the rating agencies. In its analysis, the subadviser considers a variety of factors, including:

- the experience and managerial strength of the company;

- responsiveness to changes in interest rates and business conditions;

- debt maturity schedules and borrowing requirements;

- the company's changing financial condition and market recognition of the change; and

- a security's relative value based on such factors as anticipated cash flow, interest and dividend coverage, asset coverage and earnings prospects.

The Fund may invest up to 100% of total assets in debt securities that are rated below investment grade (sometimes referred to as "junk bonds"), but is not currently expected to invest more than 50% of its total assets in such securities. Securities rated in the top four rating categories by independent rating organizations such as Standard & Poor's ("S&P") or Moody's Investors Service ("Moody's") are considered investment grade. Below investment grade securities, such as those rated BB or lower by S&P, or Ba or lower by Moody's, or unrated, but deemed by the subadviser to be of comparable quality, generally pay higher yields but involve greater risks than investment grade securities.

The Fund may invest up to 25% of its total assets in foreign securities, foreign securities that are traded in the U.S. or ADR's.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk (including interest rate and lower rated fixed income securities risk)

- Foreign Securities Risk

- Issuer Risk

- Liquidity Risk

PAST PERFORMANCE

Past performance is not provided since the Fund commenced operations in May 2007.

134

HIGH YIELD TRUST

SUBADVISER: Western Asset Management Company

INVESTMENT OBJECTIVE: To realize an above-average total return over a market cycle of three to five years, consistent with reasonable risk.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in high yield securities, including corporate bonds, preferred stocks, U.S. Government and foreign securities, mortgage-backed securities, loan assignments or participations and convertible securities which have the following ratings (or, if unrated, are considered by the subadviser to be of equivalent quality):

CORPORATE BONDS, PREFERRED STOCKS AND CONVERTIBLE SECURITIES
                        RATING AGENCY
------------------------------------------------------------
                   Moody's        Ba through C
              Standard & Poor's   BB through D

Non-investment grade securities and are commonly referred to as "junk bonds." The Fund may also invest in investment grade securities.

The Fund may invest in foreign bonds and other fixed income securities denominated in foreign currencies, where, in the opinion of the subadviser, the combination of current yield and currency value offer attractive expected returns. Foreign securities in which the Fund may invest include emerging market securities. The Fund may invest up to 100% of its assets in foreign securities. The subadviser may utilize futures, swaps and other derivatives in managing the Fund.

The Fund may invest in fixed-and floating-rate loans, generally in the form of loan participations and assignments of such loans.

The Fund normally maintains an average Fund duration of between 3 and 7 years. However, the Fund may invest in individual securities of any duration. Duration is an approximate measure of the sensitivity of the market value of the Fund's portfolio to changes in interest rates.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including Emerging Market Risk)

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

The Fund may invest its assets in foreign securities, which are generally riskier than investments in U.S. securities, therefore investing in this Fund is riskier than investing in a Fund that invests primarily in U.S. high yield fixed income securities.

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

135

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 7.94% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/1998).

(PERFORMANCE GRAPH)

 2.8%   8.0%  -9.0%  -5.5%  -6.7%  24.2%  11.1%   3.7%      %
1998   1999   2000   2001   2002   2003   2004   2005   2006

                                 ONE    FIVE    LIFE OF    DATE FIRST
                                YEAR   YEARS   PORTFOLIO    AVAILABLE
                                ----   -----   ---------   ----------
High Yield Trust
   Series I                     3.70%  4.76%               01/01/1997
   Series II(D)                 3.56%  4.62%               01/28/2002
   Series NAV(C)                3.87%  4.79%               02/28/2005
Citigroup High Yield Index(B)   2.07%  8.93%

(A) Current subadvisor assignment became effective May 1, 2003.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

136

INVESTMENT QUALITY BOND TRUST

SUBADVISER: Wellington Management Company, LLP

INVESTMENT OBJECTIVE: To provide a high level of current income consistent with the maintenance of principal and liquidity.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds rate investment grade at the time of investment. The Fund will tend to focus on corporate bonds and U.S. government bonds with intermediate to longer term maturities.

The subadviser's investment decisions derive from a three-pronged analysis, including:

- sector analysis,

- credit research, and

- call protection.

Sector analysis focuses on the differences in yields among security types, issuers, and industry sectors. Credit research focuses on both quantitative and qualitative criteria established by the subadviser, such as call protection (payment guarantees), an issuer's industry, operating and financial profiles, business strategy, management quality, and projected financial and business conditions. Individual purchase and sale decisions are made on the basis of relative value and the contribution of a security to the desired characteristics of the overall Fund. Factors considered include:

- relative valuation of available alternatives,

- impact on portfolio yield, quality and liquidity, and

- impact on portfolio maturity and sector weights.

The subadviser attempts to maintain a high, steady and possibly growing income stream.

At least 80% of the Fund's net assets are invested in investment grade bonds and debentures, including:

- marketable debt securities of U.S. and foreign issuers (payable in U.S. dollars), rated as investment grade by Moody's or Standard & Poor's at the time of purchase, including privately placed debt securities, corporate bonds, asset-backed securities and commercial mortgage-backed securities;

- securities issued or guaranteed as to principal or interest by the U.S. Government or its agencies or instrumentalities, including mortgage-backed securities; and

- cash and cash equivalent securities which are authorized for purchase by the Money Market Fund.

The balance (no more than 20%) of the Fund's net assets may be invested in below investment grade bonds and other securities including privately placed debt securities:

- U.S. and foreign debt securities,

- preferred stocks,

- convertible securities (including those issued in the Euromarket),

- securities carrying warrants to purchase equity securities,

- non-investment grade and investment grade, and

- non-U.S. dollar fixed income securities subject to the 20% limit set forth above, including up to 5% emerging market fixed income securities.

In pursuing its investment objective, the Fund may invest up to 20% of its net assets in U.S. and foreign high yield (high risk) corporate and government debt securities (commonly known as "junk bonds"). These instruments are rated "Ba" or below by Moody's or "BB" or below by S&P's (or, if unrated, are deemed of comparable quality as determined by the subadviser). The high yield sovereign debt securities in which the Fund will invest are described below under "Strategic Bond Fund". No minimum rating standard is required for a purchase of high yield securities by the Fund. While the Fund may only invest up to 20% of its net assets in securities rated in these rating categories at the time of investment, it is not required to dispose of bonds that may be downgraded after purchase, even though such downgrade may cause the Fund to exceed this 20% maximum.

137

The Fund normally maintains an average Fund duration of between 3 and 7 years. However, the Fund may invest in individual securities of any duration. Duration is an approximate measure of the sensitivity of the market value of the Fund's portfolio to changes in interest rates.

The Fund may make short sales of a security including short sales "against the box."

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Fixed Income Securities Risk (including low rated fixed income securities risk)

- Foreign Securities Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

- Short Sale Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

(PERFORMANCE GRAPH)

 9.8%   8.7%   1.8%   9.4%   7.3%   9.9%   7.3%   4.8%   2.3%      %
1997   1998   1999   2000   2001   2002   2003   2004   2005   2006

                                        ONE    FIVE    TEN    DATE FIRST
                                       YEAR   YEARS   YEARS    AVAILABLE
                                       ----   -----   -----   ----------
Investment Quality Bond Trust
Series I                               2.26%  6.30%   5.97%   06/18/1985
Series II(D)                           2.03%  6.18%   5.91%   01/28/2002
Series NAV(C)                          2.38%  6.33%   5.98%   02/28/2005
Lehman Brothers Aggregate Bond Index   2.43%  5.87%   6.16%
Combined Index(B)                      2.30%  6.26%   6.20%

(A) Effective April 23, 1991, the portfolio changed its subadviser and investment objective. Performance reflects results prior to these changes.

(B) The Combined Index is comprised of 50% of the return of the Lehman Brothers Government Bond Index and 50% of the return of the Lehman Brothers Credit Bond Index.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares.

138

MONEY MARKET TRUST

MONEY MARKET TRUST B

SUBADVISER: MFC Global Investment Management (U.S.A.) Limited

INVESTMENT OBJECTIVE: To obtain maximum current income consistent with preservation of principal and liquidity.

INVESTMENT STRATEGIES: Under normal market conditions, the Funds invests in high quality, U.S. dollar denominated money market instruments.

The subadviser may invest the Funds' assets in high quality, U.S. dollar denominated money market instruments of the following types:

- obligations issued or guaranteed as to principal and interest by the U.S. Government, or any agency or authority controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by Congress ("U.S. Government Securities"), or obligations of foreign governments including those issued or guaranteed as to principal or interest by the Government of Canada, the government of any province of Canada, or any Canadian or provincial Crown agency (any foreign obligation acquired by the Funds must be payable in U.S. dollars);

- certificates of deposit, bank notes, time deposits, Eurodollars, Yankee obligations and bankers' acceptances of U.S. banks, foreign branches of U.S. banks, foreign banks and U.S. savings and loan associations which at the date of investment have capital, surplus and undivided profits as of the date of their most recent published financial statements in excess of $100,000,000 (or less than $100,000,000 if the principal amount of such bank obligations is insured by the Federal Deposit Insurance Corporation or the Saving Association Insurance Fund);

- commercial paper which at the date of investment is rated (or guaranteed by a company whose commercial paper is rated) within the two highest rating categories by any NRSRO (such as "P-1" or "P-2" by Moody's or "A-1" or "A-2" by Standard & Poor's) or, if not rated, is issued by a company which the subadviser acting pursuant to guidelines established by the Funds' Board of Trustees, has determined to be of minimal credit risk and comparable quality;

- corporate obligations maturing in 397 days or less which at the date of investment are rated within the two highest rating categories by any NRSRO (such as "Aa" or higher by Moody's or "AA" or higher by Standard & Poor's);

- short-term obligations issued by state and local governmental issuers;

- securities that have been structured to be eligible money market instruments such as participation interests in special purpose trusts that meet the quality and maturity requirements in whole or in part due to features for credit enhancement or for shortening effective maturity; and

- repurchase agreements with respect to any of the foregoing obligations.

Commercial paper may include variable amount master demand notes, which are obligations that permit investment of fluctuating amounts at varying rates of interest. Such notes are direct lending arrangements between the Funds and the note issuer. The subadviser monitors the creditworthiness of the note issuer and its earning power and cash flow. The subadviser will also consider situations in which all holders of such notes would redeem at the same time. Variable amount master demand notes are redeemable on demand.

All of the Funds' investments will mature in 397 days or less and the Funds maintain a dollar-weighted average portfolio maturity of 90 days or less. By limiting the maturity of their investments, the Funds seek to lessen the changes in the value of their assets caused by fluctuations in short-term interest rates. In addition, the Funds invest only in securities which the Funds' Board of Trustees determines to present minimal credit risks and which at the time of purchase are "eligible securities" as defined by Rule 2a-7 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Funds also intend to maintain, to the extent practicable, a constant per share NAV of $1.00. There is no assurance that the Funds will be able to do so.

The Funds may invest up to 20% of their total assets in any of the U.S. dollar denominated foreign securities described above. The Funds are not authorized to enter into mortgage dollar rolls or warrants.

An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of a shareholder's investment at $1.00 per share,

139

it is possible to lose money by investing in these Funds. For example, a Fund could lose money if a security purchased by the Fund is downgraded and the Fund must sell the security at less than the cost of the security.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Fixed Income Securities Risk

- Foreign Securities Risk

MONEY MARKET TRUST

PAST PERFORMANCE (A)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 1.52% (for the quarter ended 12/2000) and the lowest return was 0.11% (for the quarter ended 3/2004).

(PERFORMANCE GRAPH)

 5.2%   5.1%   4.6%   5.9%   3.6%   1.2%   0.6%   0.8%   2.7%      %
1997   1998   1999   2000   2001   2002   2003   2004   2005   2006

                                      ONE    FIVE    TEN    DATE FIRST
                                     YEAR   YEARS   YEARS    AVAILABLE
                                     ----   -----   -----   ----------
Money Market Trust
   Series I                          2.66%  1.76%   3.44%   06/18/1985
   Series II(A)                      2.46%  1.60%   3.36%   01/28/2002
Citigroup 3mth Treasury Bill Index   3.00%  2.21%   3.72%

(A) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

MONEY MARKET TRUST B

PAST PERFORMANCE (A)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use the Fund as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 1.60% (for the quarter ended 9/2000) and the lowest return was 0.20% (for the quarter ended 3/2004).

(PERFORMANCE GRAPH)

 5.5%   5.4%   5.0%   6.3%   3.9%   1.5%   1.0%   1.1%   2.9%      %
1997   1998   1999   2000   2001   2002   2003   2004   2005   2006

140

                                      ONE    FIVE    TEN    DATE FIRST
                                     YEAR   YEARS   YEARS    AVAILABLE
                                     ----   -----   -----   ----------
Money Market Trust B
   Series NAV(A)                     2.93%  2.07%   3.78%   03/29/1986
Citigroup 3mth Treasury Bill Index   3.00%  2.21%   3.72%

(A) The Series NAV shares of the Money Market Trust B were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Money Market Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Money Market Fund, JHT's predecessor. These shares were first issued on March 29, 1986.

141

REAL RETURN BOND TRUST

SUBADVISER: Pacific Investment Management Company LLC

INVESTMENT OBJECTIVE: To seek maximum real return, consistent with preservation of real capital and prudent investment management.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities and corporations.

Inflation-indexed bonds are fixed income securities that are structured to provide protection against inflation. The value of the bond's principal or the interest income paid on the bond is adjusted to track changes in an official inflation measure. The U.S. Treasury uses the Consumer Price Index for Urban Consumers as the inflation measure. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. "Real return" equals total return less the estimated cost of inflation, which is typically measured by the change in an official inflation measure.

The types of fixed income securities in which the Fund may invest include the following securities which, unless otherwise noted, may be issued by domestic or foreign issuers and may be denominated in U.S. dollars or non-U.S. currencies:

- securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;

- corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;

- mortgage-backed and other asset-backed securities;

- inflation-indexed bonds issued by both governments and corporations;

- structured notes, including hybrid or "indexed" securities and event-linked bonds;

- loan participations and assignments;

- delayed funding loans and revolving credit facilities;

- bank certificates of deposit, fixed time deposits and bankers' acceptances;

- debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

- repurchase agreements and reverse repurchase agreements;

- obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and

- obligations of international agencies or supranational entities.

Fixed-income securities may have fixed, variable, or floating rates of interest, including rates of interest that vary inversely at a multiple of a designated or floating rate, or that vary according to change in relative values of currencies.

The Fund invests primarily in investment grade securities, but may invest up to 10% of its total assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P, or, if unrated, determined by the subadviser to be of comparable quality. The Fund may also invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar denominated securities of foreign issuers. The Fund may invest in baskets of foreign currencies (such as the Euro) and direct currency. The Fund will normally limit its foreign currency exposure (from non-U.S. dollar denominated securities or currencies) to 20% of its total assets. The Fund is non-diversified, which means that it may concentrate its assets in a smaller number of issuers than a diversified Fund. The average Fund duration will normally vary within three years (plus or minus) of the duration of the Lehman Global Real: U.S. TIPS Index.

The Fund may also lend its portfolio securities to brokers, dealers and other financial institutions to earn income. The Fund may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls).

142

The Fund may make short sales of a security including short sales "against the box."

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Fixed Income Securities Risk (including low rated fixed income securities risk)

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Liquidity Risk

- Mortgage-Backed and Asset-Backed Securities Risk

- Non-Diversified Fund Risk

- Short Sale Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

(PERFORMANCE GRAPH)

 9.1%   1.4%      %
2004   2005   2006

                                                ONE    LIFE OF    DATE FIRST
                                               YEAR   PORTFOLIO    AVAILABLE
                                               ----   ---------   ----------
Real Return Bond Trust
Series I                                       1.44%              05/05/2003
Series II                                      1.21%              05/05/2003
Series NAV(B)                                  1.44%              02/28/2005
Lehman Brothers Global Real US TIPS Index(A)   2.77%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

143

SHORT-TERM BOND TRUST

SUBADVISER: Declaration Management & Research, LLC

INVESTMENT OBJECTIVE: To seek income and capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) at the time of investment in a diversified mix of debt securities and instruments. The securities and instruments will have an average credit quality rating of "A" or "AA" and a weighted average effective maturity between one and three years, and no more than 15% of the Fund's net assets will be invested in high yield bonds.

The Fund invests in a diversified mix of debt securities and instruments, including but not limited to:

- U.S. Treasury and Agency securities;

- Asset-backed securities and mortgage-backed securities including mortgage pass-through securities, commercial mortgage back securities and collateralized mortgage offerings;

- Corporate bonds, both U.S. and foreign (if dollar-denominated); and

- Foreign governmental and agency securities (if dollar denominated).

The subadviser evaluates specific bonds and bond sectors using a combination of proprietary research and quantitative tools and seeks to identify bonds and bond sectors that are believed to be attractively priced based upon market fundamentals and technical factors. The subadviser opportunistically emphasizes bonds with yields in excess of U.S. Treasury securities.

Except as otherwise stated under "Investment Objectives and Strategies -- Temporary Defensive Investing", the Fund normally has 10% or less (usually lower) of its total assets in cash and cash equivalents.

The Fund may have significant exposure to derivatives (investments whose value is based on indices or other securities), such as forwards, futures, options and swaps. The subadviser actively uses derivatives to manage the average maturity and interest rate sensitivity of the Fund. Currency management strategies are primarily used for hedging purposes and to protect against changes in foreign currency exchange rates.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 3.87% (for the quarter ended 9/2001) and the lowest return was 0.96% (for the quarter ended 6/2004).

144

(PERFORMANCE GRAPH)

 6.4%   5.8%   3.0%   8.0%   8.1%   5.7%   2.8%   1.4%   2.1%      %
1997   1998   1999   2000   2001   2002   2003   2004   2005   2006

                                               ONE    FIVE    TEN    DATE FIRST
                                              YEAR   YEARS   YEARS    AVAILABLE
                                              ----   -----   -----   ----------
Short-Term Bond Trust
Series NAV(A)                                 2.07%  3.97%   4.65%   05/01/1994
Combined Index(B)                             1.81%  4.04%   5.02%
Lehman Brothers 1-3 Year Aggregate Index(C)   1.81%  4.00%   N/A

(A) The Series NAV shares of the Short-Term Bond Trust were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Short-Term Bond Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Short-Term Fund, JHT's predecessor. These shares were first issued on May 1, 1994.

(B) The Combined Index represents the Merrill Lynch 1-5 Year Government Bond Index from May 1994 to April 1998; 65% Lehman Brothers 1-3 Year Credit Bond Index and 35% Lehman Brothers 1-3 Year Government Bond Index from May 1998 to April 2002; and the Lehman Brothers Aggregate Bond index from May 2002 and thereafter.

(C) Lehman Brothers 1-3 Year Aggregate Index inception date is July 31, 1997. The 10 year performance is not available.

145

SPECTRUM INCOME TRUST

SUBADVISER: T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE: To seek a high level of current income with moderate share price fluctuation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund diversifies its assets widely among various fixed income and equity market segments. The Fund seeks to maintain broad exposure primarily to domestic and international fixed income markets in an attempt to reduce the impact of markets that are declining and to benefit from good performance in particular market segments over time.

The Fund invests in investment-grade corporate, high-yield, and foreign and emerging market fixed income securities, income-oriented stocks, short-term securities, asset-backed and mortgaged-related securities and U.S. government and agency securities. The Fund will also seek equity income through investments in dividend-paying stocks. Cash reserves will be invested in money market securities and shares of T. Rowe Price money market funds.

Fixed income securities may be of short-, intermediate- and long-term maturities, and will comprise a range of credit qualities with either fixed or floating interest rates. The Fund's fixed income investments will typically include investment grade corporate securities and asset-backed and mortgage-related securities, bank loan participations and assignments, and there is no limit on the Fund's investments in these securities. The Fund may invest in asset-backed securities rated, at the time of purchase, less than A (but not rated lower than B by S&P, Moody's or Fitch). Under normal circumstances, no more than 15% of the asset-backed securities purchased for the Fund will be rated less than A by the three rating agencies. The lowest rating would apply in the case of split-rated asset-backed securities rated by the three rating agencies. Mortgage-related investments could include mortgage dollar rolls and investments in more volatile stripped mortgage securities and collateralized mortgage obligations. The Fund may invest a substantial portion (up to 40% of its total assets) in below-investment grade fixed income securities (or if unrated, of equivalent quality as determined by the subadviser), commonly known as "junk bonds." Junk bonds involve a higher degree of credit risk and price volatility than other, higher-rated fixed income securities. The Fund may invest in U.S. government securities and municipal securities (including Treasury Inflation- Protected Securities or "TIPs"), GNMAs, and other agency-related fixed income securities, and there is no limit on the Fund's investment in these securities. The Fund may also invest up to 45% of its total assets in foreign government and emerging market fixed income securities (excluding Yankee bonds). Foreign currency forwards, options and futures may be used to protect the Fund's foreign securities from adverse currency movements relative to the U.S. dollar, as well as to gain exposure to currencies and markets expected to increase or decrease in value relative to other securities.

Individual fixed income securities are selected by a team of T. Rowe Price portfolio managers using the firm's fundamental research and credit analysis. In evaluating fixed income securities, the portfolio managers will consider a variety of factors including the issuer's financial condition and operating history, the depth and quality of its management, and its sensitivities to economic conditions. Portfolio managers will also consider the issuer's debt levels and ability to service its outstanding debt, its access to capital markets and external factors such as the economic and political conditions in the issuer's country.

The Fund's equity investments, which will be limited to 40% of total assets, will be selected using a value-oriented investment strategy with a focus on large-cap, dividend-paying common stocks. Preferred stocks and securities convertible into equity securities may also be purchased. The subadviser invests in stocks and other securities that appear to be temporarily undervalued by various measures and may be temporarily out of favor, but have good prospects for capital appreciation and dividend growth.

Other than the specific investment limits described above, there is no minimum or maximum percentage of assets which the subadviser will invest in any particular type of fixed income security. In managing the Fund, the subadviser may vary the allocation of the Fund's assets to a particular market segment based on their outlook for, and on the relative valuations of these market segments. When adjusting the allocations to the various markets, the

146

subadviser rice may also weigh such factors as the outlook for the economy and market conditions, both on a global and local (country) basis, corporate earnings, and the yield advantages of one fixed income sector over another. Maturities of the Fund's fixed income investments reflect the manager's outlook for interest rates.

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.

In pursuing its investment strategy, the subadviser has the discretion to purchase some securities that do not meet the Fund's normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the subadviser believes a security could increase in value for a variety of reasons including a change in management, a debt restructuring or other extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

The Fund may also hold a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. and foreign dollar-denominated money market securities, including repurchase agreements, in the two highest rating categories or equivalent ratings as determined by the subadviser, maturing in one year or less.

The Fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below (or even relatively nominal) rates. The SAI contains a more complete description of such instruments and risks associated therewith.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- Fixed Income Securities Risk

- Foreign Securities Risk (including emerging market risk)

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

The Fund is not the same fund as the T. Rowe Price Spectrum Income Fund which is not offered in this prospectus and which invests in other T. Rowe Price mutual funds and not individual securities. The funds will have different performance because they hold different investments, charge different fees and expenses and the timing of their investments will vary with the size of cash flows into and out of the funds.

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2006

                         ONE   DATE FIRST
                        YEAR    AVAILABLE
                        ----   ----------
Spectrum Income Trust
Series NAV(A)

147

STRATEGIC BOND TRUST

SUBADVISER: Western Asset Management Company

INVESTMENT OBJECTIVE: To seek a high level of total return consistent with preservation of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed income securities.

The Fund's assets may be allocated among the following five sectors of the fixed income market:

- U.S. government obligations,

- investment grade domestic corporate fixed income securities,

- below investment grade or non-investment grade high yield corporate fixed income securities,

- mortgage-backed and asset-backed securities and

- investment grade and below investment grade or non-investment grade high yield international fixed income securities.

The Fund invests in fixed income securities across a range of credit qualities and may invest a substantial portion of its assets in obligations rated below investment grade by a recognized rating agency, or, if unrated, of equivalent quality as determined by the subadviser. Below investment grade securities are commonly referred to as "junk bonds."

The subadviser will determine the amount of assets to be allocated to each type of security based on its assessment of the maximum level of total return that can be achieved from a Fund which is invested in these securities without incurring undue risks to principal value. The allocation decisions are based on the subadviser's analysis of current economic and market conditions and the relative risks and opportunities presented in these markets.

In making this determination, the subadviser relies in part on quantitative analytical techniques that measure relative risks and opportunities of each type of security. The subadviser also relies on its own assessment of economic and market conditions on both a global and local (country) basis. The subadviser considers economic factors including current and projected levels of growth and inflation, balance of payment status and monetary policy. The allocation of assets to international debt securities is further influenced by current and expected currency relationships and political and sovereign factors. The Fund's assets may not always be allocated to the highest yielding securities if the subadviser believes that such investments would impair the Fund's ability to preserve shareholder capital. The subadviser will continuously review this allocation of assets and make such adjustments as it deems appropriate. The Fund does not plan to establish a minimum or a maximum percentage of the assets which it will invest in any particular type of fixed income security.

The types and characteristics of the U.S. government obligations, mortgage-backed and asset-backed securities and investment grade corporate and international fixed income securities purchased by the Fund are set forth in the discussion of investment objectives and policies for the Investment Quality Bond, U.S. Government Securities and Global Bond Trusts, and in the section entitled "Other Instruments" in the SAI. The types and characteristics of the money market securities purchased by the Fund are similar to the investment objective of the Money Market Trust, to obtain maximum current income consistent with preservation of principal and liquidity. Potential investors should review these other discussions in considering an investment in shares of the Fund. The Fund may invest without limitation in high yield domestic and foreign fixed income securities and up to 100% of the Fund's net assets may be invested in foreign securities. The subadviser has discretion to select the range of maturities of the various fixed income securities in which the Fund invests. Such maturities may vary substantially from time to time depending on economic and market conditions.

The high yield sovereign fixed income securities in which the Fund may invest are U.S. dollar-denominated and non-dollar-denominated fixed income securities issued or guaranteed by governments or governmental entities of developing and emerging countries. The subadviser expects that these countries will consist primarily of those

148

which have issued or have announced plans to issue Brady Bonds, but the Fund is not limited to investing in the debt of such countries. Brady Bonds are debt securities issued under the framework of the Brady Plan.

Although the subadviser does not anticipate investing in excess of 75% of the Fund's net assets in domestic and developing country fixed income securities that are rated below investment grade, the Fund may invest a greater percentage in such securities when, in the opinion of the subadviser, the yield available from such securities outweighs their additional risks. By investing a portion of the Fund's assets in securities rated below investment grade, as well as through investments in mortgage-backed securities and international debt securities, as described below, the subadviser seeks to provide investors with a higher yield than a high-quality domestic corporate bond fund with less risk than a fund that invests principally in securities rated below investment grade. Certain of the debt securities in which the Fund may invest may have, or be considered comparable to securities having, the lowest ratings for non-subordinated debt instruments assigned by Moody's or S&P (i.e., rated "C" by Moody's or "CCC" or lower by S&P).

In light of the risks associated with investing in high yield corporate and sovereign debt securities, the subadviser considers various factors in evaluating the credit worthiness of an issue. These factors will typically include:

       CORPORATE DEBT SECURITIES                SOVEREIGN DEBT INSTRUMENTS
       -------------------------                --------------------------
-   issuer's financial condition         -   economic and political conditions
                                             within the issuer's country

-   issuer's sensitivity to economic     -   issuer's external and overall debt
    conditions and trends                    levels, and its ability to pay
                                             principal and interest when due

-   issuer's operating history           -   issuer's access to capital markets
                                             and other sources of funding

-   experience and track record of the   -   issuer's debt service payment
    issuer's management                      history

The subadviser also reviews the ratings, if any, assigned to a security by any recognized rating agencies, although its judgment as to the quality of a debt security may differ from that suggested by the rating published by a rating service. The Fund's ability to achieve its investment objective may be more dependent on the subadviser credit analysis than would be the case if it invested in higher quality debt securities.

The Fund may invest in fixed-and floating-rate loans, which investments generally will be in the form of loan participations and assignments of such loans.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Fixed Income Securities Risk (including lower rated fixed income securities risk)

- Foreign Securities Risk (including emerging markets)

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

Investing in foreign securities increases the risk of investing in the Fund. However, the ability of the Fund to spread its investments among the fixed income markets in a number of different countries may reduce the overall level of market risk of the Fund to the extent it may reduce the Fund's exposure to a single market.

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

149

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 5.94% (for the quarter ended 6/2003) and the lowest return was 3.29% (for the quarter ended 9/1998).

(PERFORMANCE GRAPH)

11.0%   1.3%   2.2%   7.4%   6.2%   9.0%   13.1%   6.7%   2.7%      %
1997   1998   1999   2000   2001   2002    2003   2004   2005   2006

                                           ONE    FIVE    TEN    DATE FIRST
                                          YEAR   YEARS   YEARS    AVAILABLE
                                          ----   -----   -----   ----------
Strategic Bond Trust
   Series I                               2.70%  7.48%   7.34%   02/19/1993
   Series II(B)                           2.44%  7.32%   7.26%   01/28/2002
   Series NAV(A)                          2.76%  7.49%   7.35%   02/28/2005
Lehman Brothers Aggregate Bond Index(A)   2.43%  5.87%   6.16%

(A) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher

(B) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

150

STRATEGIC INCOME TRUST

SUBADVISER: MFC Global Investment Management (U.S.), LLC

INVESTMENT OBJECTIVE: To seek a high level of current income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its assets in foreign government and corporate debt securities from developed and emerging markets U.S. Government and agency securities and domestic high yield bonds.

The Fund may also invest in preferred stock and other types of debt securities, including domestic corporate debt securities and mortgage-backed securities.

Although the Fund invests in securities rates as low as CC/Ca and their unrated equivalents, it generally intends to keep its average credit quality in the investment grade. There is no limit on the Fund's average maturity.

The Fund may invest in asset-backed securities rated, at the time of purchase, less than A (but not rated lower than B by S&P or Moody's). Under normal circumstances, no more than 15% of the Fund's total assets will be invested in asset-backed securities rated less than A by both rating agencies.

In managing the Fund, the subadviser allocates assets among the three major types of securities based on analysis of economic factors such as projected international interest rate movements, industry cycles and political trends. However, the subadviser may invest up to 100% of the Fund's assets in any one sector.

Within each types of security, the subadviser looks for investments that are appropriate for the overall Fund in terms of yield, credit quality, structure and industry distribution. In selecting securities, relative yields and risk/reward ratios are the primary considerations.

The Fund may use certain higher-risk investments, including derivatives (investments whose value is based on indexes, securities or currencies) and restricted or illiquid securities. In addition, the Fund may invest up to 10% of net assets in domestic or foreign stocks.

The Fund may trade securities actively, which could increase its transaction costs (thus lowering performance).

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including emerging markets risk)

- High Portfolio Turnover Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

151

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 1.63% (for the quarter ended 9/2005) and the lowest return was 0.60% (for the quarter ended 3/2005).

(PERFORMANCE GRAPH)

 2.1%
2005   2006

                                           ONE     LIFE OF    DATE FIRST
                                           YEAR   PORTFOLIO    AVAILABLE
                                          -----   ---------   ----------
Strategic Income Trust
   Series I                               2.13%               05/03/2004
   Series II                              1.92%               05/03/2004
   Series NAV(B)                          2.19%               04/29/2005
Lehman Brothers Aggregate Bond Index(A)   2.43%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) Series NAV shares were first offered April 29, 2005. For periods prior to April 29, 2005, the performance shown reflects the performance of Series I shares. Series I shares have higher expenses than Series NAV shares. Had the performance for periods prior to April 29, 2005 reflected Series NAV expenses, performance would be higher.

152

TOTAL RETURN TRUST

SUBADVISER: Pacific Investment Management Company LLC

INVESTMENT OBJECTIVE: To seek maximum total return, consistent with preservation of capital and prudent investment management.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 65% of its total assets in a diversified fund of fixed income instruments of varying maturities.

In selecting securities for the Fund, the subadviser utilizes economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other security selection techniques. The proportion of the Fund's assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the subadviser's outlook for the U.S. and foreign economies, the financial markets, and other factors.

The types of fixed income securities in which the Fund may invest include the following securities which, unless otherwise noted, may be issued by domestic or foreign issuers and may be denominated in U.S. dollars or non-U.S. currencies:

- securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;

- corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;

- mortgage-backed and other asset-backed securities;

- inflation-indexed bonds issued by both governments and corporations;

- structured notes, including hybrid or "indexed" securities and event-linked bonds;

- loan participations and assignments;

- delayed funding loans and revolving credit facilities;

- bank certificates of deposit, fixed time deposits and bankers' acceptances;

- debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

- repurchase agreements and reverse repurchase agreements;

- obligations of non-U.S governments or their subdivisions, agencies and government-sponsored enterprises; and

- obligations of international agencies or supranational entities.

Fixed-income securities may have fixed, variable, or floating rates of interest, including rates of interest that vary inversely at a multiple of a designated or floating rate, or that vary according to change in relative values of currencies.

The Fund invests primarily in investment grade securities, but may invest up to 10% of its total assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P, or, if unrated, determined by the subadviser to be of comparable quality. The Fund may also invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar denominated securities of foreign issuers. The Fund may invest in baskets of foreign currencies (such as the Euro) and direct currency. The Fund will normally limit its foreign currency exposure (from non-U.S. dollar denominated securities or currencies) to 20% of its total assets. The average Fund duration will normally vary within a three to six year time frame.

The Fund may make short sales of a security, including short sales "against the box."

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Fixed Income Securities Risk (including lower rated fixed income securities risk)

153

- Foreign Securities Risk

- Issuer Risk

- Liquidity Risk

- Mortgage-Backed and Asset-Backed Securities Risk

- Short Sale Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 6.43% (for the quarter ended 9/2001) and the lowest return was 2.19% (for the quarter ended 6/2004).

(PERFORMANCE GRAPH)

10.9%   8.3%   9.5%   5.0%   5.0%   2.4%      %
2000   2001   2002   2003   2004   2005   2006

                             ONE    FIVE    LIFE OF    DATE FIRST
                            YEAR   YEARS   PORTFOLIO    AVAILABLE
                            ----   -----   ---------   ----------
Total Return Trust
   Series I                 2.40%  6.00%               05/01/1999
   Series II(C)             2.25%  5.88%               01/28/2002
   Series NAV(B)            2.49%  6.02%               02/28/2005
Lehman Brothers Aggregate
   Bond Index(A)            2.43%  5.87%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

154

U.S. GOVERNMENT SECURITIES TRUST

SUBADVISER: Western Asset Management Company

INVESTMENT OBJECTIVE: To obtain a high level of current income consistent with preservation of capital and maintenance of liquidity.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt obligations and mortgage-backed securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and derivative securities such as collateralized mortgage obligations backed by such securities and futures contracts. The Fund may invest the balance of its assets in non-U.S. government securities including, but not limited to, fixed rate and adjustable rate mortgage-backed securities, asset-backed securities, corporate debt securities and money market instruments.

The Fund invests in:

- mortgage-backed securities guaranteed by the Government National Mortgage Association that are supported by the full faith and credit of the U.S. government and which are the "modified pass-through" type of mortgage-backed security ("GNMA Certificates"). Such securities entitle the holder to receive all interest and principal payments due whether or not payments are actually made on the underlying mortgages;

- U.S. Treasury obligations (including repurchase agreements collateralized by U.S. Treasury obligations) (U.S. Treasury obligations are supported by the full faith and credit of the U.S. government);

- obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government which are backed by their own credit and may not be backed by the full faith and credit of the U.S. Government (including repurchase agreements collateralized by these obligations);

- mortgage-backed securities guaranteed by agencies or instrumentalities of the U.S. Government which are supported by their own credit but not the full faith and credit of the U.S. Government, such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association; and

- futures contracts or financial instruments and indices.

- collateralized mortgage obligations issued by private issuers for which the underlying mortgage-backed securities serving as collateral are backed (i) by the credit alone of the U.S. Government agency or instrumentality which issues or guarantees the mortgage-backed securities, or (ii) by the full faith and credit of the U.S. Government.

As noted above, the Fund may invest not only in U.S. government securities that are backed by the full faith and credit of the U.S. government, such as GNMA Certificates and U.S. Treasury obligations, but also in U.S. Government securities that are backed only by their own credit and not the full faith and credit of the U.S. government (such as the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation).

The Fund may invest the balance of its assets in non-U.S. government securities such as, but not limited to, fixed rate and adjustable rate mortgage-backed securities, asset-backed securities, corporate debt securities and money market instruments.

For purposes of diversification requirements established pursuant to the Internal Revenue Code, all securities of the same issuer are treated as a single investment and each U.S. Government agency or instrumentality is treated as a separate issuer. As a result of these requirements, the Fund may not invest more than 55% of the value of its total assets in GNMA Certificates or in securities issued or guaranteed by any other single U.S. Government agency or instrumentality.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterpary Risk

155

- Derivative Risk

- Fixed Income Securities Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 4.48% (for the quarter ended 9/2001) and the lowest return was 1.54% (for the quarter ended 3/1996).

(PERFORMANCE GRAPH)

 8.5%   7.5%   -0.2%   10.9%   7.0%   8.0%   1.7%   2.9%   1.6%      %
1997   1998    1999    2000   2001   2002   2003   2004   2005   2006

                                      ONE    FIVE    TEN    DATE FIRST
                                     YEAR   YEARS   YEARS    AVAILABLE
                                     ----   -----   -----   ----------
U.S. Government Securities Trust
   Series I                          1.58%  4.21%   5.06%   03/18/1988
   Series II(C)                      1.45%  4.10%   5.01%   01/28/2002
   Series NAV(B)                     1.60%  4.21%   5.06%   02/28/2005
Citigroup 1-10 Year Treasury Index   1.57%  4.54%   5.35%

(A) Effective December 13, 1991, the portfolio changed its subadviser and its investment objective. Performance reflects results prior to these changes.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

156

U.S. HIGH YIELD BOND TRUST

SUBADVISER: Wells Capital Management, Incorporated

INVESTMENT OBJECTIVE: To seek total return with a high level of current income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in corporate debt securities that are, at the time of investment, below investment grade, including preferred and other convertible securities in below investment grade debt securities (sometimes referred to as "junk bonds" or high yield securities). The Fund also invests in corporate debt securities and may buy preferred and other convertible securities and bank loans.

The subadviser actively manages a diversified portfolio of below investment grade debt securities (often called "junk bonds" or high yield securities). The subadviser does not manage the portfolio to a specific maturity or duration. The subadviser focuses on individual security selection (primarily using a "bottom-up" approach) and seeks to identify high yield securities that appear comparatively undervalued. The subadviser uses its knowledge of various industries to assess the risk/return tradeoff among issues within particular industries, in seeking to identify compelling relative value investments. The subadviser analyzes the issuers' long-term prospects and focus on characteristics such as management, asset coverage, free cash flow generation, liquidity and business risk. The subadviser research and analysis highlights industry drivers, competitive position and operating trends with an emphasis on cash flow. The subadviser also talks to management, and consults industry contacts, debt and equity analysts, and rating agencies.

The subadviser purchases securities for the Fund when attractive risk/reward ideas are identified and sells securities when either the securities become overvalued or circumstances change in a way that adversely affects this risk/return profile. Rigorous credit analysis of individual issuers is an integral part of the selection process. The subadviser attempts to invest in high yield securities of issuers which it believes have ample asset coverage for their debt securities in comparison to other high yield security issuers in an effort to minimize default risk and maximize risk-adjusted returns. The strategy is focused on selecting investments that can capture the significant current income and capital appreciation potential of the high yield market while also managing downside risk. The total return sought by the Fund consists of income earned on the Fund's investments, together with the appreciation that may result from decreases in interest rates or improving credit fundamentals for a particular industry or issuer.

Under normal circumstances, the subadviser invests:

- Up to 15% of total assets in any one industry; and

- Up to 5% of total assets in any one issuer.

The subadviser will generally invest in below investment grade debt securities that are rated at least "Caa" by Moody's or "CCC" by S&P, or that are unrated but deemed by the subadviser to be of comparable quality but may also invest in securities rated below these ratings (or unrated securities of comparable quality). The average credit quality of the Fund's securities is expected to be at least B- as rated by S&P.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Fixed Income Securities Risk (including lower rated fixed income securities risk)

- Issuer Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

157

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2006

                                            ONE   DATE FIRST
                                           YEAR    AVAILABLE
                                           ----   ----------
U.S. High Yield Bond Trust Series NAV(A)

158

HYBRID FUNDS

GLOBAL ALLOCATION TRUST

SUBADVISER: UBS Global Asset Management (Americas) Inc.

INVESTMENT OBJECTIVE:    To seek total return, consisting of long-term capital
                         appreciation and current income.

INVESTMENT STRATEGIES:   Under normal market conditions, the Fund invests in
                         equity and fixed income securities of issuers located
                         within and outside the U.S. The Fund will allocate its
                         assets between fixed income securities and equity
                         securities.

The Fund is a multi-asset Fund and invests in each of the major asset classes:
U.S. fixed income, U.S. equities, international fixed income and international equities, based upon the subadviser's assessment of prevailing market conditions in the U.S. and abroad.

Within the equity portion of the Fund, the subadviser selects securities whose fundamental values it believes are greater than their market prices. In this context, the fundamental value of a given security is the subadviser's assessment of what a security is worth. The subadviser bases its estimates of value upon economic, industry and company analysis, as well as upon a company's management team, competitive advantage and core competencies. The subadviser then compares its assessment of a security's value against the prevailing market prices, with the aim of constructing a Fund of stocks with attractive relative price/value characteristics.

For each security under analysis, the fundamental value estimate is compared to the company's current market price to ascertain whether a valuation anomaly exists. A stock with a market price below the estimated intrinsic or fundamental value would be considered a candidate for inclusion in the Fund. The comparison between price and intrinsic or fundamental value allows comparisons across industries and countries.

While the subadviser's investment decisions with respect to the equity portion of the portfolio are based primarily on price/value discrepancies as identified by its fundamental valuation process, under certain circumstances the subadviser may utilize growth-oriented strategies within the U.S. equity asset class for a portion of the allocation to manage risk exposures; but only after subjecting such strategies to a rigorous due diligence process to judge their suitability for the Fund.

To invest in growth equities, the subadviser will seek to invest in companies that possess a dominant market position and franchise, a major technological edge or a unique competitive advantage, in part by using a proprietary quantitative screening system that ranks stocks using a series of growth, valuation and momentum metrics.

In selecting fixed income securities, the subadviser uses an internally developed valuation model that quantifies return expectations for all major bond markets, domestic and foreign. The model employs a qualitative credit review process that assesses the ways in which macroeconomic forces (such as inflation, risk premiums and interest rates) may affect industry trends. Against the output of this model, the subadviser considers the viability of specific debt securities compared to certain qualitative factors, such as management strength, market position, competitive environment and financial flexibility, as well as certain quantitative factors, such as historical operating results, calculation of credit ratios, and expected future outlook. The Fund may invest in both investment grade and high yield (lower-rated) securities.

The subadviser's fixed income strategy combines judgments about the absolute value of the fixed income universe and the relative value of issuer sectors, maturity intervals, duration of securities, quality and coupon segments and specific circumstances facing the issuers of fixed income securities. Duration measures a fixed income security's price sensitivity to interest rates by indicating the approximate change in a fixed income security's price if interest rates move up or down in one percent (1%) increments. Duration management involves adjusting the sensitivity to interest rates of the holdings within a country. The subadviser manages duration by choosing a maturity mix that provides opportunity for appreciation while also limiting interest rate risks.

159

The Fund's risk is carefully monitored with consideration given to the risk generated by individual positions, sector, country and currency views.

The Fund may invest in cash or cash equivalent instruments, including shares of an affiliated investment company. When market conditions warrant, the Fund may make substantial temporary defensive investments in cash equivalents, which may affect the Fund's ability to pursue its investment objective. The subadviser actively manages the Fund. As such, increased Fund turnover may result in higher costs for brokerage commissions, transaction costs and taxable gains.

Investments in fixed income securities may include debt securities of governments throughout the world (including the U.S.), their agencies and instrumentalities, debt securities of corporations, mortgage-backed securities and asset-backed securities. Investment in equity securities may include common stock, preferred stock, IPOs and ETFs. The Fund may invest in certain issuers by investing in other open-end investment companies, including investment companies advised by the subadviser, to the extent permitted by applicable law. In addition, the Fund attempts to generate positive returns through sophisticated currency management techniques. These decisions are integrated with analysis of global market and economic conditions.

The Fund may, but is not required to, use derivative instruments for risk management purposes or as part of the Fund's investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate, or index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates, and related indexes. Examples of derivatives include options, futures, forward agreements, swap agreements (including, but not limited to, interest rate and credit default swaps), and credit-linked securities. The Fund may use derivatives to earn income and enhance returns, to manage or adjust the risk profile of the Fund, to replace more traditional direct investments, or to obtain exposure to certain markets.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- ETFs Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- IPOs Risk

- Issuer Risk

The subadviser allocates the Fund's assets among several asset categories. The risks associated with asset allocation include the risk that the Fund may allocate assets to an asset category that underperforms other asset categories. For example, the Fund may be over weighted in equity securities when the stock market is falling and the fixed income market is rising.

PAST PERFORMANCE (A, B, C, D, E)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 14.38% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/2002).

160

(PERFORMANCE GRAPH)

-13.4%  -23.2%  26.4%  12.7%   6.2%      %
 2001    2002   2003   2004   2005   2006

                                         ONE    FIVE    LIFE OF    DATE FIRST
                                        YEAR   YEARS   PORTFOLIO    AVAILABLE
                                        ----   -----   ---------   ----------
Global Allocation Trust
   Series I                             6.20%  0.14%               05/01/2000
   Series II(D)                         5.93%  0.03%               01/28/2002
   Series NAV(C)                        6.30%  0.23%               02/28/2005
Global Securities Markets Index(A, B)   7.09%  5.35%
S&P 500 Index(A)                        4.91%  0.54%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

(B) The Global Securities Markets Index is an unmanaged index compiled by UBS Global Asset Management. It is currently constructed as follows: 40% Russell 3000 Index, 22% MSCI World ex-USA (free) Index, 21% Citigroup Broad Investment Grade (BIG) Bond Index, 9% Citigroup World Government Bond non-US Index, 3% Merrill Lynch High Yield Cash Pay Constrained Index, 3% MSCI Emerging Free Markets Index and 2% J.P. Morgan EMBI Global Index.

(C) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(E) Current subadvisers assignment became effective May 1, 2003.

161

INCOME & VALUE TRUST

SUBADVISER: Capital Guardian Trust Company

INVESTMENT OBJECTIVE: To seek the balanced accomplishment of (a) conservation of principal and (b) long-term growth of capital and income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests its assets in both equity and fixed income securities. The subadviser has full discretion to determine the allocation of assets between equity and fixed income securities. Generally, between 25% and 75% of the Fund's total assets will be invested in fixed income securities unless the subadvier determines that some other proportion would better serve the Fund's investment objective.

At least 80% of the fixed income portion of the portfolio will consist of the following:

- securities rated "Baa" or better at the time of purchase by Moody's or "BBB" by Standard & Poor's or deemed by the subadviser to be of equivalent investment quality including mortgage-related and asset-backed securities;

- non-U.S. dollar fixed income securities (up to 15% of the Fund's assets including up to 5% in emerging market fixed income securities);

- securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities; and/or

- cash or cash equivalents including commercial bank obligations and commercial paper.

Fixed-income securities may include ADRs, Yankee Bonds and Eurodollar instruments which are U.S. dollar denominated and non-U.S. dollar fixed income securities subject to the limits set forth above.

The subadviser has a large and experienced research team that includes equity and fixed-income analysts - focused on gathering in-depth, firsthand information on companies and securities in the U.S. markets - as well as economists who conduct global macroeconomic research. The subadviser emphasizes research and actively manages portfolios across asset classes, using a bottom-up approach to selecting individual securities. A team of senior portfolio managers determines tactical allocation shifts between these actively managed portfolios. These shifts are based on the expected returns of these active portfolios rather than the expected returns for the indices they are managed against.

Equity securities shall be traded on national securities exchanges, NASDAQ or in other national OTC markets and may include ADRs and other U.S. registered securities of foreign issuers which are denominated in U.S. dollars.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance

162

would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 13.68% (for the quarter ended 6/2003) and the lowest return was [______]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

15.9%  15.3%   8.5%   4.9%   1.0%  -15.9%  26.5%   7.6%   5.2%      %
1997   1998   1999   2000   2001    2002   2003   2004   2005   2006

                        ONE    FIVE    TEN    DATE FIRST
                       YEAR   YEARS   YEARS    AVAILABLE
                       ----   -----   -----   ----------
Income & Value Trust
   Series I            5.22%  3.99%   7.36%   08/03/1989
   Series II(D)        4.98%  3.85%   7.28%   01/28/2002
   Series NAV(C)       5.22%  3.99%   7.36%   04/29/2005
Combined Index(B)      4.06%  3.01%   6.32%
Citigroup BIG Index    2.57%  5.93%   6.19%
S&P 500 Index          4.91%  0.54%   9.07%

(A) Effective May 1, 1999, the portfolio changed its subadviser and its investment objective. Performance reflects results prior to these changes.

(B) The Combined Index represents 32.5% of the return of the Dow Jones Wilshire 5000 Index, 10% of the MSCI EAFE Index, 40% of the Lehman Brothers Aggregate Bond Index, 10% of the 90 Day T-Bill, and 7.5% of the Merrill Lynch High Yield Index through April 30, 1999, and 60% of the return of the S&P 500 Index and 40% of the return of the Citigroup Broad Investment Grade Bond Index from May 1, 1999 and thereafter.

(C) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(D) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

163

MANAGED TRUST

SUBADVISERS: Grantham, Mayo, Van Otterloo & Co. LLC ("GMO") and Declaration Management and Research LLC ("Declaration")

INVESTMENT OBJECTIVE: To seek income and long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests primarily in a diversified mix of: (a) common stocks of large capitalization U.S. companies; and (b) bonds with an overall intermediate term average maturity.

The Fund employs a multi-manager approach with two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. The Fund will be rebalanced quarterly so that each subadviser manages the following portion of the Fund:

60%* GMO

40%* Declaration

* Percentages are approximate. Since the Fund is only rebalanced quarterly, the actual portion of the Fund managed by each subadviser will vary during each calendar quarter.

This allocation methodology may change in the future.

GMO

In managing its portion of the Fund, GMO seek to outperform its benchmark, currently, the S&P 500 Index, an index of large capitalization U.S. stocks, independently maintained and published by Standard & Poor's.

GMO typically invests its portion of the Fund in equity investments in U.S. companies with larger capitalizations to gain broad exposure to the U.S. equity market. GMO defines "larger capitalizations" as capitalizations similar to the capitalizations of companies that issue stocks included in the S&P 500 Index ($[__________] to $[__________] as of December 31, 2006. Under normal circumstances, GMO invests at least 80% of its portion of the Fund in investments tied economically to the U.S.

GMO uses proprietary research and quantitative models to seek out stocks it believes are undervalued or it believes have improving fundamentals. Generally, these stocks trade at prices below what GMO believes to be their fundamental value. GMO also uses proprietary techniques to adjust the Fund for factors such as stock selection discipline (criteria used for selecting stocks), industry and sector weights, and market capitalization. The factors considered by GMO and the models it uses may change over time.

GMO intends that its portion of the Fund will be fully invested and generally will not take temporary defensive positions through investment in cash and high quality money market instruments. GMO in managing its portion of the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivative instruments, including options, futures, and swap contracts, to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other derivative instruments); or (iii) manage risk by implementing shifts in investment exposure.

DECLARATION

Declaration selects bonds using a combination of proprietary research and quantitative tools. Declaration invests in bond and bond sectors that it believes are attractively priced based on market fundamentals and technical factors. Declaration opportunistically emphasizes bonds with yields in excess of Treasury securities.

Declaration normally has no more than 10% of its bond total assets in high yield bonds (commonly know as "junk bonds") and normally invests in foreign securities only if U.S. dollar denominated.

164

Except as otherwise stated under "Temporary Defensive Investing" the portion of the Fund managed by Declaration normally has 10% or less (usually lower) of its total assets in cash and cash equivalents.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- Fixed Income Securities Risk (including lower rated fixed income securities)

- High Portfolio Turnover Risk

- Issuer Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 14.77% (for the quarter ended 12/1998) and the lowest return was 10.91% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

18.7%  20.4%   9.1%   0.0%  -2.8%  -13.2%  19.0%   8.2%   2.7%      %
1997   1998   1999   2000   2001    2002   2003   2004   2005   2006

                                        ONE    FIVE    TEN    DATE FIRST
                                       YEAR   YEARS   YEARS    AVAILABLE
                                       ----   -----   -----   ----------
Managed Trust Series NAV(A)            2.71%  2.19%   6.77%   03/29/1986
Managed Combined Index(B)              4.00%  2.99%   7.86%
Lehman Brothers Aggregate Bond Index   2.43%  5.87%   6.16%
S&P 500 Index(B)                       4.91%  0.54%   9.07%

(A) The Series NAV shares of the Managed Trust were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Managed Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Managed Fund, JHT's predecessor. These shares were first issued March 29, 1986.

(B) The Combined Index represents 50% S&P 500 Index and 50% Lehman Brothers Aggregate Bond Index from April 1986 to December 1997, then 60% S&P 500 Index and 40% Lehman Brothers Aggregate Bond Index from January 1998 thereafter.

(C) Current subadviser assignment became effective August 1, 2005.

165

SPECIALTY FUNDS

FINANCIAL SERVICES TRUST

SUBADVISER: Davis Selected Advisers, L.P.

INVESTMENT OBJECTIVE: To seek growth of capital.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) are invested in companies that, at the time of investment, are principally engaged in financial services and the Fund invests primarily in common stocks of financial services companies.

A company is "principally engaged" in financial services if it owns financial services-related assets constituting at least 50% of the value of its total assets, or if at least 50% of its revenues are derived from its provision of financial services. Companies in the financial services industry include commercial banks, industrial banks, savings institutions, finance companies, diversified financial services companies, investment banking firms, securities brokerage houses, investment advisory companies, leasing companies, insurance companies and companies providing similar services. The Fund may also invest in other equity securities and in foreign and fixed income securities.

The subadviser uses the Davis Investment Discipline in managing the Fund's portfolio. The subadviser conducts extensive research to seek to identify companies with durable business models that can be purchased at attractive valuations relative to their intrinsic value. The subadviser emphasizes individual stock selection and believes that the ability to evaluate management is critical. The subadviser routinely visits managers at their places of business in order to gain insight into the relative value of different businesses. Such research, however rigorous, involves predictions and forecasts that are inherently uncertain.

The subadviser has developed the following list of characteristics that it believes help companies to create shareholder value over the long term and manage risk. While few companies possess all of these characteristics at any given time, the subadviser seeks to invest in companies that demonstrate a majority, or an approximate mix of these characteristics, although there is no guarantee that it will be successful in doing so.

- Proven track record

- Significant personal ownership in business

- Strong balance sheet

- Low cost structure

- High after-tax returns on capital

- High quality of earnings

- Non-obsolescent products/services

- Dominant or growing market share

- Participation in a growing market

- Global presence and brand names

The subadviser's goal is to invest in companies for the long term. The subadviser considers selling a company if it believes the stock's market price exceeds its estimates of intrinsic value, or if the ratio of the risks and rewards of continuing to own the company is no longer attractive.

The Fund may engage in active and frequent trading to achieve its principal investment strategies which will increase transaction costs.

The Fund concentrates (that is invests at least 25% or more) its investments in securities of companies engaged in the financial services industries, a comparatively narrow segment of the economy, and may therefore experience greater volatility than funds investing in a broader range of industries. Moreover, a fund which concentrates its

166

investments in a particular sector is particularly susceptible to the impact of market, economic, regulatory and other factors affecting that sector.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- High Portfolio Turnover Risk

- Industry or Sector Investing Risk (including financial services securities risk)

- Issuer Risk

- Non-Diversified Fund Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 20.96% (for the quarter ended 6/2003) and the lowest return was 15.36% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

       33.6%  10.4%   9.8%      %
2002   2003   2004   2005   2006

                             ONE    FIVE   DATE FIRST
                            YEAR   YEARS    AVAILABLE
                            ----   -----   ----------
Financial Services Trust
   Series I                 9.78%          04/30/2001
   Series II(B)             9.62%          01/28/2002
   Series NAV(A)            9.78%          04/29/2005
Lipper Financial Services
   Fund Index(A)            5.93%

(A) NAV shares were first offered April 29, 2005. Performance shown is that of Series I shares. Series I shares have higher expenses than NAV shares. Had such performance reflected NAV share expenses performance would be higher.

(B) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

167

GLOBAL REAL ESTATE TRUST

SUBADVISER: Deutsche Investment Management Americas, Inc. ("DIMA") -RREEF American L.L.C. provides sub-subadvisory services to DIMA in its management of the Global Real Estate Trust ("DIMA RREEF")

INVESTMENT OBJECTIVE: To seek a combination of long-term capital appreciation and current income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of net assets (plus any borrowings for investment purposes) in equity securities of U.S. REITs, foreign entities with tax-transparent structures similar to REITs and U.S. and foreign real estate operating companies. Equity securities include common stock, preferred stock and securities convertible into common stock. The Fund will be invested in issuers located in at least three different countries, including the United States.

The Fund may invest its assets in short-term debt securities, notes, bonds, securities of companies not principally engaged in real estate, stock index futures contracts and similar instruments and American, European and Global Depositary Receipts.

A company is considered to be a real estate operating company if, in the opinion of DIMA RREEF, at least 50% of its revenues or 50% of the market value of its assets at the time its securities are purchased by the Fund are attributed to the ownership, construction, management or sale of real estate.

DIMA RREEF looks for real estate securities it believes will provide superior returns to the Fund, and attempts to focus on companies with the potential for stock price appreciation and a record of paying dividends.

To find these issuers, DIMA RREEF tracks economic conditions and real estate market performance in major metropolitan areas and analyzes performance of various property types within those regions. To perform this analysis, it uses information from a global network of real estate professionals to evaluate the holdings of real estate companies and REITs in which the Fund may invest. Its analysis also includes the companies' management structure, financial structure and business strategy. DIMA RREEF also considers the effect of the real estate securities markets in general when making investment decisions. DIMA RREEF does not attempt to time the market.

The Fund may realize some short-term gains or losses if DIMA RREEF chooses to sell a security because it believes that one or more of the following is true:

- A security is not fulfilling its investment purpose;

- A security has reached its optimum valuation; or

- A particular company or general economic conditions have changed.

DIMA RREEF's United States fund management team will select all North and South American investments. Foreign investments will be selected by fund management teams within affiliates of DIMA RREEF under common control with Deutsche Bank AG, the indirect parent company of DIMA RREEF. All fund management teams will contribute to the global regional allocation process.

DESCRIPTION OF REITS

A REIT invests primarily in income-producing real estate or makes loans to persons involved in the real estate industry.

Some REITs, called equity REITs, buy real estate and pay investors income from the rents received from the real estate owned by the REIT and from any profits on the sale of its properties. Other REITs, called mortgage REITs, lend money to building developers and other real estate companies and pay investors income from the interest paid on those loans. There are also hybrid REITs which engage in both owning real estate and making loans.

If a REIT meets certain requirements, it is not taxed on the income it distributes to its investors.

168

Based on its recent practices, DIMA RREEF expects that the Fund's assets will be invested primarily in equity REITs. In changing market conditions, the Fund may invest in other types of REITs. While a REIT is an entity defined by U.S. tax laws, various countries have created entities similar to REITs.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- Industry or Sector Investing Risk

- Issuer Risk

- Real Estate Securities Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [______]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

(PERFORMANCE GRAPH)

    %
2006

                            ONE    LIFE OF    DATE FIRST
                           YEAR   PORTFOLIO    AVAILABLE
                           ----   ---------   ----------
Global Real Estate Trust
   Series I
   Series II
   Series NAV
[__________] Index

169

HEALTH SCIENCES TRUST

SUBADVISER: T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE: To seek long-term capital appreciation.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks of companies engaged, at the time of investment, in the research, development, production, or distribution of products or services related to health care, medicine, or the life sciences (collectively termed "health sciences").

While the Fund may invest in companies of any size, the majority of its assets are expected to be invested in large-and mid-capitalization companies.

The subadviser's portfolio managers divide the health sciences sector into four main areas: pharmaceuticals, health care services companies, products and devices providers, and biotechnology firms. Their allocation among these four areas will vary depending on the relative potential within each area and the outlook for the overall health sciences sector. While most assets will be invested in U.S. common stocks, the Fund may purchase other securities, including foreign securities, futures, and options in keeping with its objective.

The Fund concentrates its investments (invests more than 25% of its total assets) in securities of companies in the health sciences sector, a comparatively narrow segment of the economy, and therefore may experience greater volatility than funds investing in a broader range of industries.

In managing the Fund, the subadviser uses a fundamental, bottom-up analysis that seeks to identify high quality companies and the most compelling investment opportunities. In general, the Fund will follow a growth investment strategy, seeking companies whose earnings are expected to grow faster than inflation and the economy in general. When stock valuations seem unusually high, however, a "value" approach, which gives preference to seemingly undervalued companies, may be emphasized.

The Fund may invest up to 35% of its total assets in foreign securities (including emerging market securities) and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date.

In pursuing its investment objective, the Fund's management has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the Fund's management believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

The Fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. and foreign dollar-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The Fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

170

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including emerging market risk)

- Industry or Sector Investing Risk (including health sciences risk)

- Issuer Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 18.13% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 6/2002).

(PERFORMANCE GRAPH)

-27.2%  36.2%  15.3%  12.5%      %
 2002   2003   2004   2005   2006

                                             ONE     FIVE   DATE FIRST
                                             YEAR   YEARS    AVAILABLE
                                            -----   -----   ----------
Health Sciences Trust
   Series I                                 12.50%          04/30/2001
   Series II(C)                             12.28%          01/28/2002
   Series NAV(B)                            12.57%          04/29/2005
Lipper Health/Biotechnology Fund Index(A)   11.48%

(A) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

(B) NAV shares were first offered April 29, 2005. Performance shown is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(D) Since June 1, 2001, a portion of the Health Sciences Trust expenses were reimbursed.

171

MUTUAL SHARES TRUST

SUBADVISERS: Franklin Mutual Advisers, LLC

INVESTMENT OBJECTIVE: To seek capital appreciation, which may occasionally be short-term. Income is a secondary objective.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests mainly in equity securities (including convertible securities or securities the subadviser expects to be exchanged for common or preferred stock) of companies of any nation that the subadviser believes are available at market prices less than their value based on certain recognized or objective criteria (intrinsic value).

Following this value-oriented strategy, the Fund invests primarily in:

- Undervalued Securities. Securities trading at a discount to intrinsic value.

And, to a lesser extent, the Fund also invests in:

- Risk Arbitrage Securities. Securities of companies involved in restructurings (such as mergers, acquisitions, consolidations, liquidations, spinoffs, or tender or exchange offers) or that the subadviser believes are inexpensive relative to an economically equivalent security of the same or another company.

- Distressed Companies. Securities of companies that are, or are about to be, involved in reorganizations, financial realigning or bankruptcy.

In pursuit of its value-oriented strategy, the Fund is not limited to pre-set maximums or minimums governing the size of the companies in which it may invest. The Fund currently invests predominantly in mid- and large-cap companies with market capitalization values (share price times the number of common stock shares outstanding) greater than $1.5 billion and a portion of its assets may be invested in small-cap companies.

While the Fund generally purchases securities for investment purposes, the subadviser may seek to influence or control management, or invest in other companies to do so, when it believes the Fund may benefit.

The Fund expects to invest a significant portion (up to 35%) of its assets in foreign securities, which may include sovereign debt and participations in foreign government debt.

The Fund's investments in distressed companies typically involve the purchase of bank debt, lower-rated or defaulted debt securities, comparable unrated debt securities or other indebtedness (or participations in the indebtedness) of such companies. Such other indebtedness generally represents a specific commercial loan or portion of a loan made to a company by a financial institution such as a bank. Loan participations represent fractional interests in a company's indebtedness and are generally made available by banks or other institutional investors. By purchasing all or a part of a company's direct indebtedness, a Fund, in effect, steps into the shoes of the lender. If the loan is secured, the Fund will have a priority claim to the assets of the company ahead of unsecured creditors and stockholders. The Fund generally makes such investments to achieve capital appreciation, rather than to seek income.

When engaging in an arbitrage strategy, the Fund typically buys one security while at the same time selling short another security. The Fund generally buys the security that the subadviser believes is either inexpensive relative to the price of the other security or otherwise undervalued, and sells short the security that the subadviser believes is either expensive relative to the price of the other security or otherwise overvalued. In doing so, the Fund attempts to profit from a perceived relationship between the values of the two securities. The Fund generally engages in an arbitrage strategy in connection with an announced corporate restructuring or other corporate action or event.

The subadviser employs a research driven, fundamental value strategy for the Fund. In choosing equity investments, the subadviser focuses on the market price of a company's securities relative to the subadviser's own evaluation of the company's asset value, including an analysis of book value, cash flow potential, long-term earnings and multiples of earnings. Similarly, debt securities and other indebtedness, including loan participations, are generally

172

selected based on the subadviser's own analysis of the security's intrinsic value rather than the coupon rate or rating of the security. The subadviser examines each investment separately and there are no set criteria as to specific value parameters, asset size, earnings or industry type.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including value investing risk)

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

- Liquidity Risk

- Risk Arbitrage Securities and Distressed Companies

- Small and Medium Size Company Risk

PAST PERFORMANCE

Past performance is not provided since the Fund commenced operations in May 2007.

173

NATURAL RESOURCES TRUST

SUBADVISER: Wellington Management Company LLP

INVESTMENT OBJECTIVE: To seek long-term total return.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity and equity-related securities of natural resource-related companies worldwide, including emerging markets. Natural resource-related companies include companies that own or develop energy, metals, forest products and other natural resources, or supply goods and services to such companies.

The Fund seeks to invest in companies that are expected to benefit from rising demand for natural resources and natural resource-based products and services. The Fund invests in four major sectors: 1) energy, 2) metals and mining, 3) forest products and 4) other natural resource-based companies which are described below.

ENERGY

The energy sector includes companies engaged in exploration, extraction, servicing, processing, distribution and transportation of oil, natural gas and other energy sources.

METALS AND MINING

The metals and mining sector includes companies engaged in exploration, mining, processing, fabrication, marketing or distribution of precious and non-precious metals and minerals.

FOREST PRODUCTS

The forest products sector includes timber, pulp and paper product companies.

OTHER NATURAL RESOURCES-BASED COMPANIES

Other natural resources sectors consist of companies engaged in producing, processing and distributing agricultural products, fertilizer, and miscellaneous raw materials.

The Fund's "normal" allocation across the natural resources sectors is approximately:

60% -- Energy and energy related

30% -- Metals and mining

10% -- Forest products, miscellaneous commodities companies, and non-ferrous metals.

The "normal" sector allocation reflects the subadviser's view on availability and relative attractiveness of investment opportunities within the natural resources area. The Fund's sector allocation might differ significantly from this "normal" allocation at any specific point in time.

The subadviser uses a value-based approach to invest in a broad range of natural resources sectors. The subadviser utilizes a moderate rotation among sectors in conjunction with bottom-up stock selection. Under normal market conditions the Fund is fully invested.

Natural resources companies often operate in countries that are different from the country in which their securities trade. Country allocation is primarily a result of the sector and security selection; however, a key element of the subadviser's analysis is understanding the economic and political dynamics of each of these countries. The Fund may invest without limitation in foreign securities. The Fund utilizes currency hedging to protect the value of the Fund's assets when the subadviser deems it advisable to do so.

The subadviser utilizes fundamental research to identify companies with the best growth prospects and relative values. A large number of companies worldwide in the relevant sub-sectors are monitored and stocks are added or deleted from the Fund on the basis of relative attractiveness. The subadviser uses a variety of tools such as income

174

statement and balance sheet analysis, cash flow projections and asset value calculations to analyze companies. Particularly in the oil and gas industry, specific accounting issues play an important role.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk (including emerging market risk)

- Industry or Sector Investing Risk (including Natural Resources Risk)

- Issuer Risk

The Fund concentrates its investments (i.e. invests 25% or more) in natural resource related companies which involves special risks. For example, these companies may be affected by international political and economic developments, energy conservation, success of exploration projects, tax and other government regulations.

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 25.72% (for the quarter ended 9/2005) and the lowest return was 0.85% (for the quarter ended 12/2005).

(PERFORMANCE GRAPH)

24.3%  46.8%      %
2004   2005   2006

                                           ONE     LIFE OF    DATE FIRST
                                          YEAR    PORTFOLIO    AVAILABLE
                                         ------   ---------   ----------
Natural Resources Trust
   Series I                               46.77%              05/01/2003
   Series II                              46.42%              05/01/2003
   Series NAV(B)                          46.88%              02/28/2005
Lipper Natural Resources Fund Index(A)    46.41%
Combined Index(A, C)                      27.74%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) The Combined Index is comprised of 60% MSCI World Energy Index, 30% MSCI World Metals & Mining Index, and 10% MSCI World Paper & Forest Products Index.

175

REAL ESTATE EQUITY TRUST

SUBADVISER: T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE: To seek long-term growth through a combination of capital appreciation and current income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of net assets (plus any borrowing for investment purposes) in the equity securities of real estate companies. The definition of real estate companies is broad and includes those that derive at least 50% of revenues or profits from, or commit at least 50% of assets to, real estate activities.

The Fund is likely to maintain a substantial portion of assets in REITs. REITs are pooled investment vehicles that typically invest directly in real estate, in mortgages and loans collateralized by real estate, or in a combination of the two. "Equity" REITs invest primarily in real estate that produces income from rentals. "Mortgage" REITs invest primarily in mortgages and derive their income from interest payments. The Fund generally invests in equity REITs. Other investments in the real estate industry may include real estate operating companies, brokers, developers, and builders of residential, commercial, and industrial properties; property management firms, finance, mortgage, and mortgage servicing firms; construction supply and equipment manufacturing companies; and firms dependent on real estate holdings for revenues and profits, including lodging, leisure, timber, mining, and agriculture companies.

The types of properties owned, and sometimes managed, by REITs include: office buildings, apartment and condominiums, retail properties, industrial and commercial sites, hotels and resorts, health care facilities, manufactured housing, self-storage facilities, leisure properties, special use facilities.

REITs usually specialize in a particular type of property and may concentrate their investments in particular geographical areas. For this reason and others, a fund investing in REITs provides investors with an efficient, low-cost means of diversifying among various types of property in different regions.

The Fund will not own real estate directly and will have no restrictions on the size of companies selected for investment. Up to 20% of Fund's net assets may be invested in companies deriving a substantial portion of revenues or profits from servicing real estate firms or in companies unrelated to the real estate business.

Stock selection is based on fundamental, bottom-up analysis that generally seeks to identify high-quality companies with both good appreciation prospectus and income-producing potential. Factors considered by the the subadviser in selecting real estate companies include one or more of the following: relative valuation; free cash flow; undervalued assets; quality and experience of management; type of real estate owned; and the nature of a company's real estate activities.

In pursing its investment objective, the subadviser has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the subadviser believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

While most assets will be invested in U.S. common stocks, other securities may also be purchased, including foreign stocks (up to 25% of total assets), convertible securities, futures, and options, in keeping with the objectives of the Fund. The Fund may invest in debt securities of any type, including municipal securities, without regard to quality or rating. The Fund may purchase up to 10% of its total assets in any type of non-investment grade debt securities (or "junk bond") including those in default. Fund investments in convertible securities are not subject to this limit. Below investment grade bonds or junk bonds can be more volatile and have greater risk of default than investment grade bonds.

176

The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- Industry or Sector Investing Risk

- Issuer Risk

- Non-Diversified Fund Risk

- Real Estate Securities Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

    %
2006

                            ONE   DATE FIRST
                           YEAR    AVAILABLE
                           ----    ---------
Real Estate Equity Trust             05/06
Series NAV(A)
Russell 2000 Index
Combined Index(B,)

177

REAL ESTATE SECURITIES TRUST

SUBADVISER: Deutsche Investment Management Americas, Inc. ("DIMA") -RREEF American L.L.C. provides sub-subadvisory services to DIMA in its management of the Global Real Estate Trust
("DIMA RREEF")

INVESTMENT OBJECTIVE: To seek to achieve a combination of long-term capital appreciation and current income.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of REITs and real estate companies. Equity securities include common stock, preferred stock and securities convertible into common stock.

A company is considered to be a real estate company if, in the opinion of DIMA RREEF, at least 50% of its revenues or 50% of the market value of its assets at the time its securities are purchased by the Fund are attributed to the ownership, construction, management or sale of real estate.

DIMA RREEF looks for real estate securities it believes will provide superior returns to the Fund, and attempts to focus on companies with the potential for stock price appreciation and a record of paying dividends.

To find these issuers, DIMA RREEF tracks economic conditions and real estate market performance in major metropolitan areas and analyzes performance of various property types within those regions. To perform this analysis, it uses information from a nationwide network of real estate professionals to evaluate the holdings of real estate companies and REITs in which the Fund may invest. Its analysis also includes the companies' management structure, financial structure and business strategy. The goal of these analyses is to determine which of the issuers DIMA RREEF believes will be the most profitable to the Fund. DIMA RREEF also considers the effect of the real estate securities markets in general when making investment decisions. DIMA RREEF does not attempt to time the market.

DESCRIPTION OF REITS

A REIT invest primarily in income-producing real estate or makes loans to persons involved in the real estate industry.

Some REITs, called equity REITs, buy real estate and pay investors income from the rents received from the real estate owned by the REIT and from any profits on the sale of its properties. Other REITs, called mortgage REITs, lend money to building developers and other real estate companies and pay investors income from the interest paid on those loans. There are also hybrid REITs which engage in both owning real estate and making loans.

If a REIT meets certain requirements, it is not taxed on the income it distributes to its investors.

The Fund may realize some short-term gains or losses if DIMA RREEF chooses to sell a security because it believes that one or more of the following is true:

- A security is not fulfilling its investment purpose;

- A security has reached its optimum valuation; or

- A particular company or general economic conditions have changed.

Based on its recent practices, DIMA RREEF expects that the Fund's assets will be invested primarily in equity REITs. In changing market conditions, the Fund may invest in other types of REITs.

OTHER INVESTMENTS

When DIMA RREEF believes that it is prudent, the Fund may invest a portion of its assets in other types of securities. These securities may include convertible securities, short-term securities, bonds, notes, securities of companies not principally engaged in the real estate industry, non-leveraged stock index futures contracts and other

178

similar securities. (Stock index futures contracts, can help the Fund's cash assets remain liquid while performing more like stocks).

The Fund may invest up to 10% of its total assets in securities of foreign real estate companies.

The Fund is non-diversified, which means that it may concentrate its assets in a smaller number of issuers than a diversified fund.

TEMPORARY DEFENSIVE INVESTING

To meet redemption requests or pending investment of its assets or during unusual market conditions, the Fund may place all or a portion of its assets in liquid, high grade fixed income securities such as money market instruments, certificates of deposit, commercial paper, short-term corporate debt securities, variable rate demand notes, governments securities and repurchase agreements. To the extent the Fund is in a defensive position, the ability to achieve its investment objective will be limited.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Industry or Sector Investing Risk

- IPOs Risk

- Issuer Risk

- Non-Diversified Fund Risk

- Real Estate Securities Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

(PERFORMANCE GRAPH)

18.4%  -16.4%  -8.0%  25.7%   3.1%   2.6%  39.1%  32.0%  11.8%
1997    1998   1999   2000   2001   2002   2003   2004   2005

                                ONE     FIVE    TEN    DATE FIRST
                                YEAR   YEARS   YEARS    AVAILABLE
                               -----   -----   -----   ----------
Real Estate Securities Trust
   Series I                    11.85%  16.81%  12.86%  04/30/1987
   Series II(C)                11.65%  16.67%  12.79%  01/28/2002
   Series NAV(B)               11.94%  16.83%  12.87%  02/28/2005
Morgan Stanley
   REIT Index(B)               12.13%  18.71%  14.35%

(A) On November 25, 2002, the portfolio changed its subadviser. Performance reflects results prior to this change. On December 31, 1996, Manulife Series Fund, Inc. merged with JHT. Performance presented for this portfolio is

179

based upon the performance of the respective predecessor Manulife Series Fund, Inc. portfolio for periods prior to December 31, 1996.

(B) NAV shares were first offered February 28, 2005. Performance prior to February 28, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

180

SCIENCE & TECHNOLOGY TRUST

SUBADVISER: T. Rowe Price Associates, Inc. ("T. Rowe Price") and RCM Capital Management LLC ("RCM")

INVESTMENT OBJECTIVE: To seek long-term growth of capital. Current income is incidental to the Fund's objective.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in the common stocks of companies expected to benefit from the development, advancement, and/or use of science and technology. For purposes of satisfying this requirement, common stock may include equity linked notes and derivatives relating to common stocks, such as options on equity linked notes.

The Fund employs a multi-manager approach with two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. The Fund will be rebalanced quarterly so that each subadviser manages the following portion of the Fund:

50%* T. Rowe Price

50%* RCM

* Percentages are approximate. Since the Fund is only rebalanced quarterly, the actual portion of the Fund managed by each subadviser will vary during each calendar quarter.

This allocation methodology may change in the future.

In managing its portion of the Fund, RCM may enter into short sales including short sales against the box.

Some industries likely to be represented in the Fund include:

- Computers including hardware, software and electronic components

- telecommunications

- media and information services

- environmental services

- e-commerce

- life sciences and health care, including pharmaceuticals, medical devices, and biotechnology

- chemicals and synthetic materials

- defense and aerospace

While most of the Fund's assets are invested in U.S. common stocks, the Fund may also purchase other types of securities, including U.S. and non-U.S. dollar denominated foreign securities, convertible stocks and bonds, and warrants in keeping with its objectives.

Stock selection for the Fund generally reflects a growth approach based on an assessment of a company's fundamental prospects for above-average earnings, rather than on a company's size. As a result, Fund holdings can range from securities of small companies developing new technologies to securities of blue chip firms with established track records of developing and marketing technological advances. The Fund may also invest in companies that are expected to benefit from technological advances even if they are not directly involved in research and development. The Fund may invest in suitable technology companies through IPOs.

The Fund holds a certain portion of its assets in money market reserves which can consist of shares of the T. Rowe Price Reserve Investment Fund (or any other internal T. Rowe Price money market fund) as well as U.S. and foreign dollar-denominated money market securities, including repurchase agreements, in the two highest rating categories, maturing in one year or less.

The Fund may sell securities for a variety of reasons such as to secure gains, limit losses or redeploy assets into more promising opportunities.

181

The Fund may invest up to 10% of its total assets in hybrid instruments. Hybrid instruments are a type of high-risk derivative which can combine the characteristics of securities, futures and options. Such securities may bear interest or pay dividends at below market (or even relatively nominal) rates. The SAI contains a more complete description of such instruments and the risk associated therewith.

The Fund is non-diversified, which means that it may concentrate its assets in a smaller number of issuers than a diversified Fund.

In pursuing the Fund's investment objective, the subadviser has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when they perceive an unusual opportunity for gain. These special situations might arise when the subadviser believes a security could increase in value for a variety of reasons including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk (including Growth Investing Risk)

- Foreign Securities Risk

- Industry or Sector Investing Risk (including Telecommunications, Health Sciences and Technology Risks)

- Issuer Risk

- Non-Diversified Fund Risk

- Small and Medium Size Companies Risk

PAST PERFORMANCE (A, B, C, D)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 47.10% (for the quarter ended 12/1998) and the lowest return was 40.43% (for the quarter ended 9/2001).

(PERFORMANCE GRAPH)

43.3%  99.5%  -34.1%  -41.2%  -40.8%  50.4%   0.9%   2.1%      %
1998   1999    2000    2001    2002   2003   2004   2005   2006

                                       ONE    FIVE     LIFE OF    DATE FIRST
                                      YEAR    YEARS   PORTFOLIO    AVAILABLE
                                      ----   ------   ---------   ----------
Science & Technology Trust Series I   2.08%  -11.63%              01/01/1997
   Series II(C)                       1.82%  -11.70%              01/28/2002
   Series NAV(B)                      2.17%  -11.61%              04/29/2005
Lipper Science & Technology
   Fund Index(A)                      5.37%  -8.68%

(A) The return of the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for the index is only provided as of month end.

182

(B) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(D) Since June 1, 2000, a portion of the Science & Technology Trust expenses was reimbursed. If such expenses had not been reimbursed, returns would be lower.

183

UTILITIES TRUST

SUBADVISER: Massachusetts Financial Services Company

INVESTMENT OBJECTIVE: To seek capital growth and current income (income above that available from a Fund invested entirely in equity securities).

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of companies in the utilities industry. Securities in the utilities industry may include equity and debt securities of domestic and foreign companies (including emerging markets).

FIXED INCOME INVESTMENTS

The Fund invests in the following fixed income securities:

- corporate bonds, which are bonds or other debt obligations issued by corporations or similar entities, including up to but not including 20% of its net assets in lower rated bonds, commonly known as junk bonds (see "Other Risks of Investing -- Lower Rated Fixed Income Securities" for further information on these securities).

- mortgage-backed securities and asset-backed securities, (see "Other Risks of Investing -- Asset Backed Securities/Mortgage Backed Securities" for further information on these securities).

- U.S. government securities, which are bonds or other debt obligations issued by, or whose principal and interest payments are guaranteed by, the U.S. government or one of its agencies or instrumentalities or a government sponsored enterprise. Certain U.S. Government securities in which the Fund may invest, such as U.S. Treasury obligations (including bills, notes and bonds) and mortgage-backed securities guaranteed by the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the United States Government and ordinarily involve minimal credit risk. Other U.S. Government securities in which the Fund may invest involve increased credit risk because they are backed only by the credit of a U.S. federal agency or government sponsored enterprise, such as the Federal Home Loan Banks (FHLBs), the Federal Home Loan Mortgage Corporation (Freddie Mac) or the Federal National Mortgage Association (Fannie Mae). Although government sponsored enterprises such as FHLBs, Freddie Mac and Fannie Mae may be charted or sponsored by Congress, they are not funded by Congressional appropriations and their securities are not issued or guaranteed by the U.S. Treasury or supported by the full faith and credit of the United States Government.

FOREIGN SECURITIES

The Fund may not exceed 35% of its net assets in foreign securities (including emerging markets securities, Brady bonds and depositary receipts) such as:

- Equity securities of foreign companies in the utilities industry,

- Fixed income securities of foreign companies in the utilities industry,

- Fixed income securities issued by foreign governments.

The Fund may have exposure to foreign currencies through its investments in foreign securities, its direct holdings of foreign currencies, or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date.

GENERAL

The Fund may also invest to a limited extent in: (a) municipal bonds, (b) variable and floating rate obligations, (c) zero coupon bonds, deferred interest bonds and PIK bonds, (d) investment companies, (e) restricted securities, (f) indexed/structured securities and (g) repurchase agreements, (h) short-term instruments and (i) when-issued securities. These investment techniques and practices are described further in the prospectus under "Additional Investment Policies and Transactions" and in the SAI.

The subadviser considers a company to be in the utilities industry if, at the time of investment, the subadviser determines that a substantial portion (i.e., at least 50%) of the company's assets or revenues are derived from one or more utilities. Securities in which the Fund invests are not selected based upon what sector of the utilities industry a company is in (i.e., electric, gas, telecommunications) or upon a company's geographic region. Companies in the utilities industry include: (i) companies engaged in the manufacture, production, generation, transmission, sale or

184

distribution of electric, gas or other types of energy, water or other sanitary services; and (ii) companies engaged in telecommunications, including telephone, cellular, telegraph, satellite, microwave, cable television and other communications media.

The subadviser uses a bottom-up investment approach in buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of issuers or instruments in light of market, economic, political, and regulatory conditions. Factors considered for equity securities may include analysis of earnings, cash flows, competititive position, and management ability. Quantitative analysis of these and other factors may also be considered. Factors considered for debt instruments may include the instrument's credit quality, collateral characteristics and indenture provisions and the issuer's management ability, capital structure, leverage, and ability to meet its current obligations. Quantitative analysis of the structure of a debt instrument and its features may also be considered.

EQUITY SECURITIES

The Fund may invest in equity securities, inclulding common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts. A convertible security is a security that may be converted within a specified period of time into a certain amount of common stock of the same or a different issuer. A convertible security generally provides:

- a fixed income stream, and

- the opportunity, through its conversion feature, to participate in an increase in the market price of the underlying common stock.

Equity securities may be listed on a securities exchange or traded in the over-the-counter markets.

The Fund may engage in active and frequent trading to achieve its principal investment strategies which will increase transaction costs.

The Fund is non-diversified, which means that it may concentrate its assets in a smaller number of issuers than a diversified Fund.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including Emerging Markets Risk)

- High Portfolio Turnover Risk

- Industry or Sector Investing Risk (including Utilities Risk)

- Issuer Risk

- Mortgage-Backed and Asset-Backed Securities Risk

- Non-Diversified Funds Risk

PAST PERFORMANCE (A, B, C)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 19.87% (for the quarter ended 6/2003) and the lowest return was 15.58% (for the quarter ended 6/2002).

185

(PERFORMANCE GRAPH)

-23.5%  34.5%  29.4%  16.8%      %
 2002   2003   2004   2005   2006

                                  ONE     FIVE   DATE FIRST
                                 YEAR    YEARS    AVAILABLE
                                ------   -----   ----------
Utilities Trust
   Series I                      16.82%          04/30/2001
   Series II(C)                  16.56%          01/28/2002
   Series NAV(B)                 16.73%          04/29/2005
S&P Utilities Sector Index(A)    16.84%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) NAV shares were first offered April 29, 2005. Performance prior to April 29, 2005 is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

186

ABSOLUTE RETURN TRUST

SUBADVISERS:           MFC Global Investment Management (U.S.A.) Limited ("MFC
                       Global (U.S.A.)")

                       -    MFC Global Investment Management (U.S.), LLC
                            provides sub-subadvisory services to MFC Global
                            (U.S.A.) in its management of the Absolute Return
                            Trust.

INVESTMENT OBJECTIVE:  To seek maximum real return, consistent with preservation
                       of real capital and prudent investment management.

INVESTMENT STRATEGIES: To pursue this goal, the Fund invests in a number of the
                       other Funds of the John Hancock funds complex.

The Fund may also invest in the securities of other investment companies and in other types of investments as described below.

In employing its investment strategies for the Fund, the subadviser attempts to achieve an average annual total rate of return for the Fund that meets or exceeds the Consumer Price Index (All Urban Consumers) plus 6% (before fees) over a long-term time horizon (approximately five to eight years) while attempting to maintain a low probability of negative returns in any 12-month time period. The Adviser and the subadviser do not represent or guarantee that the Fund will meet this total return goal or achieve positive returns every year.

The Fund may purchase shares of other Funds of the John Hancock funds complex except the Lifestyle Trusts, Index Allocation Trust, American Growth Trust, American International Trust, American Blue Chip Income and Growth Trust, American Bond Trust, American Growth-Income Trust, American Global Growth Trust, American High-Income Trust, American New World Trust, American Global Small Cap Trust and American Asset Allocation Trust. The underlying Funds that the Fund can invest in as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities and science and technology stocks. Each of the Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the Funds in which the Fund invests focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixedincome Funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

The Fund is non-diversified for purposes of the 1940 Act.

OTHER PERMITTED INVESTMENTS

The Fund may:

- Purchase U.S. government securities and short-term paper.

- Purchase shares of other registered open-end investment companies (and registered unit investment trusts) within the same "group of investment companies" as that term is defined in Section 12 of the Investment Company Act of 1940, as amended (the "1940 Act").

- Purchase shares of other registered open-end investment companies (and registered unit investment trusts) where the adviser is not the same as, or affiliated with, the Adviser to the Fund, including exchange traded funds.

- Purchase domestic and foreign equity and fixed-income securities.

- Invest in equity securities, which may include common and preferred stocks of large-, medium- and small-capitalization companies in both developed (including the U.S.) and emerging markets.

- Invest in fixed-income securities, which may include debt securities of governments throughout the world (including the U.S.), their agencies and instrumentalities, debt securities of corporations and supranationals, inflation protected securities, convertible bonds, mortgaged-backed securities, asset-backed securities and collateralized debt securities. Investments in fixed-income securities may include securities of issuers in both developed (including the U.S.) and emerging markets and may include fixed-income securities rated below investment grade.

187

- Purchase securities of registered closed-end investment companies that are part of the same "group of investment companies" as that term is defined in
Section 12 of the 1940 Act.

- Invest up to 15% of its net assets in illiquid securities of such entities as limited partnerships and other pooled investment vehicles such as hedge funds.

- Make short sales of securities (borrow and sell securities not owned by the Fund), either to realize appreciation when a security that the Fund does not own declines in value or as a hedge against potential declines in the value of a Fund security.

- Invest in publicly traded partnerships, including publicly traded partnerships that invest principally in commodities or commodities-linked derivatives.

The Fund may use various investment strategies such as hedging and other related transactions. For example, the Fund may use derivative instruments (such as options, futures and swaps) for hedging purposes, including hedging various market risks and managing the effective maturity or duration of debt instruments held by the Fund. In addition, these strategies may be used to gain exposure to a particular securities market. The Fund also may purchase and sell commodities and may enter into swap contracts and other commodity-linked derivative instruments including those linked to physical commodities.

EXPENSES

The Absolute Return Trust bears its own expenses and, in addition, indirectly bears its proportionate share of the expenses of any investment company or similar entity in which it invests.

MANAGEMENT OF THE ABSOLUTE RETURN TRUST

Subject to the limitations described above, the Fund may at any time invest any percentage of its assets in any of the different investments described above. The subadviser may from time to time adjust the percentage of assets invested in any specific investment held by the Fund. Such adjustments may be made, for example, to increase or decrease the Fund's holdings of particular asset classes, to adjust portfolio quality or the duration of fixed income securities or to increase or reduce the percent of the Fund's assets subject to the management of a particular Underlying Fund subadviser. In addition, changes may be made to reflect fundamental changes in the investment environment.

The investment performance of the Fund will reflect both its subadviser's allocation decisions with respect to its investments and the investment decisions made by the adviser or subadviser to an investment company or similar entity in which the Fund invests.

PRINCIPAL RISKS OF INVESTING IN THIS FUND

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including emerging markets risk)

- Investment Company Securities Risk

- Issuer Risk

- Liquidity Risk

- Non-Diversified Funds Risk

PAST PERFORMANCE

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

188

The bar chart reflects the performance of [__________] shares. During the period shown in the bar chart, the highest quarterly return was [_____]% (for the quarter ended [__________]) and the lowest return was [_____]% (for the quarter ended [__________]).

2006

                                       ONE   DATE FIRST
                                      YEAR    AVAILABLE
                                      ----   ----------
Absolute Return Trust Series NAV(A)             05/06

189

FUND OF FUNDS

INDEX ALLOCATION TRUST

SUBADVISER:            MFC Global Investment Management (U.S.A.) Limited

INVESTMENT OBJECTIVE:  Seeks long term growth of capital. Current income is also
                       a consideration.

INVESTMENT STRATEGIES: Under normal market conditions, the Fund invests in a
                       number of the other index portfolios of JHT ("Underlying
                       Funds"). The Fund invests approximately 70% of its total
                       assets in Underlying Funds which invest primarily in
                       equity securities and approximately 30% of its total
                       assets in Underlying Funds which invest primarily in
                       fixed income securities.

The Underlying Funds eligible for purchase by the Fund are the 500 Index Trust, the Mid Cap Index Trust, the Small Cap Index Trust, the International Equity Index Trust A and the Bond Index Trust A. The Underlying Funds are grouped according to whether they invest primarily in fixed income securities or equity securities. The Underlying Fund investing primarily in fixed income securities is the Bond Index Trust A. All other Underlying Funds invest primarily in equities securities. The Underlying Funds are described in Appendix B in this Prospectus.

The Fund may invest in various Underlying Funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities and science and technology stocks. Each of the Underlying Funds has its own investment strategy which, for example, may focus on growth stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the Underlying Funds in which the Index Allocation Trust invests focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed-income Underlying Funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

Because substantially all of the securities in which the Index Allocation Trust may invest are Underlying Funds, the Index Allocation Trust is non-diversified for purposes of the 1940 Act.

Variations in the target percentage allocations between the two types of Underlying Funds (fixed income and equity) are permitted up to 10% in either direction. For example, based on its investment allocation of approximately 30% of assets in fixed income securities and 70% of assets in equity securities, the Index Allocation Trust may have a fixed income/equity allocation of 80%/20% or 60%/40%. Variations beyond the permissible deviation range of 10% are not permitted except that, in light of market or economic conditions, the subadviser may determine that the normal percentage limitations should be exceeded to protect the portfolio or to achieve the portfolio's objective.

The Fund is monitored daily. To maintain target allocations in the Underlying Funds, daily cash flow for the Fund will be directed to the Underlying Fund that most deviates from target. Quarterly, the subadviser may also rebalance the Fund's Underlying Funds to maintain target allocations. The subadviser may from time to time adjust the percent of assets invested in any specific Underlying Fund held by the Fund. Such adjustments may be made to increase or decrease the Fund's holdings of particular asset classes, such as common stocks of foreign issuers, or to adjust portfolio quality or the duration of fixed income securities. Adjustments may also be made to increase or reduce the percent of the Fund's assets subject to the management of a particular Underlying Fund subadviser. In addition, changes may be made to reflect fundamental changes in the investment environment.

The investment performance of the Fund will reflect both its subadviser's allocation decisions with respect to Underlying Funds and the investment decisions made by the Underlying Funds' subadvisers. The Index Allocation Trust bears its own expenses and, in addition, indirectly bears its proportionate share of the expenses of the Underlying Fund in which it invests.

190

The Fund purchases only NAV shares of the Underlying Funds. (NAV shares are not subject to any Rule 12b-1 fees).

USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS

The Fund is not authorized to use any of the various investment strategies referred to under "Hedging and Other Strategic Transactions."

PRINCIPAL RISKS OF INVESTING IN THE INDEX ALLOCATION TRUST

The Fund is subject to the same risks as the Underlying Funds in which it invests. The principal risks of investing in the Index Allocation Trust are:

- To the extent the Fund invests in Underlying Funds that invest primarily in equity securities, the portfolio will be subject to the risks of investing in equity securities.

- To the extent the Fund invests in Underlying Portfolios that invest primarily in fixed income securities, the portfolio will be subject to the risks of investing in fixed income securities.

- To the extent that Index Allocation Trust invests in Underlying Portfolios that invest in foreign securities, the portfolio will be subject to the risks of investing in foreign securities.

The risks of investing in these securities are set forth below under "Additional Information About the Funds' Risks and Investment Policies."

- The Index Allocation Trust is a non-diversified portfolio so that it may invest substantially all of its assets in other portfolios of JHT. Since a non-diversified portfolio may invest a high percentage of its assets in the securities of a small number of companies, a non-diversified portfolio may be affected more than a diversified portfolio by a change in the financial condition of any of these companies or by the financial markets' assessment of any of these companies. In the case of the Index Allocation Trust, this risk is greatly reduced since the Index Allocation Trust invests its assets in Underlying Portfolios which have diverse holdings.

PAST PERFORMANCE

[__________]

DESCRIPTIONS OF THE UNDERLYING FUNDS

Each of the Underlying Funds -- the 500 Index Trust, the Mid Cap Index Trust, the Small Cap Index Trust, the International Equity Index Trust A and the Bond Index Trust A -- is described in this prospectus. Each is an index Fund which differs from an actively managed Fund. Actively managed Funds seek to outperform their respective indices through research and analysis. Over time, their performance may differ significantly from their respective indices. Index Funds, however, seek to mirror the performance of their target indices, minimizing performance differences over time.

191

FOUNDING ALLOCATION TRUST

SUBADVISER:            MFC Global Investment Management (U.S.A.) Limited

INVESTMENT OBJECTIVE:  To seek long-term growth of capital.

INVESTMENT STRATEGIES: The Founding Allocation Trust differs from the portfolios
                       previously described (other than other fund of funds) in
                       that the Founding Allocation Trust invests in other Fund
                       portfolios and in other investment companies
                       (collectively, "Underlying Funds") as well as other types
                       of investments as described below.

The Founding Allocation Trust currently invests primarily in three Fund portfolios: Global Trust, Income Trust and Mutual Shares Trust. However, it is also authorized to invest without limitation in other Underlying Funds and in other types of investments as described below.

The Founding Allocation Trust may purchase any of JHT portfolios except other JHT funds of funds and the American Asset Allocation Trust, American Blue Chip Income and Growth Trust, American Bond Trust, American Global Growth Trust, American Global Small Capitalization Trust, American Growth Trust, American Growth-Income Trust, American High-Income Bond Trust, American International Trust and American New World Trust. When purchasing shares of other Fund portfolios, the Founding Allocation Trust only purchases NAV shares (which are not subject to Rule 12b-1 fees).

The Founding Allocation Trust is non-diversified for purposes of the 1940 Act.

OTHER PERMITTED INVESTMENTS

The Founding Allocation Trust may also:

- Purchase U.S. government securities and short-term paper.

- Purchase shares of other registered open-end investment companies (and registered unit investment trusts) within the same "group of investment companies" as that term is defined in Section 12 of the 1940 Act, subject to the limits set forth under the 1940 Act and rules thereunder.

- Purchase shares of other registered open-end investment companies (and registered unit investment trusts) where the adviser is not the same as, or affiliated with, the adviser to the Founding Allocation Trust, including exchange traded funds ("ETFs"), subject to the limits set forth under the 1940 Act and rules thereunder.

- Purchase securities of registered closed-end investment companies.

- Purchase domestic and foreign equity and fixed income securities.

- Investments in equity securities may include common and preferred stocks of large, medium and small capitalization companies in both developed (including the U.S.) and emerging markets.

- Investments in fixed income securities may include debt securities of governments throughout the world (including the U.S.), their agencies and instrumentalities, debt securities of corporations and supranationals, inflation protected securities, convertible bonds, mortgaged-backed securities, asset-backed securities and collateralized debt securities. Investments in fixed income securities may include securities of issuers in both developed (including the U.S.) and emerging markets and may include fixed income securities rated below investment grade (sometimes referred to as "junk bonds").

- Invest up to 15% of its net assets in illiquid securities of entities such as limited partnerships and other pooled investment vehicles, including hedge funds.

- Make short sales of securities (borrow and sell securities not owned by the portfolio), either to realize appreciation when a security that the portfolio does not own declines in value or as a hedge against potential declines in the value of a portfolio security.

- Invest in publicly traded partnerships, including publicly traded partnerships that invest principally in commodities or commodity-linked derivatives.

- Purchase and sell commodities and enter into swap contracts and other commodity-linked derivative instruments including those linked to physical commodities.

The Founding Allocation Trust is monitored daily. To maintain target allocations in the Underlying Funds, daily cash flow for the Founding Allocation Trust will be directed to its Underlying Portfolios that most deviate from its target allocation. Quarterly, the subadviser may also rebalance the Founding Allocation Trust's Underlying

192

Portfolios to maintain target allocations.

MANAGEMENT OF THE FOUNDING ALLOCATION TRUST

Subject to the limitations described above, the Founding Allocation Trust may at any time invest any percentage of its assets in any of the different investments described above. The subadviser may from time to time adjust the percentage of assets invested in any specific investment held by the Founding Allocation Trust. Such adjustments may be made, for example, to increase or decrease the Founding Allocation Trust's holdings of particular asset classes, to adjust portfolio quality or the duration of fixed income securities or to increase or reduce the percent of the Founding Allocation Trust's assets subject to the management of a particular Underlying Portfolio subadviser. In addition, changes may be made to reflect fundamental changes in the investment environment.

The investment performance of the Founding Allocation Trust will reflect both its subadviser's allocation decisions with respect to its investments and the investment decisions made by the adviser or subadviser to an investment company or similar entity in which the Founding Allocation Trust invests.

PRINCIPAL RISKS OF INVESTING IN THE FOUNDING ALLOCATION TRUST

The principal risks of investing in the Founding Allocation Trust (which include the risks of any underlying investment company or similar entity in which the Founding Allocation Trust invests), which could adversely affect its NAV and performance, include:

- Active Management Risk

- Credit and Counterparty Risk

- Derivative Risk

- Equity Securities Risk

- Fixed Income Securities Risk (including lower rated fixed income securities risk)

- Foreign Securities Risk (including Emerging Markets Risk)

- Investment Company Securities Risk

- Issuer Risk

- Liquidity Risk

- Non-Diversified Funds Risk

PAST PERFORMANCE

Performance is not provided since the portfolio commenced operations in May 2007.

193

THE LIFESTYLE TRUSTS

SUBADVISERS: MFC Global Investment Management (U.S.A.) Limited ("MFC Global


(U.S.A.)")

- Deutsche Investment Management Americas, Inc. provides subadvisory consulting services to MFC Global (U.S.A.) in its management of the Lifestyle Trusts.

There are five Lifestyle Trusts -- Aggressive, Growth, Balanced, Moderate and Conservative. The Lifestyle Trusts differ from the portfolios previously described in that each Lifestyle Trust invests in a number of the other Funds of JHT which invest primarily in either equity securities or fixed income securities, as applicable ("Underlying Funds"). Each Lifestyle Trust has a target percentage allocation between the two types of Underlying Funds (fixed income and equity).

FUND                          INVESTMENT OBJECTIVE                  INVESTMENT STRATEGIES
----                     ------------------------------   -----------------------------------------
LIFESTYLE AGGRESSIVE     Long-term growth of capital.     The Fund invests 100% of its assets in
                         Current income is not a          Underlying Funds which invest primarily
                         consideration.                   in equity securities.

LIFESTYLE GROWTH         Long-term growth of capital.     The Fund invests approximately 20% of its
                         Current income is also a         assets in Underlying Funds which invest
                         consideration.                   primarily in fixed income securities and
                                                          approximately 80% in Underlying Funds
                                                          which invest primarily in equity
                                                          securities.

LIFESTYLE BALANCED       A balance between a high level   The Fund invests approximately 40% of its
                         of current income and growth     assets in Underlying Funds which invest
                         of capital, with a greater       primarily in fixed income securities and
                         emphasis on growth of capital.   approximately 60% in Underlying Funds
                                                          which invest primarily in equity
                                                          securities.

LIFESTYLE MODERATE       A balance between a high level   The Fund invests approximately 60% of its
                         of current income and growth     assets in Underlying Funds which invest
                         of capital, with a greater       primarily in fixed income securities and
                         emphasis on income.              approximately 40% in Underlying Funds
                                                          which invest primarily in equity
                                                          securities.

LIFESTYLE CONSERVATIVE   A high level of current income   The Fund invests approximately 80%of its
                         with some consideration given    assets in Underlying Funds which invest
                         to growth of capital.            primarily in fixed income securities and
                                                          approximately 20% in Underlying Funds
                                                          which invest primarily in equity
                                                          securities.

ADDITIONAL INFORMATION ON INVESTMENT STRATEGIES

The Lifestyle Trusts seek to provide a variety of comprehensive investment programs designed for differing investment orientations. Each program is implemented by means of selected long-term investment allocations among the Underlying Funds.

The Funds eligible for purchase by the Lifestyle Trusts consist of all of the non-Lifestyle Trusts except the Index Allocation Trust, Absolute Return Trust, American Growth Trust, American International Trust, American Blue Chip Income and Growth Trust, American Growth-Income Trust, American Global Growth Trust, American High-Income Trust, American New World Trust, American Global Small Cap Trust and American Asset Allocation Trust. The Underlying Funds are grouped according to whether they invest primarily in fixed income securities or equity securities.

The Lifestyle Trusts may invest in various Underlying Funds that as a group hold a wide range of equity type securities in their portfolios. These include small-, mid- and large-capitalization stocks, domestic and foreign securities (including emerging market securities) and sector holdings such as utilities and science and technology stocks. Each of the Underlying Funds has its own investment strategy which, for example, may focus on growth

194

stocks or value stocks or may employ a strategy combining growth and income stocks and/or may invest in derivatives such as options on securities and futures contracts. Certain of the Underlying Fund in which the Lifestyle Trusts invest focus their investment strategy on fixed-income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term. The fixed-income Underlying Funds collectively hold various types of debt instruments such as corporate bonds and mortgage backed, government issued, domestic and international securities.

Because substantially all of the securities in which the Lifestyle Trusts may invest are Underlying Funds, each of the Lifestyle Trusts is non-diversified for purposes of the 1940 Act.

Variations in the target percentage allocations between the two types of Underlying Funds (fixed income and equity) are permitted up to 10% in either direction. For example, based on its investment allocation of approximately 80% of assets in fixed income securities and 20% of assets in equity securities, the Lifestyle Conservative Trust may have a fixed income/ equity allocation of 90%/10% or 70%/30%. Variations beyond the permissible deviation range of 10% are not permitted. However, in light of market or economic conditions, MFC Global (U.S.A.) may determine that the normal percentage limitations should be exceeded to protect the portfolio or to achieve the portfolio's objective.

Each Lifestyle Trust purchases only NAV shares of the Underlying Funds. (NAV shares are not subject to any Rule 12b-1 fees).

REBALANCING

Each Lifestyle Trust is monitored daily. To maintain target allocations in the Underlying Funds, daily cash flow for each Lifestyle Trust will be directed to its Underlying Fund that most deviates from target. Quarterly, the subadviser may also rebalance each Lifestyle Trust's Underlying Funds to maintain target allocations. The subadviser may from time to time adjust the percent of assets invested in any specific Underlying Fund held by a Lifestyle Trust. Such adjustments may be made to increase or decrease the Lifestyle Trust's holdings of particular asset classes, such as common stocks of foreign issuers, or to adjust portfolio quality or the duration of fixed income securities. Adjustments may also be made to increase or reduce the percent of the Lifestyle Trust's assets subject to the management of a particular Underlying Fund subadviser. In addition, changes may be made to reflect fundamental changes in the investment environment.

The investment performance of each Lifestyle Trust will reflect both its subadviser's allocation decisions with respect to Underlying Funds and the investment decisions made by the Underlying Funds' subadvisers. Each Lifestyle Trust bears its own expenses and, in addition, indirectly bears its proportionate share of the expenses of the Underlying Funds in which it invests.

USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS

The Lifestyle Trusts are not authorized to use any of the various investment strategies referred to under "Hedging and Other Strategic Transactions." The Lifestyle Trusts are not authorized to purchase warrants or indexed/structured securities or enter into mortgage dollar rolls.

PRINCIPAL RISKS OF INVESTING IN THE LIFESTYLE TRUSTS

The Lifestyle Trusts are ranked in order of risk. The Lifestyle Aggressive portfolio is the riskiest of the Lifestyle Trusts since it invests 100% of its assets in Underlying Funds which invest primarily in equity securities. The Lifestyle Conservative portfolio is the least risky of the Lifestyle Trusts since it invests approximately 80% of its assets in Underlying Funds which invest primarily in fixed income securities. Each Lifestyle Trust is subject to the same risks as the Underlying Funds in which it invests. The principal risks of investing in each of the Lifestyle Trusts are:

- To the extent a Lifestyle Trust invests in Underlying Funds that invest primarily in equity securities, the portfolio will be subject to the risks of investing in equity securities.

- To the extent a Lifestyle Trust invests in Underlying Funds that invest primarily in fixed income securities, the portfolio will be subject to the risks of investing in fixed income securities. Some of the fixed income portfolios may invest in non-investment grade securities.

195

- To the extent a Lifestyle Trust invests in Underlying Funds that invest in foreign securities, the portfolio will be subject to the risks of investing in foreign securities.

The risks of investing in these securities are set forth below under "Additional Information About the Funds' Risks and Investment Policies."

- Each of the Lifestyle Trusts is a non-diversified portfolio so that it may invest substantially all of its assets in other portfolios of JHT. Since a non-diversified portfolio may invest a high percentage of its assets in the securities of a small number of companies, a non-diversified portfolio may be affected more than a diversified portfolio by a change in the financial condition of any of these companies or by the financial markets' assessment of any of these companies. In the case of the Lifestyle Trusts, this risk is greatly reduced since each Lifestyle Trust invests its assets in other portfolios of JHT which have diverse holdings. See "Additional Information About the Funds' Risks and Investment Policies" for a complete definition of a non-diversified portfolio.

PAST PERFORMANCE (A, B, C, D, E, F, G, H, I)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 18.07% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

 4.8%  14.6%  -5.1%  -13.8%  -20.7%  34.9%  16.1%  10.6%    %
1998   1999   2000    2001    2002   2003   2004   2005   2006

                              ONE     FIVE    LIFE OF    DATE FIRST
                              YEAR   YEARS   PORTFOLIO    AVAILABLE
                             -----   -----   ---------   ----------
Lifestyle Aggressive Trust
   Series I                  10.64%  3.43%               01/07/1997
   Series II(H)              10.47%  3.40%               01/28/2002
   Series NAV(G)             10.80%  3.44%               04/29/2005
S&P 500 Index(A, B)           4.91%  0.54%

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 14.90% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

 6.1%  16.5%  -3.2%  -9.2%  -15.8%  29.5%  14.6%  8.7%       %
1998   1999   2000   2001    2002   2003   2004   2005   2006

                          ONE    FIVE    LIFE OF    DATE FIRST
                         YEAR   YEARS   PORTFOLIO    AVAILABLE
                         ----   -----   ---------   ----------
Lifestyle Growth Trust
   Series I              8.66%  4.28%               01/07/1997
   Series II(H)          8.51%  4.22%               01/28/2002
   Series NAV(G)         8.68%  4.28%               04/29/2005
S&P 500 Index(A)         4.91%  0.54%
Combined Index(A, C)     4.47%  1.82%

196

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 11.62% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/1998).

(PERFORMANCE GRAPH)

 5.7%  12.4%   2.3%  -4.9%  -10.0%  24.0%  13.5%   6.9%      %
1998   1999   2000   2001    2002   2003   2004   2005   2006

                            ONE    FIVE    LIFE OF    DATE FIRST
                           YEAR   YEARS   PORTFOLIO    AVAILABLE
                           ----   -----   ---------   -----------
Lifestyle Balanced Trust
   Series I                6.88%  5.20%               01/07/1997
   Series II(H)            6.80%  5.16%               01/28/2002
   Series NAV(G)           6.82%  5.19%               04/29/2005
Combined Index(A, D)       4.00%  2.99%
S&P 500 Index(A)           4.91%  0.54%

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 8.71% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

 9.8%   7.8%   3.9%  -1.1%  -4.1%  17.8%  11.0%   4.2%      %
1998   1999   2000   2001   2002   2003   2004   2005   2006

                              ONE    FIVE    LIFE OF    DATE FIRST
                             YEAR   YEARS   PORTFOLIO    AVAILABLE
                             ----   -----   ---------   ----------
Lifestyle Moderate Trust
   Series I                  4.15%  5.27%               01/07/1997
   Series II(H)              4.00%  5.24%               01/28/2002
   Series NAV(G)             4.15%  5.27%               04/29/2005
Lehman Brothers
   Aggregate Bond Index(A)   2.43%  5.87%
Combined Index(A, E)         3.51%  4.06%

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 5.64% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 6/2004).

(PERFORMANCE GRAPH)

10.2%   4.2%   7.5%   3.3%   1.8%  11.5%   8.6%   2.9%      %
1998   1999   2000   2001   2002   2003   2004   2005   2006

                                ONE    FIVE    LIFE OF    DATE FIRST
                               YEAR   YEARS   PORTFOLIO    AVAILABLE
                               ----   -----   ---------   ----------
Lifestyle Conservative Trust
   Series I                    2.88%  5.54%               01/07/1997
   Series II(H)                2.81%  5.50%               01/28/2002
   Series NAV(G)               3.04%  5.57%               04/29/2005
Lehman Brothers
   Aggregate Bond Index(A)     2.43%  5.87%
Combined Index(A, F)           2.98%  5.02%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

197

(B) The S&P 500 Index was added to more accurately reflect the investment objective of the Lifestyle Aggressive Trust.

(C) The Combined Index was added to more accurately reflect the investment objective of the Lifestyle Growth Trust. The Combined Index consists of 80% of the S&P 500 Index and 20% of the Lehman Brothers Aggregate Bond Index.

(D) The Combined Index was added to more accurately reflect the investment objective of the Lifestyle Balanced Trust. The Combined Index consists of 60% of the S&P 500 Index and 40% of the Lehman Brothers Aggregate Bond Index.

(E) The Combined Index was added to more accurately reflect the investment objective of the Lifestyle Moderate Trust. The Combined Index consists of 40% of the S&P 500 Index and 60% of the Lehman Brothers Aggregate Bond Index.

(F) The Combined Index was added to more accurately reflect the investment objective of the Lifestyle Conservative Trust. The Combined Index consists of 20% of the S&P 500 Index and 80% of the Lehman Brothers Aggregate Bond Index.

(G) NAV shares were first offered April 29, 2005. For periods prior to April 29, 2005, performance shown is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

(H) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflects the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(I) During the time periods shown below, a portion of the Lifestyle Trust's expenses were reimbursed. If such expenses had not been reimbursed, returns would be lower.

198

INDEX FUNDS

There are nine Index Funds -- International Equity Index A, International Equity Index B, Small Cap Index, Mid Cap Index, Total Stock Market Index, Index 500, Index 500 B, Bond Index A and Bond Index B -- each with its own investment objective and policy. The Index Funds differ from the actively managed funds described in this prospectus. Actively managed funds seek to outperform their respective indices through research and analysis. Over time, their performance may differ significantly from their respective indices. Index Funds, however, seek to mirror the performance of their target indices, minimizing performance differences over time.

SMALL CAP INDEX TRUST
MID CAP INDEX TRUST
TOTAL STOCK MARKET INDEX TRUST
INDEX 500 TRUST
INDEX 500 TRUST B (NAV SHARES ONLY)

SUBADVISER: MFC Global Investment Management (U.S.A.) Limited ("MFC Global
(U.S.A.)")

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indices may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. Each Index Fund managed by MFC Global (U.S.A.) attempts to match the performance of a particular index by: (a) holding all, or a representative sample, of the securities that comprise that index and/or (b) by holding securities (which may or may not be included in the index) that the subadviser believes as a group will behave in a manner similar to the index. However, an index fund has operating expenses and transaction costs, while a market index does not. Therefore, an index fund, while it attempts to track its target index closely, typically will be unable to match the performance of the index exactly. The composition of an index changes from time to time. The subadviser will reflect those changes in the compositions of the Funds' portfolios as soon as practicable.

                                                                                         MARKET CAP OF INDEX AS OF
Portfolio           INVESTMENT OBJECTIVE               INVESTMENT STRATEGY*                 DECEMBER 31, 2006
---------         ------------------------   ----------------------------------------   -------------------------
Small Cap Index   To seek to approximate     Under normal market conditions, the        $ [__________] million to
                  the aggregate total        Fund invests at least 80% of its net       $ [__________] billion
                  return of as mall cap      assets (plus any borrowings for
                  U.S. domestic equity       investment purposes) in (a) the common
                  market index.              stocks that are included in the Russell
                                             2000 Index and (b) securities (which
                                             may or may not be included in the
                                             Russell 2000 Index) that MFC Global
                                             (U.S.A.) believes as a group will
                                             behave in a manner similar to the index.

Mid Cap Index     To seek to approximate     Under normal market conditions, the        $ [__________] million to
                  the aggregate total        Fund invests at least 80% of its net       $ [__________] billion
                  return of a mid cap U.S.   assets (plus any borrowings for
                  domestic equity market     investment purposes) in (a) the common
                  index.                     stocks that are included in the S&P 400
                                             Index and (b) securities (which may or
                                             may not be included in the S&P 400
                                             Index) that MFC Global (U.S.A.)
                                             believes as a group

199

                                             will behave in a manner similar to the
                                             index.

Total Stock       To seek to approximate     Under normal market conditions, the        Less than $[__________]
   Market Index   the aggregate total        Fund invests at least 80% of its net       million to $ [__________]
                  return of abroad U.S.      assets (plus any borrowings for            billion
                  domestic equity market     investment purposes) in (a) the common
                  index.                     stocks that are included in the Dow
                                             Jones Wilshire 5000 Index and (b)
                                             securities (which may or may not be
                                             included in the Dow Jones Wilshire 5000
                                             Index) that MFC Global (U.S.A.)
                                             believes as a group will behave in a
                                             manner similar to the index.

Index 500         To seek to approximate     Under normal market conditions, the        $ [__________] million to
                  the aggregate total        Fund invests at least 80% of its net       $ [__________] billion
                  return of abroad U.S.      assets (plus any borrowings for
                  domestic equity market     investment purposes) in (a) the common
                  index.                     stocks that are included in the S&P 500
                                             Index and (b) securities (which may or
                                             may not be included in the S&P 500
                                             Index) that MFC Global (U.S.A.)
                                             believes as a group will behave in a
                                             manner similar to the index.

Index 500 B       To seek to approximate     Under normal market conditions, the        $ [__________] million to
                  the aggregate total        Fund invests at least 80% of its net       $ [__________] billion
                  return of abroad U.S.      assets (plus any borrowings for
                  domestic equity market     investment purposes) in (a) the common
                  index.                     stocks that are included in the S&P 500
                                             Index and (b) securities (which may or
                                             may not be included in the S&P 500
                                             Index) that MFC Global (U.S.A.)
                                             believes as a group will behave in a
                                             manner similar to the index.

* "Standard & Poor's(R)," "S&P 500(R)," "Standard & Poor's 500(R)," and "Standard & Poor's 400(R)" are trademarks of The McGraw-Hill Companies, Inc. "Russell 1000(R)," "Russell 2000(R)," "Russell 2000(R) Growth," "Russell 3000(R)" and "Russell Midcap(R)" are trademarks of Frank Russell Company. "Dow Jones Wilshire 5000(R)" is a trademark of Wilshire Associates. None of the Index Trusts are sponsored, endorsed, managed, advised, sold or promoted by any of these companies, and none of these companies make any representation regarding the advisability of investing in JHT.

USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS

The Small Cap Index Trust and Total Stock Market Index Trust may invest in Futures Contacts. The Mid Cap Index Trust, Index 500 Trust and Index 500 Trust B may invest in futures contracts and Depositary Receipts. The Funds

200

may invest in derivatives (investments whose value is based on securities, indexes or currencies). A more complete description of these investment strategies appears under "Hedging and Other Strategic Transactions" below in this Prospectus and in the SAI.

PRINCIPAL RISKS OF INVESTING IN THESE FUNDS

The principal risks of investing in the Funds, which could adversely affect its NAV and performance, include:

- Credit and Counterparty Risk

- Derivatives Risk

- Index Management Risk

RISKS APPLICABLE TO THE SMALL CAP INDEX TRUST

An investment in the Small Cap Index Trust involves risks similar to the risks of investing directly in the equity securities included in the Russell 2000 Index which are primarily small and mid cap securities. The risks of investing in equity securities and the risks of investing in small and mid cap securities (small and medium companies) are set forth below under "Risks of Investing in Certain Types of Securities."

RISKS APPLICABLE TO THE MID CAP INDEX TRUST

An investment in the Mid Cap Index Trust involves risks similar to the risks of investing directly in the equity securities included in the S&P 400 Index. The risks of investing in equity securities and Mid Cap securities (medium size companies) are set forth below under "Risks of Investing in Certain Types of Securities."

RISKS APPLICABLE TO THE TOTAL STOCK MARKET INDEX TRUST

An investment in the Total Stock Market Index Trust involves risks similar to the risks of investing directly in the equity securities included in the Dow Jones Wilshire 5000 Index. The risks of investing in equity securities are set forth below under "Risks of Investing in Certain Types of Securities."

RISKS APPLICABLE TO THE 500 INDEX TRUST AND 500 INDEX TRUST B

An investment in the 500 Index Trust and 500 Index Trust B involves risks similar to the risks of investing directly in the equity securities included in the S&P 500 Index. The risks of investing in equity securities are set forth below under "Risks of Investing in Certain Types of Securities."

PAST PERFORMANCE (A, B, C, D)

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 22.77% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

 1.5%  -21.5%  45.8%  17.3%   3.9%
2001    2002   2003   2004   2005

                         ONE    FIVE    LIFE OF    DATE FIRST
                        YEAR   YEARS   PORTFOLIO    AVAILABLE
                        ----   -----   ---------   ----------
Small Cap Index Trust
   Series I             3.89%  7.21%               05/01/2000
   Series II(C)         3.70%  7.08%               01/28/2002
   Series NAV(B)        3.96%  7.22%               04/29/2005
Russell 2000 Index(A)   4.55%  8.22%

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 17.71% (for the quarter ended 12/2001) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

201

-1.7%  -15.2%  34.6%  15.8%  12.0%
2001    2002   2003   2004   2005

                           ONE     FIVE    LIFE OF    DATE FIRST
                           YEAR   YEARS   PORTFOLIO    AVAILABLE
                           ----   -----   ---------   ----------
Mid Cap Index Trust
   Series I               12.02%  7.80%               05/01/2000
   Series II(C)           11.79%  7.67%               01/28/2002
   Series NAV(B)          12.08%  7.81%               04/29/2005
S&P Midcap 400 Index(A)   12.55%  8.60%

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 16.26% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

-11.4%  -21.3%  30.5%  11.7%   5.7%
 2001    2002   2003   2004   2005

                                  ONE    FIVE    LIFE OF    DATE FIRST
                                 YEAR   YEARS   PORTFOLIO    AVAILABLE
                                 ----   -----   ---------   ----------
Total Stock Market Index Trust
   Series I                      5.69%  1.46%               05/01/2000
   Series II(C)                  5.41%  1.33%               01/28/2002
   Series NAV(B)                 5.78%  1.47%               04/29/2005
DJ Wilshire 5000 Index(A)        6.32%  2.14%

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 15.32% (for the quarter ended 6/2003) and the lowest return was [_____]% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

-12.4%  -22.5%  28.0%  10.3%   4.3%
 2001    2002   2003   2004   2005

                    ONE    FIVE    LIFE OF    DATE FIRST
                   YEAR   YEARS   PORTFOLIO    AVAILABLE
                   ----   -----   ---------   ----------
500 Index Trust
   Series I        4.29%  -0.01%              05/01/2000
   Series II(C)    4.12%  -0.16%              01/28/2002
S&P 500 Index(A)   4.91%   0.54%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the (06) [portfolio] since information for this index is only provided as of a month end.

(B) NAV shares were first offered April 29, 2005. Performance shown is that of Series I shares. Series I shares have higher expenses than NAV shares. Had the performance reflected NAV share expenses performance would be higher.

202

(C) Series II shares were first offered January 28, 2002. For periods prior to January 28, 2002, the performance shown reflect the performance of Series I shares. Series I shares have lower expenses than Series II shares. Had the performance for periods prior to January 28, 2002 reflected Series II expenses, performance would be lower.

(D) Since May 2000, certain expenses of each of the Index Trusts (except the 500 Index Trust) were reimbursed. If such expenses had not been reimbursed, returns would be lower.

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 21.27% (for the quarter ended 12/1998) and the lowest return was 17.33% (for the quarter ended 9/2002).

(PERFORMANCE GRAPH)

The principal risks of investing in the Fund, which could adversely affect its NAV and performance, include:

32.8%  28.4%  21.1%  -9.2%  -12.0%  -22.3%  28.4%  10.7%   4.7%
1997   1998   1999   2000    2001    2002   2003   2004   2005

PAST PERFORMANCE

                     ONE            FIVE               LIFE OF SINCE      DATE FIRST
                    YEAR           YEARS            PORTFOLIO INCEPTION    AVAILABLE
                    ----   ----------------------   -------------------   ----------
500 Index Trust B
Series NAV(A)       4.65%  0.35% Class NAV shares                         05/01/1996[__]
S&P 500 Index(B)    4.91%  0.54% [Index]

(A) The Series NAV shares of the 500 Index Trust B were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Equity Index Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Equity Index Fund, JHT's predecessor. These shares were first issued on May 1, 1996.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

203

INTERNATIONAL EQUITY INDEX TRUST A

(Series I and Series II Are Available for Sale)

(NAV Shares are Available for sale to the Lifestyle Trusts, the Index Allocation Trust and the Absolute Return Trust)

INTERNATIONAL EQUITY INDEX TRUST B

(NAV Shares Are Available for Sale)

SUBADVISER:            SSgA Funds Management, Inc.

INVESTMENT OBJECTIVE:  To seek to track the performance of abroad-based equity
                       index of foreign companies primarily in developed
                       countries and, to a lesser extent, in emerging market
                       countries.

INVESTMENT STRATEGY:   Under normal market conditions, the Fund invests at least
                       80% of its assets in securities listed in the Morgan
                       Stanley Capital International ("MSCI(R)") All
                       CountryWorld Excluding U.S. Index*. As of December 31,
                       2006, the market capitalization range of the Index was
                       $[_____] million to $[_____] billion.

* "MSCI(R)" is a trademark of Morgan Stanley & Co. Incorporated ("Morgan Stanley"). The International Equity Index Trusts are not sponsored, endorsed, managed, advised, sold or promoted by Morgan Stanley, and Morgan Stanley does not make any representation regarding the advisability of investing in JHT.

The investment objective and policies of the International Equity Index Trust A and the International Equity Index Trust B (collectively, the "International Equity Index Trusts") are identical and are set forth above. The International Equity Index Trusts differ from an actively managed fund. Actively managed fund seek to outperform their respective indices through research and analysis. Over time, their performance may differ significantly from their respective indices. Index funds, however, seek to mirror the performance of their target indices, minimizing performance differences over time.

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indices may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. The International Equity Index Trusts attempt to match the performance of the Morgan Stanley Capital International All Country World Excluding U.S. Index (the "MSCI ACW ex-US Index") by holding all, or a representative sample, of the securities that comprise the index. However, an index fund has operating expenses and transaction costs, while a market index does not. Therefore, the International Equity Index Trusts, while they attempt to track their target index closely, typically will be unable to match the performance of the index exactly.

The subadviser employs a passive management strategy by normally investing in all stocks included in the MSCI ACW ex-US Index. The subadviser normally invests in each stock in roughly the same proportion as represented by the index. The subadviser seeks to replicate as closely as possible the aggregate risk characteristics and country diversification of the index. The index composition changes from time to time. The subadviser will reflect those changes in the composition as soon as practicable.

The International Equity Index Trusts are normally fully invested. The subadviser invests in stock index futures to maintain market exposure and manage cash flow. Although the Funds may employ foreign currency hedging techniques, they normally maintain the currency exposure of the underlying equity investments.

The Funds may purchase other types of securities that are not primary investment vehicles, for example, American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), certain Exchange Traded Funds (ETFs), cash equivalents, and certain derivatives (investments whose value is based on indices or other securities). As an example of how derivatives may be used, the Funds may invest in stock index futures to manage cash flow.

PRINCIPAL RISKS OF INVESTING IN THESE FUNDS

204

The principal risks of investing in the Funds, which could adversely affect its NAV and performance, include:

- Credit and Counterparty Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk (including emerging markets risk)

- Index Management Risk

PAST PERFORMANCE (A, B, C)

INTERNATIONAL EQUITY INDEX TRUST A

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series I shares. During the period shown in the bar chart, the highest quarterly return was 11.68% (for the quarter ended 9/2005) and the lowest return was 0.13% (for the quarter ended 6/2005).

(PERFORMANCE GRAPH)

16.2%
2005

PAST PERFORMANCE

                                 ONE                LIFE OF SINCE      DATE FIRST
                                 YEAR            PORTFOLIO INCEPTION    AVAILABLE
                       -----------------------   -------------------   ----------
International Equity
Index Trust A
   Series I(C)         16.20%                                          05/03/2004
   Series II(C)        15.94%                                          05/03/2004
MSCI AC World
   USA Index(A)        17.11% Class NAV shares        [_____]%         [________]
Combined Index(A, B)   17.78% [Index]                 [_____]%

(A) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(B) The Combined Index represents the following indices over the periods indicated: MSCI EAFE Index (from January, 1994 through April, 1998); MSCI EAFE GDP index (from May, 1998 through June, 1999); 90% MSCI EAFE GDP Index/10% MSCI Emerging Markets Free Index (from July, 1999 through October, 2003); MSCI ACW Free ex US (after November, 2003).

(C) The Series I and Series II shares of the International Equity Index Trust A were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of Series I and Series II of the International Equity Index Fund of John Hancock Variable Series Trust I (the "JHVST Fund") in exchange for Series I and Series II shares of the International Equity Index Trust A pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the performance of the Series I or Series II shares of the JHVST Fund, JHT's predecessor. The performance of the Series I and Series II shares of the JHVST Fund includes the actual performance of those shares from the date they commenced operations, May 3, 2004, and for prior periods reflects the actual performance of the NAV shares of the JHVST Fund. The NAV shares of the JHVST Fund commenced operations on May 2, 1988. The performance of the NAV shares would have been lower if it reflected the higher expenses of the Series I and Series II shares.

205

PAST PERFORMANCE B (A, B, C)

INTERNATIONAL EQUITY INDEX TRUST B

(PERFORMANCE GRAPH)

-5.0%  20.8%  30.9%  -17.4%  -20.3%  -15.2%  42.0%  20.2%  16.6%      %
1997   1998   1999    2000    2001    2002   2003   2004   2005   2006

                                                                        DATE FIRST
                       ONE YEAR   FIVE YEARS          TEN YEARS          AVAILABLE
                       --------   ----------   ----------------------   ----------
International Equity
Index Trust B
   Series NAV(A)        16.56%       6.12%     6.18%                    05/02/1988
Combined Index(B, C)    17.78%       6.84%     7.32% Class NAV shares
MSCI AC World ex
   USA Index(B)         17.11%       1.32%     3.74% [Index]

(A) The Series NAV shares of the International Equity Index Trust B were first issued on March 25, 2004 in connection with JHT's acquisition on that date of all the assets of the NAV shares of the International Equity Index Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the NAV shares of the JHVST International Equity Index Fund, JHT's predecessor. These shares were first issued on May 2, 1988.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(C) The Combined Index represents the following indices over the periods indicated: MSCI EAFE Index (from January, 1994 through April, 1998); MSCI EAFE GDP index (from May, 1998 through June, 1999); 90% MSCI EAFE GDP Index/10% MSCI Emerging Markets Free Index (from July, 1999 through October, 2003); MSCI ACW Free ex US (after November, 2003).

206

BOND INDEX TRUST A

(Series I, Series II and NAV shares)

BOND INDEX TRUST B

(NAV Shares Only)

SUBADVISER:            Declaration Management & Research LLC

INVESTMENT OBJECTIVE:  To seek to track the performance of the Lehman Brothers
                       Aggregate Bond Index (which represents the U.S.
                       investment grade bond market).

INVESTMENT STRATEGY:   Under normal market conditions, the Funds will invest at
                       least 80% of their net assets (plus any borrowing for
                       investment purposes) in securities listed in the Lehman
                       Brothers Aggregate Bond Index.

The Funds are index fund which differ from actively managed funds. Actively managed portfolios seek to outperform their respective indices through research and analysis. Over time, their performance may differ significantly from their respective indices. The Funds, however, seek to mirror the performance of their target indices, minimizing performance differences over time.

An index is an unmanaged group of securities whose overall performance is used as an investment benchmark. Indices may track broad investment markets, such as the global equity market, or more narrow investment markets, such as the U.S. small cap equity market. Each of the Funds attempts to match the performance of the Lehman Brothers Aggregate Bond Index by holding a representative sample of the securities that comprise the Lehman Index. However, an index fund has operating expenses and transaction costs, while a market index does not. Therefore, each Fund, while it attempts to track its target index closely, typically will be unable to match the performance of the index exactly.

The Funds are intermediate term bond funds of high and medium credit quality that seek to track the performance of the Lehman Index, which broadly represents the U.S. investment grade bond market.

The subadviser employs a passive management strategy using quantitative techniques to select individual securities that provide a representative sample of the securities in the Lehman Index.

The Lehman Index consists of dollar denominated, fixed rate, investment grade debt securities with maturities generally greater than one year and outstanding par values of at least $200 million, including:

- U.S. Treasury and agency securities;

- Asset-backed and mortgage-backed securities, including mortgage pass-through securities and commercial mortgage- backed securities ("CMBS") and collateralized mortgage offerings ("CMOs");

- Corporate bonds, both U.S. and foreign (if dollar denominated); and

- Foreign government and agency securities (if dollar denominated).

The subadviser selects securities to match, as closely as practicable, the Lehman Index's duration, cash flow, sector, credit quality, callability and other key performance characteristics.

The Lehman Index composition may change from time to time. The subadviser will reflect those changes as soon as practicable.

The Funds may purchase other types of securities that are not primary investment vehicles. These would include, for example, certain derivatives (investments whose value is based on indexes or other securities).

PRINCIPAL RISKS OF INVESTING IN THESE FUNDS

The principal risks of investing in the Funds, which could adversely affect its NAV and performance, include:

- Credit and Counterparty Risk

207

- Derivatives Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- Index Management Risk

- Mortgage-Backed and Asset-Backed Securities Risk

PAST PERFORMANCE

BOND INDEX TRUST A

Performance is not provided since the portfolio commenced operations in February 2006.

PAST PERFORMANCE (A, B, C, D)

BOND INDEX TRUST B

The bar chart reflects the performance of Series NAV shares. During the period shown in the bar chart, the highest quarterly return was 4.81% (for the quarter ended 9/2002) and the lowest return was 2.52% (for the quarter ended 6/2004).

(PERFORMANCE GRAPH)

-2.6%  11.8%   7.8%  10.0%   3.6%   4.0%   2.4%
1999   2000   2001   2002   2003   2004   2005

                             ONE             FIVE            DATE FIRST
                             YEAR            YEARS            AVAILABLE
                            -----   ----------------------   ----------
Bond Index Trust B
   Series NAV(A)            2.39%   5.51%                    04/30/1998
Combined Index(B, C)        2.43%   5.88% Class NAV shares   [________]
Lehman Brothers Aggregate
   Bond Index(B)            2.43%   5.87% [Index]

(A) The Series NAV shares of the Bond Index Trust B were first issued on April 29, 2005 in connection with JHT's acquisition on that date of all the assets of the Bond Index Fund of John Hancock Variable Series Trust I ("JHVST") in exchange for Series NAV shares pursuant to an agreement and plan of reorganization. Performance presented for periods prior to April 29, 2005 reflects the actual performance of the sole class of shares of the JHVST Bond Index Fund, JHT's predecessor. These shares were first issued on April 30, 1998.

(B) The return for the index under "Life of [Portfolio]" is calculated from the month end closest to the inception date of the [portfolio] since the information for this index is only provided as of a month end.

(C) The Combined Index represents the Lehman Brothers Government/Credit Bond Index from May 1998 to January 2001; and the Lehman Brothers Aggregate Bond Index from February 2001 and thereafter.

(D) Current subadvisers assignment became effective April 29, 2005.

208

AMERICAN FEEDER FUNDS

AMERICAN ASSET ALLOCATION TRUST
AMERICAN BLUE CHIP INCOME AND GROWTH TRUST
AMERICAN BOND TRUST
AMERICAN GLOBAL GROWTH TRUST
AMERICAN GLOBAL SMALL CAPITALIZATION TRUST
AMERICAN GROWTH TRUST
AMERICAN GROWTH-INCOME TRUST
AMERICAN HIGH-INCOME BOND TRUST
AMERICAN INTERNATIONAL TRUST
AMERICAN NEW WORLD TRUST

MASTER-FEEDER STRUCTURE

Each of the American Asset Allocation Trust, American Blue Chip Income and Growth Trust, American Bond Trust, American Global Growth Trust, American Global Small Capitalization Trust, American Growth Trust, American Growth-Income Trust, American High-Income Bond Trust, American International Trust and American New World Trust (the "Trust Feeder Funds") operates as a "feeder fund" which means that the Fund does not buy investment securities directly. Instead, each invests in a "master fund" which in turn purchases investment securities. Each Fund has the same investment objective and limitations as its master fund. Each master fund is a series of American Funds Insurance Series ("American Funds Master Funds"). Each Fund's master fund is listed below:

             TRUST FEEDER FUND                           AMERICAN FUND MASTER FUND
             -----------------                           -------------------------
American Asset Allocation Trust              Asset Allocation Fund (Class 1 shares)
American Blue Chip Income and Growth Trust   Blue Chip Income and Growth Fund (Class 2 shares)
American Bond Trust                          Bond Fund (Class 2 shares)
American Global Growth Trust                 Global Growth Fund (Class 1 shares)
American Global Small Capitalization Trust   Global Small Capitalization Fund (Class 1 shares)
American Growth Trust                        Growth Fund (Class 2 shares)
American Growth-Income Trust                 Growth-Income Fund (Class 2 shares)
American High-Income Bond Trust              High-Income Bond Fund (Class 1 shares)
American International Trust                 International Fund (Class 2 shares)
American New World Trust                     New World Fund (Class 1 shares)

THE PROSPECTUS FOR THE AMERICAN FUND MASTER FUNDS IS DELIVERED TOGETHER WITH THIS PROSPECTUS.

Series I shares of JHT Feeder Funds are only available for sale to separate accounts that are used to support variable life insurance policies issued by certain insurance companies affiliated with the Adviser.

INVESTMENT OBJECTIVES AND STRATEGIES

Each Trust Feeder Fund has a stated investment objective which is the same as the objective of the American Fund Master Fund in which it invests. Each American Fund Master Fund pursues this objective through separate investment strategies or policies. There can be no assurance that JHT Feeder Fund or the American Fund Master Fund will achieve its investment objective. The differences in objectives and policies among the American Fund Master Funds can be expected to affect the return of Trust Feeder Fund and the degree of market and financial risk to which each Trust Feeder Fund is subject. Additional information about JHT Feeder Funds' and American Fund Master Funds' investment policies is set forth below under "Additional Information about JHT Feeder Funds' Investments -- Additional Investment Policies." The investment objective of each Trust Feeder Fund is nonfundamental (i.e., the objective may be changed without the approval of shareholders).

More complete descriptions of certain other instruments in which JHT Feeder Funds may invest are set forth in the Statement of Additional Information.

Portfolio Turnover. Portfolio changes of the American Fund Master Funds will be made without regard to the length of time particular investments may have been held. Unless otherwise noted in the following descriptions, each American Fund Master Fund anticipates that its annual portfolio turnover rate will not exceed 100%. A high

209

portfolio turnover rate generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the American Fund Master Fund. The portfolio turnover rate of each American Fund Master Fund may vary from year to year, as well as within a year.

ADDITIONAL INFORMATION ABOUT EACH TRUST FEEDER FUND'S AND EACH AMERICAN FUND MASTER FUND'S INVESTMENTS

GENERAL INFORMATION

MASTER-FEEDER STRUCTURE

Each master fund may have other shareholders, each of whom will pay their proportionate share of the master fund's expenses. A large shareholder of a master fund could have more voting power than a Trust Feeder Fund on matters of a master fund submitted to shareholder vote. In addition, a large redemption by another shareholder of the master fund may increase the proportionate share of the costs of the master fund borne by the remaining shareholders of the master fund, including JHT Feeder Fund.

Each Trust Feeder Fund has the right to withdraw its entire investment from its corresponding master fund without shareholder approval if the Board determines that it is in the best interest of JHT Feeder Fund and its shareholders to do so. At the time of such withdrawal, the Board would have to consider what action should be taken which may include: (a) investing all of the assets of the portfolio in another master fund, (b) electing to have another adviser manage the assets directly (either as an adviser to the portfolio or as a subadviser to the portfolio with John Hancock Investment Management Services, LLC as the adviser) or (c) taking other appropriate action. A withdrawal by a Trust Feeder Fund of its investment in the corresponding Master Fund could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) to JHT Feeder Fund. Should such a distribution occur, JHT Feeder Fund could incur brokerage fees or other transaction costs in converting such securities to cash in order to pay redemptions. In addition, a distribution in kind to a Trust Feeder Fund could result in a less diversified portfolio of investments and could affect adversely the liquidity of JHT Feeder Fund.

Because each Trust Feeder Fund invests substantially all of its assets in a master fund, each Trust Feeder Fund will bear the fees and expenses of both JHT Feeder Fund and the master fund. Therefore, JHT Feeder Fund fees and expenses may be higher than those of a fund which invests directly in securities.

REPURCHASE AGREEMENTS

Each of the portfolios may enter into repurchase agreements. Information regarding repurchase agreements is set forth under "Additional Information about the Portfolios' Investments -- Repurchase Agreements."

ADDITIONAL INVESTMENT POLICIES

Additional investment policies of the master funds are set forth in the statement of additional information of the master fund which is available upon request.

ADVISORY ARRANGEMENTS

Because the portfolios are feeder funds, they do not have an investment adviser. See the master funds prospectus for a description of the master funds' advisory arrangements.

Capital Research and Management Company ("CRMC"), an experienced investment management organization founded in 1931, serves as investment adviser to each American Fund Master Fund and to other mutual funds, including those in The American Funds Group. CRMC, a wholly owned subsidiary of The Capital Group Companies, Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. CRMC manages the investment portfolio and business affairs of each American Fund Master Fund.

The total management fee paid by each master fund, as a percentage of average net assets, for the fiscal year ended December 31, 2006 is as follows:

Asset Allocation Fund              0.32%*
Blue Chip Income and Growth Fund   0.42%*
Bond Fund                          0.41%*

210

Global Growth Fund                 0.55%*
Global Small Capitalization Fund   0.72%*
Growth Fund                        0.32%*
Growth-Income Fund                 0.27%*
High-Income Bond Fund              0.48%*
International Fund                 0.50%*
New World Fund                     0.81%*

* CRMC is waiving a portion of its management fee. The fee shown does not reflect the waiver. Please see the financial highlights table in the American Funds prospectus or annual report for further information.

211

AMERICAN ASSET ALLOCATION TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to provide high total return
                        (including income and capital gains) consistent with
                        preservation of capital over the long term.

INVESTMENT STRATEGIES:  The American Asset Allocation Trust invests all of its
                        assets in the master fund, Class 1 shares of the Asset
                        Allocation Fund, a series of American Funds Insurance
                        Series. The Asset Allocation Fund invests in a
                        diversified portfolio of common stocks and other equity
                        securities, bonds and other intermediate and long-term
                        debt securities, and money market instruments. The fund
                        may invest up to 15% of its assets in equity securities
                        of issuers domiciled outside the U.S. and not included
                        in S&P's 500 Composite Index, and up to 5% of its assets
                        in debt securities of non-U.S. issuers. In addition, the
                        fund may invest up to 25% of its debt assets in lower
                        quality debt securities (rated Ba or below by Moody's
                        and BB or below by S&P or unrated but determined to be
                        of equivalent quality). Such securities are sometimes
                        referred to as "junk bonds."

                        The fund is designed for investors seeking above-average
                        total return.

In seeking to pursue its investment objective, the Asset Allocation Fund will vary its mix of equity securities, debt securities and money market instruments. Under normal market conditions, the fund's investment adviser expects (but is not required) to maintain an investment mix falling within the following ranges:
40% - 80% in equity securities, 20% - 50% in debt securities and 0% - 40% in money market instruments. The proportion of equities, debt and money market securities held by the fund will vary with market conditions and the investment adviser's assessment of their relative attractiveness as investment opportunities.

Temporary Defensive Investing

The Asset Allocation Fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including Emerging Market Risk)

- Growth Investing Risk

- Issuer Risk

- Lower Rated Fixed Income Securities Risk

- Small and Medium Size Company Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the Asset Allocation Fund are also set forth in the prospectus for the American Fund Master Fund.

212

PAST PERFORMANCE

Performance information is not provided since the portfolio commenced operation in May, 2007.

213

AMERICAN BLUE CHIP INCOME AND GROWTH TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to produce income exceeding the average yield on
                        U.S. stocks generally (as represented by the average
                        yield on the Standard & Poor's 500 Composite Index) and
                        to provide an opportunity for growth of principal
                        consistent with sound common stock investing.

INVESTMENT STRATEGIES:  The American Blue Chip Income and Growth Trust invests
                        all of its assets in the master fund, Class 2 shares of
                        the Blue Chip Income and Growth Fund, a series of
                        American Funds Insurance Series. The Blue Chip Income
                        and Growth Fund invests primarily in common stocks of
                        larger, more established companies based in the U.S.
                        with market capitalizations of $4 billion and above. The
                        fund may also invest up to 10% of its assets in common
                        stocks of larger, non-U.S. companies, so long as they
                        are listed or traded in the U.S. The fund will invest,
                        under normal market conditions, at least 90% of its
                        assets in equity securities.

Temporary Defensive Investing

The Blue Chip Income and Growth Fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of a fund's objective in a period of rising market prices; conversely, it would reduce a fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions. The risks of investing in the Blue Chip Income and Growth Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE(A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series II shares. During the time period shown in the bar chart, the highest quarterly return was _____% (for the quarter ended __________) and the lowest return was _____% (for the quarter ended __________).

214

                               One    Life of    Date First
                              Year   Portfolio    Available
                              ----   ---------   ----------
American Blue Chip Income
   and Growth Trust
   Series II                    %        %       05/05/2003
   Series I(A)                  %        %       07/09/2003
Russell 1000 Value Index(B)     %        %
S&P 500 Index(B)                %        %

(A) Series I shares were first offered July 9, 2003. For periods prior to July 9, 2003, the performance shown reflects the performance of Series II shares. Series II shares have higher expenses than Series I shares. Had the performance for periods prior to July 9, 2003 reflected Series I expenses, performance would be higher.

(B) The return for the index under "Life of [Portfolio]" is calculated for the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

215

AMERICAN BOND TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to maximize current income and preserve capital.

INVESTMENT STRATEGIES:  The American Bond Trust invests all of its assets in the
                        master fund, Class 2 shares of the Bond Fund, a series
                        of American Funds Insurance Series. The Bond Fund
                        normally invests at least 80% of its assets in bonds.
                        (This policy is subject to change only upon 60 days'
                        notice to shareholders.) The Bond Fund will invest at
                        least 65% of its assets in investment-grade debt
                        securities (including cash and cash equivalents) and may
                        invest up to 35% of its assets in bonds that are rated
                        Ba or below by Moody's and BB or below by S&P or that
                        are unrated but determined to be of equivalent quality
                        (so called "junk bonds"). It may invest in bonds of
                        issuers domiciled outside the United States.

Temporary Defensive Investing

The Bond Fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could negatively affect the fund's investment results in a period of rising market prices; conversely, it would reduce a fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including Emerging Market Risk)

- Issuer Risk

- Lower Rated Fixed Income Securities Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the Bond Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE (A)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series II shares. During the time period shown in the bar chart, the highest quarterly return was _____% (for the quarter ended __________) and the lowest return was _____% (for the quarter ended __________).

                       ONE    LIFE OF
                      YEAR   PORTFOLIO
                      ----   ---------
American Bond Trust
   Series II
   Series I
__________ Index(A)

216

(A) The return for the index under "Life of [Portfolio]" is calculated for the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

217

AMERICAN GLOBAL GROWTH TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to make the shareholders' investment grow over
                        time.

INVESTMENT STRATEGIES:  The American Global Growth Trust invests all of its
                        assets in the master fund, Class 1 shares of the Global
                        Growth Fund, a series of American Funds Insurance
                        Series. The Global Growth Fund invests primarily in
                        common stocks of companies located around the world. The
                        fund is designed for investors seeking capital
                        appreciation through stocks. Investors in the Global
                        Growth Trust should have a long-term perspective and be
                        able to tolerate potentially wide price fluctuations.

Temporary Defensive Investing

The Global Growth Fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk (including Emerging Market Risk)

- Growth Investing Risk

- Issuer Risk

- Small and Medium Size Company Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the Global Growth Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE

Performance information is not provided since the portfolio commenced operation in May, 2007.

218

AMERICAN GLOBAL SMALL CAPITALIZATION TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to make the shareholders' investment grow over
                        time.

INVESTMENT STRATEGIES:  The American Global Small Capitalization Trust invests
                        all of its assets in the master fund, Class 1 shares of
                        the Global Small Capitalization Fund, a series of
                        American Funds Insurance Series. The Global Small
                        Capitalization Fund invests primarily in stocks of
                        smaller companies located around the world. Normally,
                        the fund invests at least 80% of its assets in equity
                        securities of companies with small market
                        capitalizations, measured at the time of purchase.
                        However, the fund's holdings of small capitalization
                        stocks may fall below the 80% threshold due to
                        subsequent market action. CRMC currently defines "small
                        market capitalization" companies to be companies with
                        market capitalizations of $3.5 billion or less. CRMC has
                        periodically reevaluated and adjusted this definition
                        and may continue to do so in the future. The fund is
                        designed for investors seeking capital appreciation
                        through stocks. Investors in the Global Small
                        Capitalization Trust should have a long-term perspective
                        and be able to tolerate potentially wide price
                        fluctuations.

Temporary Defensive Investing

The Global Small Capitalization Fund may also hold cash or money market instruments. The size of the funds' cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk (including Emerging Market Risk)

- Growth Investing Risk

- Issuer Risk

- Small and Medium Size Company Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the Global Small Capitalization Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE

Performance information is not provided since the portfolio commenced operation in May, 2007.

219

AMERICAN GROWTH TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to make the shareholders' investment grow.

INVESTMENT STRATEGIES:  The American Growth Trust invests all of its assets in
                        the master fund, Class 2 shares of the Growth Fund, a
                        series of American Funds Insurance Series. The Growth
                        Fund invests primarily in common stocks of companies
                        that appear to offer superior opportunities for growth
                        of capital. The Growth Fund may also invest up to 15% of
                        its assets in equity securities of issuers domiciled
                        outside the U.S. and Canada and not included in the S&P
                        500 Composite Index.

Temporary Defensive Investing

The Growth Fund may also hold cash or money market instruments. The size of the funds' cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

The Growth Fund may invest in the securities of companies which the subadviser believes are poised for growth. In certain economic, political or market conditions, the price of such securities may fall to a greater extent than a decline in the overall equity markets (e.g., as represented by the Standard and Poor's Composite 500 Index) or such securities may underperform value securities.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Growth Investing Risk

- Issuer Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the Growth Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series II shares. During the time period shown in the bar chart, the highest quarterly return was _____% (for the quarter ended __________) and the lowest return was _____% (for the quarter ended __________).

220

                                ONE    LIFE OF    DATE FIRST
                               YEAR   PORTFOLIO    AVAILABLE
                               ----   ---------   ----------
American Growth Trust
   Series II                     %        %       05/05/2003
   Series I(A)                   %        %       07/09/2003
Russell 1000 Growth Index(B)     %        %
S&P 500 Index                    %        %

(A) Series I shares were first offered July 9, 2003. For periods prior to July 9, 2003, the performance shown reflects the performance of Series II shares. Series II shares have higher expenses than Series I shares. Had the performance for periods prior to July 9, 2003 reflected Series I expenses, performance would be higher.

(B) The return for the index under "Life of [Portfolio]" is calculated for the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

221

AMERICAN GROWTH-INCOME TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to make the shareholders' investments grow and
                        to provide the shareholder with income over time.

INVESTMENT STRATEGIES:  The American Growth-Income Trust invests all of its
                        assets in the master fund, Class 2 shares of the
                        Growth-Income Fund, a series of American Funds Insurance
                        Series. The Growth-Income Fund invests primarily in
                        common stocks or other securities which demonstrate the
                        potential for appreciation and/or dividends. The fund
                        may invest a portion of its assets in securities of
                        issuers domiciled outside the U.S. and not included in
                        the Standard & Poor's 500 Composite Index.

Temporary Defensive Investing

The Growth-Income Fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the Growth-Income Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series II shares. During the time period shown in the bar chart, the highest quarterly return was _____% (for the quarter ended 12/03) and the lowest return was _____% (for the quarter ended 9/04).

                                 ONE     LIFE OF    DATE FIRST
                                YEAR    PORTFOLIO    AVAILABLE
                               ------   ---------   ----------
American Growth-Income Trust
   Series II                   _____%     _____%    05/05/2003
   Series I(A)                 _____%     _____%    07/09/2003

Russell 1000 Value Index(B)    _____%     _____%
S&P 500 Index(B)               _____%     _____%

222

(A) Series I shares were first offered July 9, 2003. For periods prior to July 9, 2003, the performance shown reflects the performance of Series II shares. Series II shares have higher expenses than Series I shares. Had the performance for periods prior to July 9, 2003 reflected Series I expenses, performance would be higher.

(B) The return for the index under "Life of [Portfolio]" is calculated for the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

223

AMERICAN HIGH-INCOME BOND TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to provide a high level of current income and,
                        secondarily, capital appreciation.

INVESTMENT STRATEGIES:  The American High-Income Bond Trust invests all of its
                        assets in the master fund, Class 1 shares of the
                        High-Income Bond Fund, a series of American Funds
                        Insurance Series. The High-Income Bond Fund invests at
                        least 65% of its assets in higher yielding and generally
                        lower quality debt securities (rated Ba or below by
                        Moody's or BB or below by S&P or unrated but determined
                        to be of equivalent quality). Such securities are
                        sometimes referred to as "junk bonds." The fund may also
                        invest up to 25% of its assets in securities of non-U.S.
                        issuers. Normally, the fund invests at least 80% of its
                        assets in bonds. The fund may also invest up to 20% of
                        its assets in equity securities that provide an
                        opportunity for capital appreciation.

                        The fund is designed for investors seeking a high level
                        of current income and who are able to tolerate greater
                        credit risk and price fluctuations than funds investing
                        in higher quality bonds.

Temporary Defensive Investing

The High-Income Fund may also hold cash or money market instruments. The size of the funds' cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of a fund's objective in a period of rising market prices; conversely, it would reduce a fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk

- Issuer Risk

- Lower Rates Fixed Income Securities Risk

- Small and Medium Size Company Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the High-Income Bond Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE

Performance information is not provided since the portfolio commenced operation in May, 2007.

224

AMERICAN INTERNATIONAL TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to make the shareholders' investment grow.

INVESTMENT STRATEGIES:  The American International Trust invests all of its
                        assets in the master fund, Class 2 shares of the
                        International Fund, a series of American Funds Insurance
                        Series. The International Fund invests primarily in
                        common stocks of companies located outside the United
                        States.

Temporary Defensive Investing

The International Fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Foreign Securities Risk

- Issuer Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the International Fund are also set forth in the prospectus for the American Fund Master Fund.

In addition, market timers may target portfolios with significant investments in foreign securities traded on markets that close before the portfolio determines its net asset value. The portfolio may invest significant amounts in such securities. While JHT will seek to identify and prevent such trading no assurance can be given that JHT will be successful in doing so.

PAST PERFORMANCE (A, B)

The performance information below does not reflect fees and expenses of any variable insurance contract which may use JHT as its underlying investment medium. If such fees and expenses had been reflected, performance would be lower. The past performance of any fund is not necessarily an indication of how a fund will perform in the future.

The bar chart reflects the performance of Series II shares. During the time period shown in the bar chart, the highest quarterly return was _____% (for the quarter ended __________) and the lowest return was _____% (for the quarter ended __________).

                                ONE     LIFE OF    DATE FIRST
                                YEAR   PORTFOLIO    AVAILABLE
                               -----   ---------   ----------
American International Trust
   Series II                   _____%    _____%    05/05/2003
   Series I(A)                 _____%    _____%    07/09/2003
MSCI EAFE Index(B)             _____%    _____%

225

(A) Series I shares were first offered July 9, 2003. For periods prior to July 9, 2003, the performance shown reflects the performance of Series II shares. Series II shares have higher expenses than Series I shares. Had the performance for periods prior to July 9, 2003 reflected Series I expenses, performance would be higher.

(B) The return for the index under "Life of [Portfolio]" is calculated for the month end closest to the inception date of the [portfolio] since information for this index is only provided as of a month end.

226

AMERICAN NEW WORLD TRUST

ADVISER TO MASTER FUND: Capital Research and Management Company ("CRMC")

INVESTMENT OBJECTIVE:   To seek to make the shareholders' investment grow over
                        time.

INVESTMENT STRATEGIES:  The New World Trust invests all of its assets in the
                        master fund, Class 1 shares of the New World Fund, a
                        series of American Funds Insurance Series. The New World
                        Fund invests primarily in stocks of companies with
                        significant exposure to countries with developing
                        economies and/or markets. The fund may also invest in
                        debt securities of issuers, including issuers of lower
                        rated bonds, with exposure to these countries. The fund
                        is designed for investors seeking capital appreciation.
                        Investors in the New World Trust should have a long-term
                        perspective and be able to tolerate potentially wide
                        price fluctuations.

The fund may invest in equity securities of any company, regardless of where it is based, if the fund's investment adviser determines that a significant portion of the company's assets or revenues (generally 20% or more) is attributable to developing countries. Under normal market conditions, the fund will invest at least 35% of its assets in equity and debt securities of issuers primarily based in qualified countries that have developing economies and/or markets. In addition, the fund may invest up to 25% of its assets in nonconvertible debt securities of issuers, including issuers of lower rated bonds and government bonds, primarily based in what the subadviser deems qualified countries or that have a significant portion of their assets or revenues attributable to developing countries. The fund may also, to a limited extent, invest in securities of issuers based in nonqualified developing countries.

In determining whether a country is qualified, the fund will consider such factors as the country's per capita gross domestic product; the percentage of the country's economy that is industrialized; market capital as a percentage of gross domestic product; the overall regulatory environment; the presence of government regulation limiting or banning foreign ownership; and restrictions on repatriation of initial capital, dividends, interest and/or capital gains. The fund's investment adviser will maintain a list of qualified countries and securities in which the fund may invest. Qualified developing countries in which the fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Croatia, Czech Republic, Dominican Republic, Egypt, Hungary, India, Israel, Jordan, Lebanon, Malaysia, Mexico, Morocco, Panama, Peru, the Philippines, Poland, Russian Federation, South Africa, Thailand, Turkey and Venezuela.

Temporary Defensive Investing

The New World Fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general downturn and provide liquidity to make additional investments or to meet redemptions.

PRINCIPAL RISKS OF INVESTING IN THIS PORTFOLIO

The principal risks of investing in the portfolio, which could adversely affect its net asset value and performance, include:

- Active Management Risk

- Derivatives Risk

- Equity Securities Risk

- Fixed Income Securities Risk

- Foreign Securities Risk (including Emerging Market Risk)

- Growth Investing Risk

- Issuer Risk

- Lower Rates Fixed Income Securities Risk

227

- Small and Medium Size Company Risk

These and other risks are described under "Risks of Investing in Certain Types of Securities" following the fund descriptions. The risks of investing in derivatives are described in the Prospectus under "Hedging and Other Strategic Transactions." The risks of investing in the New World Fund are also set forth in the prospectus for the American Fund Master Fund.

PAST PERFORMANCE

Performance information is not provided since the portfolio commenced operation in May, 2007.

228

ADDITIONAL INFORMATION ABOUT
THE FUNDS' RISKS AND INVESTMENT POLICIES

RISKS OF INVESTING IN CERTAIN TYPES OF SECURITIES

The risks of investing in certain types of securities are described below. The value of an individual security or a particular type of security can be more volatile than the market as a whole and can perform differently than the value of the market as a whole.

ACTIVE MANAGEMENT RISK

The Funds that are not index funds are actively managed by their subadvisers. The performance of a Fund that is actively managed will reflect in part the ability of its portfolio manager(s) to make investment decisions that are suited to achieving a Fund's investment objective. If the subadvisers' investment strategies do not perform as expected, the Funds could underperform other mutual funds with similar investment objectives or lose money.

CREDIT AND COUNTERPARTY RISK

Credit and counterparty risk is the risk that the issuer or guarantor of a fixed income security, the counterparty to an over-the-counter derivatives contract, or a borrower of a Fund's securities will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.

DERIVATIVE RISK

See "Hedging and Other Strategic Transactions" below.

EQUITY SECURITIES RISK

Equity securities include common, preferred and convertible preferred stocks and securities the values of which are tied to the price of stocks, such as rights, warrants and convertible debt securities. Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a Fund investing in equities. The price of equity securities fluctuates based on changes in a company's financial condition and overall market and economic conditions. The value of equity securities purchased by a Fund could decline if the financial condition of the companies the Funds are invested in decline or if overall market and economic conditions deteriorate. Even Funds that invest in high quality or "blue chip" equity securities or securities of established companies with large market capitalizations (which generally have strong financial characteristics) can be negatively impacted by poor overall market and economic conditions. Companies with large market capitalizations may also have less growth potential than smaller companies and may be able to react less quickly to change in the marketplace.

Value Investing Risk. The Funds may purchase some equity securities (generally referred to as "value stocks") primarily because they are selling at prices below what the subadvisers believe to be their fundamental values and not necessarily because the issuing companies are expected to experience significant earnings growth. The Funds bear the risk that the companies that issued these securities may not overcome the adverse business developments or other factors causing their securities to be perceived by the subadvisers to be under-priced or that the market may never come to recognize their fundamental value. A value stock may not increase in price, as anticipated by the subadvisers investing in such securities, if other investors fail to recognize the company's value and bid up the price or invest in markets favoring faster growing companies. A Fund's strategy of investing in value stocks also carries the risk that in certain markets value stocks will under perform growth stocks.

Growth Investing Risk. The Funds may purchase some equity securities (generally referred to as "growth stocks" or "growth securities") primarily because the subadvisers believe that these securities will experience relatively rapid earnings growth. Growth stocks typically trade at higher multiples of current earnings than other securities. Growth stocks are often more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. Similarly, because growth securities typically do not make dividend payments to shareholders, investment returns are based on capital appreciation, making returns more dependent on market increases and decreases. Growth stocks may therefore be more volatile than non-growth stocks. A Fund's strategy of investing in growth stocks also carries the risk that in certain markets growth stocks will under perform value stocks.

229

EXCHANGE TRADED FUNDS (ETFS) RISK

These are a type of investment company bought and sold on a securities exchange. An ETF represents a fixed portfolio of securities designed to track a particular market index. A Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees which increase their costs.

FIXED INCOME SECURITIES RISK

Fixed income securities are generally subject to two principal types of risks:
(a) interest rate risk and (b) credit quality risk.

Interest Rate Risk. Fixed income securities are affected by changes in interest rates. When interest rates decline, the market value of the fixed income securities generally can be expected to rise. Conversely, when interest rates rise, the market value of fixed income securities generally can be expected to decline. The longer the duration or maturity of a fixed-income security, the more susceptible it is to interest rate risk.

Credit Quality Risk. Fixed income securities are subject to the risk that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments. If the credit quality of a fixed income security deteriorates after a Fund has purchased the security, the market value of the security may decrease and lead to a decrease in the value of the Fund's investments. Funds that may invest in lower rated fixed income securities commonly referred to as "junk" securities are riskier than funds that may invest in higher rated fixed income securities. Additional information on the risks of investing in investment grade fixed income securities in the lowest rating category and lower rated fixed income securities is set forth below.

Investment Grade Fixed Income Securities in the Lowest Rating Category. Investment grade fixed income securities in the lowest rating category (rated "Baa" by Moody's or "BBB" by S&P's and comparable unrated securities) involve a higher degree of risk than fixed income securities in the higher rating categories. While such securities are considered investment grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade securities.

Lower Rated Fixed Income Securities. Lower rated fixed income securities are defined as securities rated below investment grade (rated "Ba" and below by Moody's and "BB" and below by Standard & Poor's), commonly known as "junk bonds." The principal risks of investing in these securities are as follows:

- Risk to Principal and Income. Investing in lower rated fixed income securities is considered speculative. While these securities generally provide greater income potential than investments in higher rated securities, there is a greater risk that principal and interest payments will not be made. Issuers of these securities may even go into default or become bankrupt.

- Price Volatility. The price of lower rated fixed income securities may be more volatile than securities in the higher rating categories. This volatility may increase during periods of economic uncertainty or change. The price of these securities is affected more than higher rated fixed income securities by the market's perception of their credit quality, especially during times of adverse publicity. In the past, economic downturns or an increase in interest rates have, at times, caused more defaults by issuers of these securities and may do so in the future. Economic downturns and increases in interest rates have an even greater affect on highly leveraged issuers of these securities.

- Liquidity. The market for lower rated fixed income securities may have more limited trading than the market for investment grade fixed income securities. Therefore, it may be more difficult to sell these securities and these securities may have to be sold at prices below their market value in order to meet redemption requests or to respond to changes in market conditions.

- Dependence on Subadviser's Own Credit Analysis. While a subadviser may rely on ratings by established credit rating agencies, it will also supplement such ratings with its own independent review of the credit quality of the issuer. Therefore, the assessment of the credit risk of lower rated fixed income securities is more dependent on the subadviser's evaluation than the assessment of the credit risk of higher rated securities.

230

- Additional Risks Regarding Lower Rated Corporate Fixed Income Securities Lower rated corporate debt securities (and comparable unrated securities) tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated corporate fixed income securities. Issuers of lower rated corporate debt securities may also be highly leveraged, increasing the risk that principal and income will not be repaid.

- Additional Risks Regarding Lower Rated Foreign Government Fixed Income Securities Lower rated foreign government fixed income securities are subject to the risks of investing in emerging market countries described under "Foreign Securities Risk". In addition, the ability and willingness of a foreign government to make payments on debt when due may be affected by the prevailing economic and political conditions within the country. Emerging market countries may experience high inflation, interest rates and unemployment as well as exchange rate trade difficulties and political uncertainty or instability. These factors increase the risk that a foreign government will not make payments when due.

FOREIGN SECURITIES RISK

The principal risks of investing in foreign securities are set forth below. As noted below, many of these risks are greater in the case of investments in emerging market countries.

- Currency Fluctuations. Investments in foreign securities may cause a Fund to lose money when converting investments from foreign currencies into U.S. dollars. A Fund may attempt to lock in an exchange rate by purchasing a foreign currency exchange contract prior to the settlement of an investment in a foreign security. However, it may not always be successful in doing so and the Fund could still lose money. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the lack of intervention) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the U.S. or abroad.

- Political and Economic Conditions. Investments in foreign securities subject a Fund to the political or economic conditions of the foreign country. These conditions could cause Fund investments to lose value if these conditions deteriorate for any reason. This risk increases in the case of emerging market countries which are more likely to be politically unstable. Political instability could cause the value of any investment in the securities of an issuer based in a foreign country to decrease or could prevent or delay the Fund from selling its investment and taking the money out of the country.

- Removal of Proceeds of Investments from a Foreign Country. Foreign countries, especially emerging market countries, often have currency controls or restrictions which may prevent or delay a Fund from taking money out of the country or may impose additional taxes on money removed from the country. Therefore, a Fund could lose money if it is not permitted to remove capital from the country or if there is a delay in taking the assets out of the country, since the value of the assets could decline during this period or the exchange rate to convert the assets into U.S. dollars could worsen.

- Nationalization of Assets. Investments in foreign securities subject a Fund to the risk that the company issuing the security may be nationalized. If the company is nationalized, the value of the company's securities could decrease in value or even become worthless.

- Settlement of Sales. Foreign countries, especially emerging market countries, may also have problems associated with settlement of sales. Such problems could cause the Fund to suffer a loss if a security to be sold declines in value while settlement of the sale is delayed.

- Investor Protection Standards. Foreign countries, especially emerging market countries, may have less stringent investor protection and disclosure standards than the U.S. Therefore, when making a decision to purchase a security for a Fund, a subadviser may not be aware of problems associated with the company issuing the security and may not enjoy the same legal rights as those provided in the U.S.

HIGH PORTFOLIO TURNOVER RISK

A high Fund portfolio turnover rate (over 100%) generally involves correspondingly greater brokerage commission expenses, which must be borne directly by a Fund. The portfolio turnover rate of a Fund may vary from year to year, as well as within a year.

231

INDEX MANAGEMENT RISK

Certain factors may cause a Fund to track its target index less closely. For example, a subadviser may select securities that are not fully representative of the index, and the Fund's transaction expenses, and the size and timing of the its cash flows, may result in the fund's performance being different than that of its index. Moreover, the Fund will generally reflect the performance of its target index even when the index does not perform well.

INDUSTRY OR SECTOR INVESTING RISK

When a Fund's investments are concentrated in a particular industry or sector of the economy, they are not as diversified as the investments of most mutual funds and are far less diversified than the broad securities markets. This means that concentrated portfolios tend to be more volatile than other mutual funds, and the values of their investments tend to go up and down more rapidly. In addition, a Fund which invests in a particular industry or sector is particularly susceptible to the impact of market, economic, regulatory and others factors affecting that industry or sector.

Banking. Commercial banks (including "money center" regional and community banks), savings and loan associations and holding companies of the foregoing are especially subject to adverse effects of volatile interest rates, concentrations of loans in particular industries (such as real estate or energy) and significant competition. The profitability of these businesses is to a significant degree dependent upon the availability and cost of capital funds. Economic conditions in the real estate market may have a particularly strong effect on certain banks and savings associations. Commercial banks and savings associations are subject to extensive federal and, in many instances, state regulation. Neither such extensive regulation nor the federal insurance of deposits ensures the solvency or profitability of companies in this industry, and there is no assurance against losses in securities issued by such companies.

Financial Services Industry. A Fund investing principally in securities of companies in the financial services industry is particularly vulnerable to events affecting that industry. Companies in the financial services industry include commercial and industrial banks, savings and loan associations and their holding companies, consumer and industrial finance companies, diversified financial services companies, investment banking, securities brokerage and investment advisory companies, leasing companies and insurance companies.

Health Sciences. Companies in this sector are subject to the additional risks of increased competition within the health care industry, changes in legislation or government regulations, reductions in government funding, the uncertainty of governmental approval of a particular product, product liability or other litigation, patent expirations and the obsolescence of popular products. The prices of the securities of heath sciences companies may fluctuate widely due to government regulation and approval of their products and services, which may have a significant effect on their price and availability. In addition, the types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial and may have a significant impact on a company's market value or share price.

Insurance. Insurance companies are particularly subject to government regulation and rate setting, potential anti-trust and tax law changes, and industry-wide pricing and competition cycles. Property and casualty insurance companies may also be affected by weather and other catastrophes. Life and health insurance companies may be affected by mortality and morbidity rates, including the effects of epidemics. Individual insurance companies may be exposed to reserve inadequacies, problems in investment portfolios (for example, due to real estate or "junk" bond holdings) and failures of reinsurance carriers.

Other Financial Services Companies. Many of the investment considerations discussed in connection with banks and insurance also apply to financial services companies. These companies are all subject to extensive regulation, rapid business changes, volatile performance dependent upon the availability and cost of capital and prevailing interest rates and significant competition. General economic conditions significantly affect these companies. Credit and other losses resulting from the financial difficulty of borrowers or other third parties have a potentially adverse effect on companies in this industry. Investment banking, securities brokerage and investment advisory companies are particularly subject to government regulation and the risks inherent in securities trading and underwriting activities.

232

Telecommunications. Companies in the telecommunications sector are subject to the additional risks of rapid obsolescence, lack of standardization or compatibility with existing technologies, an unfavorable regulatory environment, and a dependency on patent and copyright protection. The prices of the securities of companies in the telecommunications sector may fluctuate widely due to both federal and state regulations governing rates of return and services that may be offered, fierce competition for market share, and competitive challenges in the U.S. from foreign competitors engaged in strategic joint ventures with U.S. companies, and in foreign markets from both U.S. and foreign competitors. In addition, recent industry consolidation trends may lead to increased regulation of telecommunications companies in their primary markets.

Technology Related Risk. A Fund investing in technology companies, including companies engaged in Internet-related activities, is subject to the risk of short product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risks may result in significant earnings loss and price volatility. Some technology companies also have limited operating histories and are subject to the risks of a small or unseasoned company described below under "Small and Medium Sized Companies."

Utilities. Many utility companies, especially electric and gas and other energy related utility companies, are subject to various uncertainties, including:
risks of increases in fuel and other operating costs; restrictions on operations and increased costs and delays as a result of environmental and nuclear safety regulations; coping with the general effects of energy conservation; technological innovations which may render existing plants, equipment or products obsolete; the potential impact of natural or man-made disasters; difficulty obtaining adequate returns on invested capital, even if frequent rate increases are approved by public service commissions; the high cost of obtaining financing during periods of inflation; difficulties of the capital markets in absorbing utility debt and equity securities; and increased competition. For example, electric utilities in certain markets have experienced financial difficulties recently related to changes in regulations and price volatility in the oil and natural gas markets. Similar difficulties could arise for other types of utilities or in other regions. Because utility companies are faced with the same obstacles, issues and regulatory burdens, their securities may react similarly and more in unison to these or other market conditions.

INITIAL PUBLIC OFFERINGS (IPOS) RISK

Certain Funds may invest a portion of their assets in shares of IPOs. IPOs may have a magnified impact on the performance of a Fund with a small asset base. The impact of IPOs on a Fund's performance likely will decrease as the Fund's asset size increases, which could reduce the Fund's returns. IPOs may not be consistently available to a Fund for investing, particularly as the Fund's asset base grows. IPO shares frequently are volatile in price due to the absence of a prior public market, the small number of shares available for trading and limited information about the issuer. Therefore, a Fund may hold IPO shares for a very short period of time. This may increase the turnover of a Fund and may lead to increased expenses for a Fund, such as commissions and transaction costs. In addition, IPO shares can experience an immediate drop in value if the demand for the securities does not continue to support the offering price.

INVESTMENT COMPANY SECURITIES RISK

Each Fund may invest in securities of other investment companies. The total return on such investments will be reduced by the operating expenses and fees of such other investment companies, including advisory fees. Investments in closed end funds may involve the payment of substantial premiums above the value of such investment companies' portfolio securities. See "Risk Factors -- Fund of Funds Risk" in the SAI for further information regarding investments in other investments companies.

ISSUER RISK

An issuer of a security purchased by a Fund may perform poorly, and, therefore, the value of its stocks and bonds may decline. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, or other factors.

LIQUIDITY RISK

A Fund is exposed to liquidity risk when trading volume, lack of a market maker, or legal restrictions impair the Fund's ability to sell particular securities or close derivative positions at an advantageous price. Funds with principal investment strategies that involve investments in securities of companies with smaller market capitalizations, foreign

233

securities, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Exposure to liquidity risk may be heightened for Funds which invest in emerging markets and related derivatives that are not widely traded and that may be subject to purchase and sale restrictions.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES RISK

Mortgage-Backed Securities. Mortgage-backed securities represent participating interests in pools of residential mortgage loans which are guaranteed by the U.S. Government, its agencies or instrumentalities. However, the guarantee of these types of securities relates to the principal and interest payments and not the market value of such securities. In addition, the guarantee only relates to the mortgage-backed securities held by the Fund and not the purchase of shares of the Fund.

Mortgage-backed securities are issued by lenders such as mortgage bankers, commercial banks, and savings and loan associations. Such securities differ from conventional debt securities which provide for the periodic payment of interest in fixed amounts (usually semiannually) with principal payments at maturity or on specified dates. Mortgage-backed securities provide periodic payments which are, in effect, a "pass-through" of the interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans. A mortgage-backed security will mature when all the mortgages in the pool mature or are prepaid. Therefore, mortgage-backed securities do not have a fixed maturity, and their expected maturities may vary when interest rates raise or fall.

When interest rates fall, homeowners are more likely to prepay their mortgage loans. An increased rate of prepayments on the Fund's mortgage-backed securities will result in an unforeseen loss of interest income to the Fund as the Fund may be required to reinvest assets at a lower interest rate. Because prepayments increase when interest rates fall, the prices of mortgaged-backed securities do not increase as much as other fixed income securities when interest rates fall.

When interest rates rise, homeowners are less likely to prepay their mortgages loans. A decreased rate of prepayments lengthen the expected maturity of a mortgage-backed security. Therefore, the prices of mortgage-backed securities may decrease more than prices of other fixed income securities when interest rates rise.

The yield of mortgage-backed securities is based on the average life of the underlying pool of mortgage loans. The actual life of any particular pool may be shortened by unscheduled or early payments of principal and interest. Principal prepayments may result from the sale of the underlying property or the refinancing or foreclosure of underlying mortgages. The occurrence of prepayments is affected by a wide range of economic, demographic and social factors and, accordingly, it is not possible to accurately predict the average life of a particular pool. The actual prepayment experience of a pool of mortgage loans may cause the yield realized by the Fund to differ from the yield calculated on the basis of the average life of the pool. In addition, if the Fund purchases mortgage-backed securities at a premium, the premium may be lost in the event of early prepayment which may result in a loss to the Fund.

Prepayments tend to increase during periods of falling interest rates, while during periods of rising interest rates prepayments are likely to decline. Monthly interest payments received by a Fund have a compounding effect which will increase the yield to shareholders as compared to debt obligations that pay interest semiannually. Because of the reinvestment of prepayments of principal at current rates, mortgage-backed securities may be less effective than Treasury bonds of similar maturity at maintaining yields during periods of declining interest rates. Also, although the value of debt securities may increase as interest rates decline, the value of these pass-through type of securities may not increase as much due to their prepayment feature.

Collateralized Mortgage Obligations. A Fund may invest in mortgage-backed securities called collateralized mortgage obligations ("CMOs"). CMOs are issued in separate classes with different stated maturities. As the mortgage pool experiences prepayments, the pool pays off investors in classes with shorter maturities first. By investing in CMOs, a Fund may manage the prepayment risk of mortgage-backed securities. However, prepayments may cause the actual maturity of a CMO to be substantially shorter than its stated maturity.

Asset-Backed Securities. Asset-backed securities include interests in pools of debt securities, commercial or consumer loans, or other receivables. The value of these securities depends on many factors, including changes in interest rates, the availability of information concerning the pool and its structure, the credit quality of the

234

underlying assets, the market's perception of the servicer of the pool, and any credit enhancement provided. In addition, asset-backed securities have prepayment risks similar to mortgage-backed securities.

NON-DIVERSIFIED FUND RISK

Definition of Non-Diversified. Any Fund that is non-diversified is only limited as to the percentage of its assets that may be invested in any one issuer, and as to the percentage of the outstanding voting securities of such issuer that may be owned, only by the Fund's own investment restrictions and the diversification requirements of the Code. In contrast, a diversified Fund may not, as to 75% of its assets, invest more than five percent of its total assets in the securities of one issuer, or own more than ten percent of the outstanding voting securities, of any one issuer.

Risks. Since a non-diversified Fund may invest a high percentage of its assets in the securities of a small number of companies, a non-diversified Fund may be affected more than a diversified fund by a change in the financial condition of any of these companies or by the financial markets' assessment of any of these companies.

REAL ESTATE SECURITIES RISK

Investing in securities of companies in the real estate industry subjects a Fund to the risks associated with the direct ownership of real estate. These risks include:

- Declines in the value of real estate;

- Risks related to general and local economic conditions;

- Possible lack of availability of mortgage funds;

- Overbuilding;

- Extended vacancies of properties;

- Increased competition;

- Increases in property taxes and operating expenses;

- Change in zoning laws;

- Losses due to costs resulting from the clean-up of environmental problems;

- Liability to third parties for damages resulting from environmental problems;

- Casualty or condemnation losses;

- Limitations on rents;

- Changes in neighborhood values and the appeal of properties to tenants; and

- Changes in interest rates.

Therefore, for a Fund investing a substantial amount of its assets in securities of companies in the real estate industry, the value of the Fund's shares may change at different rates compared to the value of shares of a Fund with investments in a mix of different industries.

Securities of companies in the real estate industry include REITs including Equity REITs and Mortgage REITs. Equity REITs may be affected by changes in the value of the underlying property owned by JHTs, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In addition, Equity and Mortgage REITs could possibly fail to qualify for tax free pass-through of income under the Code, as amended, or to maintain their exemptions form registration under the 1940 Act. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

In addition, even the larger REITs in the industry tend to be small to medium-sized companies in relation to the equity markets as a whole. See "Small and Medium Size Companies" below for a discussion of the risks associated with invests in these companies. Moreover, shares of REITs may trade less frequently and, therefore, are subject to more erratic price movements, than securities of larger issuers.

RISK ARBITRAGE SECURITIES AND DISTRESSED COMPANIES

A merger or other restructuring, or a tender or exchange offer, proposed or pending at the time a Fund invests in risk arbitrage securities may not be completed on the terms contemplated, resulting in losses to the Fund. Debt

235

obligations of distressed companies typically are unrated, lower-rated, in default or close to default. Also, securities of distressed companies are generally more likely to become worthless than the securities of more financially stable companies.

SHORT SALE RISK

See "Short Sales" under "Additional Information About the Funds' Investment Policies".

SMALL AND MEDIUM SIZE COMPANIES RISK

Small or Unseasoned Companies:

- Survival of Small or Unseasoned Companies. Companies that are small or unseasoned (less than 3 years of operating history) are more likely than larger or established companies to fail or not to accomplish their goals. As a result, the value of their securities could decline significantly. These companies are less likely to survive since they are often dependent upon a small number of products, may have limited financial resources and a small management group.

- Changes in Earnings and Business Prospects. Small or unseasoned companies often have a greater degree of change in earnings and business prospects than larger or established companies, resulting in more volatility in the price of their securities.

- Liquidity. The securities of small or unseasoned companies may have limited marketability. This factor could cause the value of a Fund's investments to decrease if it needs to sell such securities when there are few interested buyers.

- Impact of Buying or Selling Shares. Small or unseasoned companies usually have fewer outstanding shares than larger or established companies. Therefore, it may be more difficult to buy or sell large amounts of these shares without unfavorably impacting the price of the security.

- Publicly Available Information. There may be less publicly available information about small or unseasoned companies. Therefore, when making a decision to purchase a security for a Fund, a subadviser may not be aware of problems associated with the company issuing the security.

Medium Size Companies:

- Investments in the securities of medium sized companies present risks similar to those associated with small or unseasoned companies although to a lesser degree due to the larger size of the companies.

STRIPPED SECURITIES RISK

Stripped securities are the separate income or principal components of a debt security. The risks associated with stripped securities are similar to those of other debt securities, although stripped securities may be more volatile, and the value of certain types of stripped securities may move in the same direction as interest rates. U.S. Treasury securities that have been stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury.

ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENT POLICIES

Subject to certain restrictions and except as noted below, a Fund may use the following investment strategies and purchase the following types of securities.

INVESTMENT GRADE DEBT SECURITIES

Investment grade debt securities are securities of issuers rated at the time of purchase in the four highest rating categories by a nationally recognized securities rating organization, such as those rated Aaa, Aa, A and Baa by Moody's or AAA, AA, A and BBB by S&P's Division of The McGraw Hill Companies, Inc. (or, if unrated, of comparable quality as determined by the subadviser).

FOREIGN REPURCHASE AGREEMENTS

A Fund may enter into foreign repurchase agreements. Foreign repurchase agreements may be less well secured than U.S. repurchase agreements, and may be denominated in foreign currencies. They also may involve greater risk of loss if the counterparty defaults. Some counterparties in these transactions may be less creditworthy than those in U.S. markets.

HEDGING AND OTHER STRATEGIC TRANSACTIONS

The Funds are authorized to use a variety of hedging or other strategic investment strategies. These strategies will be used primarily for hedging purposes, including hedging various market risks (such as interest rates, currency

236

exchange rates and broad or specific market movements) and managing the effective maturity or duration of debt instruments held by the Funds. Hedging refers to protecting against possible changes in the market value of securities a fund already owns or plans to buy or protecting unrealized gains in the Fund. These strategies may also be used to gain exposure to a particular market. The hedging and other strategic transactions which may be used are described below:

- exchange-listed and over-the-counter put and call options on securities, financial futures contracts, currencies, fixed income indices and other financial instruments,

- financial futures contracts (including stock index futures),

- interest rate transactions*,

- currency transactions**,

- swaps (including interest rate, index, equity, credit default, credit index and currency swaps), and

- structured notes, including hybrid or "index" securities.

* A Fund's interest rate transactions may take the form of swaps, caps, floors and collars.

** A Fund's currency transactions may take the form of currency forward contracts, currency futures contracts, currency swaps and options on currencies or currency futures contracts.

Collectively, these transactions are referred to in this prospectus as "Hedging and Other Strategic Transactions." The description in this prospectus (including the introductory description under "Investment Objectives and Strategies") indicates which, if any, of these types of transactions may be used by the Funds.

Hedging and Other Strategic Transactions may be used for the following purposes:

- to attempt to protect against possible changes in the market value of securities held or to be purchased by the Funds resulting from securities markets or currency exchange rate fluctuations,

- to protect a Fund's unrealized gains in the value of its securities,

- to facilitate the sale of a Fund's securities for investment purposes,

- to manage the effective maturity or duration of a Fund's securities,

- to establish a position in the derivatives markets as a method of gaining exposure to a particular market, or

- to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.

The ability of a Fund to utilize Hedging and Other Strategic Transactions successfully will depend in part on its subadviser's ability to predict pertinent market movements, which cannot be assured. The skills required to successfully utilize Hedging and Other Strategic Transactions are different from those needed to select a Fund's securities. Even if the subadviser only uses Hedging and Other Strategic Transactions in a Fund primarily for hedging purposes or to gain exposure to a particular securities market, if the transaction is not successful it could result in a loss to a Fund. These transactions may also increase the volatility of a Fund and may involve a small investment of cash relative to the magnitude of the risks assumed. For example, the potential loss from the use of futures can exceed a Fund's initial investment in such contracts. In addition, these transactions could result in a loss to a Fund if the counterparty to the transaction does not perform as promised. A detailed discussion of various Hedging and Other Strategic Transactions, including applicable regulations of the Commodity Futures Trading Commission and the requirement to segregate assets with respect to these transactions, appears in the SAI.

ILLIQUID SECURITIES

Each Fund is precluded from investing in excess of 15% of its respective net assets in securities that are not readily marketable. Investment in illiquid securities involves the risk that, because of the lack of consistent market demand for such securities, a Fund may be forced to sell them at a discount from the last offer price.

INDEXED/STRUCTURED SECURITIES

The Funds may invest in indexed/structured securities. These securities are typically short- to intermediate-term debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial indicators. Such securities may be positively or negatively indexed (i.e., their value may increase or decrease if the reference index or instrument appreciates). Index/structured securities may have return characteristics similar to direct investments in the underlying instruments. The Funds bear the market risk of an investment in the underlying instruments, as well as the credit risk of the issuer.

LENDING OF FUND SECURITIES

237

Each Fund may lend its securities so long as such loans do not represent more than 33 1/3% of the Fund's total assets. As collateral for the lent securities, the borrower gives the lending portfolio collateral equal to at least 100% of the value of the lent securities. The collateral may consist of cash, cash equivalents or securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The borrower must also agree to increase the collateral if the value of the lent securities increases. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially.

LOAN PARTICIPATIONS

The Funds may invest in fixed-and floating-rate loans, which investments generally will be in the form of loan participations and assignments of such loans. Participations and assignments involve special types of risks, including credit risk, interest rate risk, liquidity risk, and the risks of being a lender. If a Fund purchases a participation, it may only be able to enforce its rights through the lender and may assume the credit risk of the lender in addition to the borrower.

MORTGAGE DOLLAR ROLLS

The Funds may enter into mortgage dollar rolls. Under a mortgage dollar roll, a Fund sells mortgage-backed securities for delivery in the future (generally within 30 days) and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date.

At the time a Fund enters into a mortgage dollar roll, it will maintain on its records liquid assets such as cash or U.S. government securities equal in value to its obligations in respect of dollar rolls, and accordingly, such dollar rolls will not be considered borrowings.

The Funds may only enter into covered rolls. A "covered roll" is a specific type of dollar roll for which there is an offsetting cash or cash equivalent security position which matures on or before the forward settlement date of the dollar roll transaction. Dollar roll transactions involve the risk that the market value of the securities sold by the Funds may decline below the repurchase price of those securities. While a mortgage dollar roll may be considered a form of leveraging, and may, therefore, increase fluctuations in a Fund's NAV per share, the Funds will cover the transaction as described above.

REPURCHASE AGREEMENTS

The Funds may enter into repurchase agreements. Repurchase agreements involve the acquisition by a Fund of debt securities subject to an agreement to resell them at an agreed-upon price. The arrangement is in economic effect a loan collateralized by securities. The Fund's risk in a repurchase transaction is limited to the ability of the seller to pay the agreed-upon sum on the delivery date. In the event of bankruptcy or other default by the seller, the instrument purchased may decline in value, interest payable on the instrument may be lost and there may be possible delays and expense in liquidating the instrument. Securities subject to repurchase agreements will be valued every business day and additional collateral will be requested if necessary so that the value of the collateral is at least equal to the value of the repurchased obligation, including the interest accrued thereon. Repurchases agreements maturing in more than seven days are deemed to be illiquid.

REVERSE REPURCHASE AGREEMENTS

The Funds may enter into "reverse" repurchase agreements. Under a reverse repurchase agreement, a Fund may sell a debt security and agree to repurchase it at an agreed upon time and at an agreed upon price. The Funds will maintain on their records liquid assets such as cash, Treasury bills or other U.S. government securities having an aggregate value equal to the amount of such commitment to repurchase including accrued interest, until payment is made. While a reverse repurchase agreement may be considered a form of leveraging and may, therefore, increase fluctuations in a Fund's NAV per share, the Funds will cover the transaction as described above.

SHORT SALES

The Funds may make short sales of securities. This means a Fund may sell a security that it does not own in anticipation of a decline in the market value of the security. A Fund generally borrows the security to deliver to the buyer in a short sale. The Fund must then buy the security at its market price when the borrowed security must be returned to the lender. Short sales involve costs and risk. The Fund must pay the lender interest on the security it borrows, and the Fund will lose money if the price of the security increases between the time of the short sale and the date when the Fund replaces the borrowed security. A Fund may also make short sales "against the box." In a

238

short sale against the box, at the time of sale, the Fund owns or has the right to acquire the identical security, or one equivalent in kind or amount, at no additional cost.

Until a Fund closes its short position or replaces a borrowed security, a Fund will (i) segregate with its custodian cash or other liquid assets at such a level that the amount segregated plus the amount deposited with the lender as collateral will equal the current market value of the security sold short or
(ii) otherwise cover its short position.

U.S. GOVERNMENT SECURITIES

The Funds may invest in U.S. government securities issued or guaranteed by the U.S. government or by an agency or instrumentality of the U.S. government. Not all U.S. government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the issuing agency or instrumentality which depends entirely on its own resources to repay the debt. U.S. government securities that are backed by the full faith and credit of the United States include U.S. Treasuries and mortgage-backed securities guaranteed by the Government National Mortgage Association. Securities that are only supported by the credit of the issuing agency or instrumentality include the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Banks ("FHLBs") and the Federal Home Loan Mortgage Corporation ("Freddie Mac").

WARRANTS

The Funds may, subject to certain restrictions, purchase warrants, including warrants traded independently of the underlying securities. Warrants are rights to purchase securities at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities, and warrant holders receive no dividends and have no voting rights or rights with respect to the assets of an issuer. Warrants cease to have value if not exercised prior to the expiration date.

WHEN-ISSUED SECURITIES/FORWARD COMMITMENTS

In order to help ensure the availability of suitable securities, a Fund may purchase debt or equity securities on a "when-issued" or on a "forward commitment" basis. These terms mean that the obligations will be delivered to the Fund at a future date, which may be a month or more after the date of commitment. While awaiting delivery of the obligations purchased on such bases, a Fund will maintain on its records liquid assets equal to the amount of the commitments to purchase when-issued or forward delivery securities. At the time delivery is made, the value of when-issued or forward delivery securities may be more or less than the transaction price, and the yields then available in the market may be higher than those obtained in the transaction.

These investment strategies and securities are described further in the SAI.

MANAGEMENT OF JHT

ADVISORY ARRANGEMENTS

John Hancock Investment Management Services, LLC (the "Adviser") is the adviser to JHT. The Adviser is a Delaware limited liability company whose principal offices are located at 601 Congress Street, Boston, Massachusetts 02210. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The ultimate controlling parent of the Adviser is Manulife Financial Corporation ("MFC"), a publicly traded company based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

The Adviser administers the business and affairs of JHT. The Adviser also selects, contracts with and compensates Subadvisers to manage the investment and reinvestment of the assets of all Funds. The Adviser does not itself manage any of JHT portfolio assets but has ultimate responsibility to oversee the Subadvisers. In this connection, the Adviser (i) monitors the compliance of the Subadvisers with the investment objectives and related policies of each portfolio, (ii) reviews the performance of the Subadvisers and (iii) reports periodically on such performance to Trustees of JHT.

A discussion regarding the basis for the Board of Trustees' approval of the advisory agreement for each Fund of JHT (except those listed below) is available in JHT's annual report to shareholders for the six month period ended December 31, 2006. A discussion regarding the basis for the Board of Trustees' approval of the advisory agreement

239

for the Small Cap Intrinsic Value, Founding Allocation, Income, Mutual Shares, Mid Cap Intersection and Emerging Markets Value Trusts will be available in JHT's semi-annual report to shareholders for the year ended June 30, 2007.

JHT has received an order from the SEC permitting the Adviser to appoint a subadviser or change the terms of a subadvisory agreement pursuant to an agreement that is not approved by shareholders. JHT, therefore, is able to change subadvisers or the fees paid to Subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. This order does not, however, permit the Adviser to appoint a Subadviser that is an affiliate of the Adviser or JHT (other than by reason of serving as Subadviser to a portfolio) (an "Affiliated Subadviser") or to change a subadvisory fee of an Affiliated Subadviser without the approval of shareholders.

As compensation for its services, the Adviser receives a fee from JHT computed separately for each Fund. On September 22-23, 2005, the Trustees of JHT approved an amendment to the JHT's advisory agreement changing the method of calculating the advisory fees of most JHT Funds. This change, which is described below, became effective October 14, 2005.

Prior to the amendment to the advisory agreement, the advisory fee was stated as an annual percentage of the current value of a Trust portfolio's net assets. Under the advisory agreement as amended, the amount of the advisory fee for most portfolios is determined by applying the daily equivalent of an annual fee rate to the net assets of the portfolio. The annual fee rate is calculated each day by applying the annual percentage rates in the tables below to the applicable portions of Aggregate Net Assets shown in the tables and dividing the sum of the amounts so determined by Aggregate Net Assets. The term Aggregate Net Assets includes the net assets of the portfolio as well as of one or more other portfolios managed by the same subadviser as indicated in the notes to the tables, but only for the period during which the subadviser for the portfolio also serves as the subadviser for the other portfolios.

Under the advisory agreement, both before and after the amendment, the advisory fee is accrued and paid daily and is calculated for each day by multiplying the daily equivalent of the annual percentage rate for a portfolio by the value of the net assets of the portfolio at the close of business on the previous business day of JHT.

The following tables presents a schedule of the management fees each portfolio currently is obligated to pay the Adviser, either as an annual percentage of the current value of the portfolio's net assets or as a percentage of Aggregate Net Assets. For information on the advisory fee for the underlying master fund for each of the American Blue Chip Income and Growth Trust, American Bond Trust, American Growth Trust, American Growth-Income Trust and American International Trust, please refer to the master fund prospectus (the American Funds Insurance Series prospectus) which accompanies this prospectus as well as the disclosure regarding these four portfolios set forth above under "Fees and Expenses for Each Portfolio."

240

PORTFOLIOS WHERE NET ASSETS AGGREGATED WITH NET ASSETS OF OTHER PORTFOLIOS
FOR PURPOSES OF DETERMINING BREAKPOINTS

                                        FIRST        EXCESS OVER
                                    $100 MILLION   $100 MILLION OF
                                    OF AGGREGATE    AGGREGATE NET
PORTFOLIO                            NET ASSETS         ASSETS
---------                           ------------   ---------------
International Small Company(1)...       1.00%           0.950%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the International Small Company Trust, a series of JHT, and the International Small Company Fund, a series of John Hancock Funds II, are included.

                                                        BETWEEN            BETWEEN
                                        FIRST      $250 MILLION AND   $500 MILLION AND    EXCESS OVER
                                    $250 MILLION    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                    OF AGGREGATE     AGGREGATE NET      AGGREGATE NET    AGGREGATE NET
PORTFOLIO                            NET ASSETS         ASSETS             ASSETS            ASSETS
---------                           ------------   ----------------   ----------------   -------------
Mid Cap Value Equity(1)..........      0.875%            0.850%            0.825%            0.800%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Mid Cap Value Equity Trust, a series of JHT, and the Mid Cap Value Equity Fund, a series of John Hancock Funds II, are included.

                                        FIRST         EXCESS OVER
                                    $500 MILLION   $500 MILLION OF
                                    OF AGGREGATE     AGGREGATE NET
PORTFOLIO                            NET ASSETS         ASSETS
---------                           ------------   ----------------
Emerging Small Company(1)........      0.970%           0.900%*

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Emerging Small Company Trust, a series of JHT, and the Emerging Small Company Fund, a series of John Hancock Funds II, are included.

                                                        BETWEEN
                                        FIRST      $250 MILLION AND     EXCESS OVER
                                    $250 MILLION    $500 MILLION OF   $500 MILLION OF
                                    OF AGGREGATE     AGGREGATE NET     AGGREGATE NET
PORTFOLIO                            NET ASSETS         ASSETS             ASSETS
---------                           ------------   ----------------   ---------------
Real Estate Equity(1)............      0.875%           0.850%             0.825%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Real Estate Equity Trust, a series of JHT, and the Real Estate Equity Fund, a series of John Hancock Funds II, are included.

                                                        BETWEEN
                                        FIRST      $500 MILLION AND     EXCESS OVER
                                    $500 MILLION    $750 MILLION OF   $750 MILLION OF
                                    OF AGGREGATE     AGGREGATE NET     AGGREGATE NET
PORTFOLIO                            NET ASSETS         ASSETS             ASSETS
---------                           ------------   ----------------   ---------------
Global Real Estate(1)............      0.950%           0.925%             0.900%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Global Real Estate Trust, a series of JHT, and the Global Real Estate Fund, a series of John Hancock Funds II, are included.

                                                        BETWEEN            BETWEEN
                                        FIRST      $300 MILLION AND   $500 MILLION AND    EXCESS OVER
                                    $300 MILLION    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                    OF AGGREGATE     AGGREGATE NET      AGGREGATE NET    AGGREGATE NET
PORTFOLIO                            NET ASSETS         ASSETS             ASSETS            ASSETS
---------                           ------------   ----------------   ----------------   -------------
Capital Appreciation(1)..........      0.850%           0.800%             0.700%            0.670%

241

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Capital Appreciation Trust, a series of JHT, and the Capital Appreciation Fund, a series of John Hancock Funds II, are included.

                                                       BETWEEN            BETWEEN            BETWEEN
                                        FIRST      $50 MILLION AND   $200 MILLION AND   $500 MILLION AND    EXCESS OVER
                                     $50 MILLION   $200 MILLION OF    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                    OF AGGREGATE    AGGREGATE NET      AGGREGATE NET      AGGREGATE NET      AGGREGATE
PORTFOLIO                            NET ASSETS        ASSETS             ASSETS             ASSETS          NET ASSETS
---------                           ------------   ---------------   ----------------   ----------------   -------------
All Cap Core(1)..................      0.800%           0.800%            0.800%             0.750%            0.750%
Blue Chip Growth(2)..............      0.825%           0.825%            0.825%             0.825%            0.800%
Emerging Growth(3)...............      0.800%           0.800%            0.800%             0.800%            0.800%
Equity-Income(4).................      0.825%           0.825%            0.825%             0.825%            0.800%
Global Allocation(5).............      0.850%           0.850%            0.850%             0.800%            0.800%
High Yield(6)....................      0.700%           0.700%            0.700%             0.650%            0.650%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the All Cap Core Trust, a series of JHT, and the All Cap Core Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the Blue Chip Growth Trust, a series of JHT, and the Blue Chip Growth Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the Emerging Growth Trust, a series of JHT, and the Emerging Growth Fund, a series of John Hancock Funds II, are included.

(4) For purposes of determining Aggregate Net Assets, the net assets of: the Equity-Income Trust, a series of JHT, and the Equity-Income Fund, a series of John Hancock Funds II, are included.

(5) For purposes of determining Aggregate Net Assets, the net assets of: the Global Allocation Trust, a series of JHT, and the Global Allocation Fund, a series of John Hancock Funds II, are included.

(6) For purposes of determining Aggregate Net Assets, the net assets of: the High Yield Trust, a series of JHT, and the High Yield Fund, a series of John Hancock Funds II, are included.

                                                        BETWEEN            BETWEEN
                                        FIRST      $250 MILLION AND   $500 MILLION AND    EXCESS OVER
                                    $250 MILLION    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                    OF AGGREGATE     AGGREGATE NET      AGGREGATE NET    AGGREGATE NET
PORTFOLIO                            NET ASSETS         ASSETS            ASSETS            ASSETS
---------                           ------------   ----------------   ----------------   -------------
Dynamic Growth(1)................      0.900%           0.850%              0.825%           0.800%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Dynamic Growth Trust, a series of JHT, and the Dynamic Growth Fund, a series of John Hancock Funds II, are included.

                                                     BETWEEN       BETWEEN $200    BETWEEN $500    EXCESS OVER
                                     FIRST $50    $50MILLION AND    MILLION AND   MILLION AND $1    $1 BILLION
                                    MILLION OF   $200 MILLION OF   $500 MILLION     BILLION OF          OF
                                     AGGREGATE    AGGREGATE NET    OF AGGREGATE    AGGREGATE NET    AGGREGATE
PORTFOLIO                           NET ASSETS        ASSETS        NET ASSETS        ASSETS       NET ASSETS
---------                           ----------   ---------------   ------------   --------------   -----------
Health Sciences(1) ..............     1.050%          1.050%          1.050%          1.000%          1.000%
International Small Cap(2) ......     1.050%          1.050%          0.950%          0.850%          0.850%

242

International Value(3) ..........     0.950%          0.950%          0.850%          0.800%          0.800%
Investment Quality Bond(4) ......     0.600%          0.600%          0.600%          0.550%          0.550%
Mid Cap Stock(5) ................     0.875%          0.875%          0.850%          0.825%          0.825%
Mid Cap Value(6) ................     0.900%          0.900%          0.850%          0.825%          0.825%
Mid Value(7) ....................     1.050%          0.950%          0.950%          0.950%          0.950%
Money Market(8) .................     0.500%          0.500%          0.500%          0.470%          0.470%
Natural Resources(9) ............     1.050%          1.000%          1.000%          1.000%          1.000%
Pacific Rim(10) .................     0.800%          0.800%          0.800%          0.700%          0.700%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Health Sciences Trust, a series of JHT, and the Health Sciences Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the International Small Cap Trust, a series of JHT, and the International Small Cap Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the International Value Trust, a series of JHT, the International Value Fund, a series of John Hancock Funds II, the Global Trust, a series of JHT and the Global Fund, a series of John Hancock Funds II, are included.

(4) For purposes of determining Aggregate Net Assets, the net assets of: the Investment Quality Bond Trust, a series of JHT, and the Investment Quality Bond Fund, a series of John Hancock Funds II, are included.

(5) For purposes of determining Aggregate Net Assets, the net assets of: the Mid Cap Stock Trust, a series of JHT, and the Mid Cap Stock Fund, a series of John Hancock Funds II, are included.

(6) For purposes of determining Aggregate Net Assets, the net assets of: the Mid Cap Value Trust, a series of JHT, and the Mid Cap Value Fund, a series of John Hancock Funds II, are included.

(7) For purposes of determining Aggregate Net Assets, the net assets of: the Mid Value Trust, a series of JHT, and the Mid Value Fund, a series of John Hancock Funds II, are included.

(8) For purposes of determining Aggregate Net Assets, the net assets of: the Money Market Trust, a series of JHT, and the Money Market Fund, a series of John Hancock Funds II, are included.

(9) For purposes of determining Aggregate Net Assets, the net assets of: the Natural Resources Trust, a series of JHT, and the Natural Resources Fund, a series of John Hancock Funds II, are included.

(10) For purposes of determining Aggregate Net Assets, the net assets of: the Pacific Rim Trust, a series of JHT, and the Pacific Rim Fund, a series of John Hancock Funds II, are included.

243

                                                     BETWEEN $50     BETWEEN $200     BETWEEN $500
                                      FIRST $50      MILLION AND     MILLION AND     MILLION AND $1    EXCESS OVER
                                      MILLION OF    $200 MILLION   $500 MILLION OF     BILLION OF     $1 BILLION OF
                                    AGGREGATE NET   OF AGGREGATE    AGGREGATE NET     AGGREGATE NET   AGGREGATE NET
PORTFOLIO                               ASSETS       NET ASSETS         ASSETS           ASSETS           ASSETS
---------                           -------------   ------------   ---------------   --------------   -------------
Quantitative All Cap(1) .........       0.750%         0.700%           0.700%           0.700%           0.700%
Quantitative Mid Cap(2) .........       0.750%         0.750%           0.650%           0.650%           0.650%
Real Estate Securities(3) .......       0.700%         0.700%           0.700%           0.700%           0.700%
Science & Technology(4) .........       1.050%         1.050%           1.050%           1.000%           1.000%
Small Cap(5) ....................       0.850%         0.850%           0.850%           0.850%           0.850%
Small Cap Opportunities(6) ......       1.000%         1.000%           1.000%           0.950%           0.950%
Small Company Value(7) ..........       1.050%         1.050%           1.050%           1.000%           1.000%
Special Value(8) ................       0.950%         0.950%           0.950%           0.950%           0.950%
Strategic Bond(9) ...............       0.700%         0.700%           0.700%           0.650%           0.650%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Quantitative All Cap Trust, a series of JHT, and the Quantitative All Cap Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the Quantitative Mid Cap Trust, a series of JHT, and the Quantitative Mid Cap Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the Real Estate Securities Trust, a series of JHT, and the Real Estate Fund, a series of John Hancock Funds II, are included.

(4) For purposes of determining Aggregate Net Assets, the net assets of: the Science & Technology Trust, a series of JHT, and the Science & Technology Fund, a series of John Hancock Funds II, are included.

(5) For purposes of determining Aggregate Net Assets, the net assets of: the Small Cap Trust, a series of JHT, and the Small Cap Fund, a series of John Hancock Funds II, are included.

(6) For purposes of determining Aggregate Net Assets, the net assets of: the Small Cap Opportunities Trust, a series of JHT, and the Small Cap Opportunities Fund, a series of John Hancock Funds II, are included.

(7) For purposes of determining Aggregate Net Assets, the net assets of: the Small Company Value Trust, a series of JHT, and the Small Company Value Fund, a series of John Hancock Funds II, are included.

(8) For purposes of determining Aggregate Net Assets, the net assets of: the Special Value Trust, a series of JHT, and the Special Value Fund, a series of John Hancock Funds II, are included.

(9) For purposes of determining Aggregate Net Assets, the net assets of: the Strategic Bond Trust, a series of JHT, and the Strategic Bond Fund, a series of John Hancock Funds II, are included.

                                                  BETWEEN $50   BETWEEN $250                          EXCESS OVER
                                     FIRST $50    MILLION AND    MILLION AND       BETWEEN $500        $1 BILLION
                                    MILLION OF   $250 MILLION   $500 MILLION      MILLION AND $1           OF
                                     AGGREGATE   OF AGGREGATE   OF AGGREGATE        BILLION OF         AGGREGATE
PORTFOLIO                           NET ASSETS    NET ASSETS     NET ASSETS    AGGREGATE NET ASSETS    NET ASSETS
---------                           ----------   ------------   ------------   --------------------   -----------
All Cap Value(1) ................     0.850%        0.850%         0.800%             0.750%             0.750%
Financial Services(2) ...........     0.850%        0.800%         0.800%             0.750%             0.750%
Fundamental Value(3) ............     0.850%        0.800%         0.800%             0.750%             0.750%

244

Mid Cap Index(4) ................     0.490%        0.490%         0.480%             0.460%             0.460%
Small Cap Index(5) ..............     0.490%        0.490%         0.480%             0.460%             0.460%
Total Stock Market Index(6) .....     0.490%        0.490%         0.480%             0.460%             0.460%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the All Cap Value Trust, a series of JHT, and the All Cap Value Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the Financial Services Trust, a series of JHT, and the Financial Services Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the Fundamental Value Trust, a series of JHT, and the Fundamental Value Fund, a series of John Hancock Funds II, are included.

(4) For purposes of determining Aggregate Net Assets, the net assets of: the Mid Cap Index Trust, a series of JHT, and the Mid Cap Index Fund, a series of John Hancock Funds II, are included.

(5) For purposes of determining Aggregate Net Assets, the net assets of: the Small Cap Index Trust, a series of JHT, and the Small Cap Index Fund, a series of John Hancock Funds II, are included.

(6) For purposes of determining Aggregate Net Assets, the net assets of: the Total Stock Market Index Trust, a series of JHT, and the Total Stock Market Index Fund, a series of John Hancock Funds II, are included.

                                                      BETWEEN        BETWEEN
                                                   $250 MILLION   $500 MILLION
                                        FIRST           AND            AND        EXCESS OVER
                                    $250 MILLION   $500 MILLION   $750 MILLION   $750 MILLION
                                    OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                            NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------                           ------------   ------------   ------------   ------------
Large Cap Trust .................      0.780%         0.730%         0.680%         0.650%

* Aggregate Net Assets include the net assets of the Large Cap Trust, a series of John Hancock Trust, and the Large Cap Fund, a series of John Hancock Funds II.

                                                   BETWEEN
                                                     $500      BETWEEN $1
                                                 MILLION AND     BILLION    EXCESS OVER
                                    FIRST $500    $1 BILLION    AND $2.5        $2.5
                                    MILLION OF        OF       BILLION OF    BILLION OF
                                     AGGREGATE    AGGREGATE     AGGREGATE    AGGREGATE
PORTFOLIO                           NET ASSETS    NET ASSETS   NET ASSETS    NET ASSETS
---------                           ----------   -----------   ----------   -----------
Growth Opportunities(1) .........     0.800%        0.780%       0.770%        0.760%
Growth(2) .......................     0.800%        0.780%       0.770%        0.760%
Intrinsic Value(3) ..............     0.780%        0.760%       0.750%        0.740%
U.S. Multi Sector(4) ............     0.780%        0.760%       0.750%        0.740%
Value Opportunities(5) ..........     0.800%        0.780%       0.770%        0.760%

(1) For purposes of determining Aggregate Net Assets, the net assets of the Growth Opportunities Trust, a series of JHT, the Growth Opportunities Fund, a series of John Hancock Funds III and the Growth Opportunities Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of both the Growth Trust, a series of JHT, the Growth Fund, a series of John Hancock Funds III and the Growth Fund, a series of John Hancock Funds II, are included.

245

(3) For purposes of determining Aggregate Net Assets, the net assets of the Intrinsic Value Trust, a series of JHT, the Intrinsic Value Fund, a series of John Hancock Funds III and the assets of the Intrinsic Value Fund, a series of John Hancock Funds II, are included.

(4) For purposes of determining Aggregate Net Assets, the net assets of the U.S. Multi Sector Trust, a series of JHT, and the U.S. Multi Sector Fund, a series of John Hancock Funds II, are included.

(5) For purposes of determining Aggregate Net Assets, the net assets of the Value Opportunities Trust, a series of JHT, the Value Opportunities Fund, a series of John Hancock Funds III and the Value Opportunities Fund, a series of John Hancock Funds II, are included.

246

                                                        BETWEEN            BETWEEN            BETWEEN
                                         FIRST       $50 MILLION AND   $200 MILLION AND   $500 MILLION AND    EXCESS OVER
                                    $50 MILLION OF   $200 MILLION OF    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE        AGGREGATE          AGGREGATE         AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS        NET ASSETS        NET ASSETS         NET ASSETS       NET ASSETS
---------                           --------------   ---------------   ----------------   ----------------   -------------
U.S. Government Securities(1)....       0.620%            0.620%            0.620%             0.550%            0.550%
U.S. High Yield Bond(2)..........       0.750%            0.750%            0.720%             0.720%            0.720%
Value(3).........................       0.750%            0.750%            0.725%             0.650%            0.650%
500 Index(4).....................       0.470%            0.470%            0.470%             0.460%            0.460%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the U.S. Government Securities Trust, a series of JHT, and the U.S. Government Securities Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the U.S. High Yield Bond Trust, a series of JHT, and the U.S. High Yield Bond Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the Value Trust, a series of JHT, and the Value Fund, a series of John Hancock Funds II, are included.

(4) For purposes of determining Aggregate Net Assets, the net assets of: the 500 Index Trust, a series of JHT, and the 500 Index Fund, a series of John Hancock Funds II, are included.

                                                          BETWEEN
                                         FIRST        $500 MILLION AND    EXCESS OVER
                                    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE          AGGREGATE        AGGREGATE
PORTFOLIO                              NET ASSETS        NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   -------------
Quantitative Value(1)............        0.700%         0.650%                 0.600%
Strategic Income(2)..............        0.725%         0.650%                 0.650%
U.S. Global Leaders Growth(3)....       0.7125%         0.675%                 0.675%
Value & Restructuring(4).........        0.825%         0.800%                 0.775%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Quantitative Value Trust, a series of JHT, and the Quantitative Value Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the Strategic Income Trust, a series of JHT, and the Strategic Income Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the U.S. Global Leaders Growth Trust, a series of JHT, and the U.S. Global Leaders Growth Fund, a series of John Hancock Funds II, are included.

(4) For purposes of determining Aggregate Net Assets, the net assets of: the Value & Restructuring Trust, a series of JHT, and the Value & Restructuring Fund, a series of John Hancock Funds II, are included.

247

                                                           BETWEEN            BETWEEN             BETWEEN
                                         FIRST        $100 MILLION AND   $200 MILLION AND   $500 MILLION AND    EXCESS OVER
                                    $100 MILLION OF    $200 MILLION OF    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE          AGGREGATE         AGGREGATE           AGGREGATE       AGGREGATE
PORTFOLIO                              NET ASSETS         NET ASSETS        NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   ----------------   ----------------   -------------
International Equity Index A(1)..        0.550%            0.530%             0.530%             0.530%            0.530%
Small Cap Growth(2)..............        1.100%            1.050%             1.050%             1.050%            1.050%
Small Cap Value(3)...............        1.100%            1.050%             1.050%             1.050%            1.050%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the International Equity Index Trust A, a series of JHT, and the International Equity Index Fund A, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the Small Cap Growth Trust, a series of JHT, and the Small Cap Growth Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the Small Cap Value Trust, a series of JHT, and the Small Cap Value Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN            BETWEEN
                                         FIRST        $600 MILLION AND   $900 MILLION AND     EXCESS OVER
                                    $600 MILLION OF    $900 MILLION OF    $1.5 BILLION OF   $1.5 BILLION OF
                                       AGGREGATE          AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                              NET ASSETS        NET ASSETS         NET ASSETS         NET ASSETS
---------                           ---------------   ----------------   ----------------   ---------------
Utilities(1).....................        0.825%            0.800%             0.775%             0.700%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Utilities Trust, a series of JHT, and the Utilities Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN            BETWEEN
                                         FIRST        $250 MILLION AND   $500 MILLION AND    EXCESS OVER
                                    $250 MILLION OF    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE          AGGREGATE          AGGREGATE        AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS         NET ASSETS       NET ASSETS
---------                           ---------------   ----------------   ----------------   -------------
Spectrum Income(1)...............        0.800%            0.725%             0.725%             0.725%

(1) For purposes of determining Aggregate Net Assets, the net asset of: the Spectrum Income Trust, a series of JHT, and the Spectrum Income Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN            BETWEEN
                                         FIRST        $200 MILLION AND   $400 MILLION AND    EXCESS OVER
                                    $200 MILLION OF    $400 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE          AGGREGATE          AGGREGATE        AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS         NET ASSETS       NET ASSETS
---------                           ---------------   ----------------   ----------------   -------------
Vista Trust(1)...................        0.900%            0.850%             0.825%            0.800%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Vista Trust, a series of JHT, and the Vista Fund, a series of John Hancock Funds II, are included.

248

                                                        BETWEEN
                                         FIRST        $200 MILLION AND     EXCESS OVER
                                    $200 MILLION OF    $400 MILLION OF   $400 MILLION OF
                                       AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                              NET ASSETS        NET ASSETS       NET ASSETS(10)
---------                           ---------------   ----------------   ---------------
Core Bond(1).....................       0.690%             0.640%            0.570%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Core Bond Trust, a series of JHT, and the Core Bond Fund, a series of John Hancock Funds II, are included.

                                         FIRST          EXCESS OVER
                                    $350 MILLION OF   $350 MILLION OF
                                       AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS        NET ASSETS
---------                           ---------------   ---------------
Core Equity(1)...................       0.850%            0.750%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Core Equity Trust, a series of JHT, and the Core Equity Fund, a series of John Hancock Funds II, are included.

                                          FIRST        EXCESS OVER
                                      $1 BILLION OF   $1 BILLION OF
                                        AGGREGATE       AGGREGATE
PORTFOLIO                              NET ASSETS      NET ASSETS
---------                           ---------------   -------------
Global(1)........................        0.850%          0.800%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Global Trust, a series of JHT, the Global Fund, a series of John Hancock Funds II, the International Value Trust, a series of JHT, and the International Value Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN           BETWEEN
                                         FIRST        $150 MILLION AND   $500 MILLION AND     EXCESS OVER
                                    $150 MILLION OF    $500 MILLION OF    $2.5 BILLION OF   $2.5 BILLION OF
                                       AGGREGATE          AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   ----------------   ---------------
High Income Trust(1).............       0.725%             0.675%             .650%             .600%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the High Income Trust, a series of JHT, and the High Income Fund, a series of John Hancock Funds II, are included.

                                                          BETWEEN
                                         FIRST        $100 MILLION AND    EXCESS OVER
                                    $100 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE          AGGREGATE        AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   -------------
International Core(1)............       0.920%             0.895%           0.880%

(1) For the purposes of determining Aggregate Net Assets, the assets of the International Core Trust, a series of John Hancock Trust, the assets of the International Core Fund, a series of John Hancock Funds III, and the assets of the International Core Fund (formerly, the International Stock Fund), a series of John Hancock Funds II, are included.

249

                                                          BETWEEN
                                         FIRST        $100 MILLION AND    EXCESS OVER
                                    $100 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE          AGGREGATE        AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   -------------
International Growth(1)..........       0.920%             0.895%           0.880%

(1) For purposes of determining Aggregate Net Assets, the net assets of both the International Growth Trust, a series of JHT, the International Growth Fund, a series of John Hancock Funds III and the International Growth Fund, a series of John Hancock Funds II, are included.

                                                          BETWEEN
                                         FIRST        $750 MILLION AND     EXCESS OVER
                                    $750 MILLION OF    $1.5 BILLION OF   $1.5 BILLION OF
                                       AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   ---------------
International Opportunities(1)...       0.900%             0.850%            0.800%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the International Opportunities Trust, a series of JHT, and the International Opportunities Fund, a series of John Hancock Funds II, are included.

                                                          BETWEEN
                                         FIRST        $500 MILLION AND     EXCESS OVER
                                    $500 MILLION OF    $1 BILLION OF      $1 BILLION OF
                                       AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   ---------------
Large Cap Value(1)...............        0.825%             0.800%            0.775%

(1) For purposes of determining Aggregate Net Assets, the net assets of the Large Cap Value Trust, a series of John Hancock Trust, and the Large Cap Value Fund, a series of John Hancock Funds II, are included.

                                                         BETWEEN            BETWEEN
                                         FIRST       $50 MILLION AND   $100 MILLION AND     EXCESS OVER
                                    $50 MILLION OF   $100 MILLION OF    $250 MILLION OF   $250 MILLION OF
                                       AGGREGATE        AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS       NET ASSETS         NET ASSETS        NET ASSETS
---------                           --------------   ---------------   ----------------   ---------------
Short-Term Bond(1)...............       0.600%           0.600%             0.575%            0.550%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Short-Term Bond Trust, a series of JHT, and the Short-Term Fund, a series of John Hancock Funds II, are included.

                                         FIRST          EXCESS OVER
                                    $125 MILLION OF   $125 MILLION OF
                                       AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS        NET ASSETS
---------                           ---------------   ---------------
Small Company(1).................       1.050%            1.000%

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Small Company Trust, a series of JHT, and the Small Company Fund, a series of John Hancock Funds II, are included.

250

                                        FIRST       EXCESS OVER
PORTFOLIO                           $250 MILLION   $250 MILLION
---------                           ------------   ------------
Small Company Growth Trust(1)....       1.05%          1.00%

(1) When Aggregate Net Assets exceed $1 billion, the advisory fee for the Small Company Growth Trust is 1.00% on all assets. For purposes of determining Aggregate Net Assets, the net assets of: the Small Company Growth Trust and the All Cap Growth Trust, each a series of JHT, and of the Small Company Growth Fund and the All Cap Growth Fund, each a series of John Hancock Funds II, are included.

                                         FIRST      EXCESS OVER
                                      $1 BILLION     $1 BILLION
                                     OF AGGREGATE   OF AGGREGATE
PORTFOLIO                             NET ASSETS     NET ASSETS
---------                            ------------   ------------
Small Cap Intrinsic Value Trust..       0.900%         0.850%

                                                      BETWEEN        BETWEEN
                                                    $50 MILLION    $200 MILLION
                                         FIRST          AND            AND         EXCESS OVER
                                      $50 MILLION   $200 MILLION   $500 MILLION   $500 MILLION
                                     OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                             NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------                            ------------   ------------   ------------   -------------
Income Trust.....................        0.95%         0.915%         0.825%         0.800%

* Aggregate Net Assets include the net assets of the Income Trust, a series of John Hancock Trust, and the Income Fund, a series of John Hancock Funds II.

                                         FIRST       EXCESS OVER
                                     $500 MILLION   $500 MILLION
                                     OF AGGREGATE   OF AGGREGATE
PORTFOLIO                             NET ASSETS*    NET ASSETS*
---------                            ------------   ------------
Mid Cap Intersection Trust.......       0.875%         0.850%

* Aggregate Net Assets include the net assets of the Mid Cap Intersection Trust, a series of John Hancock Trust, and the Mid Cap Intersection Fund, a series of John Hancock Funds II.

                                         FIRST       EXCESS OVER
                                     $100 MILLION   $100 MILLION
                                     OF AGGREGATE   OF AGGREGATE
PORTFOLIO                             NET ASSETS*    NET ASSETS*
---------                            ------------   ------------
Emerging Markets Value Trust.....        1.00%         0.950%

* Aggregate Net Assets include the net assets of the Emerging Markets Value Trust, a series of John Hancock Trust, and the Emerging Markets Value Fund, a series of John Hancock Funds II.

ADVISORY FEE ON AFFILIATED FUND ASSETS

251

The Absolute Return Trust pays the Adviser a management fee. The management fee has two components: (a) a fee on assets invested in affiliated Funds ("Affiliated Fund Assets") and (b) a fee on assets not invested in affiliate Funds ("Other Assets"). Affiliated Funds are any fund of JHT, John Hancock Funds II and John Hancock Funds III, excluding the following John Hancock Trust funds:
Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Bond Index Trust B.

The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of the aggregate net assets of the Absolute Return Trust and the Absolute Return Fund, a series of John Hancock Funds II (collectively, the "Absolute Return Funds") determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of the Absolute Return Trust.

                                                           BETWEEN
                                         FIRST        $200 MILLION AND     EXCESS OVER
                                    $200 MILLION OF    $500 MILLION OF   $500 MILLION OF
                                       AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   ---------------
Absolute Return(1)...............       0.150%             0.1250%           0.100%

(1) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the Absolute Return Funds, determined in accordance witht the following schedule and that rate is applied to the Other Assets of the Absolute Return Trust.

ADVISORY FEE ON OTHER ASSTS

                                                           BETWEEN
                                         FIRST        $200 MILLION AND     EXCESS OVER
                                    $200 MILLION OF    $500 MILLION OF   $500 MILLION OF
                                       AGGREGATE          AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS         NET ASSETS        NET ASSETS
---------                           ---------------   ----------------   ---------------
Absolute Return..................       0.600%             0.575%            0.500%

The Founding Allocation Trust pays the Adviser a management fee.

The management fee has two components: (a) a fee on net assets invested in Affiliated Funds ("Affiliated Fund Assets") and (b) a fee on net assets not invested in Affiliated Funds ("Other Assets"). Affiliated Funds are any fund of John Hancock Trust, John Hancock Funds II and John Hancock Funds III excluding the following John Hancock Trust funds: Money Market Trust B, 500 Index Trust B, International Equity Index Trust B, Bond Index Trust B.

(a) The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of the net assets of the Founding Allocation Trust determined in accordance with the following schedule, and that rate is applied to the Affiliated Fund Assets of the Founding Allocation Trust.

ADVISORY FEE ON AFFILIATED FUND ASSETS

NET ASSETS OF THE FOUNDING ALLOCATION TRUST

   FIRST        EXCESS OVER
$500 MILLION   $500 MILLION
------------   ------------
  0.050%          0.040%

252

(b) The fee on Other Assets is stated as an annual percentage of the current value of the net assets of the Founding Allocation Trust determined in accordance with the following schedule, and that rate is applied to the Other Assets of the Founding Allocation Trust.

ADVISORY FEE ON OTHER ASSETS

NET ASSETS OF FOUNDING ALLOCATION TRUST

   FIRST        EXCESS OVER
$500 MILLION   $500 MILLION
------------   ------------
  0.500%          0.490%

253

                                         FIRST          EXCESS OVER
                                    $7.5 BILLION OF   $7.5 BILLION OF
                                       AGGREGATE         AGGREGATE
PORTFOLIO                            NET ASSETS(1)     NET ASSETS(1)
---------                           ---------------   ---------------
Lifestyle Aggressive.............        0.050%            0.040%
Lifestyle Growth.................        0.050%            0.040%
Lifestyle Balanced...............        0.050%            0.040%
Lifestyle Moderate...............        0.050%            0.040%
Lifestyle Conservative...........        0.050%            0.040%

(1) For purposes of determining Aggregate Net Assets, the net assets of:
Lifestyle Aggressive Trust, Lifestyle Growth Trust, Lifestyle Balanced Trust, Lifestyle Moderate Trust, and Lifestyle Conservative Trust, each a series of John Hancock Trust and Lifestyle Aggressive Fund, Lifestyle Growth Fund, Lifestyle Balanced Fund, Lifestyle Moderate Fund, Lifestyle Conservative Fund, each a series of John Hancock Funds II, are included.

254

FUNDS WHERE NET ASSETS NOT AGGREGATED WITH NET ASSETS OTHER FUNDS
FOR PURPOSES OF DETERMINING BREAKPOINTS

FUND               ALL ASSET LEVELS
----               ----------------
Active Bond             0.600%
Bond Index A            0.470%
Bond Index B            0.470
Classic Value           0.800%
Global Bond             0.700%
Index Allocation         0.05%
Managed Trust           0.690%
Mutual Shares           0.960%
Real Return Bond        0.700%
Special Value           0.950%
Total Return            0.700%

                                                         BETWEEN            BETWEEN            BETWEEN
                                         FIRST       $50 MILLION AND   $200 MILLION AND   $500 MILLION AND    EXCESS OVER
                                    $50 MILLION OF   $200 MILLION OF    $500 MILLION OF     $1 BILLION OF    $1 BILLION OF
                                       AGGREGATE        AGGREGATE          AGGREGATE          AGGREGATE        AGGREGATE
PORTFOLIO                             NET ASSETS        NET ASSETS        NET ASSETS         NET ASSETS       NET ASSETS
---------                           --------------   ---------------   ----------------   ----------------   -------------
All Cap Growth...................       0.850%            0.850%            0.850%             0.825%            0.800%
Growth & Income..................       0.675%            0.675%            0.675%             0.675%            0.675%

                                        FIRST               BETWEEN
                                     $1 BILLION    $1 BILLION AND $2 BILLION         EXCESS OVER
                                    OF AGGREGATE          OF AGGREGATE         $2 BILLION OF AGGREGATE
PORTFOLIO                            NET ASSETS*           NET ASSETS*                NET ASSETS*
---------                           ------------   -------------------------   -----------------------
U.S. Large Cap...................       0.825%               0.725%                     0.700%

                                                      BETWEEN        BETWEEN
                                                   $250 MILLION   $500 MILLION
                                       FIRST           AND             AND        EXCESS OVER
                                    $250 MILLION   $500 MILLION   $750 MILLION   $750 MILLION
                                    OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                           NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------                           ------------   ------------   ------------   ------------
Strategic Opportunities..........      0.780%         0.730%         0.680%         0.650%

* Aggregate Net Assets include the net assets of the Large Cap Trust and the Strategic Opportunities Trust, each a series of John Hancock Trust, and the Large Cap Fund, a series of John Hancock Funds II.

                                        FIRST       EXCESS OVER
PORTFOLIO                           $500 MILLION   $500 MILLION
---------                           ------------   ------------
Overseas Equity..................      0.990%         0.850%

                                                      BETWEEN           BETWEEN             BETWEEN
                                       FIRST      $50 MILLION AND   $200 MILLION AND   $500 MILLION AND   EXCESS OVER
PORTFOLIO                           $50 MILLION     $200 MILLION      $500 MILLION        $1 BILLION       $1 BILLION
---------                           -----------   ---------------   ----------------   ----------------   -----------
Income & Value...................      0.800%          0.800%            0.800%             0.750%          0.750%
Money Market B...................      0.500%          0.500%            0.500%             0.470%          0.470%
500 Index B......................      0.470%          0.470%            0.470%             0.460%          0.460%

255

                                        FIRST        EXCESS OF
PORTFOLIO                           $100 MILLION   $100 MILLION
---------                           ------------   ------------
International Equity Index B.....      0.550%         0.530%

                                                          BETWEEN            BETWEEN
                                         FIRST        $500 MILLION AND   $1 BILLION AND       EXCESS OF
                                    $500 MILLION OF     $1 BILLION OF    $2.5 BILLION OF   $2.5 BILLION OF
                                       AGGREGATE          AGGREGATE         AGGREGATE         AGGREGATE
PORTFOLIO                             NET ASSETS*        NET ASSETS*       NET ASSETS*       NET ASSETS*
---------                           ---------------   ----------------   ---------------   ---------------
U.S. Core Trust..................        0.780%            0.760%             0.750%            0.740%

* For the purposes of determining Aggregate Net Assets, the following net assets are included:

(a) the U.S. Core Trust, a series of John Hancock Trust,

(c) that portion of the net assets of the Managed Trust, a series of John Hancock Trust, that is managed by GMO.

(d) U.S. Core Fund, a series of John Hancock Funds III

(e) Growth & Income Fund, a series of John Hancock Funds II

(f) that portion of the net assets of the Managed Fund, a series of John Hancock Funds II, that is managed by GMO.

The following table presents the investment advisory fee paid by each portfolio of JHT for the year ended December 31, 2006.

[TO BE UPDATED]

                                             ADVISORY FEE AS A
PORTFOLIO                                      DOLLAR AMOUNT
---------                                    -----------------
500 Index Trust                                $  5,528,545
500 Index Trust B                                 3,819,670
All Cap Core Trust                                1,902,798
All Cap Growth Trust                              4,969,132
All Cap Value Trust                               3,232,395
American Asset Allocation Trust                 [_________]
American Blue Chip Income and Growth Trust              N/A
American Bond Trust                                     N/A
American Global Growth Trust                    [_________]
American Global Small Cap Trust                 [_________]
American Growth Trust                                   N/A
American Growth-Income Trust                            N/A
American High-Income Trust                      [_________]
American International Trust                            N/A
American New World Trust                        [_________]
Blue Chip Growth Trust                           17,653,311
Bond Index Trust A                                      N/A
Bond Index Trust B                                  681,312
Capital Appreciation Trust                        2,574,514
Classic Value Trust                                 171,189
Core Bond Trust                                   1,025,760
Core Equity Trust                                 4,052,636
Dynamic Growth Trust                              1,617,232
Emerging Growth Trust                             1,651,002
Emerging Small Company Trust                      4,540,570
Emerging Markets Value Trust                    [_________]
Equity Index Trust                                      N/A
Equity-Income Trust                              18,776,556
Financial Services Trust                          1,060,684
Founding Allocation Trust                       [_________]
Fundamental Value Trust                           7,610,909

256

Global Trust                                      3,031,854
Global Allocation Trust                           1,484,826
Global Bond Trust                                 6,283,587
Growth Trust                                            N/A
U.S. Core Trust)                                  8,444,839
Growth & Income Trust                            14,400,563
Growth Opportunities Trust                              N/A
Health Sciences Trust                             2,148,480
High Yield Trust                                  9,837,898
Income Trust                                    [_________]
Income & Value Trust                              5,073,198
International Equity Index Trust A                  489,900
International Equity Index Trust B                1,254,366
International Growth Trust                              N/A
International Opportunities Trust                 2,249,136
International Small Cap Trust                     5,159,926
International Core Trust                          6,442,455
International Value Trust                        10,236,581
Intrinsic Value Trust                                   N/A
Investment Quality Bond Trust                     2,554,482
Large Cap Trust                                     685,053
Large Cap Growth Trust                            4,571,869
Large Cap Value Trust                             1,869,079
Lifestyle Aggressive Trust                          356,179
Lifestyle Balanced Trust                          2,263,005
Lifestyle Conservative Trust                        326,399
Lifestyle Growth Trust                            2,218,616
Lifestyle Moderate Trust                            651,563
Managed Trust                                    13,851,727
Mid Cap Index Trust                               1,272,121
Mid Cap Intersection Trust                      [_________]
Mid Cap Stock Trust                               6,855,294
Mid Cap Value Trust                               5,825,921
Mid Value Trust                                   1,645,060
Money Market Trust                               10,844,737
Money Market Trust B                              1,964,984
Mutual Shares Trust                             [_________]
Natural Resources Trust                           6,966,033
Overseas Equity Trust                             2,431,998
Pacific Rim Trust                                   931,033
Quantitative All Cap Trust                        2,129,616
Quantitative Mid Cap Trust                          890,044
Quantitative Value Trust                          2,095,251
Real Estate Securities Trust                      7,953,455
Real Return Bond Trust                            4,301,354
Science & Technology Trust                        4,974,691
Short-Term Bond Trust                             1,373,402
Small Cap Trust                                   1,157,054
Small Cap Growth Trust                            2,355,220
Small Cap Value Trust                             2,720,962
Small Cap Index Trust                             1,206,536
Small Cap Intrinsic Value Trust                 [_________]
Small Cap Opportunities Trust                     3,676,573
Small Company Trust                                 830,515
Small Company Growth Trust                           90,453
Small Company Value Trust                         7,457,013
Special Value Trust                                 489,398
Spectrum Income Trust                               641,105
Strategic Bond Trust                              6,437,799
Strategic Income Trust                              186,613

257

Strategic Opportunities Trust                     3,609,519
Total Return Trust                               10,278,843
Total Stock Market Index Trust                    1,570,595
U.S. Global Leaders Growth Trust                  2,095,437
U.S. Government Securities Trust                  3,951,607
U.S. Large Cap Trust                              5,515,641
U.S. Multi Sector Trust                           1,016,405
Utilities Trust                                   1,034,470
Value Trust                                       2,168,619
Value and Restructuring Trust                       205,310
Value Opportunities Trust                               N/A
Vista                                                96,053
Total for all Portfolios                        320,960,008

ADVISORY FEE WAIVERS AND EXPENSE REIMBURSEMENTS

Advisory Fee Waiver for All Portfolios of JHT Except Those Noted Below. Effective January 1, 2006, the Adviser has agreed to waive its management fee for certain portfolios of JHT or otherwise reimburse the expenses of those portfolios (the "Participating Portfolios") as set forth below (the "Reimbursement"). The Participating Portfolios are all portfolios of JHT except the following:

The five Lifestyle Trusts
Absolute Return Trust
American Bond Trust
American Growth Trust
American International Trust
American Blue Chip Income and Growth Trust American Growth-Income Trust
American Global Growth Trust
American High-Income Trust
American New World Trust
American Global Small Capitalization Trust American Asset Allocation Trust
Money Market Trust B
500 Index Trust B
International Equity Index Trust B
Bond Index Trust B
Index Allocation Trust
Founding Allocation Trust

The Reimbursement will equal, on an annualized basis, 0.02% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $50 billion. The amount of the Reimbursement will be calculated daily and allocated among all the Participating Portfolios in proportion to the daily net assets of each portfolio. The Reimbursement may be terminated or modified at any time by the Adviser upon notice to JHT and approval of the Board of Trustees of JHT.

Blue Chip Growth, Equity-Income, Health Sciences, Mid Value, Science & Technology, Small Company Value, Spectrum Income and Real Estate Equity Trusts.

T. Rowe Price has voluntarily agreed to waive a portion of its subadvisory fee for the Blue Chip Growth Trust, Equity-Income Trust, Health Sciences Trust, Mid Value Trust, Science & Technology Trust, Small Company Value Trust, Spectrum Income Trust and Real Estate Equity Trust. This waiver is based on the combined average daily net assets of these portfolios and the following funds of John Hancock Funds II: Blue Chip Growth Fund, Equity-Income Fund, Health Sciences Fund, Science & Technology Fund, Small Company Value Fund, Spectrum Income Fund and Real Estate Equity Fund (collectively, the "T. Rowe Portfolios").

The percentage fee reduction prior to November 1, 2006 was as follows:

258

COMBINED AVERAGE DAILY NET ASSETS OF THE T. ROWE PORTFOLIOS

                                        FEE REDUCTION
                                    --------------------
                                     (AS A PERCENTAGE OF
                                    THE SUBADVISORY FEE)
First $750 million...............          0.00%
Over $750 million................           5.0%

As of November 1, 2006, the percentage reduction is as follows:

COMBINED AVERAGE DAILY NET ASSETS OF THE T. ROWE PORTFOLIOS

                                        FEE REDUCTION
                                    --------------------
                                     (AS A PERCENTAGE OF
                                    THE SUBADVISORY FEE)
First $750 million...............          0.00%
Next $750 million................           5.0%
Next $1.5 billion................           7.5%
Over $3 billion..................          10.0%

The Adviser has also voluntarily agreed to reduce the advisory fee for each T. Rowe Portfolio by the amount that the subadvisory fee is reduced.

This voluntary fee waiver may be terminated at any time by T. Rowe Price or the Adviser.

Global and International Value Trusts. Effective December 9, 2003, due to a decrease in the subadvisory fees for the Global Trust and the International Value Trust, the Adviser voluntarily agreed to waive its advisory fees so that the amount retained by the Adviser after payment of the subadvisory fees for each such portfolio does not exceed 0.35% (0.45% effective April 29, 2005) of the portfolio's average net assets. These advisory fee waivers may be terminated at any time.

Financial Services and Fundamental Value Trusts. The advisory fees for the Financial Services Trust and the Fundamental Value Trust currently are as follows:

                                                   BETWEEN
                                                 $50 MILLION
                                    FIRST $50        AND         EXCESS OVER
PORTFOLIO                            MILLION*   $500 MILLION*   $500 MILLION*
---------                           ---------   -------------   -------------
Financial Services...............     0.90%         0.85%           0.80%
Fundamental Value................     0.90%         0.85%           0.80%

* as a percentage of average annual net assets.

For periods prior to October 14, 2005, the Adviser voluntarily agreed to reduce its advisory fee for the Financial Services and Fundamental Value Trusts to the amounts shown below. These advisory fee waivers could be terminated at any time.

259

                                                   BETWEEN
                                                 $50 MILLION
                                    FIRST $50        AND         EXCESS OVER
PORTFOLIO                            MILLION*   $500 MILLION*   $500 MILLION*
---------                           ---------   -------------   -------------
Financial Services...............     0.85%         0.80%           0.75%
Fundamental Value................     0.85%         0.80%           0.75%

* as a percentage of average annual net assets.

Effective October 14, 2005, the advisory fees for the Financial Services Trust and the Fundamental Value Trust were lowered to the rates for the voluntary advisory fee waiver set forth above and the voluntary advisory fee waiver was eliminated. In addition, the administrative service agreement between the Adviser and Davis Selected Advisers, L.P. ("Davis"), the subadviser to these funds, whereby Davis paid the Adviser 0.05% of the average annual net assets of each of these funds (on an annualized basis) to defray a portion of the expense of providing continuing administrative services and investor support services to the Funds, was eliminated.

All Portfolios Except the Lifestyle Trusts, Absolute Return Trust, Index Allocation Trust, Money Market Trust B, 500 Index Trust B, International Index Trust B, Bond Index Trust B, American Bond Trust, American Growth Trust, American International Trust, American Blue Chip Income and Growth Trust and American Growth-Income Trust (the "Excluded Portfolios"). The Adviser has agreed to reduce its advisory fee for a class of shares of a portfolio of JHT in an amount equal to the amount by which the Expenses of such class of the portfolio exceed the Expense Limit set forth below and, if necessary, to remit to that class of the portfolio an amount necessary to ensure that such Expenses do not exceed that Expense Limit. "Expenses" means all the expenses of a class of a portfolio excluding: (a) advisory fees, (b) Rule 12b-1 fees, (c) transfer agency fees and service fees, (d) blue sky fees, (e) taxes, (f) portfolio brokerage commissions, (g) interest, and (h) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of JHT's business.

EXPENSE LIMIT (AS A PERCENTAGE OF THE AVERAGE ANNUAL NET ASSETS OF THE PORTFOLIO ATTRIBUTABLE TO THE CLASS)

- 0.050% in the case of the International Index Trust A and the 500 Index Trust,

- 0.075% in the case of the Small Cap Index Trust, the Mid Cap Index Trust, the Total Stock Market Index Trust and Bond Index Trust A,

- 0.75% in the case of the International Opportunities Trust, International Small Cap Trust, Global Trust, Global Bond Trust, International Value Trust, Overseas Equity Trust, International Core Trust, Global Real Estate Trust, International Small Company Trust and Pacific Rim Trust,

- 0.50% in the case of all other portfolios except the Excluded Portfolios noted above.

These expense limitations will continue in effect unless otherwise terminated by the Adviser upon notice to JHT. These voluntary expense limitations may be terminated any time.

Money Market Trust B, 500 Index Trust B, International Index Trust B and Bond Index Trust B. JHT sells these portfolios only to certain variable life insurance and variable annuity separate accounts of John Hancock Life Insurance Company and its affiliates. Each portfolio is subject to an expense cap pursuant to an agreement between JHT and the Adviser. The fees in the table reflect such expense cap. The expense cap is as follows: the Adviser has agreed to waive its advisory fee (or, if necessary, reimburse expenses of the portfolio) in an amount so that the rate of the portfolio's "Annual Operating Expenses" does not exceed the rate noted in the table below under "Net Trust Annual Expenses." A portfolio's "Annual Operating Expenses" includes all of its operating expenses including advisory fees and Rule 12b-1 fees, but excludes taxes, brokerage commissions, interest, litigation and indemnification expenses and extraordinary expenses of the portfolio not incurred in the ordinary course of the portfolio's business. Under the Agreement, the Adviser's obligation to provide the expense cap with respect to a particular portfolio will remain in effect until May 1, 2008 and will terminate after that date only if JHT, without the prior written consent of the Adviser, sells shares of the portfolio to (or has shares of the portfolio held by) any person other than the variable life insurance or variable annuity insurance separate accounts of John Hancock Life Insurance Company or any of its affiliates that are specified in the agreement.

260

                                    NET TRUST
                                      ANNUAL
TRUST PORTFOLIO                      EXPENSES
---------------                     ---------
Money Market Trust B ............     0.28%
Index 500 Trust B ...............     0.25%
International Equity Index
   Trust B ......................     0.34%
Bond Index Trust B ..............     0.25%

Index Allocation Trust. The Adviser has contractually agreed to reimburse expenses of the Index Allocation Trust that exceed 0.02% of the average annual net assets of the Index Allocation Trust (other than the Rule 12b-1 fees, class specific expenses (such as blue sky and transfer agency fees) and Underlying Portfolios expenses) until May 1, 2007. This reimbursement may be terminated any time after May 1, 2008.

Absolute Return Trust. The Adviser has agreed until May 1, 2008 to reduce its advisory fee for a class of shares of the Absolute Return Trust in an amount equal to the amount by which the Expenses of the class of the Absolute Return Trust exceed the Expense Limit set forth below and, if necessary, to remit to that class of the Absolute Return Trust an amount necessary to ensure that such expenses do not exceed that Expense Limit. "Expenses" means all the expenses of a class of the Absolute Return Trust excluding: (a) advisory fees, (b) Rule 12b-1 fees, (c) Underlying Portfolio expenses, (d) transfer agency fees and service fees, (e) taxes, (f) portfolio brokerage commissions, (g) interest, and
(h) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of JHT's business. This reimbursement may be terminated at any time after May 1, 2008.

Expense Limit:

- 0.05% of the average annual net assets of the Absolute Return Trust attributable to the class.

Founding Allocation Trust.

The Adviser has contractually agreed to reimburse expenses of the Founding Allocation Trust as noted below until May 1, 2008. This reimbursement may be terminated any time after May 1, 2008.

The advisory fee on Affiliated Fund Assets is 0% of Affiliated Fund Assets.

The advisory fee on Other Assets is:

                                        FIRST
                                    $500 MILLION   EXCESS OVER $500 MILLION
                                    ------------   ------------------------
Founding Allocation .............      0.450%               0.450%

SUBADVISORY ARRANGEMENTS AND MANAGEMENT BIOGRAPHIES

The Adviser has entered into subadvisory agreements with the subadvisers to the Funds. Under these agreements, the subadvisers manage the assets of the Funds, subject to the supervision of the Adviser and the Trustees of JHT. Each subadviser formulates a continuous investment program for each Fund it subadvises, consistent with the Fund's investment goal and strategy as described above. Each subadviser regularly reports to the Adviser and the Trustees of JHT with respect to the implementation of such programs. A discussion regarding the basis for the Board of Trustees' approval of each subadvisory agreement is available in the Fund's annual report to shareholders for the year ended December 31, 2006. A discussion regarding the basis for the Board of Trustees' approval of the subadvisory agreements for the Small Cap Intrinsic Value, Founding Allocation, Income, Mutual Shares, Mid Cap Intersection and Emerging Markets Value Trusts will be available in JHT's semi-annual report to shareholders for the six month period ended June 30, 2007.

SUBADVISORY FEES. Each subadviser is compensated by the Adviser, subject to Board approval, and not by the Fund or Funds which it subadvises.

261

Set forth below, alphabetically by subadviser, is information about the subadvisers and the portfolio managers for the Funds, including a brief summary of the portfolio managers' business careers over the past five years. The SAI includes additional details about the Funds' portfolio managers, including information about their compensation, accounts they manage other than the Funds and their ownership of Fund securities.

AIM CAPITAL MANAGEMENT, INC. ("AIM")

AIM is an indirect wholly owned subsidiary of A I M Management Group Inc., whose principal business address is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. AIM Management Group, Inc. is a holding company engaged in the financial services business and is a wholly owned subsidiary of AMVESCAP PLC. AMVESCAP PLC and its subsidiaries are an independent investment management group engaged in institutional investment management and retail mutual fund businesses in the United States, Europe and the Pacific Region. AIM, and/or its affiliates is the investment adviser for mutual funds, separately managed accounts, such as corporate and municipal pension plans, charitable institutions and private individuals.

FUND                                PORTFOLIO MANAGERS
----                                ------------------
All Cap Growth Trust*............   Lanny H. Sachnowitz
                                    Kirk L. Anderson
                                    James G. Birdsall
                                    Robert J. Lloyd

Small Company Growth Trust**.....   Juliet S. Ellis
                                    Juan R. Hartsfield

* The portfolio managers for the All Cap Growth Trust are assisted by the subadviser's Large/Multi-Cap Growth Team, which may be comprised of portfolio managers, research analysts and other investment professionals of the subadviser. Team members provide research support and make securities recommendations, but do not have day-to-day management responsibilities, with respect to the Fund's portfolio.

** The portfolio managers for the Small Company Growth Trust are similarly assisted by the subadviser's Small Cap Core/ Growth Team.

- Kirk L. Anderson. Portfolio Manager; associated with AIM and/or its affiliates since 1994.

- James G. Birdsall. Portfolio Manager; associated with AIM and/or its affiliates since 1995.

- Juliet S. Ellis. Senior Portfolio Manager; associated with AIM and/or its affiliates since 2004; formerly a Managing Director of JPMorgan Fleming Asset Management.

- Juan R. Hartsfield. Portfolio Manager; associated with AIM and/or its affiliates since 2004; formerly a co-portfolio manager in the JPMorgan Fleming Asset Management.

- Robert J. Lloyd. Portfolio Manager, associated with AIM/and or its affiliates since 2000; formerly an employee of American Electric Power (1997-2000).

- Lanny H. Sachnowitz. Senior Portfolio Manager; associated with AIM/and or its affiliates since 1987. As the lead manager for the All Cap Growth Fund, Mr. Sachnowitz generally has final authority over all aspects of the Fund's investment portfolio, including but not limited to purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment and the management of daily cash flows in accordance with portfolio holdings. The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("AMERICAN CENTURY")

American Century has been managing mutual funds since 1958. Its headquarters are located at 4500 Main Street, Kansas City, Missouri 64111.

FUND                                PORTFOLIO MANAGERS
----                                ------------------
Small Company Trust..............   William Martin
                                    Wilhelmine von Turk
                                    Thomas P. Vaiana
                                    Brian Ertley

Vista Trust......................   Glen A. Fogle
                                    David M. Holland

262

- Glenn A. Fogle. Senior Vice President and Senior Portfolio Manager; joined American Century in 1990; a portfolio manager since 1993.

- David M. Holland. Vice President and Portfolio Manager; joined American Century in 1998; a portfolio manager since 2004.

- William Martin. Senior Vice President and Senior Portfolio Manager; joined American Century in 1989; a portfolio manager since 2004.

- Wilhelmine von Turk. Vice President and Senior Portfolio Manager; joined American Century in November 1995; a portfolio manager since 2000.

- Thomas P. Vaiana. Vice President and Portfolio Manager; joined American Century in February 1997; a portfolio manager since 2000.

- Brian Ertley. Portfolio Manager and Senior Quantitative Analyst; joined American Century in 1998; a portfolio manager since 2006.

BLACKROCK INVESTMENT MANAGEMENT, LLC ("BLACKROCK")

BlackRock is an idirect, wholly owned subsidiary of BlackRock, Inc. BlackRock's offices are located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. BlackRock, Inc. is owned approximately 49% by Merrill Lynch & Co. ("ML & Co."), approximately 34% by The PNC Financial Services Group, Inc. ("PNC") and approximately 17% by employees and public shareholders. PNC is a diversified financial services organization with headquarters at 249 Fifth Avenue, One PNC Plaza, Pittsburgh, Pennsylvania 15222. ML & Co. is a financial services holding company with offices at World Financial Center, North Tower, 250 Vesey Street, New York, NY 10080. ML & Co. and PNC may be deemed "controlling persons" (as defined in the 1940 Act) of BlackRock, Inc. because of their ownership of the voting securities of BlackRock or their power to exercise a controlling influence over its management or policies.

FUND                                PORTFOLIO MANAGERS
----                                ------------------
Large Cap Value Trust............   Robert Doll

- Robert Doll. Senior Portfolio Manager; 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") and its affiliates from 2005 to 2006; President and Chief Investment Officer of MLIM and Fund Asset Management, L.P. from 2001 to 2006.

CAPITAL GUARDIAN TRUST COMPANY ("CGTC")

CGTC is located at 333 South Hope Street, Los Angeles, California 90071. CGTC is a wholly-owned subsidiary of Capital Group International, Inc. which itself is a wholly-owned subsidiary of The Capital Group Companies, Inc. CGTC has been providing investment management services since 1968.

CGTC uses a multiple portfolio manager system in managing the portfolio's assets. Under this approach, the portfolio of a fund is divided into segments managed by individual managers. Each manager's role is to decide how their respective segment will be invested by selecting securities within the limits provided by the portfolio's objectives and policies. CGTC's investment committee oversees this process. In addition, CGTC's investment analysts also may make investment decisions with respect to a portion of a fund's portfolio. Certain portfolio managers may also have investment analyst responsibilities with respect to specific research coverage.

FUND                                PORTFOLIO MANAGERS
----                                ------------------
U.S. Large Cap Trust.............   Multi-Manager System 1
Overseas Equity Trust............   Multi-Manager System 2
Income & Value Trust.............   Multi-Manager System 3

263

MULTI-MANAGER SYSTEM 1:
PORTFOLIO MANAGER                            LENGTH OF SERVICE                         BUSINESS EXPERIENCE
TITLE, COMPANY AFFILIATION               WITH CGTC OR AN AFFILIATE                   DURING THE PAST 5 YEARS
--------------------------             -----------------------------   ---------------------------------------------------
Terry Berkemeier                       14 years                        Portfolio Manager selecting equity securities
Senior Vice President, CGTC

Michael R. Ericksen                    19 years                        Portfolio Manager selecting equity securities
Director and Senior Vice President,
CGTC

David I. Fisher                        36 years                        Portfolio Manager selecting equity securities
Chairman of the Board, CGTC

Karen A. Miller                        15 years                        Portfolio Manager selecting equity securities
Director and Senior Vice President,
CGTC

Theodore R. Samuels                    24 years                        Portfolio Manager selecting equity securities
Director and Senior Vice President,
CGTC

Eugene P. Stein                        33 years                        Portfolio Manager selecting equity securities
Vice Chairman, CGTC

Alan J. Wilson                         15 years                        Portfolio Manager selecting equity securities
Director and Senior Vice President,
CGTC

MULTI-MANAGER SYSTEM 2:
PORTFOLIO MANAGER                            LENGTH OF SERVICE                         BUSINESS EXPERIENCE
TITLE, COMPANY AFFILIATION               WITH CGTC OR AN AFFILIATE                   DURING THE PAST 5 YEARS
--------------------------             -----------------------------   ---------------------------------------------------
David I. Fisher                        36 years                        Portfolio Manager selecting equity securities
Chairman of the Board [CGTC]

Arthur J. Gromadzki                    19 years                        Portfolio Manager selecting equity securities
Director and Senior Vice
President of Capital International
Research, Inc., an affiliate of
CGTC

Richard N. Havas                       19 years                        Portfolio Manager selecting equity securities
Senior Vice President of Capital
International Research, Inc, an
affiliate of CGTC

Seung Kwak                             3 years, 17 years with Zurich   Portfolio Manager selecting equity securities

264

Senior Vice President for Capital      Scudder Investments
International K.K., an affiliate of
CGTC

Nancy J. Kyle                          15 years                        Portfolio Manager selecting equity securities
Vice Chairman, CGTC

John M.N. Mant                         15 years                        Portfolio Manager selecting equity securities
Executive Vice President of
Capital International Research,
Inc., an affiliate of CGTC

Lionel M. Sauvage                      18 years                        Portfolio Manager for equity securities
Director and Senior Vice
President, CGTC

Nilly Sikorsky                         43 years                        Portfolio Manager selecting equity securities
Chairman of Capital International
S.A., an affiliate of CGTC

Rudolf M. Staehelin                    24 years                        Portfolio Manager for equity securities
Senior Vice President of Capital
International Research, Inc., an
affiliate of CGTC

MULTI-MANAGER SYSTEM 3:
PORTFOLIO MANAGER                            LENGTH OF SERVICE                         BUSINESS EXPERIENCE
TITLE, COMPANY AFFILIATION               WITH CGTC OR AN AFFILIATE                   DURING THE PAST 5 YEARS
--------------------------             -----------------------------   ---------------------------------------------------
Terry Berkemeier                       14 years                        Portfolio Manager selecting equity securities
Vice President, CGTC

Christine Cronin                       9 years                         Portfolio Manager selecting fixed income securities
Vice President of Capital
Research Company, an affiliate
of CGTC

Michael R. Ericksen                    19 years                        Portfolio Manager selecting equity securities
Director and Senior Vice
President, CGTC

David I. Fisher                        36 years                        Portfolio Manager selecting equity securities
Chairman of the Board, CGTC

Michael D. Locke                       10 years                        Portfolio Manager selecting fixed income securities
Vice President of Capital
Research Company, an affiliate
of CGTC

Karen A. Miller                        15 years                        Portfolio Manager selecting equity securities
Director and Senior Vice
President CGTC

James R. Mulally                       26 years                        Portfolio Manager selecting fixed income securities
Director and Senior Vice

265

President, CGTC

Wesley K.-S. Phoa                      7 years                         Fixed-Income Quantitative
Vice President, CGTC

Theodore R. Samuels                    24 years                        Portfolio Manager selecting equity securities
Director and Senior Vice
President, CGTC

Eugene P. Stein                        33 years                        Portfolio Manager selecting equity securities
Vice Chairman,
CGTC

Alan J. Wilson                         14 years                        Portfolio Manager selecting equity securities
Director and Senior Vice
President, CGTC

CAPITAL RESEARCH MANAGEMENT COMPANY ("CRMC")

CRMC is located at 333 South Hope Street, Los Angeles, California 90071. CRMC is a wholly-owned subsidiary of Capital Group International, Inc. which itself is a wholly-owned subsidiary of The Capital Group Companies, Inc. CRMC has been providing investment management services since 1968.

CRMC uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors. Counselors decide how their respective segments will be invested, within the limits provided by a fund's objective(s) and policies and by CRMC's investment committee. In addition, CRMC's investment analysts may make investment decisions with respect to a portion of a fund's portfolio.

The primary individual portfolio counselors for each of the funds are:

                                                        PRIMARY TITLE WITH
                                                      INVESTMENT ADVISER (OR
 PORTFOLIO COUNSELOR                                AFFILIATE) AND INVESTMENT
 FOR THE SERIES/TITLE      PORTFOLIO COUNSELOR          EXPERIENCE DURING       PORTFOLIO COUNSELOR'S ROLE IN
   (IF APPLICABLE)      EXPERIENCE IN THE FUND(S)        PAST FIVE YEARS          MANAGEMENT OF THE FUND(S)
---------------------   -------------------------   -------------------------   -----------------------------
JAMES K. DUNTON         Growth-Income Fund -- 23    Senior Vice President and   Serves as an equity portfolio
VICE CHAIRMAN OF THE    years  (since the fund's    Director, CRMC              counselor for Growth-Income
BOARD                   inception)                                              Fund and Blue Chip Income and
                        Blue Chip Income and        Investment professional     Growth Fund
                        Growth Fund -- 6 years      for 45 years, all with
                        (since the fund's           CRMC or affiliate
                        inception)

DONALD D. O'NEAL        Growth-Income Fund -- 2     Senior Vice President and   Serves as an equity portfolio
PRESIDENT AND TRUSTEE   years                       Director, CRMC              counselor for Growth-Income
                                                                                Fund
                                                    Investment professional
                                                    for 22 years, all with
                                                    CRMC or affiliate

ALAN N. BERRO           Asset Allocation Fund --    Vice President, CRMC        Serves as an equity portfolio
SENIOR VICE PRESIDENT   7 years                                                 counselor for Asset
                                                                                Allocation Fund
                                                    Investment professional
                                                    for 21 years in total; 16
                                                    years with CRMC or
                                                    affiliate

ABNER D. GOLDSTINE      Bond Fund -- 11 years       Senior Vice President and   Serves as a fixed-income
SENIOR VICE PRESIDENT   (since the fund's           Director, CRMC              portfolio counselor for Bond
                        inception) High-Income      Investment professional     Fund and High-Income Bond
                        Bond Fund -- 9 years        for 55 years in total; 40   Fund
                                                    years with CRMC or
                                                    affiliate

266

JOHN H. SMET            Bond Fund -- 11 years       Senior Vice President,      Serves as a fixed-income
SENIOR VICE PRESIDENT   (since the fund's           CRMC                        portfolio counselor for Bond
                        inception)                                              Fund and U.S.
                                                    Investment professional     Government/AAA-Rated
                                                    for 25 years in total; 24   Securities Fund
                                                    years with CRMC or
                                                    affiliate

CLAUDIA P. HUNTINGTON   Growth-Income Fund -- 13    Senior Vice President,      Serves as an equity portfolio
VICE PRESIDENT          years (plus 5 years of      CRMC                        counselor for Growth-Income
                        prior experience as an                                  Fund
                        investment analyst for      Investment professional
                        the fund)                   for 34 years in total; 32
                                                    years with CRMC or
                                                    affiliate

ROBERT W. LOVELACE      Global Growth Fund -- 10    Chairman, Capital           Serves as an equity portfolio
VICE PRESIDENT          years (since the fund's     Research Company            counselor for Global Growth
                        inception)                                              Fund and New World Fund and a
                        International Fund -- 13    Investment professional     non-U.S. equity portfolio
                        years                       for 22 years, all with      counselor for International
                                                    CRMC or affiliate           Fund

                        New World Fund -- 8 years
                        (since the fund's
                        inception)

SUSAN M. TOLSON         High-Income Bond Fund --    Senior Vice President,      Serves as a fixed-income
VICE PRESIDENT          12 years (plus 2 years of   Capital Research Company    portfolio counselor for
                        prior experience as an                                  High-Income Bond Fund and
                        investment analyst for      Investment professional     Asset Allocation Fund
                        the fund)                   for 19 years in total; 17
                        Asset Allocation Fund --    years with CRMC or
                        7 years                     affiliate

DAVID C. BARCLAY        High-Income Bond Fund --    Senior Vice President,      Serves as a fixed-income
                        14 years                    CRMC                        portfolio counselor for
                        New World Fund -- 8 years                               High-Income Bond Fund, New
                        (since the fund's           Investment professional     World Fund and Bond Fund
                        inception)                  for 26 years in total; 19
                        Bond Fund -- 9 years        years with Capital
                                                    Research and Management
                                                    Company or affiliate

DONNALISA BARNUM        Growth Fund -- 4 years      Senior Vice President,      Serves as an equity portfolio
                                                    Capital Research Company    counselor for Growth Fund

                                                    Investment professional
                                                    for 26 years in total; 21
                                                    years with CRMC or
                                                    affiliate

GORDON CRAWFORD         Global Small                Senior Vice President,      Serves as an equity portfolio
                        Capitalization Fund --      CRMC                        counselor for Global Small
                        9 years (since the fund's                               Capitalization Fund, Growth
                        inception)                  Investment professional     Fund and Global Discovery
                        Growth Fund -- 13 years     for 36 years, all with      Fund
                        (plus 5 years of prior      CRMC or affiliate
                        experience as an
                        investment analyst for
                        the fund)

MARK H. DALZELL         Bond Fund -- 2 year         Senior Vice President,      Serves as a fixed-income
                                                    Capital Research Company    portfolio counselor for Bond
                                                                                Fund and Global Bond Fund
                                                    Investment professional
                                                    for 29 years in total; 19
                                                    years with CRMC or
                                                    affiliate

267

                                                        PRIMARY TITLE WITH
                                                      INVESTMENT ADVISER (OR
 PORTFOLIO COUNSELOR                                AFFILIATE) AND INVESTMENT
 FOR THE SERIES/TITLE      PORTFOLIO COUNSELOR          EXPERIENCE DURING       PORTFOLIO COUNSELOR'S ROLE IN
   (IF APPLICABLE)      EXPERIENCE IN THE FUND(S)        PAST FIVE YEARS          MANAGEMENT OF THE FUND(S)
---------------------   -------------------------   -------------------------   -----------------------------
MARK E. DENNING         Global Small                Director, Capital           Serves as an equity portfolio
                        Capitalization Fund -- 9    Research and Management     counselor (primarily
                        years (since the fund's     Company                     non-U.S.) for Global Small
                        inception)                                              Capitalization Fund

                                                    Investment professional
                                                    for 25 years, all with
                                                    CRMC or affiliate

J. BLAIR FRANK          Global Small                Vice President, Capital     Serves as an equity portfolio
                        Capitalization Fund -- 4    Research Company            counselor for Global Small
                        years                                                   Capitalization Fund
                                                    Investment professional
                                                    for 14 years in total; 13
                                                    years with CRMC or
                                                    affiliate

NICK J. GRACE           Global Growth Fund -- 5     Senior Vice President,      Serves as an equity portfolio
                        years (plus 4 years of      Capital Research Company    counselor for Global Growth
                        prior experience as an                                  Fund
                        investment analyst for      Investment professional
                        the fund)                   for 17 years in total; 13
                                                    years with CRMC or
                                                    affiliate

J. DALE HARVEY          Blue Chip Income and        Vice President, Capital     Serves as an equity portfolio
                        Growth Fund -- 2 year       Research and Management     counselor for Blue Chip
                                                    Company                     Income and Growth Fund

                                                    Investment professional
                                                    for 18 years in total; 16
                                                    years with CRMC or
                                                    affiliate

ALWYN W. HEONG          International Fund -- 11    Senior Vice President and   Serves as a non-U.S. equity
                        years                       Director, Capital           portfolio counselor for
                                                    Research Company            International Fund

                                                    Investment professional
                                                    for 19 years in total; 15
                                                    years with CRMC or
                                                    affiliate

GREGG E. IRELAND        Growth Fund -- 1 year       Senior Vice President,      Serves as an equity portfolio
                                                    Capital Research and        counselor for Growth Fund
                                                    Management Company

                                                    Investment professional
                                                    for 34 years, all with
                                                    CRMC or affiliate

CARL M. KAWAJA          New World Fund -- 8 years   Senior Vice                 Serves as an equity portfolio
                        (since the fund's           President, Capital          counselor for New World Fund
                        inception)                  Research Company

                                                    Investment professional
                                                    for 19 years in total; 16
                                                    years with Capital
                                                    Research and Management
                                                    Company or affiliate

MICHAEL T. KERR         Asset Allocation Fund --    Vice President, Capital     Serves as an equity portfolio
                        2

268

                        years Growth Fund -- 2      Research and Management     counselor for Asset
                        years                       Company                     Allocation Fund and Growth
                                                                                Fund

                                                    Investment professional
                                                    for 24 years in total; 22
                                                    years with CRMC or
                                                    affiliate

SUNG LEE                International Fund -- 1     Executive Vice President    Serves as a non-U.S. equity
                        year                        and Director, Capital       portfolio counselor for
                                                    Research Company            International Fund

                                                    Investment professional
                                                    for 13 years, all with
                                                    CRMC or affiliate

RONALD B. MORROW        Growth Fund -- 4 years      Senior Vice President,      Serves as an equity portfolio
                        (plus 6 years of prior      Capital Research Company    counselor for Growth Fund
                        experience as an
                        investment analyst for      Investment professional
                        the fund)                   for 39 years in total; 10
                                                    years with CRMC or
                                                    affiliate

JAMES R. MULALLY        Asset Allocation Fund --    Senior Vice President,      Serves as a fixed-income
                        1 year                      Capital International       portfolio counselor for Asset
                                                    Limited                     Allocation Fund

                                                    Investment professional
                                                    for 31 years in total; 27
                                                    years with CRMC or
                                                    affiliate

                                                        PRIMARY TITLE WITH
                                                      INVESTMENT ADVISER (OR
 PORTFOLIO COUNSELOR                                AFFILIATE) AND INVESTMENT
 FOR THE SERIES/TITLE      PORTFOLIO COUNSELOR          EXPERIENCE DURING       PORTFOLIO COUNSELOR'S ROLE IN
   (IF APPLICABLE)      EXPERIENCE IN THE FUND(S)        PAST FIVE YEARS          MANAGEMENT OF THE FUND(S)
---------------------   -------------------------   -------------------------   -----------------------------
C. ROSS SAPPENFIELD     Growth-Income Fund -- 8     Vice President, Capital     Serves as an equity portfolio
                        years Blue Chip Income      Research and Management     counselor for Growth-Income
                        and Growth Fund -- 6        Company                     Fund and Blue Chip Income and
                        years (since the fund's                                 Growth Fund
                        inception)                  Investment professional
                                                    for 15 years, all with
                                                    CRMC or affiliate

CHISTOPHER M. THOMSEN   International Fund - 1      Vice President, Capital     Serves as a non-U.S.
                        year                        Research Company            portfolio counselor for
                                                                                International Fund
                                                    Investment professional
                                                    for 10 years, all with
                                                    CRMC or affiliate

STEVEN T. WATSON        Global Growth Fund -- 4     Senior Vice President and   Serves as an equity portfolio
                        years (plus 4 years of      Director, Capital           counselor for Global Growth
                        prior experience as an      Research Company            Fund and Global Growth and
                        investment analyst for                                  Income Fund
                        the fund)                   Investment professional
                                                    for 20 years in total; 17
                                                    years with CRMC or
                                                    affiliate

PAUL A. WHITE           Global Growth Fund - 2      Senior Vice President,        Serves as an equity portfolio
                        years (plus 5 years of      Capital Research Company      counselor for the Global
                        prior experience as an                                    Growth Fund
                        investment analyst for      Investment professional
                        the fund)                   for 9 years; 8 years with
                                                    CRMC or affiliate

269

Additional information regarding the portfolio managers' compensation, management of other accounts, and ownership of securities in The American Funds Insurance Series can be found in the Statement of Additional Information.

CLEARBRIDGE ADVISORS, LLC ("CLEARBRIDGE")

ClearBridge, with offices at 399 Park Avenue, New York, New York 10022, is a recently-organized investment adviser that has been formed to succeed to the equity securities portfolio management business of Citigroup Asset Management, which was acquired by Legg Mason, Inc. in December 2005. ClearBridge is a wholly-owned subsidiary of Legg Mason, Inc.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Special Value Trust..................   Peter J. Hable

- Peter J. Hable is a Managing Director and Senior Portfolio Manager at ClearBridge Advisors. Mr. Hable has 23 years of investment industry experience. Presently, Mr. Hable is the fund manager for Legg Mason Partners Small Cap Value Fund and co-manager for Legg Mason Partners Fundamental Value Fund.

DAVIS SELECTED ADVISERS, L.P. ("DAVIS")

Davis was organized in 1969 and serves as the investment adviser for all of the Davis Funds, other mutual funds and other institutional clients. The sole general partner of Davis is Davis Investments, LLC, which is controlled by Christopher C. Davis. Davis is located at 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Financial Services Trust.............   Christopher C. Davis
                                        Kenneth Charles Feinberg

Fundamental Value Trust..............   Christopher C. Davis
                                        Kenneth Charles Feinberg

- Christopher C. Davis. Chairman; a Director, President or Vice President of each of the Davis Funds; a portfolio manager with Davis since 1995.

- Kenneth Charles Feinberg. Co-Portfolio Manager; joined Davis in 1992; has co-managed other equity funds advised by Davis and also served as a research analyst.

DECLARATION MANAGEMENT & RESEARCH, LLC ("DECLARATION")

Declaration is a Delaware limited liability company located at 1800 Tysons Boulevard, Suite 200, McLean, Virginia 22102-4858. Declaration is an indirect wholly owned subsidiary of John Hancock Life Insurance Company ("JHLICO"). JHLICO is located at 200 Clarendon Street, Boston, Massachusetts 02117 and is an indirect wholly owned subsidiary of MFC based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Active Bond Trust....................   Peter Farley
                                        James E. Shallcross

Managed Trust........................   Peter Farley
                                        James E. Shallcross

Short-Term Bond Trust................   Peter Farley
                                        James E. Shallcross

Bond Index Trust A...................   Peter Farley
                                        James E. Shallcross

Bond Index Trust B...................   Peter Farley
                                        James E. Shallcross

270

- Peter Farley, CFA (since 2005). Mr. Farley joined Declaration in 1996 and is a Senior Vice President. He manages Active Core portfolios, Corporate CDO products and oversees CMBS/CRE CDO Trading and Research.

- James E. Shallcross. (since 2005). Mr. Shallcross joined Declaration in 1991 and is an Executive Vice President and the Director of Portfolio Management. He oversees the management of all portfolios, supervises the investment staff, sits on the Investmetn Committee and is a firm principal.

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC. ("DIMA")

DIMA, located at 345 Park Avenue, New York, New York 10154, is an indirect wholly-owned subsidiary of Deutsche Bank AG, an international commercial and investment banking group that is engaged in a wide range of financial services, including investment management, mutual fund, retail, private and commercial banking, investment banking and insurance. DIMA provides a full range of investment advisory services to retail and institutional clients.

DIMA RREEF, located at The Hancock Building, 875 N. Michigan Ave, 41st Floor, Chicago, IL 60611, is an indirect wholly-owned subsidiary of Deutsche Bank AG. Other entities in the corporate chain of control of which RREEF America L.L.C. is a direct or indirect wholly-owned subsidiary include Deutsche Bank Americas Holding Corp. and Taunus Corporation. DIMA RREEF has provided real estate investment management services to institutional investors since 1975.

RREEF Global Advisers Limited ("RREEF GA"), whose registered address is Winchester House, 1 Great Winchester Street, London, EC2N 2DB, is a wholly owned subsidiary of Deutsche Asset Management Group Limited, the holding company of the UK asset management businesses comprising, RREEF Limited, DB Absolute Return Strategies Limited and RREEF GA, It is an indirect wholly-owned subsidiary of Deutsche Bank AG, an international commercial and investment banking group. The UK asset management business has provided real estate investment management services to institutional investors for over 20 years.

Deutsche Investments Australia Limited, an investment management affiliate of DIMA located at Level 21, 83 Clarence Street, Sydney Australia, NSW 2000. Deutsche Investments Australia Limited has been a registered investment adviser since 2000.

Deutsche Asset Management (Hong Kong) Limited, an investment management affiliate of DIMA located at 55/F Cheung Kong Centre, 2 Queen's Road Central, Hong Kong. Deutsche Asset Management (Hong Kong) Limited has provided investment management services since 1999.

Deutsche Asset Management International GMBH, an investment management affiliate of DIMA located at Mainzer Landstrasse 178-190, Frankfurt AM Main, Germany, 60327. Deutsche Asset Management International GMBH has been a registered investment adviser since 1983.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
All Cap Core Trust...................   Julie Abbett
                                        Jin Chen
                                        Robert Wang

Dynamic Growth Trust.................   Robert Janis

Global Real Estate Trust.............   John F. Robertson
                                        Daniel Ekins
                                        John Hammond
                                        Kurt Klauditz
                                        William Leung
                                        John W. Vojticeck

271

Real Estate Securities Trust.........   Jerry W. Ehlinger
                                        John F. Robertson
                                        John W. Vojticek
                                        Asad Kazim

Lifestyle Trusts.....................   [__________]

- Julie Abbett. Director and Senior Portfolio Manager for Global Quantitative Equity; joined DIMA in 2000; previously a consultant with equity trading services for BARRA, Inc. and a product developer at FactSet Research.

- Jin Chen. Director and Senior Portfolio Manager for Global Quantitative Equity - Joined DIMA in 1999, previously a portfolio manager for Absolute Return Strategies, after four years of experience as a fundamental equity analyst and portfolio manager of various funds in U.S. large and small cap equities at Thomas White Asset Management.

- Daniel Ekins, Managing Director; joined DIMA in 1997.

- Robert Wang. Managing Director and Global head of Quantitative Strategies - Joined DIMA in 1995 as senior fixed-income portfolio manager after 13 years of experience at J.P. Morgan and Co. trading fixed-income, derivatives and foreign exchange products.

- Jerry W. Ehlinger. Managing Director - Joined DIMA in 2004 after 9 years experience as Senior Vice President at Heitman Real Estate Investment Management and at Morgan Stanley as senior research associate covering REITS.

- John Hammond, Managing Director; joined DIMA in 2004 and has over 13 years of industry experience.

- Robert Janis. Managing Director; joined DIMA in 2004; previously portfolio manager for 10 years at Credit Suisse Asset Management (or its predecessor, Warburg Pincus Asset Management).

- John F. Robertson, CFA, Managing Director, head of North American Real Estate Securities; joined DIMA in 1997.

- John W. Vojticek. Partner - Re-joined DIMA in September 2004. Prior to that, Mr. Vojticek was a Principal at KG Redding and Associates and Managing Director of DIMA.

- Asad Kazim. Vice President of DIMA - Joined DIMA in 2002 and has over six years of industry experience, formerly as a Financial Analyst at Clarion CRA Securities.

- Kurt Klauditz, Director and Head of Liquid Assets and Financing; joined DIMA in 2000 and has over 15 years of industry experience.

- William Leung, Vice President; joined DIMA in 2000 after spending three years with Merrill Lynch and one year at UBS Warburg primarily focusing on equity research in Hong Kong and China.

DIMENSIONAL FUND ADVISORS ("DIMENSIONAL")

Dimensional was organized in May 1981 as "Dimensional Fund Advisors, Inc.", a Delaware corporation, and in November 2006, it converted its legal name and organizational form to "Dimensional Fund Advisors LP," a Delaware limited partnership. Dimensional is engaged in the business of providing investment management services. Dimensional is located at 1299 Ocean Avenue, Santa Monica, CA 90401. Since its organization, Dimensional has provided investment management services primarily to institutional investors and mutual funds.

Dimensional uses a team approach. The investment team includes the Investment Committee of Dimensional, portfolio managers and other trading personnel. The Investment Committee is composed primarily of certain officers and directors of Dimensional who are appointed annually. Investment decisions are made by the Investment Committee, which meets on a regular basis and also as needed to consider investment issues. The Investment Committee also sets and reviews all investment related policies and procedures and approves any changes in regards to approved countries, security types and brokers.

In accordance with the team approach, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily decisions regarding Fund management, including running buy and sell programs based on the parameters established by the Investment Committee. Karen E. Umland coordinates the efforts of all other portfolio managers with respect to international equity portfolios. For this reason, Dimensional has identified Ms. Umland as primarily responsible for coordinating the day-to-day management of the Fund.

FUND                                    PORTFOLIO MANAGER
----                                    -----------------
International Small Company Trust....   Karen E. Umland
Emerging Markets Value Trust.........   Karen E. Umland

272

- Karen E. Umland, Vice President; joined Dimensional in 1993.

FRANKLIN ADVISERS

Franklin Advisers is located at One Franklin Parkway, San Mateo, California 94403. Franklin Advisers is a direct wholly owned subsidiary of Franklin Resources, Inc.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Income Trust.........................   Edward D. Perks, CFA
                                        Charles B. Johnson

- Edward D. Perks is a senior vice president and director of Global Core/Hybrid Portfolio Management for Franklin Advisers. Mr. Perks is co-lead portfolio manager for the fund. Mr. Perks joined Franklin Templeton Investments in 1992.

- Charles B. Johnson is Chairman of Franklin Resources, Inc. He joined Franklin Templeton Investments in 1957.

FRANKLIN MUTUAL ADVISERS ("FRANKLIN MUTUAL")

Franklin Mutual is located at 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078. Franklin Mutual is an indirect wholly owned subsidiary of Franklin Resources, Inc.

FUND                                    PORTFOLIO MANAGER
----                                    -----------------
Mutual Shares Trust..................   Peter.Langerman
                                        F. David Segal, CFA
                                        Deborah A. Turner, CFA

- Peter Langerman is President, Chief Executive Officer of Franklin Mutual. Mr. Langerman rejoined Franklin Templeton Investments in 2005. He has been co-portfolio manager of the fund since its inception. He joined Franklin Templeton Investments in 1996, serving in various capacities, including President and Chief Executive Officer of Franklin Mutual before leaving in 2002 and serving as director of New Jersey's Division of Investment, overseeing employee pension funds. Between 1986 and 1996, Mr. Langerman was employed at Heine Securities Corporation.

- F. David Segal has been co-portfolio manager of the fund since its inception. Prior to joining Franklin Templeton Investments in 2002, he was an analyst in the Structured Finance Group of Metlife for the period 1999 - 2002.

- Deborah A. Turner has been the assistant portfolio manager of the fund since its inception. She has been with Franklin Templeton Investments since 1996. Between 1993-1996, Ms. Turner was employed at Heine Securities Corporation.

GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC ("GMO")

GMO, with offices at 40 Rowes Wharf, Boston, Massachusetts 02110, is a private company founded in 1977 that provides investment advisory services to, among others, the GMO Funds. As of [December 31, 2006], GMO managed on a worldwide basis more than $127 billion for institutional investors such as pension plans, endowments and foundations.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Growth Trust.........................   U.S. Quantitative Investment Division
Growth Opportunities Trust...........   U.S. Quantitative Investment Division
International Growth Trust...........   International Quantitative Investment Division
Intrinsic Value Trust................   U.S. Quantitative Investment Division
Managed Trust........................   U.S. Quantitative Investment Division
U.S. Multi Sector Trust..............   U.S. Quantitative Investment Division
Value Opportunities Trust............   U.S. Quantitative Investment Division
U.S. Core Trust......................   U.S. Quantitative Investment Division
International Core Trust.............   International Quantitative Investment Division

273

U.S. Quantitative Investment Division. Day-to-day management of the Funds is the responsibility of the Division. The Division's members work collaboratively to manage the Fund, and no one person is primarily responsible for day-to-day management. The member of the Division responsible for managing the implementation and monitoring the overall portfolio management of the Fund is:

- Sam Wilderman. Senior member of the division: joined GMO in 1996 and has served as co-director of U.S. equity management since 2005 and director of U.S. equity management since 2006.

Mr. Wilderman allocates responsibility for portions of the Fund to various members of the Division, oversees the implementation of trades on behalf of the Fund, reviews the overall composition of the Fund's portfolios, and monitors cash flows.

International Quantitative Investment Division. Day-to-day management of the Fund is the responsibility of the Division. The Division's members work collaboratively to manage the Fund, and no one person is primarily responsible for day-to-day management. The senior member of the Division responsible for managing the implementation and monitoring the overall portfolio management of the Fund is:

- Dr. Thomas Hancock. Director of international eqyity management; joined GMO in 1995. Dr. Hancock allocates responsibility for portions of the Fund to various members of the Division, oversees the implementation of trades on behalf of the Fund, reviews the overall composition of the Fund's portfolio, and monitors cash flows.

INDEPENDENCE INVESTMENT LLC ("INDEPENDENCE")

Independence is located at 160 Federal Street, Boston, Massachusetts 02110 and is a subsidiary of Convergent Capital Management LLC ("Convergent"). Convergent is located at 190 South LaSalle Street, Chicago, Illinois, and is a subsidiary of City National Corporation, a publicly traded financial services company located at 555 South Flower Street, Los Angeles, California.

FUND                                    PORTFOLIO MANAGER
----                                    -----------------
Small Cap Trust......................   Charles S. Glovsky

Growth & Income Trust................   John C. Forelli
                                        Jay C. Leu

- Charles S. Glovsky. Senior Vice President and Director of Small Cap strategies; joined Independence in 2000; previously worked for Dewey Square Investors, Glovsky-Brown Capital Management, State Street Research & Management, Alex Brown & Sons, and Eppler, Guerin & Turner.

- John C. Forelli, CFA (since 2005). Mr. Forelli is a Senior Vice President and Director of Large Cap Core Strategies. He is a senior portfolio manager and has been in the industry since 1984. He joined Independence in 1990. Previously, he worked for Prudential Securities. He has a BA from Dartmouth College and an MBA from the Tuck School at Dartmouth. He is a Principal of Independence and is a member of the Independence Investment Committee, the CFA Institute and the Boston Security Analysts Society.

- Jay C. Leu, CFA (since 2005). Mr. Leu is a Senior Vice President and a Director of Large Cap Core strategies. He is a senior portfolio manager and has been in the industry since 1987. He joined Independence in 1997. Previously, he worked for Pacific Capital Fixed Income Advisors and State Street Global Advisors. He has a BS from the Massachusetts Institute of Technology (MIT) and an MS in Management from the Sloan School of Management at MIT. He is a Principal of Independence and is a member of the Independence Investment Committee, the CFA Institute, and the Boston Security Analysts Society.

JENNISON ASSOCIATES LLC ("JENNISON")

Jennison, 466 Lexington Avenue, New York, New York 10017, is a Delaware limited liability company and has been in the investment advisory business since 1969 (includes its predecessor, Jennison Associates Capital Corp). Jennison is a direct, wholly-owned subsidiary of Prudential Investment Management, Inc., which is a direct, wholly-owned subsidiary of Prudential Asset Management Holding Company LLC, which is a direct, wholly-owned subsidiary of Prudential Financial, Inc. As of December 31, 2006, Jennison managed in excess of $77 billion in assets.

274

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Capital Appreciation Trust...........   Michael A. Del Balso
                                        Kathleen A. McCarragher
                                        Spiros Segalas

- Michael A. Del Balso. Joined Jennison in May 1972 and is a Managing Director of Jennison. He is also Jennison's Director of Research for Growth Equity. He has managed the Fund since October 2005.

- Kathleen A. McCarragher. Joined Jennison in May 1998 and is a Managing Director of Jennison. She is also Jennison's Head of Growth Equity. Prior to joining Jennison, she was employed at Weiss, Peck & Greer L.L.C. for six years as a Managing Director and the Director of Large Cap Growth Equities. She has managed the Fund since October 2005.

- Spiros "Sig" Segalas. Mr. Segalas was a founding member of Jennison in 1969 and is currently a Director, President and Chief Investment Officer of Jennison. He has managed the Fund since October 2005.

The portfolio managers for the Fund are supported by other Jennison portfolio managers, research analysts and investment professionals. Jennison typically follows a team approach in providing such support to the portfolio managers. The teams are generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to review the portfolio holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team members provide research support, make securities recommendations and support the portfolio managers in all activities. Members of the team may change from time to time.

LEGG MASON CAPITAL MANAGEMENT, INC. ("LEGG MASON")

Legg Mason traces its history to 1982, is a subsidiary of Legg Mason, Inc., a global asset management firm structured as a holding company, and is located at 100 Light Street, Baltimore, Maryland 21202. Legg Mason serves as the investment manager for several domestic and offshore equity mutual funds.

FUND                                    PORTFOLIO MANAGER
----                                    -----------------
Core Equity Trust....................   Mary Chris Gay*

* Bill Miller, Chief Investment Officer of Legg Mason, manages a master portfolio that serves as a model for the Core Equity Fund. Ms. Gay, however, is solely responsible for the day-to-day management of the Fund and for implementing the investment strategies pursued by the master portfolio, subject to the Fund's investment objectives, restrictions, cash flows and other considerations.

- Mary Chris Gay. Ms. Gay has been employed by one or more subsidiaries of Legg Mason, Inc. since 1989. She is currently a Senior Vice President for Legg Mason and manages several domestic and international mutual funds and pooled investment vehicles.

LORD, ABBETT & CO. LLC ("LORD ABBETT")

Lord Abbett was founded in 1929 and manages one of America's oldest mutual fund complexes. Lord Abbett is located at 90 Hudson Street, Jersey City, New Jersey 07302-3973.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
All Cap Value Trust..................   Robert P. Fetch
                                        Howard E. Hansen

Mid Cap Value Trust..................   Howard E. Hansen
                                        Edward K. von der Linde

- Robert P. Fetch. Partner and Director - Small-Cap Value; joined Lord Abbett in 1995.

- Howard E. Hansen. Partner and Portfolio Manager - Mid Cap Value; joined Lord Abbett in 1995.

- Edward K. von der Linde. Partner and Director - Mid Cap Value; joined Lord Abbett in 1988.

MARSICO CAPITAL MANAGEMENT, LLC ("MARSICO")

Marsico, located at 1200 17th Street, Suite 1600, Denver, Colorado 80202, was organized in September 1997 as a registered investment adviser. Marsico provides investment management services to other mutual funds, institutional

275

accounts and private accounts. Thomas F. Marsico is the founder and CEO of the firm. Marsico is an indirect, wholly-owned subsidiary of Bank of America Corporation.

FUND                                    PORTFOLIO MANAGER
----                                    -----------------
International Opportunities Trust....   James G. Gendelman

- James G. Gendelman. Portfolio Manager; joined Marsico in 2000; previously Vice President of International Sales for Goldman, Sachs & Co.

MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS")

MFS is America's oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. MFS is an indirect subsidiary of Sun Life Financial Inc. MFS is located at 500 Boylston Street, Boston, Massachusetts 02116.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Utilities Trust......................   Robert D. Persons
                                        Maura A. Shaughnessy

- Robert D. Persons. Vice President, focusing primarily on debt securities; joined MFS in 2000.

- Maura A. Shaughnessy. Senior Vice President, focusing primarily on equities; joined MFS in 1991.

MFC GLOBAL INVESTMENT MANAGEMENT (U.S.), LLC ("MFC GLOBAL (U.S.)")

MFC Global (U.S.), a Delaware limited liability company located at 101 Huntington Avenue, Boston, Massachusetts, was founded in 1979. It is a wholly-owned subsidiary of John Hancock Financial Services, Inc. ("JHFS") and an affiliate of the Adviser. JHFS is a subsidiary of MFC based in Toronto, Canada. MFC is the holding company of the Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

FUND                                    PORTFOLIO MANAGER
----                                    -----------------
Emerging Growth Trust................   Henry E. Mehlman
                                        Alan E. Norton

Active Bond Trust....................   Barry H. Evans
                                        Howard C. Greene
                                        Jeffrey N. Given

Strategic Income Trust...............   Daniel S. Janis, III
                                        John F. Iles
                                        Barry H. Evans

High Income Trust....................   Arthur N. Calavritinos

Small Cap Intrinsic Value Trust......   Timothy E. Keefe, CFA
                                        Timothy M. Mallo

- Henry E. Mehlman. Vice President; joined MFC Global (U.S.) in 2002, previously a Senior Portfolio Manager at The Colony Group.

- Alan E. Norton. Senior Vice President; joined MFC Global (U.S.) in 2002, previously a Senior Portfolio Manager at The Colony Group.

- Howard C. Greene. Senior Vice President; joined John Hancock in 2002; previously a Vice President of Sun Life Financial Services Company of Canada.

- Daniel S. Janis, III. Vice President; joined John Hancock in 1999; previously a senior risk manager at BankBoston (1997 to 1999).

- John F. Iles. Vice President, joined MFC Global (U.S.) in December, 2005, previously a Vice President at John Hancock. He joined John Hancock in 1999.

276

- Barry H. Evans. Senior Vice President, joined MFC Global (U.S.) in 2005, he is Chief Fixed Income Officer, Chief Operating Officer and a member of the Senior Investment Policy Committee. Prior to joining MFC Global (U.S.), he was a Senior Vice President and Chief Income Officer of John Hancock. He joined John Hancock in 1986.

- Arthur N. Calavritinos, Vice President; joined MFC Global (U.S.) in 1988.

- Jeffrey N. Given, Vice President; joined MFC Global (U.S.) in 1993.

- Timothy E. Keefe, CFA. Senior Vice President and Chief Equity Officer, MFC Global (U.S.) (since 2005); Senior Vice President and Chief Equity Officer, John Hancock Advisers, LLC (2004-2005); Partner and portfolio manager, Thomas Weisel Partners (2000 - 2004).

- Timothy M. Mallo. Second Vice President, MFC Global (U.S.) (since 2005); Second Vice President, John Hancock Advisers, LLC (2004-2005); Investment Analyst, Thomas Weisel Partners (2000-2004).

MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED ("MFC GLOBAL (U.S.A.)")

MFC Global (U.S.A.) is a corporation subject to the laws of Canada. Its principal business at the present time is to provide investment management services to the funds of the Fund for which it is the subadviser as well as other portfolios advised by the Adviser. MFC Global (U.S.A.) is an indirect, wholly-owned subsidiary of MFC based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, including Elliott & Page Limited and Manulife Fund Direct (Hong Kong) Limited, collectively known as Manulife Financial. The address of MFC Global (U.S.A.) is 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Index 500 Trust......................   Carson Jen
                                        Narayan Ramani
Index 500 Trust B....................   Carson Jen
                                        Narayan Ramani
Money Market Trust A.................   Maralyn Kobayashi
                                        Faisal Rahman
Money Market Trust B.................   Maralyn Kobayashi
                                        Faisal Rahman
Mid Cap Index Trust..................   Carson Jen
                                        Narayan Ramani
Pacific Rim Trust....................   Pauline Dan
Quantitative All Cap Trust...........   Harpreet Singh
                                        Chris Hensen
                                        Brett Hryb
Quantitative Mid Cap Trust...........   Norman Ali
                                        Rhonda Chang
Quantitative Value Trust.............   Chris Hensen
                                        Brett Hryb
                                        Harpreet Singh
Small Cap Index Trust................   Carson Jen
                                        Narayan Ramani
Total Stock Market Index Trust.......   Carson Jen
                                        Narayan Ramani
Absolute Return Trust................   Steve Orlich
                                        James Robertson
Lifestyle Trusts.....................   Steve Orlich

277

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Index Allocation Trust...............   Steve Orlich
Founding Allocation Trust............   Steve Orlich

- Noman Ali. Assistant Vice President and Portfolio Manager, U.S. Equity, at Manulife Financial; joined MFC Global (U.S.A.) in 1999.

- Rhonda Chang. Portfolio Manager; joined MFC Global (U.S.A.) in 1994 as research analyst with the U.S. equity team; formerly an investment analyst with AIG Global Investors.

- Pauline Dan. Portfolio Manager, responsible for Greater China and Hong Kong equity portfolios; joined an affiliate of MFC Global (U.S.A.) in 2004; previously Director of Balanced Investments at AXA Investment Managers Hong Kong Limited (formerly Barclays Global Investors Hong Kong).

- Chris Hensen. Assistant Vice President and a Portfolio Manager of U.S. Equities; joined MFC Global (U.S.A.) in 1995.

- Brett Hryb. Assistant Vice President and a Portfolio Manager of U.S. Equities; joined MFC Global (U.S.A.) in 1993.

- Carson Jen. Vice President, Index Operations, at MFC Global (U.S.A.); joined MFC Global (U.S.A.) in 1997.

- Maralyn Kobayashi, Vice President and Senior Portfolio Manager of Money Market Fund; joined MFC Global (U.S.A.) in 1981.

- Faisal Rahman CFA, Portfolio Managers joined MFC Global (U.S.A.) in 2001.

- Narayan Ramani. Assistant Vice President and Portfolio Manager of Index Funds at MFC Global Investment Management; joined MFC Global (U.S.A.) in 1998.

- Harpreet Singh. Vice President and Senior Portfolio Manager of U.S. Equities; joined MFC Global (U.S.A.) in 2000; previously a quantitative analyst at Standish, Ayer & Wood Inc.

- Steve Orlich (since May 2006). Vice President and Senior Portfolio Manager, Asset Allocation at MFC Global Investment Management. He joined MFC Global in 1998. He is an associate of the Society of Actuaries and has a M.A. in Theoretical Mathematics.

- James Robertson (since May 2006). Vice President, Investments, at MFC Global Investment Management. He joined MFC Global in 2000 (in a consulting capacity prior to 2004).

MORGAN STANLEY INVESTMENT MANAGEMENT INC. DOING BUSINESS AS VAN KAMPEN ("VAN KAMPEN")

Morgan Stanley Investment Management Inc. ("MSIM"), which does business in certain instances using the name "Van Kampen," has its principal offices at 1221 Avenue of the Americas, New York, New York. MSIM conducts a worldwide portfolio management business and provides a broad range of portfolio management services to customers in the U.S. and abroad. Morgan Stanley is the direct parent of MSIM.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Value Trust..........................   James Gilligan (Lead Manager)
                                        Thomas Bastian
                                        Thomas R. Copper
                                        James Roeder
                                        Sergio Marcheli

- James Gilligan. Portfolio Manager; joined Van Kampen in 1985.

- Thomas Bastian. Portfolio Manager; joined Van Kampen in 2003; previously a portfolio manager at Eagle Asset Management.

- Thomas R. Copper. Portfolio Manager; joined Van Kampen in 1986.

- James Roeder. Portfolio Manager; joined Van Kampen in 1999.

- Sergio Marcheli. Portfolio Manager; joined Van Kampen in 2003; previously a portfolio specialist at Van Kampen.

- Mark Laskin. Portfolio Manger; joined Van Kampen in 2000.

MUNDER CAPITAL MANAGEMENT ("MUNDER")

Munder, with offices at 480 Pierce Street, Birmingham, Michigan 48009, currently serves as investment adviser to the Munder Funds, acts as subadviser for a number of private-label mutual funds and provides separate account advisory services for institutional accounts and high net worth individuals. Effective December 29, 2006, the interst

278

in Munder of Comerica Incorporated was acquired by management of Munder, Crestview Capital Partners, L.P., a private equity firm, and Grail Partners, LLC, a privately-owned merchant bank.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Small Cap Opportunities Trust........   Robert E. Crosby
                                        Julie R. Hollinshead
                                        John P. Richardson

- Robert E. Crosby. Senior Portfolio Manager; joined Munder in 1993.

- Julie R. Hollinshead. Senior Portfolio Manager; joined Munder in 1995.

- John P. Richardson. Director, Small-Cap Equity, and Senior Portfolio Manager; one of the founders of Munder, having joined the firm shortly after its inception in 1985.

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC ("PIMCO")

PIMCO, located at 840 Newport Center Drive, Newport Beach, California 92660, is an investment counseling firm founded in 1971. PIMCO is a Delaware limited liability company and a majority-owned subsidiary of Allianz Global Investors of America L.P., ("AGI LP"). Allianz Aktiengesellschaft ("Allianz SE") is the indirect majority owner of AGI LP. Allianz SE is a European-based, multinational insurance and financial services holding company.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Global Bond Trust....................   Sudi Mariappa

Real Return Bond Trust...............   John B. Brynjolfsson

Total Return Trust...................   William H. Gross

- John B. Brynjolfsson, CFA. Mr. Brynjolfsson is a Managing Director, portfolio manager and head of the PIMCO Real Return Bond Fund. He is co-author of Inflation-Protection Bonds and co-editor of The Handbook of Inflation-Indexed Bonds. Mr. Brynjolfsson joined PIMCO in 1989, previously having been associated with Charles River Associates and JP Morgan Securities.

- William H. Gross, CFA. Mr. Gross is a founder and Managing Director of PIMCO and has been associated with PIMCO for more than thirty years. He is the author of numerous articles on the bond market and has frequently appeared in national publications and media.

- Sudi Mariappa. Mr. Mariappa is a Managing Director and head of global portfolio management, with responsibility for overseeing PIMCO's global portfolio management efforts. Prior to joining PIMCO in 2000, he served as managing director for Merrill Lynch in Tokyo as manager of JGB and Swap Derivative Trading. Mr. Mariappa's prior experience included positions at Sumitomo Finance International PLC, Long Term Capital Management, and Salomon Brothers in San Francisco and Tokyo, where he was Director of Fixed Income Arbitrage.

PZENA INVESTMENT MANAGEMENT, LLC ("PZENA")

Pzena, located at 120 West 45th Street, 20th Floor, New York, New York 10036, is an investment advisor to high net worth individuals, pension plans, foundations, endowments, mutual funds and other institutional accounts. As of December 31, 2006, the majority interest in Pzena was owned by the firm's four managing principals:

Richard S. Pzena    Managing Principal, CEO, Co-Chief Investment Officer
John P. Goetz       Managing Principal, Co-Chief Investment Officer
William L. Lipsey   Managing Principal, Marketing & Client Services
Keith Geismar       Managing Principal, Operations & Administration

In addition, sixteen additional employees owned interests in the firm as of December 31, 2006. Mr. Pzena has ownership interests in excess of 25% and is therefore deemed a control person of Pzena.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Classic Value Trust..................   Richard S. Pzena
                                        John P. Goetz
                                        Antonio DeSpirito, III

279

- Richard S. Pzena. Managing Principal, CEO, Co-Chief Investment Officer and Founder of Pzena; joined Pzena in 1995.

- John P. Goetz. Managing Principal & Co-Chief Investment Officer; joined Pzena in 1996.

- Antonio DeSpirito, III. Principal; joined Pzena in 1996 as a Senior Research Analyst.

RCM CAPITAL MANAGEMENT LLC ("RCM")

RCM is located at Four Embarcadero Center, San Francisco, CA 94111. Established in 1998, and the successor to the business of its prior holding company, Dresdner RCM Global Investors US Holdings LLC, RCM provides advisory services to mutual funds and institutional accounts. RCM was originally formed as Rosenberg Capital Management in 1970. RCM was formerly known as Dresdner RCM Global Investors LLC. RCM is wholly owned by RCM US Holdings LLC ("US Holdings"). US Holdings is a Delaware limited liability company that is wholly owned by Allianz Global Investors AG ("AGI"). AGI, in turn, is owned by Allianz SF ("Allianz").

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Emerging Small Company Trust.........   Thomas J. Ross
                                        Louise M. Laufersweiler
Science & Technology Trust...........   Walter C. Price
                                        Hauchen Chen

- Thomas J. Ross (since May 2006). Director, Chief Investment Officer and Senior Portfolio Manager of RCM. Mr. Ross has senior portfolio management responsibilities for both the U.S. and International Small Cap strategies. Prior to joining RCM in 2001, he was a senior analyst and portfolio manager with Dresdner Bank's dit-Deutscher Investment Trust subsidiary in Frankfurt, Germany for 10 years, managing a variety of global portfolios. He has over 22 years' experience encompassing equity research and portfolio management.

- Louise M. Laufersweiler, CFA (since May, 2006). Director, Deputy Chief Investment Officer and Senior Portfolio Manager of RCM. She has senior portfolio management responsibilities for both mid-cap and small-cap equity strategies and is Chief Investment Officer for RCM Mid-Cap and Deputy Chief Investment Officer for RCM U.S. Small Cap.

Walter C. Price, CFA (since 2006). Managing Director, Senior Analyst and Co-Portfolio Manager. Mr. Price joined RCM in 1974 as a senior securities analyst in technology and became a principal in 1978. Huachen Chen, CFA (since 2006). Managing Director, Senior Portfolio Manager and Co-Portfolio Manager. Mr Chen joined RCM in 1984 and since 1990 had extensive portfolio responsibilities for technology and capital goods stocks.

RIVERSOURCE INVESTMENTS, LLC ("RIVERSOURCE INVESTMENTS")

RiverSource Investments, located at 200 Ameriprise Financial Center, Minneapolis, Minnesota, 55474, is a wholly owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise Financial"). Ameriprise Financial is a financial planning and financial services company that has been offering services for clients' asset accumulation and income management and protection needs for over 110 years. RiverSource Investments manages investments for itself, the RiverSource Investments funds and other affiliates. For institutional clients, RiverSource and its affiliates provide investment management and related services, such as separate account asset management and institutional trust and custody, as well as other investment products.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Mid Cap Value Equity Trust...........   Steve Schroll
                                        Laton Spahr
                                        Warren Spitz
                                        Paul Stocking

- Steve Schroll, Portfolio Manager; joined RiverSource Investments in 1998 as a Senior Security Analyst.

- Laton Spahr, CFA, Portfolio Manager; joined RiverSource Investments in 2001 as a Security Analyst; previously worked as a Sector Analyst for Holland Capital Management from 2000 to 2001.

- Warren Spitz, Senior Portfolio Manager; joined RiverSource Investments in 2000.

- Paul Stocking, Associate Portfolio Manager, joined RiverSource Investments in 1995 as a Senior Equity Analyst.

SSGA FUNDS MANAGEMENT, INC. ("SSGA FM")

280

SSgA FM is located at One Lincoln Street, Boston, Massachusetts 02111. SSgA FM is registered as an investment advisor and the SEC. It is a wholly owned subsidiary of State Street Corporation, a publicly held bank holding company. As of December 31, 2006, SSgA FM had over $123 billion in assets under management. SSgA FM and other advisory affiliates of State Street make up SSgA, the investment management arm of State Street Corporation. With over $1.6 trillion under management as of December 31, 2006, SSgA FM provides complete global investment management services from offices in North America, South America, Europe, Asia, Australia and the Middle East.

FUND                                    PORTFOLIO MANAGER
----                                    -----------------
International Equity Index Trust A...   Jeffrey Beach
                                        Thomas Coleman
International Equity Index Trust B...   Jeffrey Beach
                                        Thomas Coleman

Jeffrey Beach. Principal; joined SSgA FM in 1986. Thomas Coleman. Principal; joined SSgA FM in 1998.

SUSTAINABLE GROWTH ADVISERS, L.P. ("SGA")

SGA is located at 301 Tresser Boulevard, Suite 1310, Stamford, CT 06901. It was founded in July, 2003 and is controlled by its founders, George P. Fraise, Gordon M. Marchand and Robert L. Rohn.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
U.S. Global Leaders Growth Trust.....   George P. Fraise
                                        Gordon M. Marchand
                                        Robert L. Rohn

- George P. Fraise. Principal; joined SGA in 2003; previously executive vice president of Yeager, Wood & Marshall, Inc. (2000-2003) and a portfolio manager at Scudder Kemper Investments (1997-2000).

- Gordon M. Marchand. Principal; joined SGA in 2003; previously chief financial and operating officer of Yeager, Wood & Marshall, Inc. (1984-2003).

- Robert L. Rohn. Principal; joined SGA in 2003; previously an analyst and portfolio manager at W.P. Stewart & Co. ("W.P. Stewart") and held positions of Chairman of the Board and Chief Executive Officer of W.P. Stewart Inc., W.P. Stewart's core U.S. investment business, and Chairman of W.P. Stewart Inc.'s Management Committee (1992 to 2003). From 1988 through 1991 he was Vice President with Yeager, Wood and Marshall, Inc., where he was a member of the Investment Policy Committee.

TEMPLETON GLOBAL ADVISORS LIMITED ("TEMPLETON GLOBAL")

Templeton Global is located at Box N-7759, Nassau, Bahamas and has been in the business of providing investment advisory services since 1954. As of December 31, 2006, Templeton and its affiliates managed over $301 billion in assets. Templeton Global is an indirect wholly owned subsidiary of Franklin Resources, Inc.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Global Trust.........................   Jeffrey A. Everett
                                        Murdo Murchison
                                        Lisa Myers

- Jeffrey A. Everett. President; Chief Investment Officer -- Retail for the Templeton Global Equity Group; joined Templeton in 1989

- Murdo Murchison. Executive Vice President; joined Templeton in 1993.

- Lisa Myers. Vice President; joined Templeton in 1996.

TEMPLETON INVESTMENT COUNSEL, LLC ("TEMPLETON")

Templeton is located at 500 East Broward Blvd., Suite 2100, Ft. Lauderdale, Florida 33394, and has been in the business of providing investment advisory services since 1954. As of December 31, 2006, Templeton and its affiliates managed over $301 billion in assets. Templeton Investment Counsel, LLC is an indirect wholly owned subsidiary of Franklin Resources, Inc.

281

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
International Small Cap Trust........   Tucker Scott
                                        Cindy Sweeting
                                        Peter Nori
                                        Neil Devlin
International Value Trust............   Tucker Scott
                                        Cindy Sweeting
                                        Peter Nori
                                        Neil Devlin

- Tucker Scott. Senior Vice President; joined Templeton in 1996; previously worked at Aeltus Investment Management.

- Cindy Sweeting. Executive Vice President and Director of Research; joined Templeton in 1997.

- Peter Nori, Executive Vice President, joined Templeton in 1994; previously worked at Franklin since 1987.

- Neil Devlin, Senior Vice President, joined Templeton in 2006; previously worked at Boston Partners since 2000.

T. ROWE PRICE ASSOCIATES, INC. ("T. ROWE PRICE")

T. Rowe Price, 100 East Pratt Street, Baltimore, Maryland 21202, was founded in 1937. As of December 31, 2006, T. Rowe Price and its affiliates managed over $334.7 billion for over ten million individual and institutional investor accounts.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Blue Chip Growth Trust...............   Larry J. Puglia
Equity-Income Trust..................   Brian C. Rogers
Health Sciences Trust................   Kris H. Jenner
Science & Technology Trust...........   Michael F. Sola
Small Company Value Trust............   Preston G. Athey
Spectrum Income Trust................   Team*
Real Estate Equity Trust.............   David Lee
Mid Value Trust......................   David J. Wallack

- Preston G. Athey. Vice President; joined T. Rowe Price in 1978.

- Kris H. Jenner. Vice President; joined T. Rowe Price in 1997; previously a post-doctoral fellow at the Brigham and Women's Hospital, Harvard Medical School (1995-1997).

- Larry J. Puglia. Vice President; joined T. Rowe Price in 1990.

- Brian C. Rogers. Vice President; joined T. Rowe Price in 1982.

- Michael F. Sola. Vice President; joined T. Rowe Price in 1995 as a technology analyst and has been managing investments since 1997.

- David Lee, Vice President; joined T. Rowe Price in 1993.

- David J. Wallack (since May 2005). Mr. Wallack joined T. Rowe Price in 1990 and is a Vice President.

* Team. The Spectrum Income Trust is managed by an investment advisory committee that has day-to-day responsibility in managing the Fund's portfolio and developing and executing the Fund's investment program.

Edmund M. Notzon III is Chairman of the Spectrum Income Trust Investment Advisory Committee and is responsible for implementing and monitoring the fund's overall investment strategy, as well as the allocation of the fund's assets. Mr. Notzon joined T. Rowe Price in 1989 and is a Vice President and Senior Portfolio Manager.

282

The Committee members with the most significant responsibilities for managing the funds assets are:

- Daniel O. Shackelford. Vice President and chairman of the T. Rowe Price Fixed Income Strategy Committee; joined T. Rowe Price in 1999; responsible for the fund's investment grade bond investments.

- Mark J. Vaselkiv. Vice President and a Portfolio Manager in the Fixed Income Group, heading taxable high-yield bond management; joined T. Rowe Price in 1988; responsible for the fund's investments in high-yield debt securities.

- Ian Kelson. Vice President of T. Rowe Price International; responsible for the fund's high-quality international bond investments joined T. Rowe Price in 2000; prior thereto was head of fixed income for Morgan Grenfell/ DIMA.

- Brian Rogers. Chief Investment Officer; joined T. Rowe Price in 1982; responsible for the fund's dividend-paying common stock and value stock investments.

- Connie Bavely. Vice President; joined T. Rowe Price in 1998; responsible for the fund's mortgage-backed and mortgage-related investments.

The Mid Value Trust is managed by an investment advisory committee chaired by Mr. Wallack. The committee chairman has day-to-day responsibility for managing the fund and works with the committee in developing and executing the portfolio's investment program.

UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC. ("UBS")

UBS Global Asset Management (Americas) Inc., One North Wacker Drive, Chicago, Illinois 60606, is an indirect wholly owned asset management subsidiary of UBS AG and a member of the UBS Global Asset Management Division. UBS AG, with headquarters in Zurich, Switzerland, is an internationally diversified organization with operations in many areas of the financial services industry.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Global Allocation Trust..............   Brian D. Singer
Large Cap Trust......................   John Leonard
                                        Thomas Cole
                                        Thomas Digenan
                                        Scott Hazen
Strategic Opportunities Trust........   John Leonard
                                        Thomas Cole
                                        Thomas Digenan
                                        Scott Hazen

Brian D. Singer is the lead portfolio manager for the Global Allocation Fund. Mr. Singer has access to certain members of the fixed-income and equities investment management teams, each of whom is allocated a specified portion of the portfolio over which he or she has independent responsibility for research, security selection, and portfolio construction. The team members also have access to additional portfolio managers and analysts within the various asset classes and markets in which the portfolio invests. Mr. Singer, as lead portfolio manager and coordinator for management of the portfolio, has responsibility for allocating the portfolio among the various managers and analysts, occasionally implementing trades on behalf of analysts on the team and reviewing the overall composition of the portfolio to ensure its compliance with its stated investment objectives and strategies. Information about Mr. Singer is provided below.

Brian D. Singer is the Chief Investment Officer, Americas, at UBS Global Asset Management. Mr. Singer has been a Managing Director of UBS Global Asset Management since 1990.

John Leonard, Thomas M. Cole, Thomas Digenan and Scott Hazen are the members of the North American Equities investment management team primarily responsible for the day-to-day management of the Large Cap Trust. Mr. Leonard as the head of the investment management team oversees the other members of the team, leads the portfolio construction process and reviews the overall composition of each Fund's portfolio to ensure compliance with its stated investment objectives and strategies. Mr. Cole as the director of research for the investment management team oversees the analyst team that provides the investment research on the large cap markets that is used in making the

283

security selections for each Fund's portfolio. Mr. Digenan and Mr. Hazen as the primary strategists for the investment management team provide cross-industry assessments and risk management assessments for portfolio construction for each Fund. Information about Messrs. Leonard, Cole, Digenan and Hazen is provided below.

John Leonard is the Head of North American Equities and Deputy Global Head of Equities at UBS Global Asset Management. Mr. Leonard is also a Managing Director of UBS Global Asset Management and has been an investment professional with UBS Global Asset Management since 1991.

Thomas M. Cole is Head of Research -- North American Equities and a Managing Director of UBS Global Asset Management. Mr. Cole has been an investment professional with UBS Global Asset Management since 1995.

Thomas Digenan has been a North American Equity Strategist at UBS Global Asset Management since 2001 and is an Executive Director of UBS Global Asset Management. Mr. Digenan was President of The UBS Funds from 1993 to 2001.

Scott Hazen has been a North American Equity Strategist at UBS Global Asset Management since 2004 and is an Executive Director of UBS Global Asset Management. From 1992 to 2004, Mr. Hazen was a Client Service and Relationship Management professional with UBS Global Asset Management.

JHT's SAI provides additional information about the compensation, any other accounts managed, and any portfolio shares held by Messrs. Singer, Leonard, Cole, Digenan and Hazen.

UST ADVISERS, INC. ("USTAI")

USTAI is a wholly-owned subsidiary of United States Trust Company, National Association ("USTCNA"), a national banking association. USTCNA is a wholly-owned subsidiary of U.S. Trust Corporation, which in turn is a wholly-owned subsidiary of The Charles Schwab Corporation ("Schwab"), both of which are financial holding companies. Charles R. Schwab is the founder, Chairman, Director and a significant shareholder of Schwab and, as a result of these positions and share ownership, may be deemed to be a controlling person of Schwab and its subsidiaries. USTAI has its principal offices at 225 High Ridge Road, Stamford, Connecticut 06905.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Value & Restructuring Trust..........   David J. Williams
                                        Timothy Evnin
                                        John McDermott

- David J. Williams. Managing Director and Senior Portfolio Manager; joined U.S. Trust in 1987. Primarily responsible for the day-to-day management of the fund.

- Timothy Evnin. Managing Director and Senior Portfolio Manager; joined U.S.
Trust in 1987.

- John McDermott. Managing Director and Portfolio Manager; joined U.S. Trust in 1996.

WELLINGTON MANAGEMENT COMPANY, LLP ("WELLINGTON MANAGEMENT")

Wellington Management, a Massachusetts limited liability partnership, is a professional investment counseling firm with its principal offices located at 75 State Street, Boston, Massachusetts 02109. Wellington Management and its predecessor organizations have provided investment services to investment companies, employee benefit plans, endowments, foundations and other institutions since 1928.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Investment Quality Bond Trust........   Thomas L. Pappas, CFA
                                        Christopher L. Gootkind, CFA
                                        Christopher A. Jones, CFA
Mid Cap Intersection Trust...........   Doris T. Dwyer
                                        David J. Elliott
Mid Cap Stock Trust..................   Michael T. Carmen, CFA, CPA

284

                                        Mario E. Abularach, CFA
Natural Resources Trust..............   Karl E. Bandtel
                                        James A. Bevilacqua
Small Cap Growth Trust...............   Steven C. Angeli, CFA
                                        Mario E. Abularach, CFA
                                        Stephen Mortimer
Small Cap Value Trust................   Timothy J. McCormack, CFA
                                        Stephen T. O'Brien, CFA
                                        Shaun F. Pedersen

- Mario E. Abularach, CFA. Vice President and Equity Research Analyst; joined Wellington Management as an investment professional in 2001.

- Steven C. Angeli, CFA. Senior Vice President and Equity Portfolio Manager; joined Wellington Management as an investment professional in 1994.

- Karl E. Bandtel. Senior Vice President and Equity Portfolio Manager; joined Wellington Management as an investment professional in 1990.

- James A. Bevilacqua. Senior Vice President and Equity Portfolio Manager; joined Wellington Management as an investment professional in 1994.

- Michael T. Carmen, CFA, CPA. Senior Vice President and Equity Portfolio Manager; joined Wellington Management as an investment professional in 1999.

- Doris T. Dwyer. Vice President and Equity Portfolio Manager of Wellington Management, has served as Portfolio Manager of JHT since its inception in May 2007. Ms. Dwyer joined Wellington Management as an investment professional in 1998.

- David J. Elliott. Vice President and Equity Portfolio Manager of Wellington Management, has been involved in portfolio management and securities analysis for the Trust since its inception in May 2007. Mr. Elliott joined Wellington Management as an investment professional in 1995.

- Christopher L. Gootkind, CFA. Vice President and Fixed Income Portfolio Manager; joined Wellingthon Management as an investment professional in 2000.

- Christopher A. Jones, CFA. Vice President and fixed income Portfolio Manager; joined Wellington Management as an investment professional in 1994.

- Timothy J. McCormack, CFA. Vice President and Equity Portfolio Manager; joined Wellington Management as an investment professional in 2000.

- Stephen Mortimer. Vice President and Equity Portfolio Manager; joined Wellington Management as an investment professional in 2001.

- Stephen T. O'Brien, CFA. Senior Vice President and Equity Portfolio Manager; joined Wellington Management as an investment professional in 1983.

- Thomas L. Pappas, CFA. Senior Vice President and Fixed Income Portfolio Manager; joined Wellington Management as an investment professional in 1987.

- Shaun F. Pedersen. Vice President and Equity Research Analyst; joined Wellington Management as an investment professional in 2004; previously an investment professional at Thomas Weisel Asset Management (2001-2004).

WELLS CAPITAL MANAGEMENT, INCORPORATED ("WELLS CAPITAL")

Wells Capital, located at 525 Market St., San Francisco, California, is an indirect, wholly-owned subsidiary of Wells Fargo & Company. It was created to succeed to the mutual fund advisory responsibilities of Wells Fargo Bank and is an affiliate of Wells Fargo Bank. Wells Fargo Bank, which was founded in 1852, is the oldest bank in the western U.S. and is one of the largest banks in the U.S.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
Core Bond Trust......................   Marie Chandoha
                                        William Stevens
U.S. High Yield Bond Trust...........   Phil Susser
                                        Roger Wittlin

285

- Marie Chandoha. Senior Portfolio Manager and co-head of the Montgomery Fixed Income team at Wells Capital; joined Wells Capital in 2003; previously senior portfolio manager and co-head of the Fixed Income Team at Montgomery Asset Management.

- William Stevens. Senior Portfolio Manager and co-head of the Montgomery Fixed Income team at Wells Capital; joined Wells Capital in 2003; previously founded the Fixed Income team of Montgomery Asset Management in 1992.

- Phil Susser is a Portfolio Manager in the Sutter High Yield Fixed Income team at Wells Capital Management; joined Sutter as a research analyst in 2001; previously worked at Deutsche Bank Securities Inc. as an associate research analyst.

- Roger Wittlin. Senior Managing Director of the Sutter High Yield Fixed Income team at Wells Capital Management; joined Sutter in 2000; previously worked at Goldman Sachs, Deutsche Bank and Morgan Stanley.

WESTERN ASSET MANAGEMENT COMPANY ("WESTERN")

Western is one of the world's leading investment management firms. Its sole business is managing fixed-income portfolios for large institutional clients, an activity the Firm has pursued for over 30 years. From its offices in Pasadena, Hong Kong, London, Melbourne, New York, Sao Paulo, Singapore, and Tokyo, Western's 920 employees perform these services for a wide variety of global clients, including charitable, corporate, health care, insurance, mutual fund, public, and union, and across an equally wide variety of mandates, from money markets to emerging markets. As of 12/31/06, Western's current client base totals 739, representing 45 countries, 1,402 accounts, and $574.6 billion in assets.

FUND                                    PORTFOLIO MANAGERS
----                                    ------------------
U.S. Government Securities Trust.....   S. Kenneth Leech
                                        Steven A. Walsh
                                        Mark S. Lindbloom
                                        Ronald D. Mass
                                        Frederick R. Marki
High Yield Trust.....................   S. Kenneth Leech
                                        Steven A. Walsh
                                        Mike Buchanan
                                        Timothy J. Settel
                                        Ian R. Edmonds
Strategic Bond Trust.................   S. Kenneth Leech
                                        Steven A. Walsh
                                        Keith J. Gardner
                                        Matthew C. Duda
                                        Mike Buchanan

- S. Kenneth Leech. Chief Investment Officer, joined Western in 1990. Prior to joining Western, Mr. Leech worked at Greenwich Capital Markets Portfolio Manager, 1988-1990; The First Boston Corporation Fixed Income Manager, 1980-1988 and National Bank of Detroit Portfolio Manager, 1977-1980.

- Steven A. Walsh. Deputy Chief Investment Officer, joined Western in 1991. Prior to Western, Mr. Walsh worked at Security Pacific Investment Managers, Inc. Portfolio Manager, 1989-1991 and Atlantic Richfield Company Portfolio Manager, 1981-1988.

- Mark S. Lindbloom. Portfolio Manager, joined Western in 2006. Prior to Western, Mr. Lindbloom worked for Citigroup Asset Management Portfolio Manager, 1986-2005; Brown Brothers Harriman & Co. Portfolio Manager, 1981-1986 and The New York Life Insurance Company Analyst, 1979-1981.

- Ronald D. Mass. Portfolio Manager/Research Analyst, joined Western in 1991. Prior to Western, Mr. Mass worked for The First Boston Corporation Research Associate, 1987-1990 and The First Boston Corporation Research Associate, 1987-1990.

- Frederick R. Marki. Senior Portfolio Manager, joined Western in 2005. Prior to Western, Mr. Marki worked for Citigroup Asset Management Senior Portfolio Manager, 1991-2005; UBS Portfolio Manager, 1989-1991; Merrill Lynch Vice President, 1985-1989 and Federal Reserve Bank Assistant Economist, 1983-1985.

- Michael C. Buchanan. Portfolio Manager, joined Western in 2005. Prior to Western, Mr. Buchanan worked for Credit Suisse Asset Management Managing Director, Head of U.S. Credit Products, 2003-2005; Janus Capital Management Executive Vice President, Portfolio Manager, 2003; BlackRock Financial Management Managing

286

Director, Head of High Yield Trading, 1998-2003 and Conseco Capital Management Vice President, Portfolio Manager, 1990-1998.

- Timothy J. Settel. Portfolio Manager/Research Analyst, joined Western in 2001. Prior to Western, Mr. Settel worked for Lazard Freres & Co. Portfolio Manager, 1995-2001 and Bear Stearns Mortgage Analyst, 1993-1995.

- Ian R. Edmonds. Research Analyst, joined Western in 1994. Prior to Western Mr. Edmonds worked for Bacon & Woodrow Actuary, 1990-1994.

- Keith J. Gardner. Portfolio Manager/Research Analyst, joined Western in 1994. Prior to Western, Mr. Gardner worked for Legg Mason, Inc. Portfolio Manager, 1992-1994; T. Rowe Price Associates, Inc. Portfolio Manager, 1985-1992 and Salomon Brothers, Inc. Research Analyst, 1983-1985.

- Matthew C. Duda. Research Analyst, joined Western in 2001. Prior to Western, Mr. Duda worked for Credit Suisse-First Boston Corporation Vice President and Investment Strategist, 1997-2001; Union Bank of Switzerland Investment Strategist and Research Associate, 1997-1997; Lehman Brothers Investment Strategist and Research Associate, 1996-1997; New York City Economic Development Corporation Graduate Research Associate, 1995-1996 and Merrill Lynch & Co. Emerging Markets Debt Analyst, 1993-1995.

287

MULTICLASS PRICING; RULE 12B-1 PLANS

MULTIPLE CLASSES OF SHARES

Each of the JHT Funds (except the Trust Feeder Funds) may issue three classes of shares: NAV Shares, Series I shares and Series II shares. The Trust Feeder Funds may issue Series I, Series II shares and Series III shares.

Each class of shares is the same except for differences in class expenses, including different Rule 12b-1 fees for Series III shares, Series II shares and Series III shares, and voting rights.

The expenses of the Trust are borne by its Series I, Series II, Series III and NAV shares (as applicable) based on the net assets of the Fund attributable to shares of each class. Notwithstanding the foregoing, "class expenses" are allocated to each class. "Class expenses" for each portfolio include the Rule 12b-1 fees (if any) paid with respect to a class and other expenses which the Adviser to each portfolio determines are properly allocable to a particular class. The Adviser will make such allocations in such manner and using such methodology as it determines to be reasonably appropriate. The Adviser's determination is subject to ratification or approval by the Board. The kinds of expenses that the Adviser may determine are properly allocable to a particular class include the following: (i) printing and postage expenses related to preparing and distributing to the shareholders of a specific class (or owners of contracts funded by shares of such class) materials such as shareholder reports, prospectuses and proxies; (ii) professional fees relating solely to such class;
(iii) Trustees' fees, including independent counsel fees, relating specifically to one class; and (iv) expenses associated with meetings of shareholders of a particular class.

All shares of each Fund have equal voting rights and are voted in the aggregate, and not by class, except that shares of each class have exclusive voting rights on any matter submitted to shareholders that relates solely to the arrangement of that class and have separate voting rights when any matter is submitted to shareholders in which the interests of one class differ from the interests of any other class or when voting by class is otherwise required by law.

RULE 12B-1 PLANS OF EACH CLASS

NAV shares are not subject to a Rule 12b-1 fee.

Series III shares of the following Funds are subject to Rule 12b-1 fee of 0.25% of Series III share average daily net assets: American Assect Allocation Trust, American Global Growth Trust, American Global Smal Capitalization Trust, American High-Income Bond Trust, and American New World Trust. Series III shares of the American Blue Chip Income and Growth Trust and American International Trust are not subject to Rule 12b-1 fee, but these funds invest in Class 2 shares of their corresponding Americn Master Fund wich is subject to a 0.25% Rule 12b-1fee.

288

Series I shares of each Fund are subject to a Rule 12b-1 fee of .05% of Series I share average daily net assets except as follows:

- American Growth Trust, American International Trust, American Growth-Income Trust, American Bond Trust and American Blue Chip Income and Growth Trust are subject to a Rule 12b-1 fee of .35% of Series I share average daily net assets. In addition, each Fund invests in Class 2 of its corresponding American Fund Master Fund that pays a Rule 12b-1 fee of .25% of average net assets of the master fund.

- American Global Growth Trust, American Global Small Capitalization Trust, American New World Trust, American Asset Allocation Trust and American High-Income Bond Trust are subject to a Rule 12b-1 fee of .60% of Series I share average daily net assets. Each Fund invests in Class 1 shares of its corresponding American Fund Master Fund which does not pay a Rule 12b-1 fee.

Series II shares of each Fund are subject to a Rule 12b-1 fee of up to .25% of Series II share average daily net assets except as follows:

- American Growth Trust, American International Trust, American Growth-Income Trust, American Bond Trust and American Blue Chip Income and Growth Trust are subject to a Rule 12b-1 fee of .50% of Series II share average daily net assets. In addition, each Fund invests in Class 2 of its corresponding American Fund Master Fund that pays a Rule 12b-1 fee of .25% of average net assets of the master fund.

- American Global Growth Trust, American Global Small Capitalization Trust, American New World Trust, American Asset Allocation Trust and American High-Income Bond Trust are subject to a Rule 12b-1 fee of .75% of Series II share average daily net assets. Each Fund invests in Class 1 shares of its corresponding American Fund Master Fund which does not pay a Rule 12b-1 fee.

Rule 12b-1 fees will be paid to the Trust's Distributor, John Hancock Distributors, LLC, or any successor thereto (the "Distributor"). The Distributor receives a distribution and/or service fee from the following American Fund Master Funds: Growth Fund, International Fund, Growth-Income Fund, Bond Fund and Blue Chip Income and Growth Fund, at an annual rate of 0.25% of the average daily net assets of Class 2 shares of the master fund attributable to variable insurance and annuity contracts issued or administered by certain insurance companies affiliated with the Adviser (the "John Hancock Insurance Companies"). In turn, the Distributor pays American Funds Distributors, Inc. ("AFD") a marketing expense allowance for AFD's marketing assistance equal to 0.16% of purchase payments of variable annuity and variable life contracts issued or administered by the John Hancock Insurance Companies allocated to a Trust Feeder Fund.

To the extent consistent with applicable laws, regulations and rules, the Distributor may use Rule 12b-1 fees: (i) for any expenses relating to the distribution of the shares of the class, (ii) for any expenses relating to shareholder or administrative services for holders of the shares of the class (or owners of contracts funded in insurance company separate accounts that invest in the shares of the class) and (iii) for the payment of "service fees" that come within Rule 2830(d)(5) of the Conduct Rules of the National Association of Securities Dealers, Inc.

Without limiting the foregoing, the Distributor may pay all or part of the Rule 12b-1 fees from a portfolio to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the portfolio serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding sentence; this provision, however, does not obligate the Distributor to make any payments of Rule 12b-1 fees and does not limit the use that the Distributor may make of the Rule 12b-1 fees it receives. Currently, all such payments are made to insurance companies affiliated with JHT's investment adviser and Distributor. However, payments may be made to nonaffiliated insurance companies in the future.

Rule 12b-1 fees are paid out of a portfolio's assets on an ongoing basis. Therefore, these fees will increase the cost of an investment in a portfolio and may, over time, be greater than other types of sales charges.

GENERAL INFORMATION

TAXES

The following is a summary of some important tax issues that affect JHT and the Portfolios. The summary is based on current tax laws which may be changed by legislative, judicial or administrative action (possibly with retroactive effect). You should not consider this to be a detailed description of the tax treatment of JHT or the Portfolios. More information about taxes is located in the SAI under the heading -- "Additional Information Concerning Taxes". YOU ARE URGED TO CONSULT YOUR TAX ADVISER REGARDING SPECIFIC QUESTIONS AS TO FEDERAL, STATE AND LOCAL INCOME TAXES AND THEIR IMPACT ON YOUR PERSONAL TAX LIABILITY.

289

QUALIFICATION AS A REGULATED INVESTMENT COMPANY

DIVERSIFICATION REQUIREMENTS APPLICABLE TO INSURANCE COMPANY SEPARATE ACCOUNTS

JHT intends to take the steps necessary to qualify each portfolio as a regulated investment company under Subchapter M of the Internal Revenue Code (the "Code") and believes that each portfolio will so qualify. As a result of qualifying as a regulated investment company, each portfolio will not be subject to U.S. Federal income tax on its net investment income and net capital gain that it distributes to its shareholders in each taxable year provided that it distributes to its shareholders at least 90% of its net investment income for such taxable year. Net investment income is defined as investment company taxable income, as that term is defined in the Code, determined without regard to the deduction for dividends paid and excluding net capital gains. Net capital gain is defined as the excess of its net realized long-term capital gain over its net realized short-term capital loss. Each portfolio is subject to a nondeductible 4% excise tax calculated as a percentage of certain undistributed amounts of ordinary income and capital gain net income. To the extent possible, each portfolio intends to make sufficient distributions to avoid the application of both corporate income and excise taxes.

Because JHT complies with the ownership restrictions of Treas. Reg. Section 1.817-5(f), Rev. Rul. 81-225, Rev. Rul. 2003-91, and Rev. Rul. 2003-92 (no direct ownership by the public), JHT expects each insurance company separate account to be treated as owning (as a separate investment) its proportionate share of each asset of any portfolio in which it invests, provided that the portfolio qualifies as a regulated investment company. Therefore, each portfolio intends to meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Code. These requirements generally provide that no more than 55% of the value of the assets of a portfolio may be represented by any one investment; no more than 70% by any two investments; no more than 80% by any three investments; and no more than 90% by any four investments. For these purposes, all securities of the same issuer are treated as a single investment and each United States government agency or instrumentality is treated as a separate issuer.

If a portfolio failed to qualify as a regulated investment company, owners of contracts based on the portfolio:

- would be treated as owning shares of the portfolio (rather than their proportionate share of the assets of such portfolio) for purposes of the diversification requirements under Subchapter L of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral, and

- the portfolio would incur regular corporate federal income tax on its taxable income for that year and be subject to certain distribution requirements upon requalification.

In addition, if a portfolio failed to comply with the diversification requirements of the regulations under Subchapter L of the Code, owners of contracts based on the portfolio might be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above rules is carefully monitored by the Adviser and the Subadvisers and it is intended that the portfolios will comply with these rules as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in a reduction in the return under a portfolio, since to comply with the above rules, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the Subadvisers might otherwise believe to be desirable.

TAX-QUALIFIED AND NON-QUALIFIED CONTRACTS

Certain of MFC's life insurance subsidiaries (the "Insurance Companies") will pay company income taxes that reflect the use of various permissible deductions and certain tax benefits discussed below. While the Insurance Companies may consider company income tax liabilities and tax benefits when pricing their products, they do not currently include such income tax liabilities and tax benefits in computing the charges paid and the benefits received by a variable contract holder under the contract. The Insurance Companies will periodically review the treatment of these taxes and benefits and may change it in the future. (The Insurance Companies may impose a "DAC Tax Charge" under certain variable contracts, but the DAC Tax Charge compensates the Insurance Companies for the required deferral of deductible policy acquisition costs and does not itself constitute company income tax.)

290

In calculating their corporate income tax liability, the Insurance Companies derive certain corporate income tax benefits associated with the Insurance Companies' separate account assets that are treated as company assets under applicable income tax law. These benefits reduce the Insurance Companies' overall corporate income tax liability. Such benefits may include dividends-received deductions and foreign tax credits, which can be material. The Insurance Companies do not pass these benefits through to the separate accounts, principally because: (i) the greater part of the benefits results from the dividends-received deduction, which involves no reduction in the dollar amount of dividends that the separate account receives, and (ii) product owners are not the owners of the assets generating the benefits under applicable income tax law.

Holders of variable annuity contracts or variable life insurance policies should consult the prospectuses of their respective contracts or policies for information on the federal income tax consequences to such holders. In addition, variable contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in JHT, including the application of state and local taxes.

FOREIGN INVESTMENTS

When investing in foreign securities or currencies, a Fund may be required to pay withholding or other taxes to foreign governments. Foreign tax withholding from dividends and interest, if any, is generally imposed at a rate between 10% and 35%. The investment yield of any portfolio that invests in foreign securities or currencies will be reduced by these foreign taxes. The foreign tax credit, if any, allowable with respect to such foreign taxes will not benefit owners of variable annuity or variable life insurance contracts who allocate investments to a portfolio of JHT.

TAX IMPLICATIONS FOR INSURANCE CONTRACTS WITH INVESTMENTS ALLOCATED TO JHT

For information regarding the tax implications for the purchaser of a variable annuity or life insurance contract who allocates investments to a portfolio of JHT, please refer to the prospectus for the contract.

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations currently in effect. It is not intended to be a complete explanation or a substitute for consultation with individual tax advisors. The Code and Regulations are subject to change, possibly with retroactive effect. See "Additional Information Concerning Taxes" in the SAI for additional information on taxes.

DIVIDENDS

JHT intends to declare as dividends substantially all of the net investment income, if any, of each portfolio. Dividends from the net investment income and the net capital gain, if any, for each portfolio except the Money Market Trust will be declared not less frequently than annually and reinvested in additional full and fractional shares of that portfolio or paid in cash. Dividends from net investment income and net capital gain, if any, for the Money Market Trust will be declared and reinvested, or paid in cash, daily.

PURCHASE AND REDEMPTION OF SHARES

Shares of each Fund of JHT are offered continuously, without sales charge, at a price equal to their net asset value. The distributor of the shares of JHT is John Hancock Distributors LLC. Shares of each Fund of JHT are sold and redeemed at their net asset value next computed after a purchase payment or redemption request is received by the shareholder from the contract owner or after any other purchase or redemption order is received by JHT. Depending upon the net asset value at that time, the amount paid upon redemption may be more or less than the cost of the shares redeemed. Payment for shares redeemed will generally be made within seven days after receipt of a proper notice of redemption. However, JHT may suspend the right of redemption or postpone the date of payment beyond seven days during any period when:

- trading on the New York Stock Exchange is restricted, as determined by the SEC, or such Exchange is closed for other than weekends and holidays;

291

- an emergency exists, as determined by the SEC, as a result of which disposal by JHT of securities owned by it is not reasonably practicable or it is not reasonably practicable for JHT fairly to determine the value of its net assets; or

- the SEC by order so permits for the protection of security holders of JHT.

CALCULATION OF NET ASSET VALUE

The net asset value of the shares of each portfolio is determined once daily as of the close of day-time trading of the New York Stock Exchange, Monday through Friday, except that no determination is required on:

(i) days on which changes in the value of such portfolio's portfolio securities will not materially affect the current net asset value of the shares of the portfolio,

(ii) days during which no shares of such portfolio are tendered for redemption and no order to purchase or sell such shares is received by JHT, or

(iii) the following business holidays or the days on which such holidays are observed by the New York Stock Exchange: New Year's Day, Martin Luther King, Jr.'s Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

The net asset values per share of all portfolios, except the Money Market Trust, are computed by:

(i) adding the sum of the value of the securities held by each portfolio plus any cash or other assets it holds,

(ii) subtracting all its liabilities, and

(iii) dividing the result by the total number of shares outstanding of that portfolio at such time.

VALUATION OF SECURITIES

Securities held by each of the portfolios, except securities held by the Money Market Trust, a fund of funds, and money market instruments with remaining maturities of 60 days or less, are valued at their market value if market quotations are readily available. Otherwise, portfolio securities are valued at fair value as determined in good faith by the Trustees. The Trustees have delegated the responsibility to fair value securities to JHT's Pricing Committee (the "Pricing Committee"), and actual calculation of fair value may be made by persons acting pursuant to the direction of the Trustees.

Generally, trading (i) in non-U.S. securities, (ii) U.S. Government Securities and (iii) money market instruments is substantially completed each day at various times prior to the close of trading of the New York Stock Exchange. The values of such securities used in computing the net asset value of a portfolio's shares are generally determined as of such times. If market quotations or official closing prices are not readily available or do not accurately reflect fair value for a security or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), that security may be valued by another method that Trustees or their designee believe accurately reflects its fair value.

In deciding whether to make a fair value adjustment to the price of a security, the Trustees or their designee may review a variety of factors, including, developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. JHT may also fair value securities in other situations, for example, when a particular foreign market is closed but JHT is calculating the net asset value for its portfolios. In view of these factors, it is likely that Trust portfolios investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Trust portfolios investing significant amounts of assets in frequently traded, U.S. exchange listed securities of large capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Trust portfolios that invest in securities in foreign markets that close prior to the New York Stock Exchange, JHT will, on an ongoing basis, monitor for "significant market events." A "significant market event" is a certain percentage change in the

292

value of the S&P index or of certain "i-Share Exchange Traded Funds" ("i-Shares") which track foreign markets in which Trust portfolios have significant investments. If a significant market event occurs due to a change in the value of the S&P index or of i-Shares, the pricing for all Trust portfolios that invest in foreign markets that have closed prior to the New York Stock Exchange will promptly be reviewed and potential adjustments to the net asset value of such portfolios will be recommended to JHT's Pricing Committee where applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of a portfolio's shares reflects the value of the portfolio's securities as of the close of the New York Stock Exchange (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of a portfolio at deflated prices reflecting stale security valuations and promptly sell such shares at a gain. However, a security's valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

All instruments held by the Money Market Trust and money market instruments with a remaining maturity of 60 days or less held by the other portfolios are valued on an amortized cost basis. Underlying Portfolio shares held by a fund of funds and by the American Feeder Trusts are valued at their net asset value. The American Feeder Trusts invest in corresponding American Funds master funds, and the prospectus for the American Funds master funds which accompanies this prospectus describes the valuation of securities held by these master funds, including the circumstances in which such securities may be fair valued.

DISRUPTIVE SHORT TERM TRADING

None of JHT's Funds is designed for short-term trading since such activity may increase portfolio transaction costs, disrupt management of a portfolio (affecting a subadviser's ability to effectively manage a portfolio in accordance with its investment objective and policies) and dilute the interest in a portfolio held for long-term investment ("Disruptive Short-Term Trading"). An investor should invest in JHT's portfolios for long-term investment purposes only.

The Board of Trustees has adopted procedures to deter Disruptive Short-Term Trading and JHT seeks to deter and prevent such trading through several methods:

First, to the extent that there is a delay between a change in the value of a portfolio's holdings, and the time when that change is reflected in the net asset value of the portfolio's shares, the portfolio is exposed to the risk that investors may seek to exploit this delay by purchasing or redeeming shares at net assets values that do not reflect appropriate fair value prices. JHT seeks to deter and prevent this activity, sometime referred to as "stale price arbitrage," by the appropriate use of "fair value" pricing of the securities in JHT's portfolios. See "Purchases and Redemption of Shares" above for further information on fair value pricing.

Second, JHT will seek to monitor purchases and redemptions of Trust shares. If management of JHT becomes aware of Disruptive Short-Term Trading in any separate account of an insurance company that uses JHT as its underlying investment vehicle, JHT will request that the insurance company take appropriate action to ensure that the Disruptive Short-Term Trading ceases. If the Disruptive Short-Term Trading continues, JHT will request that the insurance company impose restrictions on such trading. There can be no assurance that the insurance company will comply with JHT's request. JHT will cooperate with efforts by the insurance companies to limit excessive transfers in JHT's portfolios by contract holders in their insurance products.

Investors in JHT should note that insurance companies have legal and technological limitations on their ability to impose restrictions on Disruptive Short-Term Trading and that restrictions may vary among insurance companies and by insurance product. Investors should also note that by their nature, insurance company separate accounts and omnibus or other nominee accounts, in which purchases and sales of portfolio shares by multiple investors are aggregated for presentation to a portfolio on a net basis make it more difficult for JHT to identify short-term transactions in a portfolio and the investor who is effecting the transaction. Therefore, no assurance can be given that JHT will be able to impose uniform restrictions on all insurance companies and all insurance products or that it will be able to successfully impose restrictions on all Disruptive Short-Term Trading. If JHT is unsuccessful in restricting Disruptive Short-Term Trading, the portfolios may incur higher brokerage costs, may maintain higher

293

cash levels (limiting their ability to achieve their investment objective and affecting the subadviser's ability to effectively manage them) and may be exposed to dilution with respect to interests held for long-term investment.

Market timers may target portfolios with the following types of investments:

1. portfolios with significant investments in foreign securities traded on markets that close before the portfolio determines its net asset value.

2. portfolios with significant investments in high yield securities that are infrequently traded.

3. portfolios with significant investments in small cap securities.

Market timers may also target portfolios with other types of investments for frequent trading of shares.

POLICY REGARDING DISCLOSURE OF TRUST PORTFOLIO HOLDINGS

The SAI of JHT contains a description of JHT's policies and procedures regarding disclosure of Trust portfolio holdings. (See "Procedures Regarding Disclosure of Trust Portfolio Holdings")

Each of the Lifestyle Trusts, the Founding Allocation Trust and the Index Allocation Trust invests in shares of other Trust portfolios. The holdings of each Lifestyle Trust, Founding Allocation Trust and Index Allocation Trust in other Trust portfolios will be posted to the website listed below within 30 days after each calendar quarter end and within 30 days after any material changes are made to the holdings of a Lifestyle Trust, the Founding Allocation Trust or the Index Allocation Trust. In addition, the ten largest holdings of each Trust portfolio will be posted to the website listed below 30 days after each calendar quarter end. The information described above will remain on the website until the date JHT files its Form N-CSR or Form N-Q with the SEC for the period that includes the date as of which the website information is current. JHT's Form N-CSR and Form N-Q will contain each portfolio's entire portfolio holdings as of the applicable calendar quarter end.

www.johnhancockannuities.com/Marketing/Portfolio/PortfolioIndexPage.aspx

PURCHASERS OF SHARES OF JHT

Shares of JHT may be sold to insurance company separate accounts for both variable annuity and variable life insurance contracts. Due to differences in tax treatments and other considerations, the interests of various contract owners participating in JHT. The Board of Trustees of JHT will monitor events in order to identify the existence of any material irreconcilable conflicts and determine what action, if any, should be taken in response to any such conflict.

BROKER COMPENSATION AND REVENUE SHARING ARRANGEMENTS

Insurance companies and their SEC registered separate accounts may use JHT as an underlying investment medium for their variable annuity contracts and variable life insurance policies ("Variable Products"). Distributors of such variable products pay compensation to authorized broker-dealers for the sale of the contracts and policies. These distributors may also pay additional compensation to, and enter into revenue sharing arrangements with, certain authorized broker-dealers. For a description of these compensation and revenue sharing arrangements, see the prospectuses and statements of additional information of the Variable Products. The compensation paid to broker-dealers and the revenue sharing arrangements may be derived, in whole or in part, through 12b-1 distribution fees or through the Adviser's profit on the advisory fee.

John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (the "John Hancock Insurance Companies") and certain of their separate accounts that are exempt from SEC registration may use Series 1 shares of JHT as an underlying investment medium for exempt group annuity contracts ("Group Contracts") issued to certain qualified retirement plans (the "Plans"). John Hancock Insurance Companies and their affiliates pay compensation to broker-dealers and insurance agents for the sale of the Group Contracts and also pay compensation to third party administrators ("TPAs") for the services they provide in connection the administration of the Plans. To the extent the Insurance Companies and their affiliates pay additional compensation to, and enter into revenue sharing arrangements with, certain broker-dealers, agents or TPAs, JHT understands that the John

294

Hancock Insurance Companies disclose such compensation and arrangements to the Plans. JHT also understands that, in the case of Group Contracts issued by John Hancock Insurance Companies, any such compensation or amounts paid under revenue sharing arrangements may be derived, in whole or in part, through 12b-1 distribution fees or through the Adviser's profit on the advisory fee.

295

APPENDIX A

LIFESTYLE TRUSTS, FOUNDING ALLOCATION TRUST AND ABSOLUTE RETURN TRUST

DESCRIPTION OF UNDERLYING FUNDS

The Lifestyle Trusts, the Founding Allocation Trust and the Absolute Return Trust may invest in Series NAV shares of any of JHT's Funds except other JHT fund of funds and the American Feeder Trusts (the "Underlying Portfolios"). The following tables set forth, separately for the fixed-income Underlying Portfolios and the equity Underlying Portfolios of JHT: (i) the names of the Underlying Portfolios and of their respective subadvisers; (ii) the expense ratios of the Series NAV shares of the Underlying Portfolios for the most recent fiscal year (or estimated expense ratios in the case of new portfolios); and
(iii) brief descriptions of the Underlying Portfolio investment goals and principal strategies. Additional investment practices are described in JHT's SAI and in the prospectuses for the Underlying Portfolios.

FIXED-INCOME FUNDS -- JOHN HANCOCK TRUST

296

                                ESTIMATED
                                 EXPENSE
FUND AND SUBADVISER(S)            RATIO             GOAL AND PRINCIPAL STRATEGY
----------------------          ---------           ---------------------------
ACTIVE BOND TRUST                           Seeks income and capital appreciation by
Declaration Management &                    investing at least 80% of its assets in a
Research LLC and MFC Global                 diversified mix of debt securities and
Investment Management                       instruments.
(U.S.), LLC

BOND INDEX TRUST A                          Seeks to track the performance of the
Declaration Management &                    Lehman Brothers Aggregate Index* (which
Research LLC                                represents the U.S. investment grade bond
                                            market). The fund normally invests at
                                            least 80% of its assets in securities
                                            listed in this Index. The fund is an
                                            intermediate-term bond fund of high and
                                            medium credit quality.

CORE BOND TRUST                             Seeks total return consisting of income
Wells Capital Management,                   and capital appreciation by normally
Incorporated                                investing in a broad range of
                                            investment-grade debt securities. The
                                            subadviser invests in debt securities that
                                            it believes offer attractive yields and
                                            are undervalued relative to issues of
                                            similar credit quality and interest rate
                                            sensitivity. From time to time, the Fund
                                            may also invest in unrated bonds believed
                                            to be comparable to investment-grade debt
                                            securities. Under normal circumstances,
                                            the subadviser expects to maintain an
                                            overall effective duration range between 4
                                            and 5 1/2 years.

GLOBAL BOND TRUST                           Seeks to realize maximum total return,
Pacific Investment                          consistent with preservation of capital
Management Company LLC                      and prudent investment management by
                                            investing primarily in fixed-income
                                            securities denominated in major foreign
                                            currencies, baskets of foreign currencies
                                            (such as the ECU) and the U.S. dollar.

HIGH INCOME TRUST                           Seeks high current income by normally
MFC Global Investment                       investing at least 80% of its assets in
Management (U.S.), LLC                      U.S. and foreign fixed-income securities
                                            rated BB/Ba or lower and their unrated
                                            equivalents.

HIGH YIELD TRUST                            Seeks to realize an above-average total
Western Asset Management                    return over a market cycle of three to
Company                                     five years, consistent with reasonable
                                            risk, by investing primarily in high yield
                                            debt securities, including corporate bonds
                                            and other fixed-income securities.

297

INCOME TRUST                                Seeks to maximize income while maintaining
Franklin Advisers, Inc.                     prospects for capital appreciation. Under
                                            normal market conditions, the Fund invests
                                            in a diversified portfolio of debt
                                            securities, such as bonds, notes and
                                            debentures, and equity securities, such as
                                            common stocks, preferred stocks and
                                            convertible securities.

INVESTMENT QUALITY BOND TRUST               Seeks a high level of current income
Wellington Management                       consistent with the maintenance of
Company, LLP                                principal and liquidity by investing in a
                                            diversified portfolio of investment grade
                                            bonds, focusing on corporate bonds and U.S.
                                            Government bonds with intermediate to
                                            longer term maturities. The Fund may also
                                            invest up to 20% of its assets in
                                            non-investment grade fixed income
                                            securities.

MONEY MARKET TRUST                          Seeks to obtain maximum current income
MFC Global Investment                       consistent with preservation of principal
Management (U.S.A.)                         and liquidity. The fund invests in high
Limited                                     quality, U.S. dollar denominated money
                                            market instruments.

SHORT-TERM BOND TRUST                       Seeks income and capital appreciation by
Declaration Management &                    investing at least 80% of its assets in a
Research LLC                                diversified mix of debt securities and
                                            instruments.

SPECTRUM INCOME TRUST                       Seeks a high level of current income with
T. Rowe Price Associates,                   moderate share price fluctuation. The Fund
Inc.                                        diversifies its assets widely among market
                                            segments and seeks to maintain broad
                                            exposure to domestic and international
                                            fixed income markets in an attempt to
                                            reduce the impact of markets that are
                                            declining and to benefit from good
                                            performance in particular segments over
                                            time. The Fund normally invests in
                                            investment grade corporate, and foreign and
                                            emerging market fixed income securities,
                                            income-oriented stocks (up to 40% of its
                                            assets), short-term securities,
                                            asset-backed and mortgage related
                                            securities and U.S. Government securities.
                                            The Fund may invest up to 40% of its assets
                                            in high yield fixed-income securities
                                            (commonly known as "junk bonds").

STRATEGIC BOND TRUST                        Seeks a high level of total return
Western Asset Management                    consistent with preservation of capital by
Company                                     giving its subadviser broad discretion to
                                            deploy the Fund's assets among certain
                                            segments of the fixed income market in the
                                            manner the subadviser believes will best
                                            contribute to achieving the Fund's
                                            investment goal.

STRATEGIC INCOME TRUST                      Seeks a high level of current income by
MFC Global Investment                       normally investing primarily in: foreign
Management (U.S.), LLC                      government and corporate debt securities
                                            from developed and emerging markets; U.S.
                                            Government and agency securities; and U.S.
                                            high yield bonds.

TOTAL RETURN TRUST                          Seeks to realize maximum total return,
Pacific Investment                          consistent with preservation of capital and
Management Company LLC                      prudent investment management, by normally
                                            investing at least 65% of its assets in a
                                            diversified portfolio of fixed income
                                            securities of varying maturities. The
                                            average portfolio duration will normally
                                            vary within a three- to six-year time frame
                                            based on the subadviser's forecast for
                                            interest rates.

U.S. GOVERNMENT SECURITIES                  Seeks a high level of current income,
TRUST                                       consistent with preservation of capital and
Western Asset Management                    maintenance of liquidity, by investing in
Company                                     debt obligations and mortgage-backed
                                            securities issued or guaranteed by the U.S.
                                            Government, its agencies or
                                            instrumentalities and derivative securities
                                            such as collateralized mortgage obligations
                                            backed by such securities.

U.S. HIGH YIELD BOND TRUST                  Seeks total return with a high level of
Wells Capital Management,                   current income by normally investing
Incorporated                                primarily in below investment-grade debt
                                            securities (commonly known as "junk bonds"
                                            or high yield securities). The Fund also
                                            invests in corporate debt securities and
                                            may buy preferred and other convertible
                                            securities and bank loans.

298

EQUITY FUNDS -- JOHN HANCOCK TRUST

                                ESTIMATED
                                 EXPENSE
    FUND AND SUBADVISER(S)        RATIO             GOAL AND PRINCIPAL STRATEGY
----------------------          ---------           ---------------------------
INDEX 500 TRUST                             Seeks to approximate the aggregate total
MFC Global Investment                       return of a broad U.S. domestic equity
Management                                  market index by attempting to track the
(U.S.A.) Limited                            performance of the S&P 500 Composite Stock
                                            Price Index.*

INDEX 500 TRUST B                           Seeks to approximate the aggregate total
MFC Global Investment                       return of a broad U.S. domestic equity
Management                                  market index by attempting to track the
(U.S.A.) Limited                            performance of the S&P 500 Composite Stock
                                            Price Index.*

ALL CAP CORE TRUST                          Seeks long-term growth of capital by
Deutsche Investment                         investing primarily in common stocks and
Management Americas Inc.                    other equity securities within all asset
                                            classes (small-, mid- and large-cap),
                                            primarily those within the Russell 3000
                                            Index.*

ALL CAP GROWTH TRUST                        Seeks long-term capital appreciation by
AIM Capital Management, Inc.                normally investing its assets principally
                                            in common stocks of companies that are
                                            likely to benefit from new or innovative
                                            products, services or processes, as well
                                            as those that have experienced above
                                            average, long-term growth in earnings and
                                            have excellent prospects for future growth.

ALL CAP VALUE TRUST                         Seeks capital appreciation by investing in
Lord, Abbett & Co. LLC                      equity securities of U.S. and
                                            multinational companies in all
                                            capitalization ranges that the subadviser
                                            believes are undervalued.

BLUE CHIP GROWTH TRUST                      Seeks to achieve long-term growth of
T. Rowe Price Associates,                   capital (current income is a secondary
Inc.                                        objective) by normally investing at least
                                            80% of its total assets in the common
                                            stocks of large- and medium-sized blue
                                            chip growth companies. Some of the stocks
                                            in the portfolio are expected to pay
                                            dividends.

CAPITAL APPRECIATION TRUST                  Seeks long-term capital growth by
Jennison Associates LLC                     investing at least 65% of its total assets
                                            in equity-related securities of companies
                                            that exceed $1 billion in market
                                            capitalization and that the subadviser
                                            believes have above-average growth
                                            prospects. These companies are generally
                                            medium- to-large capitalization companies.

CLASSIC VALUE TRUST                         Seeks long-term growth of capital by
Pzena Investment Management,                normally investing at least 80% of its net
LLC                                         assets in domestic equity securities. The
                                            subadviser seeks to identify companies
                                            that it believes are currently undervalued
                                            relative to the market, based on estimated
                                            future earnings and cash flow.

CORE EQUITY TRUST                           Seeks long-term capital growth by normally
Legg Mason Capital                          investing primarily in equity securities
Management, Inc.                            that, in the subadviser's opinion, offer
                                            the potential for capital growth. The
                                            subadviser seeks to purchase securities at
                                            large discounts to the subadviser's
                                            assessment of their intrinsic value.

299

DYNAMIC GROWTH TRUST                        Seeks long-term growth of capital by
Deutsche Investment                         investing in stocks and other equity
Management Americas Inc.                    securities of medium-sized U.S. companies
                                            with strong growth potential.

EMERGING GROWTH TRUST                       Seeks superior long-term rates of return
MFC Global Investment                       through capital appreciation by normally
Management (U.S.), LLC                      investing primarily in high quality
                                            securities and convertible instruments of
                                            small-cap U.S. companies.

EMERGING SMALL COMPANY TRUST                Seeks long-term capital appreciation by
RCM Capital Management LLC                  investing, under normal market conditions,
                                            at least 80% of its net assets (plus
                                            borrowings for investment purposes) in
                                            equity securities of U.S. companies with
                                            smaller capitalizations (which RCM defines
                                            as companies with market capitalizations
                                            of not less than 50% and not more than
                                            200% of the weighted average market
                                            capitalization of the Russell 2000 Index).*

EMERGING MARKETS VALUE TRUST                Seeks long term capital appreciation by
Dimensional Fund Advisers                   investing, under normal circumstances, at
                                            least 80% of its net assets (plus any
                                            borrowings for investment purposes) in
                                            companies associated with emerging markets
                                            designated from time to time by the
                                            Investment Committee of the subadviser.

EQUITY-INCOME TRUST                         Seeks to provide substantial dividend
T. Rowe Price Associates,                   income and also long-term capital
Inc.                                        appreciation by investing primarily in
                                            dividend-paying common stocks,
                                            particularly of established companies with
                                            favorable prospects for both increasing
                                            dividends and capital appreciation.

FINANCIAL SERVICES TRUST                    Seeks growth of capital by normally
Davis Selected Advisers, L.P.               investing at least 80% of its net assets
                                            (plus any borrowings for investment
                                            purposes) in companies principally engaged
                                            in financial services. A company is
                                            "principally engaged" in financial
                                            services if it owns financial
                                            services-related assets constituting at
                                            least 50% of the value of its total
                                            assets, or if at least 50% of its revenues
                                            are derived from its provision of
                                            financial services.

FUNDAMENTAL VALUE TRUST                     Seeks growth of capital by normally
Davis Selected Advisers, L.P.               investing primarily in common stocks of
                                            U.S. companies with market capitalizations
                                            of at least $10 billion. The Fund may also
                                            invest in U.S. companies with smaller
                                            capitalizations.

GLOBAL TRUST                                Seeks long-term capital appreciation by
Templeton Global Advisors                   normally investing at least 80% of its net
Limited                                     assets (plus any borrowings for investment
                                            purposes) in equity securities of
                                            companies located anywhere in the world,
                                            including emerging markets.

GLOBAL ALLOCATION TRUST                     Seeks total return, consisting of
UBS Global Asset Management                 long-term capital appreciation and current
(Americas) Inc.                             income, by investing in equity and fixed
                                            income securities of issuers located
                                            within and outside the U.S.

GLOBAL REAL ESTATE TRUST                    To seek a combination of long-term capital
Deutsche Investment                         appreciation and current income. Under
Management Americas, Inc.                   normal market conditions, the Fund invests
                                            at least 80% of net assets (plus any
                                            borrowings for

300

                                            investment purposes) at the time of
                                            investment in equity securities of U.S.
                                            REITs, foreign entities with
                                            tax-transparent structures similar to
                                            REITs and U.S. and foreign real estate
                                            operating companies. Equity securities
                                            include common stock, preferred stock and
                                            securities convertible into common stock.
                                            The Fund will be invested in issuers
                                            located in at least three different
                                            countries, including the United States.

GROWTH & INCOME TRUST                       Seeks income and long-term capital
Independence Investments LLC                appreciation. The Fund invests at least
                                            65% of its total assets in a diversified
                                            mix of common stocks of large U.S.
                                            companies.

GROWTH TRUST                                Seeks long-term capital growth by seeking
Grantham, Mayo, Van Otterloo                to outperform its benchmark, the Russell
& Co. LLC                                   1000 Growth Index. The Fund typically
                                            makes equity investments in U.S. companies
                                            whose stocks are included in the Russell
                                            1000 Index, or in companies with size and
                                            growth characteristics similar to those of
                                            companies with stocks in the Index.*

GROWTH OPPORTUNITIES TRUST                  Seeks long-term capital growth by seeking
Grantham, Mayo, Van Otterloo                to outperform its benchmark, the Russell
& Co. LLC                                   2500 Growth Index. The Fund typically
                                            makes equity investments in companies
                                            whose stocks are included in the Russell
                                            2500 Index, or in companies with total
                                            market capitalizations similar such
                                            companies ("small- and mid-cap
                                            companies"). The Fund normally invests at
                                            least 80% of its assets in investments in
                                            small- and mid-cap companies.*

HEALTH SCIENCES TRUST                       Seeks long-term capital appreciation by
T. Rowe Price Associates,                   normally investing at least 80% of its net
Inc.                                        assets (plus any borrowings for investment
                                            purposes) in common stocks of companies
                                            engaged in the research, development,
                                            production, or distribution of products or
                                            services related to health care, medicine,
                                            or the life sciences (collectively,
                                            "health sciences").

INCOME & VALUE TRUST                        To seek the balanced accomplishment of (a)
Capital Guardian Trust                      conservation of principal and (b)
Company                                     long-term growth of capital and income.
                                            Under normal market conditions, the Fund
                                            invests its assets in both equity and
                                            fixed income securities. The subadviser
                                            has full discretion to determine the
                                            allocation of assets between equity and
                                            fixed income securities. Generally,
                                            between 25% and 75% of the Fund's total
                                            assets will be invested in fixed income
                                            securities unless the subadvier determines
                                            that some other proportion would better
                                            serve the Fund's investment objective.

INTERNATIONAL CORE TRUST                    Under normal circumstances, the Fund seeks
Grantham, Mayo, Van Otterloo                to achieve its objective by outperforming
& Co. LLC                                   the MSCI EAFE Index. The Fund typically
                                            invests in a diversified portfolio of
                                            equity investments from developed markets
                                            other than the U.S.  The Fund invests at
                                            least 80% of its total assets in equity
                                            investments.

INTERNATIONAL EQUITY INDEX                  Seeks to track the performance of
TRUST A                                     broad-based equity indices of foreign
SSgA Funds Management, Inc.                 companies in developed and emerging
                                            markets by attempting to track the
                                            performance of the MSCI All Country World
                                            ex-US Index.*

301

INTERNATIONAL EQUITY INDEX                  Seeks to track the performance of
TRUST B                                     broad-based equity indices of foreign
SSgA Funds Management, Inc.                 companies in developed and emerging
                                            markets by attempting to track the
                                            performance of the MSCI All Country World
                                            ex-US Index.*

INTERNATIONAL GROWTH TRUST                  Seeks long term capital appreciation by
Grantham, Mayo, Van Otterloo                seeking to outperform its benchmark, the
& Co. LLC                                   S&P Citigroup Primary Market Index ("PMI")
                                            Europe, Pacific and Asia Composite
                                            ("EPAC") Growth Style Index. The Fund
                                            typically invests in a diversified
                                            portfolio of equity investments from
                                            developed markets throughout the world.

INTERNATIONAL OPPORTUNITIES                 Seeks long-term growth of capital by
TRUST                                       normally investing at least 65% of its
Marsico Capital Management,                 assets in common stocks of foreign
LLC                                         companies selected for their long-term
                                            growth potential. The Fund may invest in
                                            companies of any size throughout the world
                                            and normally invests in issuers from at
                                            least three different countries not
                                            including the U.S. It may invest in common
                                            stocks of companies operating in emerging
                                            markets.

INTERNATIONAL SMALL CAP TRUST               Seeks long-term capital appreciation by
Templeton Investment                        investing primarily in the common stock of
Counsel, LLC                                smaller companies outside the U.S. and
                                            normally invests at least 80% of its net
                                            assets (plus any borrowing for investment
                                            purposes) in securities issued by foreign
                                            companies which have total stock market
                                            capitalizations or annual revenues of $4
                                            billion or less ("small-company
                                            securities").

INTERNATIONAL SMALL COMPANY                 Seeks long-term capital appreciation by
TRUST                                       primarily investing its assets in equity
Dimensional Fund Advisors                   securities of non-U.S. small companies of
                                            developed and emerging markets under
                                            normal market conditions.

INTERNATIONAL VALUE TRUST                   Seeks long-term growth of capital by
Templeton Investment                        normally investing primarily in equity
Counsel, Inc.                               securities of companies located outside
                                            the U.S., including emerging markets.

INTRINSIC VALUE TRUST                       Seeks long-term capital growth by seeking
Grantham, Mayo, Van Otterloo                to outperform its benchmark, the Russell
& Co. LLC                                   1000 Value Index. The Fund typically makes
                                            equity investments in U.S. companies whose
                                            stocks are included in the Russell 1000
                                            Index, or in companies with size and
                                            growth characteristics similar to those of
                                            companies with stocks in the Index.

LARGE CAP TRUST                             Seeks to maximize total return, consisting
UBS Global Asset Management                 of capital appreciation and current
(Americas) Inc.                             income, by normally investing at least 80%
                                            of its net assets (plus borrowings for
                                            investment purposes, if any) in equity
                                            securities of U.S. large-capitalization
                                            companies.

LARGE CAP VALUE TRUST                       Seeks long-term growth of capital by
BlackRock Investment                        normally investing, primarily in a
Management, LLC                             diversified portfolio of equity securities
                                            of large-cap companies located in the U.S.

302

MANAGED TRUST                               Seeks income and long-term capital
Grantham, Mayo, Van Otterloo                appreciation by investing primarily in a
& Co. LLC and Declaration                   diversified mix of common stocks of large-
Management & Research LLC                   and mid-sized U.S. companies; and bonds
                                            with an overall intermediate term average
                                            maturity. The Fund employs a multi-manager
                                            approach with two subadvisers, each of
                                            which employs its own investment approach
                                            and independently manages its portion of
                                            the Fund's portfolio.

MID CAP INDEX TRUST                         Seeks to approximate the aggregate total
MFC Global Investment                       return of a mid-cap U.S. domestic equity
Management                                  market index by attempting to track the
(U.S.A.) Limited                            performance of the S&P Mid Cap 400 Index.*

MID CAP INTERSECTION TRUST                  Seeks long term growth of capital by
Wellington Management                       investing, under normal market conditions,
Company, LLP                                at least 80% of its net assets (plus any
                                            borrowings for investment purposes) in
                                            equity securities of medium-sized
                                            companies with significant capital
                                            appreciation potential.

MID CAP STOCK TRUST                         Seeks long-term growth of capital by
Wellington Management                       normally investing at least 80% of its net
Company, LLP                                assets (plus any borrowings for investment
                                            purposes) in equity securities of
                                            medium-sized companies with significant
                                            capital appreciation potential. The Fund
                                            tends to invest in companies within the
                                            market capitalization of companies
                                            represented in either the Russell Midcap
                                            Index or the S&P Mid Cap 400 Index.

MID CAP VALUE EQUITY TRUST                  Seeks to provide long-term growth of
RiverSource Investments, LLC                capital by investing at least 80% of its
                                            net assets (including the amount of any
                                            borrowings for investment purposes) in
                                            equity securities of medium-sized
                                            companies.

MID CAP VALUE TRUST                         Seeks capital appreciation by normally
Lord, Abbett & Co. LLC                      investing at least 80% of its net assets
                                            (plus any borrowings for investment
                                            purposes) in mid-sized companies, with
                                            market capitalizations at the time of
                                            purchase within the market capitalization
                                            range of companies in the Russell Midcap
                                            Index.*

MID VALUE TRUST                             Seeks long-term capital appreciation. The
T. Rowe Price Associates,                   fund normally invests primarily in a
Inc.                                        diversified mix of common stocks of mid
                                            size U.S. companies that are believed to
                                            be undervalued by various measures and to
                                            offer good prospects for capital
                                            appreciation.

MUTUAL SHARES TRUST                         Seeks capital appreciation, which may
Franklin Mutual Advisers, LLC               occasionally be short-term. Income is a
                                            secondary goal.  Under normal market
                                            conditions, the fund invests mainly in
                                            equity securities (including convertible
                                            securities or securities the subadviser
                                            expects to be exchanged for common or
                                            preferred stock) of companies of any
                                            nation that the subadviser believes are
                                            available at market prices less than their
                                            value based on certain recognized or
                                            objective criteria (intrinsic value).

NATURAL RESOURCES TRUST                     Seeks long-term total return by normally
Wellington Management                       investing primarily in equity and
Company, LLP                                equity-related securities of natural
                                            resource-related companies worldwide.

303

OVERSEAS EQUITY TRUST                       Seeks long-term capital appreciation. The
Capital Guardian Trust                      fund normally invests at least 80% of its
Company                                     assets in equity securities of companies
                                            outside the U.S. in a diversified mix of
                                            large established and medium-sized foreign
                                            companies located primarily in developed
                                            countries and, to a lesser extent, in
                                            emerging markets.

PACIFIC RIM TRUST                           Seeks long-term growth of capital by
MFC Global Investment                       investing in a diversified portfolio
Management                                  comprised primarily of common stocks and
(U.S.A.) Limited                            equity-related securities of corporations
                                            domiciled in countries in the Pacific Rim
                                            region.

QUANTITATIVE ALL CAP TRUST                  Seeks long-term growth of capital by
MFC Global Investment                       normally investing primarily in equity
Management                                  securities of U.S companies. The Fund will
(U.S.A.) Limited                            generally focus on equity securities of
                                            U.S. companies across the three market
                                            capitalization ranges of large, mid and
                                            small.

QUANTITATIVE MID CAP TRUST                  Seeks long-term growth of capital by
MFC Global Investment                       normally investing at least 80% of its
Management                                  total assets (plus any borrowings for
(U.S.A.) Limited                            investment purposes) in U.S. mid-cap
                                            stocks, convertible preferred stocks,
                                            convertible bonds and warrants.

QUANTITATIVE VALUE TRUST                    Seeks long-term capital appreciation by
MFC Global Investment                       investing primarily in large-cap U.S.
Management                                  securities with the potential for
(U.S.A.) Limited                            long-term growth of capital.

REAL ESTATE EQUITY TRUST                    Seeks to provide long-term growth through
T. Rowe Price Associates,                   a combination of capital appreciation and
Inc.                                        current income by investing at least 80%
                                            of its net assets in the equity securities
                                            of real estate companies, including REITs,
                                            real estate operating companies, brokers,
                                            developers and other companies with at
                                            least 50% of revenues, profits or assets
                                            related to real estate activities.

REAL ESTATE SECURITIES TRUST                Seeks to achieve a combination of
Deutsche Investment                         long-term capital appreciation and current
Management Americas Inc.                    income by normally investing at least 80%
                                            of its net assets (plus any borrowings for
                                            investment purposes) in equity securities
                                            of real estate investment trusts ("REITs")
                                            and real estate companies.

REAL RETURN BOND TRUST                      To seek maximum real return, consistent
Pacific Investment                          with preservation of real capital and
Management Company LLC                      prudent investment management. The Fund
                                            seeks to achieve this investment objective
                                            by investing under normal circumstances at
                                            least 80% of its net assets (plus
                                            borrowings for investment purposes) in
                                            inflation-indexed bonds of varying
                                            maturities issued by the U.S. and non-U.S.
                                            governments, their agencies or
                                            instrumentalities, and corporations.

SCIENCE & TECHNOLOGY TRUST                  The Fund invests, under normal market
T. Rowe Price Associates,                   conditions, at least 80% of its net assets
Inc. and RCM Capital                        (plus any borrowing for investment
Management LLC                              purposes) in the common stocks of
                                            companies expected to benefit from the
                                            development, advancement and/or use of
                                            science and technology.  For purposes of
                                            satisfying this requirement, common stocks
                                            may include equity linked notes and
                                            derivatives relating to common stocks,
                                            such as options on equity linked notes.

304

SMALL CAP INTRINSIC VALUE                   Seeks long-term capital appreciation by
TRUST                                       investing, under normal market conditions,
MFC Global Investment                       at least 80% of its assets (plus any
Management (U.S.), LLC                      borrowing for investment purposes) in
                                            equity securities of small-capitalization
                                            companies (companies in the capitalization
                                            range of the Russell 2000 Index, which was
                                            $14 million to $3 billion as of December
                                            31, 2006).  Equity securities include
                                            common and preferred stocks and their
                                            equivalents.

SMALL CAP TRUST                             Seeks maximum capital appreciation
Independence Investments LLC                consistent with reasonable risk to
                                            principal by normally investing at least
                                            80% of its net assets in equity securities
                                            of companies whose market capitalizations
                                            do not exceed the greater of (a) $2
                                            billion, (b) the market capitalization of
                                            the companies in the Russell 2000 Index
                                            and (c) the market capitalization of the
                                            companies in the S&P Small Cap 600 Index.

SMALL CAP GROWTH TRUST                      Seeks long-term capital appreciation by
Wellington Management                       normally investing primarily in small-cap
Company, LLP                                companies believed to offer above average
                                            potential for growth in revenues and
                                            earnings.

SMALL CAP INDEX TRUST                       Seeks to approximate the aggregate total
MFC Global Investment                       return of a small-cap U.S. domestic equity
Management                                  market index by attempting to track the
(U.S.A.) Limited                            performance of the Russell 2000 Index.*

SMALL CAP OPPORTUNITIES TRUST               Seeks long-term capital appreciation by
Munder Capital Management                   normally investing at least 80% of its
                                            assets in equity securities of companies
                                            with market capitalizations within the
                                            range of the companies in the Russell 2000
                                            Index.*

SMALL CAP VALUE TRUST                       Seeks long-term capital appreciation by
Wellington Management                       normally investing at least 80% of its net
Company, LLP                                assets (plus any borrowings for investment
                                            purposes) in small-cap companies that are
                                            believed to be undervalued by various
                                            measures and to offer good prospects for
                                            capital appreciation.

SMALL COMPANY TRUST American                Seeks long-term capital growth by normally
Century Investment                          investing primarily in equity securities
Management, Inc.                            of smaller-capitalization U.S. companies.
                                            The subadviser uses quantitative,
                                            computer-driven models to construct the
                                            Fund's portfolio of stocks.

SMALL COMPANY GROWTH TRUST                  Seeks long-term growth of capital by
AIM Capital Management, Inc.                normally investing at least 80% of its
                                            assets in securities of
                                            small-capitalization companies. The
                                            subadviser seeks to identify those
                                            companies that have strong earnings
                                            momentum or demonstrate other potential
                                            for growth of capital.

SMALL COMPANY VALUE TRUST                   Seeks long-term growth of capital by
T. Rowe Price Associates,                   investing primarily in small companies
Inc.                                        whose common stocks are believed to be
                                            undervalued. The Fund will normally invest
                                            at least 80% of its net assets (plus any
                                            borrowings for investment purposes) in
                                            companies with market capitalizations that
                                            do not exceed the maximum market
                                            capitalization of any security in the
                                            Russell 2000 Index at the time of
                                            purchase.*

305

STRATEGIC OPPORTUNITIES TRUST               To seek growth of capital. Although
UBS Global Asset Management                 current income is a secondary objective,
(Americas) Inc.                             growth of income may accompany growth of
                                            capital. Under normal market conditions,
                                            the Fund invests 65% of its net assets in
                                            common stocks. Investments may include
                                            securities of domestic and foreign
                                            issuers, and growth or value stocks or a
                                            combination of both.

SPECIAL VALUE TRUST                         Seeks long-term capital growth by normally
ClearBridge Advisors, LLC                   investing at least 80% of its net assets
                                            in common stocks and other equity
                                            securities of companies whose market
                                            capitalizations at the time of investment
                                            do not exceed (a) $3 billion or (b) the
                                            highest month-end market capitalization
                                            value of any stock in the Russell 2000
                                            Index for the previous 12 months,
                                            whichever is greater.

TOTAL STOCK MARKET INDEX                    Seeks to approximate the aggregate total
TRUST                                       return of a broad U.S. domestic equity
MFC Global Investment                       market index by attempting to track the
Management                                  performance of the Wilshire 5000 Equity
(U.S.A.) Limited                            Index.*

U.S. CORE TRUST                             Seeks to achieve a high total return by
Grantham, Mayo, Van Otterloo                outperforming its benchmark, the S&P 500
& Co. LLC                                   Index. The fund normally invests at least
                                            80% of its assets in investments tied
                                            economically to the U.S. and typically
                                            makes equity investments in larger
                                            capitalized U.S. companies to gain broad
                                            exposure to the U.S. equity market.

U.S. GLOBAL LEADERS GROWTH                  Seeks long-term growth of capital by
TRUST                                       normally investing primarily in common
Sustainable Growth Advisers,                stocks of "U.S. Global Leaders" companies
L.P.                                        determined by the subadviser to have a
                                            high degree of predictability and above
                                            average sustainable long-term growth.

U.S. LARGE CAP TRUST                        Seeks long-term growth of capital and
Capital Guardian Trust                      income. The fund normally invests at least
Company                                     80% of its net assets (plus any borrowings
                                            for investment purposes) in equity and
                                            equity-related securities of companies
                                            with market capitalization greater than
                                            $500 million at the time of purchase. In
                                            selecting investments, greater
                                            consideration is given to potential
                                            appreciation and future dividends than to
                                            current income.

U.S. MULTI SECTOR TRUST                     Seeks long-term capital appreciation. The
Grantham, Mayo, Van Otterloo                Fund normally invests in securities in the
& Co. LLC                                   Wilshire 5000 Index, an independently
                                            maintained index which measures the
                                            performance of all equity securities (with
                                            readily available price data) of issuers
                                            with headquarters in the U.S. The Fund
                                            normally invests at least 80% of its
                                            assets in investments tied economically to
                                            the U.S.*

UTILITIES TRUST                             Seeks capital growth and current income
Massachusetts Financial                     (income above that available from a
Services Company                            portfolio invested entirely in equity
                                            securities) by normally investing at least
                                            80% of its net assets (plus any borrowings
                                            for investment purposes) in equity and
                                            debt securities of domestic and foreign
                                            companies in the utilities industry.

306

VALUE & RESTRUCTURING TRUST                 Seeks long-term capital appreciation by
UST Advisers, Inc.                          investing primarily (at least 65% of its
                                            assets) in common stocks of U.S. and
                                            foreign companies whose share price in the
                                            opinion of the subadviser, do not reflect
                                            the economic value of the company's
                                            assets, but where the subadviser believes
                                            restructuring efforts or industry
                                            consolidation will serve to highlight the
                                            true value of the company. In choosing
                                            investments for the Fund, the subadviser
                                            looks for companies where restructuring
                                            activities, such as consolidations,
                                            outsourcing, spin-offs or reorganizations,
                                            will offer significant value to the issuer
                                            and increase its investment potential. The
                                            subadviser may select companies of any
                                            size for the Fund, and the Fund invests in
                                            a diversified group of companies across a
                                            number of different industries.

VALUE TRUST                                 Seeks to realize an above-average total
Van Kampen                                  return over a market cycle of three to
                                            five years, consistent with reasonable
                                            risk, by investing primarily in equity
                                            securities of companies with
                                            capitalizations similar to the market
                                            capitalizations of companies in the
                                            Russell Midcap Value Index.*

VALUE OPPORTUNITIES TRUST                   Seeks long-term capital growth by seeking
Grantham, Mayo, Van Otterloo                to outperform its benchmark, the Russell
& Co. LLC                                   2500 Value Index. The Fund typically makes
                                            equity investments in companies whose
                                            stocks are included in the Russell 2500
                                            Index, or in companies with total market
                                            capitalizations similar such companies
                                            ("small- and mid-cap companies"). The Fund
                                            normally invests at least 80% of its
                                            assets in securities of small- and mid-cap
                                            companies.*

VISTA TRUST                                 Seeks long-term capital growth by normally
American Century Investment                 investing in common stocks of U.S. and
Management, Inc.                            foreign companies that are medium-sized
                                            and smaller at the time of purchase. The
                                            Fund also may invest in domestic and
                                            foreign preferred stocks, convertible debt
                                            securities, equity-equivalent securities,
                                            non-leveraged futures contracts and
                                            options, notes, bonds and other debt
                                            securities. The subadviser looks for
                                            stocks of medium-sized and smaller
                                            companies it believes will increase in
                                            value over time, using a proprietary
                                            investment strategy.

* "Standard & Poor's(R)," "S&P 500(R)," "Standard and Poor's 500(R)" and "S&P Mid Cap 400(R)" are trademarks of The McGraw-Hill Companies, Inc. "Russell 1000(R)", "Russell 1000 Value(R)", "Russell 1000 Growth(R)", "Russell 2000(R)," "Russell 2000(R) Growth", "Russell 2500(R)", "Russell 2500 Value(R)", "Russell 2500 Growth(R)", "Russell 3000(R)", "Russell Midcap (R)" and "Russell Midcap Value(R)" are trademarks of Frank Russell Company. "Wilshire 5000(R)" is a trademark of Wilshire Associates. "MSCI All Country World ex-US Index" and "EAFE(R)" are trademarks of Morgan Stanley & Co. Incorporated. None of the index Funds are sponsored, endorsed, managed, advised, sold or promoted by any of these companies, and none of these companies make any representation regarding the advisability of investing in the Funds.

307

APPENDIX B

INDEX ALLOCATION TRUST

DESCRIPTION OF UNDERLYING FUNDS

The Index Allocation Trust may invest in JHT portfolios noted below (the "Index Allocation Trust Underlying Portfolios"). The following tables sets forth: (i) the names of the Index Allocation Trust Underlying Funds and their respective subadvisers; (ii) the expense ratios (or estimated expense ratios in the case of new portfolios) of the Series NAV shares of the Index Allocation Trust Underlying Funds for the current fiscal year; and (iii) brief descriptions of the Index Allocation Trust Underlying Funds' investment goals and principal strategies. Additional investment practices are described in JHT's SAI and in the prospectuses for the Index Allocation Trust Underlying Portfolios.

PORTFOLIO AND SUBADVISER             EXPENSE RATIO   GOAL AND PRINCIPLE STRATEGY
------------------------             -------------   ---------------------------
INTERNATIONAL EQUITY INDEX TRUST A                   Seeks to track the performance of broad-based
SSgA Funds Management, Inc.                          equity indices of foreign companies in
                                                     developed and emerging markets by attempting to
                                                     track the performance of the MSCI All Country
                                                     World ex-US Index.*

BOND INDEX TRUST A                                   Seeks to track the performance of the Lehman
Declaration Management &                             Brothers Aggregate Index* (which represents the
Research, LLC                                        U.S. investment grade bond market). The fund
                                                     normally invests at least 80% of its assets in
                                                     securities listed in this Index. The fund is an
                                                     intermediate-term bond fund of high and medium
                                                     credit quality.

INDEX 500 TRUST                                      Seeks to approximate the aggregate total return
MFC Global Investment Management                     of a broad U.S. domestic equity market index by
(U.S.A.) Limited                                     attempting to track the performance of the S&P
                                                     500 Composite Stock Price Index.*

MID CAP INDEX TRUST                                  Seeks to approximate the aggregate total return
MFC Global Investment Management                     of a mid-cap U.S. domestic equity market index
(U.S.A.) Limited                                     by attempting to track the performance of the
                                                     S&P Mid Cap 400 Index.*

SMALL CAP INDEX TRUST                                Seeks to approximate the aggregate total return
MFC Global Investment Management                     of a small-cap U.S. domestic equity market
(U.S.A.) Limited                                     index by attempting to track the performance of
                                                     the Russell 2000 Index.*

* "Standard & Poor's(R)," "S&P 500(R)," "Standard and Poor's 500(R)" and "S&P Mid Cap 400(R)" are trademarks of The McGraw-Hill Companies, Inc., Russell 1000(R), Russell 1000 Value(R), Russell 1000 Growth(R), "Russell 2000(R)," "Russell 2000(R) Growth", Russell 2500(R), Russell 2500 Value(R),Russell 2500 Growth(R), "Russell 3000(R)", Russell Mid Cap(R) and Russell Mid Cap Value(R) are trademarks of Frank Russell Company. "Wilshire 5000(R)" is a trademark of Wilshire Associates. "MSCI All Country World ex-US Index" and "EAFE(R)" are trademarks of Morgan Stanley & Co. Incorporated. None of the index funds are sponsored, endorsed, managed, advised, sold or promoted by any of these companies, and none of these companies make any representation regarding the advisability of investing in the funds.

308

APPENDIX C

HISTORICAL PERFORMANCE OF CORRESPONDING FOUNDING FUNDS ALLOCATION STRATEGY

The Founding Allocation Trust of John Hancock Trust ("JHT Founding Allocation Trust") is expected to commence operations on [April 30], 2007, and performance information for this fund is not presented in the prospectus. The JHT Founding Allocation Trust is a fund of funds, which will invest in the Global Trust, Income Trust and Mutual Shares Trust ("Underlying Funds"), each of which are modeled after underlying funds of the Franklin Templeton Founding Fund. This Appendix provides additional information about the past performance of the underlying funds of Franklin Templeton Founding Fund: Templeton Growth Fund, Franklin Income Fund and Mutual Shares Fund ("Franklin Underlying Funds"). Together, the Franklin Underlying Funds comprise the Founding Funds Allocation Strategy. The Adviser anticipates using this model of the Founding Funds Allocation Strategy as the basis for managing the JHT Founding Allocation Trust. This Appendix also provides additional information about the past performance of the Founding Funds Allocation Strategy.

This Appendix presents past performance information for the Templeton Growth Fund, the Franklin Income Fund and the Mutual Shares Fund, all of which have the same subadviser and same portfolio manager and substantially similar investment objectives, policies and strategies as its corresponding Underlying Fund. The Appendix also presents historical performance data for the Founding Funds Allocation Strategy. Because of the similarities between the Templeton Growth Fund, Franklin Income Fund and Mutual Shares Fund and their corresponding Underlying Funds, as described above, in combination with the Founding Funds Allocation Strategy, this information may help provide an indication of the JHT Founding Allocation Trust's risks.

The past performance of the Franklin Underlying Funds and the Founding Funds Allocation Strategy has been calculated net of fees and expenses as described in the notes for each. The total operating fees and expenses of the Franklin Underlying Funds and Founding Funds Allocation Strategy may be lower than the total operating expenses of the Growth Trust, Income Trust, Mutual Shares Trust or JHT Founding Allocation Trust, in which case the Franklin Underlying Funds and Founding Funds Allocation Strategy performance shown would have been lower had the total operating expense of the corresponding funds been used to compute the performance.

The Franklin Underlying Funds and Founding Funds Allocation Strategy performance is no guarantee of future results in managing the JHT Founding Allocation Trust or portion thereof. THE INFORMATION IN THIS APPENDIX DOES NOT REPRESENT THE PERFORMANCE OF THE JHT FOUNDING ALLOCATION TRUST OR ANY PREDECESSOR TO IT. Please note the following cautionary guidelines in reviewing this Appendix:

- Performance figures are not the performance of the JHT Founding Allocation Trust or the Underlying Funds. The performance shown for Founding Funds Allocation Strategy and the Franklin Underlying Funds is not an indication of how the JHT Founding Allocation Trust or portion thereof would have performed in the past or will perform in the future. Each of the Global Trust, Income Trust and the Mutual Shares Trust's performance in the future will be different from the Franklin Underlying Funds and the JHT Founding Allocation Trust's performance will be different from the Founding Funds Allocation Strategy due


to factors such as cash flows in and out of the Underlying Funds, different fees, expenses, performance calculation methods, and portfolio sizes and composition.

- Although the JHT Founding Allocation Trust is modeled after the Founding Funds Allocation Strategy, the JHT Founding Allocation Trust may (1) change the percentage of the fund's assets allocated to any Underlying Fund at any time in the future, and (2) the assets under management of each of the Underlying Funds will increase or decrease depending upon the performance and market-value of those Underlying Funds.

- Initially, the JHT Founding Allocation Trust expects to allocate its assets approximately equally to each of the Underlying Funds. You should consider the JHT Founding Allocation Trust's discretion to change the asset allocation among the Underlying Funds, and to eventually invest in other funds, when reviewing the Underlying Funds' and Founding Funds Allocation Strategy's performance.

Performance information - a bar chart and a table - is presented on the following pages for the Series II shares of each of the Class A Franklin Underlying Funds that correspond to each of the Global Trust, Income Trust and the Mutual Shares Trust. The bar chart shows how each Franklin Underlying Fund's total return has varied from year to year, while the tables show performance over time (along with a broad-based market index for reference). All figures assume dividend reinvestment.

Neither the JHT Founding Allocation Trust nor the Underlying Funds have front-end or deferred sales charges. The other expenses of the Series II shares of the JHT Founding Allocation Trust, including their Rule 12b-1 fees, are higher than the expenses, including the Rule 12b-1 fees, of the Class A shares of the corresponding Franklin Underlying Fund. The performance shown in the bar charts and tables for the Class A shares of each Franklin Underlying Fund would be lower if adjusted to reflect the higher expenses of the Series II shares of the JHT Founding Allocation Trust. The performance shown in the bar charts and tables would also be lower if the adviser to the Franklin Underlying Funds had not reimbursed certain expenses of those portfolios during the periods shown. Year-by-year index figures do not reflect any sales charges or fund expenses and would be lower if they did. The JHT Founding Allocation Trust serves as the underlying investment vehicle for variable insurance products. The performance presented does not reflect the fees and expenses of any variable insurance products. If such fees and expenses had been reflected, performance would be lower. As indicated above, past performance does not indicate future results. IT IS IMPORTANT TO NOTE THAT THE PERFORMANCE RESULTS PRESENTED BELOW DO NOT REPRESENT THE PERFORMANCE OF THE JHT FOUNDING ALLOCATION TRUST AND ARE NO INDICATION OF HOW IT WOULD HAVE PERFORMED IN THE PAST OR WILL PERFORM IN THE FUTURE.


TEMPLETON GROWTH(1)

CORRESPONDING TO: GLOBAL TRUST

Templeton Growth Fund, Class A, total returns:

BEST QUARTER: Q2 '03, 20.22%

WORST QUARTER: Q3 '02, -16.96%

Index (reflects no fees or taxes)
[MSCI WORLD INDEX]

MORNINGSTAR RATING(TM)

[* * * * ](4)

OVERALL RATING FOR TEMPLETON GROWTH FUND, CLASS A AMONG [415 WORLD STOCK] FUNDS AS OF [DECEMBER 31, 2006].

Morningstar ratings measure risk-adjusted returns. The Overall Morningstar Rating(TM) for a fund is derived from a weighted average of the performance figures associated with its 3-, 5- and 10-year (if applicable) rating metrics. The Franklin Income Fund (Class A was rated [3] stars out of 415, and [4] stars out of [326, world stock] funds for the 3- and 5-year periods ended December 31, 2006, respectively. Templeton Growth Fund (Class A) was rated [4] stars out of
[154] world stock funds for the 10-year period.

For each fund with at least a 3-year history, Morningstar calculates a Morningstar Rating(TM) based on a Morningstar Risk-Adjusted Return that accounts for variation in a fund's monthly performance (including effects of sales charges, loads and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category, the next 22.5%, 35%, 22.5% and the bottom 10% receive 5, 4, 3, 2 or 1 star, respectively. (Each share class is counted as a fraction of 1 fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Past performance is no guarantee of future results.

Series II shares of the Global Trust currently do not have Morningstar ratings. Any future ratings assigned to Series II shares of the Income Trust may be different from the Morningstar Rating(TM) for the Class A shares of the corresponding Templeton Growth Fund because such ratings will reflect, among other things, the different expenses of the Series II shares of Income Trust.

NET ASSETS OF TEMPLETON GROWTH FUND AS OF [DECEMBER 31], 2006: $35.789 BILLION ACROSS ALL SHARE CLASSES; $27.120 BILLION IN CLASS A SHARES

TEMPLETON GROWTH FUND, CLASS A CALENDAR YEAR TOTAL RETURNS

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

[16.18 -2.48 30.44 1.74 0.54 -9.48 32.85 17.00 8.15 21.81]

[INSERT GRAPH]

TEMPLETON GROWTH FUND, CLASS A AVERAGE ANNUAL TOTAL RETURNS FOR PERIOD ENDING
12-31-06

              1 year    5 year   10 year
             -------   -------   -------
Class A      [21.81]%  [13.14]%  [10.85]%
MSCI World   [20.65]%  [10.49]%   [8.08]%

Class A of Templeton Growth Fund was first offered on 11/29/54.

[Templeton Growth Fund was subject to an expense reimbursement during the periods shown. The performance shown in the bar chart and table would be lower if the adviser to the Templeton Growth Fund had not reimbursed certain expenses of the portfolio during the periods shown.]

(1) GLOBAL TRUST. Global Trust, which is currently managed by Templeton Global Advisors Limited, is currently in the process of changing its investment policies. Global Trust's new investment policies will be substantially similar to Templeton Growth Fund. Because of the pending change to Global Trust's investment policies, the prior performance of Global Trust may not be as relevant as the prior performance of Templeton Growth Fund to an investor in the future.

[Series II], total returns:

BEST QUARTER: Q2 '03, ______%

WORST QUARTER: Q3 '02, ________%

Index (reflects no fees or taxes)
[MSCI WORLD INDEX]

MORNINGSTAR RATING(TM) [IF APPLICABLE]

[* * * * ](4)

OVERALL RATING FOR GLOBAL TRUST, SERIES II AMONG [415 WORLD STOCK] FUNDS AS OF
[DECEMBER 31, 2006].

Morningstar ratings measure risk-adjusted returns. The Overall Morningstar Rating(TM) for a fund is derived from a weighted average of the performance figures associated with its 3-, 5- and 10-year (if applicable) rating metrics. Global Trust (Series II) was rated [3] stars out of 415, and [4] stars out of
[326, world stock] funds for the 3- and 5-year periods ended December 31, 2006, respectively. Global Trust (Series II) was rated [4] stars out of [154] world stock funds for the 10-year period.

NET ASSETS OF GLOBAL TRUST AS OF [DECEMBER 31], 2006: $_____ BILLION ACROSS ALL SHARE CLASSES; $_____ BILLION IN [SERIES II] SHARES

GLOBAL TRUST, SERIES II CALENDAR YEAR TOTAL RETURNS

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

[ ]

[INSERT GRAPH]

GLOBAL TRUST, [SERIES II] AVERAGE ANNUAL TOTAL RETURNS FOR PERIOD ENDING
12-31-06

                1 year       5 year       10 year
              ----------   ----------   ----------
[Series II]   [        ]%  [        ]%  [        ]%
MSCI World    [        ]%  [        ]%  [        ]%

[Series II] of Global Trust was first offered on ___. [Global Trust was subject to an expense reimbursement during the periods shown. The performance shown in the bar chart and table would be lower if the adviser to the Global Trust had not reimbursed certain expenses of the portfolio during the periods shown.]


FRANKLIN INCOME FUND

CORRESPONDING TO: INCOME TRUST

Franklin Income Fund, Class A, total returns:

BEST QUARTER: Q2 '03,14.24%

WORST QUARTER: Q3 '02, -5.98%

Note: Since Inception, Best quarter Q1, '91, 16.67%; Worst quarter Q3, '90, -8.58%

Index (reflects no fees or taxes)
[S&P 500 INDEX, LEHMAN BROTHERS AGGREGATE BOND INDEX]

MORNINGSTAR RATING(TM)

[* * * * *](5)

OVERALL RATING FOR FRANKLIN INCOME FUND, CLASS A AMONG [339 CONSERVATIVE ALLOCATION] FUNDS AS OF [DECEMBER 31, 2006].

Morningstar ratings measure risk-adjusted returns. The Overall Morningstar Rating(TM) for a fund is derived from a weighted average of the performance figures associated with its 3-, 5- and 10-year (if applicable) rating metrics. The Franklin Income Fund (Class A) was rated [5] stars out of [339], and [5] stars out of [177, conservative allocation] funds for the 3- and 5-year periods ended December 31, 2006, respectively. The Franklin Income Fund (Class A) was rated [5] stars out of [88 conservative allocation] funds for the 10-year period.

For each fund with at least a 3-year history, Morningstar calculates a Morningstar Rating(TM) based on a Morningstar Risk-Adjusted Return that accounts for variation in a fund's monthly performance (including effects of sales charges, loads and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category, the next 22.5%, 35%, 22 5% and the bottom 10% receive 5, 4, 3, 2 or 1 star, respectively. (Each share class is counted as a fraction of 1 fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Past performance is no guarantee of future results.

Series II shares of the Income Trust currently do not have Morningstar ratings. Any future ratings assigned to Series II shares of the Income Trust may be different from the Morningstar Rating(TM) for the Class A shares of the corresponding Franklin Income Fund because such ratings will reflect, among other things, the different expenses of the Series II shares of Income Trust.

NET ASSETS OF FRANKLIN INCOME FUND AS OF [DECEMBER 31], 2006: $52.245 BILLION ACROSS ALL SHARE CLASSES; $29.629 BILLION IN CLASS A SHARES.

FRANKLIN INCOME FUND, CLASS A CALENDAR YEAR TOTAL RETURNS

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

[16.85 0.95 -0.74 20.59 0.65 -1.06 30.96 12.17 1.85 19.12]

[INSERT GRAPH]

FRANKLIN INCOME FUND, CLASS A AVERAGE ANNUAL TOTAL RETURNS FOR PERIOD ENDING
12-31-06

Since                1 year    5 year   10 year
-----               -------   -------   -------
Class A             [19.12]%  [12.01]%  [9.62]%
S&P 500 Index       [15.80]%   [6.19]%  [8.42]%
LB Aggregate Bond    [4.33]%   [5.06]%  [6.24]%

Class A of Franklin Income Trust was first offered on 8/31/48.

[Franklin Income Trust was subject to an expense reimbursement during the periods shown. The performance shown in the bar chart and table would be lower if the adviser to the Franklin Income Trust had not reimbursed certain expenses of the portfolio during the periods shown.]


FRANKLIN MUTUAL SHARES FUND

CORRESPONDING TO: MUTUAL SHARES TRUST

Franklin Mutual Shares Fund, Class A, total returns:

BEST QUARTER: Q2 '03, 12.82%

WORST QUARTER: Q3 '01, -11.03%

NOTE: Since Inception: Best quarter: 13.24%, Q4 1998; Worst quarter: -17.03%, Q3, 1998

Index (reflects no fees or taxes)
[S&P 500 INDEX]

MORNINGSTAR RATING(TM)

[* * * *](4)

OVERALL RATING FOR FRANKLIN MUTUAL SHARES FUND, CLASS A AMONG [1111 LARGE VALUE] FUNDS AS OF [DECEMBER 31, 2006].

Morningstar ratings measure risk-adjusted returns. The Overall Morningstar Rating(TM) for a fund is derived from a weighted average of the performance figures associated with its 3-, 5- and 10-year (if applicable) rating metrics. The Franklin Mutual Shares Fund (Class A) was rated [3] stars out of [1111large value], and [4] stars out of [853 large value] funds for the 3- and 5-year periods ended December 31, 2006, respectively. It was rated [5] stars out of
[397] large value funds for the 10-year period ending December 31, 2006.

For each fund with at least a 3-year history, Morningstar calculates a Morningstar Rating(TM) based on a Morningstar Risk-Adjusted Return that accounts for variation in a fund's monthly performance (including effects of sales charges, loads and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category, the next 22.5%, 35%, 22 5% and the bottom 10% receive 5, 4, 3, 2 or 1 star, respectively. (Each share class is counted as a fraction of 1 fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Past performance is no guarantee of future results.

Series II shares of the Mutual Shares Trust currently do not have Morningstar ratings. Any future ratings assigned to Series II shares of the Mutual Shares Trust may be different from the Morningstar Rating(TM) for the Class A shares of the corresponding Franklin Mutual Shares Fund because such ratings will reflect, among other things, the different expenses of the Series II shares of Mutual Shares Trust.

NET ASSETS OF FRANKLIN MUTUAL SHARES FUND AS OF [DECEMBER 31], 2006: $21.596 BILLION ACROSS ALL SHARE CLASSES

FRANKLIN MUTUAL SHARES FUND, CLASS A CALENDAR YEAR TOTAL RETURNS

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

[26.01 0.01 14.63 13.42 5.94 -11.20 26.18 13.50 9.98 17.98]

[INSERT GRAPH]

FRANKLIN MUTUAL SHARES FUND, CLASS A AVERAGE ANNUAL TOTAL RETURNS FOR PERIOD ENDING 12-31-06

Since            1 year    5 year   10 year
-----           -------   -------   -------
A share         [17.98]%  [10.54]%  [11.10]%
S&P 500 index   [15.80]%   [6.19]%   [8.42]%

Class A shares of the Franklin Mutual Shares Fund were first offered on 11/1/96.

[Franklin Mutual Shares Trust was subject to an expense reimbursement during the periods shown. The performance shown in the bar chart and table would be lower if the adviser to the Franklin Mutual Shares Trust had not reimbursed certain expenses of the portfolio during the periods shown.]


FOUNDING ALLOCATION STRATEGY

The Founding Allocation Strategy represents a composite of the performance of Templeton Growth Fund, Franklin Income Fund and Mutual Shares Fund. The Adviser anticipates using this model as the basis for managing the JHT Founding Allocation Trust. However, although the JHT Founding Allocation Trust will initially be allocated equally among the Underlying Funds, it will have the discretion to change its allocations and will be allowed to in the future invest in other funds.

FOUNDING ALLOCATION STRATEGY CALENDAR YEAR TOTAL RETURNS

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

]19.68 -0.30 14.31 11.66 2.42 -7.29 30.09 14.28 6.65 19.64]

[INSERT GRAPH]

AVERAGE ANNUAL TOTAL RETURNS FOR PERIOD ENDING 12-31-06

                     1 year    5 year   10 year
                    -------   -------   -------
A shares            [19.64]%  [11.95]%  [10.62]%
S&P 500 Index       [15.80]%   [6.19]%   [8.42]%
LB Aggregate Bond    [4.33]%   [5.06]%   [6.24]%

Index (reflects no fees or taxes)
[S&P 500 INDEX, Lehman Brothers Aggregate Bond Index]

The bar chart shows how the Founding Allocation Strategy ("Strategy") total return has varied from year to year, while the tables show a hypothetical performance of the Strategy (along with a broad-based market index for reference). The hypothetical performance of the Strategy is adjusted to reflect the reinvestment of dividends and, except where indicated, the anticipated fees and expenses of the portfolio, including brokerage, custody, advisory and other fees. Actual fees may vary depending on, among other things, the applicable fee schedule and portfolio size. The hypothetical returns presented in the Strategy reflect hypothetical performance an investor would have obtained had it invested in the manner shown if the allocation was fixed throughout this period and does not represent returns that any investor actually attained. The information presented is based upon the hypothetical assumption that the Strategy invested in a one-third allocation in each of the Underlying Funds during the periods presented. Certain of the assumptions have been made for modeling purposes and are unlikely to be realized. No representation or warranty is made as to the reasonableness of the assumptions made or that all assumptions used in achieving the returns have been stated or fully considered. Changes in the assumptions may have a material impact on the hypothetical returns presented.


FINANCIAL HIGHLIGHTS

The financial highlights table below for each portfolio is intended to help investors understand the financial performance of the portfolio for the past five years (or since inception in the case of a portfolio in operation for less than five years. Certain information reflects financial results for a single share of a Trust portfolio. The total returns presented in the table represent the rate that an investor would have earned (or lost) on an investment in a particular Trust portfolio (assuming reinvestment of all dividends and distributions).

[The financial statements of JHT as of December 31, 2006, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. The report of PricewaterhouseCoopers LLP is included, along with JHT's financial statements, in JHT's annual report which has been incorporated by reference into the SAI and is available upon request.]

315

FOR MORE INFORMATION

The following documents are available that offers further information on JHT:

ANNUAL/SEMI ANNUAL REPORT TO SHAREHOLDERS

Includes financial statements, a discussion of the market conditions and investment strategies that significantly affected performance, as well as the auditors' report (in annual report only).

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information on all aspects of the Funds. JHT's SAI includes a summary of the JHT's policy regarding disclosure of portfolio holdings. A current SAI has been filed with the SEC and is incorporated by reference into (is legally a part of) this prospectus.

TO REQUEST A FREE COPY OF THE CURRENT PROSPECTUS, ANNUAL/SEMIANNUAL REPORT OR THE SAI, PLEASE CONTACT JOHN HANCOCK:

BY MAIL: John Hancock Trust
601 Congress Street
Boston, MA 02210

BY PHONE: 1-800-344-1029

ON THE INTERNET: www.johnhancockannuities.com

OR YOU MAY VIEW OR OBTAIN THESE DOCUMENTS AND
OTHER INFORMATION ABOUT THE FUND FROM THE SEC:

BY MAIL: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-0102
(duplicating fee required)

IN PERSON: at the SEC's Public Reference Room in Washington, DC.
For access to the Reference Room call 1-202-551-8090

BY ELECTRONIC REQUEST: publicinfo@sec.gov


(duplicating fee required)

ON THE INTERNET: www.sec.gov

1940 Act File No. 811-04146

316

PART B

Statement of Additional Information


JOHN HANCOCK TRUST

Statement of Additional Information
MAY 1, 2007

Absolute Return Trust          Index 500 Trust B                    Quantitative Value Trust
Active Bond Trust              Index Allocation Trust               Real Estate Equity Trust
All Cap Core Trust             International Core Trust             Real Estate Securities Trust
All Cap Growth Trust           International Equity Index Trust A   Real Return Bond Trust
All Cap Value Trust            International Equity Index Trust B   Science & Technology Trust
Blue Chip Growth Trust         International Growth Trust           Short-Term Bond Trust
Bond Index Trust A             International Opportunities Trust    Small Cap Trust
Bond Index Trust B             International Small Cap Trust        Small Cap Growth Trust
Capital Appreciation Trust     International Small Company Trust    Small Cap Index Trust
Classic Value Trust            International Value Trust            Small Cap Intrinsic Value
Core Bond Trust                Intrinsic Value Trust                Small Cap Opportunities Trust
Core Equity Trust              Investment Quality Bond Trust        Small Cap Value Trust
Dynamic Growth Trust           Large Cap Trust                      Small Company Trust
Emerging Growth Trust          Large Cap Value Trust                Small Company Growth Trust
Emerging Markets Value Trust   Lifestyle Aggressive Trust           Small Company Value Trust
Emerging Small Company Trust   Lifestyle Balanced Trust             Special Value Trust
Equity-Income Trust            Lifestyle Conservative Trust         Spectrum Income Trust
Financial Services Trust       Lifestyle Growth Trust               Strategic Bond Trust
Founding Allocation Trust      Lifestyle Moderate Trust             Strategic Income Trust
Fundamental Value Trust        Managed Trust                        Strategic Opportunities Trust
Global Trust                   Mid Cap Index Trust                  Total Return Trust
Global Allocation Trust        Mid Cap Intersection Trust           Total Stock Market Index Trust
Global Bond Trust              Mid Cap Stock Trust                  U.S. Core Trust
Global Real Estate Trust       Mid Cap Value Equity Trust           U.S. Global Leaders Growth Trust
Global Trust                   Mid Cap Value Trust                  U.S. Government Securities Trust
Growth Trust                   Mid Value Trust                      U.S. High Yield Bond Trust
Growth & Income Trust          Money Market Trust                   U.S. Large Cap Trust
Growth Opportunities Trust     Money Market Trust B                 U.S. Multi Sector Trust
Health Sciences Trust          Mutual Shares Trust                  Utilities Trust
High Income Trust              Natural Resources Trust              Value Trust
High Yield Trust               Overseas Equity Trust                Value & Restructuring Trust
Income Trust                   Pacific Rim Trust                    Value Opportunities Trust
Income & Value Trust           Quantitative All Cap Trust           Vista Trust
Index 500 Trust                Quantitative Mid Cap Trust

This Statement of Additional Information ("SAI") of the John Hancock Trust ("JHT" or the "Trust") is not a prospectus, but should be read in conjunction with JHT's Prospectus dated May 1, 2007. The Annual Report dated December 31, 2006 for JHT is incorporated by reference into the SAI.

Copies of JHT's Prospectus, SAI and/or Annual Report can be obtained free of charge by contacting:

John Hancock Trust
601 Congress Street, Boston, Massachusetts, 02210 (800) 344-1029
www.johnhancockannuities.com

(Applicable to all funds listed above (referred to individually as a "Fund" and collectively as the "Funds"). The following funds of the Trust are described in a separate Statement of Additional Information: the American Growth Trust, American International Trust, American Growth-Income Trust, American Bond Trust, American Blue Chip Income and Growth Trust, American Global Growth Trust, American High-Income Trust, American New World Trust, American Global Small Cap Trust and American Asset Allocation Trust)

1

                                TABLE OF CONTENTS
ORGANIZATION OF JOHN HANCOCK TRUST.........................................    4
INVESTMENT POLICIES........................................................    4
   Approved Markets........................................................    4
   Money Market Instruments................................................    4
   U.S. Government and Government Agency Obligations.......................    5
   Municipal Obligations...................................................    5
   Canadian and Provincial Government and Crown Agency Obligations.........    6
   Certificates of Deposit, Time Deposits and Bankers' Acceptances.........    7
   Commercial Paper........................................................    7
   Corporate Obligations...................................................    8
   Repurchase Agreements...................................................    8
   Foreign Repurchase Agreements...........................................    8
   Other Instruments.......................................................    8
   Warrants                                                                    8
   Reverse Repurchase Agreements...........................................    9
   Mortgage Securities.....................................................    9
   Asset-Backed Securities.................................................   11
   Zero Coupon Securities, Deferred Interest Bonds and Pay-In-Kind
      Bonds................................................................   13
   Loans and Other Direct Debt Instruments.................................   13
   High Yield (High Risk) Domestic Corporate Debt Securities...............   14
   Brady Bonds.............................................................   14
   Sovereign Debt Obligations..............................................   15
   Indexed Securities......................................................   15
   Hybrid Instruments......................................................   15
   Variable and Floating Rate Obligations..................................   17
   Exchange Traded Funds ("ETFs")..........................................   17
ADDITIONAL INVESTMENT POLICIES.............................................   17
   Lending Securities......................................................   17
   When-Issued Securities/Forward Commitments..............................   18
   Mortgage Dollar Rolls...................................................   18
   Illiquid Securities.....................................................   18
   Short Sales.............................................................   19
   Investment in Other Investment Companies................................   20
   Loan Participations and Assignments.....................................   20
   Index-Related Securities ("Equity Equivalents").........................   21
   Fixed Income Securities.................................................   21
   Market Capitalization Weighted Approach.................................   21
RISK FACTORS...............................................................   22
   Non-Diversified.........................................................   22
   Equity Securities.......................................................   22
   Fixed-Income Securities.................................................   23
   Investment Grade Fixed-Income Securities in the Lowest Rating
      Category.............................................................   23
   Lower Rated Fixed-Income Securities.....................................   23
   Small and Medium Size Companies.........................................   24
   Foreign Securities......................................................   24
   Investment Company Securities...........................................   25
   Fund of Funds Risk Factors..............................................   25
   Stripped Securities.....................................................   26
   Mortgage-Backed and Asset-Backed Securities.............................   26
   Securities Linked to the Real Estate Market.............................   27
   Industry or Sector Investing............................................   28
   Initial Public Offerings ("IPOs").......................................   29
   U.S. Government Securities..............................................   29
   High Yield (High Risk) Securities.......................................   29
HEDGING AND OTHER STRATEGIC TRANSACTIONS...................................   32

2

   General Characteristics of Options......................................   32
   General Characteristics of Futures Contracts and Options on
      Futures Contracts....................................................   34
   Stock Index Futures.....................................................   35
   Options on Securities Indices and Other Financial Indices...............   35
   Yield Curve Options.....................................................   35
   Currency Transactions...................................................   36
   Combined Transactions...................................................   37
   Swap Agreements and Options on Swap Agreements..........................   37
   Eurodollar Instruments..................................................   40
   Risk of Hedging and Other Strategic Transactions........................   40
   Risks of Hedging and Other Strategic Transactions Outside the
      United States........................................................   41
   Use of Segregated and Other Special Accounts............................   41
   Other Limitations.......................................................   42
INVESTMENT RESTRICTIONS....................................................   42
   Fundamental.............................................................   42
   Non-Fundamental.........................................................   44
ADDITIONAL INVESTMENT RESTRICTIONS.........................................   45
PORTFOLIO TURNOVER.........................................................   49
MANAGEMENT OF THE JHT......................................................   52
   Duties and Compensation of Trustees.....................................   56
   Trustee Ownership of Funds..............................................   57
INVESTMENT MANAGEMENT ARRANGEMENTS AND OTHER SERVICES......................   57
   The Advisory Agreement..................................................   57
   Subadvisory Agreements..................................................   60
   Additional Information Applicable to Subadvisory Agreements.............   62
OTHER SERVICES.............................................................   65
Proxy Voting Policies......................................................   65
DISTRIBUTOR; RULE 12B-1 PLANS..............................................   65
PORTFOLIO BROKERAGE........................................................   70
PURCHASE AND REDEMPTION OF SHARES..........................................   74
DETERMINATION OF NET ASSET VALUE...........................................   75
POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS..........................   77
JHT SHAREHOLDERS OF THE TRUST..............................................   79
HISTORY OF JHT.............................................................   81
ORGANIZATION OF JHT........................................................   81
ADDITIONAL INFORMATION CONCERNING TAXES....................................   82
REPORTS TO SHAREHOLDERS....................................................   85
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS.............................   85
CUSTODIAN..................................................................   86
CODE OF ETHICS.............................................................   86
MANAGEMENT OF OTHER FUNDS BY THE ADVISER/SUBADVISER........................   86
APPENDIX I - Debt Security Ratings.........................................   87
APPENDIX II - Standard & Poor's Corporation Disclaimers....................   87
APPENDIX III - Information Regarding Portfolio Managers of the Funds.......   87
APPENDIX IV - Proxy Voting Policies........................................   87

3

ORGANIZATION OF JOHN HANCOCK TRUST

JHT is organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts and is an open-end investment management company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). Each of the Funds is a series of JHT.

John Hancock Investment Management Services, LLC (the "Adviser") is the investment adviser to JHT and each of the Funds. The Adviser is a Delaware limited liability corporation whose principal offices are located at 601 Congress Street, Boston, Massachusetts 02210. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The ultimate controlling parent of the Adviser is Manulife Financial Corporation ("MFC"), a publicly traded company based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

Manulife Financial is a leading Canadian-based financial services group serving millions of customers in 19 countries and territories worldwide. Operating as Manulife Financial in Canada and Asia, and primarily as John Hancock in the United States, the group offers clients a diverse range of financial protection products and wealth management services through its extensive network of employees, agents and distribution partners. Fund assets under management by Manulife Financial and its subsidiaries were Cdn$[370] billion (US$[332] billion) as of December 31, 2006.

MFC trades as `MFC' on the Toronto Stock Exchange, New York Stock Exchange and Philippine Stock Exchange, and under `0945' on the Stock Exchange of Hong Kong. MFC can be found on the Internet at www.manulife.com.

INVESTMENT POLICIES

The principal strategies and risks of investing in each Fund are described in the Prospectus. Unless otherwise indicated in the Prospectus or SAI, the investment objective and policies of the Funds may be changed without shareholder approval. Each Fund may invest in the types of instruments described below, unless otherwise indicated in the Prospectus or SAI.

APPROVED MARKETS

The Emerging Markets Value Trust's subadviser has an investment committee that designates emerging markets for the Fund to invest in companies that are associated with those markets ("Approved Markets"). Pending the investment of new capital in Approved Market securities, the Fund will typically invest in money market instruments or other highly liquid debt instruments including those denominated in U.S. dollars (including, without limitation repurchase agreements) and money market mutual funds. In addition, the Fund may, for liquidity, or for temporary defensive purposes during periods in which market or economic or political conditions warrant, purchase highly liquid debt instruments or hold freely convertible currencies, although the Fund does not expect the aggregate of all such amounts to exceed 10% of its net assets under normal circumstances. The Fund may also invest in exchange traded funds ("ETFs") and similarly structured pooled investments that provide exposure to Approved Markets or other equity markets, including the United States, while maintaining liquidity.

THE FUND ALSO MAY INVEST UP TO 10% OF ITS TOTAL ASSETS IN SHARES OF OTHER INVESTMENT COMPANIES THAT INVEST IN ONE OR MORE APPROVED MARKETS, ALTHOUGH IT TENDS TO DO SO ONLY WHERE ACCESS TO THOSE MARKETS IS OTHERWISE SIGNIFICANTLY LIMITED. IN SOME APPROVED MARKETS IT MAY BE NECESSARY OR ADVISABLE FOR THE FUND TO ESTABLISH A WHOLLY-OWNED SUBSIDIARY OR TRUST FOR THE PURPOSE OF INVESTING IN THE LOCAL MARKETS.

Even though a company's stock may meet the applicable market capitalization criterion for the Fund's criterion for investment, it may not be included for one or more of a number of reasons. For example, in the subadviser's judgment, the issuer may be considered in extreme financial difficulty, a material portion of its securities may be closely held and not likely available to support market liquidity or the issuer may be a "passive foreign investment company" (as defined in the Internal Revenue Code of 1986, as amended). To this extent, there will be the exercise of discretion and consideration by the subdviser in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.

MONEY MARKET INSTRUMENTS

Money market instruments (and other securities as noted under each Fund description) may be purchased for temporary defensive purposes, except that the U.S. Government Securities Trust may not invest in Canadian and

4

Provincial Government and Crown Agency Obligations. The Special Value Trust, in addition to investing in money market instruments for temporary defensive purposes, may also invest in money market instruments when opportunities for capital growth do not appear attractive.

U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

U.S. GOVERNMENT OBLIGATIONS. U.S. Government obligations are debt securities issued or guaranteed as to principal or interest by the U.S. Treasury. These securities include treasury bills, notes and bonds.

GNMA OBLIGATIONS. GNMA obligations are mortgage-backed securities guaranteed by the Government National Mortgage Association ("GNMA"). This guarantee is supported by the full faith and credit of the U.S. government.

U.S. AGENCY OBLIGATIONS. U.S. Government agency obligations are debt securities issued or guaranteed as to principal or interest by an agency or instrumentality of the U.S. Government pursuant to authority granted by Congress. U.S. Government agency obligations include, but are not limited to these issued by:

- Student Loan Marketing Association;

- Federal Home Loan Banks;

- Federal Intermediate Credit Banks; and

- Federal National Mortgage Association.

U.S. INSTRUMENTALITY OBLIGATIONS. U.S. instrumentality obligations include, but are not limited to, these issued by the Export-Import Bank and Farmers Home Administration.

Some obligations issued or guaranteed by U.S. Government agencies or instrumentalities are supported by the right of the issuer to borrow from the U.S. Treasury or the Federal Reserve Banks, such as those issued by Federal Intermediate Credit Banks. Others, such as those issued by the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Banks ("FHLBs") and the Federal Home Loan Mortgage Corporation ("Freddie Mac") are supported by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality. In addition, other obligations such as those issued by the Student Loan Marketing Association are supported only by the credit of the agency or instrumentality. There are also separately traded interest components of securities issued or guaranteed by the U.S. Treasury.

No assurance can be given that the U.S. Government will provide financial support for the obligations of such U.S. Government-sponsored agencies or instrumentalities in the future, since it is not obligated to do so by law. In this document, "U.S. Government securities" refers not only to securities issued or guaranteed as to principal or interest by the U.S. Treasury but also to securities that are backed only by their own credit and not the full faith and credit of the U.S. Government.

MUNICIPAL OBLIGATIONS

MUNICIPAL BONDS. Municipal bonds are issued to obtain funding for various public purposes including the construction of a wide range of public facilities such as airports, highways, bridges, schools, hospitals, housing, mass transportation, streets and water and sewer works. Other public purposes for which municipal bonds may be issued include refunding outstanding obligations, obtaining funds for general operating expenses and obtaining funds to lend to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds for many types of local, privately operated facilities. Such debt instruments are considered municipal obligations if the interest paid on them is exempt from Federal income tax. The payment of principal and interest by issuers of certain obligations purchased may be guaranteed by a letter of credit, note repurchase agreement, insurance or other credit facility agreement offered by a bank or other financial institution. Such guarantees and the creditworthiness of guarantors will be considered by the subadviser in determining whether a municipal obligation meets investment quality requirements. No assurance can be given that a municipality or guarantor will be able to satisfy the payment of principal or interest on a municipal obligation.

MUNICIPAL NOTES. Municipal notes are short-term obligations of municipalities, generally with a maturity ranging from six months to three years. The principal types of such notes include tax, bond and revenue anticipation notes and project notes.

MUNICIPAL COMMERCIAL PAPER. Municipal commercial paper is a short-term obligation of a municipality, generally issued at a discount with a maturity of less than one year. Such paper is likely to be issued to meet seasonal working

5

capital needs of a municipality or interim construction financing. Municipal commercial paper is backed in many cases by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks and other institutions.

Federal tax legislation enacted in the 1980s placed substantial new restrictions on the issuance of the bonds described above and in some cases eliminated the ability of state or local governments to issue municipal obligations for some of the above purposes. Such restrictions do not affect the Federal income tax treatment of municipal obligations issued prior to the effective dates of the provisions imposing such restrictions. The effect of these restrictions may be to reduce the volume of newly issued municipal obligations.

Issuers of municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions the power or ability of any one or more issuers to pay when due the principal of and interest on their municipal obligations may be affected.

The yields of municipal bonds depend upon, among other things, general money market conditions, general conditions of the municipal bond market, size of a particular offering, the maturity of the obligation and rating of the issue. The ratings of Standard & Poor's ("S&P"), Moody's Investors Service, Inc. ("Moody's") and Fitch Investors Service ("Fitch") represent their respective opinions on the quality of the municipal bonds they undertake to rate. It should be emphasized, however, that ratings are general and not absolute standards of quality. Consequently, municipal bonds with the same maturity, coupon and rating may have different yields and municipal bonds of the same maturity and coupon with different ratings may have the same yield. See Appendix I for a description of ratings. Many issuers of securities choose not to have their obligations rated. Although unrated securities eligible for purchase must be determined to be comparable in quality to securities having certain specified ratings, the market for unrated securities may not be as broad as for rated securities since many investors rely on rating organizations for credit appraisal.

CANADIAN AND PROVINCIAL GOVERNMENT AND CROWN AGENCY OBLIGATIONS

CANADIAN GOVERNMENT OBLIGATIONS. Canadian Government obligations are debt securities issued or guaranteed as to principal or interest by the Government of Canada pursuant to authority granted by the Parliament of Canada and approved by the Governor in Council, where necessary. These securities include treasury bills, notes, bonds, debentures and marketable Government of Canada loans.

CANADIAN CROWN OBLIGATIONS. Canadian Crown agency obligations are debt securities issued or guaranteed by a Crown corporation, company or agency ("Crown Agencies") pursuant to authority granted by the Parliament of Canada and approved by the Governor in Council, where necessary. Certain Crown Agencies are by statute agents of Her Majesty in right of Canada, and their obligations, when properly authorized, constitute direct obligations of the Government of Canada. These obligations include, but are not limited to, those issued or guaranteed by the:

- Export Development Corporation;

- Farm Credit Corporation;

- Federal Business Development Bank; and

- Canada Post Corporation.

In addition, certain Crown Agencies which are not by law agents of Her Majesty may issue obligations which by statute the Governor in Council may authorize the Minister of Finance to guarantee on behalf of the Government of Canada. Other Crown Agencies which are not by law agents of Her Majesty may issue or guarantee obligations not entitled to be guaranteed by the Government of Canada. No assurance can be given that the Government of Canada will support the obligations of Crown Agencies which are not agents of Her Majesty, which it has not guaranteed, since it is not obligated to do so by law.

PROVINCIAL GOVERNMENT OBLIGATIONS. Provincial Government obligations are debt securities issued or guaranteed as to principal or interest by the government of any province of Canada pursuant to authority granted by the provincial Legislature and approved by the Lieutenant Governor in Council of such province, where necessary. These securities include treasury bills, notes, bonds and debentures.

6

PROVINCIAL CROWN AGENCY OBLIGATIONS. Provincial Crown Agency obligations are debt securities issued or guaranteed by a provincial Crown corporation, company or agency ("Provincial Crown Agencies") pursuant to authority granted by the provincial Legislature and approved by the Lieutenant Governor in Council of such province, where necessary. Certain Provincial Crown Agencies are by statute agents of Her Majesty in right of a particular province of Canada, and their obligations, when properly authorized, constitute direct obligations of such province. Other Provincial Crown Agencies which are not by law agents of Her Majesty in right of a particular province of Canada may issue obligations which by statute the Lieutenant Governor in Council of such province may guarantee, or may authorize the Treasurer thereof to guarantee, on behalf of the government of such province. Finally, other Provincial Crown Agencies which are not by law agencies of Her Majesty may issue or guarantee obligations not entitled to be guaranteed by a provincial government. No assurance can be given that the government of any province of Canada will support the obligations of Provincial Crown Agencies which are not agents of Her Majesty and which it has not guaranteed, as it is not obligated to do so by law. Provincial Crown Agency obligations described above include, but are not limited to, those issued or guaranteed by a:

- provincial railway corporation;

- provincial hydroelectric or power commission or authority;

- provincial municipal financing corporation or agency; and

- provincial telephone commission or authority.

Any Canadian obligation acquired will be payable in U.S. dollars.

CERTIFICATES OF DEPOSIT, TIME DEPOSITS AND BANKERS' ACCEPTANCES

CERTIFICATES OF DEPOSIT. Certificates of deposit are certificates issued against funds deposited in a bank or a savings and loan. They are issued for a definite period of time and earn a specified rate of return.

TIME DEPOSITS. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates.

BANKERS' ACCEPTANCES. Bankers' acceptances are short-term credit instruments evidencing the obligation of a bank to pay a draft which has been drawn on it by a customer. These instruments reflect the obligations both of the bank and of the drawer to pay the face amount of the instrument upon maturity. They are primarily used to finance the import, export, transfer or storage of goods. They are "accepted" when a bank guarantees their payment at maturity.

These obligations are not insured by the Federal Deposit Insurance Corporation.

COMMERCIAL PAPER

Commercial paper consists of unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is issued in bearer form with maturities generally not exceeding nine months. Commercial paper obligations may include variable amount master demand notes.

VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand notes are obligations that permit the investment of fluctuating amounts at varying rates of interest pursuant to direct arrangements between a fund, as lender, and the borrower. These notes permit daily changes in the amounts borrowed. The investing (i.e., "lending") fund has the right to increase the amount under the note at any time up to the full amount provided by the note agreement, or to decrease the amount, and the borrower may prepay up to the full amount of the note without penalty. Because variable amount master demand notes are direct lending arrangements between the lender and borrower, it is not generally contemplated that such instruments will be traded. There is no secondary market for these notes, although they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time.

A subadviser will only invest in variable amount master demand notes issued by companies which, at the date of investment, have an outstanding debt issue rated "Aaa" or "Aa" by Moody's or "AAA" or "AA" by S&P and which the applicable subadviser has determined present minimal risk of loss. A subadviser will look generally at the financial strength of the issuing company as "backing" for the note and not to any security interest or supplemental source such as a bank letter of credit. A variable amount master demand note will be valued on each day a net asset value ("NAV") is determined. The NAV will generally be equal to the face value of the note plus accrued interest unless the financial position of the issuer is such that its ability to repay the note when due is in question.

7

CORPORATE OBLIGATIONS

Corporate obligations are bonds and notes issued by corporations to finance long-term credit needs.

REPURCHASE AGREEMENTS

Repurchase agreements are arrangements involving the purchase of an obligation and the simultaneous agreement to resell the same obligation on demand or at a specified future date and at an agreed upon price. A repurchase agreement can be viewed as a loan made by a fund to the seller of the obligation with such obligation serving as collateral for the seller's agreement to repay the amount borrowed with interest. Repurchase agreements permit the opportunity to earn a return on cash that is only temporarily available. Repurchase agreements may be entered with banks, brokers or dealers. However, a repurchase agreement will only be entered with a broker or dealer if the broker or dealer agrees to deposit additional collateral should the value of the obligation purchased decrease below the resale price.

Generally, repurchase agreements are of a short duration, often less than one week but on occasion for longer periods. Securities subject to repurchase agreements will be valued every business day and additional collateral will be requested if necessary so that the value of the collateral is at least equal to the value of the repurchase obligation, including the interest accrued thereon.

A subadviser shall engage in a repurchase agreement transaction only with those banks or broker/dealers who meet the subadviser's quantitative and qualitative criteria regarding creditworthiness, asset size and collateralization requirements. The Adviser also may engage in repurchase agreement transactions. The counterparties to a repurchase agreement transaction are limited to a:

- Federal Reserve System member bank;

- primary government securities dealer reporting to the Federal Reserve Bank of New York's Market Reports Division; or

- broker/dealer which reports U.S. Government securities positions to the Federal Reserve Board.

The Adviser and the subadvisers will continuously monitor the respective transaction to ensure that the collateral held with respect to a repurchase agreement equals or exceeds the amount of the respective obligation.

The risk of a repurchase agreement transaction is limited to the ability of the seller to pay the agreed-upon sum on the delivery date. If an issuer of a repurchase agreement fails to repurchase the underlying obligation, the loss, if any, would be the difference between the repurchase price and the underlying obligation's market value. A fund might also incur certain costs in liquidating the underlying obligation. Moreover, if bankruptcy or other insolvency proceedings are commenced with respect to the seller, realization upon the underlying obligation might be delayed or limited.

FOREIGN REPURCHASE AGREEMENTS

Foreign repurchase agreements involve an agreement to purchase a foreign security and to sell that security back to the original seller at an agreed-upon price in either U.S. dollars or foreign currency. Unlike typical U.S. repurchase agreements, foreign repurchase agreements may not be fully collateralized at all times. The value of a security purchased may be more or less than the price at which the counterparty has agreed to repurchase the security. In the event of default by the counterparty, a fund may suffer a loss if the value of the security purchased is less than the agreed-upon repurchase price, or if it is unable to successfully assert a claim to the collateral under foreign laws. As a result, foreign repurchase agreements may involve higher credit risks than repurchase agreements in U.S. markets, as well as risks associated with currency fluctuations. In addition, as with other emerging market investments, repurchase agreements with counterparties located in emerging markets, or relating to emerging markets, may involve issuers or counterparties with lower credit ratings than typical U.S. repurchase agreements.

OTHER INSTRUMENTS

The following discussion provides an explanation of some of the other instruments in which certain Funds (as indicated), (except the Lifestyle Trusts), may directly invest consistent with their investment objectives and policies.

WARRANTS

8

Each Fund (except the Money Market Trust, Index Allocation Trust[, Founding Allocation Trust] and the Lifestyle Trusts) may purchase warrants, including warrants traded independently of the underlying securities. Warrants are rights to purchase securities at specific prices and are valid for a specific period of time. Warrant prices do not necessarily move parallel to the prices of the underlying securities, and warrant holders receive no dividends and have no voting rights or rights with respect to the assets of an issuer. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants cease to have value if not exercised prior to the expiration date. These factors can make warrants more speculative than other types of investments.

REVERSE REPURCHASE AGREEMENTS

Each Fund (excluding the Lifestyle Trusts[, Founding Allocation Trust] and Index Allocation Trust) may enter into "reverse" repurchase agreements. Under a reverse repurchase agreement, a fund sells a debt security and agrees to repurchase it at an agreed upon time and at an agreed upon price. The fund retains record ownership of the security and the right to receive interest and principal payments thereon. At an agreed upon future date, the fund repurchases the security by remitting the proceeds previously received, plus interest. The difference between the amount the fund receives for the security and the amount it pays on repurchase is payment of interest. In certain types of agreements, there is no agreed-upon repurchase date and interest payments are calculated daily, often based on the prevailing overnight repurchase rate. A reverse repurchase agreement may be considered a form of leveraging and may, therefore, increase fluctuations in a fund's NAV per share. A fund will cover its repurchase agreement transactions by maintaining in a segregated custodial account cash, Treasury bills or other U.S. Government securities having an aggregate value at least equal to the amount of such commitment to repurchase including accrued interest, until payment is made.

MORTGAGE SECURITIES

PREPAYMENT OF MORTGAGES. Mortgage securities differ from conventional bonds in that principal is paid over the life of the securities rather than at maturity. As a result, a fund which invests in mortgage securities receives monthly scheduled payments of principal and interest, and may receive unscheduled principal payments representing prepayments on the underlying mortgages. When a fund reinvests the payments and any unscheduled prepayments of principal it receives, it may receive a rate of interest which is higher or lower than the rate on the existing mortgage securities. For this reason, mortgage securities may be less effective than other types of debt securities as a means of locking in long term interest rates.

In addition, because the underlying mortgage loans and assets may be prepaid at any time, if a fund purchases mortgage securities at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will increase yield to maturity. Conversely, if a fund purchases these securities at a discount, faster than expected prepayments will increase yield to maturity, while slower than expected payments will reduce yield to maturity.

ADJUSTABLE RATE MORTGAGE SECURITIES. Adjustable rate mortgage securities are similar to the fixed rate mortgage securities discussed above, except that, unlike fixed rate mortgage securities, adjustable rate mortgage securities are collateralized by or represent interests in mortgage loans with variable rates of interest. These variable rates of interest reset periodically to align themselves with market rates. Most adjustable rate mortgage securities provide for an initial mortgage rate that is in effect for a fixed period, typically ranging from three to twelve months. Thereafter, the mortgage interest rate will reset periodically in accordance with movements in a specified published interest rate index. The amount of interest due to an adjustable rate mortgage holder is determined in accordance with movements in a specified published interest rate index by adding a pre-determined increment or "margin" to the specified interest rate index. Many adjustable rate mortgage securities reset their interest rates based on changes in:

- one-year, three-year and five-year constant maturity Treasury Bill rates;

- three-month or six-month Treasury Bill rates;

- 11th District Federal Home Loan Bank Cost of Funds;

- National Median Cost of Funds; or

- one-month, three-month, six-month or one-year London Interbank Offered Rate ("LIBOR") and other market rates.

During periods of increasing rates, a fund will not benefit from such increase to the extent that interest rates rise to the point where they cause the current coupon of adjustable rate mortgages held as investments to exceed any maximum allowable annual or lifetime reset limits or "cap rates" for a particular mortgage. In this event, the value of the

9

mortgage securities in a fund would likely decrease. During periods of declining interest rates, income to a fund derived from adjustable rate mortgages which remain in a mortgage pool may decrease in contrast to the income on fixed rate mortgages, which will remain constant. Adjustable rate mortgages also have less potential for appreciation in value as interest rates decline than do fixed rate investments. Also, a fund's NAV could vary to the extent that current yields on adjustable rate mortgage securities held as investments are different than market yields during interim periods between coupon reset dates.

PRIVATELY-ISSUED MORTGAGE SECURITIES. Privately-issued mortgage securities provide for the monthly principal and interest payments made by individual borrowers to pass through to investors on a corporate basis, and in privately issued collateralized mortgage obligations, as further described below. Privately-issued mortgage securities are issued by private originators of, or investors in, mortgage loans, including:

- mortgage bankers;

- commercial banks;

- investment banks;

- savings and loan associations; and

- special purpose subsidiaries of the foregoing.

Since privately-issued mortgage certificates are not guaranteed by an entity having the credit status of the GNMA or Federal Home Loan Mortgage Corporation, such securities generally are structured with one or more types of credit enhancement. For a description of the types of credit enhancements that may accompany privately-issued mortgage securities, see "Types of Credit Support" below. A fund that invests in mortgage securities will not limit its investments to asset-backed securities with credit enhancements.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). CMOs generally are bonds or certificates issued in multiple classes that are collateralized by or represent an interest in mortgages. CMOs may be issued by single-purpose, stand-alone finance subsidiaries or trusts of financial institutions, government agencies, investment banks or other similar institutions. Each class of CMOs, often referred to as a "tranche," may be issued with a specific fixed coupon rate (which may be zero) or a floating coupon rate. Each class of CMOs also has a stated maturity or final distribution date. Principal prepayments on the underlying mortgages may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrued on CMOs on a monthly, quarterly or semiannual basis. The principal of and interest on the underlying mortgages may be allocated among the several classes of a series of a CMO in many ways. The general goal sought to be achieved in allocating cash flows on the underlying mortgages to the various classes of a series of CMOs is to create tranches on which the expected cash flows have a higher degree of predictability than the underlying mortgages. As a general matter, the more predictable the cash flow is on a CMO tranche, the lower the anticipated yield will be on that tranche at the time of issuance. As part of the process of creating more predictable cash flows on most of the tranches in a series of CMOs, one or more tranches generally must be created that absorb most of the volatility in the cash flows on the underlying mortgages. The yields on these tranches are relatively higher than on tranches with more predictable cash flows. Because of the uncertainty of the cash flows on these tranches, and the sensitivity of these transactions to changes in prepayment rates on the underlying mortgages, the market prices of and yields on these tranches tend to be highly volatile.

CMOs purchased by a fund may be:

(1) collateralized by pools of mortgages in which each mortgage is guaranteed as to payment of principal and interest by an agency or instrumentality of the U.S. Government;

(2) collateralized by pools of mortgages in which payment of principal and interest is guaranteed by the issuer and the guarantee is collateralized by U.S. Government securities; or

(3) securities for which the proceeds of the issuance are invested in mortgage securities and payment of the principal and interest is supported by the credit of an agency or instrumentality of the U.S. Government.

SEPARATE TRADING OF REGISTERED INTEREST AND PRINCIPAL OF SECURITIES ("STRIPS"). A Fund may invest in separately traded interest components of securities issued or guaranteed by the U.S. Treasury. The interest components of selected securities are traded independently under the STRIPS program. Under the STRIPS program, the interest components are individually numbered and separately issued by the U.S. Treasury at the request of depository financial institutions, which then trade the component parts independently.

STRIPPED MORTGAGE SECURITIES. Stripped mortgage securities are derivative multi-class mortgage securities. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. Government, or by private issuers,

10

including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities have greater volatility than other types of mortgage securities in which the Funds invest. Although stripped mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped mortgage securities may be illiquid and, together with any other illiquid investments, will not exceed 15% of a Fund's net assets. See "Other Investments - Illiquid Securities."

Stripped mortgage securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest only or "IO" class), while the other class will receive all of the principal (the principal only or "PO" class). The yield to maturity on an IO class is extremely sensitive to changes in prevailing interest rates and the rate of principal payments (including prepayments) on the related underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on an investing fund's yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, such fund may fail to fully recoup its initial investment in these securities even if the securities are rated highly.

As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the other mortgage securities described in the Prospectus and SAI, like other debt instruments, will tend to move in the opposite direction to interest rates. Accordingly, investing in IOs, in conjunction with the other mortgage securities described in the Prospectus and SAI, is expected to contribute to a Fund's relatively stable NAV.

In addition to the stripped mortgage securities described above, each of the Strategic Bond Trust, High Yield Trust and Value Trust may invest in similar securities such as Super Principal Only ("SPO") and Leverage Interest Only ("LIO") which are more volatile than POs and IOs. Risks associated with instruments such as SPOs are similar in nature to those risks related to investments in POs. Risks associated with LIOs and IOs are similar in nature to those associated with IOs. The Strategic Bond Trust may also invest in other similar instruments developed in the future that are deemed consistent with the investment objectives, policies and restrictions.

Under the Internal Revenue Code of 1986, as amended ("Code"), POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to a fund.

INVERSE FLOATERS. Each of the Strategic Bond Trust, High Income Trust, High Yield Trust, Investment Quality Bond Trust and Value Trust may invest in inverse floaters. Inverse floaters may be issued by agencies or instrumentalities of the U.S. Government, or by private issuers, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Inverse floaters have greater volatility than other types of mortgage securities in which a fund invests (with the exception of stripped mortgage securities and there is a risk that the market value will vary from the amortized cost). Although inverse floaters are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, inverse floaters may be illiquid together with any other illiquid investments, will not exceed 15% of a Fund's net assets. See "Other Investments - Illiquid Securities."

Inverse floaters are derivative mortgage securities which are structured as a class of security that receives distributions on a pool of mortgage assets. Yields on inverse floaters move in the opposite direction of short-term interest rates and at an accelerated rate.

TYPES OF CREDIT SUPPORT. Mortgage securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the impact of an obligor's failure to make payments on underlying assets, mortgage securities may contain elements of credit support. A discussion of credit support is described under "Asset-Backed Securities."

ASSET-BACKED SECURITIES

The securitization techniques used to develop mortgage securities are also being applied to a broad range of other assets. Through the use of trusts and special purpose corporations, automobile and credit card receivables are being securitized in pass-through structures similar to mortgage pass-through structures or in a pay-through structure similar to the CMO structure.

11

Generally, the issuers of asset-backed bonds, notes or pass-through certificates are special purpose entities and do not have any significant assets other than the receivables securing such obligations. In general, the collateral supporting asset-backed securities is of a shorter maturity than mortgage loans. As a result, investment in these securities should be subject to less volatility than mortgage securities. Instruments backed by pools of receivables are similar to mortgage-backed securities in that they are subject to unscheduled prepayments of principal prior to maturity. When the obligations are prepaid, a fund must reinvest the prepaid amounts in securities with the prevailing interest rates at the time. Therefore, a fund's ability to maintain an investment including high-yielding asset-backed securities will be affected adversely to the extent that prepayments of principal must be reinvested in securities which have lower yields than the prepaid obligations. Moreover, prepayments of securities purchased at a premium could result in a realized loss. Unless otherwise stated in the Prospectus disclosure for a Fund, a Fund will only invest in asset-backed securities rated, at the time of purchase, AA or better by S&P or Aa or better by Moody's.

As with mortgage securities, asset-backed securities are often backed by a pool of assets representing the obligation of a number of different parties and use similar credit enhancement techniques. For a description of the types of credit enhancement that may accompany asset-backed securities, see "Types of Credit Support" below. A Fund investing in asset-backed securities will not limit its investments to asset-backed securities with credit enhancements. Although asset-backed securities are not generally traded on a national securities exchange, such securities are widely traded by brokers and dealers, and will not be considered illiquid securities for the purposes of the investment restriction on illiquid securities under "Additional Investment Policies".

TYPES OF CREDIT SUPPORT. To lessen the impact of an obligor's failure to make payments on underlying assets, mortgage securities and asset-backed securities may contain elements of credit support. Such credit support falls into two categories:

- liquidity protection; and

- default protection.

Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the pass-through of payments due on the underlying pool of assets occurs in a timely fashion. Default protection provides protection against losses resulting from ultimate default and enhances the likelihood of ultimate payment of the obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. A Fund will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

Some examples of credit support include:

- "senior-subordinated securities" (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class);

- creation of "reserve funds" (where cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses); and

- "over-collateralization" (where the scheduled payments on, or the principal amount of, the underlying assets exceed those required to make payment on the securities and pay any servicing or other fees).

The ratings of mortgage securities and asset-backed securities for which third-party credit enhancement provides liquidity protection or default protection are generally dependent upon the continued creditworthiness of the provider of the credit enhancement. The ratings of these securities could be reduced in the event of deterioration in the creditworthiness of the credit enhancement provider even in cases where the delinquency and loss experienced on the underlying pool of assets is better than expected.

The degree of credit support provided for each issue is generally based on historical information concerning the level of credit risk associated with the underlying assets. Delinquency or loss greater than anticipated could adversely affect the return on an investment in mortgage securities or asset-backed securities.

COLLATERALIZED DEBT OBLIGATIONS. A Fund may invest in collateralized debt obligations ("CDOs"), which include collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs") and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool

12

of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.

For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the "equity" tranche which bears the bulk of defaults from the bonds or loans in the CBO trust or CLO trust, as applicable and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.

The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by a fund as illiquid securities; however an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in the SAI and the Prospectus (e.g., interest rate risk and default risk), CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Funds (excluding Lifestyle Trusts) may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

ZERO COUPON SECURITIES, DEFERRED INTEREST BONDS AND PAY-IN-KIND BONDS

Zero coupon securities, deferred interest bonds and pay-in-kind bonds involve special risk considerations. Zero coupon securities and deferred interest bonds are debt securities that pay no cash income but are sold at substantial discounts from their value at maturity. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. When a zero coupon security or a deferred interest bond is held to maturity, its entire return, which consists of the amortization of discount, comes from the difference between its purchase price and its maturity value. This difference is known at the time of purchase, so that investors holding these securities until maturity know at the time of their investment what the return on their investment will be. The Funds (excluding Lifestyle Trusts [and Index Allocation Trust]) also may purchase pay-in-kind bonds. Pay-in-kind bonds are bonds that pay all or a portion of their interest in the form of debt or equity securities.

Zero coupon securities, deferred interest bonds and pay-in-kind bonds are subject to greater price fluctuations in response to changes in interest rates than ordinary interest-paying debt securities with similar maturities. The value of zero coupon securities and deferred interest bonds usually appreciate during periods of declining interest rates and usually depreciates during periods of rising interest rates.

ISSUERS OF ZERO COUPON SECURITIES AND PAY-IN-KIND BONDS. Zero coupon securities and pay-in-kind bonds may be issued by a wide variety of corporate and governmental issuers. Although zero coupon securities and pay-in-kind bonds are generally not traded on a national securities exchange, these securities are widely traded by brokers and dealers and, to the extent they are widely traded, will not be considered illiquid for the purposes of the investment restriction under "Additional Investment Policies."

TAX CONSIDERATIONS. Current Federal income tax law requires the holder of a zero coupon security or certain pay-in-kind bonds to accrue income with respect to these securities prior to the receipt of cash payments. To maintain its qualification as a regulated investment company and avoid liability for Federal income and excise taxes, a fund may be required to distribute income accrued with respect to these securities and may have to dispose of fund securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements.

LOANS AND OTHER DIRECT DEBT INSTRUMENTS

A Fund may invest in loans and other direct debt instruments to the extent authorized by its investment policies. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables), or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and

13

may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a Fund supply additional cash to a borrower on demand.

HIGH YIELD (HIGH RISK) DOMESTIC CORPORATE DEBT SECURITIES

High yield U.S. corporate debt securities in which a Fund may invest include bonds, debentures, notes, bank loans, credit-linked notes and commercial paper. Most of these debt securities will bear interest at fixed rates except bank loans, which usually have floating rates. The Fund may also invest in bonds with variable rates of interest or debt securities which involve equity features, such as equity warrants or convertible outright and participation features (i.e., interest or other payments, often in addition to a fixed rate of return, that are based on the borrower's attainment of specified levels of revenues, sales or profits and thus enable the holder of the security to share in the potential success of the venture).

The market for high yield U.S. corporate debt securities has undergone significant changes since it was first established. Issuers in the U.S. high yield market originally consisted primarily of growing small capitalization companies and larger capitalization companies whose credit quality had declined from investment grade. During the mid-1980s, participants in the U.S. high yield market issued high yield securities principally in connection with leveraged buyouts and other leveraged recapitalizations. In late 1989 and 1990, the volume of new issues of high yield U.S. corporate debt declined significantly and liquidity in the market decreased. Since early 1991, the volume of new issues of high yield U.S. corporate debt securities has increased substantially and secondary market liquidity has improved. During the same periods, the U.S. high yield debt market exhibited strong returns. Currently, most new offerings of U.S. high yield securities are being issued to refinance higher coupon debt and to raise funds for general corporate purposes as well as to provide financing in connection with leveraged transactions.

BRADY BONDS

Brady Bonds are debt securities issued under the framework of the "Brady Plan," an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. The Brady Plan framework, as it has developed, involves the exchange of external commercial bank debt for newly issued bonds (Brady Bonds). Brady Bonds may also be issued in respect of new money being advanced by existing lenders in connection with the debt restructuring. Brady Bonds issued to date generally have maturities between 15 and 30 years from the date of issuance and have traded at a deep discount from their face value. In addition to Brady Bonds, the Funds may invest in emerging market governmental obligations issued as a result of debt restructuring agreements outside of the scope of the Brady Plan.

Agreements implemented under the Brady Plan to date are designed to achieve debt and debt-service reduction through specific options negotiated by a debtor nation with its creditors. As a result, the financial packages offered by each country differ. The types of options have included:

- the exchange of outstanding commercial bank debt for bonds issued at 100% of face value which carry a below-market stated rate of interest (generally known as par bonds);

- bonds issued at a discount from face value (generally known as discount bonds);

- bonds bearing an interest rate which increases over time; and

- bonds issued in exchange for the advancement of new money by existing lenders.

Discount bonds issued to date under the framework of the Brady Plan have generally borne interest computed semi-annually at a rate equal to 13/16 of one percent above the current six-month LIBOR rate. Regardless of the stated face amount and interest rate of the various types of Brady Bonds, the Fund investing in Brady Bonds will purchase Brady Bonds in secondary markets in which the price and yield to the investor reflect market conditions at the time of purchase.

Certain sovereign bonds are entitled to "value recovery payments" in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Certain Brady Bonds have been collateralized as to principal due at maturity (typically 15 to 30 years from the date of issuance) by U.S. Treasury zero coupon bonds with a maturity equal to the final maturity of such Brady Bonds, although the collateral is not available to investors until the final maturity of the Brady Bonds. Collateral purchases are financed by the International Monetary Fund ("IMF"), the World Bank and the debtor nations' reserves. In addition, interest payments on certain types of Brady Bonds may be collateralized by cash or high-grade securities in amounts that typically represent between 12 and 18 months of interest accruals on these instruments, with the balance of the interest accruals being uncollateralized.

14

A fund may purchase Brady Bonds with no or limited collateralization, and must rely for payment of interest and (except in the case of principal collateralized Brady Bonds) principal primarily on the willingness and ability of the foreign government to make payment in accordance with the terms of the Brady Bonds.

Brady Bonds issued to date are purchased and sold in secondary markets through U.S. securities dealers and other financial institutions and are generally maintained through European transactional securities depositories. A substantial portion of the Brady Bonds and other sovereign debt securities in which a Fund invests are likely to be acquired at a discount.

SOVEREIGN DEBT OBLIGATIONS

A Fund may invest in sovereign debt obligations to the extent authorized by its investment polices. Sovereign debt obligations are issued or guaranteed by foreign governments or their agencies, including debt of Latin American nations or other developing countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loan or loan participations. Sovereign debt of developing countries may involve a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment and payment of interest may depend on political as well as economic factors. Although some sovereign debt, such as Brady Bonds, is collateralized by U.S. Government securities, repayment of principal and payment of interest is not guaranteed by the U.S. Government.

INDEXED SECURITIES

A Fund may invest in indexed securities to the extent authorized by its investment policies. Indexed securities are instruments whose prices are indexed to the prices of other securities, securities indices, currencies, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic.

Currency indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar denominated securities. Currency indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the performance of the security, currency, or other instrument to which they are indexed, and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies.

HYBRID INSTRUMENTS

Hybrid instruments (a type of potentially high-risk derivative) combine the elements of futures contracts or options with those of debt, preferred equity or a depository instrument ("Hybrid Instruments").

CHARACTERISTICS OF HYBRID INSTRUMENTS. Generally, a Hybrid Instrument is a debt security, preferred stock, depository share, trust certificate, certificate of deposit or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption or retirement, is determined by reference to the following:

- prices, changes in prices, or differences between prices of securities, currencies, intangibles, goods, articles or commodities (collectively, "underlying assets"); or

- an objective index, economic factor or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively, "Benchmarks").

15

Hybrid Instruments may take a variety of forms, including, but not limited to:

- debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time;

- preferred stock with dividend rates determined by reference to the value of a currency; or

- convertible securities with the conversion terms related to a particular commodity.

USES OF HYBRID INSTRUMENTS. Hybrid Instruments provide an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, a fund may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions.

One approach is to purchase a U.S. dollar-denominated Hybrid Instrument whose redemption price is linked to the average three-year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, the investing fund could limit the downside risk of the security by establishing a minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly.

The purpose of this type of arrangement, known as a structured security with an embedded put option, is to give the fund the desired European bond exposure while avoiding currency risk, limiting downside market risk, and lowering transactions costs. Of course, there is no guarantee that such a strategy will be successful and the value of the fund may decline; for example, if interest rates may not move as anticipated or credit problems could develop with the issuer of the Hybrid Instrument.

RISKS OF INVESTING IN HYBRID INSTRUMENTS. The risks of investing in Hybrid Instruments are a combination of the risks of investing in securities, options, futures and currencies. Therefore, an investment in a Hybrid Instrument may include significant risks not associated with a similar investment in a traditional debt instrument with a fixed principal amount, is denominated in U.S. dollars, or that bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published Benchmark. The risks of a particular Hybrid Instrument will depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the Benchmarks or the prices of underlying assets to which the instrument is linked. These risks generally depend upon factors unrelated to the operations or credit quality of the issuer of the Hybrid Instrument and that may not be readily foreseen by the purchaser. Such factors include economic and political events, the supply and demand for the underlying assets, and interest rate movements. In recent years, various Benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in the future. See "Hedging and Other Strategic Transactions" for a description of certain risks associated with investments in futures, options, and forward contracts.

VOLATILITY. Hybrid Instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular Hybrid Instrument, changes in a Benchmark may be magnified by the terms of the Hybrid Instrument and have an even more dramatic and substantial effect upon the value of the Hybrid Instrument. Also, the prices of the Hybrid Instrument and the Benchmark or underlying asset may not move in the same direction or at the same time.

LEVERAGE RISK. Hybrid Instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, Hybrid Instruments may bear interest at above market rates, but bear an increased risk of principal loss (or gain). For example, an increased risk of principal loss (or gain) may result if "leverage" is used to structure a Hybrid Instrument. Leverage risk occurs when the Hybrid Instrument is structured so that a change in a Benchmark or underlying asset is multiplied to produce a greater value change in the Hybrid Instrument, thereby magnifying the risk of loss, as well as the potential for gain.

LIQUIDITY RISK. Hybrid Instruments may also carry liquidity risk since the instruments are often "customized" to meet the needs of a particular investor. Therefore, the number of investors that would be willing and able to buy such instruments in the secondary market may be smaller than for more traditional debt securities. In addition, because the purchase and sale of Hybrid Instruments could take place in an over-the-counter ("OTC") market without the guarantee of a central clearing organization or in a transaction between a fund and the issuer of the Hybrid Instrument, the creditworthiness of the counterparty or issuer of the Hybrid Instrument would be an additional risk factor which the fund would have to consider and monitor.

16

LACK OF U.S. REGULATION. Hybrid Instruments may not be subject to regulation of the Commodity Futures Trading Commission ("CFTC"), which generally regulates the trading of commodity futures by U.S. persons, the Securities and Exchange Commission ("SEC"), which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority.

The various risks discussed above with respect to Hybrid Instruments particularly the market risk of such instruments, may cause significant fluctuations in the NAV of a fund that invests in such instruments.

ADRs, EDRs, GDRs, IDRs and NVDRs

A Fund may invest in American Depository Receipts, European Depositary Receipts, Global Depositary Receipts, and International Depositary Receipts and NVDRs ("ADRs," "EDRs," "GDRs," "IDRs" and "NVDRs" respectively) as described in their investment policies.

Securities of foreign issuers may include ADRs, EDRs, GDRs, IDRs, NVDRs and other similar securities, including without limitation dual listed securities. Depositary Receipts are certificates typically issued by a bank or trust company that give their holders the right to receive securities issued by a foreign or domestic corporation.

ADRs are U.S. dollar-denominated securities backed by foreign securities deposited in a U.S. securities depository. ADRs are created for trading in the U.S. markets. The value of an ADR will fluctuate with the value of the underlying security and will reflect any changes in exchange rates. An investment in ADRs involves risks associated with investing in foreign securities.

Securities of foreign issuers also include EDRs, GDRs, IDRs and NVDRs, which are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs, GDRs, IDRs and NVDRs are not necessarily quoted in the same currency as the underlying security.

VARIABLE AND FLOATING RATE OBLIGATIONS

A Fund may invest in floating or variable rate securities. Investments in floating or variable rate securities normally will involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate, such as rates of Treasury Bonds or Bills or the prime rate at a major commercial bank, and that a bondholder can demand payment of the obligations on behalf of the investing fund on short notice at par plus accrued interest, which amount may be more or less than the amount the bondholder paid for them. The maturity of floating or variable rate obligations (including participation interests therein) is deemed to be the longer of (i) the notice period required before a fund is entitled to receive payment of the obligation upon demand or (ii) the period remaining until the obligation's next interest rate adjustment. If not redeemed by the investing fund through the demand feature, the obligations mature on a specified date which may range up to thirty years from the date of issuance.

EXCHANGE TRADED FUNDS ("ETFS")

A Fund may invest in ETFs. These are a type of investment company bought and sold on a securities exchange. An ETF represents a fixed portfolio of securities designed to track a particular market index. A fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying securities and ETFs have management fees which increase their costs.

ADDITIONAL INVESTMENT POLICIES

The following provides a more detailed explanation of some investment policies.

LENDING SECURITIES

A Fund may lend its securities so long as its loans of securities do not represent in excess of 33 1/3% of such Fund's total assets. This lending limitation is a fundamental restriction which may not be changed without shareholder approval. The procedure for lending securities is for the borrower to give the lending fund collateral consisting of

17

cash, cash equivalents or securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities. The lending fund may invest the cash collateral and earn additional income or receive an agreed upon fee from a borrower which has delivered cash equivalent collateral.

A Fund anticipates that securities will be loaned only under the following conditions:

(1) the borrower must furnish collateral equal at all times to the market value of the securities loaned and the borrower must agree to increase the collateral on a daily basis if the securities loaned increase in value;

(2) the loan must be made in accordance with NYSE rules, which presently require the borrower, after notice, to redeliver the securities within five business days; and

(3) a Fund making the loan may pay reasonable service, placement, custodian or other fees in connection with loans of securities and share a portion of the interest from these investments with the borrower of the securities.

As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially.

WHEN-ISSUED SECURITIES/FORWARD COMMITMENTS

In order to help ensure the availability of suitable securities, a Fund may purchase debt or equity securities on a "when-issued" or on a "forward commitment" basis. Purchasing securities on a when-issued or forward commitment basis means that the obligations will be delivered to a Fund at a future date, which may be one month or longer after the date of the commitment. Except as may be imposed by these factors, there is no limit on the percent of a Fund's total assets that may be committed to such transactions.

Under normal circumstances, a fund purchasing securities on a when-issued or forward commitment basis will take delivery of the securities, but a fund may, if deemed advisable, sell the securities before the settlement date. In general, a fund does not pay for the securities, or start earning interest on them, until the obligations are scheduled to be settled. A fund does, however, record the transaction and reflect the value each day of the securities in determining its NAV. At the time of delivery, the value of when-issued or forward commitment securities may be more or less than the transaction price, and the yields then available in the market may be higher than those obtained in the transaction. While awaiting delivery of the obligations purchased on such basis, a fund will maintain on its records liquid assets consisting of cash, liquid high quality debt obligations or other assets equal to the amount of the commitments to purchase when-issued or forward commitment securities. The availability of liquid assets for this purpose and the effect of asset segregation on a fund's ability to meet its current obligations, to honor requests for redemption, and to otherwise manage its investment portfolio will limit the extent to which a fund may purchase when-issued or forward commitment securities.

MORTGAGE DOLLAR ROLLS

Each Fund (except the Money Market Trust, the Lifestyle Trusts, the Founding Allocation Trust and the Index Allocation Trust) may enter into mortgage dollar rolls. Under a mortgage dollar roll, a fund sells mortgage-backed securities for delivery in the future (generally within 30 days) and simultaneously contracts to repurchase substantially similar securities (of the same type, coupon and maturity) securities on a specified future date. During the roll period, a fund forgoes principal and interest paid on the mortgage-backed securities. A fund is compensated by the difference between the current sale price and the lower forward price for the future purchase (often referred to as the "drop"), as well as by the interest earned on the cash proceeds of the initial sale. A fund may also be compensated by receipt of a commitment fee. A fund may only enter into "covered rolls". A covered roll is a specific type of dollar roll for which there is an offsetting cash or cash equivalent security position which matures on or before the forward settlement date of the dollar roll transaction or for which a fund maintains on its records liquid assets having an aggregate value at least equal to the amount of such commitment to repurchase. Dollar roll transactions involve the risk that the market value of the securities sold by a fund may decline below the repurchase price of those securities. A mortgage dollar roll may be considered a form of leveraging, and may, therefore, increase fluctuations in a fund's NAV per share.

ILLIQUID SECURITIES

No Fund (except the Money Market Trust), may invest more than 15% (10% for Money Market Trust) of its net assets in securities that are not readily marketable ("illiquid securities"). The Money Market Trust may not invest more than 10% of its net assets in illiquid securities. Investment in illiquid securities involves the risk that, because of

18

the lack of consistent market demand for such securities, a fund may be forced to sell them at a discount from the last offer price.

Illiquid securities may include, but are not limited to, (a) repurchase agreements with maturities greater than seven days, (b) futures contracts and options thereon for which a liquid secondary market does not exist, (c) time deposits maturing in more than seven calendar days and (d) securities of new and early stage companies whose securities are not publicly traded.

RULE 144A SECURITIES ARE EXCLUDED FROM THE LIMITATION ON ILLIQUID SECURITIES. Securities that are restricted as to resale but for which a ready market is available pursuant to an exemption provided by Rule 144A under the Securities Act of 1933 ("1933 Act") or other exemptions from the registration requirements of the 1933 Act may be excluded from the 10% and 15% limitation on illiquid securities. The subadvisers decide, subject to the Trustees' oversight, whether securities sold pursuant to Rule 144A are readily marketable for purposes of a Fund's investment restriction. The subadvisers will also monitor the liquidity of Rule 144A securities held by the Funds for which they are responsible. To the extent that Rule 144A securities held by a Fund should become illiquid because of a lack of interest on the part of qualified institutional investors, the overall liquidity of a Fund could be adversely affected.

SECTION 4(2) COMMERCIAL PAPER IS EXCLUDED FROM THE LIMITATION ON ILLIQUID SECURITIES. The Money Market Trust may invest in commercial paper issued in reliance on the exemption from registration afforded by Section 4(2) of the 1933 Act. Section 4(2) commercial paper is restricted as to its distribution under Federal securities law, and is generally sold to institutional investors, such as the Money Market Trust, who agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Any resale by the purchaser must be made in an exempt transaction. Section 4(2) commercial paper is normally resold to other institutional investors, like the Money Market Trust, through or with the assistance of the issuer or investment dealers who make a market in Section 4(2) commercial paper, thus providing liquidity. The Money Market Trust's subadviser believes that Section 4(2) commercial paper meets its criteria for liquidity. The Money Market Trust intends, therefore, to treat Section 4(2) commercial paper as liquid and not subject to the investment limitation applicable to illiquid securities. The Money Market Trust's subadviser will monitor the liquidity of Section 4(2) commercial paper held by the Money Market Trust, subject to the Trustees' oversight.

INVESTMENTS IN CREDITORS' CLAIMS. The High Income Trust may purchase creditors' claims in bankruptcy ("Creditors' Claims") which are rights to payment from a debtor under the U.S. bankruptcy laws. Creditors' Claims may be secured or unsecured. A secured claim generally receives priority in payment over unsecured claims.

Sellers of Creditors' Claims can either be: (i) creditors that have extended unsecured credit to the debtor company (most commonly trade suppliers of materials or services); or (ii) secured creditors (most commonly financial institutions) that have obtained collateral to secure an advance of credit to the debtor. Selling a Creditor's Claim offers the creditor an opportunity to turn a claim that otherwise might not be satisfied for many years into liquid assets.

Creditors' Claims may be purchased directly from a creditor although most are purchased through brokers. Creditors' Claims can be sold as a single claim or as part of a package of claims from several different bankruptcy filings. Purchasers of Creditors' Claims, such as the High Income Trust, may take an active role in the reorganization process of the bankrupt company and, in certain situations where the Creditors' Claim is not paid in full, the claim may be converted into stock of the reorganized debtor.

Although Creditors' Claims can be sold to other investors, the market for Creditors' Claims is not liquid and, as a result, a purchaser of a Creditors' Claim may be unable to sell the claim or may have to sell it at a drastically reduced price. There is no guarantee that any payment will be received from a Creditors' Claim, especially in the case of unsecured claims.

SHORT SALES

A Fund may make short sales of securities or maintain a short position, provided that at all times when a short position is open a Fund owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for an equal amount of the securities of the same issuer as the securities sold short (a short sale "against-the-box").

19

A Fund may also sell a security it does not own in anticipation of a decline in the market value of that security (a "short sale"). To complete such a transaction, a fund must borrow the security to make delivery to the buyer. A fund is then obligated to replace the security borrowed by purchasing it at market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by a fund. Until the security is replaced, a fund is required to pay the lender any dividends or interest which accrues during the period of the loan. To borrow the security, a fund also 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 a fund replaces a borrowed security, it will segregate with its custodian cash or other liquid assets at such a level that (i) the amount segregated plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount segregated plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short. A fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which a fund replaced the borrowed security. A fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium, dividends or interest the fund may be required to pay in connection with a short sale.

INVESTMENT IN OTHER INVESTMENT COMPANIES

A FUND MAY INVEST IN OTHER INVESTMENT COMPANIES (INCLUDING SHARES OF CLOSED-END INVESTMENT COMPANIES, UNIT INVESTMENT TRUSTS, AND OPEN-END INVESTMENT COMPANIES) TO THE EXTENT PERMITTED BY FEDERAL SECURITIES LAWS (INCLUDING THE RULES, REGULATIONS AND INTERPRETATIONS THEREUNDER) AND TO THE EXTENT PERMITTED BY EXEMPTIVE RELIEF OBTAINED FROM THE SEC BY THE CUSTODIAN AND THE SUBADVISER.

INVESTING IN OTHER INVESTMENT COMPANIES INVOLVES SUBSTANTIALLY THE SAME RISKS AS INVESTING DIRECTLY IN THE UNDERLYING INSTRUMENTS, BUT THE TOTAL RETURN ON SUCH INVESTMENTS AT THE INVESTMENT COMPANY-LEVEL MAY BE REDUCED BY THE OPERATING EXPENSES AND FEES OF SUCH OTHER INVESTMENT COMPANIES, INCLUDING ADVISORY FEES. CERTAIN TYPES OF INVESTMENT COMPANIES, SUCH AS CLOSED-END INVESTMENT COMPANIES, ISSUE A FIXED NUMBER OF SHARES THAT TRADE ON A STOCK EXCHANGE OR MAY INVOLVE THE PAYMENT OF SUBSTANTIAL PREMIUMS ABOVE THE VALUE OF SUCH INVESTMENT COMPANIES' PORTFOLIO SECURITIES WHEN TRADED OTC OR A DISCOUNT TO THEIR NAV. OTHERS ARE CONTINUOUSLY OFFERED AT NAV, BUT MAY ALSO BE TRADED IN THE SECONDARY MARKET.

THE EXTENT TO WHICH A FUND CAN INVEST IN SECURITIES OF OTHER INVESTMENT COMPANIES IS LIMITED BY FEDERAL SECURITIES LAWS.

LOAN PARTICIPATIONS AND ASSIGNMENTS

A Fund may invest in loan participations or assignments. Loan participations are loans or other direct debt instruments which are interests in amounts owned by a corporate, governmental or other borrower to another party. They may represent amounts owed to lenders or lending syndicates to suppliers of goods or services, or to other parties. A fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations, a fund generally will have no right to enforce compliance by the borrower with the term of the loan agreement relating to loan, nor any rights of set-off against the borrower, and a fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, a fund will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, a fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

When a fund purchases assignments from lenders it will acquire direct rights against the borrower on the loan. However, because assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligation acquired by a fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. Investments in loan participations and assignments present the possibility that a fund could be held liable as a co-lender under emerging legal theories of lender liability. In addition, if the loan is foreclosed, a fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral. It is anticipated that such securities could be sold only to a limited number of institutional investors. In addition, some loan participations and assignments may not be rated by major rating agencies and may not be protected by the securities laws.

20

INDEX-RELATED SECURITIES ("EQUITY EQUIVALENTS")

A Fund may invest in certain types of securities that enable investors to purchase or sell shares in a portfolio of securities that seeks to track the performance of an underlying index or a portion of an index. Such Equity Equivalents include, among others, DIAMONDS (interests in a portfolio of securities that seeks to track the performance of the Dow Jones Industrial Average), SPDRs or S&P's Depository Receipts (interests in a portfolio of securities of the largest and most actively traded non-financial companies listed on the Nasdaq Stock Market). Such securities are similar to index mutual funds, but they are traded on various stock exchanges or secondary markets. The value of these securities is dependent upon the performance of the underlying index on which they are based. Thus, these securities are subject to the same risks as their underlying indices as well as the securities that make up those indices. For example, if the securities compromising an index that an index-related security seeks to track perform poorly, the index-related security will lose value.

Equity Equivalents may be used for several purposes, including to simulate full investment in the underlying index while retaining a cash balance for fund management purposes, to facilitate trading, to reduce transaction costs or to seek higher investment returns where an Equity Equivalent is priced more attractively than securities in the underlying index. Because the expense associated with an investment in Equity Equivalents may be substantially lower than the expense of small investments directly in the securities compromising the indices they seek to track, investments in Equity Equivalents may provide a cost-effective means of diversifying a fund's assets across a broad range of securities.

To the extent a Fund invests in securities of other investment companies, including Equity Equivalents, Fund shareholders would indirectly pay a portion of the operating costs of such companies in addition to the expenses of its own operations. These costs include management, brokerage, shareholder servicing and other operational expenses. Indirectly, if a Fund invests in Equity Equivalents, shareholders may pay higher operational costs than if they owned the underlying investment companies directly. Additionally, a Fund's investments in such investment companies are subject to limitations under the 1940 Act and market availability.

The prices of Equity Equivalents are derived and based upon the securities held by the particular investment company. Accordingly, the level of risk involved in the purchase or sale of an Equity Equivalent is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for such instruments is based on a basket of stocks. The market prices of Equity Equivalents are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and the supply and demand for the instruments on the exchanges on which they are traded. Substantial market or other disruptions affecting Equity Equivalents could adversely affect the liquidity and value of the shares of a Fund.

FIXED INCOME SECURITIES

A Fund may invest in investment grade bonds, rated at the time of purchase in the four highest rating categories by a nationally recognized securities rating organization ("NRSRO"), such as those rated Aaa, Aa, A and Baa by Moody's or AAA, AA, A and BBB by S&P's Division of The McGraw Hill Companies, Inc. ("S&P"). A Fund may also invest in obligations rated in the lowest of the top four rating categories (such as Baa by Moody's or BBB by S&P). These obligations may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments, including a greater possibility of default or bankruptcy of the issuer, than is the case with higher grade bonds. Subsequent to its purchase by a Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by a Fund. In addition, it is possible that Moody's, S&P and other NRSROs might not timely change their ratings of a particular issue to reflect subsequent events. None of these events will require the sale of the securities by a Fund, although the subadviser will consider these events in determining whether it should continue to hold the securities.

MARKET CAPITALIZATION WEIGHTED APPROACH

A Fund's structure involves market capitalization weighting in determining individual security weights and, where applicable, country or region weights. Market capitalization weighting means each security is generally purchased based on the issuer's relative market capitalization. Market capitalization weighting will be adjusted by the subadviser, for a variety of factors. A Fund may deviate from market capitalization weighting to limit or fix the exposure to a particular country or issuer to a maximum portion of the assets of the Fund. Additionally, the subadviser may consider such factors as free float, momentum, trading strategies, liquidity management and other factors determined to be appropriate by the subadviser given market conditions. The subadviser may exclude the

21

eligible security of a company that meets applicable market capitalization criterion if it determines that the purchase of such security is inappropriate in light of other conditions. These adjustments will result in a deviation from traditional market capitalization weighting.

Adjustment for free float adjusts market capitalization weighting to exclude the share capital of a company that is not freely available for trading in the public equity markets by international investors. For example, the following types of shares may be excluded: (i) those held by strategic investors (such as governments, controlling shareholders and management), (ii) treasury shares, or
(iii) shares subject to foreign ownership restrictions.

Deviation from market capitalization weighting also will occur because the subadviser generally intends to purchase in round lots. Furthermore, the subadviser may reduce the relative amount of any security held in order to retain sufficient portfolio liquidity. A portion, but generally not in excess of 20% of a Fund's assets, may be invested in interest bearing obligations, such as money market instruments, thereby causing further deviation from market capitalization weighting.

Block purchases of eligible securities may be made at opportune prices, even though such purchases exceed the number of shares that, at the time of purchase, would be purchased under a market capitalization weighted approach. Changes in the composition and relative ranking (in terms of market capitalization) of the stocks that are eligible for purchase take place with every trade when the securities markets are open for trading due, primarily, to price fluctuations of such securities. On at least a semi-annual basis, the subadviser will prepare a list of companies whose stock is eligible for investment by the Fund. Additional investments generally will not be made in securities that have changed in value sufficiently to be excluded from the subadviser then current market capitalization requirement for eligible portfolio securities. This may result in further deviation from market capitalization weighting. This deviation could be substantial if a significant amount of holdings of a Fund change in value sufficiently to be excluded from the requirement for eligible securities, but not by a sufficient amount to warrant their sale.

Country weights may be based on the total market capitalization of companies within each country. The calculation of country market capitalization may take into consideration the free float of companies within a country or whether these companies are eligible to be purchased for the particular strategy. In addition, to maintain a satisfactory level of diversification, the subadviser may limit or adjust the exposure to a particular country or region to a maximum proportion of the assets of that vehicle. Country weights may also deviate from target weights due to general day-to-day trading patterns and price movements. As a result, the weighting of countries will likely vary from their weighting in published international indices.

RISK FACTORS

The risks of investing in certain types of securities are described below. The value of an individual security or a particular type of security can be more volatile than the market as a whole and can perform differently than the value of the market as a whole. As described in the Prospectus, by owning shares of the underlying Funds, each fund of funds indirectly invests in the securities and instruments held by the underlying Funds and bears the same risks as those in which it invests. To the extent a fund of funds invests in securities or instruments directly, the fund of funds will be subject to the same risks.

NON-DIVERSIFIED

The fund of funds and certain of the Funds in which the fund of funds invest are non-diversified.

DEFINITION OF NON-DIVERSIFIED. Any Fund that is non-diversified is not limited as to the percentage of its assets that may be invested in any one issuer, and as to the percentage of the outstanding voting securities of such issuer that may be owned, only by a fund's own investment restrictions. In contrast, a diversified fund, as to at least 75% of the value of its total assets, generally may not invest more than five percent of its total assets in the securities, or own more than ten percent of the outstanding voting securities, of any one issuer.

Since a non-diversified fund may invest a high percentage of its assets in the securities of a small number of companies, it may be affected more than a diversified fund by a change in the financial condition of any of these companies or by the financial markets' assessment of any of these companies.

EQUITY SECURITIES

22

Equity securities include common, preferred and convertible preferred stocks and securities the values of which are tied to the price of stocks, such as rights, warrants and convertible debt securities. Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a fund investing in equities. The price of equity securities fluctuates based on changes in a company's financial condition and overall market and economic conditions. The value of equity securities purchased by a fund could decline if the financial condition of the companies invested in decline or if overall market and economic conditions deteriorate. Even funds that invest in high quality or "blue chip" equity securities or securities of established companies with large market capitalizations (which generally have strong financial characteristics) can be negatively impacted by poor overall market and economic conditions. Companies with large market capitalizations may also have less growth potential than smaller companies and may be able to react less quickly to change in the marketplace.

FIXED-INCOME SECURITIES

Fixed-income securities are generally subject to two principal types of risks:
(a) interest rate risk; and (b) credit quality risk.

INTEREST RATE RISK. Fixed-income securities are affected by changes in interest rates. When interest rates decline, the market value of the fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the market value of fixed-income securities generally can be expected to decline.

CREDIT QUALITY RISK. Fixed-income securities are subject to the risk that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments. If the credit quality of a fixed-income security deteriorates after a fund has purchased the security, the market value of the security may decrease and lead to a decrease in the value of the fund's investments. Funds that may invest in lower rated fixed-income securities are riskier than funds that may invest in higher rated fixed-income securities.

INVESTMENT GRADE FIXED-INCOME SECURITIES IN THE LOWEST RATING CATEGORY

Investment grade fixed-income securities in the lowest rating category (rated "Baa" by Moody's or "BBB" by S&P and comparable unrated securities) involve a higher degree of risk than fixed-income securities in the higher rating categories. While such securities are considered investment grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade securities.

LOWER RATED FIXED-INCOME SECURITIES

Lower rated fixed-income securities are defined as securities rated below investment grade (rated "Ba" and below by Moody's and "BB" and below by S&P). The principal risks of investing in these securities are as follows:

RISK TO PRINCIPAL AND INCOME. Investing in lower rated fixed-income securities is considered speculative. While these securities generally provide greater income potential than investments in higher rated securities, there is a greater risk that principal and interest payments will not be made. Issuers of these securities may even go into default or become bankrupt.

PRICE VOLATILITY. The price of lower rated fixed-income securities may be more volatile than securities in the higher rating categories. This volatility may increase during periods of economic uncertainty or change. The price of these securities is affected more than higher rated fixed-income securities by the market's perception of their credit quality especially during times of adverse publicity. In the past, economic downturns or an increase in interest rates have, at times, caused more defaults by issuers of these securities and may do so in the future. Economic downturns and increases in interest rates have an even greater affect on highly leveraged issuers of these securities.

LIQUIDITY. The market for lower rated fixed-income securities may have more limited trading than the market for investment grade fixed-income securities. Therefore, it may be more difficult to sell these securities and these securities may have to be sold at prices below their market value in order to meet redemption requests or to respond to changes in market conditions.

23

DEPENDENCE ON SUBADVISER'S OWN CREDIT ANALYSIS. While a subadviser to a Fund may rely on ratings by established credit rating agencies, it will also supplement such ratings with its own independent review of the credit quality of the issuer. Therefore, the assessment of the credit risk of lower rated fixed-income securities is more dependent on the subadviser's evaluation than the assessment of the credit risk of higher rated securities.

ADDITIONAL RISKS REGARDING LOWER RATED CORPORATE FIXED-INCOME SECURITIES. Lower rated corporate debt securities (and comparable unrated securities) tend to be more sensitive to individual corporate developments and changes in economics conditions than higher-rated corporate fixed-income securities.

Issuers of lower rated corporate debt securities may also be highly leveraged, increasing the risk that principal and income will not be repaid.

ADDITIONAL RISKS REGARDING LOWER RATED FOREIGN GOVERNMENT FIXED-INCOME SECURITIES. Lower rated foreign government fixed-income securities are subject to the risks of investing in emerging market countries described under "Foreign Securities." In addition, the ability and willingness of a foreign government to make payments on debt when due may be affected by the prevailing economic and political conditions within the country. Emerging market countries may experience high inflation, interest rates and unemployment as well as exchange rate trade difficulties and political uncertainty or instability. These factors increase the risk that a foreign government will not make payments when due.

SMALL AND MEDIUM SIZE COMPANIES

SURVIVAL OF SMALL OR UNSEASONED COMPANIES. Companies that are small or unseasoned (i.e., less than 3 years of operating history) are more likely than larger or established companies to fail or not to accomplish their goals. As a result, the value of their securities could decline significantly. These companies are less likely to survive since they are often dependent upon a small number of products, may have limited financial resources and a small management group.

CHANGES IN EARNINGS AND BUSINESS PROSPECTS. Small or unseasoned companies often have a greater degree of change in earnings and business prospects than larger or established companies, resulting in more volatility in the price of their securities.

LIQUIDITY. The securities of small or unseasoned companies may have limited marketability. This factor could cause the value of a fund's investments to decrease if it needs to sell such securities when there are few interested buyers.

IMPACT OF BUYING OR SELLING SHARES. Small or unseasoned companies usually have fewer outstanding shares than larger or established companies. Therefore, it may be more difficult to buy or sell large amounts of these shares without unfavorably impacting the price of the security.

PUBLICLY AVAILABLE INFORMATION. There may be less publicly available information about small or unseasoned companies. Therefore, when making a decision to purchase a security for a Fund, a subadviser may not be aware of problems associated with the company issuing the security.

MEDIUM SIZE COMPANIES. Investments in the securities of medium sized companies present risks similar to those associated with small or unseasoned companies although to a lesser degree due to the larger size of the companies.

FOREIGN SECURITIES

CURRENCY FLUCTUATIONS. Investments in foreign securities may cause a fund to lose money when converting investments from foreign currencies into U.S. dollars. A fund may attempt to lock in an exchange rate by purchasing a foreign currency exchange contract prior to the settlement of an investment in a foreign security. However, it may not always be successful in doing so and a fund could still lose money.

POLITICAL AND ECONOMIC CONDITIONS. Investments in foreign securities subject a fund to the political or economic conditions of the foreign country. These conditions could cause a fund's investments to lose value if these conditions deteriorate for any reason. This risk increases in the case of emerging market countries which are more likely to be politically unstable. Political instability could cause the value of any investment in the securities of an issuer based in a foreign country to decrease or could prevent or delay a fund from selling its investment and taking the money out of the country.

24

REMOVAL OF PROCEEDS OF INVESTMENTS FROM A FOREIGN COUNTRY. Foreign countries, especially emerging market countries, often have currency controls or restrictions which may prevent or delay a fund from taking money out of the country or may impose additional taxes on money removed from the country. Therefore, a fund could lose money if it is not permitted to remove capital from the country or if there is a delay in taking the assets out of the country, since the value of the assets could decline during this period or the exchange rate to convert the assets into U.S. dollars could worsen.

NATIONALIZATION OF ASSETS. Investments in foreign securities subject a fund to the risk that the company issuing the security may be nationalized. If the company is nationalized, the value of the company's securities could decrease in value or even become worthless.

SETTLEMENT OF SALES. Foreign countries, especially emerging market countries, may also have problems associated with settlement of sales. Such problems could cause a fund to suffer a loss if a security to be sold declines in value while settlement of the sale is delayed.

INVESTOR PROTECTION STANDARDS. Foreign countries, especially emerging market countries, may have less stringent investor protection and disclosure standards than the U.S. Therefore, when making a decision to purchase a security for a Fund, a subadviser may not be aware of problems associated with the company issuing the security and may not enjoy the same legal rights as those provided in the U.S.

INVESTMENT COMPANY SECURITIES

A Fund may invest in securities of other investment companies. The total return on such investments will be reduced by the operating expenses and fees of such other investment companies, including advisory fees. Investments in closed-end funds may involve the payment of substantial premiums above the value of such investment companies' portfolio securities.

FUND OF FUNDS RISK FACTORS

Each fund of funds may invest in shares of the underlying Funds. The following discussion provides information on the risks of investing in fund of funds such as the Lifestyle Trusts, the Index Allocation Trust, the Absolute Return Trust and the Founding Allocation Trust.

As permitted by Section 12 of the 1940 Act, each Lifestyle Trust, the Index Allocation Trust, the Absolute Return Trust and the Founding Allocation Trust each invests in a number of other Funds and may reallocate or rebalance assets among the underlying the

From time to time, one or more of the underlying Funds may experience relatively large redemptions or investments due to reallocations or rebalancings of the assets of an Allocation Trust ("Rebalancings"), as effected by its subadviser, MFC Global Investment Management (U.S.A.) Limited ("MFC Global U.S.A."). Shareholders should note that Rebalancings may affect the underlying Funds. The underlying Funds subject to redemptions by an Allocation Trust may find it necessary to sell securities; and the underlying Funds that receive additional cash from an fund of funds will find it necessary to invest the cash. The impact of Rebalancings is likely to be greater when an Allocation Trust owns, redeems, or invests in, a substantial portion of an underlying Fund. Rebalancings could affect the underlying Funds which could adversely affect their performance and, therefore, the performance of the fund of funds.

Both the Adviser and MFC Global U.S.A. will monitor the impact of Rebalancings on the underlying Funds and attempt to minimize any such adverse impact, consistent with pursuing the investment objective of each fund of funds. However, there is no guarantee that the Adviser and MFC Global U.S.A. will be successful in doing so.

Possible Adverse Effects of Rebalancings on the underlying Funds:

1. The underlying Funds could be required to sell securities or to invest cash, at times when they may not otherwise desire to do so.

2. Rebalancings may increase brokerage and/or other transaction costs of the underlying Funds.

25

3. When a fund of funds owns a substantial portion of an underlying Fund, a large redemption by the fund of funds could cause that underlying Fund's expenses to increase and could result in its portfolio becoming too small to be economically viable.

4. Rebalancings could accelerate the realization of taxable capital gains in the underlying Funds subject to large redemptions if sales of securities results in capital gains.

Both the fund of funds and the Funds are managed by the Adviser. MFC Global U.S.A., which is an affiliate of the Adviser, is the subadviser to each fund of funds and to certain of the underlying Funds. Shareholders should note that the Adviser has the responsibility to oversee and monitor both the Allocation Trusts and the Funds and MFC Global U.S.A. has the responsibility to manage both the fund of funds and certain of the underlying Funds. The Adviser and MFC Global U.S.A. will monitor the impact of Rebalancings on the Funds and attempt to minimize any adverse effect of the Rebalancings on the underlying Funds, consistent with pursuing the investment objective of each Allocation Trust

With respect to Rebalancings, shareholders should also note that MFC Global U.S.A. as the subadviser to both the Allocation Trusts fund of funds and certain of the underlying Funds, may appear to have incentive to allocate more fund of funds assets to those underlying Funds that it subadvises. However, the Adviser believes it has no financial incentive since the net amount of advisory fee retained after payment of the subadvisory fee is the same for all underlying Funds although the Adviser's ultimate controlling parent, MFC, may appear to have an incentive to do so since it also controls MFC Global U.S.A. The Adviser will monitor MFC Global U.S.A.'s allocation of fund of funds assets to the underlying Funds to attempt to ensure that assets are not allocated to other MFC Global U.S.A. subadvised funds unless it is in the best interest of the fund of funds to do so. In addition, prior to appointing MFC Global U.S.A. as subadviser to a underlying Fund, the Board of Trustees will consider the affiliation between the Adviser and MFC Global U.S.A. as one of its factors in approving such appointment.

STRIPPED SECURITIES

Stripped securities are the separate income or principal components of a debt security. The risks associated with stripped securities are similar to those of other debt securities, although stripped securities may be more volatile, and the value of certain types of stripped securities may move in the same direction as interest rates. U.S. Treasury securities that have been stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent participating interests in pools of residential mortgage loans which are guaranteed by the U.S. Government, its agencies or instrumentalities. However, the guarantee of these types of securities relates to the principal and interest payments and not the market value of such securities. In addition, the guarantee only relates to the mortgage-backed securities held by a fund and not the purchase of shares of a fund.

Mortgage-backed securities are issued by lenders such as mortgage bankers, commercial banks, and savings and loan associations. Such securities differ from conventional debt securities which provide for the periodic payment of interest in fixed amounts (usually semiannually) with principal payments at maturity or on specified dates. Mortgage-backed securities provide periodic payments which are, in effect, a "pass-through" of the interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans. A mortgage-backed security will mature when all the mortgages in the pool mature or are prepaid. Therefore, mortgage-backed securities do not have a fixed maturity, and their expected maturities may vary when interest rates raise or fall.

When interest rates fall, homeowners are more likely to prepay their mortgage loans. An increased rate of prepayments on a fund's mortgage-backed securities will result in an unforeseen loss of interest income to the fund as the fund may be required to reinvest assets at a lower interest rate. Because prepayments increase when interest rates fall, the prices of mortgaged-backed securities do not increase as much as other fixed-income securities when interest rates fall.

When interest rates rise, homeowners are less likely to prepay their mortgages loans. A decreased rate of prepayments lengthen the expected maturity of a mortgage-backed security. Therefore, the prices of mortgage-backed securities may decrease more than prices of other fixed-income securities when interest rates rise.

26

The yield of mortgage-backed securities is based on the average life of the underlying pool of mortgage loans. The actual life of any particular pool may be shortened by unscheduled or early payments of principal and interest. Principal prepayments may result from the sale of the underlying property or the refinancing or foreclosure of underlying mortgages. The occurrence of prepayments is affected by a wide range of economic, demographic and social factors and, accordingly, it is not possible to accurately predict the average life of a particular pool. The actual prepayment experience of a pool of mortgage loans may cause the yield realized by a fund to differ from the yield calculated on the basis of the average life of the pool. In addition, if a fund purchases mortgage-backed securities at a premium, the premium may be lost in the event of early prepayment which may result in a loss to a fund.

Prepayments tend to increase during periods of falling interest rates, while during periods of rising interest rates prepayments are likely to decline. Monthly interest payments received by a fund have a compounding effect which will increase the yield to shareholders as compared to debt obligations that pay interest semiannually. Because of the reinvestment of prepayments of principal at current rates, mortgage-backed securities may be less effective than Treasury bonds of similar maturity at maintaining yields during periods of declining interest rates. Also, although the value of debt securities may increase as interest rates decline, the value of these pass-through type of securities may not increase as much due to their prepayment feature.

COLLATERALIZED MORTGAGE OBLIGATIONS. A Fund may invest in mortgage-backed securities called CMOs. CMOs are issued in separate classes with different stated maturities. As the mortgage pool experiences prepayments, the pool pays off investors in classes with shorter maturities first. By investing in CMOs, a fund may manage the prepayment risk of mortgage-backed securities. However, prepayments may cause the actual maturity of a CMO to be substantially shorter than its stated maturity.

ASSET-BACKED SECURITIES. Asset-backed securities include interests in pools of debt securities, commercial or consumer loans, or other receivables. The value of these securities depends on many factors, including changes in interest rates, the availability of information concerning the pool and its structure, the credit quality of the underlying assets, the market's perception of the servicer of the pool, and any credit enhancement provided. In addition, asset-backed securities have prepayment risks similar to mortgage-backed securities.

SECURITIES LINKED TO THE REAL ESTATE MARKET

Investing in securities of companies in the real estate industry subjects a fund to the risks associated with the direct ownership of real estate. These risks include:

- declines in the value of real estate;

- risks related to general and local economic conditions;

- possible lack of availability of mortgage funds;

- overbuilding;

- extended vacancies of properties;

- increased competition;

- increases in property taxes and operating expenses;

- change in zoning laws;

- losses due to costs resulting from the clean-up of environmental problems;

- liability to third parties for damages resulting from environmental problems;

- casualty or condemnation losses;

- limitations on rents;

- changes in neighborhood values and the appeal of properties to tenants; and

- changes in interest rates.

Therefore, for a fund investing a substantial amount of its assets in securities of companies in the real estate industry, the value of a fund's shares may change at different rates compared to the value of shares of a fund with investments in a mix of different industries.

Securities of companies in the real estate industry include real estate investment trusts ("REITs") including equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In addition, equity and mortgage REITs could possibly fail to qualify for tax free pass-through of income under the Code, or to maintain

27

their exemptions form registration under the 1940 Act. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

In addition, even the larger REITs in the industry tend to be small to medium-sized companies in relation to the equity markets as a whole. See "Small and Medium Size Companies" for a discussion of the risks associated with investments in these companies.

INDUSTRY OR SECTOR INVESTING

When a fund's investments are concentrated in a particular industry or sector of the economy, they are not as diversified as the investments of most mutual funds and are far less diversified than the broad securities markets. This means that concentrated funds tend to be more volatile than other mutual funds, and the values of their investments tend to go up and down more rapidly. In addition, a fund that invests in a particular industry or sector is particularly susceptible to the impact of market, economic, regulatory and others factors affecting that industry or sector.

INTERNET-RELATED INVESTMENTS. The value of companies engaged in Internet-related activities, which is a developing industry, is particularly vulnerable to (a) rapidly changing technology, (b) extensive government regulation and (c) relatively high risk of obsolescence caused by scientific and technological advances. In addition, companies engaged in Internet-related activities are difficult to value and many have high share prices relative to their earnings which they may not be able to maintain over the long-term. Moreover, many Internet companies are not yet profitable and will need additional financing to continue their operations. There is no guarantee that such financing will be available when needed. Since many Internet companies are start-up companies, the risks associated with investing in small companies are heightened for these companies. Any fund that invests a significant portion of its assets in Internet-related companies should be considered extremely risky even as compared to other funds that invest primarily in small company securities.

FINANCIAL SERVICES INDUSTRY. A fund investing principally in securities of companies in the financial services industry is particularly vulnerable to events affecting that industry. Companies in the financial services industry include commercial and industrial banks, savings and loan associations and their holding companies, consumer and industrial finance companies, diversified financial services companies, investment banking, securities brokerage and investment advisory companies, leasing companies and insurance companies.

BANKING. Commercial banks (including "money center" regional and community banks), savings and loan associations and holding companies of the foregoing are especially subject to adverse effects of volatile interest rates, concentrations of loans in particular industries (such as real estate or energy) and significant competition. The profitability of these businesses is to a significant degree dependent upon the availability and cost of capital funds. Economic conditions in the real estate market may have a particularly strong effect on certain banks and savings associations. Commercial banks and savings associations are subject to extensive federal and, in many instances, state regulation. Neither such extensive regulation nor the federal insurance of deposits ensures the solvency or profitability of companies in this industry, and there is no assurance against losses in securities issued by such companies.

INSURANCE. Insurance companies are particularly subject to government regulation and rate setting, potential anti-trust and tax law changes, and industry-wide pricing and competition cycles. Property and casualty insurance companies may also be affected by weather and other catastrophes. Life and health insurance companies may be affected by mortality and morbidity rates, including the effects of epidemics. Individual insurance companies may be exposed to reserve inadequacies, problems in investment portfolios (for example, due to real estate or "junk" bond holdings) and failures of reinsurance carriers.

OTHER FINANCIAL SERVICES COMPANIES. Many of the investment considerations discussed in connection with banks and insurance also apply to financial services companies. These companies are all subject to extensive regulation, rapid business changes, volatile performance dependent upon the availability and cost of capital and prevailing interest rates and significant competition. General economic conditions significantly affect these companies. Credit and other losses resulting from the financial difficulty of borrowers or other third parties have a potentially adverse effect on companies in this industry. Investment banking, securities brokerage and investment advisory companies are particularly subject to government regulation and the risks inherent in securities trading and underwriting activities.

28

TELECOMMUNICATIONS. Companies in the telecommunications sector are subject to the additional risks of rapid obsolescence, lack of standardization or compatibility with existing technologies, an unfavorable regulatory environment, and a dependency on patent and copyright protection. The prices of the securities of companies in the telecommunications sector may fluctuate widely due to both Federal and state regulations governing rates of return and services that may be offered, fierce competition for market share, and competitive challenges in the U.S. from foreign competitors engaged in strategic joint ventures with U.S. companies, and in foreign markets from both U.S. and foreign competitors. In addition, recent industry consolidation trends may lead to increased regulation of telecommunications companies in their primary markets.

UTILITIES. Many utility companies, especially electric and gas and other energy related utility companies, are subject to various uncertainties, including:
risks of increases in fuel and other operating costs; restrictions on operations and increased costs and delays as a result of environmental and nuclear safety regulations; coping with the general effects of energy conservation; technological innovations which may render existing plants, equipment or products obsolete; the potential impact of natural or man-made disasters; difficulty obtaining adequate returns on invested capital, even if frequent rate increases are approved by public service commissions; the high cost of obtaining financing during periods of inflation; difficulties of the capital markets in absorbing utility debt and equity securities; and increased competition. For example, electric utilities in certain markets have experienced financial difficulties recently related to changes in regulations and price volatility in the oil and natural gas markets. Similar difficulties could arise for other types of utilities or in other regions. Because utility companies are faced with the same obstacles, issues and regulatory burdens, their securities may react similarly and more in unison to these or other market conditions.

HEALTH SCIENCES. Companies in this sector are subject to the additional risks of increased competition within the health care industry, changes in legislation or government regulations, reductions in government funding, product liability or other litigation and the obsolescence of popular products. The prices of the securities of health sciences companies may fluctuate widely due to government regulation and approval of their products and services, which may have a significant effect on their price and availability. In addition, the types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial and may have a significant impact on a company's market value or share price.

INITIAL PUBLIC OFFERINGS ("IPOS")

A Fund may invest a portion of its assets in shares of IPOs, consistent with its investment objectives and policies. IPOs may have a magnified impact on the performance of a fund with a small asset base. The impact of IPOs on a fund's performance likely will decrease as the fund's asset size increases, which could reduce the fund's returns. IPOs may not be consistently available to a fund for investing, particularly as the fund's asset base grows. IPO shares frequently are volatile in price due to the absence of a prior public market, the small number of shares available for trading and limited information about the issuer. Therefore, a fund may hold IPO shares for a very short period of time. This may increase the turnover of a fund and may lead to increased expenses for a fund, such as commissions and transaction costs. In addition, IPO shares can experience an immediate drop in value if the demand for the securities does not continue to support the offering price.

U.S. GOVERNMENT SECURITIES

A Fund may invest in U.S. government securities issued or guaranteed by the U.S. government or by an agency or instrumentality of the U.S. government. Not all U.S. government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the issuing agency or instrumentality which depends entirely on its own resources to repay the debt. U.S. government securities that are backed by the full faith and credit of the United States include U.S. Treasuries and mortgage-backed securities guaranteed by the Government National Mortgage Association. Securities that are only supported by the credit of the issuing agency or instrumentality include the Fannie Mae, the FHLBs and the Freddie Mac.

HIGH YIELD (HIGH RISK) SECURITIES

GENERAL. A Fund may invest in high yield (high risk) securities, consistent with its investment objectives and policies. High yield securities are those rated below investment grade and comparable unrated securities. These securities offer yields that fluctuate over time, but generally are superior to the yields offered by higher rated securities. However, securities rated below investment grade also have greater risks than higher rated securities as described below.

29

INTEREST RATE RISK. To the extent a Fund invests primarily in fixed-income securities, the NAV of the fund's shares can be expected to change as general levels of interest rates fluctuate. However, the market values of securities rated below investment grade (and comparable unrated securities) tend to react less to fluctuations in interest rate levels than do those of higher-rated securities. Except to the extent that values are affected independently by other factors (such as developments relating to a specific issuer) when interest rates decline, the value of a fixed-income fund generally rise. Conversely, when interest rates rise, the value of a fixed-income fund will decline.

LIQUIDITY. The secondary markets for high yield corporate and sovereign debt securities are not as liquid as the secondary markets for investment grade securities. The secondary markets for high yield debt securities are concentrated in relatively few market makers and participants are mostly institutional investors. In addition, the trading volume for high yield debt securities is generally lower than for investment grade securities. Furthermore, the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer.

These factors may have an adverse effect on the ability of funds investing in high yield securities to dispose of particular portfolio investments. These factors also may limit funds that invest in high yield securities from obtaining accurate market quotations to value securities and calculate NAV. If a Fund investing in high yield debt securities is not able to obtain precise or accurate market quotations for a particular security, it will be more difficult for the subadviser to value its investments.

Less liquid secondary markets may also affect a Fund's ability to sell securities at their fair value. A Fund may invest up to 15% (10% in the case of the Money Market Trust) of its net assets, measured at the time of investment, in illiquid securities. These securities may be more difficult to value and to sell at fair value. If the secondary markets for high yield debt securities are affected by adverse economic conditions, the proportion of a Fund's assets invested in illiquid securities may increase.

NON-INVESTMENT GRADE CORPORATE DEBT SECURITIES. While the market values of securities rated below investment grade (and comparable unrated securities) tend to react less to fluctuations in interest rate levels than do those of higher-rated securities, the market values of non-investment grade corporate debt securities tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities.

In addition, these securities generally present a higher degree of credit risk. Issuers of these securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly greater than with investment grade securities because such securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness.

NON-INVESTMENT GRADE FOREIGN SOVEREIGN DEBT SECURITIES. Investing in non-investment grade foreign sovereign debt securities will expose Funds to the consequences of political, social or economic changes in the developing and emerging market countries that issue the securities. The ability and willingness of sovereign obligors in these countries to pay principal and interest on such debt when due may depend on general economic and political conditions within the relevant country. Developing and emerging market countries have historically experienced (and may continue to experience) high inflation and interest rates, exchange rate trade difficulties, extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty or instability.

The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will also be strongly influenced by:

- the obligor's balance of payments, including export performance;

- the obligor's access to international credits and investments;

- fluctuations in interest rates; and

- the extent of the obligor's foreign reserves.

OBLIGOR'S BALANCE OF PAYMENTS. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected.

30

OBLIGOR'S ACCESS TO INTERNATIONAL CREDITS AND INVESTMENTS. If a foreign sovereign obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multilateral organizations, and inflows of foreign investment. The commitment on the part of these entities to make such disbursements may be conditioned on the government's implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure in any of these efforts may result in the cancellation of these third parties' lending commitments, thereby further impairing the obligor's ability or willingness to service its debts on time.

OBLIGOR'S FLUCTUATIONS IN INTEREST RATES. The cost of servicing external debt is generally adversely affected by rising international interest rates since many external debt obligations bear interest at rates which are adjusted based upon international interest rates.

OBLIGOR'S FOREIGN RESERVES. The ability to service external debt will also depend on the level of the relevant government's international currency reserves and its access to foreign exchange. Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt.

THE CONSEQUENCES OF A DEFAULT. As a result of the previously listed factors, a governmental obligor may default on its obligations. If a default occurs, a fund holding foreign sovereign debt securities may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of the foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements.

Sovereign obligors in developing and emerging countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations. This difficulty has led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things:

- reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds; and

- obtaining new credit to finance interest payments.

Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which a Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect a Fund's holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants.

SECURITIES IN THE LOWEST RATING CATEGORIES. Certain debt securities in which a Fund may invest may have (or be considered comparable to securities having) the lowest ratings for non-subordinated debt instruments assigned by Moody's or S&P. These securities are rated Caa or lower by Moody's or CCC or lower by S&P. These securities are considered to have the following characteristics:

- extremely poor prospects of ever attaining any real investment standing;

- current identifiable vulnerability to default;

- unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions;

- are speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations; and/or

- ARE DEFAULT OR NOT CURRENT IN THE PAYMENT OF INTEREST OR PRINCIPAL.

ACCORDINGLY, IT IS POSSIBLE THAT THESE TYPES OF CHARACTERISTICS COULD, IN CERTAIN INSTANCES, REDUCE THE VALUE OF SECURITIES HELD BY A FUND WITH A COMMENSURATE EFFECT ON THE VALUE OF THE FUND'S SHARES.

31

HEDGING AND OTHER STRATEGIC TRANSACTIONS

HEDGING REFERS TO PROTECTING AGAINST POSSIBLE CHANGES IN THE MARKET VALUE OF SECURITIES A FUND ALREADY OWNS OR PLANS TO BUY OR PROTECTING UNREALIZED GAINS IN THE FUND. THESE STRATEGIES MAY ALSO BE USED TO GAIN EXPOSURE TO A PARTICULAR MARKET. THE HEDGING AND OTHER STRATEGIC TRANSACTIONS WHICH MAY BE USED BY A FUND, CONSISTENT WITH ITS INVESTMENT OBJECTIVES AND POLICIES, ARE DESCRIBED BELOW:

- EXCHANGE-LISTED AND OTC PUT AND CALL OPTIONS ON SECURITIES, FINANCIAL FUTURES CONTRACTS, CURRENCIES, FIXED INCOME INDICES AND OTHER FINANCIAL INSTRUMENTS,

- FINANCIAL FUTURES CONTRACTS (INCLUDING STOCK INDEX FUTURES);

- INTEREST RATE TRANSACTIONS*;

- CURRENCY TRANSACTIONS**;

- SWAPS (INCLUDING INTEREST RATE, INDEX, EQUITY, CREDIT DEFAULT SWAPS AND CURRENCY SWAPS); AND

- structured notes, including hybrid or "index" securities.

* A Fund's interest rate transactions may take the form of swaps, caps, floors and collars.

** A Fund's currency transactions may take the form of currency forward contracts, currency futures contracts, currency swaps and options on currencies or currency futures contracts.

HEDGING AND OTHER STRATEGIC TRANSACTIONS MAY BE USED FOR THE FOLLOWING PURPOSES:

- TO ATTEMPT TO PROTECT AGAINST POSSIBLE CHANGES IN THE MARKET VALUE OF SECURITIES HELD OR TO BE PURCHASED BY A FUND RESULTING FROM SECURITIES MARKETS OR CURRENCY EXCHANGE RATE FLUCTUATIONS;

- TO PROTECT A FUND'S UNREALIZED GAINS IN THE VALUE OF ITS SECURITIES;

- TO FACILITATE THE SALE OF A FUND'S SECURITIES FOR INVESTMENT PURPOSES;

- TO MANAGE THE EFFECTIVE MATURITY OR DURATION OF A FUND'S SECURITIES;

- TO ESTABLISH A POSITION IN THE DERIVATIVES MARKETS AS A METHOD OF GAINING EXPOSURE TO A PARTICULAR MARKET; OR

- to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.

GENERAL CHARACTERISTICS OF OPTIONS

Put options and call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument on which they are purchased or sold. Many hedging and other strategic transactions involving options require segregation of portfolio assets in special accounts, as described under "Use of Segregated and Other Special Accounts."

PUT OPTIONS. A put option gives the purchaser of the option, upon payment of a premium, the right to sell (and the writer the obligation to buy) the underlying security, commodity, index, currency or other instrument at the exercise price. A fund's purchase of a put option on a security, for example, might be designed to protect its holdings in the underlying instrument (or, in some cases, a similar instrument) against a substantial decline in the market value of such instrument by giving a fund the right to sell the instrument at the option exercise price.

If and to the extent authorized to do so, a Fund may purchase and sell put options on securities (whether or not it holds the securities in its portfolio) and on securities indices, currencies and futures contracts. A Fund will not sell put options if, as a result, more than 50% of the Fund's assets would be required to be segregated to cover its potential obligations under put options other than those with respect to futures contracts.

RISK OF SELLING PUT OPTIONS. In selling put options, a Fund faces the risk that it may be required to buy the underlying security at a disadvantageous price above the market price.

CALL OPTIONS. A call option, upon payment of a premium, gives the purchaser of the option the right to buy (and the seller the obligation to sell) the underlying instrument at the exercise price. A fund's purchase of a call option on an underlying instrument might be intended to protect a fund against an increase in the price of the underlying instrument that it intends to purchase in the future by fixing the price at which it may purchase the instrument. An "American" style put or call option may be exercised at any time during the option period, whereas a "European" style put or call option may be exercised only upon expiration or during a fixed period prior to expiration.

32

PARTIAL HEDGE OR INCOME TO THE FUND. If a Fund sells a call option, the premium that it receives may serve as a partial hedge, to the extent of the option premium, against a decrease in the value of the underlying securities or instruments held by a fund or will increase a fund's income. Similarly, the sale of put options can also provide fund gains.

COVERING OF OPTIONS. All call options sold by a Fund must be "covered" (that is, the fund must own the securities or futures contract subject to the call or must otherwise meet the asset segregation requirements described below for so long as the call is outstanding).

RISK OF SELLING CALL OPTIONS. Even though a Fund will receive the option premium to help protect it against loss, a call option sold by a fund will expose the fund during the term of the option to possible loss of the opportunity to sell the underlying security or instrument with a gain.

EXCHANGE-LISTED OPTIONS. Exchange-listed options are issued by a regulated intermediary such as the Options Clearing Corporation ("OCC"), which guarantees the performance of the obligations of the parties to the options. The discussion below uses the OCC as an example, but is also applicable to other similar financial intermediaries.

OCC-issued and exchange-listed options, with certain exceptions, generally settle by physical delivery of the underlying security or currency, although in the future, cash settlement may become available. Index options and Eurodollar instruments (which are described below under "Eurodollar Instruments") are cash settled for the net amount, if any, by which the option is "in-the-money" at the time the option is exercised. "In-the-money" means the amount by which the value of the underlying instrument exceeds, in the case of a call option, or is less than, in the case of a put option, the exercise price of the option. Frequently, rather than taking or making delivery of the underlying instrument through the process of exercising the option, listed options are closed by entering into offsetting purchase or sale transactions that do not result in ownership of the new option.

A fund's ability to close out its position as a purchaser or seller of an OCC-issued or exchange-listed put or call option is dependent, in part, upon the liquidity of the particular option market. Among the possible reasons for the absence of a liquid option market on an exchange are:

- insufficient trading interest in certain options;

- restrictions on transactions imposed by an exchange;

- trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities, including reaching daily price limits;

- interruption of the normal operations of the OCC or an exchange;

- inadequacy of the facilities of an exchange or the OCC to handle current trading volume; or

- a decision by one or more exchanges to discontinue the trading of options (or a particular class or series of options), in which event the relevant market for that option on that exchange would cease to exist, although any such outstanding options on that exchange would continue to be exercisable in accordance with their terms.

The hours of trading for listed options may not coincide with the hours during which the underlying financial instruments are traded. To the extent that the option markets close before the markets for the underlying financial instruments, significant price and rate movements can take place in the underlying markets that would not be reflected in the corresponding option markets.

OTC OPTIONS. OTC options are purchased from or sold to counterparties such as securities dealers, financial institutions through direct bilateral agreement with the counterparty. In contrast to exchange-listed options, which generally have standardized terms and performance mechanics, all of the terms of an OTC option, including such terms as method of settlement, term, exercise price, premium, guaranties and security, are determined by negotiation of the parties. It is anticipated that any Fund authorized to use OTC options will generally only enter into OTC options that have cash settlement provisions, although it will not be required to do so.

Unless the parties provide for it, no central clearing or guaranty function is involved in an OTC option. As a result, if a counterparty fails to make or take delivery of the security, currency or other instrument underlying an OTC option it has entered into with a fund or fails to make a cash settlement payment due in accordance with the terms of that option, the fund will lose any premium it paid for the option as well as any anticipated benefit of the transaction. Thus, the subadviser must assess the creditworthiness of each such counterparty or any guarantor or credit enhancement of the counterparty's credit to determine the likelihood that the terms of the OTC option will be met. A Fund will enter into OTC option transactions only with U.S. Government securities dealers recognized by the Federal

33

Reserve Bank of New York as "primary dealers," or broker-dealers, domestic or foreign banks, or other financial institutions that are deemed creditworthy by the subadviser. In the absence of a change in the current position of the SEC's staff, OTC options purchased by a Fund and the amount of the Fund's obligation pursuant to an OTC option sold by the Fund (the cost of the sell-back plus the in-the-money amount, if any) or the value of the assets held to cover such options will be deemed illiquid.

TYPES OF OPTIONS THAT MAY BE PURCHASED. A Fund may purchase and sell call options on securities indices, currencies, and futures contracts, as well as and on Eurodollar instruments that are traded on U.S. and foreign securities exchanges and in the OTC markets.

A Fund reserves the right to invest in options on instruments and indices which may be developed in the future to the extent consistent with applicable law, the investment objective and the restrictions set forth herein.

GENERAL CHARACTERISTICS OF FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

A Fund may trade financial futures contracts (including stock index futures contracts which are described below) or purchase or sell put and call options on those contracts for the following purposes:

- as a hedge against anticipated interest rate, currency or market changes;

- for duration management;

- for risk management purposes; and

- to gain exposure to a securities market.

Futures contracts are generally bought and sold on the commodities exchanges where they are listed with payment of initial and variation margin as described below. The sale of a futures contract creates a firm obligation by a fund, as seller, to deliver to the buyer the specific type of financial instrument called for in the contract at a specific future time for a specified price (or, with respect to certain instruments, the net cash amount). Options on futures contracts are similar to options on securities except that an option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract and obligates the seller to deliver that position.

With respect to futures contracts that are not legally required to "cash settle," a fund may cover the open position by setting aside or earmarking liquid assets in an amount equal to the market value of the futures contract. With respect to futures that are required to "cash settle", such as Eurodollar, UK 90-day and Euribor futures; however, a fund is permitted to set aside or earmark liquid assets in an amount equal to the fund's daily marked to market
(net) obligation, if any, (in other words, the fund's daily net liability, if any) rather than the market value of the futures contract. By setting aside assets equal to only its net obligation under cash-settled futures contracts, a fund will have the ability to employ such futures contracts to a greater extent than if the fund were required to segregate assets equal to the full market value of the futures contract.

USE WILL BE CONSISTENT WITH APPLICABLE REGULATORY REQUIREMENTS. A Fund's use of financial futures contracts and options thereon will in all cases be consistent with applicable regulatory requirements and in particular with the rules and regulations of the CFTC and will be entered into primarily for bona fide hedging, risk management (including duration management) or to attempt to increase income or gains.

MARGIN. Maintaining a futures contract or selling an option on a futures contract will typically require a fund to deposit with a financial intermediary, as security for its obligations, an amount of cash or other specified assets ("initial margin") that initially is from 1% to 10% of the face amount of the contract (but may be higher in some circumstances). Additional cash or assets ("variation margin") may be required to be deposited thereafter daily as the mark-to-market value of the futures contract fluctuates. The purchase of an option on a financial futures contract involves payment of a premium for the option without any further obligation on the part of a fund. If a fund exercises an option on a futures contract it will be obligated to post initial margin (and potentially variation margin) for the resulting futures position just as it would for any futures position.

SETTLEMENT. Futures contracts and options thereon are generally settled by entering into an offsetting transaction, but no assurance can be given that a position can be offset prior to settlement or that delivery will occur.

VALUE OF FUTURES CONTRACTS SOLD BY A FUND. The value of all futures contracts sold by a Fund (adjusted for the historical volatility relationship between such Fund and the contracts) will not exceed the total market value of the Fund's securities.

34

STOCK INDEX FUTURES

DEFINITION. A stock index futures contract (an "Index Future") is a contract to buy a certain number of units of the relevant index at a specified future date at a price agreed upon when the contract is made. A unit is the value at a given time of the relevant index.

USES OF INDEX FUTURES. Below are some examples of how Index Futures may be used:

- In connection with a Fund's investment in common stocks, a Fund may invest in Index Futures while the subadviser seeks favorable terms from brokers to effect transactions in common stocks selected for purchase.

- A Fund may also invest in Index Futures when a subadviser believes that there are not enough attractive common stocks available to maintain the standards of diversity and liquidity set for the Fund's pending investment in such stocks when they do become available.

- Through the use of Index Futures, a Fund may maintain a pool of assets with diversified risk without incurring the substantial brokerage costs which may be associated with investment in multiple issuers. This may permit a Fund to avoid potential market and liquidity problems (e.g., driving up or forcing down the price by quickly purchasing or selling shares of a portfolio security) which may result from increases or decreases in positions already held by a Fund.

- A Fund may also invest in Index Futures in order to hedge its equity positions.

Hedging and other strategic transactions involving futures contracts and options on futures contracts will be purchased, sold or entered into primarily for bona fide hedging, risk management or appropriate fund management purposes including gaining exposure to a particular securities market. None of the Funds will act as a "commodity pool" (i.e., a pooled investment vehicle which trades in commodity futures contracts and options thereon and the operator of which is registered with the CFTC).

OPTIONS ON SECURITIES INDICES AND OTHER FINANCIAL INDICES

A Fund may purchase and sell call and put options on securities indices and other financial indices ("Options on Financial Indices"). In so doing, a Fund can achieve many of the same objectives it would achieve through the sale or purchase of options on individual securities or other instruments.

DESCRIPTION OF OPTIONS ON FINANCIAL INDICES. Options on Financial Indices are similar to options on a security or other instrument except that, rather than settling by physical delivery of the underlying instrument, Options on Financial Indices settle by cash settlement. Cash settlement means that the holder has the right to receive, upon exercise of the option, an amount of cash if the closing level of the index upon which the option is based exceeds, in the case of a call (or is less than, in the case of a put) the exercise price of the option. This amount of cash is equal to the excess of the closing price of the index over the exercise price of the option, which also may be multiplied by a formula value. The seller of the option is obligated to make delivery of this amount. The gain or loss on an option on an index depends on price movements in the instruments comprising the market or other composite on which the underlying index is based, rather than price movements in individual securities, as is the case for options on securities. In the case of an OTC option, physical delivery may be used instead of cash settlement.

YIELD CURVE OPTIONS

A Fund may also enter into options on the "spread," or yield differential, between two fixed income securities, in transactions referred to as "yield curve" options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.

Yield curve options may be used for the same purposes as other options on securities. Specifically, a Fund may purchase or write such options for hedging purposes. For example, a Fund may purchase a call option on the yield spread between two securities, if it owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield spread between the two securities. A Fund may also purchase or write yield curve options for other than hedging purposes (i.e., in an effort to increase its current income) if, in the judgment of the subadviser, the Fund will be able to profit from movements in the spread between the yields of the underlying

35

securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated. Yield curve options written by a Fund will be "covered." A call (or put) option is covered if a Fund holds another call (or put) option on the spread between the same two securities and owns liquid and unencumbered assets sufficient to cover the Fund's net liability under the two options. Therefore, a Fund's liability for such a covered option is generally limited to the difference between the amounts of the Fund's liability under the option written by the Fund less the value of the option held by it. Yield curve options may also be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded over-the-counter.

CURRENCY TRANSACTIONS

A Fund may engage in currency transactions with counterparties to hedge the value of portfolio securities denominated in particular currencies against fluctuations in relative value. Currency transactions include:

- forward currency contracts;

- exchange-listed currency futures contracts and options thereon;

- exchange-listed and OTC options on currencies; and

- currency swaps.

A forward currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date at a price set at the time of the contract. A currency swap is an agreement to exchange cash flows based on the notional difference among two or more currencies and operates similarly to an interest rate swap, which is described under "Swap Agreements and Options on Swap Agreements". A fund may enter into currency transactions only with counterparties that are deemed creditworthy by the subadviser.

A Fund's dealings in forward currency contracts and other currency transactions such as futures contracts, options, options on futures contracts and swaps will be limited to hedging and similar purposes, including transaction hedging, position hedging, cross hedging and proxy hedging. A Fund may also use foreign currency options and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuation from one country to another.

A Fund may also engage in non-deliverable forward transactions to manage currency risk or to gain exposure to a currency without purchasing securities denominated in that currency. A non-deliverable forward is a transaction that represents an agreement between a fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed upon foreign exchange rate on an agreed upon future date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, the fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inceptions of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transaction's notional amount by the difference between the agreed upon forward exchange rate and the actual exchange rate when the transaction is completed.

When a Fund enters into a non-deliverable forward transaction, its custodian will place segregated assets in a segregated account of the fund in an amount not less than the value of the fund's total assets committed to the consummation of such non-deliverable forward transaction. If the additional segregated assets placed in the segregated account decline in value or the amount of the fund's commitment increases because of changes in currency rates, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the fund's commitments under the non-deliverable forward agreement.

Since a Fund generally may only close out a non-deliverable forward with the particular counterparty, there is a risk that the counterparty will default on its obligation to pay under the agreement. If the counterparty defaults, the fund will have contractual remedies pursuant to the agreement related to the transaction, but there is no assurance that contract counterparties will be able to meet their obligations pursuant to such agreements or that, in the event of a default, the fund will succeed in pursuing contractual remedies. The fund thus assumes the risk that it may be delayed or prevented from obtaining payments owed to it pursuant to non-deliverable forward transactions.

36

In addition, where the currency exchange rates that are the subject of a given non-deliverable forward transaction do not move in the direction or to the extent anticipated, a fund could sustain losses on the non-deliverable forward transaction. A fund's investment in a particular non-deliverable forward transaction will be affected favorably or unfavorably by factors that affect the subject currencies, including economic, political and legal developments that impact the applicable countries, as well as exchange control regulations of the applicable countries. These risks are heightened when a non-deliverable forward transaction involves currencies of emerging market countries because such currencies can be volatile and there is a greater risk that such currencies will be devalued against the U.S. dollar or other currencies.

TRANSACTION HEDGING. Transaction hedging involves entering into a currency transaction with respect to specific assets or liabilities of a fund, which will generally arise in connection with the purchase or sale of the portfolio's securities or the receipt of income from them.

POSITION HEDGING. Position hedging involves entering into a currency transaction with respect to fund securities positions denominated or generally quoted in that currency.

CROSS HEDGING. A Fund may cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to increase or decline in value relative to other currencies to which the Fund has or in which the Fund expects to have exposure.

PROXY HEDGING. To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of its securities, a Fund may also engage in proxy hedging. Proxy hedging is often used when the currency to which a fund's holdings are exposed is generally difficult to hedge or specifically difficult to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a currency, the changes in the value of which are generally considered to be linked to a currency or currencies in which some or all of a fund's securities are or are expected to be denominated, and to buy dollars. The amount of the contract would not exceed the market value of the fund's securities denominated in linked currencies.

RISK OF CURRENCY TRANSACTIONS. Currency transactions are subject to risks different from other Fund transactions, as discussed below under "Risk Factors." If a Fund enters into a currency hedging transaction, the Fund will comply with the asset segregation requirements described below under "Use of Segregated and Other Special Accounts."

COMBINED TRANSACTIONS

A Fund may enter into multiple transactions, including multiple options transactions, multiple futures transactions, multiple currency transactions (including forward currency contracts), multiple interest rate transactions and any combination of futures, options, currency and interest rate transactions. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although a Fund will normally enter into combined transactions to reduce risk or otherwise more effectively achieve the desired Fund management goal, it is possible that the combination will instead increase the risks or hinder achievement of the Fund's objective.

SWAP AGREEMENTS AND OPTIONS ON SWAP AGREEMENTS

Among the hedging and other strategic transactions into which a Fund may be authorized to enter are swap transactions, including, but not limited to, swap agreements on interest rates, security or commodity indexes, specific securities and commodities, and credit and event-linked swaps. To the extent a Fund may invest in foreign currency-denominated securities, it may also invest in currency exchange rate swap agreements. The Fund may also enter into options on swap agreements ("Swap Options").

A Fund may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities the Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.

Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or "swapped" between the parties are generally

37

calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities or commodities representing a particular index. A "quanto" or "differential" swap combines both an interest rate and a currency transaction. Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap"; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or "floor"; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. Consistent with a fund's investment objectives and general investment polices, a Fund may invest in commodity swap agreements. For example, an investment in a commodity swap agreement may involve the exchange of floating-rate interest payments for the total return on a commodity index. In a total return commodity swap, a fund will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If the commodity swap is for one period, a fund may pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one period, with interim swap payments, a fund may pay an adjustable or floating fee. With a "floating" rate, the fee may be pegged to a base rate, such as the London Interbank Offered Rate, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, a fund may be required to pay a higher fee at each swap reset date.

A Fund may also enter into Swap Options. A Swap Option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. A Fund may also write (sell) and purchase put and call Swap Options.

Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a Swap Option than it will incur when it purchases a Swap Option. When a fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the fund writes a Swap Option, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement. Most other types of swap agreements entered into by a fund would calculate the obligations of the parties to the agreement on a "net basis". Consequently, a Fund's current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). A fund's current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation or "earmarking" of liquid assets, to avoid any potential leveraging of a fund's portfolio. Obligations under swap agreements so covered will not be construed to be "senior securities" for purposes of a Fund's investment restriction concerning senior securities. No Fund will enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Fund's total assets.

A Fund may also be authorized to enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by a fund. The protection "buyer" in a credit default contract is generally obligated to pay the protection "seller" an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the "par value" (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A fund may be either the buyer or seller in the transaction. If a fund is a buyer and no credit event occurs, the fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a fund would effectively add leverage to the fund because, in addition to its total net assets, the fund would be subject to investment exposure on the notional amount of the swap.

Credit default swap agreements involve greater risks than if a fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full

38

notional value it pays to the buyer, resulting in a loss of value to the seller. A fund's obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the fund). In connection with credit default swaps in which a fund is the buyer, the fund will segregate or "earmark" cash or liquid assets determined, or enter into certain offsetting positions, with a value at least equal to the fund's exposure (any accrued but unpaid net amounts owed by the fund to any counterparty), on a mark-to-market basis. In connection with credit default swaps in which a fund is the seller, the fund will segregate or "earmark" cash or liquid assets, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the fund). Such segregation or "earmarking" will ensure that the fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the fund's portfolio. Such segregation or "earmarking" will not limit the fund's exposure to loss.

Whether a Fund's use of swap agreements or Swap Options will be successful in furthering its investment objective of total return will depend on the subadviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. Certain restrictions imposed on a Fund by the Code may limit its ability to use swap agreements. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with traditional investments. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. Swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If a swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, a swap transaction may be subject to a Fund's limitation on investments in illiquid securities.

Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a Fund's interest. A Fund bears the risk that the subadviser will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing swap positions for it. If a subadviser attempts to use a swap as a hedge against, or as a substitute for, the Fund investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the Fund investment. This could cause substantial losses for a Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.

Many swaps are complex and often valued subjectively. Certain swap agreements are exempt from most provisions of the Commodity Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity option transactions under the CEA, pursuant to regulations approved by the CFTC.

To qualify for this exemption, a swap agreement must be entered into by "eligible participants," which includes the following, provided the participants' total assets exceed established levels: a bank or trust company, savings association or credit union, insurance company, investment company subject to regulation under the 1940 Act, commodity pool, corporation, partnership, proprietorship, organization, trust or other entity, employee benefit plan, governmental entity, broker-dealer, futures commission merchant, natural person, or regulated foreign person. To be eligible, natural persons and most other entities must have total assets exceeding $10 million; commodity pools and employee benefit plans must have assets exceeding $5 million. In addition, an eligible swap transaction must meet three conditions. First, the swap agreement may not be part of a fungible class of agreements that are standardized as to their material economic terms. Second, the creditworthiness of parties with actual or potential obligations under the swap agreement must be a material consideration in entering into or determining the terms of the swap agreement, including pricing, cost or credit enhancement terms. Third, swap agreements may not be entered into and traded on or through a multilateral transaction execution facility.

This exemption is not exclusive, and participants may continue to rely on existing exclusions for swaps, such as the Policy Statement issued in July 1989 which recognized a safe harbor for swap transactions from regulation as futures

39

or commodity option transactions under the CEA or its regulations. The Policy Statement applies to swap transactions settled in cash that (1) have individually tailored terms, (2) lack exchange-style offset and the use of a clearing organization or margin system, (3) are undertaken in conjunction with a line of business, and (4) are not marketed to the public.

EURODOLLAR INSTRUMENTS

A Fund may make investments in Eurodollar instruments, which are typically dollar-denominated futures contracts or options on those contracts that are linked to the LIBOR. In addition, foreign currency denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed income instruments are linked.

RISK OF HEDGING AND OTHER STRATEGIC TRANSACTIONS

Hedging and Other Strategic Transactions have special risks associated with them, including:

- possible default by the counterparty to the transaction;

- markets for the securities used in these transactions could be illiquid; and

- to the extent the subadviser's assessment of market movements is incorrect, the risk that the use of the hedging and other strategic transactions could result in losses to the Fund.

Losses resulting from the use of Hedging and Other Strategic Transactions will reduce a fund's NAV, and possibly income. Losses can be greater than if Hedging and Other Strategic Transactions had not been used.

OPTIONS AND FUTURES TRANSACTIONS. Options transactions are subject to the following additional risks:

- option transactions could force the sale or purchase of fund securities at inopportune times or for prices higher than current market values (in the case of put options) or lower than current market values (in the case of call options), or could cause a fund to hold a security it might otherwise sell (in the case of a call option); and

- options markets could become illiquid in some circumstances and certain OTC options could have no markets. As a result, in certain markets, a fund might not be able to close out a transaction without incurring substantial losses.

Futures transactions are subject to the following additional risks:

- The degree of correlation between price movements of futures contracts and price movements in the related securities position of a fund could create the possibility that losses on the hedging instrument are greater than gains in the value of the fund's position.

- Futures markets could become illiquid. As a result, in certain markets, a fund might not be able to close out a transaction without incurring substantial losses.

Although a fund's use of futures and options for hedging should tend to minimize the risk of loss due to a decline in the value of the hedged position, it will tend, at the same time, to limit the potential gain that might result from an increase in value.

CURRENCY HEDGING. In addition to the general risks of hedging and other strategic transactions described above, currency hedging transactions have the following risks:

- Currency hedging can result in losses to a fund if the currency being hedged fluctuates in value to a degree or direction that is not anticipated.

- Proxy hedging involves determining the correlation between various currencies. If the subadviser's determination of this correlation is incorrect, a Fund's losses could be greater than if the proxy hedging were not used.

- Foreign government exchange controls and restrictions on repatriation of currency can negatively affect currency transactions. These forms of governmental actions can result in losses to a fund if it is unable to deliver or receive currency or monies to settle obligations. Such governmental actions could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs.

40

CURRENCY FUTURES CONTRACTS AND OPTIONS ON CURRENCY FUTURES CONTRACTS. Currency futures contracts are subject to the same risks that apply to the use of futures contracts generally. In addition, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures contracts is relatively new, and the ability to establish and close out positions on these options is subject to the maintenance of a liquid market that may not always be available.

RISKS OF HEDGING AND OTHER STRATEGIC TRANSACTIONS OUTSIDE THE UNITED STATES

When conducted outside the United States, hedging and other strategic transactions will not only be subject to the risks described above, but could also be adversely affected by:

- foreign governmental actions affecting foreign securities, currencies or other instruments;

- less stringent regulation of these transactions in many countries as compared to the United States;

- the lack of clearing mechanisms and related guarantees in some countries for these transactions;

- more limited availability of data on which to make trading decisions than in the United States;

- delays in a fund's ability to act upon economic events occurring in foreign markets during non-business hours in the United States;

- the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States; and

- lower trading volume and liquidity.

USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS

Use of extensive hedging and other strategic transactions by a Fund will require, among other things, that the fund segregate cash, liquid high grade debt obligations or other assets with its custodian, or a designated subcustodian, to the extent the fund's obligations are not otherwise "covered" through ownership of the underlying security, financial instrument or currency.

In general, either the full amount of any obligation by a fund to pay or deliver securities or assets must be covered at all times by (a) holding the securities, instruments or currency required to be delivered, or (b) subject to any regulatory restrictions, segregating an amount of cash or liquid high grade debt obligations at least equal to the current amount of the obligation. The segregated assets cannot be sold or transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them. Some examples of cover requirements are set forth below.

CALL OPTIONS. A call option on securities written by a Fund will require the fund to hold the securities subject to the call (or securities convertible into the needed securities without additional consideration) or to segregate cash or other liquid assets sufficient to purchase and deliver the securities if the call is exercised. A call option sold by a fund on an index will require the fund to own portfolio securities that correlate with the index or to segregate cash or other liquid assets equal to the excess of the index value over the exercise price on a current basis.

PUT OPTIONS. A put option on securities written by a fund will require the fund to segregate cash or other liquid assets equal to the exercise price.

OTC OPTIONS. OTC options entered into by a Fund, including those on securities, currency, financial instruments or indices, and OTC-issued and exchange-listed index options will generally provide for cash settlement, although a fund will not be required to do so. As a result, when a fund sells these instruments it will segregate an amount of cash or other liquid assets equal to its obligations under the options. OTC-issued and exchange-listed options sold by a fund other than those described above generally settle with physical delivery, and the fund will segregate an amount of cash or liquid high grade debt securities equal to the full value of the option. OTC options settling with physical delivery or with an election of either physical delivery or cash settlement will be treated the same as other options settling with physical delivery.

CURRENCY CONTRACTS. Except when a Fund enters into a forward contract in connection with the purchase or sale of a security denominated in a foreign currency or for other non-speculative purposes, which requires no segregation, a currency contract that obligates the fund to buy or sell a foreign currency will generally require the fund to hold an amount of that currency or liquid securities denominated in that currency equal to a fund's obligations or to segregate cash or other liquid assets equal to the amount of the fund's obligations.

41

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. In the case of a futures contract or an option on a futures contract, a fund must deposit initial margin and, in some instances, daily variation margin, in addition to segregating assets sufficient to meet its obligations under the contract. These assets may consist of cash, cash equivalents, liquid debt, equity securities or other acceptable assets.

SWAPS. A fund will calculate the net amount, if any, of its obligations relating to swaps on a daily basis and will segregate an amount of cash or other liquid assets having an aggregate value at least equal to this net amount.

CAPS, FLOORS AND COLLARS. Caps, floors and collars require segregation of assets with a value equal to a fund's net obligation, if any.

Hedging and other strategic transactions may be covered by means other than those described above when consistent with applicable regulatory policies. A Fund may also enter into offsetting transactions so that its combined position, coupled with any segregated assets, equals its net outstanding obligation. A Fund could purchase a put option, for example, if the exercise price of that option is the same or higher than the exercise price of a put option sold by the Fund. In addition, if it holds a futures contracts or forward contract, a Fund could, instead of segregating assets, purchase a put option on the same futures contract or forward contract with an exercise price as high or higher than the price of the contract held. Other hedging and strategic transactions may also be offset in combinations. If the offsetting transaction terminates on or after the time the primary transaction terminates, no segregation is required, but if it terminates prior to that time, assets equal to any remaining obligation would need to be segregated.

OTHER LIMITATIONS

No Fund will maintain open short positions in futures contracts, call options written on futures contracts, and call options written on securities indices if, in the aggregate, the current market value of the open positions exceeds the current market value of that portion of its securities portfolio being hedged by those futures and options, plus or minus the unrealized gain or loss on those open positions. The gain or loss on these open positions will be adjusted for the historical volatility relationship between that portion of the Fund and the contracts (e.g., the Beta volatility factor). In the alternative, however, a Fund could maintain sufficient liquid assets in a segregated account equal at all times to the current market value of the open short position in futures contracts, call options written on futures contracts and call options written on securities indices, subject to any other applicable investment restrictions.

For purposes of this limitation, to the extent a Fund has written call options on specific securities in that portion of its portfolio, the value of those securities will be deducted from the current market value of that portion of the securities portfolio. If this limitation should be exceeded at any time, the Fund will take prompt action to close out the appropriate number of open short positions to bring its open futures and options positions within this limitation.

INVESTMENT RESTRICTIONS

There are two classes of investment restrictions to which JHT is subject in implementing the investment policies of the Funds: (a) fundamental and (b) nonfundamental. Fundamental restrictions with respect to a Fund may only be changed by a vote of a majority of the Fund's outstanding voting securities, which means a vote of the lesser of (i) 67% or more of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or
(ii) more than 50% of the outstanding shares. Nonfundamental restrictions are subject to change by the Trustees of a Fund without shareholder approval.

When submitting an investment restriction change to the holders of JHT's outstanding voting securities, the matter shall be deemed to have been effectively acted upon with respect to a particular Fund if a majority of the outstanding voting securities (as described above) of the Fund vote for the approval of the matter, notwithstanding (1) that the matter has not been approved by the holders of a majority of the outstanding voting securities of any other Fund affected by the matter, and (2) that the matter has not been approved by the vote of a majority of the outstanding voting securities of the JHT.

Restrictions (1) through restriction (8) are fundamental. Restrictions (9) through (12) are non-fundamental.

FUNDAMENTAL

JHT may not issue senior securities, except to the extent that the borrowing of money in accordance with restriction (3) below may constitute the issuance of a senior security. (For purposes of this restriction, purchasing securities on a

42

when-issued, forward commitment or delayed delivery basis and engaging in hedging and other strategic transactions will not be deemed to constitute the issuance of a senior security.) In addition, unless a Fund is specifically excepted by the terms of a restriction, each Fund will not:

(1) Invest more than 25% of the value of its total assets in securities of issuers having their principal activities in any particular industry, excluding U.S. Government securities and obligations of domestic branches of U.S. banks and savings and loan associations, except that this restriction shall not apply to Health Sciences Trust, Real Estate Securities Trust, Utilities Trust, Natural Resources Trust, Real Estate Equity Trust and Global Real Estate Trust. (JHT has determined to forego the exclusion from the above policy of obligations of domestic branches of U.S. savings and loan associations and to limit the exclusion of obligations of domestic branches of U.S. banks to the Money Market Trust and Money Market Trust B.)

The Natural Resources Trust will concentrate it assets in securities of issuers in natural resource-related companies worldwide.

For purposes of this restriction, neither telecommunication companies, finance companies nor utility companies as a group are considered to be a single industry. Such companies will be grouped instead according to their services; for example, gas, electric and telephone utilities will each be considered a separate industry. Also for purposes of this restriction, foreign government issuers and supranational issuers are not considered members of any industry.

For purposes of the concentration policy, the Lifestyle Trusts, the Absolute Return Trust, Index Allocation Trust, Founding Allocation Trust and any other fund of funds will look through to the portfolio holdings of the underlying funds in which they invest and will aggregate the holdings of the underlying funds to determine concentration in a particular industry in accordance with the above policy. For purposes of this policy only those underlying funds that are part of the John Hancock family of funds will be aggregated; the Lifestyle Trusts, Absolute Return Trust, the Index Allocation Trust, the Founding Allocation Trust and any other fund-of-funds will not aggregate underlying fund holdings, if any, in non-John Hancock funds.

(2) Purchase the securities of any issuer if the purchase would cause more than 5% of the value of the Fund's total assets to be invested in the securities of any one issuer (excluding U.S. Government securities) or cause more than 10% of the voting securities of the issuer to be held by the Fund, except that up to 25% of the value of each Fund's total assets may be invested without regard to these restrictions. The Core Equity Trust, U.S. Global Leaders Growth Trust, Utilities Trust, Health Sciences Trust, Global Bond Trust, the Dynamic Growth Trust, Real Estate Securities, Natural Resources Trust, Real Return Bond Trust, Financial Services Trust, Growth Trust, Intrinsic Value Trust, U.S. Multi Sector Trust, Growth Opportunities Trust, the Lifestyle Trusts, the Index Allocation Trust, Absolute Return Trust, the Founding Allocation Trust and Global Real Estate Trust are not subject to these restrictions.

(3) Borrow money, except that each Fund may borrow (i) for temporary or emergency purposes (not for leveraging) up to 33 1/3% of the value of the Fund's total assets (including amounts borrowed) less liabilities (other than borrowings) and (ii) in connection with reverse repurchase agreements, mortgage dollar rolls and other similar transactions.

(4) Underwrite securities of other issuers except insofar as JHT may be considered an underwriter under the 1933 Act in selling portfolio securities.

(5) Purchase or sell real estate, except that each Fund may invest in securities issued by companies which invest in real estate or interests therein and each of the Funds other than the Money Market Trust and Money Market Trust B may invest in mortgages and mortgage-backed securities.

(6) Purchase or sell commodities or commodity contracts, except that each Fund other than the Money Market Trust and Money Market Trust B may purchase and sell futures contracts on financial instruments and indices and options on such futures contracts and each Fund other than the Money Market Trust, Money Market Trust B and U.S. Government Securities Trust may purchase and sell futures contracts on foreign currencies and options on such futures contracts. The Absolute Return Trust, Small Cap Intrinsic Value Trust, Founding Allocation Trust, Income Trust, Mutual Shares Trust, Mid Cap Intersection Trust and the Emerging Markets Value Trust may also without limitation purchase and sell futures contracts, options on futures contracts, and options linked to commodities of all types, including physical commodities, and may enter into swap contracts and any other commodity-linked derivative instruments including those linked to physical commodities. Additionally, the Absolute Return Trust, Small Cap Intrinsic Value Trust, Founding Allocation Trust, Income Trust, Mutual Shares Trust, Mid Cap Intersection Trust and

43

the Emerging Markets Value Trust indirectly may invest in commodities, including physical commodities, by investing in other investment companies and/or other investment vehicles that invest entirely or substantially in commodities and/or commodity-linked investments.

(7) Lend money to other persons, except by the purchase of obligations in which the Fund is authorized to invest and by entering into repurchase agreements. For purposes of this restriction, collateral arrangements with respect to options, forward currency and futures transactions will not be deemed to involve the lending of money.

(8) Lend securities in excess of 33 1/3% of the value of its total assets. For purposes of this restriction, collateral arrangements with respect to options, forward currency and futures transactions will not be deemed to involve loans of securities.

NON-FUNDAMENTAL

Unless a Fund is specifically excepted by the terms of a restriction, each Fund will not:

(9) Knowingly invest more than 15% of the value of its net assets in securities or other investments, including repurchase agreements maturing in more than seven days but excluding master demand notes, that are not readily marketable, except that the Money Market Trust and the Money Market Trust B may not invest in excess of 10% of its net assets in such securities or other investments.

(10) Make short sales of securities or maintain a short position, if, when added together, more than 25% of the value of the Fund's net assets would be (i) deposited as collateral for the obligation to replace securities borrowed to effect short sales and (ii) allocated to segregated accounts in connection with short sales, except that it may obtain such short-term credits as may be required to clear transactions. For purposes of this restriction, collateral arrangements with respect to Hedging and Other Strategic Transactions will not be deemed to involve the use of margin. Short sales "against-the-box" are not subject to this limitation.

(11) For each Fund, except the Mutual Shares Fund, purchase securities for the purpose of exercising control or management.

(12) Pledge, hypothecate, mortgage or transfer (except as provided in restriction (8)) as security for indebtedness any securities held by the Fund, except in an amount of not more than 10%* of the value of the Fund's total assets and then only to secure borrowings permitted by restrictions (3) and
(10). For purposes of this restriction, collateral arrangements with respect to Hedging and Other Strategic Transactions will not be deemed to involve a pledge of assets.

* 33 1/3% in the case of the Small Company Value, Blue Chip Growth, Equity-Income, International Core, Science & Technology, Total Return, International Value, Mid Cap Stock, Health Sciences, Financial Services, All Cap Value, Quantitative Mid Cap, Utilities, Mid Cap Value, Fundamental Value, Natural Resources, Real Return Bond, Large Cap Value, Quantitative All Cap, Emerging Growth, Special Value, Small Cap Opportunities, Small Company, Core Equity, Classic Value, Quantitative Value, U.S. Global Leaders Growth, Strategic Income, Money Market Trust B, Index 500 Trust B, International Equity Index Trust A, International Equity Index Trust B; Bond Index Trust A, Bond Index Trust B, Growth & Income, Mid Value, Small Cap Value, Overseas Equity, Active Bond, Short-Term Bond, Managed, Large Cap, International Opportunities, Core Bond, U.S. High Yield Bond, Small Cap, Small Company Growth, Growth Opportunities, Value Opportunities, Vista, Intrinsic Value, Growth, U.S. Multi Sector, International Growth, Spectrum Income, Value & Restructuring, Index Allocation, International Small Company, Global Real Estate, Real Estate Equity, Mid Cap Value Equity, Absolute Return, Small Cap Intrinsic Value, Founding Allocation, Income, Mutual Shares, Mid Cap Intersection, Emerging Markets Value and High Income Trusts;

15% in the case of the International Small Cap, Growth and Balanced Trusts;

50% in the case of the Value Trust.

If a percentage restriction is adhered to at the time of an investment, a later increase or decrease in the investment's percentage of the value of a Fund's total assets resulting from a change in such values or assets will not constitute a violation of the percentage restriction, except in the case of the Money Market Trust and Money Market Trust B where the percentage limitation of restriction (9) must be met at all times. Any subsequent change in a rating assigned by any rating service to a security (or, if unrated, any change in the subadvisers assessment of the security),

44

or change in the percentage of portfolio assets invested in certain securities or other instruments, or change in the average duration of a Fund's investment Fund, resulting from market fluctuations or other changes in a Fund's total assets will not require a Fund to dispose of an investment until the subadviser determines that it is practicable to sell or close out the investment without undue market or tax consequences to the Fund. In the event that rating services assign different ratings to the same security, the subadviser will determine which rating it believes best reflects the security's quality and risk at that time, which may be the higher of the several assigned ratings.

ADDITIONAL INVESTMENT RESTRICTIONS

MONEY MARKET TRUST AND MONEY MARKET TRUST B

In addition to the above policies, the Money Market Trust and the Money Market Trust B is subject to certain restrictions required by Rule 2a-7 under the 1940 Act. In order to comply with such restrictions, the Money Market Trust and the Money Market Trust B will, among other things, not purchase the securities of any issuer if it would cause:

- more than 5% of its total assets to be invested in the securities of any one issuer (excluding U.S. Government securities and repurchase agreements fully collateralized by U.S. Government securities), except as permitted by Rule 2a-7 for certain securities for a period of up to three business days after purchase,

- more than 5% of its total assets to be invested in "second tier securities," as defined by Rule 2a-7, or

- more than the greater of $1 million or 1% of its total assets to be invested in the second tier securities of that issuer.

STRATEGIC OPPORTUNITIES TRUST

In addition to the above policies, the Strategic Opportunities Trust will not:
(a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25% of the Fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options if, as a result, the Fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25% of the Fund's total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the Fund would exceed 5% of the Fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to options.

INVESTMENT RESTRICTIONS THAT MAY BE CHANGED ONLY UPON 60 DAYS' NOTICE TO SHAREHOLDERS

In order to comply with Rule 35d-1 under the 1940 Act, the following policies of the Funds named below are subject to change only upon 60 days' prior notice to shareholders. Any other policy, other than one designated as a fundamental policy, is not subject to this 60-day notice requirement.

ACTIVE BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities.

BLUE CHIP GROWTH TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in the common stocks of large and medium-size blue chip growth companies.

BOND INDEX TRUST A

BOND INDEX TRUST B

Under normal market conditions, the Funds invest at least 80% of their net assets (plus any borrowing for investment purposes) in bonds.

CORE BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities.

CORE EQUITY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities.

45

EMERGING MARKETS VALUE TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in emerging market securities.

EMERGING SMALL COMPANY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) at the time of investment in common stocks and other equity securities of U.S. companies with smaller capitalizations (at or below the highest market capitalization represented in either or both of the Russell 2000 Index and the S&P Small Cap 600 Index).

Effective May 28, 2007, under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of small cap companies.

EQUITY-INCOME TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities.

FINANCIAL SERVICES TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) are invested in companies that are principally engaged in financial services.

GLOBAL BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed income securities.

GLOBAL REAL ESTATE TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of real estate investment trusts ("REITS") and real estate companies including foreign REITS and real estate companies.

HEALTH SCIENCES TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in common stocks of companies engaged in the research, development, production, or distribution of products or services related to health care, medicine, or the life sciences.

HIGH YIELD TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in high yield debt securities, including corporate bonds and other fixed income securities (such as preferred stocks and convertible securities) which have the following ratings (or, if unrated, are considered to be of equivalent quality):

                    Corporate Bonds, Preferred Stocks
Rating Agency           and Convertible Securities
-----------------   ---------------------------------
Moody's             Ba through C
Standard & Poor's   BB through D

INDEX 500 TRUST

INDEX 500 TRUST B

Under normal market conditions, the Funds invests at least 80% of their net assets (plus any borrowings for investment purposes) in (a) the common stocks that are included in the S&P 500 Index and (b) securities (which may or may not be included in the S&P 500 Index) that the subadviser believes as a group will behave in a manner similar to the index.

INTERNATIONAL EQUITY INDEX TRUST A

INTERNATIONAL EQUITY INDEX TRUST B

Under normal market conditions, each Fund invests at least 80% of their net assets (plus any borrowings for investment purposes) in (a) the common stocks that are included in the Morgan Stanley Capital International All Country World Excluding U.S. Index (the "MSCI ACW ex-US Index") and (b) securities (which may or may not be included in the MSCI ACW ex-US Index) that the subadviser believes as a group will behave in a manner similar to the index.

46

INTERNATIONAL SMALL CAP TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities issued by foreign small cap companies.

INTERNATIONAL SMALL COMPANY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of small cap companies.

INVESTMENT QUALITY BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in investment grade bonds.

LARGE CAP TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of large cap companies.

LARGE CAP VALUE TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in large cap companies.

MID CAP INDEX TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in (a) the common stocks that are included in the S&P 400 Index and (b) securities (which may or may not be included in the S&P 400 Index) that the subadviser believes as a group will behave in a manner similar to the index.

MID CAP INTERSECTION TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in mid cap securities.

MID CAP STOCK TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of mid-sized companies.

MID CAP VALUE EQUITY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of medium-sized companies.

MID CAP VALUE 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 equity securities of mid-sized companies. A mid-sized company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell Mid Cap Index.

NATURAL RESOURCES TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in natural resource-related companies.

OVERSEAS EQUITY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities.

PACIFIC RIM TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks and equity-related securities of established, larger-capitalization non-U.S. companies located in the Pacific Rim region.

QUANTITATIVE MID CAP TRUST

47

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S. mid-cap stocks.

REAL ESTATE EQUITY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in the equity securities of real estate companies.

REAL ESTATE SECURITIES TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of real estate companies.

REAL RETURN BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in bonds (either through cash market purchases, forward commitments, or derivative instruments) of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities, and corporations.

SCIENCE & TECHNOLOGY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in the common stocks of companies expected to benefit from the development, advancement, and use of science and technology.

SHORT-TERM BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities.

SMALL CAP TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of small cap companies.

SMALL CAP GROWTH TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in small cap companies.

SMALL CAP INDEX TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in (a) the common stocks that are included in the Russell 2000 Index and (b) securities (which may or may not be included in the Russell 2000 Index) that the subadviser believes as a group will behave in a manner similar to the index.

SMALL CAP INTRINSIC VALUE TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small cap securities.

SMALL CAP OPPORTUNITIES TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in small cap companies.

SMALL CAP VALUE TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in small cap companies.

SMALL COMPANY TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in stocks of small companies.

SMALL COMPANY GROWTH TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of small cap companies.

48

SMALL COMPANY VALUE TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in companies with market capitalizations that do not exceed the maximum market capitalization of any security in the Russell 2000 Index.

STRATEGIC BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed income securities.

TOTAL STOCK MARKET INDEX TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) (a) the common stocks that are included in the Wilshire 5000 Index and (b) securities (which may or may not be included in the Wilshire 5000 Index) that the subadviser believes as a group will behave in a manner similar to the index.

U.S. CORE TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in investments tied economically to the U.S.

U.S. GLOBAL LEADERS GROWTH TRUST

Under normal market conditions, the Fund invests least 80% of its net assets (plus any borrowing for investment purposes) in investments tied economically to the U.S.

U.S. GOVERNMENT SECURITIES TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt obligations and mortgage-backed securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and derivative securities.

U.S. HIGH YIELD BOND TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S. high yield debt securities.

U.S. LARGE CAP TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity and equity-related securities of U.S. companies with market capitalization greater than $500 million at the time of purchase.

U.S. MULTI SECTOR TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in investments tied economically to the U.S.

UTILITIES TRUST

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of companies in the utilities industry.

PORTFOLIO TURNOVER

The annual rate of portfolio turnover will normally differ for each Fund and may vary from year to year as well as within a year. A high rate of portfolio turnover (100% or more) generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Fund. No portfolio turnover rate can be calculated for the Money Market Trust due to the short maturities of the instruments purchased. Portfolio turnover is calculated by dividing the lesser of purchases or sales of Fund securities during the fiscal year by the monthly average of the value of the Fund's securities. (Excluded from the computation are all securities, including options, with maturities at the time of acquisition of one year or less). The portfolio turnover rates for the Funds of JHT for the years ended December 31, 2005 and 2006 were as follows:

49

Fund                                  2006    2005
----                                 -----   -----
Active Bond Trust                    [___]%    305%++
All Cap Core Trust                   [___]%    317%
All Cap Growth Trust                 [___]%     99%
All Cap Value Trust                  [___]%     78%
Blue Chip Growth Trust               [___]%     65%++
Bond Index A Trust                   [___]%    N/A
Bond Index B Trust                   [___]%     18%
Capital Appreciation Trust           [___]%    101%
Classic Value Trust                  [___]%     42%
Core Bond Trust                      [___]%     619%+
Core Equity Trust                    [___]%     65%
Dynamic Growth Trust                 [___]%     78%
Emerging Growth Trust                [___]%    121%
Emerging Small Company Trust         [___]%     54%
Equity-Income Trust                  [___]%     48%++
Financial Services Trust             [___]%     51%++
Fundamental Value Trust              [___]%     36%
Global Allocation Trust              [___]%    129%
Global Bond Trust                    [___]%    327%++
Global Trust                         [___]%     24%
U.S. Core Trust                      [___]%    135%
Growth & Income Trust                [___]%    101%
Health Sciences Trust                [___]%     67%++
High Yield Trust                     [___]%     92%++
Income & Value Trust                 [___]%     54%
Index Allocation                     [___]%    N/A
500 Index Trust                      [___]%     11%
500 Index B Trust                    [___]%     13%++
International Equity Index Trust A   [___]%      7%+
International Equity Index Trust B   [___]%      9%
International Opportunities Trust    [___]%    101%+
International Small Cap Trust        [___]%     47%
International Core Trust             [___]%    147%
International Value Trust            [___]%     76%++
Investment Quality Bond Trust        [___]%     30%
Large Cap Trust                      [___]%     46%+
Large Cap Growth Trust               [___]%     88%++
Large Cap Value Trust                [___]%    105%
Lifestyle Aggressive Trust           [___]%    112%
Lifestyle Balanced Trust             [___]%     99%
Lifestyle Conservative Trust         [___]%    104%
Lifestyle Growth Trust               [___]%    111%

50

Lifestyle Moderate Trust             [___]%    101%
Managed Trust                        [___]%    255%
Mid Cap Core Trust                   [___]%     91%
Mid Cap Index Trust                  [___]%     19%
Mid Cap Stock Trust                  [___]%    196%++
Mid Cap Value Trust                  [___]%     35%
Mid Value Trust                      [___]%     47%
Money Market Trust                   [___]%    N/A
Money Market Trust B                 [___]%    N/A
Natural Resources Trust              [___]%     38%
Overseas Equity Trust                [___]%     34%
Pacific Rim Trust                    [___]%     26%
Quantitative All Cap Trust           [___]%    133%
Quantitative Mid Cap Trust           [___]%    110%
Quantitative Value Trust             [___]%    225%
Real Estate Securities Trust         [___]%     92%++
Real Return Bond Trust               [___]%  1,239%+++
Science & Technology Trust           [___]%     54%
Short-Term Bond Trust                [___]%     36%
Small Cap Growth Trust               [___]%    140%
Small Cap Index Trust                [___]%     29%
Small Cap Opportunities Trust        [___]%    113%++
Small Cap Trust                      [___]%    129%+
Small Cap Value Trust                [___]%     68%
Small Company Growth Trust           [___]%      7%+
Small Company Trust                  [___]%    183%
Small Company Value Trust            [___]%     12%
Special Value Trust                  [___]%     84%
Spectrum Income Trust                [___]%     21%+
Strategic Bond Trust                 [___]%     59%
Strategic Income Trust               [___]%     33%
Strategic Opportunities Trust        [___]%    106%
Strategic Value Trust                [___]%     72%
Total Return Trust                   [___]%    409%++
Total Stock Market Index Trust       [___]%     21%
U.S. Global Leaders Growth Trust     [___]%    154%++
U.S. Government Securities Trust     [___]%     26%
U.S. High Yield Bond Trust           [___]%    134%+
U.S. Large Cap Trust                 [___]%     34%
U.S. Multi Sector Trust              [___]%      5%+
Utilities Trust                      [___]%    100%
Value Trust                          [___]%     67%

51

Value & Restructuring Trust          [___]%      4%+
Vista Trust                          [___]%     32%+
                                     [___]%

+ Not Annualized [___]%

++ The portfolio turnover rate does not include [___]% the assets acquired in the merger.

+++ Includes the effect of dollar roll [___]% transactions, if any.

Prior rates of portfolio turnover do not provide an accurate guide as to what the rate will be in any future year, and prior rates are not a limiting factor when it is deemed appropriate to purchase or sell securities for a Fund.

MANAGEMENT OF THE JHT

The business of JHT, an open-end management investment company, is managed by its Board of Trustees, including certain Trustees who are not "interested persons" of the Funds (as defined by the 1940 Act) (the "Independent Trustees"). The Trustees elect officers who are responsible for the day-to-day operations of the Funds and who execute policies formulated by the Trustees. Several of the Trustees and officers of JHT are also officers or directors of the Adviser, or officers or directors of the principal distributor to the funds, John Hancock Funds, LLC (the "Distributor"). The tables below present certain information regarding the Trustees and officers of JHT, including their principal occupations. Each Trustee oversees all Funds of JHT, and some Trustees also oversee other funds in the John Hancock fund complex. As of December 31, 2006, the John Hancock fund complex consisted of 262 funds (including separate series of series mutual funds): JHF II (97 funds), John Hancock Funds III (10 funds); JHT (102 funds); and 53 other John Hancock funds (the "John Hancock Fund Complex" or "Fund Complex").

Independent Trustees

                                                                                            Number of Funds in
Name, Address and Birth       Position with       Principal Occupation(s) and Other       Fund Complex Overseen
Year                             JHT (1)         Directorships During Past Five Years           by Trustee
--------------------------   --------------   -----------------------------------------   ---------------------
Charles L. Bardelis          Trustee          Director, Island                            184
601 Congress Street          (since 1988)     Commuter Corp. (Marine Transport).
Boston, MA 02210
Born: 1941                                    Trustee of John Hancock Funds II (since
                                              2005), Former Trustee of John Hancock
                                              Funds III (2005 to 2006).

Peter S. Burgess             Trustee (since   Consultant (financial, accounting and       184
601 Congress Street          2005)            auditing matters (since 1999); Certified
Boston, MA 02210                              Public Accountant; Partner, Arthur
Born: 1942                                    Andersen (prior to 1999).

                                              Director of the following publicly traded
                                              companies: PMA Capital Corporation (since
                                              2004) and Lincoln Educational Services
                                              Corporation (since 2004).

                                              Trustee of John Hancock Funds II (since
                                              2005), Former Trustee of John Hancock
                                              Funds III (2005 to 2006).

Elizabeth G. Cook            Trustee (since   Expressive Arts Therapist, Massachusetts    184
601 Congress Street          2005) (2)        General Hospital (September 2001 to
Boston, MA 02210                              present); Expressive Arts Therapist, Dana
Born: 1937                                    Farber Cancer Institute (September 2000
                                              to January 2004); President, The
                                              Advertising

52

                                              Club of Greater Boston.

                                              Trustee of John Hancock Funds II (since
                                              2005), Former Trustee of John Hancock
                                              Funds III (2005 to 2006).

Hassell H. McClellan         Trustee (since   Associate Professor, The Wallace E.         184
601 Congress Street          2005) (2)        Carroll School of Management, Boston
Boston, MA 02210                              College.
Born: 1945
                                              Trustee of John Hancock Funds II (since
                                              2005), Former Trustee of John Hancock
                                              Funds III (2005 to 2006).

James. M. Oates              Trustee (since   Managing Director, Wydown Group             184
601 Congress Street,         2004)            (financial consulting firm)(since 1994);
Boston, MA 02210-2801                         Chairman, Emerson Investment Management,
Born: 1946                                    Inc. (since 2000); Chairman, Hudson
                                              Castle Group, Inc. (formerly IBEX Capital
                                              Markets, Inc.) (financial services
                                              company) (1997 - 2006).

                                              Director of the following publicly traded
                                              companies: Stifel Financial (since 1996);
                                              Investor Financial Services Corporation
                                              (since 1995); Investors Bank and Trust
                                              (since 1995); and Connecticut River
                                              Bancorp, Director (since 1998).

                                              Trustee of John Hancock Funds II (since
                                              2005), Former Trustee of John Hancock
                                              Funds III (2005 to 2006).; Director,
                                              Phoenix Mutual Funds (since 1988;
                                              overseeing 20 Funds).

F. David Rolwing             Trustee (since   Former Chairman, President and CEO,         94
601 Congress Street          1997) (3)        Montgomery Mutual Insurance Company, 1991
Boston, MA 02210                              to 1999. (Retired 1999.)
Born: 1934

(1) Because JHT does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his successor is duly elected and qualified or until he dies, retires, resigns, is removed or becomes disqualified.

(2) Prior to 2004, Ms. Cook and Mr. McClellan were Trustees of John Hancock Variable Series Trust I. Its separate series were combined with corresponding Funds of JHT on April 29, 2005.

(3) Prior to 1997, Mr. Rolwing was a Trustee of Manulife Series Fund, Inc. Its separate series were combined with corresponding Funds of JHT on December 31, 1996.

JHT from time to time changes subadvisers or engages new subadvisers to the Funds. A number of such subadvisers are publicly traded companies or are controlled by publicly traded companies. [During the two most recent calendar years, the following Independent Trustee (or his immediate family member) owned shares (the value of which exceeded $120,000) of a subadviser (or its controlling parent company). Prior to joining the Board in June 2005, Peter S. Burgess and a trust of which he was a trustee owned shares of Bank of America, N.A. (controlling parent of Marsico Capital Management, LLC) and Citigroup, Inc. (controlling parent of Salomon Brothers Asset Management Inc. and Salomon Brothers Asset Management Limited as of the time of the purchase by Mr. Burgess).]

Interested Trustees

53

                                                                                                Number of Funds in
Name, Address and             Position with            Principal Occupation(s) and Other           Fund Complex
Birth Year                       JHT (1)            Directorships During Past Five Years       Overseen by Trustee
-------------------------   -----------------   --------------------------------------------   -------------------
James R. Boyle (2)          Trustee             Chairman and Director, John Hancock            262
601 Congress Street         (since 2005)        Advisers, LLC, The Berkeley Financial Group,
Boston, MA 02210                                LLC (holding company) and John Hancock
Born: 1959                                      Funds, LLC.; President, John Hancock
                                                Annuities; Executive Vice President, John
                                                Hancock Life Insurance Company (since June,
                                                2004); President U.S. Annuities; Senior Vice
                                                President, The Manufacturers Life Insurance
                                                Company (U.S.A) (prior to 2004).

John D. Richardson (2)(3)   Trustee Emeritus    Trustee of JHT prior to December 14, 2006.     94
601 Congress Street         (4) (since          Retired; Former Senior Executive Vice
Boston, MA 02210            December 2006);     President, Office of the President, Manulife
Born: 1938                  Trustee (prior to   Financial, February 2000 to March 2002
                            December 2006)      (Retired, March, 2002); Executive Vice
                                                President and General Manager, U.S.
                                                Operations, Manulife Financial, January 1995
                                                to January 2000.

                                                Director of BNS Split Corp and BNS Split
                                                Corp II, each of which is a publicly traded
                                                company listed on the Toronto Stock
                                                Exchange.

(1) Because the Trust does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his successor is duly elected and qualified or until he dies, retires, resigns, is removed or becomes disqualified.

(2) The Trustee is an "interested person" (as defined in the 1940 Act) due to his prior position with Manulife Financial Corporation (or its affiliates), the ultimate controlling parent of the Adviser.

(3) Prior to 1997, Mr. Richardson was a Trustee of Manulife Series Fund, Inc. which merged into the Trust on December 31, 1996.

(4) Mr. Richardson retired as Trustee effective December 14, 2006. On such date, Mr. Richardson became a Trustee Emeritus.

Principal Officers who are not Trustees

                                                                                             Number of Funds in Fund
     Name, Address and      Position(s) Held         Principal Occupation(s) and other               Complex
        Birth Year              with JHT             Directorships During Past 5 Years         Overseen by Trustee
------------------------   -------------------   -----------------------------------------   -----------------------
Keith F. Hartstein (1)     President             Senior Vice President, Manulife Financial   N/A
601 Congress Street        (since 2005)          Corporation (since 2004); Director,
Boston, MA 02210                                 President and Chief Executive Officer,
Born: 1956                                       the Adviser, The Berkeley Group, John
                                                 Hancock Funds, LLC (since 2005);
                                                 Director, MFC Global Investment
                                                 Management (U.S.), LLC ("MFC Global
                                                 (U.S.)") (since 2005); Director, John
                                                 Hancock Signature Services, Inc. (since
                                                 2005); President and Chief Executive
                                                 Officer, John Hancock Investment
                                                 Management Services, LLC (since 2006);
                                                 President and Chief Executive Officer,
                                                 John Hancock Funds II, John Hancock Funds
                                                 III, and John Hancock Trust; Director,
                                                 Chairman and President, NM Capital
                                                 Management, Inc. (since 2005); Chairman,
                                                 Investment Company Institute Sales Force
                                                 Marketing Committee (since 2003);
                                                 Director, President and Chief Executive

54

                                                 Officer, MFC Global (U.S.) (2005-2006);
                                                 Executive Vice President, John Hancock
                                                 Funds, LLC (until 2005).

John G. Vrysen (1)         Chief Financial       Senior Vice President, Manulife Financial   N/A
601 Congress Street        Officer (since        Corporation (since 2006) Executive Vice
Boston, MA 02210           2005)                 President and Chief Financial Officer,
Born: 1955                                       John Hancock Funds, LLC, July 2005 to
                                                 present;  Senior Vice President and
                                                 General Manager, Fixed Annuities, John
                                                 Hancock Financial Services, September
                                                 2004 to July 2005; Executive Vice
                                                 President, Operations, Manulife Wood
                                                 Logan, July 2000 to September 2004.

Francis V. Knox, Jr. (1)   Chief Compliance      Vice President and Chief Compliance         N/A
601 Congress Street        Officer               Officer, John Hancock Investment
Boston, MA 02210           (Since 2005)          Management Services, LLC, the Adviser and
Born: 1947                                       MFC Global (U.S.) (since 2005); Chief
                                                 Compliance Officer, John Hancock Funds,
                                                 John Hancock Funds II, John Hancock Funds
                                                 III and John Hancock Trust (since 2005);
                                                 Vice President and Assistant Treasurer,
                                                 Fidelity Group of Funds (until 2004);
                                                 Vice President and Ethics & Compliance
                                                 Officer, Fidelity Investments (until
                                                 2001).

Gordon M. Shone (1)        Treasurer             Treasurer, John Hancock Funds (since        N/A
601 Congress Street        (Since 2005)          2006); John Hancock Funds II, John
Boston, MA 02210                                 Hancock Funds III and John Hancock Trust
Born: 1956                                       (since 2005); Vice President and Chief
                                                 Financial Officer, John Hancock Trust
                                                 (2003-2005); Senior Vice President, John
                                                 Hancock Life Insurance Company (U.S.A.)
                                                 (since 2001); Vice President, John
                                                 Hancock Investment Management Services,
                                                 Inc. and John Hancock Advisers, LLC
                                                 (since 2006), The Manufacturers Life
                                                 Insurance Company (U.S.A.) (1998 to 2000).

Thomas M. Kinzler (1)      Secretary and         Vice President and Counsel for John         N/A
601 Congress Street        Chief Legal Officer   Hancock Life Insurance Company (U.S.A.)
Boston, MA 02110           (since 2006)          (since 2006); Secretary and Chief Legal
Born: 1955                                       Officer, John Hancock Funds, John Hancock
                                                 Funds II, John Hancock Funds III and John
                                                 Hancock Trust (since 2006); Vice
                                                 President and Associate General Counsel
                                                 for Massachusetts Mutual Life Insurance
                                                 Company (1999-2006); Secretary and Chief
                                                 Legal Counsel for MML Series Investment
                                                 Fund (2000-2006); Secretary and Chief
                                                 Legal Counsel for MassMutual
                                                 Institutional Funds (2000-2004);
                                                 Secretary and Chief Legal Counsel for
                                                 MassMutual Select Funds and MassMutual
                                                 Premier Funds (2004-2006).

(1) Affiliated with the Adviser.

55

DUTIES AND COMPENSATION OF TRUSTEES

JHT is organized as a Massachusetts business trust. Under JHT's Declaration of Trust, the Trustees are responsible for managing the affairs of JHT, including the appointment of advisers and subadvisers. The Trustees may appoint officers of JHT who assist in managing the day-to-day affairs of JHT.

The Board of Trustees met [six] times during JHT's last fiscal year. The Board also has a standing Audit Committee composed of all of the Independent Trustees. The Audit Committee met four during JHT's last fiscal year to review the internal and external accounting and auditing procedures of JHT and, among other things, to consider the selection of an independent accountant for JHT, approve all significant services proposed to be performed by its independent accountants and to consider the possible effect of such services on their independence. The Board of Trustees also has a Nominating Committee composed of all of the Independent Trustees. The Nominating Committee did not meet during the last fiscal year. The Nominating Committee will consider nominees recommended by contract owners investing in JHT. Nominations should be forward to the attention of the Secretary of JHT at 601 Congress Street, Boston, MA 02210.

The Board of Trustees also has a standing Compliance Committee and three Investment Committees. The Compliance Committee reviews and makes recommendation to the full Board regarding certain compliance matters relating to JHT. The Compliance Committee met four times during the last fiscal year. Each Investment Committee reviews investment matters relating to a particular group of Funds. Each Investment Committee met four times during the last fiscal year.

JHT does not pay any remuneration to its Trustees who are officers or employees (or former officers or employees) of the Adviser or its affiliates. Trustees not so affiliated receive an annual retainer of $100,000, a fee of $11,000 for each quarterly meeting of the Trustees that they attend in person $2,500 for attending any duly constituted in person special committee meeting. The Chairman of the Board of Trustees receives $60,000 as an annual retainer, payable in quarterly installments of $15,000. The Chairman of the Audit Committee receives $10,000 as an annual retainer, payable in quarterly installments of $2,500. The Chairman of the Compliance Committee receives $7,500 as an annual retainer, payable in quarterly installments of $1,875. Trustees are reimbursed for travel and other out-of-pocket expenses. The President, Treasurer and Secretary are furnished to JHT pursuant to the Advisory Agreement described below and receive no compensation from JHT. These officers spend only a portion of their time on the affairs of JHT.

Compensation Table(1)

                                       Aggregate Compensation    Total Compensation from
                                         from JHT for Fiscal    John Hancock Fund Complex
                                             Year Ended           for Fiscal Year Ended
Names of Trustee                          December 31, 2006         December 31, 2006
----------------                       ----------------------   -------------------------
Independent Trustees
Charles L. Bardelis                           $[_____]                   $[_____]
Peter S. Burgess                              $[_____]                   $[_____]
Elizabeth Cook                                $[_____]                   $[_____]
Hassell H. McClellan                          $[_____]                   $[_____]
James M. Oates                                $[_____]                   $[_____]
F. David Rolwing                              $[_____]                   $[_____]
Trustees Affiliated with the Adviser
James R. Boyle                                $      0                   $      0
John D. Richardson (2)                        $      0                   $      0

(1) Compensation received for services as a Trustee. JHT does not have a pension or retirement plan for any of its Trustees or officers. In addition, JHT does not participate in the John Hancock Deferred Compensation Plan for Independent Trustees (the "Plan"). Under the Plan, an Independent Trustee may defer his fees by electing to have the Adviser invest his fees in one of the Funds in the John Hancock Fund Complex that participates in the Plan.

(2) Mr. Richardson retired as Trustee effective December 14, 2006. On such date, Mr. Richardson became a Trustee Emeritus.

56

TRUSTEE OWNERSHIP OF FUNDS

The table below lists the amount of securities of each Fund beneficially owned by each Trustee as of December 31, 2006. The table does not list Funds in which no Trustee had a beneficial interest as of December 31, 2006. For purposes of this table, beneficial ownership is defined to mean a direct or indirect pecuniary interest. Please note that exact dollar amounts of securities held are not listed. Rather, ownership is listed based on the following table:

A - $0

B - $1 up to and including $10,000

C - $10,001 up to and including $50,000

D - $50,001 up to and including $100,000

E - $100,001 or more

Fund                              Independent Trustees*                           Affiliated Trustee
----      ---------------------------------------------------------------------   ------------------
          Charles L.   Peter S.   Elizabeth    Hassell H.   James M.   F. David   James
          Bardelis     Burgess    G. Cook      McClellan    Oates      Rolwing    Boyle

[_____]   [_____]      [_____]    [_____]      [_____]      [_____]    [_____]    [_____]

Ms. Cook and Messrs. Bardelis, Boyle, Burgess, McClellan and Oates are also Trustees of John Hancock Funds II, which are within the same family of investment companies as the Trust. [As of December 31, 2006, none of these Trustees owned any shares of any fund in John Hancock Funds II.]

INVESTMENT MANAGEMENT ARRANGEMENTS AND OTHER SERVICES

THE ADVISORY AGREEMENT

Each Fund has entered into an investment management contract (the "Advisory Agreement") with the Adviser. Pursuant to the Advisory Agreement, the Adviser provides supervision over all aspects of each Fund's operations except those which are delegated to a custodian, transfer agent or other agent. Subject to the general supervision of the Trustees, the Adviser selects, contracts with, and compensates subadvisers to manage the investment and reinvestment of the assets of the Funds. The Adviser monitors the compliance of such subadvisers with the investment objectives and related policies of each Fund and reviews the performance of such subadvisers and reports periodically on such performance to the Trustees. In the case of the Lifestyle Trusts and the Founding Allocation Trust, the Adviser may elect directly to manage the investment and reinvestment of the assets of the Funds, subject to the approval of the Trustees. In directly managing the assets, the Adviser will have the same responsibilities as those described below with respect to a subadviser under a subadvisory agreement.

JHT bears all costs of its organization and operation, including but not limited to expenses of preparing, printing and mailing all shareholders' reports, notices, prospectuses, proxy statements and reports to regulatory agencies; expenses relating to the issuance, registration and qualification of shares; government fees; interest charges; expenses of furnishing to shareholders their account statements; taxes; expenses of redeeming shares; brokerage and other expenses connected with the execution of portfolio securities transactions; expenses pursuant to a Fund's plan of distribution; fees and expenses of custodians including those for keeping books and accounts maintaining a committed line of credit and calculating the NAV of shares; fees and expenses of transfer agents and dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of the Adviser's employees rendering such services to the Funds); the compensation and expenses of officers and Trustees (other than persons serving as President, Treasurer, Secretary or Trustee who are otherwise affiliated with the Fund, the Adviser or any of their affiliates); expenses of Trustees' and shareholders' meetings; trade association memberships; insurance premiums; and any extraordinary expenses.

ADVISER COMPENSATION As compensation for its services, the Adviser receives a fee from the Funds, computed separately for each. The fee for each Fund is stated as an annual percentage of the current value of the "aggregate net assets" of the Fund. "Aggregate net assets" of a Fund include the net assets of the Fund and in most cases the net assets of one or more other Funds (or portions thereof), but in each case only for the period during which the subadviser to the Fund also serves as the subadviser to the other Fund(s) (or portions thereof). The fee for each Fund is based on the applicable annual rate for it which for each day is equal to (i) the sum of the amounts determined by applying the annual percentage rates for the Fund to the applicable portions of aggregate net assets divided by (ii) aggregate net assets (the "Applicable Annual Fee Rate"). The fee for each Fund is accrued and paid daily to the

57

Adviser for each calendar day. The daily fee accruals are computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Fund. Each Fund currently is obligated to pay a management fee to the Adviser are as set forth in the Prospectus.

From time to time, the Adviser may reduce its fee or make other arrangements to limit a Fund's expenses to a specified percentage of average daily net assets. The Adviser retains the right to re-impose a fee and recover any other payments to the extent that, at the end of any fiscal year, the Fund's annual expenses fall below this limit.

For the fiscal years ended December 31, 2006, 2005 and 2004 the aggregate investment advisory fee paid by JHT under the fee schedule then in effect, absent the expense limitation provision, was $[ ], $320,960,008 and $194,399,592 allocated among the Funds as follows:

Fund                                 2006       2005          2004
----                                 ----   -----------   -----------
500 Index Trust                             $ 5,528,545   $ 4,366,594
500 Index B Trust                             3,819,670            NA
Active Bond Trust                             8,939,172            NA
Aggressive Growth Trust                              NA     3,109,634
All Cap Core Trust                            1,902,798     1,863,493
All Cap Growth Trust                          4,969,132     4,677,977
All Cap Value Trust                           3,232,395     2,319,635
Blue Chip Growth Trust                       17,653,311    11,338,520
Bond Index A Trust                                   NA            NA
Bond Index B Trust                              681,312            NA
Capital Appreciation Trust                    2,574,514     1,590,102
Classic Value Trust                             171,189       460,171
Core Bond Trust                               1,025,760            NA
Core Equity Trust                             4,052,636     1,617,250
Diversified Bond Trust                               NA   $ 2,546,700
Dynamic Growth Trust                        $ 1,617,232     1,412,822
Emerging Growth Trust                         1,651,002     1,277,412
Emerging Small Company Trust                  4,540,570     4,329,271
Equity Index Trust                                   NA       202,818
Equity-Income Trust                          18,776,556    12,128,093
Financial Services Trust                      1,060,684       726,555
Fundamental Value Trust                       7,610,909     4,920,784
Global Allocation Trust                       1,484,826     1,029,176
Global Bond Trust                             6,283,587     3,731,728
Global Trust                                  3,031,854     2,797,227
Growth Trust                                         NA            NA
U.S. Core Trust                               8,444,839     8,459,407
Growth & Income Trust                        14,400,563            NA
Growth Opportunities Trust                           NA            NA
Health Sciences Trust                         2,148,480     1,776,731
High Yield Trust                              9,837,898     6,560,794
Income & Value Trust                          5,073,198     4,486,788
Index Allocation Trust                               NA            NA
International Equity Index Trust                151,363            NA
International Equity Index Trust A              489,900            NA
International Equity Index Trust B            1,254,366            NA
International Growth Trust                           NA            NA
International Opportunities Trust             2,249,136            NA
International Small Cap Trust                 5,159,926     3,565,448
International Core Trust                      6,442,455     4,097,283

58

Fund                                 2006       2005          2004
----                                 ----   -----------   -----------
International Value Trust                    10,236,581     4,675,076
Intrinsic Value Trust                                NA            NA
Investment Quality Bond Trust                 2,554,482     2,371,047
Large Cap Trust                                 685,053            NA
Large Cap Growth Trust                        4,571,869     3,624,733
Large Cap Value Trust                         1,869,079       698,991
Lifestyle Aggressive Trust                      356,179       340,510
Lifestyle Balanced Trust                      2,263,005     1,437,267
Lifestyle Conservative Trust                    326,399       295,227
Lifestyle Growth Trust                        2,218,616     1,358,402
Lifestyle Moderate Trust                        651,563       490,095
Managed Trust                                13,851,727            NA
Mid Cap Index Trust                           1,272,121       806,978
Mid Cap Stock Trust                           6,855,294     3,535,985
Mid Cap Value Trust                           5,825,921     4,221,265
Mid Value Trust                               1,645,060            NA
Money Market Trust                           10,844,737     7,248,539
Money Market Trust B                          1,964,984            NA
Natural Resources Trust                       6,966,033     3,267,843
Overseas Equity Trust                         2,431,998            NA
Pacific Rim Trust                               931,033       708,324
Quantitative All Cap Trust                    2,129,616     1,330,957
Quantitative Mid Cap Trust                      890,044       841,152
Quantitative Value Trust                      2,095,251       727,800
Real Estate Securities Trust                  7,953,455     4,524,762
Real Return Bond Trust                        4,301,354     2,421,965
Science & Technology Trust                    4,974,691     5,335,019
Short-Term Bond Trust                         1,373,402            NA
Small Cap Trust                               1,157,054            NA
Small Cap Index Trust                         1,206,536       752,503
Small Cap Growth Trust                        2,355,220            NA
Small Cap Opportunities Trust                 3,676,573     1,210,098
Small Cap Value Trust                         2,720,962            NA
Small Company Blend Trust                            NA     1,834,636
Small Company Growth Trust                       90,453            NA
Small Company Trust                             830,515       261,685
Small Company Value Trust                     7,457,013     5,830,493
Spectrum Income Trust                           641,105            NA
Strategic Bond Trust                          6,437,799     4,500,084
Strategic Growth Trust*                              NA     2,334,290
Strategic Income Trust                          186,613        55,452
Strategic Opportunities Trust                 3,609,519     3,677,296
Strategic Value Trust                         1,401,132     1,070,875
Total Return Trust                           10,278,843     8,198,876
Total Stock Market Index Trust                1,570,595       695,200
U.S. Global Leaders Growth Trust              2,095,437        26,946
U.S. Government Securities Trust              3,951,607     3,701,482
U.S. High Yield Bond Trust                    1,060,991            NA
U.S. Large Cap Trust                          5,515,641     5,370,954
U.S. Multi Sector Trust                       1,016,405            NA
Utilities Trust                               1,034,470       518,572
Value Trust                                   2,168,619     2,041,280

59

Fund                                 2006       2005          2004
----                                 ----   -----------   -----------

Value & Restructuring Trust                     205,310            NA
Value Opportunities Trust                            NA            NA
Vista Trust                                      96,053            NA

SUBADVISORY AGREEMENTS

DUTIES OF THE SUBADVISERS. Under the terms of each of the current subadvisory agreements, including the sub-subadvisory agreement with Western Asset Management Company Limited ("WAMCL") and the Deutsche Subadvisory Consulting Agreement, the subadviser manages the investment and reinvestment of the assets of the assigned Funds (or portion thereof), subject to the supervision of JHT's Board of Trustees and the Adviser. (In the case of the WAMCL sub-subadvisory agreement and the Deutsche Subadvisory Consulting Agreement and the MFC Global (U.S.) sub-subadvisory agreement, the activities of the subadviser are also subject to the supervision of Western Asset Management Company and MFC Global U.S.A. The subadviser formulates a continuous investment program for each such Fund consistent with its investment objectives and policies outlined in the Prospectus. Each subadviser implements such programs by purchases and sales of securities and regularly reports to the Adviser and the Board of Trustees with respect to the implementation of such programs. (In the case of the Deutsche Subadvisory Consulting Agreement for the Lifestyle Trusts, Deutsche Investment Management Americas, Inc. ("DIMA") does not purchase and sell securities but rather provides information and services to MFC Global U.S.A. to assist MFC Global U.S.A. in this process as noted below). Each subadviser, at its expense, furnishes all necessary investment and management facilities, including salaries of personnel required for it to execute its duties, as well as administrative facilities, including bookkeeping, clerical personnel, and equipment necessary for the conduct of the investment affairs of the assigned portfolios.

SUBADVISORY FEES. As compensation for their services, the subadvisers receive fees from the Adviser computed separately for each Fund. In respect of the sub-subadvisory agreements and the subadvisory consulting agreement, the fees are paid by the subadviser to the entity providing the consulting services as described below.

DIMA SUBADVISORY CONSULTING AGREEMENT FOR THE LIFESTYLE TRUSTS. The Prospectuses refer to a subadvisory consulting agreement between MFC Global U.S.A. and DIMA for the provision of subadvisory consulting services to MFC Global U.S.A. in regards to the Lifestyle Trusts. A portion of the subadvisory fee paid to MFC Global U.S.A. by the Adviser is paid by MFC Global U.S.A. to DIMA. The Lifestyle Trusts do not incur any expenses in connection with DIMA's services other than the advisory fee.

The information and services DIMA provides to MFC Global U.S.A. pursuant to the Subadvisory Consulting Agreement for the Funds are as follows:

DIMA will provide MFC Global U.S.A. the following information and services as may be requested by MFC Global U.S.A. from time to time:

- calculate the probability that the subadvisers to the non- Lifestyle Trusts outperform their performance benchmarks;

- perform statistical performance analysis of historical manager returns for managers that MFC Global U.S.A. would like to include in its potential line up on a quarterly basis;

- using DIMA's proprietary optimization technology, DIMA will seek to optimize the Lifestyle Trusts investments consistent with the performance objective specified by the subadviser (i.e. the probability of out-performing a benchmark, minimum shortfall relative to the benchmark, and specification of the benchmark for each Fund, and any constraints that MFC Global U.S.A. may specify on allocations to non-Funds) on a quarterly basis; and

- consult with MFC Global U.S.A. to explain proposed allocations on a quarterly basis and review past performance of the Lifestyle Trusts provided that DIMA is given information on the performance of these Lifestyle Trusts and the actual allocations implemented.

MFC GLOBAL U.S. SUB-SUBADVISORY AGREEMENT. The Prospectus refers to a sub-subadvisory agreement between MFC Global U.S. and MFC Global U.S.A., affiliates, under which MFC Global (U.S.) serves as sub-subadviser for the Absolute Return Trust. Under that agreement, MFC Global U.S. provides certain investment advisory services to MFC Global U.S.A. with its management of the Absolute Return Trust.

WAMCL SUB-SUBADVISORY AGREEMENT. The Prospectus refers to a sub-subadvisory agreement between Western Asset Management Company and WAMCL which is subject to certain conditions as set forth in the Prospectus. Under that agreement WAMCL provides certain investment advisory services to Western Asset Management Company relating

60

to currency transactions and investments in non-dollar denominated debt securities for the benefit of the Strategic Bond Trust and the High Yield Trust.

FEE PAID TO WAMCL. Western Asset Management Company pays WAMCL, as full compensation for all services provided under the sub-subadvisory agreement, a portion of its subadvisory fee. JHT does not incur any expenses in connection with WAMCL's services other than the advisory fee.

BUSINESS ARRANGEMENT BETWEEN THE ADVISER AND GRANTHAM, MAYO, VAN OTTERLOO & CO., LLC ("GMO"). As a part of the overall business arrangement between the Adviser and GMO under which the Adviser has obtained exclusive rights to certain GMO investment management services for up to five years, the Adviser has agreed that under certain circumstances it (and not the JHT or a particular Fund) will pay to GMO a specified amount if the GMO subadvisory agreement is terminated within a five year period from the date of its effectiveness. The specified amount is $15 million in the case of the subadvisory agreement for the U.S. Core Trust (formerly, the Growth & Income Trust) and $5 million in the case of the subadvisory agreement for the International Core Trust (formerly, the International Stock Trust). The Adviser has also agreed that, subject to its fiduciary duties as an investment adviser to each Fund and its shareholders, it will not recommend to the Board of Trustees to terminate the applicable GMO subadvisory agreement or to reduce any of the fees payable thereunder to GMO for a five year period from the date of its effectiveness. Substantially similar agreements (with varying amounts to be paid upon termination) apply with respect to certain other John Hancock funds that are or will be advised by the Adviser and subadvised by GMO. JHT is not a party to any of these arrangements, and they are not binding upon JHT, JHT's Funds subadvised by GMO or the Board of Trustees of JHT. However, these arrangements present certain conflicts of interest because the Adviser has a financial incentive to support the continuation of the GMO agreement for as long as the termination provisions described above remain in effect. In approving the advisory agreement and the GMO subadvisory agreements for the U.S. Core Trust and the International Core Trust, the Board of Trustees, including the Independent Trustees, were aware of and considered these potential conflicts of interest, including any financial obligations of the Adviser to GMO.

BUSINESS ARRANGEMENT BETWEEN MFC AND INDEPENDENCE INVESTMENTS LLC. As of May 31, 2006, Independence Investments LLC ("New Independence"), a subsidiary of Convergent Capital Management LLC ("Convergent"), is the subadviser to the Small Cap Trust and Growth & Income Trust. New Independence has replaced Independence Investment LLC ("Old Independence"), a subsidiary of MFC, as subadviser to the Small Cap Trust and Growth & Income Trust. New Independence is the successor to substantially all of the business operations of Old Independence and assumed substantially all the assets and certain of the liabilities of Old Independence pursuant to an agreement between Old Independence, New Independence, the parent of Convergent and a subsidiary of MFC.

In consideration for the transfer of assets and liabilities of Old Independence to New Independence as described above, Convergent paid MFC a specified amount at closing. MFC will also receive additional consideration on certain anniversary dates of the closing to the extent the revenue received by New Independence from the management of proprietary accounts of MFC and its affiliates or accounts for which MFC or its affiliates act as investment adviser, including the Fund, meet certain revenue targets. Consequently, while these contingent payments are not dependent upon the approval or continuation of the subadvisory agreement with respect to the Small Cap Trust and Growth & Income Trust, the revenues earned by New Independence as a result of its subadvisory relationship with the Small Cap Trust and Growth & Income Trust would count towards the revenue target necessary for MFC to earn the contingent payments. Nothing in the arrangements between MFC and Convergent imposes any limitations upon the rights of the Adviser, the Small Cap Trust and Growth & Income Trust's investment adviser, to recommend termination of the subadvisory agreement with New Independence. However, these arrangements present certain conflicts of interest because MFC, as the ultimate parent entity of the Adviser, has a financial incentive to influence the Adviser to support the continuation of the subadvisory agreement with New Independence for the periods for which contingent payments may be made to MFC. In approving the new subadvisory agreement with New Independence, the Board of Trustees of JHT, including the Independent Trustees, are aware of and considered these potential conflicts of interest. Notwithstanding the potential conflicts of interest, the Board concluded that approval of the subadvisory agreement was in the best interest of the Fund's shareholders.

AFFILIATED SUBADVISERS. Both the Adviser and the subadvisers listed below are controlled by MFC:

MFC Global Investment Management (U.S.A.) Limited, Declaration Management & Research LLC, and MFC Global Investment Management (U.S.), LLC (collectively, "Affiliated Subadvisers").

61

Advisory arrangements involving Affiliated Subadvisers may present certain potential conflicts of interest. For each Fund subadvised by an Affiliated Subadviser, MFC will benefit not only from the net advisory fee retained by the Adviser but also from the subadvisory fee paid by the Adviser to the Affiliated Subadviser. Consequently, MFC may be viewed as benefiting financially from (i) the appointment of or continued service of Affiliated Subadvisers to manage the Funds; and (ii) the allocation of the assets of the Lifestyle Trusts, the Founding Allocation Trust, the Absolute Return Trust and Index Allocation Trust to the Funds having Affiliated Subadvisers. However, both the Adviser in recommending to the Board of Trustees the appointment or continued service of Affiliated Subadvisers and MFC Global U.S.A. in allocating the assets of the Funds, have a fiduciary duty to act in the best interests of the Funds and their shareholders. In addition, under JHT's "Manager of Managers" exemptive order received from the SEC, JHT is required to obtain shareholder approval of any subadvisory agreement appointing an Affiliated Subadviser as the subadviser to a Fund (in the case of a new Fund, the initial sole shareholder of the Fund, an affiliate of the Adviser and MFC, may provide this approval). The Independent Trustees are aware of and monitor these potential conflicts of interest.

ADDITIONAL INFORMATION APPLICABLE TO SUBADVISORY AGREEMENTS

TERM OF EACH SUBADVISORY AGREEMENT. Each Subadvisory Agreement will initially continue in effect as to a Fund for a period no more than two years from the date of its execution (or the execution of an amendment making the agreement applicable to that Fund) and thereafter if such continuance is specifically approved at least annually either (a) by the Trustees or (b) by the vote of a majority of the outstanding voting securities of that Fund. In either event, such continuance shall also be approved by the vote of the majority of the Trustees who are not interested persons of any party to the Agreements.

Any required shareholder approval of any continuance of any of the Agreements shall be effective with respect to any Fund if a majority of the outstanding voting securities of that Fund votes to approve such continuance even if such continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all of the Funds of JHT.

FAILURE OF SHAREHOLDERS TO APPROVE CONTINUANCE OF ANY SUBADVISORY AGREEMENT. If the outstanding voting securities of any Fund fail to approve any continuance of any Subadvisory Agreement, the party may continue to act as investment subadviser with respect to such Fund pending the required approval of the continuance of such agreement or a new agreement with either that party or a different subadviser, or other definitive action.

TERMINATION OF THE AGREEMENTS. The Subadvisory Agreements may be terminated at any time without the payment of any penalty on 60 days' written notice to the other party or parties to the Agreements, and also to the relevant Fund. The following parties may terminate the agreements:

- the Board of Trustees of a Fund;

- with respect to any Fund, a majority of the outstanding voting securities of such Fund;

- the Adviser; and

- the respective subadviser.

The Subadvisory Agreements will automatically terminate in the event of their assignment.

Under certain circumstances, the termination of the subadvisory agreement with GMO with respect to certain Funds within five years of its effective date may result in the payment to GMO by the Adviser (and not by the Funds) of a termination fee. See "The Subadvisory Agreements - Business Arrangement Between the Adviser and GMO" above.

AMENDMENTS TO THE AGREEMENTS. The subadvisory agreements may be amended by the parties to the agreement provided the amendment is approved by the vote of a majority of the outstanding voting securities of the relevant Fund (except as noted below) and by the vote of a majority of the Independent Trustees of the applicable Fund, the Adviser or the subadviser.

The required shareholder approval of any amendment shall be effective with respect to any Fund if a majority of the outstanding voting securities of that Fund votes to approve the amendment, even if the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the amendment or (b) all the Funds of JHT.

62

As noted under "Subadvisory Arrangements" in the Prospectus, an SEC order permits the Adviser to appoint a subadviser (other than an Affiliated Subadviser) or change a subadvisory fee or otherwise amend a subadvisory agreement (other than for an Affiliated Subadviser) pursuant to an agreement that is not approved by shareholders.

AMOUNT OF SUBADVISORY FEES PAID. For the years ended December 31, 2006, 2005 and 2004, the Adviser paid aggregate subadvisory fees of $[__________], $127,695,861 and $94,165,010, respectively, allocated among the Funds as follows:

Fund                                 2006       2005          2004
----                                 ----   -----------   -----------
500 Index Trust                                 175,694       166,443
500 Index B Trust                               108,105           N/A
Active Bond Trust                             1,737,284           N/A
Aggressive Growth Trust                               0     1,829,196
All Cap Core Trust                              869,509       931,746
All Cap Growth Trust                          2,565,900     2,611,588
All Cap Value Trust                           1,540,152     1,222,317
Blue Chip Growth Trust                        8,117,983     5,794,260
Bond Index A Trust                                    0           N/A
Bond Index B Trust                               25,179           N/A
Capital Appreciation Trust                    1,237,964       848,054
Classic Value Trust                              80,813    25,235 (3)
Core Bond Trust                                 344,554           N/A
Core Equity Trust                             1,874,480       858,471
Core Value Trust                                      0        15,746
Diversified Bond Trust                                0     1,061,125
Dynamic Growth Trust                            879,674       831,072
Emerging Growth Trust                           764,449       638,706
Emerging Small Company Trust                  2,585,611     2,645,293
Equity Index Trust                                    0        81,127
Equity-Income Trust                           8,638,062     6,189,047
Financial Services Trust                        525,479       420,922
Fundamental Value Trust                       3,549,448     2,622,892
Global Allocation Trust                         732,238       548,894
Global Bond Trust                             2,342,546     1,554,887
Global Equity Select Trust                            0        17,780
Global Trust                                  1,383,276     1,305,373
Great Companies - America Trust                       0        10,919
Growth Trust                                          0           N/A
U.S. Core Trust                               2,969,949     3,062,822
Growth & Income Trust                         3,230,919           N/A
Growth Opportunities Trust                            0           N/A
Health Sciences Trust                         1,262,145     1,122,146
High Grade Bond Trust                                 0       107,942
High Yield Trust                              3,419,290     2,624,380
Income & Value Trust                          2,306,498     2,320,825
Index Allocation Trust                                0           N/A
International Equity Select Trust                     0       258,914
International Growth Trust                            0           N/A
International Equity Index A Trust               83,843           N/A
International Equity Index B Trust              177,889           N/A
International Opportunities Trust             1,216,976           N/A

63

Fund                                 2006       2005          2004
----                                 ----   -----------   -----------
International Small Cap Trust                 2,849,945     2,179,675
International Core Trust                      3,255,362     2,326,348
International Value Trust                     4,439,202     2,116,319
Intrinsic Value Trust                                 0           N/A
Investment Quality Bond Trust                   677,698       711,314
Large Cap Growth Trust                          322,878     1,933,191
Large Cap Trust                               2,222,090           N/A
Large Cap Value Trust                           926,979       409,751
Lifestyle Aggressive Trust                      356,179       340,510
Lifestyle Balanced Trust                      2,263,005     1,437,267
Lifestyle Conservative Trust                    326,399       295,227
Lifestyle Growth Trust                        2,218,616     1,358,402
Lifestyle Moderate Trust                        651,562       490,095
Managed Trust                                 3,163,466           N/A
Mid Cap Core Trust                              706,219       275,175
Mid Cap Index Trust                             108,003        86,078
Mid Cap Stock Trust                           3,294,522     1,908,352
Mid Cap Value Trust                           2,872,808     2,291,523
Mid Value Trust                                 580,008           N/A
Money Market Trust                              647,801       564,202
Money Market B Trust                            156,884           N/A
Natural Resources Trust                       3,956,909     2,006,737
Overseas Trust                                        0     3,077,385
Overseas Equity Trust                           916,507           N/A
Pacific Rim Trust                               423,351       354,162
Quantitative All Cap Trust                      814,464       564,969
Quantitative Mid Cap Trust                      374,869       388,224
Quantitative Value Trust                        805,493       361,296
Real Estate Securities Trust                  2,950,999     1,885,317
Real Return Bond Trust                        1,603,172     1,009,152
Science & Technology Trust                    2,936,278     3,357,362
Select Growth Trust                                   0        13,806
Short Term Bond Trust                           203,989           N/A
Small Cap Trust                                 545,929           N/A
Small Cap Growth Trust                          959,032           N/A
Small Cap Index Trust                           102,784        80,267
Small Cap Opportunities Trust                 2,064,095       739,504
Small Cap Value Trust                         1,139,966           N/A
Small Company Blend Trust                             0     1,121,166
Small Company Growth Trust                       50,282           N/A
Small Company Trust                             488,374       165,274
Small Company Value Trust                     4,398,346     3,813,079
Small-Mid Cap Growth Trust                            0        12,202
Small-Mid Cap Trust                                   0       376,999
Special Value Trust                             277,817       140,373
Spectrum Income Trust                           252,229           N/A
Strategic Bond Trust                          2,323,855     1,875,031
Strategic Growth Trust                                0     1,242,819
Strategic Income Trust                           73,431        24,399

64

Fund                                 2006       2005          2004
----                                 ----   -----------   -----------
Strategic Opportunities Trust                 1,649,699     1,838,648
Strategic Value Trust                           685,183       571,133
Total Return Trust                            3,852,013     3,416,198
Total Stock Market Index Trust                  125,401        74,155
U.S. Global Leaders Growth Trust                777,186        11,548
U.S. Government Securities Trust              1,147,967     1,211,440
U.S. High Yield Bond Trust                      420,269            NA
U.S. Large Cap Trust                          2,634,533     2,778,080
U.S. Multi Sector Trust                         415,516           N/A
Utilities Trust                                 502,814       276,572
Value Trust                                     892,928       926,163
Value & Restructuring Trust                      96,617           N/A
Value Opportunities Trust                             0           N/A
Vista Trust                                      48,026           N/A

OTHER SERVICES

PROXY VOTING POLICIES

The Funds' proxy voting policies and procedures (the "Fund's Procedures") delegate to the subadviser of each Fund the responsibility to vote all proxies relating to securities held by that Fund in accordance with the subadviser's proxy voting policies and procedures. A subadviser has a duty to vote such proxies in the best interests of the Fund and its shareholders. Complete descriptions of JHT's Procedures and the proxy voting procedures of each of the Fund subadvisers are set forth in Appendix IV to this SAI.

It is possible that conflicts of interest could arise for a subadviser when voting proxies. Such conflicts could arise, for example, when the subadviser or its affiliate has an existing business relationship with the issuer of the security being voted or with a third party that has an interest in the vote. A conflict of interest could also arise when the Fund, its the Adviser or principal underwriter or any of their affiliates has an interest in the vote.

In the event a subadviser becomes aware of a material conflict of interest, the JHT's Procedures generally require the subadviser to follow any conflicts procedures that may be included in the subadvisers proxy voting procedures. Although conflicts procedures will vary among subadvisers, they generally include one or more of the following:

(a) voting pursuant to the recommendation of a third party voting service;

(b) voting pursuant to pre-determined voting guidelines; or

(c) referring voting to a special compliance or oversight committee.

The specific conflicts procedures of each subadviser are set forth in its proxy voting procedures included in Appendix IV. While these conflicts procedures may reduce the influence of conflicts of interest on proxy voting, such influence will not necessarily be eliminated.

Although subadvisers have a duty to vote all proxies on behalf of the funds they subadvise, it is possible that a subadviser may not be able to vote proxies under certain circumstances. For example, it may be impracticable to translate in a timely manner voting materials that are written in a foreign language or to travel to a foreign country when voting in person rather than by proxy is required. In addition, if the voting of proxies for shares of a security prohibits the subadviser from trading the shares in the marketplace for a period of time, the subadviser may determine that it is not in the best interests of the Fund to vote the proxies.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available
(1) without charge, upon request, by calling (800) 344-1029 (attention: Gordon Shone) and (2) on the SEC's website at http://www.sec.gov.

DISTRIBUTOR; RULE 12B-1 PLANS

65

John Hancock Distributors, LLC (the "Distributor") and principal underwriter of JHT and distributes shares of JHT on a continuous basis. Other than the Rule 12b-1 payments and service fees described below, the Distributor does not receive compensation from JHT.

The Board of Trustees of JHT has approved Rule 12b-1 Plans (the "Plans") for Series I shares (formerly referred to as Class A shares) and Series II shares (formerly referred to as Class B shares). The purpose of each Plan is to encourage the growth and retention of assets of each Fund subject to a Plan.

Series I and Series II shares of each Fund are subject to Rule 12b-1 fees, as described in the Prospectus.

A portion of the Rule 12b-1 fee may constitute a "service fee" as defined in Rule 2830(d)(5) of the Conduct Rules of the National Association of Securities Dealers ("NASD").

Service fees are paid to the Distributor which then may reallocate all or a portion of the service fee to one or more affiliated or unaffiliated parties which have agreed to provide with respect to the shares of JHT the kinds of services encompassed by the term "personal service and/or the maintenance of shareholder accounts" as defined in Rule 2830(d)(5) of the Conduct Rules of the NASD.

Each Rule 12b-1 Plan is a compensation plan rather than a reimbursement plan and compensates the Distributor regardless of its expenses. Rule 12b-1 fees are paid to the Distributor.

To the extent consistent with applicable laws, regulations and rules, the Distributor may use Rule 12b-1 fees:

- for any expenses relating to the distribution of the shares of the class,

- for any expenses relating to shareholder or administrative services for holders of the shares of the class (or owners of contracts funded in insurance company separate accounts that invest in the shares of the class) and

- for the payment of "service fees" that come within Rule 2830(d)(5) of the Conduct Rules of the NASD.

Without limiting the foregoing, the Distributor may pay all or part of the Rule 12b-1 fees from a Fund to one or more affiliated and unaffiliated insurance companies that have issued variable insurance contracts for which the Fund serves as an investment vehicle as compensation for providing some or all of the types of services described in the preceding paragraph; this provision, however, does not obligate the Distributor to make any payments of Rule 12b-1 fees and does not limit the use that the Distributor may make of the Rule 12b-1 fees it receives. Currently, all such payments are made to insurance companies affiliated with the Adviser and Distributor. However, payments may be made to nonaffiliated insurance companies in the future.

The Plans authorize any payments in addition to fees described above made by a Fund to the Distributor or any of its affiliates, including the payment of any management or advisory fees, which may be deemed to be an indirect financing of distribution costs.

The Plans may not be amended to increase materially the amount to be spent by a Fund without such shareholder approval as is required by Rule 12b-1 under the 1940 Act (the "Rule"). All material amendments of a Plan must be approved in the manner described in the Rule. Each Plan shall continue in effect (i) with respect to a Fund only so long as the Plan is specifically approved for that Fund least annually as provided in the Rule and (ii) only while (a) a majority of the Trustees are not interested persons (as defined in the Act) of JHT, (b) incumbent disinterested Trustees select and nominate any new disinterested Trustees of JHT and (c) any person who acts as legal counsel for the disinterested Trustees is an independent legal counsel. Each Plan may be terminated with respect to any Fund at any time as provided in the Rule.

During the fiscal year ended December 31, 2006, the following amounts were paid pursuant to the Plans:

Series I Shares

                                                      Distribution Payment
Fund                           Service Fee Payments    to the Distributor
----                           --------------------   --------------------
500 Index                          $[__________]          $[__________]
Active Bond                        $[__________]          $[__________]
All Cap Core                       $[__________]          $[__________]
All Cap Growth                     $[__________]          $[__________]
All Cap Value                      $[__________]          $[__________]

66

Blue Chip Growth                   $[__________]          $[__________]
Bond Index                         $[__________]          $[__________]
Capital Appreciation               $[__________]          $[__________]
Classic Value                      $[__________]          $[__________]
Core Bond                          $[__________]          $[__________]
Core Equity                        $[__________]          $[__________]
Dynamic Growth                     $[__________]          $[__________]
Emerging Growth                    $[__________]          $[__________]
Emerging Small Company             $[__________]          $[__________]
Equity Income                      $[__________]          $[__________]
Financial Services                 $[__________]          $[__________]
Fundamental Value                  $[__________]          $[__________]
Global                             $[__________]          $[__________]
Global Allocation                  $[__________]          $[__________]
Global Bond                        $[__________]          $[__________]
Growth & Income                    $[__________]          $[__________]
Health Sciences                    $[__________]          $[__________]
High Yield                         $[__________]          $[__________]
Income & Value                     $[__________]          $[__________]
International Equity Index A       $[__________]          $[__________]
International Opportunities        $[__________]          $[__________]
International Small Cap            $[__________]          $[__________]
International Stock                $[__________]          $[__________]
International Value                $[__________]          $[__________]
Investment Quality Bond            $[__________]          $[__________]
Large Cap                          $[__________]          $[__________]
Large Cap Growth                   $[__________]          $[__________]
Large Cap Value                    $[__________]          $[__________]
Lifestyle Aggressive               $[__________]          $[__________]
Lifestyle Balanced                 $[__________]          $[__________]
Lifestyle Conservative             $[__________]          $[__________]
Lifestyle Growth                   $[__________]          $[__________]
Lifestyle Moderate                 $[__________]          $[__________]
Mid Cap Core                       $[__________]          $[__________]
Mid Cap Index                      $[__________]          $[__________]
Mid Cap Stock                      $[__________]          $[__________]
Mid Cap Value                      $[__________]          $[__________]
Mid Value Trust                    $[__________]          $[__________]
Money Market                       $[__________]          $[__________]
Natural Resources                  $[__________]          $[__________]
Overseas Equity                    $[__________]          $[__________]
Pacific Rim Emerging Markets       $[__________]          $[__________]
Quantitative All Cap               $[__________]          $[__________]
Quantitative Mid Cap               $[__________]          $[__________]
Quantitative Value                 $[__________]          $[__________]
Real Estate Securities             $[__________]          $[__________]
Real Return Bond                   $[__________]          $[__________]
Science & Technology               $[__________]          $[__________]

67

Small Cap                          $[__________]          $[__________]
Small Cap Growth                   $[__________]          $[__________]
Small Cap Index                    $[__________]          $[__________]
Small Cap Opportunities            $[__________]          $[__________]
Small Cap Value                    $[__________]          $[__________]
Small Company                      $[__________]          $[__________]
Small Company Value                $[__________]          $[__________]
Special Value                      $[__________]          $[__________]
Strategic Bond                     $[__________]          $[__________]
Strategic Income                   $[__________]          $[__________]
Strategic Opportunities            $[__________]          $[__________]
Strategic Value                    $[__________]          $[__________]
Total Return                       $[__________]          $[__________]
Total Stock Mkt. Index             $[__________]          $[__________]
U.S. Global Leaders Growth         $[__________]          $[__________]
U.S. High Yield Bond               $[__________]          $[__________]
U.S. Large Cap Value               $[__________]          $[__________]
US Gov't Securities                $[__________]          $[__________]
Utilities                          $[__________]          $[__________]
Value                              $[__________]          $[__________]

Series II Shares

                                                      Distribution Payment
Fund                           Service Fee Payments    to the Distributor
----                           --------------------   --------------------
500 Index                          $[__________]          $[__________]
Active Bond                        $[__________]          $[__________]
All Cap Core                       $[__________]          $[__________]
All Cap Growth                     $[__________]          $[__________]
All Cap Value                      $[__________]          $[__________]
Blue Chip Growth                   $[__________]          $[__________]
Bond Index                         $[__________]          $[__________]
Capital Appreciation               $[__________]          $[__________]
Classic Value                      $[__________]          $[__________]
Core Bond                          $[__________]          $[__________]
Core Equity                        $[__________]          $[__________]
Dynamic Growth                     $[__________]          $[__________]
Emerging Growth                    $[__________]          $[__________]
Emerging Small Company             $[__________]          $[__________]
Equity Income                      $[__________]          $[__________]
Financial Services                 $[__________]          $[__________]
Fundamental Value                  $[__________]          $[__________]
Global                             $[__________]          $[__________]
Global Allocation                  $[__________]          $[__________]
Global Bond                        $[__________]          $[__________]
Growth & Income                    $[__________]          $[__________]
Health Sciences                    $[__________]          $[__________]
High Yield                         $[__________]          $[__________]
Income & Value                     $[__________]          $[__________]

68

International Equity Index A       $[__________]          $[__________]
International Opportunities        $[__________]          $[__________]
International Small Cap            $[__________]          $[__________]
International Stock                $[__________]          $[__________]
International Value                $[__________]          $[__________]
Investment Quality Bond            $[__________]          $[__________]
Large Cap                          $[__________]          $[__________]
Large Cap Growth                   $[__________]          $[__________]
Large Cap Value                    $[__________]          $[__________]
Lifestyle Aggressive               $[__________]          $[__________]
Lifestyle Balanced                 $[__________]          $[__________]
Lifestyle Conservative             $[__________]          $[__________]
Lifestyle Growth                   $[__________]          $[__________]
Lifestyle Moderate                 $[__________]          $[__________]
Mid Cap Core                       $[__________]          $[__________]
Mid Cap Index                      $[__________]          $[__________]
Mid Cap Stock                      $[__________]          $[__________]
Mid Cap Value                      $[__________]          $[__________]
Mid Value Trust                    $[__________]          $[__________]
Money Market                       $[__________]          $[__________]
Natural Resources                  $[__________]          $[__________]
Overseas Equity                    $[__________]          $[__________]
Pacific Rim Emerging Markets       $[__________]          $[__________]
Quantitative All Cap               $[__________]          $[__________]
Quantitative Mid Cap               $[__________]          $[__________]
Quantitative Value                 $[__________]          $[__________]
Real Estate Securities             $[__________]          $[__________]
Real Return Bond                   $[__________]          $[__________]
Science & Technology               $[__________]          $[__________]
Small Cap                          $[__________]          $[__________]
Small Cap Growth                   $[__________]          $[__________]
Small Cap Index                    $[__________]          $[__________]
Small Cap Opportunities            $[__________]          $[__________]
Small Cap Value                    $[__________]          $[__________]
Small Company                      $[__________]          $[__________]
Small Company Value                $[__________]          $[__________]
Special Value                      $[__________]          $[__________]
Strategic Bond                     $[__________]          $[__________]
Strategic Income                   $[__________]          $[__________]
Strategic Opportunities            $[__________]          $[__________]
Strategic Value                    $[__________]          $[__________]
Total Return                       $[__________]          $[__________]
Total Stock Mkt. Index             $[__________]          $[__________]
U.S. Global Leaders Growth         $[__________]          $[__________]
U.S. High Yield Bond               $[__________]          $[__________]
U.S. Large Cap Value               $[__________]          $[__________]
US Gov't Securities                $[__________]          $[__________]
Utilities                          $[__________]          $[__________]
Value                              $[__________]          $[__________]

69

Subadviser Marketing Support

Prior to January 1, 2006, subadvisers of JHT's Funds provided from time to time marketing support for insurance products that offer JHT as an underlying investment vehicle ("John Hancock Trust Insurance Products") through a variety of methods such as (a) permitting employees of the subadviser, including portfolio managers, to attend meetings with John Hancock and other sales personnel with the subadviser offsetting a portion of the cost of such meetings and (b) offsetting travel and other expenses of the subadviser's wholesalers that support John Hancock Trust Insurance Products. All such subadviser marketing support was voluntary and not all subadvisers provide such support. Certain of the subadvisers also managed proprietary mutual funds that are used as investment options by John Hancock pension products and such marketing support also relates to these pension products. Subadviser marketing support payments are not a factor that the Adviser considered when selecting or terminating subadvisers for JHT Funds. For the period January 1, 2005 through December 31, 2005, the total amount of all such payments made by subadvisers was approximately $1,867,000.

PORTFOLIO BROKERAGE

Pursuant to the Subadvisory Agreements, the subadvisers are responsible for placing all orders for the purchase and sale of portfolio securities of the Funds. The subadvisers have no formula for the distribution of Fund brokerage business; rather they place orders for the purchase and sale of securities with the primary objective of obtaining the most favorable overall results for the applicable Fund. The cost of securities transactions for each Fund will consist primarily of brokerage commissions or dealer or underwriter spreads. Fixed income securities and money market instruments are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes.

Occasionally, securities may be purchased directly from the issuer. For securities traded primarily in the OTC market, the subadvisers will, where possible, deal directly with dealers who make a market in the securities unless better prices and execution are available elsewhere. Such dealers usually act as principals for their own account.

SELECTION OF BROKERS OR DEALERS TO EFFECT TRADES. In selecting brokers or dealers to implement transactions, the subadvisers will give consideration to a number of factors, including:

- price, dealer spread or commission, if any;

- the reliability, integrity and financial condition of the broker-dealer;

- size of the transaction;

- difficulty of execution;

- brokerage and research services provided; and

- confidentiality and anonymity.

Consideration of these factors by a subadviser, either in terms of a particular transaction or the subadviser's overall responsibilities with respect to a Fund and any other accounts managed by the subadviser, could result in the applicable Fund paying a commission or spread on a transaction that is in excess of the amount of commission or spread another broker-dealer might have charged for executing the same transaction.

SOFT DOLLAR CONSIDERATIONS. In selecting brokers and dealers, the subadvisers may give consideration to the value and quality of any research, statistical, quotation, brokerage or valuation services provided by the broker or dealer to the subadviser. In placing a purchase or sale order, a subadviser may use a broker whose commission in effecting the transaction is higher than that of some other broker if the subadviser determines in good faith that the amount of the higher commission is reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either the particular transaction or the subadviser's overall responsibilities with respect to the Fund and any other accounts managed by the subadviser. In addition to statistical, quotation, brokerage or valuation services, a subadviser may receive from brokers or dealers products or research that are used for both research and other purposes, such as administration or marketing. In such case, the subadviser will make a good faith determination as to the portion attributable to research. Only the portion attributable to research will be paid through Fund brokerage. The portion not attributable to research will be paid by the subadviser. Research products and services may be acquired or received either directly from executing brokers or indirectly through other brokers in step-out transactions. A "step-out" is an arrangement by which a subadviser executes a trade through one broker-dealer but instructs that entity to step-out all or a portion of the trade to another broker-dealer. This second broker-

70

dealer will clear and settle, and receive commissions for, the stepped-out portion. The second broker-dealer may or may not have a trading desk of its own.

Subadvisers may also receive research or research credits from brokers which are generated from underwriting commissions when purchasing new issues of fixed income securities or other assets for a Fund. These services, which in some cases may also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the subadviser in advising several of its clients (including the Funds), although not all of these services are necessarily useful and of value in managing the Funds. The management fee paid by a Fund is not reduced because a subadviser and its affiliates receive such services.

As noted above, a subadviser may purchase new issues of securities for the fund in underwritten fixed price offerings. In these situations, the underwriter or selling group member may provide the subadviser with research in addition to selling the securities (at the fixed public offering price) to the fund or other advisory clients. Because the offerings are conducted at a fixed price, the ability to obtain research from a broker-dealer in this situation provides knowledge that may benefit the fund, other subadviser clients, and the subadviser without incurring additional costs. These arrangements may not fall within the safe harbor in Section 28(e) of the Securities Exchange Act of 1934, as amended, because the broker-dealer is considered to be acting in a principal capacity in underwritten transactions. However, the NASD has adopted rules expressly permitting broker-dealers to provide bona fide research to advisers in connection with fixed price offerings under certain circumstances. As a general matter in these situations, the underwriter or selling group member will provide research credits at a rate that is higher than that which is available for secondary market transactions.

Brokerage and research services provided by brokers and dealers include advice, either directly or through publications or writings, as to:

- the value of securities;

- the advisability of purchasing or selling securities;

- the availability of securities or purchasers or sellers of securities; and

- analyses and reports concerning (a) issuers, (b) industries, (c) securities, (d) economic, political and legal factors and trends and (e) Fund strategy.

Research services are received primarily in the form of written reports, computer generated services, telephone contacts and personal meetings with security analysts. In addition, such services may be provided in the form of meetings arranged with corporate and industry spokespersons, economists, academicians and government representatives. In some cases, research services are generated by third parties but are provided to the subadviser by or through a broker.

To the extent research services are used by the subadvisers, such services would tend to reduce such party's expenses. However, the subadvisers do not believe that an exact dollar value can be assigned to these services. Research services received by the subadvisers from brokers or dealers executing transactions for the Funds, which may not be used in connection with a Fund, will also be available for the benefit of other funds managed by the subadvisers.

ALLOCATION OF TRADES BY THE SUBADVISERS. The subadvisers manage a number of accounts other than the Funds. Although investment determinations for the Funds will be made by the subadvisers independently from the investment determinations made by them for any other account, investments deemed appropriate for the Funds by the subadvisers may also be deemed appropriate by them for other accounts. Therefore, the same security may be purchased or sold at or about the same time for both the Funds and other accounts. In such circumstances, the subadvisers may determine that orders for the purchase or sale of the same security for the Funds and one or more other accounts should be combined. In this event the transactions will be priced and allocated in a manner deemed by the subadvisers to be equitable and in the best interests of the Funds and such other accounts. While in some instances combined orders could adversely affect the price or volume of a security, the Fund believes that their participation in such transactions on balance will produce better overall results for the Fund.

AFFILIATED UNDERWRITING TRANSACTIONS BY THE SUBADVISERS. JHT has approved procedures in conformity with Rule 10f-3 under the 1940 Act whereby a Fund may purchase securities that are offered in underwritings in which an affiliate of the subadviser participates. These procedures prohibit a Fund from directly or indirectly benefiting a subadviser affiliate in connection with such underwritings. In addition, for underwritings where a subadviser affiliate

71

participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the Funds could purchase.

BROKERAGE COMMISSIONS PAID. For the years ended December 31 2006, 2005 and 2004, JHT paid brokerage commissions in connection with portfolio transactions of $[__________], $41,711,295 and $31,286,616, respectively, allocated among the Funds as follows:

Fund                                 2006      2005          2004
----                                 ----   ---------     ---------
500 Index Trust                                69,163        40,840
500 Index B Trust                              37,890           N/A
Active Bond Trust                                 N/A           N/A
All Cap Core Trust                            405,783       403,813
All Cap Growth Trust                        1,175,995     1,008,585
All Cap Value Trust                           550,795       401,390
Blue Chip Growth Trust                      1,658,390     1,021,983
Bond Index Trust A                                N/A           N/A
Bond Index Trust B                                N/A           N/A
Capital Appreciation Trust                    475,396       408,187
Classic Value Trust                            37,110        15,046(1)
Core Bond Trust                                   N/A(2)        N/A
Core Equity Trust                             560,178       621,599(1)
Dynamic Growth Trust                          352,695       587,444
Emerging Growth Trust                         871,800     1,095,946
Emerging Small Company Trust                  971,220       912,506
Equity-Income Trust                         1,098,833       960,852
Financial Services Trust                       78,098        27,239
Fundamental Value Trust                       330,986       199,573
Global Allocation Trust                       191,744       144,600
Global Bond Trust                                 N/A           N/A
Global Trust                                  351,702       456,251
Growth Trust                                      N/A           N/A
U.S. Core Trust                             1,502,451     1,587,850
Growth & Income Trust                       5,063,553           N/A
Growth Opportunities Trust                        N/A           N/A
Health Sciences Trust                         308,239       280,430
High Yield Trust                                    5         8,686
Income & Value Trust                          378,530       354,368
Index Allocation Trust                            N/A           N/A
International Equity Index Trust A             24,684(2)        N/A
International Equity Index Trust B            144,070           N/A
International Growth Trust                        N/A           N/A
International Opportunities Trust             997,046(2)        N/A
International Small Cap Trust                 782,395       639,946
International Stock Trust                   1,413,165     1,353,469
International Value Trust                   2,056,263       843,282
Intrinsic Value Trust                             N/A           N/A
Investment Quality Bond Trust                     N/A           368
Large Cap Trust                               142,934(2)        N/A
Large Cap Growth Trust                      1,044,030       646,458
Large Cap Value Trust                         102,786       113,792
Lifestyle Aggressive Trust                        N/A           N/A
Lifestyle Balanced Trust                          N/A           N/A

72

Fund                                 2006      2005          2004
----                                 ----   ---------     ---------
Lifestyle Conservative Trust                      N/A           N/A
Lifestyle Growth Trust                            N/A           N/A
Lifestyle Moderate Trust                          N/A           N/A
Managed Trust                                     N/A           N/A
Mid Cap Core Trust                            408,118        93,798
Mid Cap Index Trust                            29,452        53,857
Mid Cap Stock Trust                         3,407,708     1,964,628
Mid Cap Value Trust                           463,591       388,717
Mid Value Trust                               243,925(2)        N/A
Money Market Trust                                N/A           N/A
Money Market Trust B                              N/A           N/A
Natural Resources Trust                       263,948       326,437
Overseas Equity Trust                         203,268           N/A
Pacific Rim Trust                             176,929       203,363
Quantitative All Cap Trust                    788,600       652,124
Quantitative Mid Cap Trust                    255,893       430,408
Quantitative Value Trust                      793,026       387,181(1)
Real Estate Securities Trust                2,142,743     2,084,615
Real Return Bond Trust                            N/A           N/A
Science and Technology Trust                  839,394     1,055,337
Short-Term Bond Trust                             N/A           N/A
Small Cap Trust                               652,321(2)        N/A
Small Cap Growth Trust                        856,118           N/A
Small Cap Index Trust                         100,780       114,235
Small Cap Opportunities                     1,018,339       297,273
Small Cap Value Trust                         564,359           N/A
Small Company Growth Trust                     21,745(4)        N/A
Small Company Trust                           199,776       107,776(1)
Small Company Value Trust                     259,723       368,967
Special Value Trust                            80,455        35,915
Spectrum Income Trust                          17,059(3)        N/A
Strategic Bond Trust                              N/A         3,099
Strategic Income Trust                              2            72(1)
Strategic Opportunities Trust               1,368,889     1,960,877
Strategic Value Trust                         332,289       433,468
Total Return Trust                              1,475         4,139
Total Stock Market Index Trust                 38,490        26,507
U.S. Global Leaders Growth Trust            1,122,028        11,211(1)
U.S. Government Securities Trust                  N/A           N/A
U.S. High Yield Bond Trust                        N/A(2)        N/A
U.S. Large Cap Trust                          750,072       558,117
U.S. Multi Sector Trust                        48,432(4)        N/A
Utilities Trust                               327,723       245,185
Value Trust                                   617,163       833,169
Value & Restructuring Trust                    98,368(3)        N/A
Value Opportunities Trust                         N/A           N/A
Vista Trust                                    41,165(3)        N/A

(1) For the period May 3, 2004 (commencement of operations) to December 31, 2004.

(2) For the period April 29, 2005 (commencement of operations) to December 31, 2005.

(3) For the period October 24, 2005 (commencement of operations) to December 31, 2005.

73

BROKERAGE COMMISSIONS PAID TO AFFILIATED BROKERS. For the years ended December 31, 2006, 2005 and 2004, commissions were paid by a Fund to brokers affiliated with the Fund's subadvisers as follows:

COMMISSIONS PAID TO UBS SECURITIES, LLC. For the years ended December 31, 2006, 2005 and 2004, brokerage commissions were paid as follows:

                                                % of Fund's
                                                 Brokerage
                                    % of        Commissions      $ Amount of
                                 Aggregate      Represented     Transactions
Fund                            Commissions   for the Period   for the Period
----                            -----------   --------------   --------------
Year ended December 31, 2006:      $[___]         [___]%             [___]%
Global Allocation Trust
Year ended December 31, 2005:      $4,819          2.51%              0.05%
Global Allocation Trust
Year ended December 31, 2004:      $5,289          3.66%              0.02%
Global Allocation Trust

COMMISSIONS PAID TO UBS SECURITIES, LLC. For the years ended December 31, 2006 and 2005, brokerage commissions were paid as follows:

                                                % of Fund's
                                                 Brokerage
                                    % of        Commissions      $ Amount of
                                 Aggregate      Represented     Transactions
Fund                            Commissions   for the Period   for the Period
----                            -----------   --------------   --------------
Year ended December 31, 2006:      $[___]         [___]%           [___]%
Large Cap Trust
Year ended December 31, 2005:      $2,287          1.59%            0.04%
Large Cap Trust

COMMISSIONS PAID TO TEMPLETON GLOBAL ADVISORS. For the years ended December 31, 2006 and 2005, brokerage commissions were paid as follows:

                                                % of Fund's
                                                 Brokerage
                                    % of        Commissions      $ Amount of
                                 Aggregate      Represented     Transactions
Fund                            Commissions   for the Period   for the Period
----                            -----------   --------------   --------------
Year ended December 31, 2006:      $[___]          [__]%            [__]%
International Small Cap Trust
Year ended December 31, 2005:      $1,818          0.23%            0.01%
International Small Cap Trust

COMMISSIONS PAID TO T. ROWE PRICE INVESTMENTS. For the years ended December 31, 2006 and 2005, brokerage commissions were paid as follows:

                                                % of Fund's
                                                 Brokerage
                                    % of        Commissions      $ Amount of
                                 Aggregate      Represented     Transactions
Fund                            Commissions   for the Period   for the Period
----                            -----------   --------------   --------------
Year ended December 31, 2006:      $[___]         [___]%           [___]%
Science & Technology Trust
Year ended December 31, 2005:      $ 317           0.04%            0.04%
Science & Technology Trust

PURCHASE AND REDEMPTION OF SHARES

74

JHT will redeem all full and fractional Fund shares for cash at the NAV per share of each Fund. Payment for shares redeemed will generally be made within seven days after receipt of a proper notice of redemption. However, JHT may suspend the right of redemption or postpone the date of payment beyond seven days during any period when:

- trading on the New York Stock Exchange is restricted, as determined by the SEC, or such Exchange is closed for other than weekends and holidays;

- an emergency exists, as determined by the SEC, as a result of which disposal by JHT of securities owned by it is not reasonably practicable or it is not reasonably practicable for JHT fairly to determine the value of its net assets; or

- the SEC by order so permits for the protection of security holders of JHT.

SPECIAL REDEMPTIONS. Although it would not normally do so, the fund has the right to pay the redemption price of shares of the fund in whole or in part in portfolio securities as prescribed by the Trustees. When a shareholder sells any portfolio securities received in a redemption of fund shares, the shareholder will incur a brokerage charge. Any such securities would be valued for the purposes of fulfilling such a redemption request in the same manner as they are in computing the fund's NAV.

JHT has adopted Procedures Regarding Redemptions in Kind by Affiliates (the "Procedures") to facilitate the efficient and cost effective movement of portfolio assets in connection with certain investment and marketing strategies. It is the position of the SEC that the 1940 Act prohibits an investment company such as the fund from satisfying a redemption request from a shareholder that is affiliated with the investment company by means of an in kind distribution of portfolio securities. However, under a no-action letter issued by the SEC, a redemption in kind to an affiliated shareholder is permissible provided certain conditions are met. The Procedures, which are intended to conform to the requirements of this no-action letter, allow for in kind redemptions by affiliated fund shareholders subject to specified conditions, including that:

- the distribution is effected through a pro rata distribution of the distributing fund's portfolio securities;

- the distributed securities are valued in the same manner as they are in computing the fund's NAV;

- neither the affiliated shareholder nor any other party with the ability and the pecuniary incentive to influence the redemption in kind may select or influence the selection of the distributed securities; and

- the Trustees of JHT, including a majority of the Independent Trustees, must determine on a quarterly basis that any redemptions in kind to affiliated shareholders made during the prior quarter were effected in accordance with the Procedures, did not favor the affiliated shareholder to the detriment of any other shareholder and were in the best interests of the fund.

DETERMINATION OF NET ASSET VALUE

For purposes of calculating the NAV of a Fund's shares, the following procedures are utilized wherever applicable.

For purposes of calculating the NAV per share of each Fund, investment transactions are accounted for on a "trade date plus one basis" (i.e. the business day following the trade date). However, for financial reporting purposes, investment transactions are reported on the trade date.

Except for the types of securities described below, securities held by the Funds will be valued as follows:

- Securities which are traded on stock exchanges (including securities traded in both the OTC market and on an exchange) are valued at the last sales price as of the close of the regularly scheduled day-time trading of the NYSE on the day the securities are being valued, or, lacking any sales, at the closing bid prices.

- Securities traded only in the OTC market are valued at the last bid prices quoted by brokers that make markets in the securities at the close of day-time trading on the NYSE.

- Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Trustees or their designee.

- For Funds' interest in entities such as limited partnerships and other pooled investment vehicles, such as hedge funds, will be subject to fair valuation. In general, the fair value of a fund's interest in a hedge fund will represent the amount that the fund could reasonably expect to receive from a hedge fund or from a third party if the fund's interest was redeemed or sold at the time of valuation, based on information available at the time the valuation is made that the fund reasonably believes to be reliable. In determining fair value for investments in hedge funds, a fund ordinarily may rely upon the fair value information provided to it by the administrator for and/or manager of a hedge fund in

75

which the fund has invested, computed in compliance with the hedge fund's valuation policies and procedures, in addition to any other relevant information available at the time of valuation. In certain instances, the Trustees or their designee may determine that a reported valuation does not reflect fair value, based on additional information available or other factors, and may accordingly determine in good faith the fair value of the assets, which may differ from the reported valuation.

- Shares of the underlying Funds held by the Lifestyle Trusts, the Index Allocation Trust, the Founding Allocation Trust and the Absolute Return Trust are valued at their NAV as described in the Prospectus under "Purchase and Redemption of Shares and Valuation of Securities."

NON-NEGOTIABLE SECURITY. A non-negotiable security not treated as an illiquid security because it may be redeemed with the issuer, subject to a penalty for early redemption, shall be assigned a value that takes into account the reduced amount that would be received if it were currently liquidated.

DEBT INSTRUMENTS WITH REMAINING MATURITIES OF 60 DAYS OR LESS - All instruments held by the Money Market Trust. Debt instruments with a remaining maturity of 60 days or less held by each of the Funds, other than the Money Market Trust, and all instruments held by the Money Market Trust, will be valued on an amortized cost basis. Under this method of valuation, the instrument is initially valued at cost (or in the case of instruments initially valued at market value, at the market value on the day before its remaining maturity is such that it qualifies for amortized cost valuation). After the initial valuation, the fund assumes a constant proportionate amortization in value until maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that would be received upon sale of the instrument.

MONEY MARKET TRUST - RULE 2a-7. The Money Market Trust uses the amortized cost valuation method in reliance upon Rule 2a-7 under the 1940 Act. As required by this rule, the Money Market Trust will maintain a dollar weighted average maturity of 90 days or less. In addition, the Money Market Trust is only permitted to purchase securities that the Subadviser determines present minimal credit risks and at the time of purchase are "eligible securities," as defined by Rule 2a-7. Generally, eligible securities must be rated by a nationally recognized statistical rating organization in one of the two highest rating categories for short-term debt obligations or be of comparable quality. The Money Market Trust will invest only in obligations that have remaining maturities of 397 days or less.

The Trustees have established procedures designed to stabilize, to the extent reasonably possible, the Money Market Trust's price per share as computed for the purpose of sales and redemptions at $10.00. The procedures include a direction to the Adviser to establish procedures that will allow for the monitoring of the propriety of the continued use of amortized cost valuation to maintain a constant NAV of $10.00 per share. The procedures also include a directive to the Adviser that requires that to determine NAV per share based upon available market quotations, the Money Market Trust shall value weekly (a) all portfolio instruments for which market quotations are readily available at market, and (b) all portfolio instruments for which market quotations are not readily available or are not obtainable from a pricing service, at their fair value as determined in good faith by the Trustees (the actual calculations, however, may be made by persons acting pursuant to the direction of the Trustees.) If the fair value of a security needs to be determined, the subadviser will provide determinations, in accordance with procedures and methods established by the Trustees of the Trust, of the fair value of securities held by the Money Market Trust.

In the event that the deviation from the amortized cost exceeds 0.50 of 1% or $0.05 per share in NAV, the Adviser shall promptly call a special meeting of the Trustees to determine what, if any, action should be initiated. Where the Trustees believe the extent of any deviation from the Money Market Trust's amortized cost price per share may result in material dilution or other unfair results to investors or existing shareholders, they shall take the action they deem appropriate to eliminate or reduce to the extent reasonably practical such dilution or unfair results. The actions that may be taken by the Trustees include, but are not limited to:

- redeeming shares in kind;

- selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten the average portfolio maturity of the Money Market Trust;

- withholding or reducing dividends;

- utilizing a NAV per share based on available market quotations; or

- investing all cash in instruments with a maturity on the next business day.

76

The Money Market Trust may also reduce the number of shares outstanding by redeeming proportionately from shareholders, without the payment of any monetary compensation, such number of full and fractional shares as is necessary to maintain the NAV at $10.00 per share. Any such redemption will be treated as a negative dividend for purposes of the net investment factor under the contracts issued by Manulife New York and Manufacturers USA.

POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS

It is the policy of JHT to provide Nonpublic Information (as defined below) regarding JHT portfolio holdings to Nonaffiliated Persons (as defined below) of JHT only in the limited circumstances noted below. It is also the policy of JHT only to provide Nonpublic Information regarding portfolio holdings to any person, including Affiliated Persons (as defined below), on a "need to know" basis (i.e., the person receiving the information must have a legitimate business purpose for obtaining the information prior to it being publicly available). JHT considers Nonpublic Information regarding Fund portfolio holdings to be confidential and the intent of JHT's policy regarding disclosure of portfolio holdings is to guard against selective disclosure of such information in a manner that could disadvantage JHT shareholders.

NONPUBLIC INFORMATION. Portfolio holdings are considered Nonpublic Information until such holdings are posted on the website listed below or until filed with the SEC via Edgar on either Form N-CSR or Form N-Q

"Affiliated Persons" are persons affiliated with: (a) JHT, (b) the Adviser or principal underwriter or any affiliate of either entity, (c)MFC, the Adviser's ultimate parent or any affiliate thereof, (d) in the case of a particular JHT Fund, the subadviser to the Fund, or any affiliate of the subadviser, (e) JHT's custodian and (e) JHT's certified public accountants.

"Nonaffiliated Persons" is any person who is not an Affiliated Person.

DISCLOSURE OF PORTFOLIO HOLDINGS TO NONAFFILIATED PERSONS. Subject to the pre-approval of JHT's Chief Compliance Officer ("CCO"), JHT, or the Adviser, principal underwriter or any of its subadvisers (or any of their affiliates) may provide Nonpublic Information regarding JHT portfolio holdings to Nonaffiliated Persons in the circumstances listed below.

1. Rating Organizations

Nonpublic Information regarding JHT portfolio holdings may be provided to ratings organizations, such as Morningstar and Lipper, for the purpose of reviewing a Fund, the Adviser or the subadviser if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

2. Vestek (Thompson Financial)

Nonpublic Information regarding JHT portfolio holdings may be provided to Vestek (Thompson Financial) or other entities for the purpose of compiling reports and preparing data for use by JHT or any Affiliated Person if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

3. Proxy Voting Services

Nonpublic Information regarding JHT portfolio holdings may be provided to proxy voting services for the purpose of voting proxies relating to JHT portfolio holdings if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

4. Computer Software

Nonpublic Information regarding JHT portfolio holdings may be provided to entities providing computer software to JHT (for example, for the purpose of generating JHT compliance reports or reports relating to proxy voting) if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

5. Courts and Regulators

77

Nonpublic Information regarding JHT portfolio holdings may be provided to any court or regulator with jurisdiction over JHT, the Adviser, MFC or any subadviser or any of their affiliates if such information is requested by such court or regulator.

6. Other Persons

Nonpublic Information regarding JHT portfolio holdings may be provided to other persons or entities if approved by the CCO. In determining whether to approve such disclosure the CCO shall consider: (a) the purpose of providing such information, (b) the procedures that will be used to ensure that such information remains confidential and is not traded upon and (c) whether such disclosure is in the best interest of the shareholders of JHT ("JHT Shareholders).

JHT generally requires that each such person or entity execute a written agreement requiring such person/entity to keep the portfolio holdings confidential and to not trade based on information relating to such holdings. However, JHT may grant exemptions to such requirement on a case by case basis. In such case, disclosure of Nonpublic Information will be approved if the conditions stated above are met.

The CCO shall report to Board of Trustees whenever additional disclosures of portfolio holdings are approved. This report shall be at the board meeting following such approval.

DISCLOSURE OF PORTFOLIO HOLDINGS TO AFFILIATED PERSONS. The CCO must pre-approve the provision of any Nonpublic Information regarding portfolio holdings to any Affiliated Persons other than those listed below under "Pre-Approved Affiliated Persons" ("Other Affiliated Persons") and report such approval to the Board of Trustees at the board meeting following such approval. The persons listed below under "Pre-Approved Affiliated Persons" have been exempt from such pre-approval. In the case of persons listed in II, III and IV in this section, their employers shall provide the CCO reasonable assurances that Nonpublic Information will be kept confidential and that such employees are prohibited from trading on such information.

In determining whether to approve such disclosure of Nonpublic Information regarding portfolio holdings to any other Affiliated Persons the CCO shall consider: (a) the purpose of providing such information, (b) the procedures that will be used to ensure that such information remains confidential and is not traded upon and (c) whether such disclosure is in the best interest of JHT Shareholders. In the case of a conflict between (a) the interests of the JHT Shareholders, on the one hand, and (b) the interests of any affiliated person of JHT, the Adviser, any subadviser, the principal underwriter or any of their affiliated persons, on the other, the procedures set forth under "Resolution of Conflicts of Interest" below shall be followed.

JHT generally requires that any Other Affiliated Persons execute a written agreement requiring such person to keep the portfolio holdings confidential and to not trade based on information relating to such holdings. However, there may be certain circumstances where such an agreement is not required. In such case, disclosure of Nonpublic Information will be approved if the conditions stated above are met.

RECEIPT OF COMPENSATION. None of JHT, the Adviser, any subadvisers or any of their affiliates may receive compensation or other consideration in connection with the release to any person of Nonpublic Information regarding JHT portfolio holdings. None JHT, the Adviser, JHT's subadvisers or any of their affiliates will release Nonpublic Information to any person if such entity has knowledge that such person has received, is receiving or will receive compensation or other consideration in connection with the release of Nonpublic Information regarding Trust portfolio holdings.

RESOLUTION OF CONFLICTS OF INTEREST. If JHT or its adviser or principal underwriter or any of its subadvisers (or any of their affiliates) desire to provide Nonpublic Information regarding JHT portfolio holdings to a Nonaffiliated Person and the CCO believes there is a potential conflict between
(a) the interests of the shareholders of the Trust, on the one hand, and (b) the interests of any affiliated person of JHT, the Adviser (including any subadviser), JHT's principal underwriter or any of their affiliated persons, on the other, the CCO shall refer the conflict to the Board of Trustees of JHT who shall only permit such disclosure of the Nonpublic Information if in their reasonable business judgment they conclude such disclosure will not be harmful to JHT.

POSTING OF JHT PORTFOLIO HOLDINGS ON A WEBSITE. If JHT desires to post on its website JHT portfolio holdings that have not yet been disclosed in a publicly available filing with the SEC that is required to include such information (e.g., a Form N-CSR or a Form N-Q), then JHT shall disclose the following in its prospectus:

78

- the nature of the information that will be available, including both the date as of which the information will be current (e.g. calendar quarter-end) and the scope of the information (e.g., complete portfolio holdings, the portfolio's largest 10 holdings);

- the date when the information will first become available and the period for which the information will remain available, which shall end no earlier than the date on which the Trust files its Form N-CSR or Form N-Q with the SEC for the period that includes the date as of which the website information is current; and

- the location of the website where either the information or a prominent hyperlink (or series of prominent hyperlinks) to the information will be available.

TRUST PORTFOLIO HOLDINGS CURRENTLY POSTED ON A WEBSITE. Each of the Lifestyle Trusts invests in shares of other JHT Funds. The holdings of each Lifestyle Trust in other JHT Funds will be posted to the website listed below within 30 days after each calendar quarter end and within 30 days after any material changes are made to the holdings of a Lifestyle Trust. In addition, the ten largest holdings of each JHT Fund will be posted to the website listed below 30 days after each calendar quarter end. The information described above will remain on the website until the date JHT files its Form N-CSR or Form N-Q with the SEC for the period that includes the date as of which the website information is current. JHT's Form N-CSR and Form N-Q will contain each portfolio's entire portfolio holdings as of the applicable calendar quarter end.

http://www.johnhancockannuities.com/Marketing/Portfolio/PortfolioIndexPage.aspx

CHANGES IN POLICY. Any material changes to the policy regarding disclosure of Nonpublic Information Regarding JHT portfolio holdings must be approved by JHT Board of Trustees.

REPORTS TO THE TRUST'S BOARD OF TRUSTEES. The CCO shall report any material issues that may arise under this policy to the Trust Board of Trustees.

APPLICABILITY OF POLICY TO THE TRUST'S ADVISER AND SUBADVISERS. This policy
shall apply to the Trust's Adviser and each of its subadvisers.

Pre-Approved Affiliated Persons.

I. Employees* of John Hancock Life Insurance Company (U.S.A.) or John Hancock Life Insurance Company of New York who are subject to the Code of Ethics of JHT, the JHT's investment adviser, John Hancock Investment Management Services LLC or the Trust's principal underwriter, John Hancock Distributors LLC.

II. Employees* of a Subadviser or any Affiliate of a Subadviser who provide services to the Trust.

III. Employees* of the Trust's custodian who provide services to the Trust.

IV. Employees* and partners of the Trust's certified public accounting firm who provide services to the Trust.

* Includes temporary employees

JHT SHAREHOLDERS OF THE TRUST

JHT currently serves as the underlying investment medium for premiums and purchase payments invested in variable contracts issued by insurance companies affiliated with Manulife Financial, the ultimate controlling parent of the Adviser.

CONTROL PERSONS. As of [March 31, 2007], no one was considered a control person of any of the Funds. A control person is one who has beneficial ownership of more than 25% of the voting securities of a Fund or who acknowledges or asserts having or is adjudicated to have control of a Fund.

SHAREHOLDERS. As of [March 31, 2007], the shareholders of JHT ("JHT Shareholders") are as follows:

- the insurance companies affiliated with Manulife Financial discussed above (the "Manulife Insurance Companies"). (Each insurance company that is a shareholder of the Trust holds of record in its separate accounts Trust shares attributable to variable contracts), and

- the Lifestyle Trusts, the Index Allocation Trust, Founding Allocation Trust and the Absolute Return Trust, each of which invests in and holds of record shares of underlying Funds.

79

JHT may be used for other purposes in the future, such as funding annuity contracts issued by other insurance companies. JHT shares are not offered directly to, and may not be purchased directly by, members of the public. The paragraph below lists the entities that are eligible to be shareholders of JHT.

ENTITIES ELIGIBLE TO BE SHAREHOLDERS OF JHT. In order to reflect the conditions of Section 817(h) and other provisions of the Code and regulations thereunder, shares of JHT may be purchased only by the following eligible shareholders:

- separate accounts of the Manulife Insurance Companies and other insurance companies;

- the Manulife Insurance Companies and certain of their affiliates; and

- any trustee of a qualified pension or retirement plan.

VOTING OF SHARES BY THE INSURANCE COMPANIES AND JHT. The Manulife Insurance Companies have the right to vote upon matters that may be voted upon at any JHT Shareholders' meeting. These companies will vote all shares of the Funds issued to them in proportion to the timely voting instructions received from owners of variable contracts participating in the separate accounts of such companies that are registered under the 1940 Act ("Contract Owner Instructions"). In addition, JHT will vote all shares of the Funds issued to the Lifestyle Trusts, the Founding Allocation Trust, the Index Allocation Trust and the Absolute Return Trust in proportion to Contract Owner Instructions.

MIXED FUNDING. Shares of JHT may be sold to the JHT Shareholders described above. JHT currently does not foresee any disadvantages to any JHT Shareholders arising from the fact that the interests of those investors may differ. Nevertheless, JHT's Board of Trustees will monitor events in order to identify any material irreconcilable conflicts which may possibly arise due to differences of tax treatment or other considerations and to determine what action, if any, should be taken in response thereto. Such an action could include the withdrawal of a JHT Shareholder from investing in JHT or a particular Fund.

Principal Holders. The tables below set forth the principal holders of the shares of each Fund. Principal holders are those who own of record or are known by JHT to own beneficially 5% or more of a Series of a Fund's outstanding shares.

[As of March 31, 2007, four of the Manulife Insurance Companies - John Hancock Life Insurance Company (USA ("JHLICO (USA)"), John Hancock Life Insurance Company of New York ("JHLICO New York"), John Hancock Life Insurance Company ("JHLICO") and John Hancock Variable Life Insurance Company ("JHLVICO") -- owned of record all of the outstanding Series I and II shares of JHT Funds.]

[As of March 31, 2007, the five Lifestyle Trusts owned of record 5% or more of the outstanding NAV shares of the Funds indicated below:]

                Lifestyle    Lifestyle   Lifestyle   Lifestyle    Lifestyle
              Conservative    Moderate    Balanced     Growth    Aggressive
                  % of          % of        % of        % of        % of
Funds           NAV Class    NAV Class   NAV class   NAV class    NAV class
-----         ------------   ---------   ---------   ---------   ----------
[_________]      [_____]      [_____]     [_____]     [_____]      [_____]

              Founding
              Allocation
              Trust % of
Funds         NAV Class
-----         ----------
[_________]   [__________]

              Absolute
              Return Trust
              % of
Funds         NAV Class
-----         -----------
[_________]   [__________]

80

              Index
              Allocation
              Trust% of
Funds         NAV Class
-----         ----------
[_________]   [__________]

As of March 31, 2007, two of the Manulife Insurance Companies - JHLICO and JHVLICO owned of record 5% or more of the outstanding shares of the NAV class of the Funds indicated below:

                             JHLICO
              JHVLICO        % of
              % of Total     Total
Fund          Portfolio      Portfolio
-----         ----------     ---------
[_________]   [__________]   [_______]

Trustees and officers of JHT, in the aggregate, own or have the right to provide voting instructions for less than 1% of the outstanding shares of each Series of each Fund.

HISTORY OF JHT

JHT NAME CHANGE. Prior to January 1, 2005, the name of JHT was Manufacturers Investment Trust. Prior to October 1, 1997, the name of JHT was NASL Series Trust.

PRIOR NAMES OF THE FUNDS. Some of the names of the Funds have been changed at various times. The prior name of the Fund and the date of the name change are set forth below.

Existing Name                  Prior Name                         Date of Change
Blue Chip Growth               Pasadena Growth                    October 1, 1996
Quantitative Equity            Common Stock                       December 31, 1996
Equity-Income                  Value Equity                       December 31, 1996
Emerging Small Company         Emerging Growth                    November 2, 1998
Large Cap Growth               Aggressive Asset Allocation        May 1, 1999
Income & Value                 Moderate Asset Allocation          May 1, 1999
Diversified Bond               Conservative Asset Allocation      May 1, 1999
Overseas                       International Growth & Income      May 1, 1999
Mid Cap Growth                 Small/Mid Cap                      May 1, 1999
Aggressive Growth              Pilgrim Baxter Growth              May 1, 1999
Global Bond                    Global Government Bond             May 1, 1999
Mid Cap Blend                  Equity                             May 1, 1999
All Cap Growth                 Mid Cap Growth                     May 1, 2000
Strategic Opportunities        Mid Cap Blend                      April 30, 2001
All Cap Core                   Growth                             November 25, 2002
U.S. Large Cap                 U.S. Large Cap Value               May 1, 2003
Global Allocation              Tactical Allocation                May 1, 2003
Global                         Global Equity                      May 1, 2004
Pacific Rim                    Pacific Rim Emerging Markets       May 1, 2004
U.S. Core                      Growth & Income                    April 28, 2006
Growth & Income                Growth & Income II                 April 28, 2006
International Core             International Stock                April 28, 2006
Lifestyle Aggressive Trust     Lifestyle Aggressive 1000 Trust    April 28, 2006
Lifestyle Growth Trust         Lifestyle Growth 820 Trust         April 28, 2006
Lifestyle Balanced Trust       Lifestyle Balanced 640 Trust       April 28, 2006
Lifestyle Moderate Trust       Lifestyle Moderate 460 Trust       April 28, 2006
Lifestyle Conservative Trust   Lifestyle Conservative 280 Trust   April 28, 2006

ORGANIZATION OF JHT

ORGANIZATION OF JHT. JHT was originally organized on August 3, 1984 as "NASL Series Fund, Inc." ("NASL"), a Maryland corporation. Effective December 31, 1988, NASL was reorganized as a Massachusetts business trust. Pursuant to such reorganization, JHT assumed all the assets and liabilities of NASL and carried on its business and operations with the same investment management arrangements as were in effect for NASL at the time of the reorganization. The assets and liabilities of each of NASL's separate portfolios were assumed by the corresponding Fund.

81

CLASSIFICATION. JHT is a no-load, open-end management investment company registered with the SEC under the 1940 Act.

POWERS OF THE TRUSTEES OF JHT. Under Massachusetts law and JHT's Declaration of Trust and By-Laws, the management of the business and affairs of JHT is the responsibility of its Trustees.

The Declaration of Trust authorizes the Trustees of JHT without shareholder approval to do the following:

- Issue an unlimited number of full and fractional shares of beneficial interest having a par value of $.01 per share;

- Divide such shares into an unlimited number of series of shares and to designate the relative rights and preferences thereof;

- Issue additional series of shares or separate classes of existing series of shares;

- Approve fund mergers, to the extent consistent with applicable laws;

- Designate a class of shares of a fund as a separate fund;

- Approve mergers of series (to the extent consistent with applicable laws and regulations); and

- Designate a class of shares of a series as a separate series.

SHARES OF JHT. The shares of each Fund, when issued and paid for, will be fully paid and non-assessable and will have no preemptive or conversion rights. Shares of each Fund have equal rights with regard to redemptions, dividends, distributions and liquidations with respect to that Fund. Holders of shares of any Fund are entitled to redeem their shares as set forth under "Purchase and Redemption of Shares."

Each issued and outstanding share is entitled to participate equally in dividends and distributions declared by the respective Fund and upon liquidation in the net assets of such Fund remaining after satisfaction of outstanding liabilities. For these purposes and for purposes of determining the sale and redemption prices of shares, any assets that are not clearly allocable to a particular Fund will be allocated in the manner determined by the Trustees. Accrued liabilities which are not clearly allocable to one or more Funds will also be allocated among the Funds in the manner determined by the Trustees.

SHAREHOLDER VOTING. Shareholders of each Fund are entitled to one vote for each full share held (and fractional votes for fractional shares held) irrespective of the relative net asset values of the shares of the Fund. All shares entitled to vote are voted by series. However, when voting for the election of Trustees and when otherwise permitted by the 1940 Act, shares are voted in the aggregate and not by series. Only shares of a particular fund are entitled to vote on matters determined by the Trustees to affect only the interests of that fund. Pursuant to the 1940 Act and the rules and regulations thereunder, certain matters approved by a vote of a majority of all the shareholders of JHT may not be binding on a Fund whose shareholders have not approved such matter. There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until less than a majority of the Trustees holding office has been elected by shareholders, at which time the Trustees then in office will call a shareholders' meeting for the election of Trustees. Holders of not less than two-thirds of the outstanding shares of JHT may remove a Trustee by a vote cast in person or by proxy at a meeting called for such purpose. Shares of JHT do not have cumulative voting rights, which means that the holders of more than 50% of JHT's shares voting for the election of Trustees can elect all of the Trustees if they so choose. In such event, the holders of the remaining shares would not be able to elect any Trustees.

SHAREHOLDER LIABILITY. Under Massachusetts law, shareholders of JHT could, under certain circumstances, be held personally liable for the obligations of JHT. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of JHT and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Trustees or any officer of JHT. The Declaration of Trust also provides for indemnification out of the property of a JHT Fund for all losses and expenses of any shareholder held personally liable for the obligations of such portfolio. In addition, the Declaration of Trust provides that JHT shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of JHT and satisfy any judgment thereon, but only out of the property of the affected Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a particular Fund would be unable to meet its obligations.

ADDITIONAL INFORMATION CONCERNING TAXES

The following discussion is a general and abbreviated summary of certain additional tax considerations affecting a Fund and its shareholders. No attempt is made to present a detailed explanation of all Federal, state, local and foreign

82

tax concerns, and the discussions set forth here and in the Prospectus do not constitute tax advice. Investors are urged to consult their own tax advisors with specific questions relating to Federal, state, local or foreign taxes.

Since the Funds' shareholders are the principally (i) life insurance companies whose separate accounts invest in the Funds for purposes of funding variable annuity and variable life insurance contracts and (ii) trustees of qualified pension and retirement plans, no discussion is included herein as to the U.S. Federal income tax consequences to the holder of a variable annuity or life insurance contract who allocates investments to a Fund. For information concerning the U.S. Federal income tax consequences to such holders, see the prospectus for such contract. Holders of variable annuity or life insurance contracts should consult their tax advisors about the application of the provisions of the tax law described in this Statement of Additional Information in light of their particular tax situations.

JHT believes that each Fund will qualify as a regulated investment company under Subchapter M of the Code. If any Fund does not qualify as a regulated investment company, it will be subject to U.S. Federal income tax on its net investment income and net capital gains. As a result of qualifying as a regulated investment company, no Fund will be subject to U.S. Federal income tax on its net investment income (i.e., its investment company taxable income, as that term is defined in the Code, determined without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of its net realized long-term capital gain over its net realized short-term capital loss), if any, that it distributes to its shareholders in each taxable year, provided that it distributes to its shareholders at least 90% of its net investment income for such taxable year.

A Fund will be subject to a non-deductible 4% excise tax to the extent that the Fund does not distribute by the end of each calendar year (a) at least 98% of its ordinary income for the calendar year; (b) at least 98% of its capital gain net income for the one-year period ending, as a general rule, on October 31 of each year; and (c) 100% of the undistributed ordinary income and capital gain net income from the preceding calendar years (if any). For this purpose, any income or gain retained by a Fund that is subject to corporate tax will be considered to have been distributed by year-end. To the extent possible, each Fund intends to make sufficient distributions to avoid the application of both corporate income and excise taxes. Under current law, distributions of net investment income and net capital gain are not taxed to a life insurance company to the extent applied to increase the reserves for the company's variable annuity and life insurance contracts.

To qualify as a regulated investment company for income tax purposes, a Fund must derive at least 90% of its annual gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in stock, securities and currencies, and net income derived from an interest in a qualified publicly traded partnership. On December 16, 2005, the Internal Revenue Service issued a revenue ruling that, as later modified, would cause certain income from certain commodities-linked derivatives in which certain Funds invest to not be considered qualifying income after September 30, 2006 for purposes of the 90% test. This ruling limits the extent to which a Fund may receive income from such commodity-linked derivatives after September 30, 2006 to a maximum of 10% of its annual gross income. It is currently unclear which types of commodity-linked derivatives are affected by the revenue ruling, although it appears that certain commodity-linked notes are not affected.

A "qualified publicly traded partnership" is a publicly traded partnership other than a publicly traded partnership which would satisfy the qualifying income requirements of Code Section 7704 if such qualifying income included only income derived from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities, or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in stock, securities and currencies ("RIC-type income"). Qualified publicly traded partnerships therefore are publicly traded partnerships which derive more than 10% of their gross income from other types of income, such as income derived from the buying and selling of commodities, or options, futures or forwards with respect to commodities, other than RIC-type income. All of the income received by a Fund from its investment in a qualified publicly traded partnership which invests in commodities or commodity-linked derivatives will be income satisfying the regulated investment company 90% test only if more than 10% of such partnership's gross income is such commodities-based income. If the commodities-based income of such partnership is only 10% or less of its gross income in any taxable year, and 90% or more of its gross income is RIC-type income, then the share of such commodities-based income allocable to a Fund investing in such partnership would not be income satisfying the regulated investment company 90% test for the Fund's taxable year. In such event, the Fund could fail to qualify as a regulated investment company if its income that is not regulated investment company qualifying income exceeds 10% of its gross income for the taxable year.

83

If a Fund failed to qualify as a regulated investment company, the Fund would incur regular corporate income tax on its taxable income for that year, it would lose its deduction for dividends paid to shareholders, and it would be subject to certain gain recognition and distribution requirements upon requalification. Further distributions of income by the Fund to its shareholders would be treated as dividend income, although such dividend income would constitute qualified dividend income subject to reduced federal income tax rates if the shareholder satisfies certain holding period requirements with respect to its shares in the Fund. Compliance with the regulated investment company 90% test is carefully monitored by the Adviser and the subadvisers and it is intended that the Funds will comply with the requirements for qualification as regulated investment companies.

The Code was amended in 2004 to allow regulated investment companies to invest up to 25% of their assets in "qualified publicly traded partnerships" and to provide that the net income allocated to a regulated investment company investing in such partnerships would be qualifying income for purposes of the 90% gross income test. In order to maintain its status as a regulated investment company, a Fund must have a deduction for dividends paid during its taxable year at least equal to 90% of its investment company taxable income for such year. Additionally, a regulated investment company is subject each calendar year to a nondeductible 4% excise tax on its under distribution of dividends to the extent that it fails to distribute the sum of 98% of its ordinary income for such calendar year, plus 98% of its capital gain net income for the 1-year period on October 31 of such calendar year, plus 100% of any prior year's shortfall. A Fund investing in publicly traded partnerships might be required to recognize in its taxable year income in excess of its cash distributions from such publicly traded partnerships and its proceeds from dispositions of partnership interests during that year. Such income, even if not reported to the Fund by the publicly traded partnerships until after the end of that year, would nevertheless be subject to the regulated investment company distribution requirements and would be taken into account for purposes of the 4% excise tax.

To qualify as a regulated investment company, a Fund must also satisfy certain requirements with respect to the diversification of its assets. A Fund must have, at the close of each quarter of the taxable year, at least 50% of the value of its total assets represented by cash, cash items, United States Government securities, securities of other regulated investment companies, and other securities which, in respect of any one issuer, do not represent more than 5% of the value of the assets of the Fund nor more than 10% of the voting securities of that issuer. In addition, at those times not more than 25% of the value of the Fund's assets may be invested in securities (other than United States Government securities or the securities of other regulated investment companies) of any one issuer, or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses.

Because JHT complies with the ownership restriction of Treas. Reg. Section 1.817-5(f), Rev. Rul. 81-225, Rev. Rul. 2003-91, and Rev. Rul. 2003-92 (no direct ownership by the public), JHT expects each insurance company separate account to be treated as owning (as a separate investment) its proportionate share of each asset of any Fund in which it invests, provided that the Fund qualifies as a regulated investment company. Therefore, each Fund intends and expects to meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Code. These requirements generally provide that no more than 55% of the value of the assets of a Fund may be represented by any one investment; no more than 70% by any two investments; no more than 80% by any three investments; and no more than 90% by any four investments. For these purposes, all securities of the same issuer are treated as a single investment and each United States government agency or instrumentality is treated as a separate issuer.

A Fund may make investments that produce income that is not matched by a corresponding cash distribution to the Fund, such as investments in pay-in-kind bonds or in obligations such as certain Brady Bonds and zero-coupon securities having original issue discount (i.e., an amount equal to the excess of the stated redemption price of the security at maturity over its issue price), or market discount (i.e., an amount equal to the excess of the stated redemption price at maturity of the security (appropriately adjusted if it also has original issue discount) over its basis immediately after it was acquired) if the Fund elects to accrue market discount on a current basis. In addition, income may continue to accrue for Federal income tax purposes with respect to a non-performing investment. Any such income would be treated as income earned by a Fund and therefore would be subject to the distribution requirements of the Code. Because such income may not be matched by a corresponding cash distribution to a Fund, such Fund may be required to borrow money or dispose of other securities to be able to make distributions to its investors. In addition, if an election is not made to currently accrue market discount with respect to a market discount bond, all or a portion of any deduction for any interest expense incurred to purchase or hold such bond may be deferred until such bond is sold or otherwise disposed.

Certain of the Funds may engage in hedging or derivatives transactions involving foreign currencies, forward contracts, options and futures contracts (including options, futures and forward contracts on foreign currencies) and short sales (see "Investment Policies -- Hedging and Other Strategic Transactions"). Such transactions will be subject

84

to special provisions of the Code that, among other things, may affect the character of gains and losses realized by a Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income of a Fund and defer recognition of certain of the Fund's losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. In addition, these provisions (1) will require a Fund to "mark-to-market" certain types of positions in its portfolio (that is, treat them as if they were closed out) and (2) may cause a Fund to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirement and avoid the 4% excise tax. Each Fund intends to monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any option, futures contract, forward contract or hedged investment in order to mitigate the effect of these rules.

Funds investing in foreign securities or currencies may be subject to withholding or other taxes to foreign governments. Foreign tax withholding from dividends and interest, if any, is generally imposed at a rate between 10% and 35%. If a Fund purchases shares in a "passive foreign investment company" (a "PFIC"), the Fund may be subject to U.S. Federal income tax on a portion of any "excess distribution" or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains. If a Fund were to invest in a PFIC and elected to treat the PFIC as a "qualified electing Fund" under the Code, in lieu of the foregoing requirements, the Fund would be required to include in income each year a portion of the ordinary earnings and net capital gain of the qualified electing Fund, even if not distributed to the Fund. Alternatively, a Fund can elect to mark-to-market at the end of each taxable year its shares in a PFIC; in this case, the Fund would recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under either election, a Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirements and would be taken into account for purposes of the 4% excise tax.

ADDITIONAL TAX CONSIDERATIONS. If a Fund failed to qualify as a regulated investment company, (i) owners of contracts based on the Fund would be treated as owning contract based solely on shares of the Fund (rather than on their proportionate share of the assets of such Fund) for purposes of the diversification requirements under Subchapter L of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral, and (ii) the Fund would incur regular corporate federal income tax on its taxable income for that year and be subject to certain distribution requirements upon requalification. In addition, if a Fund failed to comply with the diversification requirements of the regulations under Subchapter L of the Code, owners of contracts based on the Fund might be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above rules is carefully monitored by the Adviser and the Subadvisers and it is intended that the Funds will comply with these rules as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in a reduction in the return under a Fund, since, to comply with the above rules, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the Subadvisers might otherwise believe to be desirable.

OTHER INFORMATION. For more information regarding the tax implications for the purchaser of a variable annuity or life insurance contract who allocates investments to a Fund, please refer to the prospectus for the contract.

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations currently in effect. It is not intended to be a complete explanation or a substitute for consultation with individual tax advisors. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury Regulations promulgated thereunder. The Code and Regulations are subject to change, possibly with retroactive effect.

REPORTS TO SHAREHOLDERS

The financial statements of JHT at December 31, 2006, are incorporated herein by reference from JHT's most recent Annual Report to Shareholders filed with the SEC on Form N-CSR pursuant to Rule 30b2-1 under the 1940 Act.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The financial statements of JHT at December 31, 2006, including the related financial highlights which appear in the Prospectus, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm as indicated in their report with respect thereto, and are included herein in reliance upon said report given on the

85

authority of said firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP has offices at 125 High Street, Boston, MA 02110.

CUSTODIAN

State Street Bank and Trust Company, ("State Street") 2 Avenue de Lafayette, Boston, Massachusetts 02111, currently acts as custodian and bookkeeping agent of all the Funds' assets. State Street has selected various banks and trust companies in foreign countries to maintain custody of certain foreign securities. State Street is authorized to use the facilities of the Depository Trust Company, the Participants Trust Company and the book-entry system of the Federal Reserve Banks.

CODE OF ETHICS

JHT, the Adviser, the Distributor and each Subadviser have adopted Codes of Ethics that comply with Rule 17j-1 under the 1940 Act. Each Code permits personnel subject to the Code to invest in securities including securities that may be purchased or held by JHT.

MANAGEMENT OF OTHER FUNDS BY THE ADVISER/SUBADVISER

The Funds of JHT described this SAI are not retail mutual funds and are only available under variable annuity contracts or variable life policies, through participation in tax qualified retirement plans or to certain permitted entities. Although the Adviser or subadvisers may manage retail mutual funds with similar names and investment objectives, no representation is made, and no assurance is given, that any Fund's investment results will be comparable to the investment results of any other fund, including other funds with the same investment adviser or subadviser. Past performance is no guarantee of future results.

86

APPENDIX I - Debt Security Ratings

APPENDIX II - Standard & Poor's Corporation Disclaimers APPENDIX III - Information Regarding Portfolio Managers of the Funds APPENDIX IV - Proxy Voting Policies

87

APPENDIX I

DESCRIPTION OF BOND RATINGS

The ratings of Moody's Investors Service, Inc. and Standard & Poor's Ratings Group represent their opinions as to the quality of various debt instruments they undertake to rate. It should be emphasized that ratings are not absolute standards of quality. Consequently, debt instruments with the same maturity, coupon and rating may have different yields while debt instruments of the same maturity and coupon with different ratings may have the same yield.

MOODY'S INVESTORS SERVICE, INC.

AAA: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

AA: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.

BAA: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

BA: Obligations rated Ba are judged to have speculative elements are subject to substantial credit risk.

B: Obligations rated B are considered speculative elements and are subject to high credit risk.

CAA: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

CA: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

STANDARD & POOR'S RATINGS GROUP

AAA: An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

BBB: An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, CC AND C: Obligations rated 'BB', 'B', 'CCC' 'CC' and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and

A-1

'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: 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, which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B: 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.

CCC: 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 conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated 'CC' is currently highly vulnerable to nonpayment.

C: The 'C' rating may be used to over a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued.

D: 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 taking of a similar action if payments on an obligation are jeopardized.

PLUS (+) OR MINUS (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.

FITCH INVESTORS SERVICE ("FITCH")

INVESTMENT GRADE

AAA: Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality. 'AA' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for 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.

A-2

BBB: Good credit quality. 'B' ratings indicate that there is currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.

SPECULATIVE GRADE

BB: Speculative. 'BB' ratings indicate 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. Securities rated in this category are not investment grade.

B: Highly speculative.

- For issuers and performing obligations, 'B' ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

- For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of 'R1' (outstanding).

CCC

- For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.

- For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of 'R2' (superior), or 'R3' (good) or 'R4' (average).

CC

- For issuers and performing obligations, default of some kind appears probable.

- For individual obligations, may indicate distressed or defaulted obligations with Recovery Raging of 'R4' (average) or 'R5' (below average).

C - For issuers and performing obligations, default is imminent.

- For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of 'R6' (poor).

RD

Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.

D Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:

- failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation;

- the bankruptcy filings, administration, receivership, liquidation or winding-up or cessation of business of an obligor; or

A-3

- the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.

Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.

Issuers will be rated 'D' upon a default. Defaulted and distressed obligations typically are rated along the continuum of 'C' to 'B' rating categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation's documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the 'B' or CCC-C categories.

Default is determined by reference to the terms of the obligations' documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation's documentation, or where it believes that default ratings consistent with Fitch's published definition of default are the most appropriate ratings to assign.

CORPORATE AND TAX-EXEMPT COMMERCIAL PAPER RATINGS

MOODY'S

Moody's employs the following designations to indicate the relative repayment ability of rated issuers:

P-1

Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2

Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3

Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP

Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

STANDARD AND POOR'S

Commercial Paper

A standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings are graded into

A-4

several categories, ranging from 'A' for the highest-quality obligations to 'D' for the lowest. These categories are as follows:

A-1

This designation indicates that the degress of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.

A-2

Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated 'A-1'.

A-3

Issues carrying this designation have an adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

B Issues rated 'B' are regarded as having only speculative capacity for timely payment.

C This rating is assigned to short-term debt obligations with a doubtful capacity for payment.

D Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments of principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will be made during such grace period.

Dual Ratings

Standard & Poor's assigns 'dual' rating to all debt issues that have a put option or demand feature as part of their structure.

The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols for the put option (for example, 'AAA/A-1+'). With short-term demand debt, not rating symbols are used with the commercial paper rating symbols (for example, 'SP-1+/A-1+').

OTHER CONSIDERATIONS - The ratings of S&P, Moody's, and Fitch represent their respective opinions of the quality of the municipal securities they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and ratings may have different yields and municipal securities of the same maturity and coupon with different ratings may have the same yield.

TAX-EXEMPT NOTE RATINGS

MOODY'S

Short-Term Debt Ratings

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels MIG 1 through MIG 3. In addition, those short-term obligations that are

A-5

of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

MIG 1

This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MG 2

This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MG 3

This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG

This designation denotes speculative-grade credit quality. Dept instruments in this category may lack sufficient margins of protection.

STANDARD AND POOR'S

Short-Term Issue

A Standard & Poor's U.S. municipal note reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:

- Amoritization schedule - the larger the final maturity relative to other maturities, the more likely it will be treated as note; and

- Source of payment - the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

SP-1

Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2

Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3

Speculative capacity to pay principal and interest.

A-6

APPENDIX II

STANDARD & POOR'S CORPORATION DISCLAIMERS

The Equity Index Trust, 500 Index Trust and Mid Cap Index Trust (collectively, the "S&P Index Trusts") are not sponsored, endorsed, sold or promoted by Standard & Poor's ("S&P"). S&P makes no representation or warranty, express or implied, to the shareholders of the S&P Index Trusts, or any member of the public regarding the advisability of investing in securities generally or in the S&P Index Trusts particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Trust is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Trust or the S&P Index Trusts. S&P has no obligation to take the needs of the Trust or the shareholders of the S&P Index Trusts into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of shares of the S&P Index Trusts or the timing of the issuance or sale of the shares of the S&P Index Trusts or in the determination or calculation of the equation by which shares of the S&P Index Trusts are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the S&P Index Trusts.

S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index or any data included therein and S&P shall have no liability for any errors, omissions, or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by the Trust, shareholders of the S&P Index Trusts, or any other person or entity from the use of the S&P 500 Index or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.


APPENDIX III

PORTFOLIO MANAGER INFORMATION

AIM CAPITAL MANAGEMENT, INC.
All Cap Growth Trust
Small Company Growth Trust

The following chart reflects the portfolio managers' investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) mutual funds,
(ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

The following table reflects information as of December 31, 2006:

                                      OTHER REGISTERED         OTHER POOLED
                                        MUTUAL FUNDS        INVESTMENT VEHICLES     OTHER ACCOUNTS(2)
                         DOLLAR     (ASSETS IN MILLIONS)   (ASSETS IN MILLIONS)   (ASSETS IN MILLIONS)
                        RANGE OF    --------------------   --------------------   --------------------
                      INVESTMENTS    NUMBER                   NUMBER                 NUMBER
                        IN EACH        OF                       OF                     OF
PORTFOLIO MANAGER       FUND(1)     ACCOUNTS     ASSETS      ACCOUNTS   ASSETS      ACCOUNTS   ASSETS
-----------------     -----------   --------   ---------     --------   ------      --------   ------
                                         ALL CAP GROWTH TRUST
Kirk L. Anderson          None          6      $10,077.5         1       $53.1        None      None
James G. Birdsall         None          6      $10,647.7         1       $53.1        None      None
Robert J. Lloyd           None          6      $12,014.6         1       $53.1        None      None
Lanny H. Sachnowitz       None          5      $ 9,627.7         1       $53.1        None      None
                                      SMALL COMPANY GROWTH TRUST
Juliet S. Ellis           None          6      $ 3,055.9       None      None         None      None
Juan R. Hartsfield        None          6      $ 3,055.9       None      None         None      None

POTENTIAL CONFLICTS OF INTEREST


(1) This column reflects investments in a Fund's shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household.

(2) These are accounts of individual investors for which AIM's affiliate, AIM Private Asset Management, Inc. ("APAM") provides investment advice. APAM offers separately managed accounts that are managed according to the investment models developed by AIM's portfolio managers and used in connection with the management of certain AIM funds. APAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.


Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and /or other accounts may be presented with one or more of the following potential conflicts:

- The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. AIM seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.

- If a portfolio manager identifies a limited investment opportunity which 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 filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, AIM and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.

- With respect to securities transactions for the Funds, AIM determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), AIM 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, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved.

- Finally, the appearance of a conflict of interest may arise where AIM has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.

AIM and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

DESCRIPTION OF COMPENSATION STRUCTURE

AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following five elements:

- BASE SALARY. Each portfolio manager is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities.

- ANNUAL BONUS. Each portfolio manager is eligible to receive an annual cash bonus which has quantitative and non-quantitative components. Generally, 70% of the bonus is quantitatively determined, based typically on a four-year rolling average of pre-tax performance of all registered


investment company accounts for which a portfolio manager has day-to-day management responsibilities versus the performance of a pre-determined peer group. In instances where a portfolio manager has responsibility for management of more than one fund, an asset weighted four-year rolling average is used.

High fund performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor fund performance (versus applicable peer group) could result in no bonus. The amount of fund assets under management typically has an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance. The remaining 30% portion of the bonus is discretionary as determined by AIM and takes into account other subjective factors.

- EQUITY-BASED COMPENSATION. Portfolio managers may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

- PARTICIPATION IN GROUP INSURANCE PROGRAMS. Portfolio managers are provided life insurance coverage in the form of a group variable universal life insurance policy, under which they may make additional contributions to purchase additional insurance coverage or for investment purposes.

- PARTICIPATION IN DEFERRED COMPENSATION PLAN. Portfolio managers are eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of deferring the receipt of a portion of their cash compensation.

Portfolio managers also participate in benefit plans and programs available generally to all employees.


AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
Small Company Trust
Vista Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

The portfolio managers are also responsible for the day-to-day management of other accounts, as indicated by the following table.

OTHER ACCOUNTS MANAGED (AS OF DECEMBER 31, 2006)

                                    Registered                               Other Accounts
                                    Investment          Other Pooled         (e.g., separate
                                 Companies (e.g.,    Investment Vehicles        accounts
                                  other American      (e.g., commingled       and corporate
                                   Century funds       trusts and 529      accounts including
                                   and American           education            incubation
                                     Century -          savings plan           strategies,
                                 subadvised funds)        accounts)         corporate money)
                                 -----------------   -------------------   ------------------
                                         Vista Trust
Mr. Fogle      Number of Other
               Accounts                   5                   0                     2
               Managed
               Assets in Other
               Accounts            $2,883,778,887            N/A              $123,649,206
               Managed

Mr. Hollond    Number of Other
               Accounts                   5                   0                     2
               Managed
               Assets in Other
               Accounts            $2,883,778,887            N/A              $123,649,206
               Managed
                                     Small Company Trust
Mr. Ertley     Number of Other
               Accounts                   7                   1                     2
               Managed
               Assets in Other
               Accounts            $2,293,540,223        $ 43,917,131         $316,478,894
               Managed
Mr. Martin     Number of Other
               Accounts                  14                   2                     4
               Managed
               Assets in Other
               Accounts            $7,954,018,954        $109,573,998         $330,067,032
               Managed


Mr. Vaiana     Number of Other
               Accounts                  12                   2                     3
               Managed
               Assets in Other
               Accounts            $6,854,586,645        $109,573,998         $328,025,267
               Managed
Ms. von Turk   Number of Other
               Accounts                   6                   1                     2
               Managed
               Assets in Other
               Accounts            $2,271,463,850        $ 43,917,131         $316,478,894
               Managed

POTENTIAL CONFLICTS OF INTEREST

Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. American Century has adopted policies and procedures that are designed to minimize the effects of these conflicts.

Responsibility for managing American Century client portfolios is organized according to investment discipline. Investment disciplines include, for example, core equity, small- and mid-cap growth, large-cap growth, value, international, fixed income, asset allocation, and sector funds. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest.

For each investment strategy, one portfolio is generally designated as the "policy portfolio." Other portfolios with similar investment objectives, guidelines and restrictions are referred to as "tracking portfolios." When managing policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Century's trading systems include various order entry programs that assist in the management of multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not. American Century may aggregate orders to purchase or sell the same security for multiple funds when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions are not executed through a centralized trading desk. Instead, fund teams are responsible for executing trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed income order management system.

Finally, investment of American Century's corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies


and procedures intended to provide that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios.

DESCRIPTION OF COMPENSATION STRUCTURE

American Century portfolio manager compensation is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. It includes the components described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity. Compensation is not directly tied to the value of assets held in client portfolios.

BASE SALARY

Portfolio managers receive base pay in the form of a fixed annual salary.

BONUS

A significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. For policy portfolios, investment performance is measured by a combination of one- and three-year pre-tax performance relative to a pre-established, internally-customized peer group and/or market benchmark. Custom peer groups are constructed using all the funds in appropriate Lipper or Morningstar categories as a starting point. Funds are then eliminated from the peer group based on a standardized methodology designed to result in a final peer group that more closely represents the fund's true peers based on internal investment mandates and that is more stable (i.e., has less peer turnover) over the long-term. In cases where a portfolio manager has responsibility for more than one policy portfolio, the performance of each is assigned a percentage weight commensurate with the portfolio manager's level of responsibility.

With regard to tracking portfolios, investment performance may be measured in a number of ways. The performance of the tracking portfolio may be measured against a customized peer group and/or market benchmark as described above for policy portfolios. Alternatively, the tracking portfolio may be evaluated relative to the performance of its policy portfolio, with the goal of matching the policy portfolio's performance as closely as possible. This is the case for the Small Company Trust. In some cases, the performance of a tracking portfolio is not separately considered; rather, the performance of the policy portfolio is the key metric. This is the case for the Vista Trust.

A second factor in the bonus calculation relates to the performance of all American Century funds managed according to a particular investment style, such as U.S. growth or value. Performance is measured for each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one- and three-year performance (asset weighted) depending on the portfolio manager's responsibilities and products managed. This feature is designed to encourage effective teamwork among fund management teams in achieving long-term investment success for similarly styled portfolios.

A portion of some portfolio managers' bonuses may be tied to individual performance goals, such as research projects and the development of new products.

Finally, portfolio manager bonuses may occasionally be affected by extraordinarily positive or negative financial performance by American Century Companies, Inc. ("ACC"), the adviser's privately-held parent company. This feature has been designed to maintain investment performance as the primary component of portfolio manager bonuses while also providing a link to the adviser's ability to pay.

RESTRICTED STOCK PLANS


Portfolio managers are eligible for grants of restricted stock of ACC. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual's grant is determined by individual and product performance as well as other product-specific considerations. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three years).

DEFERRED COMPENSATION PLANS

Portfolio managers are eligible for grants of deferred compensation. These grants are used in limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the performance of the American Century mutual funds in which the portfolio manager chooses to invest them.

Ownership of Fund Shares. The portfolio managers of the Vista Trust did not own any shares of the Vista Trust as of December 31, 2006. The portfolio managers of the Small Company Trust did not own any shares of the Small Company Trust as of December 31, 2006.


BLACKROCK INVESTMENT MANAGEMENT, LLC

Large Cap Value Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006)

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

                                                                  NUMBER OF ACCOUNTS AND ASSETS FOR
                   NUMBER OF OTHER ACCOUNTS MANAGED                            WHICH
                       AND ASSETS BY ACCOUNT TYPE                 ADVISORY FEE IS PERFORMANCE-BASED
NAME OF             --------------------------------   -------------------------------------------------------
INVESTMENT             REGISTERED      OTHER POOLED      REGISTERED        OTHER       POOLED
PORTFOLIO MANAGER     ADVISER AND       INVESTMENT       INVESTMENT     INVESTMENT   INVESTMENT
ACCOUNTS               COMPANIES         VEHICLES      OTHER ACCOUNTS    COMPANIES    VEHICLES        OTHER
-----------------   ---------------   --------------   --------------   ----------   ----------   ------------
                           20                8                #              #            #             1
 Bob Doll           $11,743,970,595   $9,132,004,270         $0             $0           $0       $225,905,706

POTENTIAL CONFLICTS OF INTEREST

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

Certain investments may be appropriate for the Funds and also for other clients advised by BlackRock Investment Management, LLC ("BIM") and its affiliates, including other client accounts managed by a Fund's portfolio management team. Investment decisions for a Fund 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 BIM 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 a Fund may differ from the results achieved by other clients of BIM 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 BIM to be equitable to each. BIM 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 a Fund. Purchase and sale orders for a Fund may be combined with those of other clients of BIM and its affiliates in the interest of achieving the most favorable net results to the Fund.

To the extent that the Fund's portfolio manager has responsibilities for managing accounts in addition to the Funds, the 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) BIM or the 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) the portfolio manager owns an interest in one fund or account he or she manages and not another.

DESCRIPTION OF COMPENSATION STRUCTURE


The Portfolio manager compensation program of BlackRock, Inc. and its affiliates ("BlackRock") is critical to BlackRock's 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.

POLICIES AND PROCEDURES

COMPENSATION PROGRAM

The elements of total compensation for BlackRock portfolio managers are 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 funds 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, the portfolio manager incentive compensation is derived based on the portfolio manager's performance of the products they manage, investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods, performance relative to peers, external market conditions and year over year performance. Due to Mr. Doll's unique position (as Portfolio Manager, Vice Chairman and Director of BlackRock, Inc., Global Chief Investment Officer for Equities, Chairman of the BlackRock Private Client Operating Committee, and member of the BlackRock Executive Committee), his compensation does not solely reflect his role as portfolio manager of the funds managed by him. The performance of his fund(s) is included in consideration of his incentive compensation but, given his multiple roles and the balance of the components of pay, the performance of his fund(s) is not the primary driver of his compensation. 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 BlackRock, Inc. stock. Paying a portion of annual bonuses in stock puts compensation earned by a PM 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 BlackRock, Inc. stock price performance. As such, the stock bonus aligns each portfolio manager's financial interests with those of the BlackRock, Inc. 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 therefore have a direct incentive to protect BlackRock's reputation for integrity.

OTHER BENEFITS

Portfolio managers are also eligible to participate in broad-based plans offered generally to BlackRock employees, including broad-based retirement, 401(k), health, and other employee benefit plans.


JHT INCOME AND VALUE TRUST
PROSPECTUS DISCLOSURE
AS OF DECEMBER 31, 2006

Capital Guardian Trust Company ("CGTC") uses a multiple portfolio manager system in managing the fund's assets. Under this approach, the portfolio of a fund is divided into segments managed by individual managers. Each manager's role is to decide how their respective segment will be invested by selecting securities within the limits provided by the fund's objectives and policies. CGTC's investment committee oversees this process. In addition, CGTC's investment analysts also may make investment decisions with respect to a portion of a fund's portfolio. Certain portfolio managers may also have investment analyst responsibilities with respect to specific research coverage.

PORTFOLIO MANAGER                          LENGTH OF SERVICE WITH    BUSINESS EXPERIENCE DURING
TITLE, COMPANY AFFILIATION                  CGTC OR AN AFFILIATE         THE PAST 5 YEARS
--------------------------                 ----------------------   ---------------------------
TERRY BERKEMEIER                           15 years                 Portfolio Manager
Senior Vice President, CGTC                                         selecting equity securities

CHRISTINE CRONIN                           10 years                 Portfolio Manager
Vice President of Capital Research                                  selecting fixed income
Company, an affiliate of CGTC                                       securities

MICHAEL R. ERICKSEN                        20 years                 Portfolio Manager
Director and Senior Vice President, CGTC                            selecting equity securities

DAVID I. FISHER                            37 years                 Portfolio Manager
Chairman of the Board, CGTC                                         selecting equity securities

MICHAEL D. LOCKE                           11 years                 Portfolio Manager
Vice President of Capital Research                                  selecting fixed income
Company, an affiliate of CGTC                                       securities

KAREN A. MILLER                            16 years                 Portfolio Manager
Director and Senior Vice President CGTC                             selecting equity securities

JAMES R. MULALLY                           27 years                 Portfolio Manager
Director and Senior Vice President, CGTC                            selecting fixed income
                                                                    securities

WESLEY PHOA                                8 years                  Portfolio Manager
Vice President, Capital Strategy                                    selecting fixed income
Research, an affiliate of CGTC                                      securities and Quantitative
                                                                    Analyst

THEODORE R. SAMUELS                        25 years                 Portfolio Manager
Director and Senior Vice President, CGTC                            selecting equity securities

EUGENE P. STEIN                            34 years                 Portfolio Manager
Vice Chairman, CGTC                                                 selecting equity securities


PORTFOLIO MANAGER                          LENGTH OF SERVICE WITH    BUSINESS EXPERIENCE DURING
TITLE, COMPANY AFFILIATION                  CGTC OR AN AFFILIATE         THE PAST 5 YEARS
--------------------------                 ----------------------   ---------------------------
ALAN J. WILSON                             16 years                 Portfolio Manager
Director and Senior Vice President, CGTC                            selecting equity securities


JHT INCOME AND VALUE TRUST

STATEMENT OF ADDITIONAL INFORMATION

AS OF DECEMBER 31, 2006

CGTC'S OTHER ACCOUNTS MANAGED

The number of other accounts managed by each portfolio manager within each category below and the total assets in the accounts managed within each category below

                       REGISTERED INVESTMENT      OTHER POOLED INVESTMENT
                           COMPANIES (1)                VEHICLES(2)             OTHER ACCOUNTS(3,4)
                     -------------------------   -------------------------   -------------------------
                     Number of    Total Assets   Number of    Total Assets   Number of    Total Assets
                      Accounts   (in billions)    Accounts   (in billions)    Accounts   (in billions)
                     ---------   -------------   ---------   -------------   ---------   -------------
Portfolio Managers
Berkemeier, Terry         9            4.78          11          14.08          215           66.04
Cronin, Christine         1            0.27           5           1.04           19            8.22
Ericksen, Michael         9            4.78          21          19.12          339          112.91
Fisher, David            23           23.88          30          48.07          302          106.11
Locke, Michael            1            0.27           8           1.18           10            3.65
Miller, Karen            13            6.60          14           3.07          187           59.34
Mulally, Jim              5          146.43           7           1.30           19            8.36
Phoa, Wesley              1            0.27           4           0.80            6            2.16
Samuels, Ted             13            6.60          10           5.50          345           37.50
Stein, Gene              13            6.38          14           7.84          133           43.00
Wilson, Alan             12            7.95           8           2.65           99           29.08

(1) Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(2) Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(3) Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(4) Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.


JHT INCOME AND VALUE TRUST
AS OF DECEMBER 31, 2006

CGTC'S FEE BASED ACCOUNTS

The number of accounts and the total assets in the accounts managed by each portfolio manager with respect to which the advisory fee is based on the performance of the account.

                       REGISTERED INVESTMENT      OTHER POOLED INVESTMENT
                           COMPANIES (1)                VEHICLES(2)             OTHER ACCOUNTS(3,4)
                     -------------------------   -------------------------   -------------------------
                     Number of    Total Assets   Number of    Total Assets   Number of    Total Assets
                      Accounts   (in billions)    Accounts   (in billions)    Accounts   (in billions)
                     ---------   -------------   ---------   -------------   ---------   -------------
Portfolio Managers
Berkemeier, Terry        0              --           0             --            16          10.30
Cronin, Christine        0              --           0             --             2           0.61
Ericksen, Michael        0              --           0             --            42          23.29
Fisher, David            1            1.03           0             --            10           6.17
Locke, Michael           0              --           0             --             0             --
Miller, Karen            0              --           0             --            23          13.12
Mulally, Jim             0              --           0             --             1           0.28
Phoa, Wesley             0              --           0             --             0             --
Samuels, Ted             0              --           0             --             3           2.72
Stein, Gene              0              --           0             --             4           3.36
Wilson, Alan             0              --           0             --             5           3.23

(1) Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(2) Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(3) Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(4) Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.


(A) DESCRIPTION OF ANY MATERIAL CONFLICTS

CGTC has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio manager's management of the fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, CGTC believes that all issues relating to potential material conflicts of interest involving this portfolio and its other managed accounts have been addressed.

(B) COMPENSATION

At CGTC, portfolio managers and investment analysts are paid competitive salaries. In addition, they receive bonuses based on their individual portfolio results and also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit sharing will vary depending on the individual's portfolio results, contributions to the organization and other factors. In order to encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total returns over a four-year period to relevant benchmarks over both the most recent year and a four-year rolling average with the greater weight placed on the four-year rolling average. For portfolio managers, benchmarks include both measures of the marketplaces in which the relevant fund invests and measures of the results of comparable mutual funds or consultant universe measures of comparable institutional accounts. For investment analysts, benchmarks include both relevant market measures and appropriate industry indexes reflecting their areas of expertise.

The benchmarks used to measure performance of the portfolio managers for the JHT Income and Value Trust include, as applicable, the S&P 500 Index, a customized Growth and Income index based on the Lipper Growth and Income Index, Citigroup Broad Investment-Grade Bond Index, Citi Treasury/Agency Index, Citigroup Corporate Index, and Citigroup Mortgage Index.

(C) OWNERSHIP OF FUND SHARES

Based on the information available for the time period ending December 31, 2006, the portfolio managers of the JHT Income and Value Trust did not own any shares of that fund.


JHT OVERSEAS EQUITY TRUST
PROSPECTUS DISCLOSURE
AS OF DECEMBER 31, 2006

Capital Guardian Trust Company ("CGTC") uses a multiple portfolio manager system in managing the fund's assets. Under this approach, the portfolio of a fund is divided into segments managed by individual managers. Each manager's role is to decide how their respective segment will be invested by selecting securities within the limits provided by the fund's objectives and policies. Subject to those objectives and policies, portfolio managers are generally not limited to where they may invest geographically except for Seung Kwak and John Mant, whose geographical coverage is primarily limited to Japan and Europe, respectively. CGTC's investment committee oversees this process. In addition, CGTC's investment analysts also may make investment decisions with respect to a portion of a fund's portfolio. Certain portfolio managers may also have investment analyst responsibilities with respect to specific research coverage.

                                                      LENGTH OF SERVICE WITH CAPITAL
PORTFOLIO MANAGER                                    GUARDIAN TRUST COMPANY ("CGTC")       BUSINESS EXPERIENCE
TITLE, COMPANY AFFILIATION                                   OR AN AFFILIATE             DURING THE PAST 5 YEARS
--------------------------                           -------------------------------   ---------------------------
DAVID I. FISHER                                      37 years                          Portfolio Manager selecting
Chairman of the Board, CGTC                                                            equity securities

ARTHUR J. GROMADZKI                                  20 years                          Portfolio Manager selecting
Director and Senior Vice President of Capital                                          equity securities
International Research, Inc, an affiliate of CGTC.

RICHARD N. HAVAS                                     20 years                          Portfolio Manager selecting
Senior Vice President of Capital International,                                        equity securities
Inc, an affiliate of CGTC

SEUNG KWAK                                           4 years, 17 years with Zurich     Portfolio Manager selecting
Senior Vice President for Capital International      Scudder Investments               equity securities
K.K, an affiliate of CGTC

NANCY J. KYLE                                        16 years                          Portfolio Manager selecting
Vice Chairman, CGTC                                                                    equity securities

JOHN M. N. MANT                                      16 years                          Portfolio Manager selecting
President of Capital International Research, Inc,                                      equity securities
an affiliate of CGTC


LIONEL M. SAUVAGE                                    19 years                          Portfolio Manager for
Director and Senior Vice President, CGTC                                               equity securities

NILLY SIKORSKY                                       44 years                          Portfolio Manager selecting
Chairman of Capital International S.A., an                                             equity securities
affiliate of CGTC

RUDOLF M. STAEHELIN                                  25 years                          Portfolio Manager for
Director and Senior Vice President of Capital                                          equity securities
International Research, Inc., an affiliate of CGTC


JHT OVERSEAS EQUITY TRUST

STATEMENT OF ADDITIONAL INFORMATION

As of December 31, 2006

CGTC'S OTHER ACCOUNTS MANAGED

The number of other accounts managed by each portfolio manager within each category below and the total assets in the accounts managed within each category below.

                                   REGISTERED INVESTMENT      OTHER POOLED INVESTMENT
                                       COMPANIES (1)                VEHICLES(2)          OTHER ACCOUNTS(3), (4)
                                 -------------------------   -------------------------   ----------------------
                                                                                                        Total
                                                                                                       Assets
                                 Number of    Total Assets   Number of    Total Assets    Number of      (in
                                  Accounts   (in billions)    Accounts   (in billions)     Accounts   billions)
                                 ---------   -------------   ---------   -------------    ---------   ---------
Portfolio Managers
Fisher, David                        23          23.94           30          48.07           302        106.11
Gromadzki, Arthur                     9           4.45            9          27.23           131         43.67
Havas, Richard                       11           4.82           22          36.35           199         76.74
Kwak, Seung                           9           4.45           10          27.39           166         54.63
Kyle, Nancy                          12          18.13           28          44.94           161         60.05
Mant, John                            9           4.45           13          31.14           206         68.64
Sauvage, Lionel                      11           4.82           22          45.13           312        112.06
Sikorsky, Nilly                      11           4.82           23          42.87           417        140.33
Staehelin, Rudolf                    11           4.82           21          42.65           298         98.25

(1) Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(2) Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(3) Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(4) Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.


JHT OVERSEAS EQUITY TRUST

As of December 31, 2006

CGTC'S FEE BASED ACCOUNTS

The number of accounts and the total assets in the accounts managed by each portfolio manager with respect to which the advisory fee is based on the performance of the account.

                                   REGISTERED INVESTMENT      OTHER POOLED INVESTMENT
                                        COMPANIES (1)               VEHICLES(2)          OTHER ACCOUNTS(3), (4)
                                 -------------------------   -------------------------   ----------------------
                                                                                                        Total
                                                                                                       Assets
                                 Number of    Total Assets   Number of    Total Assets    Number of      (in
                                  Accounts   (in billions)    Accounts   (in billions)     Accounts   billions)
                                 ---------   -------------   ---------   -------------    ---------   ---------
Portfolio Managers
Fisher, David                        1            1.03           0            --              10         6.17
Gromadzki, Arthur                    1            1.03           0            --              13         6.05
Havas, Richard                       1            1.03           0            --               9         3.93
Kwak, Seung                          1            1.03           0            --              21        10.06
Kyle, Nancy                          1            1.03           0            --               7         3.60
Mant, John                           1            1.03           0            --              11         5.65
Sauvage, Lionel                      1            1.03           0            --              26        13.71
Sikorsky, Nilly                      1            1.03           0            --              55        28.20
Staehelin, Rudolf                    1            1.03           0            --              24        13.82

(1) Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(2) Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(3) Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(4) Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.


(A) DESCRIPTION OF ANY MATERIAL CONFLICTS

CGTC has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio manager's management of the fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, CGTC believes that all issues relating to potential material conflicts of interest involving this portfolio and its other managed accounts have been addressed.

(B) COMPENSATION

At CGTC, portfolio managers and investment analysts are paid competitive salaries. In addition, they receive bonuses based on their individual portfolio results and also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit sharing will vary depending on the individual's portfolio results, contributions to the organization and other factors. In order to encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total returns over a four-year period to relevant benchmarks over both the most recent year and a four-year rolling average with the greater weight placed on the four-year rolling average. For portfolio managers, benchmarks include both measures of the marketplaces in which the relevant fund invests and measures of the results of comparable mutual funds or consultant universe measures of comparable institutional accounts. For investment analysts, benchmarks include both relevant market measures and appropriate industry indexes reflecting their areas of expertise.

The benchmarks used to measure performance of the portfolio managers for the JHT Overseas Equity Trust include, as applicable, an adjusted MSCI EAFE Index, an adjusted Lipper International Index, an adjusted MSCI Europe Index, an adjusted MSCI Japan Index and a customized index based on the information provided by various third parties.

(C) OWNERSHIP OF FUND SHARES

Based on the information available for the time period ending December 31, 2006, the portfolio managers of the JHT Overseas Equity Trust did not own any shares of that fund.


JHT U.S. LARGE CAP TRUST
PROSPECTUS DISCLOSURE
AS OF DECEMBER 31, 2006

Capital Guardian Trust Company ("CGTC") uses a multiple portfolio manager system in managing the fund's assets. Under this approach, the portfolio of a fund is divided into segments managed by individual managers. Each manager's role is to decide how their respective segment will be invested by selecting securities within the limits provided by the fund's objectives and policies. CGTC's investment committee oversees this process. In addition, CGTC's investment analysts also may make investment decisions with respect to a portion of a fund's portfolio. Certain portfolio managers may also have investment analyst responsibilities with respect to specific research coverage.

PORTFOLIO MANAGER                          LENGTH OF SERVICE WITH CGTC OR   BUSINESS EXPERIENCE DURING THE
TITLE, COMPANY AFFILIATION                          AN AFFILIATE                     PAST 5 YEARS
--------------------------                 ------------------------------   ------------------------------
TERRY BERKEMEIER                           15 years                         Portfolio Manager selecting
Senior Vice President, CGTC                                                 equity securities

MICHAEL R. ERICKSEN                        20 years                         Portfolio Manager selecting
Director and Senior Vice President, CGTC                                    equity securities

DAVID I. FISHER                            37 years                         Portfolio Manager selecting
Chairman of the Board, CGTC                                                 equity securities

KAREN A. MILLER                            16 years                         Portfolio Manager selecting
Director and Senior Vice President, CGTC                                    equity securities

THEODORE R. SAMUELS                        25 years                         Portfolio Manager selecting
Director and Senior Vice President, CGTC                                    equity securities

EUGENE P. STEIN                            34 years                         Portfolio Manager selecting
Vice Chairman, CGTC                                                         equity securities

ALAN J. WILSON                             16 years                         Portfolio Manager selecting
Director and Senior Vice President, CGTC                                    equity securities


JHT U.S. LARGE CAP TRUST

STATEMENT OF ADDITIONAL INFORMATION

AS OF DECEMBER 31, 2006

CGTC'S OTHER ACCOUNTS MANAGED

The number of other accounts managed by each portfolio manager within each category below and the total assets in the accounts managed within each category below

                                   REGISTERED INVESTMENT      OTHER POOLED INVESTMENT
                                       COMPANIES (1)                VEHICLES(2)            OTHER ACCOUNTS(3), (4)
                                 -------------------------   -------------------------   -------------------------
                                 Number of    Total Assets   Number of    Total Assets   Number of    Total Assets
                                  Accounts   (in billions)    Accounts   (in billions)    Accounts   (in billions)
                                 ---------   -------------   ---------   -------------   ---------   -------------
Portfolio Managers
Berkemeier, Terry                     9           4.41           11          14.08          215          66.04
Ericksen, Michael                     9           4.41           21          19.12          339         112.91
Fisher, David                        23          23.50           30          48.07          302         106.11
Miller, Karen                        13           6.23           14           3.07          187          59.34
Samuels, Ted                         13           6.23           10           5.50          345          37.50
Stein, Gene                          13           6.01           14           7.84          133          43.00
Wilson, Alan                         12           7.58            8           2.65           99          29.08

(1) Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(2) Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(3) Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(4) Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.


JHT U.S. LARGE CAP TRUST
AS OF DECEMBER 31, 2006

CGTC'S FEE BASED ACCOUNTS

The number of accounts and the total assets in the accounts managed by each portfolio manager with respect to which the advisory fee is based on the performance of the account.

                                   REGISTERED INVESTMENT      OTHER POOLED INVESTMENT
                                        COMPANIES (1)               VEHICLES(2)            OTHER ACCOUNTS(3), (4)
                                 -------------------------   -------------------------   -------------------------
                                 Number of    Total Assets   Number of    Total Assets   Number of    Total Assets
                                  Accounts   (in billions)    Accounts   (in billions)    Accounts   (in billions)
                                 ---------   -------------   ---------   -------------   ---------   -------------
Portfolio Managers
Berkemeier, Terry                    0             --            0             --            16          10.30
Ericksen, Michael                    0             --            0             --            42          23.29
Fisher, David                        1           1.03            0             --            10           6.17
Miller, Karen                        0             --            0             --            23          13.12
Samuels, Ted                         0             --            0             --             3           2.72
Stein, Gene                          0             --            0             --             4           3.36
Wilson, Alan                         0             --            0             --             5           3.23

(1) Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(2) Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(3) Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

(4) Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.


(A) DESCRIPTION OF ANY MATERIAL CONFLICTS

CGTC has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio manager's management of the fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, CGTC believes that all issues relating to potential material conflicts of interest involving this portfolio and its other managed accounts have been addressed.

(B) COMPENSATION

At CGTC, portfolio managers and investment analysts are paid competitive salaries. In addition, they receive bonuses based on their individual portfolio results and also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit sharing will vary depending on the individual's portfolio results, contributions to the organization and other factors. In order to encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total returns over a four-year period to relevant benchmarks over both the most recent year and a four-year rolling average with the greater weight placed on the four-year rolling average. For portfolio managers, benchmarks include both measures of the marketplaces in which the relevant fund invests and measures of the results of comparable mutual funds or consultant universe measures of comparable institutional accounts. For investment analysts, benchmarks include both relevant market measures and appropriate industry indexes reflecting their areas of expertise.

The benchmarks used to measure performance of the portfolio managers for the JHT U.S. Large Cap Trust include the S&P 500 Index and a customized Growth and Income index based on the Lipper Growth and Income Index.

(C) OWNERSHIP OF FUND SHARES

Based on the information available for the time period ending December 31, 2006, the portfolio managers of the JHT U.S. Large Cap Trust did not own any shares of that fund.


CLEARBRIDGE ADVISORS, LLC
Special Value Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

               ASSETS UNDER MANAGEMENT
                    (IN BILLIONS)                             NUMBER OF ACCOUNTS
              -------------------------                   -------------------------
              REGISTERED   OTHER POOLED                   REGISTERED   OTHER POOLED
PORTFOLIO     INVESTMENT    INVESTMENT                    INVESTMENT    INVESTMENT
MANAGER        COMPANIES     ACCOUNTS     OTHER   TOTAL    COMPANIES     ACCOUNTS      OTHER    TOTAL
-----------   ----------   ------------   -----   -----   ----------   ------------   ------   ------
Peter Hable      10.17         0.40       12.38   22.95       19             2        79,735   79,756

PORTFOLIO MANAGER COMPENSATION

ClearBridge Advisors, LLC ("ClearBridge") investment professionals receive base salary and other employee benefits and are eligible to receive incentive compensation. Base salary is fixed and typically determined based on market factors and the skill and experience of individual investment personnel.

ClearBridge has implemented an investment management incentive and deferred compensation plan (the "Plan") for its investment professionals, including the fund's portfolio manager(s). Each investment professional works as a part of an investment team. The Plan is designed to align the objectives of ClearBridge investment professionals with those of fund shareholders and other ClearBridge clients. Under the Plan a "base incentive pool" is established for each team each year as a percentage of ClearBridge's revenue attributable to the team (largely management and related fees generated by funds and other accounts). A team's revenues are typically expected to increase or decrease depending on the effect that the team's investment performance as well as inflows and outflows have on the level of assets in the investment products managed by the team. The "base incentive pool" of a team is reduced by base salaries paid to members of the team and other employee expenses attributable to the team.

The investment team's incentive pool is then adjusted to reflect its ranking among a "peer group" of non-ClearBridge investment managers and the team's pre-tax investment performance against the applicable product benchmark (e.g. a securities index and, with respect to a fund, the benchmark set forth in the fund's prospectus to which the fund's average annual total returns are compared or, if none, the benchmark set forth in the fund's annual report). Longer-term
(5- year) performance will be more heavily weighted than shorter-term (1- year)
performance in the calculation of the performance adjustment factor. The incentive pool for a team may also be adjusted based on other qualitative factors by the applicable ClearBridge Chief Investment Officer.). The incentive pool will be allocated by the applicable ClearBridge chief investment officer to the team leader and, based on the recommendations of the team leader, to the other members of the team.


Up to 20% of an investment professional's annual incentive compensation is subject to deferral. Of that principal deferred award amount, 25% will accrue a return based on the hypothetical returns of the investment fund or product that is the primary focus of the investment professional's business activities with the Firm, 25% will accrue a return based on the hypothetical returns of an employee chosen composite fund, and 50% may be received in the form of Legg Mason restricted stock shares.

PORTFOLIO MANAGER DISCLOSURE

Potential Conflicts of Interest

Potential conflicts of interest may arise when a Fund's portfolio manager has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for [certain of] the portfolio managers listed in the table above.

The investment adviser and the fund(s) have adopted compliance policies and procedures that are designed to address various conflicts of interest that may arise for the investment adviser and the individuals that it employs. For example, ClearBridge seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. ClearBridge has also adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by ClearBridge and the fund(s) will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.

These potential conflicts include:

Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

Allocation of Limited Investment Opportunities. If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a fund's ability to take full advantage of the investment opportunity.

Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of


the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.

Variation in Compensation. A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the investment adviser's management fee and/or the portfolio manager's compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the investment advisor and/or its affiliates have interests. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager's performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.

Selection of Broker/Dealers. Portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or accounts that they supervise. In addition to executing trades, some brokers and dealers provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might otherwise be available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the sub-adviser determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts managed. For this reason, the sub-adviser has formed a brokerage committee that reviews, among other things, the allocation of brokerage to broker/dealers, best execution and soft dollar usage.

Related Business Opportunities. The investment adviser or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of fund and/or accounts that provide greater overall returns to the investment manager and its affiliates.


DAVIS SELECTED ADVISERS, L.P.
Financial Services Trust
Fundamental Value Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None, however both portfolio managers have over $1 million invested in Davis Funds which are managed in a similar fashion as the Financial Services Trust and Fundamental Value Trust.

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

Christopher Davis served as portfolio managers for (i) 30 registered investment companies with approximately $75 billion in total net assets, (ii) 12 other pooled investment vehicles with approximately $1.5 billion in total net assets, and approximately 47 thousand other accounts (primarily managed money/wrap accounts) with approximately $15.1 billion in total net assets.

Kenneth Feinberg served as portfolio managers for (i) 27 registered investment companies with approximately $75 billion in total net assets, (ii) 12 other pooled investment vehicles with approximately $1.5 billion in total net assets, and approximately 47 thousand other accounts (primarily managed money/wrap accounts) with approximately $15.1 billion in total net assets.

POTENTIAL CONFLICTS OF INTEREST

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one portfolio or other account. More specifically, portfolio managers who manage multiple portfolios and /or other accounts are presented with the following potential conflicts:

- The management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. Davis Selected Advisers seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the portfolios.

- If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one portfolio or other account, a portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible portfolios and other accounts. To deal with these situations, Davis Selected Advisers has adopted procedures for allocating portfolio transactions across multiple accounts.

- With respect to securities transactions for the portfolios, Davis Selected Advisers determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds for which Davis Selected Advisers other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Davis Selected Advisers 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, Davis Selected Advisers may place separate, non-simultaneous, transactions for a portfolio and another account which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the portfolio or the other account.

- Finally, substantial investment of Davis Selected Advisers or Davis Family assets in certain mutual funds may lead to conflicts of interest. To mitigate these potential conflicts of interest, Davis Selected Advisers has adopted policies and procedures intended to ensure that all clients are treated fairly overtime. Davis Selected Advisers does not receive an incentive based fee on any account.


DESCRIPTION OF COMPENSATION STRUCTURE

Kenneth Feinberg's compensation as a Davis Selected Advisers employee consists of (i) a base salary, (ii) an annual bonus equal to a percentage of growth in Davis Selected Advisers' profits, (iii) awards of equity ("Units") in Davis Selected Advisers including Units, options on Units, and/or phantom Units, and
(iv) an incentive plan whereby Davis Selected Advisers purchases shares in selected funds managed by Davis Selected Advisers. At the end of specified periods, generally five-years following the date of purchase, some, all, or none of the fund shares will be registered in the employee's name based on fund performance after expenses on a pre-tax basis versus the S&P 500 Index and versus peer groups as defined by Morningstar or Lipper. Davis Selected Advisers' portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees.

Christopher Davis' annual compensation as an employee and general partner of Davis Selected Advisers consists of a base salary. Davis Selected Advisers' portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees.


DECLARATION MANAGEMENT & RESEARCH LLC
Short-Term Bond Trust
Bond Index Trust A
Bond Index Trust B
Active Bond Trust
Managed Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

The portfolio managers of the Active Bond Trust, Short-Term Bond Trust, Bond Index Trust A, Bond Index Trust B and Managed Trust are James E. Shallcross and Peter M. Farley. They are the persons primarily responsible for investing the Fund's assets on a daily basis. As of December 31, 2006, James E. Shallcross and Peter M. Farley served as portfolio managers for (a) 1 registered investment company with approximately $371 million in total net assets, (b) 2 other pooled investment vehicles with approximately $120 million in total net assets, and (c) approximately 18 other accounts with approximately $3,702 million in total net assets.

POTENTIAL CONFLICTS OF INTEREST

Each of the accounts managed by James E. Shallcross and Peter M. Farley seeks income and capital appreciation by investing primarily in a diversified mix of debt securities. While these accounts have many similarities, the investment performance of each account will be different due to differences in guidelines, fees, expenses and cash flows. Declaration has adopted compliance procedures to manage potential conflicts of interest such as allocation of investment opportunities and aggregated trading. None of the accounts pay Declaration an incentive based fee.

DESCRIPTION OF COMPENSATION STRUCTURE

The compensation of James E. Shallcross and Peter M. Farley as Declaration employees consists of (i) a competitive base salary, (ii) eligibility for a discretionary bonus pursuant to an incentive compensation plan contingent on company profitability and performance, (iii) a deferred, profit sharing plan which is designed to be an equity ownership substitute, and (iv) eligibility for marketing incentives pursuant to the incentive compensation plan.


DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
All Cap Core Trust
Dynamic Growth Trust
Real Estate Securities Trust
Global Real Estate Trust
Lifestyle Trusts

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (as of the Fund's most recent fiscal year end): None

ALL CAP CORE TRUST

Compensation of Portfolio Managers

The Trust has been advised that the subadvisor seeks to offer its investment professionals competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) base salaries, which are linked to job function, responsibilities and financial services industry peer comparison and (ii) variable compensation, which is linked to investment performance, individual contributions to the team and DWS Scudder's and Deutsche Bank's financial results. Variable compensation may include a cash bonus incentive and participation in a variety of long-term equity programs (usually in the form of Deutsche Bank equity).

Bonus and long-term incentives comprise a greater proportion of total compensation as an investment professional's seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive, including a bonus that is a multiple of their base salary. The amount of equity awarded under the long-term equity programs is generally based on the individual's total compensation package and may comprise from 0%-40% of the total compensation award. As incentive compensation increases, the percentage of compensation awarded in Deutsche Bank equity also increases. Certain senior investment professionals may be subject to a mandatory diverting of a portion of their equity compensation into proprietary mutual funds that they manage.

To evaluate its investment professionals, the subadvisor uses a Performance Management Process. Objectives evaluated by the process are related to investment performance and generally take into account peer group and benchmark related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets or exceeds clients' risk and return objectives. When determining total compensation, the subadvisor considers a number of quantitative and qualitative factors such as:

- DWS Scudder performance and the performance of Deutsche Asset Management, quantitative measures which include 1, 3 and 5 year pre-tax returns versus benchmark (such as the benchmark used in the prospectus) and appropriate peer group, taking into consideration risk targets. Additionally, the portfolio manager's retail/institutional asset mix is weighted, as appropriate for evaluation purposes.


- Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. In addition, the subadvisor assesses compliance, risk management and teamwork skills.

- Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and "living the values" of the subadvisor, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives.

In addition, the subadvisor analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance.

FUND OWNERSHIP OF PORTFOLIO MANAGERS

The following table shows the dollar range of shares owned beneficially and of record by each member of the Fund's portfolio management team in the Fund including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund's most recent fiscal year end.

     NAME OF         DOLLAR RANGE OF
PORTFOLIO MANAGER   FUND SHARES OWNED
-----------------   -----------------
Jin Chen                    0
Julie Abbett                0
Robert Wang                 0

CONFLICTS OF INTEREST

In addition to managing the assets of the Fund, the Fund's portfolio managers may have responsibility for managing other client accounts of the subadvisor or its affiliates. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. The tables also show the number of performance based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund's most recent fiscal year end.

OTHER SEC REGISTERED INVESTMENT COMPANIES MANAGED:

                                                      NUMBER OF
                     NUMBER OF    TOTAL ASSETS       INVESTMENT
                    REGISTERED    OF REGISTERED   COMPANY ACCOUNTS     TOTAL ASSETS OF
NAME OF PORTFOLIO   INVESTMENT     INVESTMENT     WITH PERFORMANCE      PERFORMANCE-
MANAGER              COMPANIES      COMPANIES         BASED FEE      BASED FEE ACCOUNTS
-----------------   ----------   --------------   ----------------   ------------------
Jin Chen                 4       $1,387,253,973           0                   0
Julie Abbett             4       $1,387,253,973           0                   0
Robert Wang             22       $6,489,379,197           0                   0


OTHER POOLED INVESTMENT VEHICLES MANAGED:

                                                                     NUMBER OF POOLED
                     NUMBER OF   TOTAL ASSETS                       INVESTMENT VEHICLE
                      POOLED       OF POOLED      ACCOUNTS WITH       TOTAL ASSETS OF
NAME OF PORTFOLIO   INVESTMENT    INVESTMENT    PERFORMANCE-BASED      PERFORMANCE-
MANAGER              VEHICLES      VEHICLES            FEE          BASED FEE ACCOUNTS
-----------------   ----------   ------------   -----------------   ------------------
Jin Chen                 0                  0            0                        0
Julie Abbett             0                  0            0                        0
Robert Wang              6       $294,394,561            1             $129,137,308

OTHER ACCOUNTS MANAGED:

                                                       NUMBER OF OTHER
                                                        ACCOUNTS WITH      TOTAL ASSETS OF
NAME OF PORTFOLIO      NUMBER OF     TOTAL ASSETS OF     PERFORMANCE-       PERFORMANCE-
MANAGER             OTHER ACCOUNTS    OTHER ACCOUNTS      BASED FEE      BASED FEE ACCOUNTS
-----------------   --------------   ---------------   ---------------   ------------------
Jin Chen                    5         $  822,475,020          0                       0
Julie Abbett                3         $  461,379,247          0                       0
Robert Wang                43         $6,273,622,683          2             $89,095,973

In addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The subadvisor has in place a Code of Ethics that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio managers and other "access persons" to invest in securities that may be recommended or traded in the Fund and other client accounts.

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

- Certain investments may be appropriate for the Fund and also for other clients advised by the subadvisor, including other client accounts managed by the Fund's portfolio management team. Investment decisions for the Fund 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. 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 the subadvisor 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 achieved for the Fund may differ from the results achieved for other clients of the subadvisor. 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 the subadvisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the subadvisor in the interest of achieving the most favorable net results to the Fund and the other clients.

- To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The subadvisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.


- In some cases, an apparent conflict may arise where the subadvisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The subadvisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the subadvisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

- The subadvisor and its affiliates and the investment team of the Fund manage other mutual funds and separate accounts on a long-only basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The subadvisor has adopted procedures that it believes are reasonably designed to mitigate these potential conflicts of interest. Included in these procedures are specific guidelines developed to ensure fair and equitable treatment for all clients whose accounts are managed by each Fund's portfolio management team. The subadvisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

The subadvisor is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the subadvisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the "Firm") are engaged in businesses and have interests other than managing asset management accounts, such other activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients' advisory accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the subadvisor's advisory clients. The subadvisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to the Fund's Board.

DYNAMIC GROWTH TRUST

Compensation of Portfolio Managers

The Fund has been advised that the subadvisor seeks to offer its investment professionals competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) base salaries, which are linked to job function, responsibilities and financial services industry peer comparison and (ii) variable compensation, which is linked to investment performance, individual contributions to the team and DWS Scudder's and Deutsche Bank's financial results. Variable compensation may include a cash bonus incentive and participation in a variety of long-term equity programs (usually in the form of Deutsche Bank equity).


Bonus and long-term incentives comprise a greater proportion of total compensation as an investment professional's seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive, including a bonus that is a multiple of their base salary. The amount of equity awarded under the long-term equity programs is generally based on the individual's total compensation package and may comprise from 0%-40% of the total compensation award. As incentive compensation increases, the percentage of compensation awarded in Deutsche Bank equity also increases. Certain senior investment professionals may be subject to a mandatory diverting of a portion of their equity compensation into proprietary mutual funds that they manage.

To evaluate its investment professionals, the subadvisor uses a Performance Management Process. Objectives evaluated by the process are related to investment performance and generally take into account peer group and benchmark related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets or exceeds clients' risk and return objectives. When determining total compensation, the subadvisor considers a number of quantitative and qualitative factors such as:

- DWS Scudder performance and the performance of Deutsche Asset Management, quantitative measures which include 1, 3 and 5 year pre-tax returns versus benchmark (such as the benchmark used in the prospectus) and appropriate peer group, taking into consideration risk targets. Additionally, the portfolio manager's retail/institutional asset mix is weighted, as appropriate for evaluation purposes.

- Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. In addition, the subadvisor assesses compliance, risk management and teamwork skills.

- Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and "living the values" of the subadvisor, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives.

In addition, the subadvisor analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance.

FUND OWNERSHIP OF PORTFOLIO MANAGER

The following table shows the dollar range of shares owned beneficially and of record by the Fund's portfolio manager in the Fund including investments by immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund's most recent fiscal year end.

     NAME OF         DOLLAR RANGE OF
PORTFOLIO MANAGER   FUND SHARES OWNED
-----------------   -----------------
Robert Janis                0


CONFLICTS OF INTEREST

In addition to managing the assets of the Fund, the Fund's portfolio manager may have responsibility for managing other client accounts of the subadvisor or its affiliates. The tables below show the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by the portfolio manager. The tables also show the number of performance based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund's most recent fiscal year end.

OTHER SEC REGISTERED INVESTMENT COMPANIES MANAGED:

                                                      NUMBER OF
                     NUMBER OF    TOTAL ASSETS       INVESTMENT
                    REGISTERED    OF REGISTERED   COMPANY ACCOUNTS    TOTAL ASSETS OF
NAME OF PORTFOLIO   INVESTMENT     INVESTMENT     WITH PERFORMANCE     PERFORMANCE-
MANAGER              COMPANIES      COMPANIES         BASED FEE      BASED FEE ACCOUNTS
-----------------   ----------   --------------   ----------------   ------------------
Robert Janis            5        $3,032,969,037           0                  0

OTHER POOLED INVESTMENT VEHICLES MANAGED:

                                                      NUMBER OF POOLED
                     NUMBER OF                       INVESTMENT VEHICLE
                      POOLED      TOTAL ASSETS OF       ACCOUNTS WITH       TOTAL ASSETS OF
NAME OF PORTFOLIO   INVESTMENT   POOLED INVESTMENT    PERFORMANCE-BASED      PERFORMANCE-
MANAGER              VEHICLES         VEHICLES               FEE          BASED FEE ACCOUNTS
-----------------   ----------   -----------------   ------------------   ------------------
Robert Janis            2            $1,869,191               0                   0

OTHER ACCOUNTS MANAGED:

                                                        NUMBER OF OTHER
                                                         ACCOUNTS WITH       TOTAL ASSETS OF
NAME OF PORTFOLIO     NUMBER OF      TOTAL ASSETS OF   PERFORMANCE-BASED      PERFORMANCE-
MANAGER             OTHER ACCOUNTS    OTHER ACCOUNTS          FEE          BASED FEE ACCOUNTS
-----------------   --------------   ---------------   -----------------   ------------------
Robert Janis               2           $173,240,802            0                    0

In addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The subadvisor has in place a Code of Ethics that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio manager and other "access persons" to invest in securities that may be recommended or traded in the Fund and other client accounts.

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

- Certain investments may be appropriate for the Fund and also for other clients advised by the subadvisor, including other client accounts managed by the Fund's portfolio management team.


Investment decisions for the Fund 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. 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 the subadvisor 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 achieved for the Fund may differ from the results achieved for other clients of the subadvisor. 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 the subadvisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the subadvisor in the interest of achieving the most favorable net results to the Fund and the other clients.

- To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The subadvisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.

- In some cases, an apparent conflict may arise where the subadvisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The subadvisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the subadvisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

- The subadvisor and its affiliates and the investment team of the Fund manage other mutual funds and separate accounts on a long-only basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The subadvisor has adopted procedures that it believes are reasonably designed to mitigate these potential conflicts of interest. Included in these procedures are specific guidelines developed to ensure fair and equitable treatment for all clients whose accounts are managed by the Fund's portfolio manager. The subadvisor has established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

The subadvisor is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the subadvisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the "Firm") are engaged in businesses and have interests other than managing asset management accounts, such other activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients' advisory accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the subadvisor's advisory clients. The subadvisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to the Fund's Board.


GLOBAL REAL ESTATE TRUST

Compensation of Portfolio Managers

The Fund has been advised that the subadvisor seeks to offer its investment professionals competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) base salaries, which are linked to job function, responsibilities and financial services industry peer comparison and (ii) variable compensation, which is linked to investment performance, individual contributions to the team and DWS Scudder's and Deutsche Bank's financial results. Variable compensation may include a cash bonus incentive and participation in a variety of long-term equity programs (usually in the form of Deutsche Bank equity).

Bonus and long-term incentives comprise a greater proportion of total compensation as an investment professional's seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive, including a bonus that is a multiple of their base salary. The amount of equity awarded under the long-term equity programs is generally based on the individual's total compensation package and may comprise from 0%-40% of the total compensation award. As incentive compensation increases, the percentage of compensation awarded in Deutsche Bank equity also increases. Certain senior investment professionals may be subject to a mandatory diverting of a portion of their equity compensation into proprietary mutual funds that they manage.

To evaluate its investment professionals, the subadvisor uses a Performance Management Process. Objectives evaluated by the process are related to investment performance and generally take into account peer group and benchmark related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets or exceeds clients' risk and return objectives. When determining total compensation, the subadvisor considers a number of quantitative and qualitative factors such as:

- DWS Scudder performance and the performance of Deutsche Asset Management, quantitative measures which include 1, 3 and 5 year pre-tax returns versus benchmark (such as the benchmark used in the prospectus) and appropriate peer group, taking into consideration risk targets. Additionally, the portfolio manager's retail/institutional asset mix is weighted, as appropriate for evaluation purposes.

- Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. In addition, the subadvisor assesses compliance, risk management and teamwork skills.

- Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and "living the values" of the subadvisor, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives.

In addition, the subadvisor analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each year as appropriate


to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance.

FUND OWNERSHIP OF PORTFOLIO MANAGERS

The following table shows the dollar range of shares owned beneficially and of record by each member of the Fund's portfolio management team in the Fund including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund's most recent fiscal year end.

     NAME OF         DOLLAR RANGE OF
PORTFOLIO MANAGER   FUND SHARES OWNED
-----------------   -----------------
Kurt Klauditz               0
John Vojticek               0
John Robertson              0
John Hammond                0
William Leung               0
Daniel Ekins                0

CONFLICTS OF INTEREST

In addition to managing the assets of the Fund, the Fund's portfolio managers may have responsibility for managing other client accounts of the subadvisor or its affiliates. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. The tables also show the number of performance based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund's most recent fiscal year end.

OTHER SEC REGISTERED INVESTMENT COMPANIES MANAGED:

                                                   NUMBER OF
                                                   INVESTMENT
                                                    COMPANY
                     NUMBER OF    TOTAL ASSETS      ACCOUNTS    TOTAL ASSETS OF
                    REGISTERED    OF REGISTERED       WITH        PERFORMANCE-
NAME OF PORTFOLIO   INVESTMENT     INVESTMENT     PERFORMANCE      BASED FEE
MANAGER              COMPANIES      COMPANIES      BASED FEE        ACCOUNTS
-----------------   ----------   --------------   -----------   ---------------
Kurt Klauditz            3       $  138,700,000        0               0
John Vojticek            7       $3,449,415,373        0               0
John Robertson           7       $3,449,415,373        0               0
John Hammond             2       $  138,700,000        0               0
William Leung            2       $  100,132,680        0               0
Daniel Ekins             1       $   33,127,497        0               0


OTHER POOLED INVESTMENT VEHICLES MANAGED:

                                                       NUMBER OF
                                                         POOLED
                                                       INVESTMENT
                     NUMBER OF                          VEHICLE      TOTAL ASSETS OF
                      POOLED      TOTAL ASSETS OF    ACCOUNTS WITH     PERFORMANCE-
NAME OF PORTFOLIO   INVESTMENT   POOLED INVESTMENT    PERFORMANCE-      BASED FEE
MANAGER              VEHICLES         VEHICLES         BASED FEE         ACCOUNTS
-----------------   ----------   -----------------   -------------   ---------------
Kurt Klauditz            1          $ 60,000,000           1           $60,000,000
John Vojticek            4          $347,362,248           2           $59,205,113
John Robertson           4          $347,362,248           2           $59,205,113
John Hammond             4          $116,700,000           2           $75,100,000
William Leung            2          $ 22,792,031           0                     0
Daniel Ekins             3          $565,902,330           0                     0

OTHER ACCOUNTS MANAGED:

                                                  NUMBER OF OTHER
                    NUMBER OF                      ACCOUNTS WITH      TOTAL ASSETS OF
NAME OF PORTFOLIO     OTHER     TOTAL ASSETS OF     PERFORMANCE-       PERFORMANCE-
MANAGER              ACCOUNTS    OTHER ACCOUNTS      BASED FEE      BASED FEE ACCOUNTS
-----------------   ---------   ---------------   ---------------   ------------------
Kurt Klauditz            0                    0          0                        0
John Vojticek           49       $5,911,423,925          3             $669,646,303
John Robertson          49       $5,911,423,925          3             $669,646,303
John Hammond             1       $   38,800,000          0                        0
William Leung            0                    0          0                        0
Daniel Ekins            12       $  923,168,552          2             $145,558,147

In addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The subadvisor has in place a Code of Ethics that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio managers and other "access persons" to invest in securities that may be recommended or traded in the Fund and other client accounts.

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

- Certain investments may be appropriate for the Fund and also for other clients advised by the subadvisor, including other client accounts managed by the Fund's portfolio management team. Investment decisions for the Fund 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. 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 the subadvisor 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 achieved for the Fund may differ from the results achieved for other clients of the subadvisor. 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 the subadvisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the subadvisor in the interest of achieving the most favorable net results to the Fund and the other clients.

- To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The subadvisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.

- In some cases, an apparent conflict may arise where the subadvisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The subadvisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the subadvisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

- The subadvisor and its affiliates and the investment team of the Fund manage other mutual funds and separate accounts on a long-only basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions(and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The subadvisor has adopted procedures that it believes are reasonably designed to mitigate these potential conflicts of interest. Included in these procedures are specific guidelines developed to ensure fair and equitable treatment for all clients whose accounts are managed by each Fund's portfolio management team. The subadvisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

The subadvisor is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the subadvisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment

management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the "Firm") are engaged in businesses and have interests other than managing asset management accounts, such other activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients' advisory accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the subadvisor's advisory clients. The subadvisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to the Fund's Board.

REAL ESTATE SECURITIES TRUST


COMPENSATION OF PORTFOLIO MANAGERS

The Fund has been advised that the subadvisor seeks to offer its investment professionals competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) base salaries, which are linked to job function, responsibilities and financial services industry peer comparison and (ii) variable compensation, which is linked to investment performance, individual contributions to the team and DWS Scudder's and Deutsche Bank's financial results. Variable compensation may include a cash bonus incentive and participation in a variety of long-term equity programs (usually in the form of Deutsche Bank equity).

Bonus and long-term incentives comprise a greater proportion of total compensation as an investment professional's seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive, including a bonus that is a multiple of their base salary. The amount of equity awarded under the long-term equity programs is generally based on the individual's total compensation package and may comprise from 0%-40% of the total compensation award. As incentive compensation increases, the percentage of compensation awarded in Deutsche Bank equity also increases. Certain senior investment professionals may be subject to a mandatory diverting of a portion of their equity compensation into proprietary mutual funds that they manage.

To evaluate its investment professionals, the subadvisor uses a Performance Management Process. Objectives evaluated by the process are related to investment performance and generally take into account peer group and benchmark related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets or exceeds clients' risk and return objectives. When determining total compensation, the subadvisor considers a number of quantitative and qualitative factors such as:

- DWS Scudder performance and the performance of Deutsche Asset Management, quantitative measures which include 1, 3 and 5 year pre-tax returns versus benchmark (such as the benchmark used in the prospectus) and appropriate peer group, taking into consideration risk targets. Additionally, the portfolio manager's retail/institutional asset mix is weighted, as appropriate for evaluation purposes.

- Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. In addition, the subadvisor assesses compliance, risk management and teamwork skills.

- Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and "living the values" of the subadvisor, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives.

In addition, the subadvisor analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance.


FUND OWNERSHIP OF PORTFOLIO MANAGERS

The following table shows the dollar range of shares owned beneficially and of record by each member of the Fund's portfolio management team in the Fund including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund's most recent fiscal year end.

NAME OF                DOLLAR RANGE OF
PORTFOLIO MANAGER     FUND SHARES OWNED
-----------------     -----------------
Asad Kazim (US)               0
Jerry Ehlinger (US)           0
John Vojticek (US)            0
John Robertson (US)           0

CONFLICTS OF INTEREST

In addition to managing the assets of the Fund, the Fund's portfolio managers may have responsibility for managing other client accounts of the subadvisor or its affiliates. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. The tables also show the number of performance based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund's most recent fiscal year end.

OTHER SEC REGISTERED INVESTMENT COMPANIES MANAGED:

                                                     NUMBER OF
                                                     INVESTMENT
                     NUMBER OF   TOTAL ASSETS OF       COMPANY     TOTAL ASSETS OF
                    REGISTERED      REGISTERED     ACCOUNTS WITH     PERFORMANCE-
NAME OF PORTFOLIO   INVESTMENT      INVESTMENT      PERFORMANCE       BASED FEE
MANAGER              COMPANIES      COMPANIES        BASED FEE        ACCOUNTS
-----------------   ----------   ---------------   -------------   ---------------
Asad Kazim               6        $3,278,926,411         0                0
Jerry Ehlinger           6        $3,278,926,411         0                0
John Vojticek            7        $3,414,875,077         0                0
John Robertson           7        $3,414,875,077         0                0

OTHER POOLED INVESTMENT VEHICLES MANAGED:

                                                     NUMBER OF
                                                       POOLED
                                                     INVESTMENT
                     NUMBER OF   TOTAL ASSETS OF      VEHICLE      TOTAL ASSETS OF
                      POOLED          POOLED       ACCOUNTS WITH     PERFORMANCE-
NAME OF PORTFOLIO   INVESTMENT      INVESTMENT      PERFORMANCE-      BASED FEE
MANAGER              VEHICLES        VEHICLES        BASED FEE         ACCOUNTS
-----------------   ----------   ---------------   -------------   ---------------
Asad Kazim               4         $347,362,248          2           $59,205,113
Jerry Ehlinger           4         $347,362,248          2           $59,205,113


John Vojticek            4         $347,362,248          2           $59,205,113
John Robertson           4         $347,362,248          2           $59,205,113

OTHER ACCOUNTS MANAGED:

                                                  NUMBER OF OTHER
                    NUMBER OF                      ACCOUNTS WITH      TOTAL ASSETS OF
NAME OF PORTFOLIO     OTHER     TOTAL ASSETS OF     PERFORMANCE-       PERFORMANCE-
MANAGER              ACCOUNTS    OTHER ACCOUNTS      BASED FEE      BASED FEE ACCOUNTS
-----------------   ---------   ---------------   ---------------   ------------------
Asad Kazim              49       $5,911,423,925          3             $669,646,303
Jerry Ehlinger          49       $5,911,423,925          3             $669,646,303
John Vojticek           49       $5,911,423,925          3             $669,646,303
John Robertson          49       $5,911,423,925          3             $669,646,303

In addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The subadvisor has in place a Code of Ethics that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio managers and other "access persons" to invest in securities that may be recommended or traded in the Fund and other client accounts.

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

- Certain investments may be appropriate for the Fund and also for other clients advised by the subadvisor, including other client accounts managed by the Fund's portfolio management team. Investment decisions for the Fund 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. 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 the subadvisor 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 achieved for the Fund may differ from the results achieved for other clients of the subadvisor. 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 the subadvisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the subadvisor in the interest of achieving the most favorable net results to the Fund and the other clients.

- To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The subadvisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.


- In some cases, an apparent conflict may arise where the subadvisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The subadvisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the subadvisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

- The subdvisor and its affiliates and the investment team of the Funds manage other mutual funds and separate accounts on a long-only basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions(and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The subadvisor has adopted procedures that it believes are reasonably designed to mitigate these potential conflicts of interest. Included in these procedures are specific guidelines developed to ensure fair and equitable treatment for all clients whose accounts are managed by each Fund's portfolio management team. The subadvisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

The subadvisor is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the subadvisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the "Firm") are engaged in businesses and have interests other than managing asset management accounts, such other activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients' advisory accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the subadvisor's advisory clients. The subadvisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to the Fund's Board.


DIMENSIONAL FUND ADVISORS

International Small Company Trust
Emerging Markets Value Trust

PORTFOLIO MANAGERS

In accordance with the team approach used to manage the International Small Cap Trust (the "Portfolio"), the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee of Dimensional Funds Advisors LP (formerly, Dimensional Fund Advisers Inc.) ("Dimensional"). The portfolio managers and portfolio traders also make daily decisions regarding the Portfolio, including running buy and sell programs based on the parameters established by the Investment Committee. Karen E. Umland coordinates the efforts of all portfolio managers with respect to international equity portfolios. For this reason, Dimensional has identified Ms. Umland as primarily responsible for coordinating the day-to-day management of the Portfolio.

INVESTMENTS IN EACH PORTFOLIO

As of December 31, 2006, neither Ms. Umland nor her immediate family held any ownership interests in the Portfolio.

DESCRIPTION OF COMPENSATION STRUCTURE

Dimensional's portfolio managers receive a base salary and a bonus. Compensation of a portfolio manager is determined by Dimensional and is based on a portfolio manager's experience, responsibilities, the perception of the quality of his or her work efforts and other subjective factors. The compensation of portfolio managers is not directly based upon the performance of the Portfolio or other accounts that they manage. Dimensional reviews the compensation of each portfolio manager annually. Each portfolio manager's compensation consists of the following:

- BASE SALARY. Each portfolio manager is paid a base salary. Dimensional considers the factors described above to determine each portfolio manager's base salary.

- SEMI-ANNUAL BONUS. Each portfolio manager may receive a semi-annual bonus. The bonus is based on the factors described above.

Portfolio managers may be awarded the right to purchase restricted shares of Dimensional's stock as determined from time to time by the Board of Directors of Dimensional or its delegees. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all Dimensional employees.

OTHER MANAGED ACCOUNTS

In addition to the Portfolio, Ms. Umland oversees the daily management of (i) other U.S. registered investment companies advised or sub-advised by Dimensional, (ii) other pooled investment vehicles that are not U.S. registered mutual funds and (iii) other accounts managed for organizations and individuals. The following table sets forth information regarding the total accounts for which Ms. Umland has primary oversight responsibility.

NUMBER OF ACCOUNTS MANAGED AND TOTAL ASSETS BY CATEGORY
AS OF DECEMBER 31, 2006

- 24 U.S. registered mutual funds with approximately $36,870 million in total assets under management.


- 4 unregistered pooled investment vehicles with approximately $576 million in total assets under management.

- 7 other accounts with approximately $2,896 million in total assets under management.

(None of the accounts have performance based fees.)

POTENTIAL CONFLICT OF INTEREST

Actual or apparent conflicts of interest may arise when a portfolio manager has primary day-to-day oversight responsibilities with respect to multiple accounts. In addition to the Portfolio, these accounts may include registered mutual funds, other unregistered pooled investment vehicles, and other accounts managed for organizations and individuals ("Accounts"). An Account may have similar investment objectives to the Portfolio, or may purchase, sell or hold securities that are eligible to be purchased, sold or held by the Portfolio. Actual or apparent conflicts of interest include:

- Time Management. The management of the Portfolio and/or Accounts may result in a portfolio manager devoting unequal time and attention to the management of the Portfolio and/or Accounts. Dimensional seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most Accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Portfolio.

- Investment Opportunities. It is possible that at times identical securities will be held by the Portfolio and one or more Accounts. However, positions in the same security may vary and the length of time that the Portfolio or an Account may choose to hold its investment in the same security may likewise vary. If a portfolio manager identifies a limited investment opportunity that may be suitable for the Portfolio and one or more Accounts, the Portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across the Portfolio and other eligible Accounts. To deal with these situations, Dimensional has adopted procedures for allocating portfolio transactions across the Portfolio and other Accounts.

- Broker Selection. With respect to securities transactions for the Portfolio, Dimensional determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain Accounts (such as separate accounts), Dimensional 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, Dimensional or its affiliates may place separate, non-simultaneous, transactions for the Portfolio and another Account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Portfolio or an Account.

- Performance-Based Fees. For some Accounts, Dimensional may be compensated based on the profitability of the Account, such as by a performance-based management fee. These incentive compensation structures may create a conflict of interest for Dimensional with regard to Accounts where Dimensional is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where Dimensional might share in investment gains.

- Client Service Responsibilities. A conflict may arise where a portfolio manager receives a commission for servicing a client in that the portfolio manager may have an incentive to favor the Account of that client over the Portfolio or Accounts that the portfolio manager manages.

- Investment in a Portfolio. A portfolio manager or his/her relatives may invest in an Account that he or she manages, and a conflict may arise where he or she may therefore have an incentive to


treat an Account in which the portfolio manager or his/her relatives invest preferentially as compared to the Portfolio or other Accounts for which they have portfolio management responsibilities

Dimensional has adopted certain compliance procedures that are reasonably designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.


FRANKLIN ADVISERS, INC.

Income Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):
None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

                                                 TOTAL ASSETS
                                                  MANAGED IN
NAME OF PORTFOLIO        TYPE OF               ACCOUNT (US MIL)
MANAGER                  ACCOUNT      NUMBER       12/31/06
-----------------    --------------   ------   ----------------
Edward Perks, CFA    Registered
                     Investment
                     Company            9          $61,002.5

                     Other Pooled
                     Investments        3          $   828.2

                     Other Accounts     0          $       0

Charles B. Johnson   Registered
                     Investment
                     Company            5          $58,230.5

                     Other Pooled
                     Investments        2          $   827.4

                     Other Accounts     0          $       0

None of these accounts pay a performance based advisory fee.

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures helps to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

DESCRIPTION OF ANY MATERIAL CONFLICTS

The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund.


Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The structure of a portfolio manager's compensation may give rise to potential conflicts of interest. A portfolio manager's base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager's marketing or sales efforts and his or her bonus.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

The manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

COMPENSATION FOR THE FISCAL YEAR COMPLETED DECEMBER 31, 2006

The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The structure of a portfolio manager's compensation may give rise to potential conflicts of interest. A portfolio manager's base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager's marketing or sales efforts and his or her bonus.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

The manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.


COMPENSATION FOR THE FISCAL YEAR COMPLETED DECEMBER 31, 2006

The manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager's level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager's compensation consists of the following three elements:

BASE SALARY - Each portfolio manager is paid a base salary.

ANNUAL BONUS - Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund's shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the manager and/or other officers of the manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

- Investment performance. Primary consideration is given to the historic investment performance of all accounts managed by the portfolio manager over the 1, 3 and 5 preceding years measured against risk benchmarks developed by the fixed income management team. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

- Non-investment performance. The more qualitative contributions of the portfolio manager to the manager's business and the investment management team, including business knowledge, productivity, customer service, creativity, and contribution to team goals, are evaluated in determining the amount of any bonus award.

- Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the manager's appraisal.

ADDITIONAL LONG-TERM EQUITY-BASED COMPENSATION Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.


FRANKLIN MUTUAL ADVISERS, INC.

Mutual Shares Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):
None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

                                                 TOTAL ASSETS
                                                  MANAGED IN
NAME OF PORTFOLIO        TYPE OF               ACCOUNT (US MIL)
MANAGER                  ACCOUNT      NUMBER       12/31/06
-----------------    --------------   ------   ----------------
Peter Langerman,     Registered
CFA                  Investment
                     Company             4         $27,127.5

                     Other Pooled
                     Investments         3         $ 3,141.9

                     Other Accounts      0         $       0

F. David Segal,      Registered
CFA                  Investment
                     Company             4         $27,127.5

                     Other Pooled
                     Investments         3         $ 3,141.9

                     Other Accounts      0         $       0

Deborah A. Turner,   Registered
CFA                  Investment
                     Company             4         $27,127.5

                     Other Pooled
                     Investments         3         $ 3,141.9

                     Other Accounts      0         $       0

None of these accounts pay a performance based advisory fee.

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures helps to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

DESCRIPTION OF ANY MATERIAL CONFLICTS

The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in


connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The structure of a portfolio manager's compensation may give rise to potential conflicts of interest. A portfolio manager's base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager's marketing or sales efforts and his or her bonus.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

The manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

COMPENSATION FOR THE FISCAL YEAR COMPLETED DECEMBER 31, 2006

The manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager's level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager's compensation consists of the following three elements:

BASE SALARY

Each portfolio manager is paid a base salary.

ANNUAL BONUS

Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund's shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the manager and/or other officers of the manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

- Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio


manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

- Non-investment performance. The more qualitative contributions of a portfolio manager to the manager's business and the investment management team, including business knowledge, contribution to team efforts, mentoring of junior staff, and contribution to the marketing of the Funds, are evaluated in determining the amount of any bonus award.

- Research. Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time.

- Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the manager's appraisal.

Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

Peter Langerman, as the Chief Investment Officer of the Manager, may participate in a separate bonus opportunity that is linked to the achievement of certain objectives, such as team development, defining the research and investment management process and maintaining cost efficiencies.


GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC ("GMO")

Growth Trust
Growth Opportunities Trust
International Growth Trust
Intrinsic Value Trust
Managed Trust
U.S. Multi Sector Trust
Value Opportunities Trust
U.S. Core Trust
International Core Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS

The information provided is as of the date of December 31, 2006.

                  REGISTERED INVESTMENT COMPANIES
                 MANAGED (INCLUDING NON-GMO MUTUAL   OTHER POOLED INVESTMENT VEHICLES      SEPARATE ACCOUNTS MANAGED
                  FUND SUBADVISORY RELATIONSHIPS)          MANAGED (WORLD-WIDE)                  (WORLD-WIDE)
                 ---------------------------------   --------------------------------   ------------------------------
                   Number of                           Number of                        Number of
SENIOR MEMBER       accounts      Total assets          accounts      Total assets       accounts      Total assets
-------------      ---------   -------------------     ---------   -----------------    ---------   ------------------
Thomas Hancock         11       $17,625,856,949.07         5       $2,299,424,328.46        34      $10,593,865,523.89
Sam Wilderman          25       $21,327,937,215.49         6       $1,931,424,594.07        23      $ 3,317,199,633.95

                  REGISTERED INVESTMENT COMPANIES
                 MANAGED FOR WHICH GMO RECEIVES A    OTHER POOLED INVESTMENT VEHICLES     SEPARATE ACCOUNTS MANAGED
                 PERFORMANCE-BASED FEE (INCLUDING     MANAGED (WORLD-WIDE) FOR WHICH           (WORLD-WIDE) FOR
                  NON-GMO MUTUAL FUND SUBADVISORY    GMO RECEIVES A PERFORMANCE-BASED         WHICH GMO RECEIVES
                          RELATIONSHIPS)                            FEE                    A PERFORMANCE-BASED FEE
                 --------------------------------    --------------------------------   ------------------------------
                   Number of                           Number of                        Number of
                    accounts      Total assets          accounts      Total assets       accounts      Total assets
                   ---------   ------------------      ---------   -----------------    ---------   ------------------
Thomas Hancock         0                        0          0                       0        6        $1,993,630,374.41
Sam Wilderman          3        $4,692,176,003.23          5       $1,909,281,015.28        7        $1,534,334,311.05

The information provided is as of December 31, 2006.


DESCRIPTION OF MATERIAL CONFLICTS: Whenever a portfolio manager manages other accounts, including accounts that pay higher fees or accounts that pay performance-based fees, potential conflicts of interest exist, including potential conflicts between the investment strategy of the fund and the investment strategy of the other accounts and potential conflicts in the allocation of investment opportunities between the fund and such other accounts. GMO believes several factors limit the conflicts between the Fund and other similar stock accounts managed by the Fund's portfolio management team or individual members of the team. First, discipline and constraints are imposed because the investment programs of the Fund and other similar accounts are determined based on quantitative models. Second, all portfolio management team members are aware of and abide by GMO's trade allocation procedures, which seek to ensure fair allocation of investment opportunities among all accounts. Performance attribution with full transparency of holdings and identification of contributors to gains and losses act as important controls on conflicts that might otherwise exist. Performance dispersion among accounts employing the same investment strategy but with different fee structures is periodically examined by the Fund's portfolio management team and GMO's Investment Analysis team to ensure that any divergence in expected performance is adequately explained by differences in the client's investment guidelines and timing of cash flows.

DESCRIPTION OF THE STRUCTURE OF, AND THE METHOD USED TO DETERMINE, THE COMPENSATION OF EACH MEMBER OF THE FUND'S PORTFOLIO MANAGEMENT TEAM: The senior member of the Fund's portfolio management team is a member (partner) of GMO. Compensation for the senior member consists of a base salary, a partnership interest in the firm's profits and possibly an additional, discretionary, bonus. Compensation does not disproportionately reward outperformance by higher fee/performance fee products. GMO's Compensation Committee sets the senior member's base salary taking into account current industry norms and market data to ensure that the base salary is competitive. The Compensation Committee also determines the senior member's partnership interest, taking into account the senior member's contribution to GMO and GMO's mission statement. A discretionary bonus may be paid to recognize specific business contributions and to ensure that the total level of compensation is competitive with the market. Because each member's compensation is based on his individual performance, GMO does not have a typical percentage split among base salary, bonus and other compensation. Partnership interests in GMO are the primary incentive for senior level persons to continue employment at GMO. GMO believes that partnership interests provide the best incentive to maintain stability of portfolio management personnel.


INDEPENDENCE INVESTMENT LLC
Growth & Income Trust
Small Cap Trust

PORTFOLIO MANAGERS. The Portfolio Managers of the portfolios are as follows:

Growth & Income Trust: John C. Forelli, Jay C. Leu

Small Cap Trust: Charles S. Glovsky

Under Other Accounts Managed. As of December 31, 2006, Charles S. Glovsky served as portfolio manager for (i) 3 other registered investment companies with approximately $541 million in total net assets, (ii) four pooledinvestment vehicles with approximately $58 million in total net assets, and approximately 42 other accounts with approximately $697 million in net assets.

As of December 31, 2006, John C. Forelli served as portfolio manager for (i) two other registered investment companies with approximately $320 million in total net assets, (ii) two other pooled investment vehicles with approximately $314 million in net assets, and approximately 21 other accounts with approximately $2.3 billion in total net assets.

As of December 31, 2006, Jay C. Leu served as portfolio manager for (i) two other registered investment companies with approximately $320 million in total net assets, (ii) two other pooled investment vehicles with approximately $314 million in net assets, and approximately 26 other accounts with approximately $2. billion.

Potential Conflicts of Interest . Each of the accounts managed by Charles S. Glovsky uses a bottom up selection process that focuses on stocks of statistically undervalued yet promising companies that are believed likely to show improving fundamental prospects with identifiable catalysts for change. Each invests primarily in equity securities issued by small or mid capitalization companies. While these accounts have many similarities, the investment performance of accounts with similar strategies will be different due to differences in guidelines, fees, expenses and cash flows. Independence has adopted compliance procedures to manage potential conflicts of interest such as allocation of investment opportunities and aggregated trading. None of the accounts managed by Charles Glovsky pays Independence an incentive based fee.

Each of the accounts managed by John C. Forelli and Jay C. Leu seeks income and/or long-term capital appreciation by selecting stocks believed to have improving fundamentals and attractive valuations. They are invested primarily in equity securities issued by large capitalization companies. While these accounts have many similarities, the investment performance of accounts with similar strategies will be different due to differences in guidelines, fees, expenses and cash flows. Independence has adopted compliance procedures to manage potential conflicts of interest such as allocation of investment opportunities and aggregated trading. One account managed by John Forelli pays an incentive based fee.

Compensation of Portfolio Managers. Independence has adopted a system of compensation for portfolio managers and others involved in the investment process that seeks to align the financial interests of the investment professionals with both those of Independence, through incentive payments based in part upon the Independence's financial performance, and also those of their clients and the shareholders of the funds they manage, through incentive payments based in part upon the relative investment performance of those accounts. As such, generally, Independence's compensation arrangements with investment professionals are determined on the basis of the investment professional's overall services to Independence and not solely on the basis of specific funds or accounts managed by the investment professional.


Charles S. Glovskyis eligible to receive the following types of compensation as an Independence employee (i) a competitive base salary, (ii) a bonus payable from Independence's Annual Incentive Plan (iii) an additional bonus pursuant to a signed employment agreement between Independence and Mr. Glovsky (iv) payments resulting from equity ownership, and (v) e marketing incentives pursuant to the then applicable Independence plan.

John C. Forelli and Jay C. Leu are eligible to receive the following types of compensation as Independence employees (i) a competitive base salary, (ii) a bonus payable from Independence's Annual Incentive Plan, (iii) payments resulting from equity ownership, and (iv) marketing incentives pursuant to thethen applicable Independence plan.

Under theAnnual Incentive Plan, investment professionals are eligible to receive an annual bonus, which is contingent in part on the attainment of certain professional and organizational goalsAny bonus under the plan is completely discretionary. Company profitability and investment performance are among the factors generally used in determining the size of the overall bonus pool and/or the particular bonuses paid to individual portfolio managers under the plan.

Ownership of Trust Shares.

Charles S. Glovsky does not own any shares of the Small Cap Trust.

Neither John C. Forelli nor Jay C. Leu own any shares of the Growth & Income Trust.


JENNISON ASSOCIATES LLC
Capital Appreciation Trust

PORTFOLIO MANAGERS:

Michael A. Del Balso, Spiros Segalas and Kathleen A. McCarragher are the portfolio managers of the Trust. Mr. Del Balso generally has final authority over all aspects of the Trust's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and management of cash flows.

MICHAEL A. DEL BALSO joined Jennison in May 1972 and is a Managing Director of Jennison. He is also Jennison's Director of Research for Growth Equity. Mr. Del Balso graduated from Yale University in 1966 and received his M.B.A. from Columbia University in 1968. He is a member of The New York Society of Security Analysts, Inc. Mr. Del Balso has managed the Trust since November 2000.

SPIROS SEGALAS was a founding member of Jennison in 1969 and is currently a Director, President and Chief Investment Officer of Jennison. He received his B.A. from Princeton University in 1955 and is a member of The New York Society of Security Analysts, Inc. Mr. Segalas has managed the Trust since November 2000.

KATHLEEN A. MCCARRAGHER joined Jennison in May 1998 and is a Managing Director of Jennison. She is also Jennison's Head of Growth Equity. Prior to joining Jennison, she was employed at Weiss, Peck & Greer L.L.C. for six years as a Managing Director and Director of Large Cap Growth Equities. Ms. McCarragher graduated summa cum laude from the University of Wisconsin with a B.B.A. in 1977 and received her M.B.A. from Harvard Business School in 1982. Ms. McCarragher has managed the Trust since November 2000.

The portfolio managers for the Trust are supported by other Jennison portfolio managers, research analysts and investment professionals. Jennison typically follows a team approach in providing such support to the portfolio managers. The teams are generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to review the portfolio holdings and discuss purchase and sales activity of all accounts in the particular product strategy. Team members provide research support, make securities recommendations and support the portfolio managers in all activities. Members of the team may change from time to time.

Other Accounts Managed:
Information as of December 29, 2006

MICHAEL A. DEL BALSO

                                                 Market Value
                         Market                 of Performance     Number of
                         Value      Number of    Fee Accounts     Performance
Account Type          (Thousands)    Accounts     (Thousands)     Fee Accounts
------------          -----------   ---------   --------------   -------------
Registered             8,479,832        12             0               0
Investment
Companies

Other Pooled           1,471,773         5             0               0
Investment Vehicles

Other Accounts*        1,317,590        17             0               0


* Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

SPIROS SEGALAS

                                                  Market Value
                         Market                  of Performance     Number of
                        Value##     Number of     Fee Accounts+    Performance
Account Type          (Thousands)   Accounts##     (Thousands)    Fee Accounts+
------------          -----------   ----------   --------------   -------------
Registered             18,878,170       16                0             0
Investment
Companies

Other Pooled              347,199        2                0             0
Investment Vehicles

Other Accounts          2,874,390        9           95,618             2

## Excludes performance fee accounts.

+ The portfolio manager only manages a portion of the accounts subject to a performance fee. The market value shown reflects the portion of those accounts managed by the portfolio manager.

KATHLEEN A. MCCARRAGHER

                                                 Market Value
                         Market                 of Performance     Number of
                         Value      Number of    Fee Accounts     Performance
Account Type          (Thousands)    Accounts     (Thousands)     Fee Accounts
------------          -----------   ---------   --------------   -------------
Registered             8,067,433        12             0               0
Investment
Companies

Other Pooled             383,938         3             0               0
Investment Vehicles

Other Accounts         5,542,050        48             0               0

POTENTIAL CONFLICTS OF INTEREST:

In managing other portfolios (including affiliated accounts), certain potential conflicts of interest may arise. Potential conflicts include, for example, conflicts among investment strategies, conflicts in the allocation of investment opportunities, or conflicts due to different fees. As part of its compliance program, Jennison has adopted policies and procedures that seek to address and minimize the effects of these conflicts.

Jennison's portfolio managers typically manage multiple accounts. These accounts may include, among others, mutual funds, separately managed advisory accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), commingled trust accounts, affiliated single client and commingled insurance separate accounts, model nondiscretionary portfolios, and model portfolios used for wrap fee programs. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may recommend the purchase (or sale) of certain securities for one portfolio and not another portfolio. Securities purchased in one


portfolio may perform better than the securities purchased for another portfolio. Similarly, securities sold from one portfolio may result in better performance if the value of that security declines. Generally, however, portfolios in a particular product strategy (e.g., large cap growth equity) with similar objectives are managed similarly. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in a strategy that have similar objectives, which tend to minimize the potential for conflicts of interest. While these accounts have many similarities, the investment performance of each account will be different primarily due to differences in guidelines, timing of investments, fees, expenses and cash flows.

Furthermore, certain accounts (including affiliated accounts) in certain investment strategies may buy or sell securities while accounts in other strategies may take the same or differing, including potentially opposite, position. For example, certain strategies may short securities that may be held long in other strategies. The strategies that sell a security short held long by another strategy could lower the price for the security held long. Similarly, if a strategy is purchasing a security that is held short in other strategies, the strategies purchasing the security could increase the price of the security held short. Jennison has policies and procedures that seek to mitigate, monitor and manage this conflict.

In addition, Jennison has adopted trade aggregation and allocation procedures that seek to treat all clients (including affiliated accounts) fairly and equitably. These policies and procedures address the allocation of limited investment opportunities, such as IPOs and the allocation of transactions across multiple accounts. Some accounts have higher fees, including performance fees, than others. These differences may give rise to a potential conflict that a portfolio manager may favor the higher fee-paying account over the other or allocate more time to the management of one account over another. While Jennison does not monitor the specific amount of time that a portfolio manager spends on a single portfolio, senior Jennison personnel periodically review the performance of Jennison's portfolio managers as well as periodically assess whether the portfolio manager has adequate resources to effectively manage the accounts assigned to that portfolio manager. Jennison also believes that its compensation structure tends to mitigate this conflict.

PORTFOLIO MANAGER COMPENSATION:

Jennison seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which includes portfolio managers and research analysts, and to align the interests of its investment professionals with that of its clients and overall firm results. Overall firm profitability determines the total amount of incentive compensation pool that is available for investment professionals. Investment professionals are compensated with a combination of base salary and discretionary cash bonus. In general, the cash bonus comprises the majority of the compensation for investment professionals.

Investment professionals' total compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. There is no particular weighting or formula for considering the factors. Some portfolio managers or analysts may manage or contribute ideas to more than one product strategy and are evaluated accordingly. The factors considered for an investment professional whose primary role is portfolio management will differ from an investment professional who is a portfolio manager with research analyst responsibilities.

The following factors will be reviewed for each portfolio manager:

[ ] One and three year pre-tax investment performance of groupings of accounts (a "Composite") relative to pre-determined passive indices, such as the Russell 1000(R) Growth Index and Standard & Poor's 500 Composite Stock Price Index, and industry peer group data for the product strategy (e.g., large cap growth, large cap value) for which the portfolio manager is responsible;

[ ] Historical and long-term business potential of the product strategies;

[ ] Qualitative factors such as teamwork and responsiveness; and

[ ] Other factors such as experience and other responsibilities such as being a team leader or


supervisor may also affect an investment professional's total compensation.

SECURITIES OWNERSHIP:

None of the portfolio managers own shares of the Capital Appreciation Trust.


LEGG MASON CAPITAL MANAGEMENT, INC.
Core Equity Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

As of December 31, 2006, Ms. Gay served as portfolio manager for six registered investment companies with $3.8 billion in total assets and twenty other pooled investment vehicles with $9 billion in total assets. One of the pooled investment vehicles, with assets of $311 million, has a performance based advisory fee.

POTENTIAL CONFLICTS OF INTEREST

The portfolio manager has day-to-day management responsibility for multiple accounts, which may include mutual funds, separately managed advisory accounts, commingled trust accounts, offshore funds, and insurance company separate accounts. The management of multiple accounts by the portfolio manager may create the potential for conflicts to arise. For example, even though all accounts in the same investment style are managed similarly, the portfolio manager make investment decisions for each account based on the investment guidelines, cash flows, and other factors that the manager believes are applicable to that account. Consequently, the portfolio manager may purchase (or sell) the same security for multiple accounts at different times. A portfolio manager may also manage accounts whose style, objectives, and policies differ from those of the Fund. 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, if an account were to sell a significant position in a security, that sale could cause the market price of the security to decrease, while the Fund maintained its position in the security. A potential conflict may also arise when a portfolio manager is responsible for accounts that have different advisory fees - the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities of limited availability. This conflict may be heightened where an account is subject to a performance-based fee. A portfolio manager's personal investing may also give rise to potential conflicts of interest. Legg Mason Capital Management, Inc. has adopted brokerage, trade allocation, personal investing and other policies and procedures that it believes are reasonably designed to address the potential conflicts of interest described above.

DESCRIPTION OF COMPENSATION STRUCTURE

The Portfolio manager is paid a fixed base salary and a bonus. Bonus compensation is reviewed annually and is determined by a number of factors, including the total value of the assets, and the growth in assets, managed by the Portfolio manager (these are a function of performance, retention of assets, and flows of new assets), the Portfolio manager's contribution to the investment manager's research process, and trends in industry compensation levels and practices.

The Portfolio manager is also eligible to receive other employee benefits, including, but not limited to, health care and other insurance benefits, participation in the Legg Mason, Inc. 401(k) and profit sharing program, and participation in other Legg Mason, Inc. deferred compensation plans.


LORD, ABBETT & CO. LLC
All Cap Value Trust
Mid Cap Value Trust

INVESTMENT MANAGERS

As stated in the Prospectus, Lord, Abbett & Co. LLC ("Lord Abbett") uses a team of investment managers and analysts acting together to manage the investments of All Cap Value Trust and Mid Cap Value Trust (each, a "Trust" and collectively, the "Trusts").

Robert P. Fetch and Howard E. Hansen head the All Cap Value Trust team and are primarily and jointly responsible for the day-to-day management of All Cap Value Trust.

Edward K. von der Linde heads the team of Mid Cap Value Trust team and the other senior member is Howard Hansen. Messrs. von der Linde and Hansen are primarily and jointly responsible for the day-to-day management of Mid Cap Value Trust.

The following table indicates for each Fund as of December 31, 2006: (1) the number of other accounts managed by each investment manager who is primarily and/or jointly responsible for the day-to-day management of that Fund within certain categories of investment vehicles; and (2) the total assets in such accounts managed within each category. For each of the categories in the table below, a footnote to the table provides the number of accounts and the total assets in such accounts with respect to which the management fee is based on the performance of the account. The Registered Investment Companies category includes those U.S. registered investment companies (i.e., mutual funds) that are managed or sub-advised by Lord Abbett, including funds underlying variable annuity contracts and variable life insurance policies offered through insurance companies. The Other Pooled Investment Vehicles category includes collective investment funds, offshore funds and domestic non-registered investment vehicles. Lord Abbett does not manage any hedge funds. The Other Accounts category includes Retirement and Benefit Plans (including both defined contribution and defined benefit plans) sponsored by various corporations and other entities, individually managed institutional accounts of various corporations, other entities and individuals and separately managed accounts in so-called wrap fee programs sponsored by financial intermediaries unaffiliated with Lord Abbett. The data shown below are approximate.

                                REGISTERED INVESTMENT     OTHER POOLED INVESTMENT
                                      COMPANIES                   VEHICLES                 OTHER ACCOUNTS
                             -------------------------   -------------------------   -------------------------
              PORTFOLIO      NUMBER OF    TOTAL ASSETS   NUMBER OF    TOTAL ASSETS   NUMBER OF    TOTAL ASSETS
 TRUST      MANAGER NAME      ACCOUNTS   (IN MILLIONS)    ACCOUNTS   (IN MILLIONS)    ACCOUNTS   (IN MILLIONS)
-------   ----------------   ---------   -------------   ---------   -------------   ---------   -------------
ALL CAP   Robert P. Fetch         4        $  7,486.1        1           $230.8       1,009**      $2,875.9
 VALUE    Howard E. Hansen       12        $ 16,796.2        2           $266.5       3,117**      $2,688.4**

MID CAP   Edward K.
 VALUE    von der Linde          11        $ 14,255.8        1           $ 35.7       3,106        $1,853.9
          Howard E. Hansen       12        $16,655.60        2           $266.5       3,117**      $2,688.4**

* Included in the number of accounts ands total assets are 2 accounts with respect to which the management fee for each such account is based on the performance of the account; such accounts total approximately $545 million in total assets, or less than 1% of Lord Abbett's total assets under management.


** Included in the number of accounts and total assets is 1 account with respect to which the management fee is based on the performance of the account; such account totals $451 million in total assets, or less than 1% of Lord Abbett's total assets under management.

Conflicts of interest may arise in connection with the investment manager's management of the Funds' investment portfolios and the investments of the other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the Funds and other accounts with similar investment objectives and policies. An investment manager potentially could use information concerning a Fund's transactions to the advantage of other accounts and to the detriment of the Fund. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures, including Policies and Procedures for Evaluating Best Execution of Equity Transactions and Trading Practices/Best Execution Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett's Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest with the interests of Lord Abbett's clients including the Funds. Moreover, Lord Abbett's Statement of Policy and Procedures on Receipt and Use of Inside Information sets forth procedures for personnel to follow when they have inside (i.e., nonpublic) information. Lord Abbett is not affiliated with any full service broker-dealer and, therefore, does not execute any Fund transactions through such as entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the investment managers' management of the Funds' investment portfolios and the investments of the other accounts referenced in the table above.

COMPENSATION OF INVESTMENT MANAGERS

Lord Abbett compensates its investment managers on the basis of salary, bonus and profit sharing plan contributions. The levels of compensation takes into account the investment manager's experience, reputation and competitive market rates.

Fiscal year-end bonuses, which can. be a substantial percentage of compensation, are determined after an evaluation of various factors. These factors include the investment manager's investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns and similar factors. Investment results are evaluated based on an assessment of the investment manager's three- and five-year investment returns on a pre-tax basis versus both the appropriate style benchmarks and the appropriate peer group rankings. Finally, a component of the bonus reflects the leadership and management of the investment team. The evaluation does not follow a formulaic approach, but ratter is reached following a review of these factors. No part of the bonus payment is based on the investment manager's assets under management, the revenues generated by those assets or the profitability of the investment manager's unit. Lord Abbett may designate a bonus payment of a manager for participation in the firm's senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plan's earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses investment managers on the impact their fund's performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates.

Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to an investment manager's profit-sharing account are based on a percentage of the investment manager's total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett sponsored funds.

HOLDINGS OF INVESTMENT MANAGERS


The following table indicates for each Fund the dollar range of shares beneficially owned by each investment manager who is primarily and/or jointly responsible for the day-to-day management of that Fund. The information is as of December 31, 2006. This table includes the value of shares beneficially owned by such investment managers through 401(k) plans and certain other plans or accounts, if any.

             PORTFOLIO               $1 --    $10,001 --   $50,001 --     $100,001    $500,001 --      OVER
TRUST       MANAGER NAME     NONE   $10,000     $50,000     $100,000    -- $500,000    $1,000,000   $1,000,000
-----     ----------------   ----   -------   ----------   ----------   -----------   -----------   ----------
ALL CAP
 VALUE    Robert P. Fetch      X       --         --           --            --            --           --
          Howard E. Hansen     X       --         --           --            --            --           --

  MID
  CAP     EDWARD K.
 VALUE    von der Linde        X       --         --           --            --            --           --
          Howard E.
          Hansen               X       --         --           --            --            --           --


MARSICO CAPITAL MANAGEMENT , LLC
International Opportunities Trust

PORTFOLIO MANAGER DISCLOSURE

1. For any portfolio managed by a team or committee, the name of each committee member (or if there are more than five, the five persons with the most significant responsibility). In addition, appropriate five-year biographical information for each member of the committee disclosed should be provided in accordance with Item 5 of Form N-1A.

James G. Gendelman is the portfolio manager of the John Hancock Trust International Opportunities Trust. Prior to joining Marsico Capital in May of 2000, Mr. Gendelman spent thirteen years as a Vice President of International Sales for Goldman, Sachs & Co. He holds a bachelor's degree in Accounting from Michigan State University and a MBA in Finance from the University of Chicago. Mr. Gendelman was a certified public accountant for Ernst & Young from 1983 to 1985.

2. For each portfolio manager for the Trust, please provide the following in accordance with Item 15 of Form N-1A:

a. Other Accounts Managed. The number of other accounts managed within each of the following categories and the total assets in the accounts managed within each category (a) registered investment companies, (b) other pooled investment vehicles, and
(c) other accounts (as defined in Item 15).

As of December 31, 2006, Mr. Gendelman managed: (a) 18 other registered investment companies with total assets of $9,855,015,000, (b) 0 accounts for other pooled investment vehicles with total assets of $0, and (c) 10 other accounts with total assets of $1,182,128,000.

b. Number of Accounts and Total Assets. For each of the categories in a. above, the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account.

Mr. Gendelman managed no accounts that are subject to a fee under which compensation was based on a share of the capital gains upon or capital appreciation of the account.

c. Material Conflicts. A description of any material conflicts of interest that may arise in connection with the portfolio manager's management of the fund's investment, on the one hand, and the investments of the other accounts list in a. above , on the other. (This description would include, for example, material conflicts between the investment strategy on the fund and the investment strategy of other accounts managed by the portfolio manager and material conflicts in allocation of investment opportunities between the fund and other accounts managed by the portfolio manager.

Portfolio managers at MCM typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations, and accounts managed on behalf of individuals), and commingled trust accounts. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment


considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio, or may take similar actions for different portfolios at different times. As a result, the mix of securities purchased in one portfolio may perform better than the mix of securities purchased for another portfolio. Similarly, the sale of securities from one portfolio may cause that portfolio to perform better than others if the value of those securities decline.

Potential conflicts of interest may also arise when allocating and/or aggregating trades. MCM often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under MCM's trade management policy and procedures, when trades are aggregated on behalf of more than one account, such transactions will be allocated to all participating client accounts in a fair and equitable manner. With respect to IPOs and other syndicated or limited offerings, it is MCM's policy to seek to ensure that over the long term, accounts with the same or similar investment objectives will receive an equitable opportunity to participate meaningfully and will not be unfairly disadvantaged. To deal with these situations, MCM has adopted policies and procedures for allocating transactions across multiple accounts. MCM's policies also seek to ensure that portfolio managers do not systematically allocate other types of trades in a manner that would be more beneficial to one account than another. MCM's compliance department monitors transactions made on behalf of multiple clients to seek to ensure adherence to its policies.

As discussed above, MCM has adopted and implemented policies and procedures that seek to minimize potential conflicts of interest that may arise as a result of a portfolio manager advising multiple accounts. In addition, MCM monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of securities, and compliance with its Code of Ethics.

d. Portfolio Manager Compensation. The structure of, and the method used to determine the compensation of each portfolio manager.

MCM's portfolio managers are generally subject to the compensation structure applicable to all MCM employees. As such, Mr. Gendelman's compensation consists of a base salary (reevaluated at least annually), and periodic cash bonuses. Bonuses are typically based on two primary factors: (1) MCM's overall profitability for the period, and (2) individual achievement and contribution.

Portfolio manager compensation takes into account, among other factors, the overall performance of all accounts for which the manager provides investment advisory services. Portfolio managers do not receive special consideration based on the performance of particular accounts. Exceptional individual efforts are rewarded through greater participation in the bonus pool. Portfolio manager compensation comes solely from MCM.

Although MCM may compare account performance with relevant benchmark indices, portfolio manager compensation is not directly tied to achieving any pre-determined or specified level of performance. In order to encourage a long-term time horizon for managing portfolios, MCM seeks to evaluate the portfolio manager's individual performance over periods longer than the immediate compensation period. In addition, portfolio managers are compensated based on other criteria, including effectiveness of leadership within MCM's Investment Team, contributions to MCM's overall investment performance, discrete securities analysis, and other factors.

In addition to his salary and bonus, Mr. Gendelman may participate in other MCM benefits to the same extent and on the same basis as other MCM employees.


e. Ownership of Securities. For each portfolio manager state the dollar range of equity securities Fund (s) beneficially owned by the portfolio manager using the ranges noted in Item 15.

None. (MCM's Code of Ethics does not permit covered employees, including portfolio managers, to invest in mutual funds sub-advised by MCM.)


MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS")
Utilities Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

                         Registered Investment     Other Pooled Investment
                               Companies                  Vehicles                   Other Accounts
                       ------------------------   --------------------------   -------------------------
                       Number of                  Number of                    Number of
Portfolio Manager       Accounts   Total Assets    Accounts    Total Assets     Accounts    Total Assets
-----------------      ---------   ------------   ---------   --------------   ---------   -------------
                                                Utilities Trust
Maura A. Shaughnessy        5      $5.1 billion       0             n/a               0         n/a
Robert D. Persons          13      $9.4 billion       2       $360.9 million          1    $20.9 million

POTENTIAL CONFLICTS OF INTEREST

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager's management of both the Fund and other accounts and has adopted policies and procedures designed to address such potential conflicts.

The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances there may be securities which are suitable for the Fund's portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. A Fund's trade allocation policies may give rise to conflicts of interest if the Fund's orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of the Fund's investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

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 by MFS to be fair and 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 Fund is concerned. In most cases, however, MFS believes that the Fund's ability to participate in volume transactions will produce better executions for the Fund.

MFS does not receive a performance fee for its management of the Fund. As a result, MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund-for instance, those that pay a higher advisory fee and/or have a performance fee.

DESCRIPTION OF COMPENSATION STRUCTURE

Portfolio manager total cash compensation is a combination of base salary and performance bonus:

- Base Salary - Base salary represents a smaller percentage of portfolio manager total cash compensation (generally below 33%) than incentive compensation.


- Performance Bonus - Generally, incentive compensation represents a majority of portfolio manager total cash compensation. The performance bonus is based on a combination of quantitative and qualitative factors, with more weight given to the former (generally over 60%) and less weight given to the latter.

- The quantitative portion is based on pre-tax performance of all of the accounts managed by the portfolio manager (which includes the Fund and any other accounts managed by the portfolio manager) over a one-, three- and five-year period relative to the appropriate Lipper peer group universe and/or one or more benchmark indices with respect to each account. Primary weight is given to fund performance over a three-year time period with lesser consideration given to fund performance over one- and five-year periods (adjusted as appropriate if the portfolio manager has served for shorter periods).

- The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts and traders) and management's assessment of overall portfolio manager contributions to investor relations and the investment process (distinct from fund and other account performance).

Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests and/or options to acquire equity interests in MFS or its parent company are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process and other factors.

Finally, portfolio managers are provided with a benefits package including a defined contribution plan, health coverage and other insurance, which are available to other employees of MFS on substantially similar terms. The percentage such benefits represent of any portfolio manager's compensation depends upon the length of the individual's tenure at MFS and salary level as well as other factors.


MFC GLOBAL INVESTMENT MANAGEMENT (U.S.), LLC

Absolute Return Trust
Active Bond Trust
Strategic Income Trust
Emerging Growth Trust
High Income Trust
Small Cap Intrinsic Value Trust

PORTFOLIO MANAGERS AND OTHER ACCOUNTS MANAGED. The Portfolio Managers of the Active Bond Trust are Howard C. Greene, Benjamin A. Matthews and Barry H. Evans. As of December 31, 2006, each portfolio manager managed the following other accounts:

PORTFOLIO MANAGER                            OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
       NAME                  FUND                       (AS OF DECEMBER 31, 2006)
-----------------            ----            -----------------------------------------------
Barry H. Evans      Active Bond Trust        Registered Investment Companies: SIX (6) FUNDS
                                             with total assets of $3.9 BILLION.

                                             Pooled Investment Vehicles: TWO (2) FUNDS with
                                             total assets of $102.6 million

                                             Accounts: ONE HUNDERED TWENTY-ONE (121)
                                             ACCOUNTS with total assets of approximately
                                             $206.6 MILLION.

Howard C. Greene    Active Bond Trust        Registered Investment Companies: FOUR (4) FUNDS
                                             with total assets of $1.7 BILLION.

                                             Pooled Investment Vehicles: NONE

                                             Accounts: TWENTY (20) ACCOUNTS with total
                                             assets of approximately $4.7 BILLION.

Jeffrey N. Given    Active Bond Trust        Registered Investment Companies: SIX (6) FUNDS
                                             with total assets of $2.1 BILLION.

                                             Pooled Investment Vehicles: NONE

                                             Accounts: TWENTY (20) ACCOUNTS with total
                                             assets of approximately $4.7 BILLION.

MFC Global (U.S.) does not generally receive a fee based upon the investment performance of the accounts reflected in the table above.

The portfolio managers of the Strategic Income Trust are: Daniel S. Janis, III and John F. Iles. As of December 31, 2006, each portfolio manager managed the following other accounts:

PORTFOLIO MANAGER                            OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
       NAME                  FUND                       (AS OF DECEMBER 31, 2006)
-----------------            ----            -----------------------------------------------
Barry H. Evans      Strategic Income Trust   Registered Investment Companies: SIX (6) FUNDS
                                             with total assets of $3.9 BILLION.

                                             Pooled Investment Vehicles: TWO (2) FUNDS with
                                             total assets of $102.6 million


                                             Accounts: ONE HUNDERED TWENTY-ONE (121)
                                             ACCOUNTS with total assets of approximately
                                             $206.6 MILLION.

Daniel S. Janis,    Strategic Income Trust   Registered Investment Companies: ONE (1) FUND
III                                          with total assets of approximately $1.3
                                             BILLION.

                                             Pooled Investment Vehicles: TWO (2) ACCOUNTS
                                             WITH TOTAL ASSETS OF APPROXIMATELY $102.6
                                             MILLION.

                                             Accounts: FOUR (4) ACCOUNTS with total assets
                                             of approximately $760.3 MILLION.

John F. Iles        Strategic Income Trust   Registered Investment Companies: TWO (2) FUND
                                             with total assets of approximately $1.6
                                             BILLION.

                                             Pooled Investment Vehicles: TWO (2) ACCOUNTS
                                             with total assets of approximately $102.6
                                             MILLION.

                                             Accounts: TWO (2) ACCOUNTS with total assets of
                                             approximately $365.5 MILLION.

MFC Global (U.S.) does not generally receive a fee based upon the investment performance of the accounts reflected in the table above.

The portfolio managers of the Emerging Growth Trust are: Alan E. Norton and Henry E. Mehlman. As of December 31, 2006, each portfolio manager managed the following other accounts:

PORTFOLIO MANAGER                            OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
       NAME                  FUND                       (AS OF DECEMBER 31, 2006)
-----------------            ----            -----------------------------------------------
Alan E. Norton      Emerging Growth Trust    Registered Investment Companies: THREE (3)
                                             FUNDS with total assets of approximately $886
                                             MILLION.

                                             Pooled Investment Vehicles: NONE

                                             Accounts: (SIX 6) ACCOUNTS with total assets of
                                             approximately $222.2 MILLION.

Henry E. Mehlman    Emerging Growth Trust    Registered Investment Companies: THREE (3)
                                             FUNDS with total assets of approximately $886
                                             MILLION.

                                             Pooled Investment Vehicles: NONE

                                             Accounts: SIX (6) ACCOUNTS with total assets of
                                             approximately $222.2 MILLION.

The portfolio manager of the High Income Trust is: Arthur N. Calavritinos, CFA. As of December 31, 2006, Mr. Calavritinos managed the following other accounts:


PORTFOLIO MANAGER                            OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
       NAME                  FUND                       (AS OF DECEMBER 31, 2006)
-----------------            ----            -----------------------------------------------
Arthur N.           High Income Trust        Registered Investment Companies: One (1) FUND
Calavritinos                                 with total assets of approximately $1.1
                                             BILLION.

                                             Pooled Investment Vehicles: NONE

                                             Accounts: TWO (2) ACCOUNTS WITH TOTAL ASSETS OF
                                             APPROXIMATELY $222.2 MILLION.

MFC Global (U.S.) does not generally receive a fee based upon the investment performance of the accounts reflected in the table above.

Potential Conflicts of Interest. 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. The principal types of potential conflicts of interest that may arise are discussed below. For the reasons outlined below, MFC Global (U.S.) does not believe that any material conflicts are likely to arise out of a portfolio manager's responsibility for the management of the fund as well as one or more other accounts. MFC Global (U.S.) has adopted procedures that are intended to monitor compliance with the policies referred to in the following paragraphs. Generally, the risks of such conflicts of interests are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. MFC Global (U.S.) has structured its compensation arrangements in a manner that is intended to limit such potential for conflicts of interests. See "Compensation of Portfolio Managers" below.

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 on the initial public offering. MFC Global (U.S.) 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.

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 made 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 volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security for more than one account, MFC Global (U.S.)'s policies 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. There are some types of accounts as to which bunching may not be possible 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, MFC Global (U.S.) will place the order in a manner intended to result in as favorable a price as possible for such client.

A portfolio manager could 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 portfolio manager's bonus achieve the best possible


performance to the possible detriment of other accounts. Similarly, if MFC Global (U.S.) receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager's compensation. The investment performance on specific accounts is not a factor in determining the portfolio manager's compensation. See "Compensation of Portfolio Managers" below. MFC Global (U.S.) receives a performance-based fee with respect to one of the accounts managed by the portfolio managers of Active Bond Fund.

A portfolio manager could 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 an investment partnership 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. MFC Global (U.S.) imposes certain trading restrictions and reporting requirements for accounts in which a portfolio manager or certain family members have a personal interest in order to confirm that such accounts are not favored over other accounts.

If the different accounts 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 trading pattern may disadvantage either the account that is long or short. In making portfolio manager assignments, MFC Global (U.S.) seeks to avoid such potentially conflicting situations. 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.

Structure of Compensation. MFC Global (U.S.) has adopted a system of compensation for portfolio managers and others involved in the investment process that is applied systematically among investment professionals At MFC Global (U.S.), the structure of compensation of investment professionals is currently comprised of the following basic components: base salary and an annual investment bonus plan, as well as customary benefits that are offered generally to all full-time employees of MFC Global (U.S.). A limited number of senior portfolio managers, who serve as officers of both MFC Global (U.S.) and its parent company, may also receive options or restricted stock grants of common shares of Manulife Financial. The following describes each component of the compensation package for the individuals identified as a portfolio manager for the fund.

BASE SALARY. Base compensation is fixed and normally reevaluated on an annual basis. MFC Global (U.S.) seeks to set compensation at market rates, taking into account the experience and responsibilities of the investment professional.

INVESTMENT BONUS PLAN. Only investment professionals are eligible to participate in the Investment Bonus Plan. Under the plan, investment professionals are eligible for an annual bonus. The plan is intended to provide a competitive level of annual bonus compensation that is tied to the investment professional achieving superior investment performance and aligns the financial incentives of MFC Global (U.S.) and the investment professional. Any bonus under the plan is completely discretionary, with a maximum annual bonus that may be well in excess of base salary. While the amount of any bonus is discretionary, the following factors are generally used in determining bonuses under the plan:

INVESTMENT PERFORMANCE: The investment performance of all accounts managed by the investment professional over one and three- year periods are considered. The pre-tax performance of each account is measured relative to an appropriate peer group benchmark (for example a Morningstar large cap growth peer group if the fund invests primarily in large cap stocks with a growth strategy). With respect to fixed income accounts, relative yields are also used to measure performance.


THE PROFITABILITY OF MFC Global (U.S.): The profitability of MFC Global (U.S.) and its parent company are also considered in determining bonus awards, with greater emphasis placed upon the profitability of MFC Global (U.S.).

NON-INVESTMENT PERFORMANCE The more intangible contributions of an investment professional to MFC Global (U.S.) business, including the investment professional's support of sales activities, new fund/strategy idea generation, professional growth and development, and management, where applicable, are evaluating in determining the amount of any bonus award.

OPTIONS AND STOCK GRANTS. A limited number of senior investment professionals may receive options to purchase shares of Manulife stock. Generally, such option would permit the investment professional to purchase a set amount of stock at the market price on the date of grant. The option can be exercised for a set period (normally a number of years or until termination of employment) and the investment professional would exercise the option if the market value of Manulife stock increases. Some investment professionals may receive restricted stock grants, where the investment professional is entitle to receive the stock at no or nominal cost, provided that the stock is forgone if the investment professional's employment is terminated prior to a vesting date.

MFC Global (U.S.) also permits investment professionals to participate on a voluntary basis in a deferred compensation plan, under which the investment professional may elect on an annual basis to defer receipt of a portion of their compensation until retirement. Participation in the plan is voluntary. No component of the compensation arrangements for the investment professionals involves mandatory deferral arrangements.

While the profitability of John MFC Global (U.S.) and the investment performance of the accounts that the investment professionals maintain are factors in determining an investment professional's overall compensation, the investment professional's compensation is not linked directly to the net asset value of any fund.

Ownership of Trust Shares. Neither Howard C. Greene, Benjamin A. Matthews and Barry H. Evans own any shares of the Active Bond Trust. Neither Frederick L. Cavanaugh, Jr., Daniel S. Janis, III and John F. Iles own any shares of the Strategic Income Trust. Neither Alan Norton or Henry Mehlman owns any shares of the Emerging Growth Trust.


MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
("MFC GLOBAL")

Index 500 Trust
Index 500 Trust B
Mid Cap Index Trust
Total Stock Market Index Trust
Index Allocation Trust
Small Cap Index Trust
Money Market Trust
Money Market Trust B
Pacific Rim Trust
Quantitative All Cap Trust
Quantitative Mid Cap Trust
Quantitative Value Trust
Absolute Return Trust
Lifestyle Trust
Founding Allocation Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH TRUST MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

                                                                  Total                                  Total
                        Registered     Assets       Pooled       Assets                                  Assets
                        Investment     Managed    Investment     Managed                    Assets      Managed
        Trust             Company       ($ US       Vehicle       ($ US        Other       Managed       ($ US
       Manager           Accounts     millions)    Accounts     millions)     Accounts      ($ US      millions)
       -------          ----------   ----------   ----------   ----------   -----------   ---------   -----------
                               (Worldwide)              (Worldwide)         (Worldwide)   millions)   (Worldwide)
Carson Jen &
Narayan Ramani               8         $  5313         4          $ 502          10         $ 1177      $  6992

Pauline Dan                  3         $   243                                                          $   243

Harpreet Singh, Chris
Hensen & Brett Hryb&         4         $1452.7         3          $86.1           1         $778.0      $2316.8

Rhonda Chang &
Noman Ali                    4         $ 305.9         1          $ 1.9                                 $ 307.8

Steve Orlich                12         $ 43514                                   21         $ 4186      $ 47700

 Maralyn Kobayashi
& Faisal Rahman              5         $  4366         1          $ 3.5           1         $  4.5      $  4374

Mark Schmeer                 1         $   5.5                                                          $   5.5

POTENTIAL CONFLICTS OF INTEREST


Portfolio managers at MFC Global may manage numerous portfolios or accounts and as a result, actual or apparent conflicts of interest may arise. The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. MFC Global does not track the time a portfolio manager spends on a single portfolio, however, MFC Global will regularly assess whether a portfolio manager has adequate time and resources to effectively manage all of the accounts for which he or she is responsible. MFC Global seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline.

Conflicts of interest may also arise when allocating and/or aggregating trades. Although a portfolio manager will make investment determinations for a portfolio independently from the investment determinations made by them for any other portfolio, investments may be deemed appropriate for more than one portfolio. In such circumstances, MFC Global may determine that orders for the purchase or sale of the same security for more than one portfolio should be combined. In this event, the transactions will be priced and allocated in a manner deemed to be equitable and in the best interests of all portfolios participating in the transaction.

MFC Global has implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts. In addition, MFC Global monitors a variety of other matters, including compliance with a portfolio or account's investment guidelines and compliance with MFC Global's Code of Ethics.

DESCRIPTION OF COMPENSATION STRUCTURE

MFC Global portfolio managers receive a competitive compensation package that consists of base salary, performance based bonus and a Manulife share ownership plan. The magnitude of the performance-based bonus is based upon the investment performance of all accounts managed by the portfolio manager over a one-year period. The pre-tax performance of each account is measured relative to an appropriate peer group benchmark (for example a Morningstar large cap growth peer group if the fund invests primarily in large cap stocks with a growth strategy). The amount of the performance based bonus and participation in equity ownership also reflects the seniority and role of each portfolio manager. MFC Global seeks to ensure retention of portfolio managers through competitive compensation that rewards both individual and team performance. In order to be competitive in the industry, the overall compensation package is targeted at the top of the second quartile against our competitors as deemed through industry surveys.

To ensure ongoing competitiveness, total compensation for investment professionals is compared to external asset management organizations on an annual basis, as a minimum; any adjustments to base pay or annual incentive design are made at that time. Annual Incentive Plan (AIP) bonus targets range from 10% to 80% of base salary determined by function, grade level and competitive practice, and can reach a maximum of 250% of bonus target depending on company, divisional, individual and portfolio performance. Stock Option Plan is available for Vice Presidents and above. Restricted Share Unit Grants are available for Assistant Vice Presidents, Vice Presidents and above. Grants issued are dependent upon an individual's long term performance, retention risk, future potential and market conditions.

Ownership of Trust Shares. None of the portfolio managers own shares of any of the portfolios they manage.


MORGAN STANLEY INVESTMENT MANAGEMENT (VAN KAMPEN)
Value Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

James Gilligan managed 18 mutual funds with a total of approximately $37.1 billion in assets; no pooled investment vehicles other than mutual funds; and 4 other accounts (which include separate accounts managed under certain "wrap fee programs") with a total of approximately $633 million in assets.

James Roeder managed 18 mutual funds with a total of approximately $34.2 billion in assets; no pooled investment vehicles other than mutual funds; and 4 other accounts (which include separate accounts managed under certain "wrap fee programs") with a total of approximately $633 million in assets.

Thomas Bastian managed 18 mutual funds with a total of approximately $34.2 billion in assets; no pooled investment vehicles other than mutual funds; and 4 other accounts (which include separate accounts managed under certain "wrap fee programs") with a total of approximately $633 million in assets.

Sergio Marcheli managed 18 mutual funds with a total of approximately $34.2 billion in assets; no pooled investment vehicles other than mutual funds; and 4 other accounts (which include separate accounts managed under certain "wrap fee programs") with a total of approximately $633 million in assets.

Thomas R. Cooper managed 4 mutual funds with a total of approximately $1.6 billion in assets; no pooled investment vehicles other than mutual funds; and 4 other accounts (which include separate accounts managed under certain "wrap fee programs") with a total of approximately $633 million in assets.

Mark Laskin managed 1 mutual funds with a total of approximately $200 million in assets; no pooled investment vehicles other than mutual funds; and 4 other accounts (which include separate accounts managed under certain "wrap fee programs") with a total of approximately $633 million in assets.

POTENTIAL CONFLICTS OF INTEREST

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, the Sub-Adviser may receive fees from certain accounts that are higher than the fee it receives from the Value Trust, 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 Value Trust. In addition, a conflict of interest could exist to the extent the Sub-Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Sub-Adviser's employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Sub-Adviser manages accounts that engage in short sales of securities of the type in which the Value Trust invests, the Sub-Adviser could be seen as harming the performance of the Value Trust for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. The Sub-Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

DESCRIPTION OF COMPENSATION STRUCTURE


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.

BASE SALARY COMPENSATION. Generally, portfolio managers receive base salary compensation based on the level of their position with the Sub-Adviser.

DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio managers may receive discretionary compensation.

Discretionary compensation can include:

- Cash Bonus.

- Morgan Stanley's Long Term Incentive Compensation 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 the Sub-Adviser or its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a 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 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 the Sub-Adviser 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 the Sub-Adviser.

- 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.


MUNDER CAPITAL MANAGEMENT
Small Cap Opportunities Trust

PORTFOLIO MANAGEMENT TEAM. John P. Richardson, Julie R. Hollinshead and Robert E. Crosby of Munder are co-managers for the Small Cap Opportunities Trust. The following table lists the number and types of other accounts managed by each individual and assets under management in those accounts as of December 31, 2006:

              Registered                    Pooled
              Investment                  Investment                                                Total
 Portfolio     Company         Assets       Vehicle       Assets        Other       Assets         Assets
  Manager      Accounts       Managed      Accounts       Managed     Accounts      Managed       Managed*
 ---------    ----------   ------------   ----------   ------------   --------   ------------   ------------
                           ($ millions)                ($ millions)              ($ millions)   ($ millions)
John P.            6          2,448.8          17         1,021.3         20          95.4         3,565.5
Richardson

Julie R.           6          2,448.8          19           801.3         13          78.7         3,328.8
Hollinshead

Robert E.          8          2,54635          24           850.6         30         175.9         3,573.1
Crosby

* If an account has a co-portfolio manager, the total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice. In addition, the sum of assets managed in each category may not add to the total due to rounding.

PORTFOLIO MANAGEMENT CONFLICTS OF INTEREST. As indicated in the table above, Munder's personnel may be part of portfolio management teams serving numerous accounts for multiple clients of Munder and of its subsidiary Pierce Street Advisors, LLC ("Pierce Street"). These client accounts may include registered investment companies, other types of pooled accounts (e.g., hedge funds, private funds or collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers, research analysts and trading desk personnel (collectively, "portfolio management teams"), may provide services for clients of both Munder and Pierce Street simultaneously. A summary of certain potential conflicts of interest is provided below. Please note, however, that this summary is not intended to describe every possible conflict of interest that members of the portfolio management teams may face.

- POTENTIAL CONFLICTS RELATING TO THE INTERESTS OF PORTFOLIO MANAGEMENT TEAMS AND THE MUNDER: Munder and/or Pierce Street may receive differential compensation from different advisory clients (e.g., some clients, such as hedge funds, may pay higher management fees than are paid by other advisory clients and/or incentive compensation based on the investment performance of the clients) and each advisory client may be more or less profitable to Munder or Pierce Street than other advisory clients (e.g., clients also may demand different levels of service or have larger, smaller or multiple relationships with Munder and/or its affiliates). Munder and Pierce Street may compensate portfolio management team personnel differently depending on the nature of the a client's account (e.g., personnel participating in the portfolio management process for hedge funds and other incentive fee accounts may receive compensation that reflects, at least in part, the revenues generated by, including the incentive fees paid by, those funds and other accounts to reward superior performance). Portfolio management team personnel also may make personal investments in accounts (including hedge funds) they manage or support.

If other advisory clients utilize a management fee structure that could result in higher fees or are otherwise possibly more profitable relationships for Munder and/or Pierce Street than the Fund, or if the management of such clients could result in potentially higher compensation to the portfolio management team members ("Advisor Compensatory Accounts"), or if the portfolio management


teams makes personal investments in certain client accounts (such as hedge funds), the portfolio management team members may have the incentive to direct a disproportionate amount of: (i) their attention;
(ii) limited investment opportunities, such as less liquid securities or initial public offerings; and/or (iii) desirable trade allocations, to such accounts. The portfolio manager also may have an incentive to trade Adviser Compensatory Accounts or personal investments before (i.e., front run) or after the Fund in order to seek to take advantage of the potential upward or downward pressure on the market price of certain investments resulting from the Fund's trading activity. In addition, if the portfolio management team engages in short sales of securities for Advisor Compensatory Accounts or personal investments that are contemporaneously owned by other client accounts, the portfolio management team's use of short sales may be harmful to the performance of other clients that own that security.

- POTENTIAL CONFLICTS RELATING TO MANAGING MULTIPLE ADVISED ACCOUNTS:
Even if there is no financial or other advantage to members of the portfolio management team or Munder, portfolio management teams managing assets for multiple clients must make decisions that could be deemed to benefit some clients more than others, or benefit some clients to the detriment of others. For example, a portfolio management team managing assets using different investment strategies will need to allocate limited resources, such as their attention, investment opportunities and/or desirable trade allocations, among clients with different or competing interests. In addition, a portfolio manager may be in a position to make an investment that is appropriate for one client, but not appropriate for or against the interests of another client. For example, certain clients may seek more speculative investments that would not be appropriate for some other clients.

Although Munder does not track the time or attention each portfolio manager devotes to his or her advisory accounts, Munder does monitor the performance of all client accounts and periodically assesses whether each portfolio manager has adequate resources to effectively manage all of the accounts for which he or she is responsible.

Munder and Pierce Street have adopted and implemented numerous compliance policies and procedures, including Codes of Ethics, brokerage and trade allocation policies and procedures and conflicts of interest procedures, which seek to address the conflicts associated with managing multiple accounts for multiple clients. Munder also has established an Investment Conflicts Committee to oversee potential issues relating to conflicts of interest that Munder, Pierce Street and the portfolio management teams may face. In addition, Munder and Pierce Street each have a designated Chief Compliance Officer (selected in accordance with the federal securities laws) as well as dedicated compliance staff whose activities are focused on monitoring the compliance policies and procedures of Munder or Pierce Street, as applicable, in order to detect and address potential and actual conflicts of interest. Furthermore, senior personnel of Munder periodically review the performance of all portfolio managers. However, there can be no assurance that the Investment Conflicts Committee and the compliance programs of the Munder or Pierce Street will achieve their intended result.

PORTFOLIO MANAGEMENT TEAM COMPENSATION. The compensation package for all members of Munder's portfolio management team has historically consisted of three elements: fixed base salary; short-term incentive in the form of an annual bonus; and long-term incentive in the form of company equity interests. Certain portfolio managers may also receive variable bonus compensation or performance-based fees. Munder also provides a competitive benefits package, including health and welfare benefits and retirement benefits in the form of a 401(k) plan.

Munder strives to offer industry-competitive salaries based on the skills and experience of the portfolio manager as well as responsibilities of the position. Salaries are compared at least annually with investment industry benchmark compensation surveys.

Members of Munder's portfolio management team are eligible to earn a performance bonus. Bonuses for all members of a portfolio management team are influenced by the profitability of the firm and the performance of the aggregate group of accounts managed by the team. Target bonuses for portfolio


managers typically range from 50 to 150% of base salary. Target bonuses for equity analysts typically range from 20 to 100% of base salary. Actual bonuses for all personnel, however, are completely discretionary and can be as low as 0% and range as high as 200% or more of salary. In determining portfolio manager bonuses, Munder considers a variety of factors, including qualitative elements such as leadership, team interaction and results, client satisfaction, and overall contribution to the firm's success, as well as the profitability of the firm and the performance of the aggregate group of accounts managed by the portfolio manager. With respect to each account managed by the portfolio manager, performance is measured relative to that account's benchmark index for the most recent one-year and three-year periods. Determination of equity analyst bonuses also involves consideration of a variety of factors, including performance of individual security recommendations, team performance relative to applicable benchmarks, as well as qualitative elements such as team interaction, growth, and overall contribution to the firm's success. The applicable benchmark for the Small Cap Opportunities Trust is the Russell 2000 Value Index.

Certain portfolio managers are eligible to receive variable bonus compensation based on fees received by Munder for all accounts managed by the portfolio manager pursuant to a specific investment style. In certain instances, such compensation is conditioned upon a minimum asset level in the investment discipline. In certain instances, such compensation is based on the investment performance of accounts managed by such portfolio manager pursuant to a specific investment style, provided the performance of the related investment style composite exceeds the performance of the related index on a compound annual basis over a stated period.

Members of the portfolio management teams were historically eligible for long-term incentives in the form of options to purchase shares of Munder Group LLC, an employee-owned minority partner of Munder Capital Management. These long-term incentive plans effectively expired in late 2004 and early 2005. Effective January 2, 2007, key members of Munder's portfolio management teams are eligible for long-term incentives in the form of restricted shares of Munder Capital Holdings, LLC, the majority partner of Munder Capital Management. Restricted shares typically vest ratably over a three-year period. The restricted share grants provide incentive to retain key personnel and serve to align portfolio managers' interests with those of Munder directly, and, indirectly, the accounts managed by Munder.

PORTFOLIO MANAGER FUND OWNERSHIP. The dollar range of equity securities beneficially owned by Munder portfolio managers in the Small Cap Opportunities Trust as of December 31, 2006 is as follows:

                       Dollar Range of
                      Equity Securities
Portfolio Manager    Beneficially Owned
-----------------    ------------------
John P. Richardson          None

Julie Hollinshead           None

Robert E. Crosby            None


PACIFIC INVESTMENT MANAGEMENT COMPANY

Global Bond Trust
Real Return Bond Trust
Total Return Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

                                                       COUNT OF
PM PRIMARY LAST                          PERFORMANCE    ACCOUNT
NAME                  ACCT CATEGORY       BASED FEE     NUMBER    MV USD ($MM)
---------------   --------------------   -----------   --------   ------------
BRYNJOLFSSON

                  '40 ACT FUND                            17        35,337.41
                                         No               17        35,337.41
                  OTHER POOLED VEHICLE                    18         2,706.75
                                         No               18         2,706.75
                  SEPARATE ACCOUNT                        41        11,676.67
                                         No               33         7,981.87
                                         Yes               8         3,694.80

GROSS

                  '40 ACT FUND                            33       135,663.39
                                         No               33       135,663.39
                  OTHER POOLED VEHICLE                    20         7,689.35
                                         No               17         6,949.98
                                         Yes               3           739.37
                  SEPARATE ACCOUNT                        64        41,624.10
                                         No               42        22,004.79
                                         Yes              22        19,619.32

MARIAPPA

                  '40 ACT FUND                             9         9,675.41
                                         No                9         9,675.41
                  OTHER POOLED VEHICLE                    43         4,613.05
                                         No               43         4,613.05
                  SEPARATE ACCOUNT                        95        14,237.85
                                         No               76         7,852.32
                                         Yes              19         6,385.53


CONFLICTS OF INTEREST

From time to time, potential conflicts of interest may arise between a portfolio manager's management of the investments of a Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Funds, track the same index a Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.

Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio manager's day-to- day management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a Fund's trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund.

Investment Opportunities. A potential conflict of interest may arise as result of the portfolio manager's management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Under PIMCO's allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO's investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by- side management of the Funds and certain pooled investment vehicles, including investment opportunity allocation issues.

Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Funds and such other accounts on a fair and equitable basis over time.

PORTFOLIO MANAGER COMPENSATION

PIMCO has adopted a "Total Compensation Plan" for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firm's mission statement. The Total Compensation Plan includes a significant incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary, a bonus, and may include a retention bonus. Portfolio managers who are Managing Directors of PIMCO also receive compensation from PIMCO's profits. Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCO's deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employee's compensation. PIMCO's contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.

Salary and Bonus. Base salaries are determined by considering an individual portfolio manager's experience and expertise and may be reviewed for adjustment annually. Portfolio managers are entitled to receive bonuses, which may be significantly more than their base salary, upon attaining certain performance objectives based on predetermined measures of group or department success. These goals are specific to individual portfolio managers and are mutually agreed upon annually by each portfolio manager


and his or her manager. Achievement of these goals is an important, but not exclusive, element of the bonus decision process.

In addition, the following non-exclusive list of qualitative criteria (collectively, the "Bonus Factors") may be considered when determining the bonus for portfolio managers:

- 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager and relative to applicable industry peer groups;

- Appropriate risk positioning that is consistent with PIMCO's investment philosophy and the Investment Committee/CIO approach to the generation of alpha;

- Amount and nature of assets managed by the portfolio manager;

- Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);

- Generation and contribution of investment ideas in the context of PIMCO's secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;

- Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;

- Contributions to asset retention, gathering and client satisfaction;

- Contributions to mentoring, coaching and/or supervising; and

- Personal growth and skills added.

A portfolio manager's compensation is not based directly on the performance of any portfolio or any other account managed by that portfolio manager. Final bonus award amounts are determined by the PIMCO Compensation Committee.

Retention Bonuses. Certain portfolio managers may receive a discretionary, fixed amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO. Each portfolio manager who is a Senior Vice President or Executive Vice President of PIMCO receives a variable amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO.

Investment professionals, including portfolio managers, are eligible to participate in a Long Term Cash Bonus Plan ("Cash Bonus Plan"), which provides cash awards that appreciate or depreciate based upon the performance of PIMCO's parent company, Allianz Global Investors, and PIMCO over a three-year period. The aggregate amount available for distribution to participants is based upon Allianz Global Investors's profit growth and PIMCO's profit growth. Participation in the Cash Bonus Plan is based upon the Bonus Factors, and the payment of benefits from the Cash Bonus Plan, is contingent upon continued employment at PIMCO.

Profit Sharing Plan. Instead of a bonus, portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO's net profits. Portfolio managers who are Managing Directors receive an amount determined by the Managing Director Compensation Committee, based upon an individual's overall contribution to the firm and the Bonus Factors. Under his employment agreement, William Gross receives a fixed percentage of the profit sharing plan.

Allianz Transaction Related Compensation. In May 2000, a majority interest in the predecessor holding company of PIMCO was acquired by a subsidiary of Allianz AG ("Allianz"). In connection with the transaction, Mr. Gross received a grant of restricted stock of Allianz, the last of which vested on May 5, 2005.

From time to time, under the PIMCO Class B Unit Purchase Plan, Managing Directors and certain executive management (including Executive Vice Presidents) of PIMCO may become eligible to purchase Class B Units of PIMCO. Upon their purchase, the Class B Units are immediately exchanged for Class A Units of PIMCO Partners, LLC, a California limited liability company that holds a minority interest in PIMCO and is owned by the Managing Directors and certain executive management of PIMCO. The Class


A Units of PIMCO Partners, LLC entitle their holders to distributions of a portion of the profits of PIMCO. The PIMCO Compensation Committee determines which Managing Directors and executive management may purchase Class B Units and the number of Class B Units that each may purchase. The Class B Units are purchased pursuant to full recourse notes issued to the holder. The base compensation of each Class B Unit holder is increased in an amount equal to the principal amortization applicable to the notes given by the Managing Director or member of executive management.

Portfolio managers who are Managing Directors also have long-term employment contracts, which guarantee severance payments in the event of involuntary termination of a Managing Director's employment with PIMCO.


PZENA INVESTMENT MANAGEMENT, LLC
Classic Value Trust

PORTFOLIO MANAGERS. The Portfolio Managers of the portfolios are Richard S. Pzena, John P. Goetz and Antonio DeSpirito III.

Other Accounts Managed as of December 31, 2006

OTHER ACCOUNTS THE PORTFOLIO MANAGERS ARE MANAGING. The table below indicates for each portfolio manager of the Fund information about the accounts over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total assets in the table is as of December 31, 2006. For purposes of the table, "Other Pooled Investment Vehicles" may include investment partnerships, pooled separate accounts, and group trusts, and "Other Accounts" may include separate accounts for institutions or individuals, insurance company general or non-pooled separate accounts, pension funds and other similar institutional accounts.

PORTFOLIO MANAGER NAME       OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS
----------------------   -------------------------------------------------------
Richard S. Pzena         Other Registered Investment Companies: Eight (8) funds
                         with total assets of approximately $9,798 million

                         Other Pooled Investment Vehicles: One hundred ten (110)
                         entities with total assets of approximately $3,318
                         million

                         Other Accounts: Four hundred forty (440) accounts with
                         total assets of approximately $12,803 million

John P. Goetz            Other Registered Investment Companies: Ten (10) funds
                         with total assets of approximately $9,853 million

                         Other Pooled Investment Vehicles: One hundred
                         twenty-one (121) entities with total assets of
                         approximately $4,456 million

                         Other Accounts: Four hundred forty-one (441) accounts
                         with total assets of approximately $12,936 million

Antonio DeSpirito III    Other Registered Investment Companies: Seven (7) funds
                         with total assets of approximately $9,747 million

                         Other Pooled Investment Vehicles: Forty-six (46)
                         entities with total assets of approximately $2,645
                         million

                         Other Accounts: one hundred thirty-five (135) accounts
                         with total assets of approximately $5,627 million

Neither the Adviser nor the Sub-Adviser generally receives a fee based upon the investment performance of the accounts listed under "Other Accounts Managed by the Portfolio Managers" in the table above, except that, with respect to accounts managed by Messrs. Pzena and Goetz, the Sub-Adviser receives performance-based fees with respect to one (1) Other Pooled Investment Vehicle with total assets of


approximately $12 million and twelve (12) Other Accounts with total assets of approximately $1,961 million, Mr. DeSpirito receives performance-based fees with respect to eight(8) Other Accounts with total assets of approximately $1,088 million.

In the Sub-Adviser's view, conflicts of interest may arise in managing the Fund's portfolio investments, on the one hand, and the portfolios of the Sub-Adviser'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 the Sub-Adviser's policy or procedure for handling them. Although the Sub-Adviser 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. The Sub-Adviser 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 large 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.

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, the Sub-Adviser has adopted procedures for allocating portfolio transactions across Accounts so that 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, we 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 new issue or IPO security that is appropriate for its investment objective. Permissible reasons for excluding an account from an otherwise acceptable IPO or new issue investment include the account having NASD 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, the Sub-Adviser determines which broker to use to execute each order, consistent with its duty to seek best execution. The Sub-Adviser will bunch or aggregate like orders where to do so will be beneficial to the Accounts. However, with respect to certain Accounts, the Sub-Adviser 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, the Sub-Adviser 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 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, the Sub-Adviser 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. The Code of Ethics generally requires that most transactions in securities by the Sub-Adviser's Access Persons and their spouses, whether or not such securities are purchased or sold on behalf of the Accounts, be cleared prior to execution by appropriate approving parties and compliance personnel. Securities transactions for Access Persons' personal accounts also are subject to monthly reporting requirements, and annual and quarterly certification requirements. Access Person is defined to include persons who have access to non-public information about client securities transactions, portfolio recommendations or holdings, and thus covers all of the Sub-Adviser's full-time employees except those whose job functions are solely clerical. In addition, 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 sub-advised by the Sub-Adviser, or (ii) are the same (or equivalent) securities purchased or sold by or on behalf of the advisory accounts unless and until the advisory accounts have effected a transaction which is the same as the access person's contemplated transaction. Finally, orders for proprietary accounts (i.e., accounts of the Sub-Adviser's principals, affiliates or employees or their immediate family which are managed by the Sub-Adviser) are subject to written trade allocation procedures designed to ensure fair treatment to client accounts.

Proxy voting for the Fund and the other Accounts' securities holdings may also pose certain conflicts. The Sub-Adviser has identified the following areas of concern: (1) Where the Sub-Adviser manages the assets of a publicly traded company, and also holds that company's or an affiliated company's securities in one or more Accounts; (2) Where the Sub-Adviser manages the assets of a proponent of a shareholder proposal for a company whose securities are in one or more Accounts; and (3) Where the Sub-Adviser had a client relationship with an individual who is a corporate director, or a candidate for a corporate directorship of a public company whose securities are in one or more client portfolios. The Sub-Adviser's proxy policies provide for various methods of dealing with these and any other conflict scenarios subsequently identified, including notifying clients and seeking their consent or instructions on how to vote, and deferring to the recommendation of an independent third party where a conflict exists.

The Sub-Adviser manages some Accounts under performance based fee arrangements. The Sub-Adviser 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, the Sub-Adviser generally requires portfolio decisions to be made on a product specific basis. The Sub-Adviser also requires pre-allocation of all client orders based on specific fee-neutral criteria set forth above. Additionally, the Sub-Adviser requires average pricing of all aggregated orders. Finally, the Sub-Adviser 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.

COMPENSATION OF PORTFOLIO MANAGERS. Portfolio managers and other investment professionals at the Sub-Adviser are compensated through a combination of base salary, performance bonus and equity ownership, if appropriate due to superior performance. The Sub-Adviser avoids a compensation model that is driven by individual security performance, as this can lead to short-term thinking which is contrary to the firm's value investment philosophy. Ultimately, equity ownership is the primary tool used by the Sub-Adviser 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 the Sub-Adviser as of January 1, 2006 of each member of the investment team who makes investment decisions for the Classic Value Fund is as follows:

Richard S. Pzena    Greater than 25% but less than 50%
John P. Goetz       Greater than 5% but less than 10%
Antonio DeSpirito   Less than 5%

SHARE OWNERSHIP BY PORTFOLIO MANAGERS. The following table indicates as of December 31, 2006 the value, within the indicated range, of shares beneficially owned by the portfolio managers in the Fund. For purposes of this table, the following letters represent the range indicated below:

A   -   $0
B   -   $1 - $10,000
C   -   $10,001 - $50,000
D   -   $50,001 - $100,000
E   -   $100,001 - $500,000
F   -   $500,001 - $1,000,000

G   -   More than $1 million

Ownership of Trust Shares. None of the Portfolio Managers of the Classic Value Trust own any shares of this portfolio.


RCM CAPITAL MANAGEMENT LLC

Emerging Small Company Trust
Science & Technology Trust

PORTFOLIO MANAGERS

Emerging Small Company Trust: Thomas Ross and Louise Laufersweiler Science & Technology Trust: Walter Price and Huachen Chen

OTHER ACCOUNTS MANAGED

The following summarizes information regarding each of the accounts, excluding portfolios of the John Hancock Funds II that were managed by RCM Capital Management LLC ("RCM") portfolio managers as of December 31, 2006, including amounts managed by a team, committee, or other group that includes the portfolio manager. The advisory fee charged for managing each of these accounts is not based on performance.

                                                                          OTHER          OTHER
                                                                       REGISTERED      REGISTERED
PORTFOLIO        OTHER                      OTHER                      INVESTMENT      INVESTMENT
MANAGER         POOLED    OTHER POOLED    ACCOUNTS    OTHER ACCOUNTS       COS            COS
---------       ------   --------------   --------   ---------------   ----------   ---------------
                #        $                #          $                 #            $
Walter Price       0     $ -                 19      $252.1 Million         8       $1.93 Billion
Huachen Chen       0     $ -                 26      $238.1 Million         8       $1.93 Billion
Thomas Ross        2     $ 10.5 Million      13      $528.86 Million        4       $287.10 Million
Louise
Laufersweiler      2     $ 10.5 Million      19      $1.05 Billion          1       $134.64 Million

DESCRIPTION OF POTENTIAL CONFLICTS OF INTEREST

Like other investment professionals with multiple clients, a portfolio manager for a fund may face certain potential conflicts of interest in connection with managing both a fund and other accounts at the same time. The paragraphs below describe some of these potential conflicts, which RCM believes are faced by investment professionals at most major financial firms. RCM has adopted compliance policies and procedures that attempt to address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance ("performance fee accounts"), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts.

These potential conflicts may include, among others:

- The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.

- The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.


- The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.

A potential conflict of interest may arise when a fund and other accounts purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a fund as well as other accounts, RCM's trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a fund or another account if one account is favored over another in allocating securities purchased or sold - for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account.

"Cross trades," in which one RCM account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. RCM has adopted compliance procedures that provide that any transaction between funds and another RCM-advised account are to be made at an independent current market price, as required by law.

Another potential conflict of interest may arise based on the different investment objectives and strategies of a fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than a fund. Depending on another account's objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts.

A fund's portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

A fund's portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Funds. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage and research services (as those terms are defined in Section 28(c) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a portfolio manager's decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.

A fund's portfolio managers may also face other potential conflicts of interest in managing a fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Funds and other accounts. In addition, a fund's portfolio manager may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. RCM's investment personnel, including each fund's portfolio manager, are subject to restrictions on engaging in


personal securities transactions, pursuant to Codes of Ethics adopted by RCM, which contain provisions and requirements designed to identify and address certain conflicts of interest between personal investment activities and the interests of the Funds. See "Code of Ethics".

Pallas Investment Partners, L.P. ("Pallas") and Related Entities. Pallas is an investment adviser registered with the SEC. Pallas is owned by Walter Price. Mr. Price is dually employed by Pallas and by RCM.

Pallas serves as investment manager to two unregistered investment companies (the "Pallas Hedge Funds") - Pallas Global Technology Hedge Fund, L.P. and Pallas Investments II, L.P., each a Delaware limited partnership. The general partner of Pallas Investments II, L.P. and Pallas Global Technology Hedge Fund, L.P. is Pallas Investments, LLC, a Delaware limited liability company (the "General Partner"). Mr. Price owns a majority of the interests in the General Partner. RCM has the right to a minority percentage of the profits of Pallas that are derived from the Pallas Hedge Funds. RCM has a minority ownership interest in the General Partner. Each of the Pallas Hedge Funds pays a management fee and an incentive fee (based on a percentage of profits) to either Pallas or the General Partner. The management fee is 1.25% for Pallas Investments II, L.P. and Pallas Global Technology Hedge Fund, L.P. Mr. Price acts as portfolio manager for certain RCM client accounts including, among others, the John Hancock Science & Technology Trust.

RCM and Pallas share common employees, facilities, and systems. Pallas may act as investment adviser to one or more of RCM's affiliates, and may serve as sub-adviser for accounts or clients for which RCM or one of its affiliates serves as investment manager or investment adviser. RCM also may provide other services, including but not limited to investment advisory services or administrative services, to Pallas.

RCM, Pallas, and the Allianz Advisory Affiliates all engage in proprietary research and all acquire investment information and research services from broker-dealers. RCM and the Allianz Advisory Affiliates share such research and investment information.

In addition, trades entered into by Pallas on behalf of Pallas' clients are executed through RCM's equity trading desk, and trades by Pallas on behalf of Pallas' clients (including the Pallas Hedge Funds) are aggregated with trades by RCM on behalf of RCM's clients. All trades on behalf of Pallas' clients that are executed through RCM's equity trading desk will be executed pursuant to procedures designed to ensure that all clients of both RCM and Pallas (including the Pallas Hedge Funds) is treated fairly and equitably over time. The General Partner and/or Pallas receive a participation in the profits of the Pallas Hedge Funds. Mr. Price also invested personally in one or more of the Pallas Hedge Funds. As a result, Mr. Price has a conflict of interest with respect to the management of the Pallas Hedge Funds and the other accounts that he manages, and he may have an incentive to favor the Pallas Hedge Funds over other accounts that he manages. RCM has adopted procedures reasonably designed to ensure that Mr. Price meets his fiduciary obligations to all clients for whom he acts as portfolio manager and treats all such clients fairly and equitably over time.

COMPENSATION

RCM believes that their compensation program is competitively positioned to attract and retain high-caliber investment professionals. RCM compensates its portfolio managers using one of two compensation programs. The first program consists of a base salary, a variable bonus opportunity, stock appreciation right units and a benefits package (the "Bonus Program"). The other program consists of profit sharing relating to the profits generated by the mutual fund managed by a particular portfolio manager (the "Profit Program").

Bonus Program. RCM maintains a compensation system that is designed to reward excellence, retain talent and align the individual interests of our staff with the investment results generated on behalf of our clients. The primary components of this system are base compensation, incentive bonus, profit sharing and long term incentive units (LTIP). We strive to provide our staff with competitive salaries and incentive compensation that is driven by peer data and investment performance. In addition, our key staff will benefit by the overall success of our business in both the short term (profit sharing) and the long term (LTIP),


ensuring that monetary reward is competitive and reflective of the investment results received by our clients.

Annual Bonus. All portfolio managers also receive discretionary compensation in the form of a bonus. The discretionary bonus is designed to reward investment professionals for sustained high performance by linking pay to two core elements: quantitatively measured investment results, and firm profitability. At the start of the year, each portfolio manager receives a target bonus. The target bonus is based on the individuals' years of experience and level of responsibility in the organization. Third party compensation data is also consulted to ensure that the level of the target bonus is competitive. The actual bonus amount paid at year-end can be more than the target bonus by as much as 300% or less than the target bonus (to as little as no bonus) - depending on individual, team and firm performance.

Stock Appreciation Rights. Key members of RCM's investment staff are allocated Stock Appreciation Right (SARs) units at the beginning of each year. The SARs vest over five years. Each tranche of SARs are paid-out on the fifth anniversary of their issuance - the amount of which is based on the increase in profitability of the firm during that five-year period.

Participation in group retirement plans. Portfolio managers are eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of deferring the receipt of a portion of their cash compensation until such time as designated by the Non-Qualified Deferred Compensation Plan.

Profit Program

In the Profit Program portfolio managers share in the profits generated by the mutual fund they manage. In this program, portfolio managers receive compensation based on the revenues produced by a mutual fund less designated expenses incurred by RCM to manage the fund. Under this program portfolio managers also are eligible to participate in the Stock Appreciation Rights program and the retirement plans referenced above.

Securities Ownership

Emerging Small Company Trust
Thomas Ross-None
Louise Laufersweiler-None


RIVERSOURCE INVESTMENTS, LLC

Mid Cap Value Equity Trust

The following information is as of December 31, 2006

                               OTHER ACCOUNTS MANAGED (excluding the fund)
                           --------------------------------------------------     OWNERSHIP
                              NUMBER                                            (OF SHARES OF    POTENTIAL
                             AND TYPE       APPROXIMATE        PERFORMANCE      MID CAP VALUE    CONFLICTS    STRUCTURE OF
FUND   PORTFOLIO MANAGER   OF ACCOUNT*   TOTAL NET ASSETS   BASED ACCOUNTS(a)    EQUITY TRUST   OF INTEREST   COMPENSATION
----   -----------------   -----------   ----------------   -----------------   -------------   -----------   ------------
       Warren Spitz        8 RICs,       $16.5 B                                    None
       Steve Schroll       1 PIV         $0.10B                  6 RICs             None
       Laton Spahr         3 Others      $0.37B                 ($16.3 B)           None            (1)           (2)
       Paul Stocking(b)                                                             None

* RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

(a) Number of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts.

(b) Mr. Stocking began managing the fund August. 1, 2006.

Potential Conflicts of Interest

(1) RiverSource Investments portfolio managers may manage one or more mutual funds as well as other types of accounts, including hedge funds, proprietary accounts, separate accounts for institutions and individuals, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage another account whose fees may be materially greater than the management fees paid by the fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. In addition, RiverSource Investments monitors a variety of areas (e.g., allocation of investment opportunities) and compliance with the firm's Code of Ethics, and places additional investment restrictions on portfolio managers who manage hedge funds and certain other accounts.

RiverSource Investments has a fiduciary responsibility to all of the clients for which it manages accounts. RiverSource Investments seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and equitable basis over time. RiverSource Investments has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients.

In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the fund. The investment manager's Code of Ethics is designed to address conflicts and that, among other things, imposes restrictions on the ability of the portfolio managers and other "investment access persons" to invest in securities that may be recommended or traded in the fund and other client accounts.

Structure of Compensation


(2) Portfolio manager compensation is typically comprised of (i) a base salary, (ii) an annual cash bonus, a portion of which may be subject to a mandatory deferral program, and may include (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual bonus is paid from a team bonus pool that is based on the performance of the accounts managed by the portfolio management team, which might include mutual funds, institutional portfolios and hedge funds. Funding for the bonus pool for equity portfolio managers is determined by a percentage of the aggregate assets under management in the accounts managed by the portfolio managers, including the fund, plus, where applicable, a percentage of the assets of the funds they support as research analysts, and by the short term (typically one-year) and long-term (typically three year) pre-tax performance of those accounts in relation to the relevant peer group universe. With respect to hedge funds and separately managed accounts that follow a hedge fund mandate, funding for the bonus pool is a percentage of performance fees earned on the hedge funds or accounts managed by the portfolio managers, plus, where applicable, a percentage of performance fees earned on the hedge funds or accounts they support as research analysts.

Senior management of RiverSource Investments has the discretion to increase or decrease the size of the part of the bonus pool and to determine the exact amount of each portfolio manager's bonus paid from this portion of the bonus pool based on his/her performance as an employee. In addition, where portfolio managers invest in a hedge fund managed by the investment manager, they receive a cash reimbursement for the fees charged on their hedge fund investments. RiverSource Investments portfolio managers are provided with a benefits package, including life insurance, health insurance, and participation in company 401(k) plan, comparable to that received by other RiverSource Investments employees. Depending upon their job level, RiverSource Investments portfolio managers may also be eligible for other benefits or perquisites that are available to all RiverSource Investments employees at the same job level.


SSGA FUNDS MANAGEMENT, INC. ("SSGA FM")
International Equity Index Trust A
International Equity Index Trust B

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (As of December 31, 2006):

None

OTHER MANAGED ACCOUNTS (As of December 31, 2006)

SSgA FM manages the Funds' assets using a team of investment professionals. The two Portfolio Managers primarily responsible for the management of the Fund are Jeffrey Beach and Tom Coleman.

Other Accounts Managed

The following table lists the number and types of other accounts managed by the SSgA FM Equity Index team and assets under management in those accounts as of December 31, 2006:

                    REGISTERED INV.
PORTFOLIO MANAGER       COMPANY                POOLED ACCOUNTS             OTHER ACCOUNTS
-----------------   ---------------            ---------------             --------------
                    AUM (Billions)    $30.68   AUM (Billions)    $289.07   AUM (Billions)   $95.04
Team managed *
                      # Accounts          43   # Accounts            384     # Accounts        106

* Please note that our passive assets are managed on a team basis. This table refers to SSgA, comprised of all the investment management affiliates of State Street Corporation, including SSgA FM. There are no account assets based upon performance.

Compensation

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 long term incentive (i.e. equity). 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 the Advisor 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.

Conflicts

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager's execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager's accounts with the same strategy.

A potential conflict of interest may arise as a result of the Portfolio Manager's 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 Fund. 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) 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.

Ownership of Trust Shares

Neither Jeffrey Beach nor Tom Coleman own any shares of the International Equity Index Trust A or the International Equity Index Trust B.


SUSTAINABLE GROWTH ADVISERS, L.P.
U.S. Global Leaders Growth Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

Gordon M. Marchand owns approximately $200,000 of the U.S. Global Leaders Growth Trust and Robert L. Rohn owns approximately $40,000 of the U.S. Global Leaders Growth Trust.

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

Gordon Marchand, George Fraise and Robert Rohn served as portfolio managers for
(i) 6 registered investment companies with approximately $3.0 billion in total net assets, (ii) 4 wrap programs with approximately $43 million in total net assets, and 3 other accounts with approximately $22 million in total net assets. None of these accounts have performance based advisory fees.

POTENTIAL CONFLICTS OF INTEREST

Each of the accounts managed by Messrs. Marchand, Fraise and Rohn have only one investment strategy - U.S. large cap growth equity.

While these accounts have many similarities, the investment performance of each account will be different due to differences in fees, expenses and cash flows. Sustainable Growth Advisers has adopted compliance procedures to manage potential conflicts of interest such as allocation of investment opportunities and aggregated trading.

DESCRIPTION OF COMPENSATION STRUCTURE

Sustainable Growth Advisers, LP is wholly by its associates. All equity participants including the firm's three Principals/Portfolio managers are compensated based on the net profits of the firm.

Sustainable Growth Advisers, LP ("SGA") is wholly owned by its associates. The Sub-Adviser has adopted a system of compensation for portfolio managers that seeks to align the financial interests of the investment professional with those of the Sub-Adviser. Compensation is based solely on the Sub-Adviser's financial performance. The Sub-Advisers compensation arrangements with its investment professionals are not determined on the basis of specific funds or accounts managed by the investment professional. Investment professionals are paid a fixed base salary, and share in the profits of the firm through equity ownership. All associates are granted the opportunity to purchase an equity portion in the firm after a year of service, the size of which is determined by the three founding Principals. All investment professionals receive customary benefits that are offered generally to all salaried employees of the Sub-Adviser.


TEMPLETON GLOBAL ADVISORS LIMITED
Global Trust

Portfolio Managers. The Portfolio Managers of the portfolios are: Jeffrey A. Everett, CFA, Murdo Murchison, CFA and Lisa Myers, JD, CFA.

                                TYPE OF                TOTAL ASSETS MANAGED IN
NAME OF PORTFOLIO MANAGER       ACCOUNT      NUMBER   ACCOUNT (US MIL) 12/31/06
-------------------------   --------------   ------   -------------------------
JEFFREY A. EVERETT          Registered
                            Investment
                            Company

                            Other Pooled
                            Investments

                            Other Accounts

MURDO MURCHINSON, CFA       Registered
                            Investment
                            Company

                            Other Pooled
                            Investments

                            Other Accounts

LISA MYERS, JD, CFA         Registered
                            Investment
                            Company

                            Other Pooled
                            Investments

                            Other Accounts

None of these accounts pay a performance based advisory fee.

POTENTIAL CONFLICTS OF INTEREST

The management of multiple funds and accounts may also give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. Templeton Global Advisors Limited seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline, such as investing primarily in value-oriented equity securities of companies located anywhere in the world. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, fund holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest.

A portfolio manager may also execute transactions for another fund or account at the direction of such fund or account that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Finally, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and accounts. Franklin Templeton Investments seeks to manage such potential conflicts by having adopted procedures, approved by the fund boards, intended to provide a fair allocation of buy and sell opportunities among Funds and other accounts.

The structure of a portfolio manager's compensation may give rise to potential conflicts of interest. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales.


Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest; there is no assurance that a fund's code of ethics will adequately address such conflicts.

Franklin Templeton Investments has adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

DESCRIPTION OF COMPENSATION STRUCTURE

Franklin Templeton seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager's level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager's compensation consists of the following three elements:

BASE SALARY Each portfolio manager is paid a base salary.

ANNUAL BONUS Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund's shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the manager and/or other officers of the manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

- Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

- Research Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time, productivity and quality of recommendations, and peer evaluation.

- Non-investment performance. For senior portfolio managers, there is a qualitative evaluation based on leadership and the mentoring of staff.

- Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the manager's appraisal.

ADDITIONAL LONG-TERM EQUITY-BASED COMPENSATION Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.


TEMPLETON INVESTMENT COUNSEL, INC.
International Value Trust
International Small Cap Trust

PORTFOLIO MANAGERS. The Portfolio Managers of the portfolios are: Tucker Scott, Cindy Sweeting, Peter Nori and Neil Devlin

                                TYPE OF                TOTAL ASSETS MANAGED IN
NAME OF PORTFOLIO MANAGER       ACCOUNT      NUMBER   ACCOUNT (USMIL) 12/31/06
-------------------------   --------------   ------   ------------------------
TUCKER SCOTT, CFA           Registered
                            Investment
                            Company

                            Other Pooled
                            Investments

                            Other Accounts

CINDY SWEETING, CFA         Registered
                            Investment
                            Company

                            Other Pooled
                            Investments

                            Other Accounts

PETER NORI, CFA             Registered
                            Investment
                            Company

                            Other Pooled
                            Investments

                            Other Accounts

NEIL DEVLIN                 Registered
                            Investment
                            Company

                            Other Pooled
                            Investments

                            Other Accounts

None of these accounts pay a performance based advisory fee.

POTENTIAL CONFLICTS OF INTEREST

The management of multiple funds and accounts may also give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. Templeton Investment Counsel LLC seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline, such as investing primarily in value-oriented equity securities of companies located outside the U.S. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, fund holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest.

A portfolio manager may also execute transactions for another fund or account at the direction of such fund or account that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Finally, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and accounts. Franklin Templeton Investments seeks to manage such


potential conflicts by having adopted procedures, approved by the fund boards, intended to provide a fair allocation of buy and sell opportunities among Funds and other accounts.

The structure of a portfolio manager's compensation may give rise to potential conflicts of interest. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest; there is no assurance that a fund's code of ethics will adequately address such conflicts.

Franklin Templeton Investments has adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

DESCRIPTION OF COMPENSATION STRUCTURE

Franklin Templeton seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager's level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager's compensation consists of the following three elements:

BASE SALARY Each portfolio manager is paid a base salary.

ANNUAL BONUS Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund's shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the manager and/or other officers of the manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

- Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

- Research Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time, productivity and quality of recommendations, and peer evaluation.

- Non-investment performance. For senior portfolio managers, there is a qualitative evaluation based on leadership and the mentoring of staff.

- Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the manager's appraisal.


ADDITIONAL LONG-TERM EQUITY-BASED COMPENSATION Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.


T. ROWE PRICE ASSOCIATES, INC.

Blue Chip Growth Trust
Equity-Income Trust
Health Sciences Trust (not active)
Real Estate Equity Trust
Science & Technology Trust (not active)
Small Company Value Trust
Spectrum Income Trust
Mid Value Trust

As of December 31, 2006, the portfolio managers managed the following accounts.

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
PRESTON G. ATHEY, CFA, CIC
Small Company Value Trust

-  registered investment companies:....        6         $7,534.9
                                             ---         --------
-  other pooled investment vehicles:...        2         $    3.9
                                             ---         --------
-  other accounts:.....................        9         $  759.1
                                             ---         --------

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
KRIS H. JENNER M.D., D. PHIL
Health Sciences Trust

-  registered investment companies:....        3       $1,919.4
                                             ---       --------
-  other pooled investment vehicles:...        3       $  302.9
                                             ---       --------
-  other accounts:.....................        1       $   26.4
                                             ---       --------

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
LARRY J. PUGLIA, CFA, CPA
Blue Chip Growth Trust

-  registered investment companies:....        8        $12,396.2
                                             ---        ---------
-  other pooled investment vehicles:...        3        $   577.6
                                             ---        ---------
-  other accounts:.....................       12        $ 7,164.9
                                             ---        ---------


                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
BRIAN C. ROGERS, CFA, CIC
Equity-Income Trust
Spectrum Income Trust

-  registered investment companies:....       14        $31,632.3
                                             ---        ---------
-  other pooled investment vehicles:...        2        $   489.4
                                             ---        ---------
-  other accounts:.....................       16        $ 1,621.1
                                             ---        ---------

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
MICHAEL F. SOLA, CFA
Science & Technology Trust

-  registered investment companies:....        3         $4,124.2
                                             ---         --------
-  other pooled investment vehicles:...        0                0
                                             ---         --------
-  other accounts:.....................        0                0
                                             ---         --------

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
DAVID M. LEE, CFA
Real Estate Equity Trust

-  registered investment companies:....        1         $2,677.4
                                             ---         --------
-  other pooled investment vehicles:...        0                0
                                             ---         --------
-  other accounts:.....................        0                0
                                             ---         --------

                                          NUMBER OF       TOTAL
                                           Accounts      Assets**
                                          ---------   -------------
                                                      (in millions)
EDMUND M. NOTZON, III
Spectrum Income Trust

-  registered investment companies:....       33        $31,582.6

-  other pooled investment vehicles:...       58        $ 4,549.6

-  other accounts:.....................       21        $ 2,046.6


                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
DANIEL O. SHACKELFORD
Spectrum Income Trust

-  registered investment companies:....       9          $5,773.2

-  other pooled investment vehicles:...       0                 0

-  other accounts:.....................       6          $  911.6

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
MARK J. VASELKIV
Spectrum Income Trust

-  registered investment companies:....        8         $5,901.8

-  other pooled investment vehicles:...        7         $2,688.6

-  other accounts:.....................       13         $1,748.3

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
IAN KELSON
Spectrum Income Trust

- registered investment companies:.....       3          $2,527.8

- other pooled investment vehicles:....       9          $  362.9

- other accounts:......................       1          $   46.9

                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
CONNIE BAVELY
Spectrum Income Trust

-  registered investment companies:....       5          $1,462.1

-  other pooled investment vehicles:...       0                 0

-  other accounts:.....................       3          $  874.5


                                          NUMBER OF       TOTAL
                                           Accounts      Assets*
                                          ---------   -------------
                                                      (in millions)
DAVID J. WALLACK
Mid Value Trust

-  registered investment companies:....      [2]        $[7,535.3]

-  other pooled investment vehicles:...      [0]               [0]

-  other accounts:.....................      [2]        $  [214.3]

* Total assets are based on T. Rowe Price internal records as of December 31, 2006.

** Includes assets of underlying registered investment companies and other portfolios in fund-of-funds where Mr. Notzon is the lead portfolio manager.

Please be advised that the portfolio managers named above did not manage any accounts for which advisory fees are based on performance.

Potential Conflicts of Interest. We are not aware of any material conflicts of interest that may arise in connection with the Portfolio Manager's management of the Funds' investments and the investments of the other account(s) included this response.

Portfolio managers at T. Rowe Price typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), and commingled trust accounts. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price has adopted brokerage and trade allocation policies and procedures which it believes are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the "Portfolio Manager Compensation", T. Rowe Price portfolio managers' compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager.

Portfolio Manager Compensation.

Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant. Occasionally, portfolio managers will also have the opportunity to participate in venture capital partnerships. Compensation is variable and is determined based on the following factors:

Investment performance over one-, three-, five-, and 10-year periods is the most important input. We evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are determined with reference to the broad based index (ex. S&P500) and an applicable Lipper index (ex. Large-Cap Growth), though other benchmarks may be used as well. Investment results are also compared to comparably managed funds of competitive investment management firms.

Performance is primarily measured on a pre-tax basis though tax-efficiency is considered and is especially important for tax efficient funds. Compensation is viewed with a long-term time horizon. The more consistent a manager's performance over time, the higher the compensation opportunity. The increase or decrease in a fund's assets due to the purchase or sale of fund shares is not considered a material factor. In reviewing relative performance for fixed-income funds, a fund's expense ratio is usually taken into account.


Contribution to our overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring our younger analysts, and being good corporate citizens are important components of our long term success and are highly valued.

All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.

This compensation structure is used for all portfolios managed by the portfolio managers.

Ownership of Shares of Trust Portfolios Managed. None of the portfolio managers beneficially own any shares of the Trust portfolios managed by the portfolio manager.


UBS GLOBAL ASSET MANAGEMENT

Global Allocation Trust
Strategic Opportunities Trust
Large Cap Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (AS OF DECEMBER 31, 2006)

                                                                    OTHER
                                             REGISTERED             POOLED
                                             INVESTMENT           INVESTMENT
                                              COMPANIES            VEHICLES          OTHER ACCOUNTS
                                         ------------------   ------------------   ------------------
                                                   ASSETS               ASSETS               ASSETS
                                                   MANAGED              MANAGED              MANAGED
                                                     (IN                  (IN                  (IN
PORTFOLIO MANAGER (FUNDS MANAGED)        NUMBER   MILLIONS)   NUMBER   MILLIONS)   NUMBER   MILLIONS)
---------------------------------        ------   ---------   ------   ---------   ------   ---------
JOHN C. LEONARD (Large Cap Trust)          14       $2,701      71     $18,718(1)    14     $1,703(2)
THOMAS M. COLE (Large Cap Trust)           14       $2,701      71     $18,718(1)    17     $1,701(2)
THOMAS DIGENAN (Large Cap Trust)           14       $2,701      71     $18,718(1)    20     $1,698(2)
SCOTT HAZEN (Large Cap Trust)              14       $2,701      71     $18,718(1)    10     $1,696(2)
BRIAN SINGER (Global Allocation Trust)      7       $8,466      10     $ 8,838(3)    28     $3,073

(1) Three of these accounts with approximately $2 billion has an advisory fee based upon the performance of the account

(2) One of these accounts with approximately with $249 million has an advisory fee based upon the performance of the account.

(3) One of these accounts with approximately with $184 million has an advisory fee based upon the performance of the account.

POTENTIAL CONFLICTS OF INTEREST

The management of a portfolio and other accounts by a portfolio manager could result in potential conflicts of interest if the portfolio and other accounts have different objectives, benchmarks and fees because the portfolio manager and his team must allocate time and investment expertise across multiple accounts, including the portfolio. The portfolio manager and his team manage the portfolio and other accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. UBS Global Asset Management (Americas) Inc. manages accounts according to the appropriate model portfolio, including where possible, those accounts that have specific investment restrictions. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interest.

If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one account or model portfolio, the portfolio may not be able to take full advantage of that opportunity due to an allocation or filled purchase or sale orders across all eligible model portfolios and accounts. To deal with these situations, UBS Global Asset Management (Americas) Inc. has adopted procedures for allocating portfolio trades among multiple accounts to provide fair treatment to all accounts.


The management of personal accounts by a portfolio manager may also give rise to potential conflicts of interest. UBS Global Asset Management (Americas) Inc. has adopted Codes of Ethics that govern such personal trading, but there is no assurance that the Codes will adequately address all such conflicts.

DESCRIPTION OF COMPENSATION STRUCTURE

The compensation received by portfolio managers at UBS Global Asset Management includes a base salary and incentive compensation based on the portfolio manager's personal performance.

UBS Global Asset Management's compensation and benefits programs are designed to provide its investment professionals with incentives to excel, and to promote an entrepreneurial, performance-oriented culture. They also align the interests of our investment professionals with the interests of UBS Global Asset Management's clients. Overall compensation can be grouped into three categories:

- Competitive salary, benchmarked to maintain competitive compensation opportunities.

- Annual bonus, tied to individual contributions and investment performance.

- UBS equity awards, promoting company-wide success and employee retention.

Base salary is fixed compensation used to recognize the experience, skills and knowledge that the investment professionals bring to their roles. Salary levels are monitored and adjusted periodically in order to remain competitive within the investment management industry.

Annual bonuses are correlated with performance. As such, annual incentives can be highly variable, and are based on three components: 1) the firm's overall business success; 2) the performance of the respective asset class and/or investment mandate; and 3) an individual's specific contribution to the firm's results. UBS Global Asset Management strongly believes that tying bonuses to both long-term (3-year) and shorter-term (1-year) portfolio performance closely aligns the investment professionals' interests with those of UBS Global Asset Management's clients. A portion of each portfolio manager's bonus is based on the performance of each portfolio the portfolio manages as compared to the portfolio's broad-based index over a three-year rolling period.

UBS AG equity. Senior investment professionals, including each portfolio manager, may receive a portion of their annual performance-based incentive in the form of deferred or restricted UBS AG shares or employee stock options. UBS Global Asset Management believes that this reinforces the critical importance of creating long-term business value, and also serves as an effective retention tool as the equity shares typically vest over a number of years.

Broader equity share ownership is encouraged for all employees through "Equity Plus". This long-term incentive program gives employees the opportunity to purchase UBS stock with after-tax funds from their bonus or salary. Two UBS AG stock options are given for each share acquired and held for two years. UBS Global Asset Management feels that this engages its employees as partners in the firm's success, and helps to maximize its integrated business strategy.

Ownership of Trust Shares. None of the portfolio managers own any shares of the Global Allocation Trust or the Large Cap Trust.


UST ADVISERS, INC.
Value & Restructuring Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (DECEMBER 31, 2006 DATE)

                         REGISTERED
                         INVESTMENT                      POOLED        ASSETS                   ASSETS     TOTAL ASSETS
                           COMPANY    ASSETS MANAGED   INVESTMENT     MANAGED       OTHER      MANAGED        MANAGED
FUND MANAGER              ACCOUNTS     ($MILLIONS)*     VEHICLES    ($MILLIONS)   ACCOUNTS   ($MILLIONS)    ($MILLIONS)
------------             ----------   --------------   ----------   -----------   --------   -----------   ------------
David J. Williams, CFA        2          $7,302.0           0           $0.0         246       $1,146.0       8,448.0
Timothy Evnin                 3          $7,535.0           0           $0.0         255       $  781.5       8,316.4
John McDermott, CFA           3          $7,535.0           0           $0.0         136       $  310.4       7,845.3

UST Advisers, Inc. is a wholly-owned subsidiary of United States Trust Company, National Association ("U.S. Trust"). The Portfolio Managers are dual employees of UST Advisers and of its parent, U.S. Trust (Collectively known as the "Adviser").

** Mr. Williams is primarily responsible for the day-to-day management of the Excelsior Value & Restructuring Fund's Portfolio. He has served as the Fund's Portfolio manager or co-manager since the Fund's inception in 1992. Mr. Evnin has co-managed the Fund since 2002, and Mr. McDermott joined as a co-manager of the Fund in July 2005.

*** Mr. Evnin and Mr. McDermott have co-managed the Excelsior Mid Cap Value & Restructuring Fund, valued at $350.6 million, since August 2000.

DESCRIPTION OF COMPENSATION STRUCTURE

Each Portfolio Manager receives compensation from the Adviser in connection with his management of the Fund and other accounts identified above which includes the following components: (1) base salary, (2) a bonus, and (3) an award for assets under management.

Base Salary. Each Portfolio Manager receives a fixed annual base salary. Base salary amounts are determined by the U.S. Trust's senior management for asset management and human resources (for ease of reference, the "Compensation Committee") based upon a number of factors, including the Portfolio Manager's experience, overall performance, responsibilities, and the competitive market place for portfolio manager compensation.

Bonus. Each Portfolio Manager is eligible to receive a bonus in addition to his base salary. For each Portfolio Manager the bonus may consist of two components. The first component is a discretionary component ("Discretionary Bonus") determined as a percentage of the Portfolio Manager's base salary. The level of the Discretionary Bonus is determined by the Compensation Committee based upon a number of factors, including the Adviser's profitability, the size of the eligible bonus pool and the Portfolio Manager's experience, overall performance, responsibilities, and the competitive market place for portfolio manager compensation. The specific performance of the Fund or other accounts managed by the Portfolio Manager as compared to a benchmark is not considered in determining the amount of the Discretionary Bonus. The second component of the eligible bonus award is a performance bonus ("Performance Bonus"). The amount of the Performance Bonus is determined based upon the investment performance of certain


accounts managed by the Portfolio Manager (the "Bonus Accounts") as compared to an appropriate index as selected by the Adviser. Not all accounts for which the Portfolio Manager has responsibility are Bonus Accounts. Bonus Accounts are selected by the Adviser on the basis that they are generally representative of the class of securities managed by the Portfolio Manager for all of its accounts. The Bonus Accounts for each Portfolio Manager, and their index benchmarks, are as follows:

Portfolio Manager             Bonus Account(s)                         Index Benchmark(s)
-----------------   ------------------------------------   ------------------------------------------
David J. Williams   Excelsior Value & Restructuring Fund   Lipper Multi-Cap Core Equity Funds Average
Timothy Evnin       Excelsior Mid Cap Value Fund           Lipper Mid-Cap Core Equity Funds Average
John McDermott      Excelsior Mid Cap Value Fund           Lipper Mid-Cap Core Equity Funds Average

The Performance Bonus amount is determined according to a formula established by the Compensation Committee which takes into account (1) whether the Bonus Account is an equity or a fixed income account, (2) the tenure of the Portfolio Manager in managing the Bonus Account, and (3) the investment performance of the Bonus Accounts as compared to the Index Benchmark over various periods. In general, long term performance has a greater impact on the Performance Bonus than short term performance.

Both the Discretionary Bonus and the Performance Bonus take into consideration a "target bonus factor", which is a factor of the Base Salary determined for each Portfolio Manager based on considerations of the Portfolio Manager's responsibilities. For example, an individual who serves as the leader of an investment discipline will have a higher target bonus factor - and therefore a higher potential Discretionary and Performance Bonus - than a Portfolio Manager who is not the leader of an investment discipline.

Assets Under Management Award. Portfolio Managers receive an award based on the size of all assets for which the Portfolio Manager has management responsibility. For purposes of this award, assets of all types of accounts are treated identically, i.e., no greater credit is given for assets in one type of account over another. The size of this award is determined by a schedule that sets different multiples depending on the Portfolio Manager's total assets under management. The schedule's asset ranges and multiples are determined at the discretion of the Compensation Committee.

Payments of amounts awarded under the Bonus and Assets Under Management Award are deferred and vest over a number of years. The purpose of this vesting program is to promote the retention of Portfolio Managers.

POTENTIAL CONFLICTS OF INTEREST

As reflected above, the Portfolio Managers manage accounts in addition to the Fund. A Portfolio Manager's management of these other accounts may give rise to potential conflicts of interest. The Adviser has adopted policies and procedures that are designed to identify and minimize the effects of these potential conflicts, however there can be no guarantee that these policies and procedures will be effective in detecting potential conflicts or in eliminating the effects of any such conflicts.

Certain components of the Portfolio Managers' compensation structure may also give rise to potential conflicts of interest to the extent that a Portfolio Manager may have an incentive to favor or devote more effort in managing accounts that impact, or impact to a larger degree, their overall compensation. As reflected above, for Mr. Williams, Evnin and McDermott, the Fund does not serve as the Bonus Account for determining the amount of their Performance Bonus. As a result, since the Performance Bonus is directly tied to the performance of the Bonus Accounts, they may have an incentive to favor their Bonus Account to the disadvantage of their other accounts that are not Bonus Accounts. The Adviser attempts to


mitigate these conflicts by selecting Bonus Accounts that are generally representative of the class of securities managed by the Portfolio Manager for all of its accounts.

In addition, as described above, the level of the Discretionary Bonus is determined, in part, based upon the Adviser's profitability. Such profits are generally derived from the fees the Adviser receives for managing all of its investment management accounts. To the extent that accounts other than the Fund have the potential to generate more profits for the Adviser than the Fund, the Portfolio Managers may have an incentive to favor such other accounts.

Because Portfolio Managers manage multiple accounts with similar objectives, and thus frequently purchase and sell the same securities for such accounts, certain allocation issues may arise. In particular, if a Portfolio Manager identifies a limited investment opportunity which may be suitable for more than one account, the Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. In addition, in the event 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 made subsequent transactions. The Adviser has adopted policies and procedures that are designed to manage the risk that an account could be systematically advantaged or disadvantaged in connection with the allocation of investment opportunities and aggregation of trade orders. These policies and procedures may include, where consistent with the Adviser's duty to seek best execution on behalf of its clients, aggregation of orders from multiple accounts for execution.


WELLINGTON MANAGEMENT COMPANY, LLP
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust
Small Cap Growth Trust
Small Cap Value Trust
Mid Cap Intersection Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (As of December 31, 2006):

None

OTHER MANAGED ACCOUNTS (As of December 31, 2006)

The following tables show information regarding other accounts managed by the portfolio manager:

Christopher A. Jones, portfolio manager for the Investment Quality Bond Trust.

TABLE HEADINGS NEED TO BE ADJUSTED FOR ALL PMs.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     6             791.4            6             691.4            20            774.9
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                 0            0                 0             2            626.8

* Assets are rounded to the nearest one hundred thousand dollars.

Christopher L. Gootkind, portfolio manager for the Investment Quality Bond Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     7           19,344.1           0               0              6              2.5
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        2           14,878.1           0               0              0                0


* Assets are rounded to the nearest one hundred thousand dollars.

Thomas L. Pappas, portfolio manager for the Investment Quality Bond Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     2           23,604.8           3             970.7            37          10,903.2
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                  0           0                 0             0                 0

* Assets are rounded to the nearest one hundred thousand dollars.

Mario E. Abularach, portfolio manager for the Mid Cap Stock Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     9            5,438.0           2             88.0             11            676.0
Accounts where advisory
  fee is based on account
  performance (Subset of
   above)                        0                  0           0                0              1            150.2

* Assets are rounded to the nearest one hundred thousand dollars.

Michael T. Carmen, portfolio manager for the Mid Cap Stock Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     5            3,510.0           9             616.8            16            221.6
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                0.0           4             304.3             0              0.0

* Assets are rounded to the nearest one hundred thousand dollars.


Karl E. Bandtel, portfolio manager for the Natural Resources Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     4           10,257.1           19           9,840.9           20            517.4
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                  0            8           5,427.1            0                0

* Assets are rounded to the nearest one hundred thousand dollars.

James A. Bevilacqua, portfolio manager for the Natural Resources Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     4           10,257.1           19           9,840.9           17            486.3
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                  0            8           5,427.1            0                0

* Assets are rounded to the nearest one hundred thousand dollars.

Mario E. Abularach, portfolio manager for the Small Cap Growth Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     10           5,738.9            2            88.0             11            676.0
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                         0                 0            0               0              1            150.2

* Assets are rounded to the nearest one hundred thousand dollars.


Steven C. Angeli, portfolio manager for the Small Cap Growth Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     6            2,046.1            4            140.8             31           1,121.2
Accounts where advisory
   fee is based on account
   performance (Subset of
    above)                       0                  0            0                0              1             150.2

* Assets are rounded to the nearest one hundred thousand dollars.

Stephen Mortimer, portfolio manager for the Small Cap Growth Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     8            3,538.1            1            86.4              14          640.7
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                  0            0               0               1          150.2

* Assets are rounded to the nearest one hundred thousand dollars.

Timothy T. McCormack, portfolio manager for the Small Cap Value Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     7             929.5             3             210.8            30          962.0
 Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                 0             0                 0             1            62.6

* Assets are rounded to the nearest one hundred thousand dollars.


Stephen T. O'Brien, portfolio manager for the Small Cap Value Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     7             929.5             3             210.8            24          969.9
Accounts where advisory
   fee is based on account
   performance (Subset of
   above)                        0                 0             0                 0             1           62.6

* Assets are rounded to the nearest one hundred thousand dollars.

Shaun F. Pedersen, portfolio manager for the Small Cap Value Trust.

OTHER POOLED INVESTMENT

                                   OTHER REGISTERED
                                 INVESTMENT COMPANIES                 VEHICLES                   OTHER ACCOUNTS
                             ----------------------------   ----------------------------   ----------------------------
                             Number of        Assets        Number of        Assets        Number of        Assets
                              Accounts   (in $ millions)*    Accounts   (in $ millions)*    Accounts   (in $ millions)*
                             ---------   ----------------   ---------   ----------------   ---------   ----------------
All Accounts                     7             929.5             3             210.8            18           961.4
Accounts where advisory
   fee is based on account
   performance (Subset of
    above)                       0                 0             0                 0             1            62.6

* Assets are rounded to the nearest one hundred thousand dollars.

POTENTIAL CONFLICTS OF INTEREST

Individual Investment Professionals at Wellington Management manage multiple funds for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies, foundations or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each Fund's managers listed in the prospectus who are primarily responsible for the day-to-day management of the Funds ("Investment Professionals") generally manage funds in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the relevant Fund. The Investment Professionals make investment decisions for each account, including


the relevant Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant Fund.

An Investment Professional or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the relevant Fund, or make investment decisions that are similar to those made for the relevant Fund, both of which have the potential to adversely impact the relevant Fund depending on market conditions. For example, an Investment Professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, an Investment Professional may purchase the same security for the relevant Fund and one or more other accounts at or about the same time, and in those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant Fund's holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees paid by the relevant Fund to Wellington Management. Messrs. Bandtel, Bevilacqua and Carmen also manage hedge funds, which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to Investment Professional are tied to revenues earned by Wellington Management, and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

Wellington Management's goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of IPOs, and compliance with the firm's Code of Ethics, and places additional investment restrictions on Investment Professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management's Investment Professionals. Although Wellington Management does not track the time an Investment Professional spends on a single account, Wellington Management does periodically assess whether an Investment Professional has adequate time and resources to effectively manage the Investment Professional's various client mandates.

DESCRIPTION OF COMPENSATION STRUCTURE

Each Fund pays Wellington Management a fee based on the assets under management of the Funds as set forth in an Investment Sub-Advisory Agreement between Wellington Management and the Adviser with respect to each Fund. Wellington Management pays its investment professionals out of its total revenues and other resources, including the advisory fees earned with respect to the each Fund. The following information relates to the fiscal year ended December 31, 2006.

Wellington Management's compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to our clients. Wellington Management's compensation of Investment Professionals includes a base salary and incentive components. The base salary for each Investment Professional who is a partner of Wellington Management is determined by the Managing Partners of the firm. A partner's base salary is generally a fixed amount that may change as a result of an annual review. The base salaries for all other Investment Professionals are determined by the Investment Professional's experience and performance in their role as an Investment Professional. Base salaries for employees are reviewed annually and may be adjusted based on the


recommendation of the Investment Professional's business manager, using guidelines established by Wellington Management's Compensation Committee, which has final oversight responsibility for base salaries for employees of the firm. Each Investment Professional is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the relevant Fund and generally each other fund managed by such Investment Professional. Each equity Investment Professional's incentive payment relating to the relevant Fund is linked to the gross pre-tax performance of the relevant Fund compared to the benchmark index and/or peer group identified below over one and three year periods, with an emphasis on three year results. Wellington Management applies similar incentive compensation structures (although the benchmark or peer groups, time periods and rates may differ) to other accounts managed by these Investment Professionals, including accounts with performance fees. Fixed income Investment Professionals' incentives on the relevant Fund are based solely on the revenues earned by Wellington Management, and are not directly linked to the performance of the account. Portfolio-based incentives across all accounts managed by an Investment Professional can, and typically do, represent a significant portion of an Investment Professional's overall compensation; performance-based incentive compensation varies significantly by individual and can vary significantly from year to year. Some Investment Professionals are also eligible for bonus payments based on their overall contribution to Wellington Management's business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on factors other than portfolio performance. Each partner of Wellington Management is also eligible to participate in a partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. Angeli, Bandtel, Bevilacqua, Carmen, O'Brien, and Pappas are partners of Wellington Management.

TRUST                           INCENTIVE BENCHMARK(S) / PEER GROUPS
----                            ------------------------------------
Mid Cap Stock Trust             Russell Mid Cap Growth Index/ Lipper Mid Cap
                                Growth Average
Natural Resources Trust         MSCI S&P World Energy Index/MSCI S&P World Metals
                                & Mining Index/MSCI S&P World Paper, Forest
                                Products Index
Small Cap Growth Trust          Russell 2000 Growth Index
Small Cap Value Trust           Russell 2000 Value Index
Investment Quality Bond Trust   Not Applicable


WELLS CAPITAL MANAGEMENT, INCORPORATED
("WELLS CAPITAL")

Core Bond Trust
U.S. High Yield Bond Trust

PORTFOLIO MANAGER INVESTMENTS IN EACH FUND MANAGED (AS OF DECEMBER 31, 2006):

None

OTHER MANAGED ACCOUNTS (As of December 31, 2006)

Core Bond Trust

William Stevens served as portfolio manager for (i) 9 registered investment companies with approximately $5.9 billion in total net assets, (ii) 3 other pooled investment vehicles with approximately $1.2 billion in total net assets, and approximately 46 other accounts with approximately $8.5 billion in total net assets.

Marie Chandoha served as portfolio managers for (i) 8 registered investment companies with approximately $5.4 billion in total net assets, (ii) 3 other pooled investment vehicles with approximately $1.2 billion in total net assets, and approximately 43 other accounts with approximately $8.5 billion in total net assets.

THE MONTGOMERY CORE FIXED INCOME TEAM HAS 2 ACCOUNTS WITH ADVISORY FEES THAT ARE BASED ON ACCOUNT PERFORMANCE. THE TOTAL AUM OF THOSE ACCOUNTS IS $1.7 BILLION.

U.S. High Yield Bond Trust

Roger Wittlin served as portfolio managers for (i) 3 registered investment companies with approximately $797.5 million in total net assets, (ii) 4 other pooled investment vehicles with approximately $831.3 million in total net assets, and approximately 23 other accounts with approximately $1.7 billion in total net assets.

Phil Susser served as portfolio managers for (i) 3 registered investment companies with approximately $797.5 million in total net assets, (ii) 4 other pooled investment vehicles with approximately $831.3 million in total net assets, and approximately 27 other accounts with approximately $1.7 billion in total net assets.

THE SUTTER HIGH YIELD TEAM HAS 2 ACCOUNTS WITH ADVISORY FEES THAT ARE BASED ON ACCOUNT PERFORMANCE. THE TOTAL AUM OF THOSE ACCOUNTS IS $88 MILLION. IN ADDITION, THE STRUCTURED PRODUCTS MANAGED BY THE TEAM (CBO'S AND CLO'S) HAVE IMBEDDED INCENTIVE FEES (SMALL COMPONENT).

POTENTIAL CONFLICTS OF INTEREST

As an investment adviser, Wells Capital has fiduciary responsibilities to act in the best interests of its clients. Such duties include: reasonable and independent basis for its investment advice, seeking best price execution for clients' securities transactions, ensuring that the investment advice is suitable to the client's objectives, and refraining from engaging in personal securities transactions inconsistent with client interests.

Wells Capital has an internal compliance group headed by the Director of Business Risk Management, Mai Shiver, who reports directly to the firm president. All employee investment activities are monitored by the internal compliance group according to the Compliance Manual and Code of Ethics documents, which set forth compliance policies, procedures and requirements for the firm and its employees.

All of the accounts managed by the portfolio managers of the U.S. High Yield Bond Trust seek to maximize total return with a high level of current income in below investment-grade bonds. The process is bottom-up with a focus on credit analysis of individual securities rated primarily below BBB. The objective is to outperform the Merrill Lynch U.S. High Yield Master II Index. All client accounts are managed similarly in the Sutter High Yield strategy. Fund holdings and performance results between small and large account sizes are very similar but will differ slightly. Return and fund holding dispersion may occur due to slight security allocation imperfections, the "ramping-up" of new clients, and other account- specific


considerations. No dispersion exists from individual portfolio manager decisions as all funds are executed on a team approach and are executed across all accounts based on suitability.

All of the accounts managed by the portfolio managers of the Core Bond Trust utilize a bottom up security selection process to identify investment opportunities from a universe of high-grade liquid bonds. The manager employs a broad array of fixed income securities, including U.S. Government, corporate, mortgage-backed and asset-backed securities and CMOs in the investment process. To minimize dispersion among accounts, and to the extent possible, securities or types of securities purchased or sold are allocated across all the accounts by their respective asset sizes. Nonetheless, changing or significantly different fund sizes can produce some dispersion.

Wells Capital has adopted fixed income compliance procedures and policies to manage potential conflicts of interest such as allocation of investment opportunities. No advisory account will be favored over any other advisory account. Investment opportunities within a strategy generally are allocated pro-rata, either based on an individual security or groupings of similar securities, subject to investment guidelines and overall risk targets. Allocations of individual securities and security types between investment strategies generally are based on meeting targeted risk objectives. Trades frequently are made to rebalance funds that have experienced cash flows and are not allocated pro-rata.

DESCRIPTION OF COMPENSATION STRUCTURE

Wells Capital Management has a comprehensive and competitive compensation program. Wells Capital Management surveys our industry annually to reassess the standing of critical components including salary points, cash bonus incentives, and deferred compensation. Wells Capital Management custom tailors personal scorecards to measure positive contributions to relative investment results. Well Capital Management presets ranges so incentive opportunities are known and measured continually. Wells Capital Management may additionally utilize "revenue share" programs to reward outstanding performance and to retain outstanding people.

Compensation for portfolio managers is focused on annual and historical investment performance as compared to the fund's objectives, contribution to client retention and business relationships, and asset growth. Research analysts are also evaluated based on the performance of the sectors that they cover in the fund and their security recommendations. Investment team compensation structure is directly linked to the value added to clients' funds as measured by the performance metrics described here.

Long-tenured investment professionals with proven success may also participate in a revenue sharing program that is tied to the success of their respective investment portfolios, aligns the interests of the investment team with the clients' and provides direct participation in the growth and success of the company and its clients. Revenue sharing is one example of a powerful incentive program that helps to retain and attract the caliber of investment talent that we believe characterizes Wells Capital Management's investment teams.


WESTERN ASSET MANAGEMENT COMPANY
("Western Asset")

High Yield Trust
Strategic Bond Trust
U.S. Government Securities Trust

PORTFOLIO MANAGERS

HIGH YIELD TRUST

A team of investment professionals at Western Asset Management Company, led by Chief Investment Officer S. Kenneth Leech, Deputy Chief Investment Officer Stephen A. Walsh and Portfolio Managers Michael C. Buchanan, Timothy J. Settel and Ian R. Edmonds manages the portfolio.

STRATEGIC BOND TRUST

A team of investment professionals at Western Asset Management Company, led by Chief Investment Officer S. Kenneth Leech, Deputy Chief Investment Officer Stephen A. Walsh and Portfolio Managers Keith J. Gardner, Michael C. Buchanan and Matthew C. Duda, manages the portfolio.

U.S. GOVERNMENT SECURITIES TRUST

A team of investment professionals at Western Asset Management Company, led by Chief Investment Officer S. Kenneth Leech, Deputy Chief Investment Officer Stephen A. Walsh and Portfolio Managers Mark Lindbloom, Ron Mass and Fredrick Marki manages the portfolio.

OTHER ACCOUNTS

As of December 31, 2006, in addition to the High Yield, Strategic Bond and U.S. Government Securities Trusts, the portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

MICHAEL C. BUCHANAN

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                  16      6,252,663,208.61            0                     0
Other pooled investment
   vehicles                    6      3,341,578,377.53            0                     0
Other accounts                11        779,577,077.72            0                     0


MATTHEW C. DUDA

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                  7       1,299,553,017.48            0                           0
Other pooled investment
   vehicles                   7       1,700,872,417.28            0                           0
Other accounts                1          13,579,212.13            1               13,579,212.13

IAN R. EDMONDS

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                  0                     0             0                     0
Other pooled investment
   vehicles                   1         74,648,279.00             0                     0
Other accounts                2        235,017,472.02             0                     0

KEITH J. GARDNER

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                  7       1,299,553,017.48            0                           0
Other pooled investment
   vehicles                   7       1,700,872,417.28            0                           0
Other accounts                1          13,579,212.13            1               13,579,212.13


S. KENNETH LEECH

                                                           Number of Accounts
                          Number of                         Managed for which     Assets Managed for
                           Accounts      Total Assets        Advisory Fee is    which Advisory Fee is
Type of Account            Managed          Managed         Performance-Based     Performance-Based
---------------           ---------   ------------------   ------------------   ---------------------
Registered Investment
   Companies                 132       98,995,155,284.71            0                             0
Other pooled investment
   vehicles                  119      125,569,214,102.84            0                             0
Other accounts               943      274,000,744,331.03           96             31,138,791,430.44

MARK LINDBLOOM

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                  7       2,794,705,344.64            0                             0
Other pooled investment
   vehicles                   4         353,548,697.45            0                             0
Other accounts               23       4,689,457,295.60            2              1,020,908,948.40

FREDERICK MARKI

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                  0                      0            0                             0
Other pooled investment
   vehicles                   0                      0            0                             0
Other accounts               11       2,857,256,294.18            5              1,520,495,095.98


RONALD D. MASS

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                  1         175,056,678.42            0                             0
Other pooled investment
   vehicles                   0                      0            0                             0
Other accounts               10       4,943,830,050.45            3              1,017,804,623.90

TIMOTHY J. SETTEL

                                                         Number of Accounts
                          Number of                       Managed for which     Assets Managed for
                           Accounts     Total Assets       Advisory Fee is    which Advisory Fee is
Type of Account            Managed         Managed        Performance-Based     Performance-Based
---------------           ---------   ----------------   ------------------   ---------------------
Registered Investment
   Companies                 16       6,252,663,208.61            0                     0
Other pooled investment
   vehicles                   6       3,341,578,377.53            0                     0
Other accounts               11         779,577,077.72            0                     0

STEPHEN A. WALSH

                                                           Number of Accounts
                          Number of                         Managed for which     Assets Managed for
                           Accounts      Total Assets        Advisory Fee is    which Advisory Fee is
Type of Account            Managed          Managed         Performance-Based     Performance-Based
---------------           ---------   ------------------   ------------------   ---------------------
Registered Investment
   Companies                132        98,995,155,284.71            0                             0
Other pooled investment
   vehicles                 119       125,569,214,102.84            0                             0
Other accounts              943       274,000,744,331.03           96             31,138,791,430.44

Note: The numbers above reflect the overall number of portfolios managed by Western Asset. Mr. Leech and Mr. Walsh are involved in the management of all the firm's portfolios, but they are not solely responsible for particular portfolios. Western's investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. The individuals that have


been identified are responsible for overseeing implementation of the firm's overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

POTENTIAL CONFLICTS OF INTEREST

Potential conflicts of interest may arise in connection with the management of multiple accounts (including accounts managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio's trades, investment opportunities and broker selection.

Portfolio managers may be privy to the size, timing and possible market impact of a portfolio's trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, Western Asset or an affiliate has an interest in the account. Western Asset has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis in an attempt to mitigate any conflict of interest. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions for the portfolios, Western Asset determine which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), Western Asset may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account.

It is theoretically possible that portfolio managers could use information to the advantage of other accounts they manage and to the possible detriment of a portfolio. For example, a portfolio manager could short sell a security for an account immediately prior to a portfolio's sale of that security. To address this conflict, Western Assets has adopted procedures for reviewing and comparing selected trades of alternative investment accounts (which may make directional trades such as short sales) with long only accounts (which include the portfolios) for timing and pattern related issues. Trading decisions for alternative investment and long only accounts may not be identical even though the same Portfolio Manager may manage both types of accounts. Whether Western Asset allocates a particular investment opportunity to only alternative investment accounts or to alternative investment and long only accounts will depend on the investment strategy being implemented. If, under the circumstances, an investment opportunity is appropriate for both its alternative investment and long only accounts, then it will be allocated to both on a pro-rata basis. A portfolio manager may also face other potential conflicts of interest in managing a portfolio, and the description above is not a complete description of every conflict of interest that could be deemed to exist in managing both a portfolio and the other accounts listed above.

COMPENSATION OF PORTFOLIO MANAGERS

With respect to the compensation of the portfolio managers, the Western Asset's compensation system assigns each employee a total compensation "target" and a respective cap, which are derived from annual


market surveys that benchmark each role with their job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results.

Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

In addition, employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the subadvisr, and are determined by the professional's job function and performance as measured by a formal review process. All bonuses are completely discretionary. One of the principal factors considered is a portfolio manager's investment performance versus appropriate peer groups and benchmarks. Because portfolio managers are generally responsible for multiple accounts (including the portfolio) with similar investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account. A smaller portion of a bonus payment is derived from factors that include client service, business development, length of service to Western Asset, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Western Asset's business.

Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason, Inc. stock options and long-term incentives that vest over a set period of time past the award date.

PORTFOLIO MANAGER OWNERSHIP OF PORTFOLIO SECURITIES

The following table provides the dollar range of securities beneficially owned by each portfolio manager as of December 31, 2006:

Portfolio Manager     Dollar Range of Portfolio Securities Beneficially Owned
-----------------     -------------------------------------------------------
Michael C. Buchanan                             None
Matthew C. Duda                                 None
Ian R. Edmonds                                  None
Keith J. Gardner                                None
S. Kenneth Leech                                None
Mark Lindbloom                                  None
Frederick Marki                                 None
Ronald D. Mass                                  None
Timothy J. Settel                               None
Stephen A. Walsh                                None


APPENDIX IV

Adopted September 25, 2003

JOHN HANCOCK TRUST
(formerly, Manufacturers Investment Trust)

PROXY VOTING POLICIES AND PROCEDURES

Table of Contents

I. DELEGATION OF PROXY VOTING TO SUBADVISERS

A. DELEGATION
B. PROXY VOTING POLICIES AND PROCEDURES
C. UNDERLYING FUNDS

II. MATERIAL CONFLICTS OF INTEREST

III. PROCEDURES FOR SHAREHOLDERS/CONTRACT OWNERS TO OBTAIN PROXY VOTING POLICIES AND PROXY VOTING RECORD. DISCLOSURE OF PROXY VOTING PROCEDURES

A. DISCLOSURE OF PROCEDURES IN THE STATEMENT OF ADDITIONAL
INFORMATION OF THE TRUST
B. DISCLOSURE IN ANNUAL AND SEMI-ANNUAL REPORT
C. FILING OF PROXY VOTING RECORD ON FORM N-PX

IV. ANNUAL RENEWAL OF PROXY VOTING POLICIES AND PROCEDURES

***

I. DELEGATION OF PROXY VOTING TO SUBADVISERS

A. DELEGATION

The subadviser for each Trust portfolio shall vote all proxies relating to securities held by the portfolio and in that connection, and subject to any further policies and procedures contained herein, shall use proxy voting policies and procedures adopted by the subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940.

B. PROXY VOTING PROCEDURES

Except as noted under I.C. below, the proxy voting policies and procedures for each Trust portfolio shall be the same as those used by the portfolio's subadviser to vote proxies for the Trust portfolio. The proxy voting policies and procedures of the subadviser to each Trust portfolio relating to voting proxies of each Trust portfolio it manages, as such policies and procedures may be amended from time to time (the


"Subadviser Proxy Voting Procedures"), are hereby incorporated into these policies and procedures by reference.

C. UNDERLYING FUNDS

With respect to voting proxies relating to the securities of an underlying fund held by a Trust portfolio in reliance on any one of Sections 12(d)(1)(E), (F) or (G) of the Investment Company Act of 1940, or to the extent disclosed in the Trust's registration statement, the subadviser for the Trust portfolio, or the Trust, will vote proxies in the same proportion as the vote of all other holders of such underlying fund securities, unless the Trust intends to seek voting instructions from the shareholders of the Trust portfolio, in which case the subadviser, or the Trust, will vote proxies in the same proportion as the instructions timely received from shareholders of the Trust portfolio.

II. MATERIAL CONFLICTS OF INTEREST

If (1) the subadviser to any Trust portfolio knows that a vote presents a material conflict between the interests of (a) shareholders of the Trust portfolio and (b) the Trust's investment adviser, principal underwriter or any affiliated person of the Trust, its investment adviser or its principal underwriter, and (2) the subadviser does not propose to vote on the particular issue in the manner prescribed by its pre-determined proxy voting guidelines, then the subadviser will follow its conflict of interest procedures (as set forth in the subadviser's proxy voting policies and procedures) when voting such proxies.

If the proxy voting policies and procedures of any subadviser indicate that, in the case of any conflict of interest between the interests of shareholders of a Trust portfolio and another party, the subadviser will abstain from voting or will request the Board of Trustees of the Trust to provide voting instructions, the subadviser shall not abstain or make such request but instead shall vote proxies, in its discretion, either as recommended by an independent third party or as the subadviser may determine in its reasonable judgment to be in the best interests of the shareholders of the Trust portfolio.

III. PROCEDURES FOR SHAREHOLDERS/CONTRACT OWNERS TO OBTAIN PROXY VOTING POLICIES AND PROXY VOTING RECORD. DISCLOSURE OF PROXY VOTING PROCEDURES

A. DISCLOSURE OF POLICIES AND PROCEDURES IN THE STATEMENT OF ADDITIONAL INFORMATION

The Trust shall disclose in its Statement of Additional Information a summary of its Proxy Voting Policies and Procedures and of the Subadviser Proxy Voting Procedures included therein. (In lieu of including a summary of the procedures, the Trust may instead include the actual Subadviser Proxy Voting Procedures in the Statement of Additional Information.)


B. DISCLOSURE IN ANNUAL AND SEMI-ANNUAL REPORT

The Trust shall disclose in its annual and semi-annual shareholder reports that:

(a) a description of the Trust's proxy voting policies and procedures and (b) the Trust's proxy voting record for the most recent 12 month period ending June 30th, are available:

1. on the SEC's website, and

2. without charge, upon request, by calling a specified toll-free telephone number. The Trust will send these documents within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

II. FILING OF PROXY VOTING RECORD ON FORM N-PX

The Trust will annually file its complete proxy voting record with the SEC on Form N-PX. The Form N-PX shall be filed for the twelve month period ended June 30th no later than August 31st of each year.

III. ANNUAL APPROVAL OF PROXY VOTING PROCEDURES

The Trust's proxy voting policies and procedures shall be re-approved by the Trust's Board of Trustees at least annually.


AIM Capital Management Inc.

PROXY POLICIES AND PROCEDURES
(As Amended October 1, 2005)

A. Proxy Policies Each of A I M Advisors, Inc., A I M Capital Management, Inc. and AIM Private Asset Management, Inc. (each an "AIM Advisor" and collectively "AIM") has the fiduciary obligation to, at all times, make the economic best interest of advisory clients the sole consideration when voting proxies of companies held in client accounts. As a general rule, each AIM Advisor shall vote against any actions that would reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders' investments. At the same time, AIM believes in supporting the management of companies in which it invests, and will accord proper weight to the positions of a company's board of directors, and the AIM portfolio managers who chose to invest in the companies. Therefore, on most issues, our votes have been cast in accordance with the recommendations of the company's board of directors, and we do not currently expect that trend to change. Although AIM's proxy voting policies are stated below, AIM's proxy committee considers all relevant facts and circumstances, and retains the right to vote proxies as deemed appropriate.

I. Boards Of Directors

A board that has at least a majority of independent directors is integral to good corporate governance. Key board committees, including audit, compensation and nominating committees, should be completely independent. There are some actions by directors that should result in votes being withheld. These instances include directors who:

o Are not independent directors and (a) sit on the board's audit, compensation or nominating committee, or (b) sit on a board where the majority of the board is not independent;
o Attend less than 75 percent of the board and committee meetings without a valid excuse;
o It is not clear that the director will be able to fulfill his function;o Implement or renew a dead-hand or modified dead-hand poison pill;
o Enacted egregious corporate governance or other policies or failed to replace management as appropriate;
o Have failed to act on takeover offers where the majority of the shareholders have tendered their shares; or
o Ignore a shareholder proposal that is approved by a majority of the shares outstanding.

Votes in a contested election of directors must be evaluated on a case-by-case basis, considering the following factors:
o Long-term financial performance of the target company relative to its industry;
o Management's track record;
o Portfolio manager's assessment;


o Qualifications of director nominees (both slates);
o Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and
o Background to the proxy contest.

II. Independent Registered Public Accounting Firm

A company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence. We will support the reappointment of the company's auditors unless:
o It is not clear that the auditors will be able to fulfill their function;
o There is reason to believe the independent auditors have rendered an opinion that is neither accurate nor indicative of the company's financial position; or
o The auditors have a significant professional or personal relationship with the issuer that compromises the auditors' independence.

III. Compensation Programs Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders' ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider all incentives, awards and compensation, and compare them to a company-specific adjusted allowable dilution cap and a weighted average estimate of shareholder wealth transfer and voting power dilution.
o We will generally vote against equity-based plans where the total dilution (including all equity-based plans) is excessive.
o We will support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value.
o We will vote against plans that have any of the following structural features: ability to re-price underwater options without shareholder approval, ability to issue options with an exercise price below the stock's current market price, ability to issue reload options, or automatic share replenishment ("evergreen") feature.
o We will vote for proposals to reprice options if there is a value-for-value (rather than a share-for-share) exchange.
o We will generally support the board's discretion to determine and grant appropriate cash compensation and severance packages.

IV. Corporate Matters We will review management proposals relating to changes to capital structure, reincorporation, restructuring and mergers and acquisitions on a case by case basis, considering the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a company's industry and performance in terms of shareholder returns.
o We will vote for merger and acquisition proposals that the proxy committee and relevant portfolio managers believe, based on their review of the materials, will result in financial and operating benefits, have a fair offer price, have favorable prospects for the combined companies, and will not have a negative impact on corporate governance or shareholder rights.


o We will vote against proposals to increase the number of authorized shares of any class of stock that has superior voting rights to another class of stock.
o We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a company's industry and performance in terms of shareholder returns.
o We will vote for proposals to institute open-market share repurchase plans in which all shareholders participate on an equal basis.

V. Shareholder Proposals Shareholder proposals can be extremely complex, and the impact on share value can rarely be anticipated with any high degree of confidence. The proxy committee reviews shareholder proposals on a case-by-case basis, giving careful consideration to such factors as: the proposal's impact on the company's short-term and long-term share value, its effect on the company's reputation, the economic effect of the proposal, industry and regional norms applicable to the company, the company's overall corporate governance provisions, and the reasonableness of the request.
o We will generally abstain from shareholder social and environmental proposals.
o We will generally support the board's discretion regarding shareholder proposals that involve ordinary business practices.
o We will generally vote for shareholder proposals that are designed to protect shareholder rights if the company's corporate governance standards indicate that such additional protections are warranted.

o We will  generally  vote for proposals to lower  barriers to  shareholder
action.
o We will generally vote for proposals to subject  shareholder rights plans
to a  shareholder  vote.  In  evaluating  these  plans,  we give  favorable

consideration to the presence of "TIDE" provisions (short-term sunset provisions, qualified bid/permitted offer provisions, and/or mandatory review by a committee of independent directors at least every three years).

VI. Other
o We will vote against any proposal where the proxy materials lack sufficient information upon which to base an informed decision.
o We will vote against any proposals to authorize the proxy to conduct any other business that is not described in the proxy statement.
o We will vote any matters not specifically covered by these proxy policies and procedures in the economic best interest of advisory clients. AIM's proxy policies, and the procedures noted below, may be amended from time to time.

B. Proxy Committee Procedures The proxy committee currently consists of representatives from the Legal and Compliance Department, the Investments Department and the Finance Department. The committee members review detailed reports analyzing the proxy issues and have access to proxy statements and annual reports. Committee members may also speak to management of a company regarding proxy issues and should share relevant considerations with the proxy committee. The committee then discusses the issues and determines the vote. The committee shall give appropriate and significant weight to portfolio managers' views regarding a proposal's impact on shareholders. A proxy committee meeting requires a quorum of three committee members, voting in person or by e-mail.


AIM's proxy committee shall consider its fiduciary responsibility to all clients when addressing proxy issues and vote accordingly. The proxy committee may enlist the services of reputable outside professionals and/or proxy evaluation services, such as Institutional Shareholder Services or any of its subsidiaries ("ISS"), to assist with the analysis of voting issues and/or to carry out the actual voting process. To the extent the services of ISS or another provider are used, the proxy committee shall periodically review the policies of that provider. The proxy committee shall prepare a report for the Funds' Board of Trustees on a periodic basis regarding issues where AIM's votes do not follow the recommendation of ISS or another provider because AIM's proxy policies differ from those of such provider. In addition to the foregoing, the following shall be strictly adhered to unless contrary action receives the prior approval of the Funds' Board of Trustees:
1. Other than by voting proxies and participating in Creditors' committees, AIM shall not engage in conduct that involves an attempt to change or influence the control of a company.
2. AIM will not publicly announce its voting intentions and the reasons therefore.
3. AIM shall not participate in a proxy solicitation or otherwise seek proxy-voting authority from any other public company shareholder.
4. All communications regarding proxy issues between the proxy committee and companies or their agents, or with fellow shareholders shall be for the sole purpose of expressing and discussing AIM's concerns for its advisory clients' interests and not for an attempt to influence or control management.

C. Business/Disaster Recovery If the proxy committee is unable to meet due to a temporary business interruption, such as a power outage, a sub-committee of the proxy committee, even if such subcommittee does not constitute a quorum of the proxy committee, may vote proxies in accordance with the policies stated herein. If the sub-committee of the proxy committee is not able to vote proxies, the sub-committee shall authorize ISS to vote proxies by default in accordance with ISS' proxy policies and procedures, which may vary slightly from AIM's.

D. Restrictions Affecting Voting If a country's laws allow a company in that country to block the sale of the company's shares by a shareholder in advance of a shareholder meeting, AIM will not vote in shareholder meetings held in that country, unless the company represents that it will not block the sale of its shares in connection with the meeting. Administrative or other procedures, such as securities lending, may also cause AIM to refrain from voting. Although AIM considers proxy voting to be an important shareholder right, the proxy committee will not impede a portfolio manager's ability to trade in a stock in order to vote at a shareholder meeting.

E. Conflicts of Interest The proxy committee reviews each proxy to assess the extent to which there may be a material conflict between AIM's interests and those of advisory clients. A potential conflict of interest situation may include where AIM or an affiliate manages assets for, administers an employee benefit plan for, provides other financial products or services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote proxies in favor of management of the company may harm AIM's relationship with the company. In order to avoid


even the appearance of impropriety, the proxy committee will not take AIM's relationship with the company into account, and will vote the company's proxies in the best interest of the advisory clients, in accordance with these proxy policies and procedures.
If AIM's proxy policies and voting record do not guide the proxy committee's vote in a situation where a conflict of interest exists, the proxy committee will vote the proxy in the best interest of the advisory clients, and will provide information regarding the issue to the Funds' Board of Trustees in the next quarterly report. If a committee member has any conflict of interest with respect to a company or an issue presented, that committee member should inform the proxy committee of such conflict and abstain from voting on that company or issue.
F. Fund of Funds When an AIM Fund (an "Investing Fund") that invests in another AIM Fund(s) (an "Underlying Fund") has the right to vote on the proxy of the Underlying Fund, the Investing Fund will echo the votes of the other shareholders of the Underlying AIM Fund.

G. Conflict In These Policies If following any of the policies listed herein would lead to a vote that the proxy committee deems to be not in the best interest of AIM's advisory clients, the proxy committee will vote the proxy in the manner that they deem to be the best interest of AIM's advisory clients and will inform the Funds' Board of Trustees of such vote and the circumstances surrounding it promptly thereafter.


American Century Investments

PROXY VOTING POLICIES

American Century Investment Management, Inc. and American Century Global Investment Management, Inc. (collectively, the "Adviser") are the investment managers for a variety of clients, including the American Century family of mutual funds. As such, the Adviser has been delegated the authority to vote proxies with respect to investments held in the accounts it manages. The following is a statement of the proxy voting policies that have been adopted by the Adviser.

General Principles

In voting proxies, the Adviser is guided by general fiduciary principles. It must act prudently, solely in the interest of our clients, and for the exclusive purpose of providing benefits to them. The Adviser will attempt to consider all factors of its vote that could affect the value of the investment. We will not subordinate the interests of clients in the value of their investments to unrelated objectives. In short, the Adviser will vote proxies in the manner that we believe will do the most to maximize shareholder value.

Specific Proxy Matters

A. Routine Matters

1. Election of Directors
a. Generally. The Adviser will generally support the election of directors that result in a board made up of a majority of independent directors. In general, the Adviser will vote in favor of management's director nominees if they are running unopposed. The Adviser believes that management is in the best possible position to evaluate the qualifications of directors and the needs and dynamics of a particular board. The Adviser of course maintains the ability to vote against any candidate whom it feels is not qualified. For example, we will generally vote for management's director nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities. Conversely, we will vote against individual directors if they do not provide an adequate explanation for repeated absences at board meetings. When management's nominees are opposed in a proxy contest, the Adviser will evaluate which nominees' publicly-announced management policies and goals are most likely to maximize shareholder value, as well as the past performance of the incumbents. In cases where the Adviser's clients are significant holders of a company's voting securities, management's recommendations will be reviewed with the client or an appropriate fiduciary responsible for the client (e.g., a committee of the independent directors of a fund, the trustee of a retirement plan).

b. Committee Service. The Adviser will withhold votes for non-independent directors who serve on the audit, compensation and/or nominating committees of the board.

c. Classification of Boards. The Adviser will support proposals that seek to declassify boards. Conversely, the Adviser will oppose efforts to adopt classified board structures.

d. Majority Independent Board. The Adviser will support proposals calling for a majority of independent directors on a board. We believe that a majority of independent directors can helps to facilitate objective decision making and enhances accountability to shareholders.

e. Withholding Campaigns. The Adviser will support proposals calling for shareholders to withhold votes for directors where such actions will advance the principles set forth in paragraphs (a) through (d) above.


2. Ratification of Selection of Auditors The Adviser will generally rely on the judgment of the issuer's audit committee in selecting the independent auditors who will provide the best service to the company. The Adviser believes that independence of the auditors is paramount and will vote against auditors whose independence appears to be impaired. We will vote against proposed auditors in those circumstances where (1) an auditor has a financial interest in or association with the company, and is therefore not independent; (2) non-audit fees comprise more than 50% of the total fees paid by the company to the audit firm; or (3) there is reason to believe that the independent auditor has previously rendered an opinion to the issuer that is either inaccurate or not indicative of the company's financial position.

B. Equity-Based Compensation Plans The Adviser believes that equity-based incentive plans are economically significant issues upon which shareholders are entitled to vote. The Adviser recognizes that equity-based compensation plans can be useful in attracting and maintaining desirable employees. The cost associated with such plans must be measured if plans are to be used appropriately to maximize shareholder value. The Adviser will conduct a case-by-case analysis of each stock option, stock bonus or similar plan or amendment, and generally approve management's recommendations with respect to adoption of or amendments to a company's equity-based compensation plans, provided that the total number of shares reserved under all of a company's plans is reasonable and not excessively dilutive.

The Adviser will review equity-based compensation plans or amendments thereto on a case-by-case basis. Factors that will be considered in the determination include the company's overall capitalization, the performance of the company relative to its peers, and the maturity of the company and its industry; for example, technology companies often use options broadly throughout its employee base which may justify somewhat greater dilution.

Amendments which are proposed in order to bring a company's plan within applicable legal requirements will be reviewed by the Adviser's legal counsel; amendments to executive bonus plans to comply with IRS Section 162(m) disclosure requirements, for example, are generally approved.

The Adviser will generally vote against the adoption of plans or plan amendments that:

o provide for immediate vesting of all stock options in the event of a change of control of the company (see "Anti-Takeover Proposals" below);

o reset outstanding stock options at a lower strike price unless accompanied by a corresponding and proportionate reduction in the number of shares designated. The Adviser will generally oppose adoption of stock option plans that explicitly or historically permit repricing of stock options, regardless of the number of shares reserved for issuance, since their effect is impossible to evaluate;

o establish restriction periods shorter than three years for restricted stock grants;

o do not reasonably associate awards to performance of the company; and

o are excessively dilutive to the company.

C. Anti-Takeover Proposals In general, the Adviser will vote against any proposal, whether made by management or shareholders, which the Adviser believes would materially discourage a potential acquisition or takeover. In most cases an

Page 2

acquisition or takeover of a particular company will increase share value. The adoption of anti-takeover measures may prevent or frustrate a bid from being made, may prevent consummation of the acquisition, and may have a negative effect on share price when no acquisition proposal is pending. The items below discuss specific anti-takeover proposals.

1. Cumulative Voting The Adviser will vote in favor of any proposal to adopt cumulative voting and will vote against any proposal to eliminate cumulative voting that is already in place, except in cases where a company has a staggered board. Cumulative voting gives minority shareholders a stronger voice in the company and a greater chance for representation on the board. The Adviser believes that the elimination of cumulative voting constitutes an anti-takeover measure.

2. Staggered Board If a company has a "staggered board," its directors are elected for terms of more than one year and only a segment of the board stands for election in any year. Therefore, a potential acquiror cannot replace the entire board in one year even if it controls a majority of the votes. Although staggered boards may provide some degree of continuity and stability of leadership and direction to the board of directors, the Adviser believes that staggered boards are primarily an anti-takeover device and will vote against them. However, the Adviser does not necessarily vote against the re-election of staggered boards.

3. "Blank Check" Preferred Stock Blank check preferred stock gives the board of directors the ability to issue preferred stock, without further shareholder approval, with such rights, preferences, privileges and restrictions as may be set by the board. In response to a hostile take-over attempt, the board could issue such stock to a friendly party or "white knight" or could establish conversion or other rights in the preferred stock which would dilute the common stock and make an acquisition impossible or less attractive. The argument in favor of blank check preferred stock is that it gives the board flexibility in pursuing financing, acquisitions or other proper corporate purposes without incurring the time or expense of a shareholder vote. Generally, the Adviser will vote against blank check preferred stock. However, the Adviser may vote in favor of blank check preferred if the proxy statement discloses that such stock is limited to use for a specific, proper corporate objective as a financing instrument.

4. Elimination of Preemptive Rights When a company grants preemptive rights, existing shareholders are given an opportunity to maintain their proportional ownership when new shares are issued. A proposal to eliminate preemptive rights is a request from management to revoke that right.

While preemptive rights will protect the shareholder from having its equity diluted, it may also decrease a company's ability to raise capital through stock offerings or use stock for acquisitions or other proper corporate purposes. Preemptive rights may therefore result in a lower market value for the company's stock. In the long term, shareholders could be adversely affected by preemptive rights. The Adviser generally votes against proposals to grant preemptive rights, and for proposals to eliminate preemptive rights.

5. Non-targeted Share Repurchase A non-targeted share repurchase is generally used by company management to prevent the value of stock held by existing shareholders from deteriorating. A non-targeted share repurchase may reflect management's

Page 3

belief in the favorable business prospects of the company. The Adviser finds no disadvantageous effects of a non-targeted share repurchase and will generally vote for the approval of a non-targeted share repurchase subject to analysis of the company's financial condition.

6. Increase in Authorized Common Stock The issuance of new common stock can also be viewed as an anti-takeover measure, although its effect on shareholder value would appear to be less significant than the adoption of blank check preferred. The Adviser will evaluate the amount of the proposed increase and the purpose or purposes for which the increase is sought. If the increase is not excessive and is sought for proper corporate purposes, the increase will be approved. Proper corporate purposes might include, for example, the creation of additional stock to accommodate a stock split or stock dividend, additional stock required for a proposed acquisition, or additional stock required to be reserved upon exercise of employee stock option plans or employee stock purchase plans. Generally, the Adviser will vote in favor of an increase in authorized common stock of up to 100%; increases in excess of 100% are evaluated on a case-by-case basis, and will be voted affirmatively if management has provided sound justification for the increase.

7. "Supermajority" Voting Provisions or Super Voting Share Classes A "supermajority" voting provision is a provision placed in a company's charter documents which would require a "supermajority" (ranging from 66 to 90%) of shareholders and shareholder votes to approve any type of acquisition of the company. A super voting share class grants one class of shareholders a greater per-share vote than those of shareholders of other voting classes. The Adviser believes that these are standard anti-takeover measures and will vote against them. The supermajority provision makes an acquisition more time-consuming and expensive for the acquiror. A super voting share class favors one group of shareholders disproportionately to economic interest. Both are often proposed in conjunction with other anti-takeover measures.

8. "Fair Price" Amendments This is another type of charter amendment that would require an offeror to pay a "fair" and uniform price to all shareholders in an acquisition. In general, fair price amendments are designed to protect shareholders from coercive, two-tier tender offers in which some shareholders may be merged out on disadvantageous terms. Fair price amendments also have an anti-takeover impact, although their adoption is generally believed to have less of a negative effect on stock price than other anti-takeover measures. The Adviser will carefully examine all fair price proposals. In general, the Adviser will vote against fair price proposals unless it can be determined from the proposed operation of the fair price proposal that it is likely that share price will not be negatively affected and the proposal will not have the effect of discouraging acquisition proposals.

9. Limiting the Right to Call Special Shareholder Meetings. The incorporation statutes of many states allow minority shareholders at a certain threshold level of ownership (frequently 10%) to call a special meeting of shareholders. This right can be eliminated (or the threshold increased) by amendment to the company's charter documents. The Adviser believes that the right to call a special shareholder meeting is significant for minority shareholders; the elimination of such right will be viewed as an anti-takeover measure and we will vote against proposals attempting to eliminate this right and for proposals attempting to restore it.

Page 4

10. Poison Pills or Shareholder Rights Plans Many companies have now adopted some version of a poison pill plan (also known as a shareholder rights plan). Poison pill plans generally provide for the issuance of additional equity securities or rights to purchase equity securities upon the occurrence of certain hostile events, such as the acquisition of a large block of stock.

The basic argument against poison pills is that they depress share value, discourage offers for the company and serve to "entrench" management. The basic argument in favor of poison pills is that they give management more time and leverage to deal with a takeover bid and, as a result, shareholders may receive a better price. The Adviser believes that the potential benefits of a poison pill plan are outweighed by the potential detriments. The Adviser will generally vote against all forms of poison pills.

We will, however, consider on a case-by-case basis poison pills that are very limited in time and preclusive effect. We will generally vote in favor of such a poison pill if it is linked to a business strategy that will - in our view - likely result in greater value for shareholders, if the term is less than three years, and if shareholder approval is required to reinstate the expired plan or adopt a new plan at the end of this term.

11. Golden Parachutes Golden parachute arrangements provide substantial compensation to executives who are terminated as a result of a takeover or change in control of their company. The existence of such plans in reasonable amounts probably has only a slight anti-takeover effect. In voting, the Adviser will evaluate the specifics of the plan presented.

12. Reincorporation Reincorporation in a new state is often proposed as one part of a package of anti-takeover measures. Several states (such as Pennsylvania, Ohio and Indiana) now provide some type of legislation that greatly discourages takeovers. Management believes that Delaware in particular is beneficial as a corporate domicile because of the well-developed body of statutes and case law dealing with corporate acquisitions.

We will examine reincorporation proposals on a case-by-case basis. If the Adviser believes that the reincorporation will result in greater protection from takeovers, the reincorporation proposal will be opposed. We will also oppose reincorporation proposals involving jurisdictions that specify that directors can recognize non-shareholder interests over those of shareholders. When reincorporation is proposed for a legitimate business purpose and without the negative effects identified above, the Adviser will vote affirmatively.

13. Confidential Voting Companies that have not previously adopted a "confidential voting" policy allow management to view the results of shareholder votes. This gives management the opportunity to contact those shareholders voting against management in an effort to change their votes.

Proponents of secret ballots argue that confidential voting enables shareholders to vote on all issues on the basis of merit without pressure from management to influence their decision. Opponents argue that confidential voting is more expensive and unnecessary; also, holding shares in a nominee name maintains shareholders' confidentiality. The Adviser believes that the only way to insure anonymity of votes is through confidential voting, and that the benefits of confidential voting outweigh the incremental additional cost of administering a confidential voting system. Therefore, we will vote in favor of any proposal to adopt confidential voting.

Page 5

14. Opting In or Out of State Takeover Laws State takeover laws typically are designed to make it more difficult to acquire a corporation organized in that state. The Adviser believes that the decision of whether or not to accept or reject offers of merger or acquisition should be made by the shareholders, without unreasonably restrictive state laws that may impose ownership thresholds or waiting periods on potential acquirors. Therefore, the Adviser will vote in favor of opting out of restrictive state takeover laws.

C. Other Matters

1. Shareholder Proposals Involving Social, Moral or Ethical Matters

The Adviser will generally vote management's recommendation on issues that primarily involve social, moral or ethical matters, such as the MacBride Principles pertaining to operations in Northern Ireland. While the resolution of such issues may have an effect on shareholder value, the precise economic effect of such proposals, and individual shareholder's preferences regarding such issues is often unclear. Where this is the case, the Adviser believes it is generally impossible to know how to vote in a manner that would accurately reflect the views of the Adviser's clients, and therefore will review management's assessment of the economic effect of such proposals and rely upon it if we believe its assessment is not unreasonable.

Shareholders may also introduce social, moral or ethical proposals which are the subject of existing law or regulation. Examples of such proposals would include a proposal to require disclosure of a company's contributions to political action committees or a proposal to require a company to adopt a non-smoking workplace policy. The Adviser believes that such proposals are better addressed outside the corporate arena, and will vote with management's recommendation; in addition, the Adviser will generally vote against any proposal which would require a company to adopt practices or procedures which go beyond the requirements of existing, directly applicable law.

2. Anti-Greenmail Proposals "Anti-greenmail" proposals generally limit the right of a corporation, without a shareholder vote, to pay a premium or buy out a 5% or greater shareholder. Management often argues that they should not be restricted from negotiating a deal to buy out a significant shareholder at a premium if they believe it is in the best interest of the company. Institutional shareholders generally believe that all shareholders should be able to vote on such a significant use of corporate assets. The Adviser believes that any repurchase by the company at a premium price of a large block of stock should be subject to a shareholder vote. Accordingly, it will vote in favor of anti-greenmail proposals.

3. Indemnification The Adviser will generally vote in favor of a corporation's proposal to indemnify its officers and directors in accordance with applicable state law. Indemnification arrangements are often necessary in order to attract and retain qualified directors. The adoption of such proposals appears to have little effect on share value.

4. Non-Stock Incentive Plans Management may propose a variety of cash-based incentive or bonus plans to stimulate employee performance. In general, the cash or other corporate

Page 6

assets required for most incentive plans is not material, and the Adviser will vote in favor of such proposals, particularly when the proposal is recommended in order to comply with IRC Section 162(m) regarding salary disclosure requirements. Case-by-case determinations will be made of the appropriateness of the amount of shareholder value transferred by proposed plans.

5. Director Tenure These proposals ask that age and term restrictions be placed on the board of directors. The Adviser believes that these types of blanket restrictions are not necessarily in the best interests of shareholders and therefore will vote against such proposals, unless they have been recommended by management.

6. Directors' Stock Options Plans The Adviser believes that stock options are an appropriate form of compensation for directors, and the Adviser will vote for director stock option plans which are reasonable and do not result in excessive shareholder dilution. Analysis of such proposals will be made on a case-by-case basis, and will take into account total board compensation and the company's total exposure to stock option plan dilution.

7. Director Share Ownership The Adviser will vote against shareholder proposals which would require directors to hold a minimum number of the company's shares to serve on the Board of Directors, in the belief that such ownership should be at the discretion of Board members.

Monitoring Potential Conflicts of Interest

Corporate management has a strong interest in the outcome of proposals submitted to shareholders. As a consequence, management often seeks to influence large shareholders to vote with their recommendations on particularly controversial matters. In the vast majority of cases, these communications with large shareholders amount to little more than advocacy for management's positions and give the Adviser's staff the opportunity to ask additional questions about the matter being presented. Companies with which the Adviser has direct business relationships could theoretically use these relationships to attempt to unduly influence the manner in which the Adviser votes on matters for its clients. To ensure that such a conflict of interest does not affect proxy votes cast for the Adviser's clients, our proxy voting personnel regularly catalog companies with whom the Adviser has significant business relationships; all discretionary (including case-by-case) voting for these companies will be voted by the client or an appropriate fiduciary responsible for the client (e.g., a committee of the independent directors of a fund or the trustee of a retirement plan).

************************************************************

The voting policies expressed above are of course subject to modification in certain circumstances and will be reexamined from time to time. With respect to matters that do not fit in the categories stated above, the Adviser will exercise its best judgment as a fiduciary to vote in the manner which will most enhance shareholder value.

Case-by-case determinations will be made by the Adviser's staff, which is overseen by the General Counsel of the Adviser, in consultation with equity managers. Electronic records will be kept of all votes made.

Original 6/1/1989

Page 7

Original 6/1/1989

Revised 12/05/1991

Revised 2/15/1997

Revised 8/1/1999

Revised 7/1/2003

Revised 12/13/2005

Page 8

Proxy Voting Policies and Procedures

For BlackRock Advisors, LLC

And Its Affiliated SEC Registered Investment Advisers

September 30, 2006


Proxy Voting Policies and Procedures

These Proxy Voting Policies and Procedures ("Policy") for BlackRock Advisors, LLC and its affiliated U.S. registered investment advisers(1) ("BlackRock") reflect our duty as a fiduciary under the Investment Advisers Act of 1940 (the "Advisers Act") to vote proxies in the best interests of our clients. BlackRock serves as the investment manager for investment companies, other commingled investment vehicles and/or separate accounts of institutional and other clients. The right to vote proxies for securities held in such accounts belongs to BlackRock's clients. Certain clients of BlackRock have retained the right to vote such proxies in general or in specific circumstances.(2) Other clients, however, have delegated to BlackRock the right to vote proxies for securities held in their accounts as part of BlackRock's authority to manage, acquire and dispose of account assets.

When BlackRock votes proxies for a client that has delegated to BlackRock proxy voting authority, BlackRock acts as the client's agent. Under the Advisers Act, an investment adviser is a fiduciary that owes each of its clients a duty of care and loyalty with respect to all services the adviser undertakes on the client's behalf, including proxy voting. BlackRock is therefore subject to a fiduciary duty to vote proxies in a manner BlackRock believes is consistent with the client's best interests,(3) whether or not the client's proxy voting is subject to the fiduciary standards of the Employee Retirement Income Security Act of 1974 ("ERISA").(4) When voting proxies for client accounts (including investment companies), BlackRock's primary objective is to make voting decisions solely in the best interests of clients and ERISA clients' plan beneficiaries and participants. In fulfilling its obligations to clients, BlackRock will seek to act in a manner that it believes is most likely to enhance the economic value of the underlying securities held in client accounts.(5) It is imperative that BlackRock considers the interests of its clients, and not the interests of BlackRock, when voting proxies and that real (or perceived) material conflicts that may arise between BlackRock's interest and those of BlackRock's clients are properly addressed and resolved.


(1) The Policy does not apply to BlackRock Asset Management U.K. Limited and BlackRock Investment Managers International Limited, which are U.S. registered investment advisers based in the United Kingdom.
(2) In certain situations, a client may direct BlackRock to vote in accordance with the client's proxy voting policies. In these situations, BlackRock will seek to comply with such policies to the extent it would not be inconsistent with other BlackRock legal responsibilities.
(3) Letter from Harvey L. Pitt, Chairman, SEC, to John P.M. Higgins, President, Ram Trust Services (February 12, 2002) (Section 206 of the Investment Advisers Act imposes a fiduciary responsibility to vote proxies fairly and in the best interests of clients); SEC Release No. IA-2106 (February 3, 2003).
(4) DOL Interpretative Bulletin of Sections 402, 403 and 404 of ERISA at 29 C.F.R. 2509.94-2
(5) Other considerations, such as social, labor, environmental or other policies, may be of interest to particular clients. While BlackRock is cognizant of the importance of such considerations, when voting proxies it will generally take such matters into account only to the extent that they have a direct bearing on the economic value of the underlying securities. To the extent that a BlackRock client desires to pursue a particular social, labor, environmental or other agenda through the proxy votes made for its securities held through BlackRock as investment adviser, BlackRock encourages the client to consider retaining direct proxy voting authority or to appoint independently a special proxy voting fiduciary other than BlackRock.

1

Advisers Act Rule 206(4)-6 was adopted by the SEC in 2003 and requires, among other things, that an investment adviser that exercises voting authority over clients' proxy voting adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interests of clients, discloses to its clients information about those policies and procedures and also discloses to clients how they may obtain information on how the adviser has voted their proxies.

In light of such fiduciary duties, the requirements of Rule 206(4)-6, and given the complexity of the issues that may be raised in connection with proxy votes, BlackRock has adopted these policies and procedures. BlackRock's Equity Investment Policy Oversight Committee, or a sub-committee thereof (the "Committee"), addresses proxy voting issues on behalf of BlackRock and its clients.(6) The Committee is comprised of senior members of BlackRock's Portfolio Management Group and advised by BlackRock's Legal and Compliance Department.


(6) Subject to the Proxy Voting Policies of Merrill Lynch Bank & Trust Company FSB, the Committee may also function jointly as the Proxy Voting Committee for Merrill Lynch Bank & Trust Company FSB trust accounts managed by personnel dually-employed by BlackRock.

2

I. Scope of Committee Responsibilities The Committee shall have the responsibility for determining how to address proxy votes made on behalf of all BlackRock clients, except for clients who have retained the right to vote their own proxies, either generally or on any specific matter. In so doing, the Committee shall seek to ensure that proxy votes are made in the best interests of clients, and that proxy votes are determined in a manner free from unwarranted or inappropriate influences. The Committee shall also oversee the overall administration of proxy voting for BlackRock accounts.(7)

The Committee shall establish BlackRock's proxy voting guidelines, with such advice, participation and research as the Committee deems appropriate from portfolio managers, proxy voting services or other knowledgeable interested parties. As it is anticipated that there will not necessarily be a "right" way to vote proxies on any given issue applicable to all facts and circumstances, the Committee shall also be responsible for determining how the proxy voting guidelines will be 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 alternative actions. In so doing, the Committee may determine to vote a particular proxy in a manner contrary to its generally stated guidelines.

The Committee may determine that the subject matter of certain proxy issues are not suitable for general voting guidelines and requires a case-by-case determination, in which case the Committee may elect not to adopt a specific voting guideline applicable to such issues. BlackRock believes that certain proxy voting issues - such as approval of mergers and other significant corporate transactions - require investment analysis akin to investment decisions, and are therefore not suitable for general guidelines. The Committee may elect to adopt a common BlackRock position on certain proxy votes that are akin to investment decisions, or determine to permit portfolio managers to make individual decisions on how best to maximize economic value for the accounts for which they are responsible (similar to normal buy/sell investment decisions made by such portfolio managers).(8)

While it is expected that BlackRock, as a fiduciary, will generally seek to vote proxies over which BlackRock exercises voting authority in a uniform manner for all BlackRock clients, the Committee, in conjunction with the portfolio manager of an account, may determine that the specific circumstances of such account require that such account's proxies be voted differently due to such account's investment objective or other factors that differentiate it from other accounts. In addition, on proxy votes that are akin to investment decisions, BlackRock believes portfolio managers may from time to time


(7) The Committee may delegate day-to-day administrative responsibilities to other BlackRock personnel and/or outside service providers, as appropriate.
(8) The Committee will normally defer to portfolio managers on proxy votes that are akin to investment decisions except for proxy votes that involve a material conflict of interest, in which case it will determine, in its discretion, the appropriate voting process so as to address such conflict.

3

legitimately reach differing but equally valid views, as fiduciaries for BlackRock's clients, on how best to maximize economic value in respect of a particular investment.

The Committee will also be responsible for ensuring the maintenance of records of each proxy vote, as required by Advisers Act Rule 204-2.(9) All records will be maintained in accordance with applicable law. Except as may be required by applicable legal requirements, or as otherwise set forth herein, the Committee's determinations and records shall be treated as proprietary, nonpublic and confidential.

The Committee shall be assisted by other BlackRock personnel, as may be appropriate. In particular, the Committee has delegated to the BlackRock Operations Department responsibility for monitoring corporate actions and ensuring that proxy votes are submitted in a timely fashion. The Operations Department shall ensure that proxy voting issues are promptly brought to the Committee's attention and that the Committee's proxy voting decisions are appropriately disseminated and implemented.

To assist BlackRock in voting proxies, the Committee may retain the services of a firm providing such services. BlackRock has currently retained Institutional Shareholder Services ("ISS") in that role. 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 BlackRock may include, but are not limited to, in-depth research, voting recommendations (which the Committee is not obligated to follow), vote execution, and recordkeeping.


(9) The Committee may delegate the actual maintenance of such records to an outside service provider. Currently, the Committee has delegated the maintenance of such records to Institutional Shareholder Services.

4

II. Special Circumstances

Routine Consents. BlackRock may be asked from time to time to consent to an amendment to, or grant a waiver under, a loan agreement, partnership agreement, indenture or other governing document of a specific financial instrument held by BlackRock clients. BlackRock will generally treat such requests for consents not as "proxies" subject to these Proxy Voting Policies and Procedures but as investment matters to be dealt with by the responsible BlackRock investment professionals would, provided that such consents (i) do not relate to the election of a board of directors or appointment of auditors of a public company, and (ii) either (A) would not otherwise materially affect the structure, management or control of a public company, or (B) relate to a company in which BlackRock clients hold only interests in bank loans or debt securities and are consistent with customary standards and practices for such instruments.

Securities on Loan. Registered investment companies that are advised by BlackRock as well as certain of our advisory clients may participate in securities lending programs. Under most securities lending arrangements, securities on loan may not be voted by the lender (unless the loan is recalled). BlackRock believes that each client has the right to determine whether participating in a securities lending program enhances returns, to contract with the securities lending agent of its choice and to structure a securities lending program, through its lending agent, that balances any tension between loaning and voting securities in a matter that satisfies such client. If client has decided to participate in a securities lending program, BlackRock will therefore defer to the client's determination and not attempt to seek recalls solely for the purpose of voting routine proxies as this could impact the returns received from securities lending and make the client a less desirable lender in a marketplace. Where a client retains a lending agent that is unaffiliated with BlackRock, BlackRock will generally not seek to vote proxies relating to securities on loan because BlackRock does not have a contractual right to recall such loaned securities for the purpose of voting proxies. Where BlackRock or an affiliate acts as the lending agent, BlackRock will also generally not seek to recall loaned securities for proxy voting purposes, unless the portfolio manager responsible for the account or the Committee determines that voting the proxy is in the client's best interest and requests that the security be recalled.

Voting Proxies for Non-US Companies. While the proxy voting process is well established in the United States, voting proxies of non-US companies frequently involves logistical issues which can affect BlackRock's ability to vote such proxies, as well as the desirability of voting such proxies. These issues include (but are not limited to): (i) untimely notice of shareholder meetings,
(ii) restrictions on a foreigner's ability to exercise votes, (iii) requirements to vote proxies in person, (iv) "shareblocking" (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting), (v) potential difficulties in translating the proxy, and (vi) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions.

5

As a consequence, BlackRock votes proxies of non-US companies only on a "best-efforts" basis. In addition, the Committee may determine that it is generally in the best interests of BlackRock clients not to vote proxies of companies in certain countries if the Committee determines that the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote generally are expected to outweigh the benefit the client will derive by voting on the issuer's proposal. If the Committee so determines in the case of a particular country, the Committee (upon advice from BlackRock portfolio managers) may override such determination with respect to a particular issuer's shareholder meeting if the Committee believes the benefits of seeking to exercise a vote at such meeting outweighs the costs, in which case BlackRock will seek to vote on a best-efforts basis.

Securities Sold After Record Date. With respect to votes in connection with securities held on a particular record date but sold from a client account prior to the holding of the related meeting, BlackRock may take no action on proposals to be voted on in such meeting.

Conflicts of Interest. From time to time, BlackRock may be required to vote proxies in respect of an issuer that is an affiliate of BlackRock (a "BlackRock Affiliate"), or a money management or other client of BlackRock (a "BlackRock Client").(10) In such event, provided that the Committee is aware of the real or potential conflict, the following procedures apply:

o The Committee intends to adhere to the voting guidelines set forth herein for all proxy issues including matters involving BlackRock Affiliates and BlackRock Clients. 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 BlackRock's clients; and

o if the Committee determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Committee shall determine how to vote the proxy after consulting with the BlackRock Legal and Compliance Department and concluding that the vote cast is in the client's best interest notwithstanding the conflict.


(10) Such issuers may include investment companies for which BlackRock provides investment advisory, administrative and/or other services.

6

III. Voting Guidelines

The Committee has determined that it is appropriate and in the best interests of BlackRock's clients to adopt the following voting guidelines, which represent the Committee's usual voting position on certain recurring proxy issues that are not expected to involve unusual circumstances. With respect to any particular proxy issue, however, the Committee may elect to vote differently than a voting guideline if the Committee determines that doing so is, in the Committee's judgment, in the best interest of its clients. The guidelines may be reviewed at any time upon the request of any Committee member and may be amended or deleted upon the vote of a majority of voting Committee members present at a Committee meeting for which there is a quorum.

7

     A. Boards of Directors

     These proposals concern those issues submitted to shareholders  relating to
the  composition  of the Board of Directors of companies  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 Director nominee's history of representing shareholder interests as a director of other companies, or other factors to the extent the Committee deems relevant.

The Committee's general policy is to vote:


# VOTE and DESCRIPTION

A.1 FOR nominees for director of United States companies in uncontested elections, except for nominees who
o have missed at least two meetings and, as a result, attended less than 75% of meetings of the Board of Directors and its committees the previous year, unless the nominee missed the meeting(s) due to illness or company business
o voted to implement or renew a "dead-hand" poison pill
o ignored a shareholder proposal that was approved by either a majority of the shares outstanding in any year or by the majority of votes cast for two consecutive years o| failed to act on takeover offers where the majority of the shareholders have tendered their shares
o are corporate insiders who serve on the audit, compensation or nominating committees or on a full Board that does not have such committees composed exclusively of independent directors
o on a case-by-case basis, have served as directors of other companies with allegedly poor corporate governance
o sit on more than six boards of public companies

A.2 FOR nominees for directors of non-U.S. companies in uncontested elections, except for nominees from whom the Committee determines to withhold votes due to the nominees' poor records of representing shareholder interests, on a case-by-case basis

A.3 FOR proposals to declassify Boards of Directors, except where there exists a legitimate purpose for classifying boards

A.4 AGAINST proposals to classify Boards of Directors, except where there exists a legitimate purpose for classifying boards

8


A.5 AGAINST proposals supporting cumulative voting

A.6 FOR proposals eliminating cumulative voting

A.7 FOR proposals supporting confidential voting

A.8 FOR proposals seeking election of supervisory board members
A.9 AGAINST shareholder proposals seeking additional representation of women and/or minorities generally (i.e., not specific individuals) to a Board of Directors

A.10 AGAINST shareholder proposals for term limits for directors
A.11 FOR shareholder proposals to establish a mandatory retirement age for directors who attain the age of 72 or older

A.12 AGAINST shareholder proposals requiring directors to own a minimum amount of company stock

A.13 FOR proposals requiring a majority of independent directors on a Board of Directors

A.14 FOR proposals to allow a Board of Directors to delegate powers to a committee or committees

A.15 FOR proposals to require audit, compensation and/or nominating committees of a Board of Directors to consist exclusively of independent directors

A.16 AGAINST shareholder proposals seeking to prohibit a single person from occupying the roles of chairman and chief executive officer

A.17 FOR proposals to elect account inspectors

A.18 FOR proposals to fix the membership of a Board of Directors at a specified size

A.19 FOR proposals permitting shareholder ability to nominate directors directly

A.20 AGAINST proposals to eliminate shareholder ability to nominate directors directly

A.21 FOR proposals permitting shareholder ability to remove directors directly

A.22 AGAINST proposals to eliminate shareholder ability to remove directors directly

9

B. Auditors

These proposals concern those issues submitted to shareholders related to the selection of 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.

The Committee's general policy is to vote:


B.1 FOR approval of independent auditors, except for auditors that have a financial interest in, or material association with, the company they are auditing, and are therefore believed by the Committee not to be independent auditors who have rendered an opinion to any company which in the Committee's opinion is either not consistent with best accounting practices or not indicative of the company's financial situation
on a case-by-case basis, auditors who in the Committee's opinion provide a significant amount of non-audit services to the company

B.2 FOR proposals seeking authorization to fix the remuneration of auditors

B.3 FOR approving internal statutory auditors

B.4 FOR proposals for audit firm rotation, except for proposals that would require rotation after a period of less than 5 years

10

C. Compensation and Benefits

These proposals concern those issues submitted to shareholders related to management compensation and employee benefits. As a general matter, the Committee favors disclosure of a company's compensation and benefit policies and opposes excessive compensation, but believes that compensation matters are normally best determined by a corporation's board of directors, rather than shareholders. Proposals to "micro-manage" a company's compensation practices or to set arbitrary restrictions on compensation or benefits will therefore generally not be supported.

The Committee's general policy is to vote:


C.1 IN ACCORDANCE WITH THE RECOMMENDATION OF ISS
on compensation plans if the ISS recommendation is based solely
on whether or not the company's plan satisfies the allowable cap as calculated by ISS. If the recommendation of ISS is based on factors other than whether the plan satisfies the allowable cap the Committee will analyze the particular proposed plan. This policy applies to amendments of plans as well as to initial approvals.
C.2 FOR proposals to eliminate retirement benefits for outside directors

C.3 AGAINST proposals to establish retirement benefits for outside directors

C.4 FOR proposals approving the remuneration of directors or of supervisory board members

C.5 AGAINST proposals to reprice stock options

C.6 FOR proposals to approve employee stock purchase plans that apply to all employees. This policy applies to proposals to amend ESPPs if the plan as amended applies to all employees.

C.7 FOR proposals to pay retirement bonuses to directors of Japanese companies unless the directors have served less than three years
C.8 AGAINST proposals seeking to pay outside directors only in stock
C.9 FOR proposals seeking further disclosure of executive pay or requiring companies to report on their supplemental executive retirement benefits

C.10 AGAINST proposals to ban all future stock or stock option grants to executives

C.11 AGAINST option plans or grants that apply to directors or employees of "related companies" without adequate disclosure of the corporate relationship and justification of the option policy
C.12 FOR proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation

11

D. Capital Structure

These proposals relate to various requests, principally from management, for approval of amendments that would alter the capital structure of a company, such as an increase in authorized shares. As a general matter, the Committee will support requests that it believes enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive.

The Committee's general policy is to vote:


D.1 AGAINST proposals seeking authorization to issue shares without preemptive rights except for issuances up to 10% of a non-US company's total outstanding capital

D.2 FOR management proposals seeking preemptive rights or seeking authorization to issue shares with preemptive rights

D.3 FOR management proposals approving share repurchase programs
D.4 FOR management proposals to split a company's stock

D.5 FOR management proposals to denominate or authorize denomination of securities or other obligations or assets in Euros
D.6 FOR proposals requiring a company to expense stock options (unless the company has already publicly committed to do so by a certain date).

12

E. Corporate Charter and By-Laws

These proposals relate to various requests for approval of amendments to a corporation's charter or by-laws, principally for the purpose of adopting or redeeming "poison pills". As a general matter, the Committee opposes poison pill provisions.

The Committee's general policy is to vote:


E.1 AGAINST proposals seeking to adopt a poison pill

E.2 FOR proposals seeking to redeem a poison pill

E.3 FOR proposals seeking to have poison pills submitted to shareholders for ratification

E.4 FOR management proposals to change the company's name

13

F. Corporate Meetings

These are routine proposals relating to various requests regarding the formalities of corporate meetings.

The Committee's general policy is to vote:


F.1 AGAINST proposals that seek authority to act on "any other business that may arise"

F.2 FOR proposals designating two shareholders to keep minutes of the meeting

F.3 FOR proposals concerning accepting or approving financial statements and statutory reports

F.4 FOR proposals approving the discharge of management and the supervisory board

F.5 FOR proposals approving the allocation of income and the dividend

F.6 FOR proposals seeking authorization to file required documents/other formalities

F.7 FOR proposals to authorize the corporate board to ratify and execute approved resolutions

F.8 FOR proposals appointing inspectors of elections

F.9 FOR proposals electing a chair of the meeting

F.10 FOR proposals to permit "virtual" shareholder meetings over the Internet

F.11 AGAINST proposals to require rotating sites for shareholder meetings

14

G. Investment Companies

These proposals relate to proxy issues that are associated solely with holdings of shares of investment companies, including, but not limited to, investment companies for which BlackRock provides investment advisory, administrative and/or other services. 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 of 1940 envisions will be approved directly by shareholders.

The Committee's general policy is to vote:


G.1 FOR nominees for director of mutual funds in uncontested elections, except for nominees who have missed at least two meetings and, as a result, attended less than 75% of meetings of the Board of Directors and its committees the previous year, unless the nominee missed the meeting due to illness or fund business ignore a shareholder proposal that was approved by either a majority of the shares outstanding in any year or by the majority of votes cast for two consecutive years are interested directors who serve on the audit or nominating committees or on a full Board that does not have such committees composed exclusively of independent directors on a case-by-case basis, have served as directors of companies with allegedly poor corporate governance

G.2 FOR the establishment of new series or classes of shares
G.3 AGAINST proposals to change a fund's investment objective to nonfundamental

G.4 FOR proposals to establish a master-feeder structure or authorizing the Board to approve a master-feeder structure without a further shareholder vote

G.5 AGAINST a shareholder proposal for the establishment of a director ownership requirement

G.6 FOR classified boards of closed-end investment companies

15

H. Environmental and Social Issues

These are shareholder proposals to limit 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 the 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.

The Committee's general policy is to vote:


H.1 AGAINST proposals seeking to have companies adopt international codes of conduct

H.2 AGAINST proposals seeking to have companies provide non- required reports on:
|X| environmental liabilities;
|X| bank lending policies;
|X| corporate political contributions or activities; |X| alcohol advertising and efforts to discourage drinking by minors;
|X| costs and risk of doing business in any individual country; |X| involvement in nuclear defense systems

H.3 AGAINST proposals requesting reports on Maquiladora operations or on CERES principles

H.4 AGAINST proposals seeking implementation of the CERES principles

16

Notice to Clients

BlackRock will make records of any proxy vote it has made on behalf of a client available to such client upon request.(11) BlackRock will use its best efforts to treat proxy votes of clients as confidential, except as it may decide to best serve its clients' interests or as may be necessary to effect such votes or as may be required by law.

BlackRock encourage clients with an interest in particular proxy voting issues to make their views known to BlackRock, provided that, in the absence of specific written direction from a client on how to vote that client's proxies, BlackRock reserves the right to vote any proxy in a manner it deems in the best interests of its clients, as it determines in its sole discretion.

These policies are as of the date indicated on the cover hereof. The Committee may subsequently amend these policies at any time, without notice.


(11) Such request may be made to the client's portfolio or relationship manager or addressed in writing to Secretary, BlackRock Equity Investment Policy Oversight Committee, Legal and Compliance Department, BlackRock Inc., 40 East 52nd Street, New York, New York 10022.

17

CAPITAL GUARDIAN TRUST COMPANY
PROXY VOTING POLICY AND PROCEDURES

POLICY

Capital Guardian Trust Company ("CGTC") provides investment management services to clients that include, among others, corporate and public pension plans, foundations and endowments and registered investment companies. CGTC's Personal Investment Management Division ("PIM") provides investment management and fiduciary services, including trust and estate administration, primarily to high net-worth individuals and families. CGTC considers proxy voting an important part of those management services, and as such, CGTC seeks to vote the proxies of securities held by clients in accounts for which it has proxy voting authority in the best interest of those clients. The procedures that govern this activity are reasonably designed to ensure that proxies are voted in the best interest of CGTC's clients.

FIDUCIARY RESPONSIBILITY AND LONG-TERM SHAREHOLDER VALUE

CGTC's fiduciary obligation to manage its accounts in the best interest of its clients extends to proxy voting. When voting proxies, CGTC considers those factors which would affect the value of its clients' investment and acts solely in the interest of, and for the exclusive purpose of providing benefits to, its clients. As required by ERISA, CGTC votes proxies solely in the interest of the participants and beneficiaries of retirement plans and does not subordinate the interest of participants and beneficiaries in their retirement income to unrelated objectives.

CGTC believes the best interests of clients are served by voting proxies in a way that maximizes long-term shareholder value. Therefore, the investment professionals responsible for voting proxies have the discretion to make the best decision given the individual facts and circumstances of each issue. Proxy issues are evaluated on their merits and considered in the context of the analyst's knowledge of a company, its current management, management's past record, and CGTC's general position on the issue. In addition, many proxy issues are reviewed and voted on by a proxy voting committee comprised primarily of investment professionals, bringing a wide range of experience and views to bear on each decision.

As the management of a portfolio company is responsible for its day-to-day operations, CGTC believes that management, subject to the oversight of the relevant board of directors, is often in the best position to make decisions that serve the interests of shareholders. However, CGTC votes against management on proposals where it perceives a conflict may exist between management and client interests, such as those that may insulate management or diminish shareholder rights. CGTC also votes against management in other cases where the facts and circumstances indicate that the proposal is not in its clients' best interests.

SPECIAL REVIEW

From time to time CGTC may vote a) on proxies of portfolio companies that are also clients of CGTC or its affiliates, b) on shareholder proposals submitted by clients, or c) on proxies for which clients have publicly supported or actively solicited CGTC or its affiliates to support a particular position. When voting these proxies, CGTC analyzes the issues on their merits and does not consider any client relationship in a way that interferes with its responsibility to vote proxies in the best interest of its clients. The CGTC Special Review Committee reviews certain of these proxy decisions for improper influences on the decision-making process and takes appropriate action, if necessary.

Page 1 of 3

PROCEDURES

PROXY REVIEW PROCESS

Associates in CGTC's proxy voting department are responsible for coordinating the voting of proxies. These associates work with outside proxy voting service providers and custodian banks and are responsible for coordinating and documenting the internal review of proxies.

The proxy voting department reviews each proxy ballot for standard and non-standard items. Standard proxy items are typically voted with management unless the research analyst who follows the company or a member of an investment or proxy voting committee requests additional review. Standard items currently include the uncontested election of directors, ratifying auditors, adopting reports and accounts, setting dividends and allocating profits for the prior year and certain other administrative items.

All other items are sent by the proxy voting department to the research analyst who follows the company. The analyst reviews the proxy statement and makes a recommendation about how to vote on the issues based on his or her in-depth knowledge of the company. Recommendations to vote with management on certain limited issues are voted accordingly. All other non-standard issues receive further consideration by a proxy voting committee, which reviews the issue and the analyst's recommendation, and decides how to vote. A proxy voting committee may escalate to the full investment committee(s) those issues for which it believes a broader review is warranted. Various proxy voting committees specialize in regional mandates and review the proxies of portfolio companies within their mandates. The proxy voting committees are comprised primarily of members of CGTC's and its institutional affiliates' investment committees and their activity is subject to oversight by those committees.

For securities held only in PIM accounts, non-standard items are sent to those associates to whom the CGTC Investment Committee has delegated the review and voting of proxies. These associates may forward certain proposals to the appropriate investment committee for discussion and a formal vote if they believe a broader review is warranted.

CGTC seeks to vote all of its clients' proxies. In certain circumstances, CGTC may decide not to vote a proxy because the costs of voting outweigh the benefits to its clients (e.g., when voting could lead to share blocking where CGTC wishes to retain flexibility to trade shares). In addition, proxies with respect to securities on loan through client directed lending programs are not available to CGTC to vote and therefore are not voted.

PROXY VOTING GUIDELINES

CGTC has developed proxy voting guidelines that reflect its general position and practice on various issues. To preserve the ability of decision makers to make the best decision in each case, these guidelines are intended only to provide context and are not intended to dictate how the issue must be voted. The guidelines are reviewed and updated as necessary, but at least annually, by the appropriate proxy voting and investment committees.

CGTC's general positions related to corporate governance, capital structure, stock option and compensation plans and social and corporate responsibility issues are reflected below.

- Corporate governance. CGTC supports strong corporate governance practices. It generally votes against proposals that serve as anti-takeover devices or diminish shareholder rights, such as poison pill plans and supermajority vote requirements, and generally supports proposals that encourage responsiveness to shareholders, such as initiatives to declassify the board. Mergers and acquisitions, reincorporations and other corporate restructurings are considered on a case-by-case basis, based on the investment merits of the proposal.

- Capital structure. CGTC generally supports increases to capital stock for legitimate financing needs. It generally does not support changes in capital stock that can be used as anti-takeover devices, such as the creation of or increase in blank-check preferred stock or of a dual class capital structure with different voting rights.

- Stock-related compensation plans. CGTC supports the concept of stock-related compensation plans as a way to align employee and shareholder interests. However, plans that include features which undermine the connection between employee and shareholder interests generally are not supported., When voting on proposals related to new plans or changes to existing plans, CGTC considers, among other things, the following information, to the extent it is available: the exercise price of the options, the size of the overall plan and/or the size of the increase, the historical dilution rate, whether the plan permits option repricing, the duration of the plan, and the needs of the company. Additionally, CGTC

Page 2 of 3

supports option expensing in theory and will generally support shareholder proposals on option expensing if such proposal language is non-binding and does not require the company to adopt a specific expensing methodology.

- Corporate social responsibility. CGTC votes on these issues based on the potential impact to the value of its clients' investment in the portfolio company.

SPECIAL REVIEW PROCEDURES

If a research analyst has a personal conflict in making a voting recommendation on a proxy issue, he or she must disclose such conflict, along with his or her recommendation. If a member of the proxy voting committee has a personal conflict in voting the proxy, he or she must disclose such conflict to the appropriate proxy voting committee and must not vote on the issue.

Clients representing 0.0025 or more of assets under investment management across all affiliates owned by The Capital Group Companies, Inc. (CGTC's parent company), are deemed to be "Interested Clients". Each proxy is reviewed to determine whether the portfolio company, a proponent of a shareholder proposal, or a known supporter of a particular proposal is an Interested Client. If the voting decision for a proxy involving an Interested Client is against such client, then it is presumed that there was no undue influence in favor of the Interested Client. If the decision is in favor of the Interested Client, then the decision, the rationale for such decision, information about the client relationship and all other relevant information is reviewed by the Special Review Committee ("SRC"). The SRC reviews such information in order to identify whether there were improper influences on the decision-making process so that it may determine whether the decision was in the best interest of CGTC's clients. Based on its review, the SRC may accept or override the decision, or determine another course of action. The SRC is comprised of senior representatives from CGTC's and its institutional affiliates' investment and legal groups and does not include representatives from the marketing department.

Any other proxy will be referred to the SRC if facts or circumstances warrant further review.

CGTC'S PROXY VOTING RECORD

Upon client request, CGTC will provide reports of its proxy voting record as it relates to the securities held in the client's account(s) for which CGTC has proxy voting authority.

ANNUAL ASSESSMENT

CGTC will conduct an annual assessment of this proxy voting policy and related procedures and will notify clients for which it has proxy voting authority of any material changes to the policy and procedures

EFFECTIVE DATE

This policy is effective as of March 24, 2006.

Page 3 of 3

Citigroup Asset Management (CAM) Proxy Voting Policies and Procedures

AMENDED AND RESTATED AS OF MAY 2006

I. TYPES OF ACCOUNTS FOR WHICH CAM VOTES PROXIES
II. GENERAL GUIDELINES
III. HOW CAM VOTES
IV. CONFLICTS OF INTEREST
V. VOTING POLICY

(1) Election of directors
(2) Proxy contests
(3) Auditors
(4) Proxy contest defenses
(5) Tender offer defenses
(6) Miscellaneous governance provisions
(7) Capital structure
(8) Executive and director compensation
(9) State of incorporation
(10) Mergers and corporate restructuring
(11) Social and environmental issues
(12) Miscellaneous

VI. OTHER CONSIDERATIONS

(1) Share Blocking
(2) Securities on Loan

VII. DISCLOSURE OF PROXY VOTING

VIII.RECORDKEEPING AND OVERSIGHT


CITIGROUP ASSET MANAGEMENT(1) (CAM)
Proxy Voting Policies and Procedures

I. TYPES OF ACCOUNTS FOR WHICH CAM VOTES PROXIES

Citigroup Asset Management (CAM) votes proxies for each client that has specifically authorized us to vote them in the investment management contract or otherwise; votes proxies for each United States Registered Investment Company (mutual fund) for which we act as adviser or sub-adviser with the power to vote proxies; and votes proxies for each ERISA account unless the plan document or investment advisory agreement specifically reserves the responsibility to vote proxies to the plan trustees or other named fiduciary. These policies and procedures are intended to fulfill applicable requirements imposed on CAM by the Investment Advisers Act of 1940, as amended, the Investment Company Act of 1940, as amended, and the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations adopted under these laws.

II. GENERAL GUIDELINES

In voting proxies, we are guided by general fiduciary principles. Our goal is to act prudently, solely in the best interest of the beneficial owners of the accounts we manages, and, in the case of ERISA accounts, for the exclusive purpose of providing economic benefits to such persons. We attempt to provide for the consideration of all factors that could affect the value of the investment and will vote proxies in the manner that we believe will be consistent with efforts to maximize shareholder values.

III. HOW CAM VOTES

Section V of these policies and procedures set forth certain stated positions. In the case of a proxy issue for which there is a stated position we generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in Section V that we considers in


(1) Citigroup Asset Management comprises CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC, and other affiliated investment advisory firms. On December 1, 2005, Citigroup Inc. ("Citigroup") sold substantially all of its worldwide asset management business, Citigroup Asset Management, to Legg Mason, Inc. ("Legg Mason"). As part of this transaction, CAM North America, LLC, Salomon Brothers Asset Management Inc and Smith Barney Fund Management LLC became wholly-owned subsidiaries of Legg Mason. Under a licensing agreement between Citigroup and Legg Mason, the names of CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC and their affiliated advisory entities, as well as all logos, trademarks, and service marks related to Citigroup or any of its affiliates ("Citi Marks") are licensed for use by Legg Mason. Citi Marks include, but are not limited to, "Citigroup Asset Management," "Salomon Brothers Asset Management" and "CAM". All Citi Marks are owned by Citigroup, and are licensed for use until no later than one year after the date of the licensing agreement. Legg Mason and its subsidiaries, including CAM North America, LLC, Salomon Brothers Asset Management Inc, and Smith Barney Fund Management LLC are not affiliated with Citigroup.

2

voting on such issue, we votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that we considers in voting on such issue, we votes on a case-by-case basis in accordance with the general principles set forth above. We may utilize an external service provider to provide us with information and/or a recommendation with regard to proxy votes in accordance with our stated positions, but we are not required to follow any such recommendations. However, a particular business unit or investment team may utilize such an external service provider with the intention of following the recommendations of such service provider in all or substantially all cases, even where our policies do not contain a stated position. The use of an external service provider does not relieve the business unit of its responsibility for the proxy vote.

IV. CONFLICTS OF INTEREST

In furtherance of CAM's goal to vote proxies in the best interests of clients, CAM follows procedures designed to identify and address material conflicts that may arise between CAM's interests and those of its clients before voting proxies on behalf of such clients.

(1) Procedures for Identifying Conflicts of Interest

CAM relies on the following to seek to identify conflicts of interest with respect to proxy voting:

A. The policy memorandum attached hereto as Appendix A will be distributed periodically to CAM employees. The policy memorandum alerts CAM employees that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of CAM with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of CAM's business, and (ii) to bring conflicts of interest of which they become aware to the attention of CAM Compliance.

B. CAM Financial Control shall maintain and make available to CAM Compliance and proxy voting personnel an up to date list of all client relationships that have historically accounted for or are projected to account for greater than 1% of CAM's annual revenues. CAM relies on the policy memorandum directive described in Section IV. (1) A. to identify conflicts of interest arising due to potential client relationships with proxy issuers.

C. As a general matter, CAM takes the position that relationships between a non-CAM Legg Mason affiliate and an issuer (e.g. investment management relationship between an issuer and a non-CAM Legg Mason affiliate) do not present a conflict of interest for CAM in voting proxies with respect to such issuer because CAM operates as an independent business unit from other Legg Mason business units and because of the existence of information barriers between CAM and certain other Legg Mason business units. Special circumstances, such as contact between CAM and non-CAM personnel, may cause CAM to consider whether non-CAM relationships between Legg Mason and an

3

issuer present a conflict of interest for CAM with respect to such issuer. As noted in Section IV. (1) A., CAM employees are under an obligation to be aware of the potential for conflicts of interest in voting proxies and to bring such conflicts of interest, including conflicts of interest which may arise because of such special circumstances (such as any attempt by a Legg Mason business unit or Legg Mason officer or employee to influence proxy voting by CAM) to the attention of CAM Compliance. Also, CAM is sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM Legg Mason affiliate might appear to the public to influence the manner in which CAM decides to vote a proxy with respect to such issuer. For prudential reasons, CAM treats such significant, publicized relationships as creating a potential conflict of interest for CAM in voting proxies

D. Based on information furnished by CAM employees or maintained by CAM Compliance pursuant to Section IV. (1) A. and C. and by CAM Financial Control pursuant to Section IV. (1) B., CAM Compliance shall maintain an up to date list of issuers with respect to which CAM has a potential conflict of interest in voting proxies on behalf of client accounts. CAM shall not vote proxies relating to issuers on such list on behalf of client accounts until it has been determined that the conflict of interest is not material or a method for resolving such conflict of interest has been agreed upon and implemented, as described in this Section IV below. Exceptions apply:
(i) with respect to a proxy issue that will be voted in accordance with a stated CAM position on such issue, and (ii) with respect to a proxy issue that will be voted in accordance with the recommendation of an independent third party based on application of the policies set forth herein. Such issues generally are not brought to the attention of the Proxy Voting Committee described in Section IV. (2) because CAM's position is that any conflict of interest issues are resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party based on application of the policies set forth herein.

(2) Procedures for Assessing Materiality of Conflicts of Interest and for Addressing Material Conflicts of Interest

A. CAM shall maintain a Proxy Voting Committee to review and address conflicts of interest brought to its attention. The Proxy Voting Committee shall be comprised of such CAM personnel as are designated from time to time. The current members of the Proxy Voting Committee are set forth on Appendix B hereto.

B. All conflicts of interest identified pursuant to the procedures outlined in Section IV.(1) must be brought to the attention of the Proxy Voting Committee by CAM Compliance for resolution. As noted above, a proxy issue that will be voted in accordance with a stated CAM position on such issue or in accordance with the recommendation of an independent third party generally is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because CAM's position is that any conflict of interest issues are resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party.

4

C. The Proxy Voting Committee shall determine whether a conflict of interest is material. A conflict of interest will be considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, CAM's decision-making in voting the proxy. All materiality determinations will be based on an assessment of the particular facts and circumstances. CAM Compliance shall maintain a written record of all materiality determinations made by the Proxy Voting Committee.

D. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, CAM may vote proxies notwithstanding the existence of the conflict.

E. If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee shall determine an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination shall be based on the particular facts and circumstances, including the importance of the proxy issue, the nature of the conflict of interest, etc. Such methods may include:

i. disclosing the conflict to clients and obtaining their consent before voting;

ii. suggesting to clients that they engage another party to vote the proxy on their behalf;

iii.in the case of a conflict of interest resulting from a particular employee's personal relationships, removing such employee from the decision-making process with respect to such proxy vote; or

iv. such other method as is deemed appropriate given the particular facts and circumstances, including the importance of the proxy issue, the nature of the conflict of interest, etc.*

CAM Compliance shall maintain a written record of the method used to resolve a material conflict of interest.

(3) Third Party Proxy Voting Firm - Conflicts of Interests

With respect to a third party proxy voting firm described herein, CAM will periodically review and assess such firm's policies, procedures and practices with respect to the disclosure and handling of conflicts of interest.

V. VOTING POLICY


* Especially in the case of an apparent, as opposed to actual, conflict of interest, the Proxy Voting Committee may resolve such conflict of interest by satisfying itself that CAM's proposed vote on a proxy issue is in the best interest of client accounts and is not being influenced by the conflict of interest.

5

These are policy guidelines that can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account holding the shares being voted. As a result of the independent investment advisory services provided by distinct business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue. A CAM business unit or investment team (e.g. CAM's Social Awareness Investment team) may adopt proxy voting policies that supplement these policies and procedures. In addition, in the case of Taft-Hartley clients, CAM will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services' (ISS) PVS Proxy Voting Guidelines, which ISS represents to be fully consistent with AFL-CIO guidelines.

(1) Election of Directors

A. Voting on Director Nominees in Uncontested Elections.

1. We vote for director nominees.

B. Chairman and CEO is the Same Person.

1. We vote on a case-by-case basis on shareholder proposals that would require the positions of the Chairman and CEO to be held by different persons. We would generally vote FOR such a proposal unless there are compelling reasons to vote against the proposal, including:

o Designation of a lead director
o Majority of independent directors (supermajority)
o All independent key committees
o Size of the company (based on market capitalization)
o Established governance guidelines
o Company performance

C. Majority of Independent Directors

1. We vote for shareholder proposals that request that the board be comprised of a majority of independent directors. Generally that would require that the director have no connection to the company other than the board seat. In determining whether an independent director is truly independent (e.g. when voting on a slate of director candidates), we consider certain factors including, but not necessarily limited to, the following: whether the director or his/her company provided professional services to the company or its affiliates either currently or in the past year; whether the director has any transactional relationship with the company; whether the director is a significant customer or supplier of the company; whether the director is employed by a foundation or university that received significant grants or endowments from the company or its affiliates; and whether there are interlocking directorships.

6

2. We vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.

D. Stock Ownership Requirements

1. We vote against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board.

E. Term of Office

1. We vote against shareholder proposals to limit the tenure of independent directors.

F. Director and Officer Indemnification and Liability Protection

1. Subject to subparagraphs 2, 3, and 4 below, we vote for proposals concerning director and officer indemnification and liability protection.

2. We vote for proposals to limit and against proposals to eliminate entirely director and officer liability for monetary damages for violating the duty of care.

3. We vote against indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.

4. We vote for only those proposals that provide such expanded coverage noted in subparagraph 3 above in cases when a director's or officer's legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) if only the director's legal expenses would be covered.

G. Director Qualifications

1. We vote case-by-case on proposals that establish or amend director qualifications. Considerations include how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board.

2. We vote against shareholder proposals requiring two candidates per board seat.

(2) Proxy Contests

7

A. Voting for Director Nominees in Contested Elections

1. We vote on a case-by-case basis in contested elections of directors. Considerations include: chronology of events leading up to the proxy contest; qualifications of director nominees (incumbents and dissidents); for incumbents, whether the board is comprised of a majority of outside directors; whether key committees (ie: nominating, audit, compensation) comprise solely of independent outsiders; discussion with the respective portfolio manager(s).

B. Reimburse Proxy Solicitation Expenses

1. We vote on a case-by-case basis on proposals to provide full reimbursement for dissidents waging a proxy contest. Considerations include: identity of persons who will pay solicitation expenses; cost of solicitation; percentage that will be paid to proxy solicitation firms.

(3) Auditors

A. Ratifying Auditors

1. We vote for proposals to ratify auditors, unless an auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company's financial position or there is reason to believe the independent auditor has not followed the highest level of ethical conduct. Specifically, we will vote to ratify auditors if the auditors only provide the company audit services and such other audit-related and non-audit services the provision of which will not cause such auditors to lose their independence under applicable laws, rules and regulations.

B. Financial Statements and Director and Auditor Reports

1. We generally vote for management proposals seeking approval of financial accounts and reports and the discharge of management and supervisory board members, unless there is concern about the past actions of the company's auditors or directors.

C. Remuneration of Auditors

1. We vote for proposals to authorize the board or an audit committee of the board to determine the remuneration of auditors, unless there is evidence of excessive compensation relative to the size and nature of the company.

8

D. Indemnification of Auditors

1. We vote against proposals to indemnify auditors.

(4) Proxy Contest Defenses

A. Board Structure: Staggered vs. Annual Elections

1. We vote against proposals to classify the board.

2. We vote for proposals to repeal classified boards and to elect all directors annually.

B. Shareholder Ability to Remove Directors

1. We vote against proposals that provide that directors may be removed only for cause.

2. We vote for proposals to restore shareholder ability to remove directors with or without cause.

3. We vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

4. We vote for proposals that permit shareholders to elect directors to fill board vacancies.

C. Cumulative Voting

1. We vote against proposals to eliminate cumulative voting.

2. We vote for proposals to permit cumulative voting.

D. Shareholder Ability to Call Special Meetings

1. We vote against proposals to restrict or prohibit shareholder ability to call special meetings.

2. We vote for proposals that remove restrictions on the right of shareholders to act independently of management.

E. Shareholder Ability to Act by Written Consent

1. We vote against proposals to restrict or prohibit shareholder ability to take action by written consent.

9

2. We vote for proposals to allow or make easier shareholder action by written consent.

F. Shareholder Ability to Alter the Size of the Board

1. We vote for proposals that seek to fix the size of the board.

2. We vote against proposals that give management the ability to alter the size of the board without shareholder approval.

G. Advance Notice Proposals

1. We vote on advance notice proposals on a case-by-case basis, giving support to those proposals which allow shareholders to submit proposals as close to the meeting date as reasonably possible and within the broadest window possible.

H. Amendment of By-Laws

1. We vote against proposals giving the board exclusive authority to amend the by-laws.

2. We vote for proposals giving the board the ability to amend the by-laws in addition to shareholders.

I. Article Amendments (not otherwise covered by CAM Proxy Voting Policies and Procedures).

We review on a case-by-case basis all proposals seeking amendments to the articles of association.

We vote for article amendments if:

o shareholder rights are protected;
o there is negligible or positive impact on shareholder value;
o management provides adequate reasons for the amendments; and
o the company is required to do so by law (if applicable).

(5) Tender Offer Defenses

A. Poison Pills

1. We vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.

10

2. We vote on a case-by-case basis on shareholder proposals to redeem a company's poison pill. Considerations include: when the plan was originally adopted; financial condition of the company; terms of the poison pill.

3. We vote on a case-by-case basis on management proposals to ratify a poison pill. Considerations include: sunset provision - poison pill is submitted to shareholders for ratification or rejection every 2 to 3 years; shareholder redemption feature -10% of the shares may call a special meeting or seek a written consent to vote on rescinding the rights plan.

B. Fair Price Provisions

1. We vote for fair price proposals, as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.

2. We vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.

C. Greenmail

1. We vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company's ability to make greenmail payments.

2. We vote on a case-by-case basis on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

D. Unequal Voting Rights

1. We vote against dual class exchange offers.

2. We vote against dual class re-capitalization.

E. Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws

1. We vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

2. We vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

F. Supermajority Shareholder Vote Requirement to Approve Mergers

1. We vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

11

2. We vote for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

G. White Squire Placements

1. We vote for shareholder proposals to require approval of blank check preferred stock issues.

(6) Miscellaneous Governance Provisions

A. Confidential Voting

1. We vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: in the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.

2. We vote for management proposals to adopt confidential voting subject to the proviso for contested elections set forth in sub-paragraph A.1 above.

B. Equal Access

1. We vote for shareholder proposals that would allow significant company shareholders equal access to management's proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.

C. Bundled Proposals

1. We vote on a case-by-case basis on bundled or "conditioned" proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders' best interests and therefore not in the best interests of the beneficial owners of accounts, we vote against the proposals. If the combined effect is positive, we support such proposals.

D. Shareholder Advisory Committees

1. We vote on a case-by-case basis on proposals to establish a shareholder advisory committee. Considerations include: rationale and cost to the firm to form such a committee. We generally vote against such proposals if the

12

board and key nominating committees are comprised solely of independent/outside directors.

E. Other Business

We vote for proposals that seek to bring forth other business matters.

F. Adjourn Meeting

We vote on a case-by-case basis on proposals that seek to adjourn a shareholder meeting in order to solicit additional votes.

G. Lack of Information

We vote against proposals if a company fails to provide shareholders with adequate information upon which to base their voting decision.

(7) Capital Structure

A. Common Stock Authorization

1. We vote on a case-by-case basis on proposals to increase the number of shares of common stock authorized for issue, except as described in paragraph 2 below.

2. Subject to paragraph 3, below we vote for the approval requesting increases in authorized shares if the company meets certain criteria:

a) Company has already issued a certain percentage (i.e. greater than 50%) of the company's allotment.

b) The proposed increase is reasonable (i.e. less than 150% of current inventory) based on an analysis of the company's historical stock management or future growth outlook of the company.

3. We vote on a case-by-case basis, based on the input of affected portfolio managers, if holding is greater than 1% of an account.

B. Stock Distributions: Splits and Dividends

1. We vote on a case-by-case basis on management proposals to increase common share authorization for a stock split, provided that the split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the split.

C. Reverse Stock Splits

13

1. We vote for management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split.

D. Blank Check Preferred Stock

1. We vote against proposals to create, authorize or increase the number of shares with regard to blank check preferred stock with unspecified voting, conversion, dividend distribution and other rights.

2. We vote for proposals to create "declawed" blank check preferred stock (stock that cannot be used as a takeover defense).

3. We vote for proposals to authorize 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 appear reasonable.

4. We vote for proposals requiring a shareholder vote for blank check preferred stock issues.

E. Adjust Par Value of Common Stock

1. We vote for management proposals to reduce the par value of common stock.

F. Preemptive Rights

1. We vote on a case-by-case basis for shareholder proposals seeking to establish them and consider the following factors:

a) Size of the Company.

b) Characteristics of the size of the holding (holder owning more than 1% of the outstanding shares).

c) Percentage of the rights offering (rule of thumb less than 5%).

2. We vote on a case-by-case basis for shareholder proposals seeking the elimination of pre-emptive rights.

G. Debt Restructuring

1. We vote on a case-by-case basis for proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring plan. Generally, we approve proposals that facilitate debt restructuring.

H. Share Repurchase Programs

14

1. We vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

I. Dual-Class Stock

1. We vote for proposals to create a new class of nonvoting or subvoting common stock if:

o It is intended for financing purposes with minimal or no dilution to current shareholders
o It is not designed to preserve the voting power of an insider or significant shareholder

J. Issue Stock for Use with Rights Plan

1. We vote against proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan (poison pill).

K. Debt Issuance Requests

When evaluating a debt issuance request, the issuing company's present financial situation is examined. The main factor for analysis is the company's current debt-to-equity ratio, or gearing level. A high gearing level may incline markets and financial analysts to downgrade the company's bond rating, increasing its investment risk factor in the process. A gearing level up to 100 percent is considered acceptable.

We vote for debt issuances for companies when the gearing level is between zero and 100 percent.

We view on a case-by-case basis proposals where the issuance of debt will result in the gearing level being greater than 100 percent. Any proposed debt issuance is compared to industry and market standards.

L. Financing Plans

We generally vote for the adopting of financing plans if we believe they are in the best economic interests of shareholders.

(8) Executive and Director Compensation

In general, we vote for executive and director compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having high payout sensitivity to increases in shareholder value. Certain factors, however, such as repricing underwater stock options without shareholder

15

approval, would cause us to vote against a plan. Additionally,  in some cases we
would vote against a plan deemed unnecessary.

    A. OBRA-Related Compensation Proposals

     1.  Amendments  that  Place a Cap on Annual  Grant or Amend  Administrative
     Features

a) We vote for plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of
Section 162(m) of the Internal Revenue Code.

2. Amendments to Added Performance-Based Goals

a) We vote for amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of the Internal Revenue Code.

3. Amendments to Increase Shares and Retain Tax Deductions Under OBRA

a) We vote for amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) the Internal Revenue Code.

4. Approval of Cash or Cash-and-Stock Bonus Plans

a) We vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of the Internal Revenue Code.

B. Expensing of Options

We vote for proposals to expense stock options on financial statements.

C. Index Stock Options

 We vote on a case by case basis with respect to proposals  seeking to index
 stock options.  Considerations  include  whether the issuer  expenses stock

options on its financial statements and whether the issuer's compensation committee is comprised solely of independent directors.

D. Shareholder Proposals to Limit Executive and Director Pay

16

1. We vote on a case-by-case basis on all shareholder proposals that seek additional disclosure of executive and director pay information. Considerations include: cost and form of disclosure. We vote for such proposals if additional disclosure is relevant to shareholder's needs and would not put the company at a competitive disadvantage relative to its industry.

2. We vote on a case-by-case basis on all other shareholder proposals that seek to limit executive and director pay.

We have a policy of voting to reasonably limit the level of options and other equity-based compensation arrangements available to management to reasonably limit shareholder dilution and management compensation. For options and equity-based compensation arrangements, we vote FOR proposals or amendments that would result in the available awards being less than 10% of fully diluted outstanding shares (i.e. if the combined total of shares, common share equivalents and options available to be awarded under all current and proposed compensation plans is less than 10% of fully diluted shares). In the event the available awards exceed the 10% threshold, we would also consider the % relative to the common practice of its specific industry (e.g. technology firms). Other considerations would include, without limitation, the following:

o Compensation committee comprised of independent outside directors

o Maximum award limits

o Repricing without shareholder approval prohibited

E. Golden Parachutes

1. We vote for shareholder proposals to have golden parachutes submitted for shareholder ratification.

2. We vote on a case-by-case basis on all proposals to ratify or cancel golden parachutes. Considerations include: the amount should not exceed 3 times average base salary plus guaranteed benefits; golden parachute should be less attractive than an ongoing employment opportunity with the firm.

F. Employee Stock Ownership Plans (ESOPs)

1. We vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is "excessive" (i.e., generally greater than five percent of outstanding shares).

G. 401(k) Employee Benefit Plans

1. We vote for proposals to implement a 401(k) savings plan for employees.

17

H. Stock Compensation Plans

1. We vote for stock compensation plans which provide a dollar-for-dollar cash for stock exchange.

2. We vote on a case-by-case basis for stock compensation plans which do not provide a dollar-for-dollar cash for stock exchange using a quantitative model.

I. Directors Retirement Plans

1. We vote against retirement plans for nonemployee directors.

2. We vote for shareholder proposals to eliminate retirement plans for nonemployee directors.

J. Management Proposals to Reprice Options

1. We vote on a case-by-case basis on management proposals seeking approval to reprice options. Considerations include the following:

o Historic trading patterns
o Rationale for the repricing
o Value-for-value exchange
o Option vesting
o Term of the option
o Exercise price
o Participation

K. Shareholder Proposals Recording Executive and Director Pay

1. We vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.

2. We vote against shareholder proposals requiring director fees be paid in stock only.

3. We vote for shareholder proposals to put option repricing to a shareholder vote.

4. We vote on a case-by-case basis for all other shareholder proposals regarding executive and director pay, taking unto account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

(9) State/Country of Incorporation

18

A. Voting on State Takeover Statutes

1. We vote for proposals to opt out of state freezeout provisions.

2. We vote for proposals to opt out of state disgorgement provisions.

B. Voting on Re-incorporation Proposals

1. We vote on a case-by-case basis on proposals to change a company's state or country of incorporation. Considerations include: reasons for re-incorporation (i.e. financial, restructuring, etc); advantages/benefits for change (i.e. lower taxes); compare the differences in state/country laws governing the corporation.

C. Control Share Acquisition Provisions

1. We vote against proposals to amend the charter to include control share acquisition provisions.

2. We vote for proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.

3. We vote for proposals to restore voting rights to the control shares.

4. We vote for proposals to opt out of control share cashout statutes.

(10) Mergers and Corporate Restructuring

A. Mergers and Acquisitions

1. We vote on a case-by-case basis on mergers and acquisitions. Considerations include: benefits/advantages of the combined companies (i.e. economies of scale, operating synergies, increase in market power/share, etc...); offer price (premium or discount); change in the capital structure; impact on shareholder rights.

B. Corporate Restructuring

1. We vote on a case-by-case basis on corporate restructuring proposals involving minority squeeze outs and leveraged buyouts. Considerations include: offer price, other alternatives/offers considered and review of fairness opinions.

C. Spin-offs

19

1. We vote on a case-by-case basis on spin-offs. Considerations include the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

D. Asset Sales

1. We vote on a case-by-case basis on asset sales. Considerations include the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

E. Liquidations

1. We vote on a case-by-case basis on liquidations after reviewing management's efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

F. Appraisal Rights

1. We vote for proposals to restore, or provide shareholders with, rights of appraisal.

G. Changing Corporate Name

1. We vote for proposals to change the "corporate name", unless the proposed name change bears a negative connotation.

H. Conversion of Securities

1. We vote on a case-by-case basis on proposals regarding conversion of securities. Considerations include the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.

I. Stakeholder Provisions

1. We vote against proposals that ask the board to consider nonshareholder constituencies or other nonfinancial effects when evaluating a merger or business combination.

(11) Social and Environmental Issues

A. In general we vote on a case-by-case basis on shareholder social and environmental proposals, on the basis that their impact on share value can rarely be anticipated with any high degree of confidence. In most cases, however, we vote for disclosure reports that seek additional

20

information, particularly when it appears the company has not adequately addressed shareholders' social and environmental concerns. In determining our vote on shareholder social and environmental proposals, we also analyze the following factors:

1. whether adoption of the proposal would have either a positive or negative impact on the company's short-term or long-term share value;

2. the percentage of sales, assets and earnings affected;

3. the degree to which the company's stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing;

4. whether the issues presented should be dealt with through government or company-specific action;

5. whether the company has already responded in some appropriate manner to the request embodied in a proposal;

6. whether the company's analysis and voting recommendation to shareholders is persuasive;

7. what other companies have done in response to the issue;

8. whether the proposal itself is well framed and reasonable;

9. whether implementation of the proposal would achieve the objectives sought in the proposal; and

10. whether the subject of the proposal is best left to the discretion of the board.

B. Among the social and environmental issues to which we apply this analysis are the following:

1. Energy and Environment

2. Equal Employment Opportunity and Discrimination

3. Product Integrity and Marketing

4. Human Resources Issues

(12) Miscellaneous

A. Charitable Contributions

21

1. We vote against proposals to eliminate, direct or otherwise restrict charitable contributions.

B. Operational Items

1. We vote against proposals to provide management with the authority to

adjourn an annual or special meeting absent  compelling  reasons to support
the proposal.

2. We vote against proposals to reduce quorum  requirements for shareholder
meetings  below a  majority  of the  shares  outstanding  unless  there are
compelling reasons to support the proposal.

3. We vote for by-law or charter changes that are of a housekeeping nature (updates or corrections).

4. We vote for management proposals to change the date/time/location of the annual meeting unless the proposed change is unreasonable.

5. We vote against shareholder  proposals to change the  date/time/location
of the  annual  meeting  unless  the  current  scheduling  or  location  is
unreasonable.

6. We vote against proposals to approve other business when it appears as voting item.

C. Routine Agenda Items

In some markets, shareholders are routinely asked to approve:

o the opening of the shareholder meeting
o that the meeting has been convened under local regulatory requirements
o the presence of a quorum
o the agenda for the shareholder meeting
o the election of the chair of the meeting
o regulatory filings
o the allowance of questions
o the publication of minutes
o the closing of the shareholder meeting

We generally vote for these and similar routine management proposals.

D. Allocation of Income and Dividends

We generally vote for management proposals concerning allocation of income and the distribution of dividends, unless the amount of the distribution is consistently and unusually small or large.

22

E. Stock (Scrip) Dividend Alternatives

1. We vote for most stock (scrip) dividend proposals.

2. We vote against proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

(13) CAM has determined that registered investment companies, particularly closed end investment companies, raise special policy issues making specific voting guidelines frequently inapplicable. To the extent that CAM has proxy voting authority with respect to shares of registered investment companies, CAM shall vote such shares in the best interest of client accounts and subject to the general fiduciary principles set forth herein without regard to the specific voting guidelines set forth in Section V. (1) through (12).

The voting policy guidelines set forth in this Section V may be changed from time to time by CAM in its sole discretion.

VI. OTHER CONSIDERATIONS

In certain situations, CAM may determine not to vote proxies on behalf of a client because CAM believes that the expected benefit to the client of voting shares is outweighed by countervailing considerations. Examples of situations in which CAM may determine not to vote proxies on behalf of a client include:

(1) Share Blocking

Proxy voting in certain countries requires "share blocking." This means that shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (e.g. one week) with a designated depositary. During the blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to client accounts by the designated depositary. In deciding whether to vote shares subject to share blocking, CAM will consider and weigh, based on the particular facts and circumstances, the expected benefit to clients of voting in relation to the detriment to clients of not being able to sell such shares during the applicable period.

(2) Securities on Loan

Certain clients of CAM, such as an institutional client or a mutual fund for which CAM acts as a sub-adviser, may engage in securities lending with respect to the securities in their accounts. CAM typically does not direct or oversee such securities lending activities. To the extent feasible and practical under the circumstances, CAM will request that the client recall shares that are on loan so that such shares can be voted if CAM believes that the expected benefit to the client of voting such shares outweighs the detriment to the client of

23

0recalling such shares (e.g. foregone income). The ability to timely recall shares for proxy voting purposes typically is not entirely within the control of CAM and requires the cooperation of the client and its other service providers. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates and administrative considerations.

VII. DISCLOSURE OF PROXY VOTING

CAM employees may not disclose to others outside of CAM (including  employees of
other Legg Mason  business  units) how CAM intends to vote a proxy  absent prior
approval from CAM  Legal/Compliance,  except that a CAM investment  professional
may  disclose  to a third party  (other  than an employee of another  Legg Mason

business unit) how it intends to vote without obtaining prior approval from CAM Legal/Compliance if (1) the disclosure is intended to facilitate a discussion of publicly available information by CAM personnel with a representative of a company whose securities are the subject of the proxy, (2) the company's market capitalization exceeds $1 billion and (3) CAM has voting power with respect to less than 5% of the outstanding common stock of the company.

If a CAM employee receives a request to disclose CAM's proxy voting intentions to, or is otherwise contacted by, another person outside of CAM (including an employee of another Legg Mason business unit) in connection with an upcoming proxy voting matter, he/she should immediately notify CAM Legal/Compliance.

VIII.RECORD KEEPING AND OVERSIGHT

CAM shall maintain the following records relating to proxy voting:

- a copy of these policies and procedures;
- a copy of each proxy form (as voted);
- a copy of each proxy solicitation (including proxy statements) and related materials with regard to each vote;
- documentation relating to the identification and resolution of conflicts of interest;
- any documents created by CAM that were material to a proxy voting decision or that memorialized the basis for that decision; and
- a copy of each written client request for information on how CAM voted proxies on behalf of the client, and a copy of any written response by CAM to any (written or oral) client request for information on how CAM voted proxies on behalf of the requesting client.

Such records shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of the CAM adviser.

24

Each adviser to a United States Registered Investment Company shall maintain such records as are necessary to allow such fund to comply with its recordkeeping, reporting and disclosure obligations under applicable laws, rules and regulations.

In lieu of keeping copies of proxy statements, CAM may rely on proxy statements filed on the EDGAR system as well as on third party records of proxy statements and votes cast if the third party provides an undertaking to provide the documents promptly upon request.

CAM Compliance will review the proxy voting process, record retention and related matters on a periodic basis.

25

Appendix A

                                   Memorandum

To:       All CAM Employees

From:     Legal and Compliance

Date:     May ______, 2006

Re:       Updated CAM Proxy Voting Policies and Procedures
          Conflicts of Interest with respect to Proxy Voting

--------------------------------------------------------------------------------

Citigroup  Asset  Management  (CAM) currently has in place proxy voting policies

and procedures designed to ensure that CAM votes proxies in the best interest of client accounts. Accompanying this memorandum is a copy of CAM's Proxy Voting Policies and Procedures that have been updated, effective as of May 2006. The proxy voting policies and procedures are designed to comply with the SEC rule under the Investment Advisers Act that addresses an investment adviser's fiduciary obligation to its clients when voting proxies. AS DISCUSSED IN MORE DETAIL BELOW, CAM EMPLOYEES ARE UNDER AN OBLIGATION (i) TO BE AWARE OF THE POTENTIAL FOR CONFLICTS OF INTEREST ON THE PART OF CAM IN VOTING PROXIES ON BEHALF OF CLIENT ACCOUNTS BOTH AS A RESULT OF AN EMPLOYEE'S PERSONAL RELATIONSHIPS AND DUE TO SPECIAL CIRCUMSTANCES THAT MAY ARISE DURING THE CONDUCT OF CAM'S BUSINESS, AND (ii) TO BRING CONFLICTS OF INTEREST OF WHICH THEY BECOME AWARE TO THE ATTENTION OF CAM COMPLIANCE.

The updated proxy voting policies and procedures are substantially similar to the policies and procedures currently in effect in terms of CAM's stated position on certain types of proxy issues and the factors and considerations taken into account by CAM in voting on certain other types of proxy issues.

While, as described in Section IV of the updated policies and procedures, CAM will seek to identify significant CAM client relationships and significant, publicized non-CAM Legg Mason affiliate client relationships(1) which could present CAM with a conflict of interest in voting proxies, all CAM employees must play an important role in helping our organization identify potential conflicts of interest that could impact CAM's proxy voting. CAM employees need to (i) be aware of the potential for conflicts of interest on the part of CAM in voting proxies on behalf of client accounts both as a result of an employee's personal relationships and due to special circumstances that may arise during the conduct of CAM's business, and (ii) bring conflicts of interest of which they become aware to the attention of a CAM compliance officer.

A conflict of interest arises when the existence of a personal or business relationship on the part of CAM or one of its employees or special circumstances that arise during the conduct of CAM's business might influence, or appear to influence, the manner in which CAM decides to vote a proxy. An example of a personal relationship that creates a potential conflict of interest would be a situation in which a CAM employee (such as a portfolio manager or senior level executive) has a spouse or other close relative who serves as a director or senior executive of a company. An example of "special circumstances" would be

26

explicit or implicit pressure exerted by a CAM relationship to try to influence CAM's vote on a proxy with respect to which the CAM relationship is the issuer. Another example would be a situation in which there was contact between CAM and non-CAM personnel in which the non-CAM Legg Mason personnel, on their own initiative or at the prompting of a client of a non-CAM unit of Legg Mason, tried to exert pressure to influence CAM's proxy vote(2). Of course, the foregoing examples are not exhaustive, and a variety of situations may arise that raise conflict of interest questions for CAM. You are encouraged to raise and discuss with CAM Compliance particular facts and circumstances that you believe may raise conflict of interest issues for CAM.

As described in Section IV of the updated policies and procedures, CAM has established a Proxy Voting Committee to assess the materiality of conflicts of interest brought to its attention by CAM Compliance as well as to agree upon appropriate methods to resolve material conflicts of interest before proxies affected by the conflicts of interest are voted(3). As described in the updated policies and procedures, there are a variety of methods and approaches that the Proxy Voting Committee may utilize to resolve material conflicts of interest.


(1,2) As a general matter, CAM takes the position that relationships between a non-CAM Legg Mason affiliate and an issuer (e.g. investment management relationship between an issuer and a non-CAM Legg Mason affiliate) do not present a conflict of interest for CAM in voting proxies with respect to such issuer. Such position is based on the fact that CAM is operated as an independent business unit from other Legg Mason business units as well as on the existence of information barriers between CAM and certain other Legg Mason business units. CAM is sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM Legg Mason affiliate might appear to the public to influence the manner in which CAM decides to vote a proxy with respect to such issuer. As noted, CAM seeks to identify such significant, publicized relationships, and for prudential reasons brings such identified situations to the attention of the Proxy Voting Committee, as described herein. Special circumstances, such as those described in the noted examples, also could cause CAM to consider whether non-CAM relationships between a Legg Mason affiliate and an issuer present a conflict of interest for CAM with respect to such issuer.
(3) Exceptions apply: (i) with respect to a proxy issue that will be voted in accordance with a stated CAM position on such issue, and (ii) with respect to a proxy issue that will be voted in accordance with the recommendation of an independent party. Such issues are not brought to the attention of the Proxy Voting Committee because CAM's position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party.

27

Please note that CAM employees should report all conflicts of interest of which they become aware to CAM Compliance. It is up to the Proxy Voting Committee to assess the materiality of conflicts of interest brought to its attention and to agree upon an appropriate resolution with respect to conflicts of interest determined to be material.

The obligation of CAM employees to be sensitive to the issue of conflicts of interest and to bring conflicts of interest to the attention of CAM Compliance is a serious one. Failure to do so can lead to negative legal, regulatory, and reputational consequences for the firm as well as to negative regulatory and disciplinary consequences for the CAM employee. Please consult with a CAM Compliance officer if you have any questions concerning your obligations with respect to conflicts of interest under the updated proxy voting policies and procedures.

28

Appendix B

Proxy Voting Committee Members

Investment Management Representatives

Greg Komansky
Peter Vanderlee

Legal Representatives

George Shively
Leonard Larrabee
Thomas Mandia

Compliance Representatives

Barbara Manning
Brian Murphy

At least one representative from each of Investment Management, Legal and Compliance must participate in any deliberations and decisions of the Proxy Voting Committee.


PROXY VOTING GUIDELINES & PROCEDURES SUMMARY

Concerning ClearBridge Advisors (1) (Clearbridge) Proxy Voting Policies and Procedures

The following is a brief overview of the Proxy Voting Policies and Procedures (the "Policies") that ClearBridge has adopted to seek to ensure that ClearBridge votes proxies relating to equity securities in the best interest of clients.

ClearBridge votes proxies for each client account with respect to which it has been authorized to vote proxies. In voting proxies, ClearBridge is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of clients. ClearBridge attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. ClearBridge may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, the ClearBridge adviser (business unit) continues to retain responsibility for the proxy vote.

In the case of a proxy issue for which there is a stated position in the Policies, ClearBridge generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the Policies that ClearBridge considers in voting on such issue, ClearBridge votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that ClearBridge considers in voting on such issue, ClearBridge votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the Policies or for which there is a list of factors set forth in the Policies that ClearBridge considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructurings, and social and environmental issues. The stated position on an issue set forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are


(1) ClearBridge Advisors comprises ClearBridge Advisors, LLC (formerly CAM North America, LLC), ClearBridge Asset Management Inc, Smith Barney Fund Management LLC, and other affiliated investment advisory firms. On December 1, 2005, Citigroup Inc. ("Citigroup") sold substantially all of its worldwide asset management business, Citigroup Asset Management, to Legg Mason, Inc. ("Legg Mason"). As part of this transaction, ClearBridge Advisors, LLC, ClearBridge Asset Management Inc and Smith Barney Fund Management LLC became wholly-owned subsidiaries of Legg Mason. Under a licensing agreement between Citigroup and Legg Mason, the name of Smith Barney Fund Management LLC and its affiliated advisory entities, as well as all logos, trademarks, and service marks related to Citigroup or any of its affiliates ("Citi Marks") are licensed for use by Legg Mason. Citi Marks include, but are not limited to, "Citigroup Asset Management," "Salomon Brothers Asset Management" and "CAM". All Citi Marks are owned by Citigroup, and are licensed for use until no later than one year after the date of the licensing agreement. Legg Mason and its subsidiaries, including CAM North America, LLC, ClearBridge Asset Management Inc, and Smith Barney Fund Management LLC are not affiliated with Citigroup.

being voted. Issues applicable to a particular industry may cause ClearBridge to abandon a policy that would have otherwise applied to issuers generally. As a result of the independent investment advisory services provided by distinct ClearBridge business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue. A ClearBridge business unit or investment team (e.g. ClearBridge's Social Awareness Investment team) may adopt proxy voting policies that supplement these policies and procedures. In addition, in the case of Taft-Hartley clients, ClearBridge will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services' (ISS) PVS Voting Guidelines, which ISS represents to be fully consistent with AFL-CIO guidelines.

In furtherance of ClearBridge's goal to vote proxies in the best interest of clients, ClearBridge follows procedures designed to identify and address material conflicts that may arise between ClearBridge's interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, ClearBridge periodically notifies ClearBridge employees in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of ClearBridge with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of ClearBridge's business, and (ii) to bring conflicts of interest of which they become aware to the attention of ClearBridge's compliance personnel. ClearBridge also maintains and considers a list of significant ClearBridge relationships that could present a conflict of interest for ClearBridge in voting proxies. ClearBridge is also sensitive to the fact that a significant, publicized relationship between an issuer and a non-ClearBridge Legg Mason affiliate might appear to the public to influence the manner in which ClearBridge decides to vote a proxy with respect to such issuer. Absent special circumstances or a significant, publicized non-ClearBridge Legg Mason affiliate relationship that ClearBridge for prudential reasons treats as a potential conflict of interest because such relationship might appear to the public to influence the manner in which ClearBridge decides to vote a proxy, ClearBridge generally takes the position that relationships between a non-ClearBridge Legg Mason affiliate and an issuer (e.g. investment management relationship between an issuer and a non-ClearBridge Legg Mason affiliate) do not present a conflict of interest for ClearBridge in voting proxies with respect to such issuer. Such position is based on the fact that ClearBridge is operated as an independent business unit from other Legg Mason business units as well as on the existence of information barriers between ClearBridge and certain other Legg Mason business units.

ClearBridge maintains a Proxy Voting Committee to review and address conflicts of interest brought to its attention by ClearBridge compliance personnel. A proxy issue that will be voted in accordance with a stated ClearBridge position on such issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because ClearBridge's position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its


attention, the Proxy Voting Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, ClearBridge's decision-making in voting proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, ClearBridge may vote proxies notwithstanding the existence of the conflict.

If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest.


Davis Selected Advisers, LP

("Davis Advisors")

Proxy Voting Policies and Procedures

Amended as of June 2, 2006

Table of Contents

I. Introduction
II. Guiding Principles
III. Fiduciary Duties of Care and Loyalty
IV. Detailed Proxy Voting Policies
V. Ensuring Proxies are Voted
VI. Identifying and Resolving Potential Conflicts of Interest
VII. Proxy Oversight Group
VIII.Shareholder Activism
IX. Obtaining Copies of Davis Advisors' Proxy Voting Policies and Procedures and/or How Proxies Were Voted
X. Summary of Proxy Voting Policies and Procedures
XI. Records
XII. Amendments Exhibit A, "Detailed Proxy Voting Policies"

1

I. Introduction
Davis Advisors votes on behalf of its clients in matters of corporate governance through the proxy voting process. Davis Advisors takes its ownership responsibilities very seriously and believes the right to vote proxies for its clients' holdings is a significant asset of the clients. Davis Advisors exercises its voting responsibilities as a fiduciary, solely with the goal of maximizing the value of its clients' investments.

Davis Advisors votes proxies with a focus on the investment implications of each issue. For each proxy vote, Davis Advisors takes into consideration its duty to clients and all other relevant facts available to Davis Advisors at the time of the vote. Therefore, while these guidelines provide a framework for voting, votes are ultimately cast on a case-by-case basis.

Davis Advisors has established a Proxy Oversight Group to oversee voting policies and deal with potential conflicts of interest. In evaluating issues, the Proxy Oversight Group may consider information from many sources, including the portfolio manager for each client account, management of a company presenting a proposal, shareholder groups, and independent proxy research services.

II. Guiding Principles Proxy voting is a valuable right of company shareholders. Through the voting mechanism, shareholders are able to protect and promote their interests by communicating views directly to the company's board, as well as exercise their right to grant or withhold approval for actions proposed by the board of directors or company management. The interests of shareholders are best served by the following principles when considering proxy proposals:

Creating Value for Existing Shareholders. The most important factors that we consider in evaluating proxy issues are: (i) the Company's or management's long-term track record of creating value for shareholders. In general, we will consider the recommendations of a management with a good record of creating value for shareholders as more credible than the recommendations of managements with a poor record; (ii) whether, in our estimation, the current proposal being considered will significantly enhance or detract from long-term value for existing shareholders; and (iii) whether a poor record of long term performance resulted from poor management or from factors outside of managements control.

Other factors which we consider may include:

(a) Shareholder Oriented Management. One of the factors that Davis Advisors considers in selecting stocks for investment is the presence of shareholder-oriented management. In general, such managements will have a large ownership stake in the company. They will also have a record of taking actions and supporting policies designed to increase the value of the company's shares and thereby enhance shareholder wealth. Davis Advisors' research analysts are active in meeting with top management of portfolio companies and in discussing their views on policies or actions which could enhance shareholder value. Whether management shows evidence of responding to reasonable shareholder suggestions, and otherwise improving general corporate governance, is a factor which may be taken into consideration in proxy voting.

2

(b) Allow responsible management teams to run the business. Because we try generally to invest with "owner oriented" managements (see above), we vote with the recommendation of management on most routine matters, unless circumstances such as long standing poor performance or a change from our initial assessment indicate otherwise. Examples include the election of directors and ratification of auditors. Davis Advisors supports policies, plans and structures that give management teams appropriate latitude to run the business in the way that is most likely to maximize value for owners. Conversely, Davis Advisors opposes proposals that limit management's ability to do this. Davis Advisors will generally vote with management on shareholder social and environmental proposals on the basis that their impact on share value is difficult to judge and is therefore best done by management.

(c) Preserve and expand the power of shareholders in areas of corporate governance - Equity shareholders are owners of the business, and company boards and management teams are ultimately accountable to them. Davis Advisors supports policies, plans and structures that promote accountability of the board and management to owners, and align the interests of the board and management with owners. Examples include: annual election of all board members and incentive plans that are contingent on delivering value to shareholders. Davis Advisors generally opposes proposals that reduce accountability or misalign interests, including but not limited to classified boards, poison pills, excessive option plans, and repricing of options.

(d) Support compensation policies that reward management teams appropriately for performance. We believe that well thought out incentives are critical to driving long-term shareholder value creation. Management incentives ought to be aligned with the goals of long-term owners. In our view, the basic problem of skyrocketing executive compensation is not high pay for high performance, but high pay for mediocrity or worse. In situations where we feel that the compensation practices at companies we own are not acceptable, we will exercise our discretion to vote against compensation committee members and specific compensation proposals.

Davis Advisors exercises its professional judgment in applying these principles to specific proxy votes. Exhibit A, "Detailed Proxy Voting Policies" provides additional explanation of the analysis which Davis Advisors may conduct when applying these guiding principles to specific proxy votes.

III. Fiduciary Duties of Care and Loyalty Advisers are fiduciaries. As fiduciaries, advisers must act in the best interests of their clients. Thus, when voting portfolio securities, Davis Advisors must act in the best interest of the client and not in its own interest.

When Davis Advisors has been granted the authority to vote client proxies, Davis Advisors owes the client the duties of "care" and "loyalty":

(1) The duty of care requires Davis Advisors to monitor corporate actions and vote client proxies if it has undertaken to do so.

3

(2) The duty of loyalty requires Davis Advisors to cast the proxy votes in a manner that is consistent with the best interests of the client and not subrogate the client's interest to Davis Advisors' own interests.

IV. Detailed Proxy Voting Policies
Section II, "Guiding Principles" describe Davis Advisors' pre-determined proxy voting policies. Exhibit A, Detailed Proxy Voting Policies provides greater insight into specific factors which Davis Advisors may sometimes consider.

V. Ensuring Proxies are Voted
The Chief Compliance Officer is responsible for monitoring corporate actions and voting client proxies if Davis Advisors has been assigned the right to vote the proxies.

Scope. If a client has not authorized Davis Advisors to vote its proxies, then these Policies and Procedures shall not apply to that client's account. The scope of Davis Advisors' responsibilities with respect to voting proxies are ordinarily determined by Davis Advisors' contracts with its clients, the disclosures it has made to its clients, and the investment policies and objectives of its clients.

Cost/Benefit Analysis. Davis Advisors is NOT required to vote every proxy. There may be times when refraining from voting a proxy is in the client's best interest, such as when Davis Advisors determines that the cost of voting the proxy exceeds the expected benefit to the client. Davis Advisors shall not, however, ignore or be negligent in fulfilling the obligation it has assumed to vote client proxies.

Davis Advisors is not expected to expend resources if it has no reasonable expectation that doing so will provide a net benefit to its clients. For example, if clients hold only a small position in a company, or if the company's shares are no longer held by Davis Advisors clients at the time of the meeting, a decision to not vote the proxies, engage management in discussions, or to sell the securities rather than fight the corporate action, may be appropriate, particularly if the issue involved would not significantly affect the value of clients' holdings.

Practical Limitations Relating To Proxy Voting While Davis Advisors uses it best efforts to vote proxies, it may not be practical or possible to vote every client proxy. For example, (i) when a client has loaned securities to a third party and Davis Advisors or the client is unable to recall the securities before record date; (ii) if Davis does not receive the proxy ballot/statement in time to vote the proxy; or (iii) if Davis is unable to meet the requirements necessary to vote foreign securities (e.g., shareblocking).

Errors by Proxy Administrators. Davis Advisors may use a proxy administrator or administrators to cast its proxy votes. Errors made by these entities may be beyond Davis' Advisors' control to prevent or correct.

4

Record of Voting
The Chief Compliance Officer shall maintain records of how client proxies were voted. The Chief Compliance Officer shall also maintain a record of all votes which are inconsistent with Guiding Principles.

VI. Identifying and Resolving Potential Conflicts of Interest

Potential Conflicts of Interest
A potential conflict of interest arises when Davis Advisors has business interests that may not be consistent with the best interests of its client. In reviewing proxy issues to identify any potential material conflicts between Davis Advisors' interests and those of its clients, Davis Advisors will consider:

(1) Whether Davis Advisors has an economic incentive to vote in a manner that is not consistent with the best interests of its clients. For example, Davis Advisors may have an economic incentive to vote in a manner that would please corporate management in the hope that doing so might lead corporate management to direct more business to Davis Advisors. Such business could include managing company retirement plans or serving as sub-adviser for funds sponsored by the company; or

(2) Whether there are any business or personal relationships between a Davis Advisors employee and the officers or directors of a company whose securities are held in client accounts that may create an incentive to vote in a manner that is not consistent with the best interests of its clients.

Identifying Potential Conflicts of Interest The Chief Compliance Officer is responsible for identifying potential material conflicts of interest and voting the proxies in conformance with direction received from the Proxy Oversight Group. The Chief Compliance Officer shall bring novel or ambiguous issues before the Proxy Oversight Group for guidance.

Assessing Materiality. Materiality will be defined as the potential to have a significant impact on the outcome of a proxy vote. A conflict will be deemed material If (i) Davis Advisors' clients control more than 2 1/2% of the voting company's eligible vote; and (ii) more than 2 1/2% of Davis Advisors' assets under management are controlled by the voting company. If either part of this two part test is not met, then the conflict will be presumed to be immaterial. Materiality will be judged by facts reasonably available to Davis Advisors at the time the materiality determination is made and Davis Advisors is not required to investigate remote relationships or affiliations.

Resolving Potential Conflicts of Interest The Proxy Oversight Group is charged with resolving material potential conflicts of interest which it becomes aware of. It is charged with resolving conflicts in a manner that is consistent with the best interests of clients. There are many acceptable methods of resolving potential conflicts, and the Proxy Oversight Group shall exercise its judgment and discretion to determine an appropriate means of resolving a potential conflict in any given situation:

5

(1) Votes consistent with the Guiding Principles listed in Section II. are presumed to be consistent with the best interests of clients;
(2) Davis Advisors may disclose the conflict to the client and obtain the client's consent prior to voting the proxy;
(3) Davis Advisors may obtain guidance from an independent third party;
(4) The potential conflict may be immaterial; or
(5) Other reasonable means of resolving potential conflicts of interest which effectively insulate the decision on how to vote client proxies from the conflict.

VII. Proxy Oversight Group Davis Advisors has established a Proxy Oversight Group, a committee of senior Davis Advisors officers, to oversee voting policies and decisions for clients. The Proxy Oversight Group:

(1) Establishes, amends, and interprets proxy voting policies and procedures; and
(2) Resolves conflicts of interest identified by the Compliance Department.

Composition of the Proxy Oversight Group The following are the members of the Proxy Oversight Group. Davis Advisors':
(1) A Proxy Analyst as designated by the Chief Investment Officer from time to time;
(2) Davis Advisors' Chief Compliance Officer; and
(3) Davis Advisors' Chief Legal Officer.

Two or more members shall constitute a quorum. Meetings may be held by telephone. A vote by a majority of the Proxy Oversight Group shall be binding. Action may be taken without a meeting by memorandum signed by two or more members.

VIII. Shareholder Activism Davis Advisors' fiduciary duties to its clients do not necessarily require Davis Advisors to become a "shareholder activist." As a practical matter, Davis Advisors will determine whether to engage in management discussion based upon its costs and expected benefits to clients.

Prior to casting a single vote, Davis Advisors may use its influence as a large shareholder to highlight certain management practices. Consistent with its fiduciary duties, Davis Advisors may discuss with company management its views on key issues that affect shareholder value. Opening lines of communication with company management to discuss these types of issues can often prove beneficial to Davis Advisors' clients.

IX. Obtaining Copies of Davis Advisors' Proxy Voting Policies and Procedures and/or How Proxies Were Voted Davis Advisors' clients may obtain a copy of Davis Advisors' Proxy Voting Policies and Procedures and/or a record of how their own proxies were voted by writing to:
Davis Selected Advisers, L.P.
Attn: Chief Compliance Officer
2949 East Elvira Road, Suite 101
Tucson, Arizona, 85706

6

Information regarding how mutual funds managed by Davis Advisors voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available through the Funds' website (http://www.davisfunds.com, http://www.selectedfunds.com, and http://www.clipperfund.com) and also on the SEC's website at http://www.sec.gov.

No party is entitled to obtain a copy of how proxies other than their own were voted without valid government authority.

X. Summary of Proxy Voting Policies and Procedures Davis Advisors shall maintain a summary of its Proxy Voting Policies and Procedures which also describes how a client may obtain a copy of Davis Advisors' Proxy Voting Policies and Procedures. This summary shall be included in Davis Advisors' Form ADV Part II, which is delivered to all new clients.

XI. Records Davis Advisors' Chief Compliance Officer shall retain for the legally required periods the following records:
(a) Copies of Davis Advisors' Proxy Voting Policies and Procedures and each amendment thereof;
(b) Proxy statements received regarding client securities;
(c) Records of votes Davis Advisors cast on behalf of clients;
(d) Records of written client requests for proxy voting information and Davis Advisors' response; and
(e) Any documents prepared by Davis Advisors that were material to making a decision how to vote, or that memorialized the basis of the decision.

XII. Amendments Davis Advisors' Proxy Oversight Group may amend these Proxy Voting Policies and Procedures from time to time. Clients shall be notified of material changes.

7

Exhibit A Davis Selected Advisers, L.P.

Detailed Proxy Voting Policies

As Amended: June 2, 2006

The Guiding Principles control Davis Advisors' Proxy Voting. Davis Advisors attempts to votes proxies in conformance with the Guiding Principles articulated in Section II of the Proxy Voting Policies and Procedures.

Following is additional explanation of the analysis which Davis Advisors may conduct when applying these Guiding Principles to specific proxy votes. We will NOT vote as indicated below if, in our judgment, the result would be contrary to our Guiding Principles.

I. The Board of Directors
II. Executive Compensation
III. Tender Offer Defenses
IV. Proxy Contests
V. Proxy Contest Defenses
VI. Auditors
VII. Miscellaneous Governance Provisions
VIII. State of Incorporation
IX. Mergers and Corporate Restructuring
X. Social and Environmental Issues
XI. Capital Structure

I. The Board of Directors

A. Voting on Director Nominees in Uncontested Elections

(1) We generally vote with management in the routine election of Directors. As Directors are elected to represent the economic interests of shareholders, our voting on Director Nominees may be shaped by our assessment of a director's record in representing the interests of shareholders. The most important responsibility of a director is the selection, evaluation and compensation of senior management, and we pay particular attention to directors' performance in this area. In assessing a director's performance in selecting and evaluating management, the primary consideration is the company's long-term track record of creating value for shareholders. In terms of their record on compensation, long-term results will also be a key consideration. Philosophically, we look for directors to construct long-term compensation plans that do not allow for senior executives to be excessively compensated if long-term returns to shareholders are poor. We prefer directors to specify the benchmarks or performance hurdles by which they are evaluating management's performance. Appropriate hurdles may include the company's performance relative to its peers and the S&P 500 as well as its cost of equity capital. We expect directors to construct plans such that incentive compensation will not be paid if performance is below these hurdles.

8

(2) In addition, we believe that stock option re-pricings and exchanges sever the alignment of employee and shareholder interests. Therefore, we will generally withhold votes for any director of any company that has allowed stock options to be re-priced or exchanged at lower prices in the previous year.
(3) Directors also bear responsibility for the presentation of a company's financial statements and for the choice of broad accounting policies. We believe directors should favor conservative policies. Such policies may include reasonable pension return assumptions and appropriate accounting for stock based compensation, among others.
(4) In voting on director nominees, we may also consider the following factors in order of importance:

(i) long-term corporate performance:;
(ii) nominee's business background and experience;
(iii) nominee's investment in the company:
(iv) nominee's ethical track record:
(v) whether a poor record of long term performance resulted from poor management or from factors outside of managements control:
(vi) corporate governance provisions and takeover activity (discussed in Sections III and IV):
(vii) interlocking directorships: and
(viii) other relevant information

B. Majority Voting.

We will generally vote for proposals that require a majority vote standard whereby directors must submit their resignation for consideration by the board of directors when they receive less than a majority of the vote cast.

We will review on a case-by-case basis proposals that require directors to receive greater than a majority of the vote cast in order to remain on the board.

C. Cumulative Voting.

We may either support or vote against cumulative voting depending on the specific facts and circumstances.

B. Classification/Declassification of the Board

We generally vote against proposals to classify the board.

We generally vote for proposals to repeal classified boards and to elect all directors annually.

9

II. Executive Compensation

A. Stock Options, Bonus Plans.

In general, we consider executive compensation such as stock option plans and bonus plans to be ordinary business activity. We analyze stock option plans, paying particular attention to their dilutive effects. While we generally support management proposals, we oppose compensation plans which we consider to be excessive.

We believe in paying for performance. We recognize that compensation levels must be competitive and realistic and that under a fair system exceptional managers deserve to be paid exceptionally well. Our test to determine whether or not a proposal for long-term incentive compensation is appropriate is based on the following two questions.

1. Over the long-term, what is the minimum level of shareholder returns below which management's performance would be considered poor?
o Performance below that of the S&P 500.
o Performance below a pre-selected group of competitors.
o Performance below the company's cost of equity capital.
2. Does the company's proposed incentive compensation plan (including options and restricted stock) allow for the management to receive significant incentive compensation if long-term returns to shareholders fall below the answer specified above?

In most cases, the answer to the first question is unspecified. In virtually all cases, the answer to the second question is "yes," as most companies use non-qualified stock options and restricted stock for the bulk of their long-term compensation. These options and shares will become enormously valuable even if the shares compound at an unacceptably low rate - or actually do not go up at all but are simply volatile - over the long term. A fair system of long-term incentive compensation should include a threshold rate of performance below which incentive compensation is not earned. To the extent that long-term incentive compensation proposals are put to a vote, we will examine the long-term track record of the management team, past compensation history, and use of appropriate performance hurdles.

We will generally vote against any proposal to allow stock options to be re-priced or exchanged at lower prices. We will generally vote against multi-year authorizations of shares to be used for compensation unless the company's past actions have been consistent with these policies. We will generally vote in favor of shareholder proposals advocating the addition of performance criteria to long-term compensation plans.

B. Positive Compensation Practices.

Examples of the positive compensation practices we look for in both selecting companies and deciding how to cast our proxy votes include:

(1) A high proportion of compensation derived from variable, performance-based incentives;
(2) Incentive formulas that cut both ways , allowing for outsized pay for outsized performance but ensuring undersized pay when performance is poor;

10

(3) Base salaries that are not excessive;
(4) Company-wide stock-based compensation grants that are capped at reasonable levels to limit dilution;
(5) Stock-based compensation that appropriately aligns management incentives with shareholders, with a strong preference for equity plans that have a cost-of-capital charge or escalating strike price feature as opposed to ordinary restricted stock or plain vanilla options;
(6) Appropriate performance targets and metrics, spelled out in detail in advance of the performance period;
(7) Full and clear disclosure of all forms of management compensation and stock ownership (including full listing of the dollar value of perquisites, value of CEO change of control and termination provisions, pensions, and detail on management's direct ownership of stock vs. option holdings, ideally presented in a format that is easy to compare and tally rather than tucked away in footnotes);
(8) Compensation committee members with the experience and wherewithal to make the tough decisions that frequently need to be made in determining CEO compensation;
(9) Policies that require executives to continue holding a meaningful portion of their equity compensation after vesting/exercise;
(10) Appropriate cost allocation of charges for stock-based compensation;
(11) Thoughtful evaluation of the present value tradeoff between options, restricted stock and other types of compensation; and
(12) Compensation targets that do not seek to provide compensation above the median of the peer group for mediocre performance. We believe this has contributed to the unacceptably high rates of CEO pay inflation.

III. Tender Offer Defenses

A. Poison Pills

We will generally vote against management proposals to ratify a poison pill.

We will generally vote for shareholder proposals to redeem a poison pill.

B. Fair Price Provisions

We will generally vote for fair price proposals, as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.

We will generally vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.

C. Greenmail

We will generally vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company's ability to make greenmail payments.

11

We review on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

D. Pale Greenmail

We review on a case-by-case basis restructuring plans that involve the payment of pale greenmail.

E. Unequal Voting Rights

We will generally vote against dual class exchange offers.

We will generally vote against dual class recapitalizations.

F. Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws

We will generally vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

We will generally vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

G. Supermajority Shareholder Vote Requirement to Approve Mergers

We will generally vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

We will generally vote for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

H. White Squire Placements

We will generally vote for shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

12

IV. Proxy Contests

A. Voting for Director Nominees in Contested Elections

Votes in a contested election of directors are evaluated on a case-by-case basis, considering the following factors:

o long-term financial performance of the target company relative to its industry
o management's track record
o background to the proxy contest
o qualifications of director nominees (both slates)
o evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met
o stock ownership positions

B. Reimburse Proxy Solicitation Expenses

Decisions to provide full reimbursement for dissidents waging a proxy contest are made on a case-by-case basis.

V. Proxy Contest Defenses

A. Board Structure: Staggered vs. Annual Elections

We will generally vote against proposals to classify the board.

We will generally vote for proposals to repeal classified boards and to elect all directors annually.

B. Shareholder Ability to Remove Directors

We will generally vote against proposals that provide that directors may be removed only for cause.

We will generally vote for proposals to restore shareholder ability to remove directors with or without cause.

We will generally vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

We will generally vote for proposals that permit shareholders to elect directors to fill board vacancies.

C. Cumulative Voting

See discussion under "The Board of Directors".

13

D. Shareholder Ability to Call Special Meetings

We will generally vote against proposals to restrict or prohibit shareholder ability to call special meetings.

We will generally vote for proposals that remove restrictions on the right of shareholders to act independently of management.

E. Shareholder Ability to Act by Written Consent

We will generally vote against proposals to restrict or prohibit shareholder ability to take action by written consent.

We will generally vote for proposals to allow or make easier shareholder action by written consent.

F. Shareholder Ability to Alter the Size of the Board

We will generally vote for proposals that seek to fix the size of the board.

We will generally vote against proposals that give management the ability to alter the size of the board without shareholder approval.

VI. Auditors

A. Ratifying Auditors

We will generally vote for proposals to ratify auditors, unless any of the following apply:
o An auditor has a financial interest in or association with the company (other than to receive reasonable compensation for services rendered), and is therefore not independent,
o Fees for non-audit services are excessive, or
o There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company's financial position.

We vote case-by-case on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.

We will generally vote for shareholder proposals asking for audit firm rotation or partner rotation within an audit firm, unless the rotation period is so short (less than five years) that it would be unduly burdensome to the company (Sarbanes-Oxley mandates that the partners on a company's audit engagement be subject to five-year term limits).

VII. Miscellaneous Governance Provisions

A. Confidential Voting

14

We will generally vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.

We will generally vote for management proposals to adopt confidential voting.

B. Equal Access

We will generally vote for shareholder proposals that would allow significant company shareholders equal access to management's proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.

C. Bundled Proposals

We review on a case-by-case basis bundled or "conditioned" proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders' best interests, we will generally vote against the proposals. If the combined effect is positive, we will generally vote for the proposals.

D. Shareholder Advisory Committees

We review on a case-by-case basis proposals to establish a shareholder advisory committee.

E. Stock Ownership Requirements

We will generally vote against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board (we prefer Directors to be long-term shareholders). We oppose the awarding of stock options to directors.

F. Term of Office and Independence of Committees

We will generally vote against shareholder proposals to limit the tenure of outside directors.

We will generally vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.

15

G. Director and Officer Indemnification and Liability Protection

Proposals concerning director and officer indemnification and liability protection are evaluated on a case-by-case basis.

We will generally vote against proposals to limit or eliminate entirely director and officer liability for monetary damages for violating the duty of care.

We will generally vote against indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.

We will generally vote for only those proposals that provide such expanded coverage in cases when a director's or officer's legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the director's legal expenses would be covered.

H. Charitable Contributions

We will generally vote against shareholder proposals to eliminate, direct or otherwise restrict charitable contributions.

I. Age Limits

We will generally vote against shareholder proposals to impose a mandatory retirement age for outside directors.

J. Board Size

We will generally vote for proposals seeking to fix the board size or designate a range for the board size.

We will generally vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

K. Establish/Amend Nominee Qualifications

We vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board.

We will generally vote against shareholder proposals requiring two candidates per board seat.

L. Filling Vacancies/Removal of Directors

We will generally vote against proposals that provide that directors may be removed only for cause.

16

We will generally vote for proposals to restore shareholder ability to remove directors with or without cause.

We will generally vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

We will generally vote for proposals that permit shareholders to elect directors to fill board vacancies.

M. OBRA-Related Compensation Proposals

o Amendments that Place a Cap on Annual Grant or Amend Administrative Features

We will generally vote for plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.

o Amendments to Added Performance-Based Goals

We will generally vote for amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

o Amendments to Increase Shares and Retain Tax Deductions Under OBRA

Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) are evaluated on a case-by-case basis.

o Approval of Cash or Cash-and-Stock Bonus Plans

We will generally vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA where the compensation plans have been historically consistent with our principles described in Section II of this document.

N. Shareholder Proposals to Limit Executive and Director Pay

We will generally vote for shareholder proposals that seek additional disclosure of executive and director pay information.

We review on a case-by-case basis all other shareholder proposals that seek to limit executive and director pay.

O. Golden and Tin Parachutes

17

We will generally vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.

We will generally review on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes.

P. Employee Stock Ownership Plans (ESOPs)

We will generally vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is "excessive" (i.e., generally greater than five percent of outstanding shares).

Q. 401(k) Employee Benefit Plans

We will generally vote for proposals to implement a 401(k) savings plan for employees.

R. Stock Plans in Lieu of Cash

We review plans which provide participants with the option of taking all or a portion of their cash compensation in the form of stock on a case-by-case basis.

We will generally vote for plans which provide a dollar-for-dollar cash for stock exchange.

We review plans which do not provide a dollar-for-dollar cash for stock exchange on a case-by-case basis.

S. Director Retirement Plans

We will generally vote against retirement plans for non-employee directors.

We will generally vote for shareholder proposals to eliminate retirement plans for non-employee directors.

18

VIII. State of Incorporation

A. Voting on State Takeover Statutes

We review on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

B. Voting on Reincorporation Proposals

Proposals to change a company's state of incorporation are examined on a case-by-case basis.

IX. Mergers and Corporate Restructurings

A. Mergers and Acquisitions

Votes on mergers and acquisitions are considered on a case-by-case basis, taking into account at least the following:

o anticipated financial and operating benefits
o offer price (cost vs. premium)
o prospects of the combined companies
o how the deal was negotiated
o changes in corporate governance and their impact on shareholder rights

B. Corporate Restructuring Votes on corporate restructuring proposals, including minority squeeze outs, leveraged buyouts, spin-offs, liquidations, and asset sales are considered on a case-by-case basis.

C. Spin-offs

Votes on spin-offs are considered on a case-by-case  basis  depending on the tax
and  regulatory  advantages,  planned use of sale  proceeds,  market focus,  and
managerial incentives.

D. Asset Sales Votes on asset sales are made on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

E. Liquidations Votes on liquidations are made on a case-by-case basis after reviewing management's efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

19

F. Appraisal Rights

We will generally vote for proposals to restore, or provide shareholders with, rights of appraisal.

G. Changing Corporate Name

We will generally vote for changing the corporate name.

X. Social and Environmental Issues

Davis Advisors will generally vote with management on shareholder social and environmental proposals on the basis that their impact on share value is difficult to judge and is therefore best done by management.

XI. Capital Structure

A. Common Stock Authorization

We review on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue.

We use quantitative criteria that measure the number of shares available for issuance after analyzing the company's industry and performance. Our first step is to determine the number of shares available for issuance (shares not outstanding and not reserved for issuance) as a percentage of the total number of authorized shares after accounting for the requested increase. Shares reserved for legitimate business purposes, such as stock splits or mergers, are subtracted from the pool of shares available. We then compare this percentage to the allowable cap developed for the company's peer group to determine if the requested increase is reasonable. Each peer group is broken down into four quartiles and within each quartile an "allowable increase" for the company is set. The top quartile performers will have the largest allowable increase.

If the requested increase is greater than the "allowable increase" we will generally vote against the proposal.

B. Reverse Stock Splits

We will review management proposals to implement a reverse stock split on a case-by-case basis. We will generally support a reverse stock split if management provides a reasonable justification for the split.

20

C. Blank Check Preferred Authorization

We will generally vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights.

We review on a case-by-case basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights.

We review on a case-by-case basis proposals to increase the number of authorized blank check preferred shares. If the company does not have any preferred shares outstanding we will generally vote against the requested increase. If the company does have preferred shares outstanding we will use the criteria set forth herein.

D. Shareholder Proposals Regarding Blank Check Preferred Stock

We will generally vote for shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.

E. Adjust Par Value of Common Stock

We will generally vote for management proposals to reduce the par value of common stock.

F. Preemptive Rights

We review on a case-by-case basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base.

G. Debt Restructurings

We review on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring plan. We consider the following issues:

o Dilution - How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be?
o Change in Control - Will the transaction result in a change in control of the company?
o Bankruptcy - Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring?

Generally, we approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.

21

H. Share Repurchase Programs

We will generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

I. Dual-class Stock

We will generally vote against proposals to create a new class of common stock with superior voting rights.

We will generally vote for proposals to create a new class of nonvoting or subvoting common stock if:
o It is intended for financing purposes with minimal or no dilution to current shareholders.
o It is not designed to preserve the voting power of an insider or significant shareholder.

J. Issue Stock for Use with Rights Plan We will generally vote against proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan (poison pill).

K. Preferred Stock

We will generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights ("blank check" preferred stock).

We will generally vote for proposals to create "declawed" blank check preferred stock (stock that cannot be used as a takeover defense).

We will generally vote for proposals to authorize 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 appear reasonable.

We will generally vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

We vote case-by-case on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company's industry and performance in terms of shareholder returns.

L. Recapitalization

We vote case-by-case on recapitalizations (reclassifications of securities), taking into account the following: more simplified capital structure, enhanced liquidity, fairness of conversion terms, impact on voting power and dividends, reasons for the reclassification, conflicts of interest, and other alternatives considered.

22

M. Reverse Stock Splits

We will generally vote for management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.

We will generally vote for management proposals to implement a reverse stock split to avoid delisting.

Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case basis.

N. Stock Distributions: Splits and Dividends

We will generally vote for management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance.

O. Tracking Stock

Votes on the creation of tracking stock are determined on a case-by-case  basis,
weighing the strategic value of the transaction against such factors as: adverse
governance  changes,  excessive  increases in authorized  capital stock,  unfair

method of distribution, diminution of voting rights, adverse conversion features, negative impact on stock option plans, and other alternatives such as a spin-off.

23

Declaration Management & Research LLC Proxy Voting Policy and Procedures

Declaration Management & Research LLC ("Declaration") is a fixed income manager and the securities we purchase for client accounts are predominantly fixed income securities. Accordingly, we are seldom if ever called upon to vote equity securities on our clients' behalf. However, in the event we were granted the discretion to vote proxies for a client's account and an occasion arose where an equity security needed to be voted, we would follow the following proxy voting policy in carrying out our responsibilities to that client.

I. General Principles

In order to set a framework within which proxy questions should be considered and voted, the following general principles should be applied:

1) As a fiduciary under ERISA or otherwise, the discretion to vote proxies for a client's account should be exercised keeping in mind a fiduciary's duty to use its best efforts to preserve or enhance the value of the client's account. We should vote on proxy questions with the goal of fostering the interests of the client (or the participants and beneficiaries in the case of an ERISA account).

2) Proxy questions should be considered within the individual circumstances of the issuer. It is possible that individual circumstances might mean that a given proxy question could be voted differently than what is generally done in other cases.

3) If a proxy question clearly has the capability of affecting the economic value of the issuer's stock, the question should be voted in a way that attempts to preserve, or give the opportunity for enhancement of, the stock's economic value.

4) In certain circumstances, even though a proposal might appear to be beneficial or detrimental in the short term, our analysis will conclude that over the long term greater value may be realized by voting in a different manner.

5) It is our policy that when we are given authority to vote proxies for a client's account, we must be authorized to vote all proxies for the account in our discretion. We do not accept partial voting authority nor do we accept instructions from clients on how to vote on specific issues, except in the case of registered investment companies. Clients may wish to retain proxy voting authority and vote their own proxies if necessary in order to satisfy their individual social, environmental or other goals.

Since we cannot currently anticipate circumstances in which Declaration would be called upon to vote an equity security for a client's account, it is difficult to specify in advance how we would vote on particular questions. For routine matters, we would expect to vote in accordance with the recommendation of the issuer's management. For all other matters, we would decide how to vote on a case-by-case basis considering the relevant circumstances of the issuer.


We will from time to time review this proxy voting policy and procedures and may adopt changes from time to time. Clients may contact Carole Parker, our Chief Compliance Officer, by calling 703-749-8240 or via e-mail at cparker@declaration.com to obtain a record of how we voted the proxies for their account.

II. Process

At Declaration, the investment research analysts are responsible for performing research on the companies in which we invest. The same analysts would be responsible for decisions regarding proxy voting, as they would be the most familiar with company-specific issues. Portfolio managers may also provide input when appropriate. Proxy voting mechanics are the responsibility of the analyst.

We may abstain from voting a client proxy if we conclude that the effect on the client's economic interests or the value of the portfolio holding is indeterminable or insignificant. We may also abstain from voting a client proxy for cost reasons (e.g., costs associated with voting proxies of non-U.S. securities). In accordance with our fiduciary duties, we would weigh the costs and benefits of voting proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent. Our decision would take into account the effect that the vote of our client, either by itself or together with other votes, was expected to have on the value of our client's investment and whether this expected effect would outweigh the cost of voting.

We will maintain the records required to be maintained by us with respect to proxies in accordance with the requirements of the Investment Advisers Act of 1940 and, with respect to our registered investment company clients, the Investment Company Act of 1940. We may, but need not, maintain proxy statements that we receive regarding client securities to the extent that such proxy statements are available on the SEC's Edgar system. We may also rely upon a third party to maintain certain records required to be maintained by the Advisors Act or the Investment Company Act.

III. Conflicts of Interest

We manage the assets of various public and private company clients, and may invest in the securities of certain of these companies on behalf of our clients. As noted above, we invest principally in fixed income securities with respect to which proxies are not required to be voted. However, in the event we were to be granted the discretion to vote proxies by a client, and an equity security were to be held in that client's portfolio with respect to which a vote was required, we would be responsible for voting proxies for that security. We recognize that the potential for conflicts of interest could arise in situations where we have

2

discretion to vote client proxies and where we have material business relationships(1) or material personal/family relationships(2) with an issuer (or with a potential target or acquirer, in the case of a proxy vote in connection with a takeover). To address these potential conflicts we have established a Proxy Voting Committee (the "Committee"). The Committee consists of the President, the Senior Vice President - Director of Portfolio Management, and the Chief Compliance Officer. The Committee will use reasonable efforts to determine whether a potential conflict may exist, including screening proxies against a list of clients with whom we have a material business relationship. However, a potential conflict shall be deemed to exist only if one or more of the members of the Committee actually know of the potential conflict. The Committee will work with the analyst assigned to the specific security to oversee the proxy voting process for securities where we believe we may have potential conflicts.

The Committee will meet to decide how to vote the proxy of any security with respect to which we have identified a potential conflict. The Committee will consider the analyst's recommendation, make a decision on how to vote the proxy and document the Committee's rationale for its decision.

Declaration is an indirect wholly owned subsidiary of Manulife Financial Corporation ("MFC"), a public company. It is our general policy not to acquire or hold MFC stock on behalf of our clients. However, in the event that a client were to hold MFC stock in a portfolio which we managed, and we were responsible for voting a MFC proxy on behalf of the client, the Committee would decide how to vote the MFC proxy in a manner that it believes will maximize shareholder value. The Committee will document the rationale for its decision.

It is Declaration's policy not to accept any input from any other person or entity, including its affiliates, when voting proxies for any security. In the event that a Declaration employee was contacted by any affiliate or any other person or entity, other than by means of standard materials available to all shareholders, with a recommendation on how to vote a specific proxy, the event would be reported to the Compliance Officer and would be documented. The Committee would then decide how to vote the proxy in question and would document the rationale for its decision.


(1) For purposes of this proxy voting policy, a "material business relationship" is considered to arise in the event a client has contributed more than 5% of Declaration's annual revenues for the most recent fiscal year or is reasonably expected to contribute this amount for the current fiscal year.

(2)For purposes of this proxy voting policy, a "material personal/family relationship" is one that would be reasonably likely to influence how we vote proxies. To identify any such relationships, the Proxy Voting Committee will in connection with each proxy vote obtain information about (1) personal and/or family relationships between any Declaration employee involved in the proxy vote (e.g., analyst, portfolio manager and/or members of the Proxy Voting Committee, as applicable), and directors or senior executives of the issuer, and (ii) personal and/or immediate family investments of such employees in issuers which exceed 5% of the outstanding stock of the issuer.

3

If there is controversy or uncertainty about how any particular proxy question should be voted, or if an analyst or a Committee member believes that he or she has been pressured to vote in a certain way, he or she will consult with the Committee or with the Compliance Officer, and a decision will be made whether to refer the proxy to the Committee for voting. Final decisions on proxy voting will ultimately be made with the goal of enhancing the value of our clients' investments.

Adopted 07/03
Revised 09/04

4

Deutsche Bank

Deutsche Asset Management

2006 U.S. Proxy Voting Policies and Procedures

Deutsche Bank logo

5

-------------------------------------------------------------------
Effective Date:                           May 5, 2003
-------------------------------------------------------------------
Approver:                                 John Robbins
-------------------------------------------------------------------
Owner:                                    DeAM Compliance
-------------------------------------------------------------------
Functional Applicability:                 Asset Management
-------------------------------------------------------------------
Geographic Applicability:                 U.S.
-------------------------------------------------------------------
Last Reviewed Date:                       February 22, 2006
-------------------------------------------------------------------
Last Revision Date:                       March 03, 2006
-------------------------------------------------------------------
Next Review Date:                         February 2007
-------------------------------------------------------------------
Version:                                  5
-------------------------------------------------------------------

I. INTRODUCTION

Deutsche Asset Management (DeAM)(3) has adopted and implemented the following policies and procedures, which it believes are reasonably designed to ensure that proxies are voted in the best economic interest of clients, in accordance with its fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940. In addition to SEC requirements governing advisers, DeAM's proxy policies reflect the fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 CFR 2509.94-2 (July 29,1994).

II. DEAM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of DeAM's advisory clients.(4) As such, DeAM's authority and responsibility to vote such proxies depend upon its contractual relationships with its clients. DeAM has delegated responsibility for affecting its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"), an independent third-party


(1) DeAM refers to Deutsche Investment Management Americas Inc. and Deutsche Asset Management, Inc., each an investment adviser registered under the Investment Advisers Act of 1940. These Policies and Procedures also may apply to other entities within the Deutsche Bank organization for which the Proxy Vendor Oversight and the Proxy Voting Sub-Committee votes proxies, as listed on Exhibit 1.

(2) For purposes of these Policies and Procedures, "clients" refers to persons or entities: for which DeAM serves as investment adviser or sub-adviser; for which DeAM votes proxies; and that have an economic or beneficial ownership interest in the portfolio securities of issuers soliciting such proxies.

2

proxy voting specialist. ISS votes DeAM's advisory clients' proxies in accordance with DeAM's proxy guidelines or DeAM's specific instructions. Where a client has given specific instructions as to how a proxy should be voted, DeAM will notify ISS to carry out those instructions. Where no specific instruction exists, DeAM will follow the procedures in voting the proxies set forth in this document.

DeAM may have proxy voting responsibilities for investment companies and other clients for which it serves as investment adviser. With respect to client accounts that are sub-advised by an affiliated or unaffiliated investment adviser, DeAM may have proxy voting responsibilities, or such responsibilities may be delegated to the sub-adviser. Similarly, DeAM may have proxy voting responsibilities with respect to advisory client accounts for which it serves as investment sub-adviser.

III. POLICIES

1. Proxy voting activities are conducted in the best economic interest of clients

DeAM has adopted the following policies and procedures to ensure that proxies are voted in accordance with the best economic interest of its clients, as determined by DeAM in good faith after appropriate review.

2. The Proxy Voting Sub-Committee

The Proxy Voting Sub-Committee (the "PVSC") is an internal working group established by DeAM's Investment Risk Oversight Committee pursuant to a written charter. The PVSC is responsible for overseeing DeAM's proxy voting activities, including:

(i) adopting, monitoring and updating guidelines, attached as Exhibit A (the "Guidelines"), that provide how DeAM will generally vote proxies pertaining to a comprehensive list of common proxy voting matters;

(ii) voting proxies where (A) the issues are not covered by specific client instruction or the Guidelines; (B) the Guidelines specify that the issues are to be determined on a case-by-case basis; or (C) where an exception to the Guidelines may be in the best economic interest of DeAM's clients; and

(iii) monitoring the Proxy Vendor Oversight's proxy voting activities (see below):

DeAM's Proxy Vendor Oversight, a function of DeAM's Asset Management Operations Group, is responsible for coordinating with ISS to administer DeAM's proxy voting process and for voting proxies in accordance with any specific client instructions or, if there are none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3

3. Availability of Proxy Voting Policies and Procedures and proxy voting record

Copies of these Policies and Procedures, as they may be updated from time to time, are made available to clients as required by law and otherwise at DeAM's discretion. Clients may also obtain information on how their proxies were voted by DeAM as required by law and otherwise at DeAM's discretion; however, DeAM must not selectively disclose its investment company clients' proxy voting records. The Proxy Vendor Oversight will make proxy voting reports available to advisory clients upon request. The investment companies' proxy voting records will be disclosed to shareholders by means of publicly-available annual filings of each company's proxy voting record for 12-month periods ended June 30 (see "Recordkeeping" below).

IV. PROCEDURES

The key aspects of DeAM's proxy voting process are as follows:

1. The PVSC's Proxy Voting Guidelines

The Guidelines set forth the PVSC's standard voting positions on a comprehensive list of common proxy voting matters. The PVSC has developed, and continues to update the Guidelines based on consideration of current corporate governance principles, industry standards, client feedback, and the impact of the matter on issuers and the value of the investments.

The PVSC will review the Guidelines as necessary to support the best economic interests of DeAM's clients and, in any event, at least annually. The PVSC will make changes to the Guidelines, whether as a result of the annual review or otherwise, taking solely into account the best economic interests of clients. Before changing the Guidelines, the PVSC will thoroughly review and evaluate the proposed change and the reasons therefor, and the PVSC Chair will ask PVSC members whether anyone outside of the DeAM organization (but within Deutsche Bank and its affiliates) or any entity that identifies itself as a DeAM advisory client has requested or attempted to influence the proposed change and whether any member has a conflict of interest with respect to the proposed change. If any such matter is reported to the PVSC Chair, the Chair will promptly notify the Conflicts of Interest Management Sub-Committee (see below) and will defer the approval, if possible. Lastly, the PVSC will fully document its rationale for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual practices of the public company (ies) within the Deutsche Bank organization or of the investment companies for which DeAM or an affiliate serves as investment adviser or sponsor. Investment companies, particularly closed-end investment companies, are different from traditional operating

4

companies. These differences may call for differences in voting positions on the same matter. Further, the manner in which DeAM votes investment company proxies may differ from proposals for which a DeAM-advised or sponsored investment company solicits proxies from its shareholders. As reflected in the Guidelines, proxies solicited by closed-end (and open-end) investment companies are generally voted in accordance with the pre-determined guidelines of ISS. See Section IV.3.B.

2. Specific proxy voting decisions made by the PVSC

The Proxy Vendor Oversight will refer to the PVSC all proxy proposals (i) that are not covered by specific client instructions or the Guidelines; or
(ii) that, according to the Guidelines, should be evaluated and voted on a case-by-case basis.

Additionally, if, the Proxy Vendor Oversight, the PVSC Chair or any member of the PVSC, a portfolio manager, a research analyst or a sub-adviser believes that voting a particular proxy in accordance with the Guidelines may not be in the best economic interests of clients, that individual may bring the matter to the attention of the PVSC Chair and/or the Proxy Vendor Oversight.(5)

If the Proxy Vendor Oversight refers a proxy proposal to the PVSC or the PVSC determines that voting a particular proxy in accordance with the Guidelines is not in the best economic interests of clients, the PVSC will evaluate and vote the proxy, subject to the procedures below regarding conflicts.

The PVSC endeavors to hold meetings to decide how to vote particular proxies sufficiently before the voting deadline so that the procedures below regarding conflicts can be completed before the PVSC's voting determination.

3. Certain proxy votes may not be cast

In some cases, the PVSC may determine that it is in the best economic interests of its clients not to vote certain proxies. For example, it is DeAM's policy not to vote proxies of issuers subject to laws of those jurisdictions that impose restrictions upon selling shares after proxies are voted, in order to preserve liquidity. In other cases, it may not be possible to vote certain proxies, despite good faith efforts to do so. For example, some jurisdictions do not provide adequate notice to shareholders


(3) The Proxy Vendor Oversight generally monitors upcoming proxy solicitations for heightened attention from the press or the industry and for novel or unusual proposals or circumstances, which may prompt the Proxy Vendor Oversight to bring the solicitation to the attention of the PVSC Chair. DeAM portfolio managers, DeAM research analysts and sub-advisers also may bring a particular proxy vote to the attention of the PVSC Chair, as a result of their ongoing monitoring of portfolio securities held by advisory clients and/or their review of the periodic proxy voting record reports that the PVSC Chair distributes to DeAM portfolio managers and DeAM research analysts.

5

so that proxies may be voted on a timely basis. Voting rights on securities that have been loaned to third-parties transfer to those third-parties, with loan termination often being the only way to attempt to vote proxies on the loaned securities. Lastly, the PVSC may determine that the costs to the client(s) associated with voting a particular proxy or group of proxies outweighs the economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the PVSC Chair regarding any specific proxies and any categories of proxies that will not or cannot be voted. The reasons for not voting any proxy shall be documented.

4. Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the PVSC votes proxies,(6) the PVSC will vote those proxies in accordance with what it, in good faith, determines to be the best economic interests of DeAM's clients.(7)

Independence of the PVSC. As a matter of Compliance policy, the PVSC and the Proxy Vendor Oversight are structured to be independent from other parts of Deutsche Bank. Members of the PVSC and the employee responsible for Proxy Vendor Oversight are employees of DeAM. As such, they may not be subject to the supervision or control of any employees of Deutsche Bank Corporate and Investment Banking division ("CIB"). Their compensation cannot be based upon their contribution to any business activity outside of DeAM without prior approval of Legal and Compliance. They can have no contact with employees of Deutsche Bank outside of the Private Client and Asset Management division ("PCAM") regarding specific clients, business matters or initiatives without the prior approval of Legal and Compliance. They furthermore may not discuss proxy votes with any person outside of DeAM (and within DeAM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of Interest Management Sub-Committee") established within DeAM that will monitor for potential material conflicts of interest in connection with proxy proposals that are to be evaluated by the PVSC. Promptly upon a


(4) As mentioned above, the PVSC votes proxies (i) where neither a specific client instruction nor a Guideline directs how the proxy should be voted, (ii) where the Guidelines specify that an issue is to be determined on a case by case basis or (iii) where voting in accordance with the Guidelines may not be in the best economic interests of clients.

(5) The Proxy Vendor Oversight, who serves as the non-voting secretary of the PVSC, may receive routine calls from proxy solicitors and other parties interested in a particular proxy vote. Any contact that attempts to exert improper pressure or influence shall be reported to the Conflicts of Interest Management Sub-Committee.

6

determination that a vote shall be presented to the PVSC, the PVSC Chair shall notify the Conflicts of Interest Management Sub-Committee. The Conflicts of Interest Management Sub-Committee shall promptly collect and review any information deemed reasonably appropriate to evaluate, in its reasonable judgment, if DeAM or any person participating in the proxy voting process has, or has the appearance of, a material conflict of interest. For the purposes of this policy, a conflict of interest shall be considered "material" to the extent that a reasonable person could expect the conflict to influence, or appear to influence, the PVSC's decision on the particular vote at issue.

The information considered by the Conflicts of Interest Management Sub-Committee may include without limitation information regarding (i) DeAM client relationships; (ii) any relevant personal conflict known by the Conflicts of Interest Management Sub-Committee or brought to the attention of that sub-committee; (iii) and any communications with members of the PVSC (or anyone participating or providing information to the PVSC) and any person outside of the DeAM organization (but within Deutsche Bank and its affiliates) or any entity that identifies itself as a DeAM advisory client regarding the vote at issue. In the context of any determination, the Conflicts of Interest Management Sub-Committee may consult with, and shall be entitled to rely upon, all applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management Sub-Committee will document its findings and conclusions. If the Conflicts of Interest Management Sub-Committee determines that (i) DeAM has a material conflict of interest that would prevent it from deciding how to vote the proxies concerned without further client consent or (ii) certain individuals should be recused from participating in the proxy vote at issue, the Conflicts of Interest Management Sub-Committee will so inform the PVSC chair.

If notified that DeAM has a material conflict of interest as described above, the PVSC chair will obtain instructions as to how the proxies should be voted either from (i) if time permits, the affected clients, or (ii) ISS. If notified that certain individuals should be recused from the proxy vote at issue, the PVSC Chair shall do so in accordance with the procedures set forth below.

Procedures to be followed by the PVSC. At the beginning of any discussion regarding how to vote any proxy, the PVSC Chair (or his or her delegate) will inquire as to whether any PVSC member (whether voting or ex officio) or any person participating in the proxy voting process has a personal conflict of interest or has actual knowledge of an actual or apparent conflict that has not been reported to the Conflicts of Interest Management Sub-Committee.

The PVSC Chair also will inquire of these same parties whether they have actual knowledge regarding whether any director, officer or employee outside of the DeAM organization (but within Deutsche Bank and its affiliates) or any entity that identifies itself as a DeAM advisory client,

7

has: (i) requested that DeAM, the Proxy Vendor Oversight (or any member thereof) or a PVSC member vote a particular proxy in a certain manner; (ii) attempted to influence DeAM, the Proxy Vendor Oversight(or any member thereof), a PVSC member or any other person in connection with proxy voting activities; or (iii) otherwise communicated with a PVSC member or any other person participating or providing information to the PVSC regarding the particular proxy vote at issue, and which incident has not yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the PVSC Chair, the Chair will promptly notify the Conflicts of Interest Management Sub-Committee and, if possible, will delay the vote until the Conflicts of Interest Management Sub-Committee can complete the conflicts report. If a delay is not possible, the Conflicts of Interest Management Sub-Committee will instruct the PVSC whether anyone should be recused from the proxy voting process, or whether DeAM should seek instructions as to how to vote the proxy at issue from ISS or, if time permits, affected clients. These inquiries and discussions will be properly reflected in the PVSC's minutes.

Duty to Report. Any DeAM employee, including any PVSC member (whether voting or ex officio), that is aware of any actual or apparent conflict of interest relevant to, or any attempt by any person outside of the DeAM organization (but within Deutsche Bank and its affiliates) or any entity that identifies itself as a DeAM advisory client to influence, how DeAM votes its proxies has a duty to disclose the existence of the situation to the PVSC Chair (or his or her designee) and the details of the matter to the Conflicts of Interest Management Sub-Committee. In the case of any person participating in the deliberations on a specific vote, such disclosure should be made before engaging in any activities or participating in any discussion pertaining to that vote.

Recusal of Members. The PVSC will recuse from participating in a specific proxy vote any PVSC members (whether voting or ex officio) and/or any other person who (i) are personally involved in a material conflict of interest; or (ii) who, as determined by the Conflicts of Interest Management Sub-Committee, have actual knowledge of a circumstance or fact that could affect their independent judgment, in respect of such vote. The PVSC will also exclude from consideration the views of any person (whether requested or volunteered) if the PVSC or any member thereof knows, or if the Conflicts of Interest Management Sub-Committee has determined, that such other person has a material conflict of interest with respect to the particular proxy, or has attempted to influence the vote in any manner prohibited by these policies.

If, after excluding all relevant PVSC voting members pursuant to the paragraph above, there are three or more PVSC voting members remaining, those remaining PVSC members will determine how to vote the proxy in accordance with these Policies and Procedures. If there are fewer than three PVSC voting members remaining, the PVSC Chair will obtain

8

instructions as to how to have the proxy voted from, if time permits, the affected clients and otherwise from ISS.

B. Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by open-end and closed-end investment companies are voted in accordance with the pre-determined guidelines of ISS, unless the investment company client directs DeAM to vote differently on a specific proxy or specific categories of proxies. However, regarding investment companies for which DeAM or an affiliate serves as investment adviser or principal underwriter, such proxies are voted in the same proportion as the vote of all other shareholders (i.e., "mirror" or "echo" voting). Master fund proxies solicited from feeder funds are voted in accordance with applicable provisions of Section 12 of the Investment Company Act of 1940.

Affiliated Public Companies. For proxies solicited by non-investment company issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself, these proxies will be voted in the same proportion as the vote of other shareholders (i.e., "mirror" or "echo" voting).

C. Other Procedures That Limit Conflicts of Interest

DeAM and other entities in the Deutsche Bank organization have adopted a number of policies, procedures and internal controls that are designed to avoid various conflicts of interest, including those that may arise in connection with proxy voting, including:

o Deutsche Bank Americas Restricted Activities Policy. This policy provides for, among other things, independence of DeAM employees from CIB, and information barriers between DeAM and other affiliates. Specifically, no DeAM employee may be subject to the supervision or control of any employee of CIB. No DeAM employee shall have his or her compensation based upon his or her contribution to any business activity within the Bank outside of the business of DeAM, without the prior approval of Legal or Compliance. Further, no employee of CIB shall have any input into the compensation of a DeAM employee without the prior approval of Legal or Compliance. Under the information barriers section of this policy, as a general rule, DeAM employees who are associated with the investment process should have no contact with employees of Deutsche Bank or its affiliates, outside of PCAM, regarding specific clients, business matters, or initiatives. Further, under no circumstances should proxy votes be discussed with any Deutsche Bank employee outside of DeAM (and should only be discussed on a need-to-know basis within DeAM).

o Deutsche Bank Americas Information Barriers for Sections 13 and 16, and Reg. M Policy. This policy establishes information barriers between Deutsche Bank employees from CIB, on the one hand, and

9

Deutsche Bank employees from PCAM. The information barriers depend upon PCAM and CIB personnel adhering to the certain limitations. For example, PCAM and CIB personnel may not share between themselves non-public, proprietary or confidential information. Further, PCAM and CIB personnel may not coordinate or seek to coordinate decision making with respect to particular securities transactions or groups of transactions, or with respect to the voting of particular securities. The policy also states that PCAM (particularly Deutsche Asset Management) and CIB do not employ common managing directors, officers and employees as a general policy matter, and imposes certain restrictions in the event that there are any such common directors, officers or employees

Other relevant internal policies include the Deutsche Bank Americas Code of Professional Conduct, the Deutsche Bank Americas Confidential and Inside Information Policy, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The PVSC expects that these policies, procedures and internal controls will greatly reduce the chance that the PVSC (or, its members) would be involved in, aware of or influenced by, an actual or apparent conflict of interest.

V. RECORDKEEPING

DeAM will maintain a record of each vote cast by DeAM that includes among other things, company name, meeting date, proposals presented, vote cast and shares voted. In addition, the Proxy Vendor Oversight maintains records for each of the proxy ballots it votes. Specifically, the Department's records include, but are not limited to:

o The proxy statement (and any additional solicitation materials) and relevant portions of annual statements.

o Any additional information considered in the voting process that may be obtained from an issuing company, its agents or proxy research firms.

o Analyst worksheets created for stock option plan and share increase analyses

o Proxy Edge print-screen of actual vote election.

In addition, DeAM will retain these Policies and Procedures and the Guidelines; will maintain records of client requests for proxy voting information; and will retain any documents the Proxy Vendor Oversight or the PVSC prepared that were material to making a voting decision or that memorialized the basis for a proxy voting decision.

The PVSC also will create and maintain appropriate records documenting its compliance with these Policies and Procedures, including records of its deliberations and decisions regarding conflicts of interest and their resolution.

10

DeAM will maintain the above records in an easily accessible place for no less than six years from the end of the fiscal year during which the last entry was made on such record, the first three years in an appropriate DeAM office.

With respect to DeAM's investment company clients, ISS will create and maintain records of each company's proxy voting record for 12-month periods ended June
30. DeAM will compile the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the company was entitled to vote:

o The name of the issuer of the portfolio security;

o The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means);

o The Council on Uniform Securities Identification Procedures number for the portfolio security (if the number is available through reasonably practicable means);

o The shareholder meeting date;

o A brief identification of the matter voted on;

o Whether the matter was proposed by the issuer or by a security holder; Whether the company cast its vote on the matter;

o How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

o Whether the company cast its vote for or against management.

VI. THE PVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on matters referred to it as set forth above, the PVSC will monitor the proxy voting process by reviewing summary proxy information presented by ISS. The PVSC will use this review process to determine, among other things, whether any changes should be made to the Guidelines. This review will take place at least quarterly and will be documented in the PVSC's minutes.

Attachment A - Proxy Voting Guidelines

Exhibit 1 - List of Other Advisers

11

Exhibit 1

List of Advisers Covered by these Policies and Procedures

Deutsche Asset Management Inc.
Deutsche Investment Management Americas Inc. Investment Company Capital Corp.

Deutsche Asset Management International GMBH

DB Investment Managers, Inc.
Deutsche Investment Australia Limited RREEF America

Deutsche Asset Management (Japan) Limited

Deutsche Asset Management (Asia) Limited Deutsche Investment Trust Company Limited DB Absolute Return Strategies Limited Deutsche Bank Trust Company Americas Deutsche Bank National Trust Companyo DWS Trust Company
RREEF Global Advisers Limited*
Deutsche Asset Management Hong Kong Limited*


o Entity would act in accord with this Policy only on behalf of DeAM clients.
* Registration in process as of February 28, 2006.

12

Attachment A

Deutsche Bank Americas
New York

Deutsche Asset Management
2006 U.S. Proxy Voting Guidelines

As Amended March 03, 2006

Deutsche Bank logo

13

--------------------------------------------------------------------------------
Effective Date:                         May 5, 2003
--------------------------------------------------------------------------------
Approver:                               Theresa Gusman, as chairperson of the
                                        Proxy Voting Sub-Committee
--------------------------------------------------------------------------------
Owner:                                  DeAM Compliance
--------------------------------------------------------------------------------
Functional Applicability:               Asset Management
--------------------------------------------------------------------------------
Geographic Applicability:               U.S.
--------------------------------------------------------------------------------
Last Reviewed Date:                     March 29, 2005
--------------------------------------------------------------------------------
Last Revision Date:                     March 03, 2006
--------------------------------------------------------------------------------
Next Review Date:                       February 2006
--------------------------------------------------------------------------------
Version:                                4
--------------------------------------------------------------------------------

14

TABLE OF CONTENTS

I. BOARD OF DIRECTORS AND EXECUTIVES........................................17

   A. Election of Directors...................................................17
   B. Classified Boards of Directors..........................................17
   C. Board and Committee Independence........................................17
   D. Liability and Indemnification of Directors..............................18
   E. Qualifications of Directors.............................................18
   F. Removal of Directors and Filling of Vacancies...........................18
   G. Proposals to Fix the Size of the Board....................................
   H. PROPOSALS TO RESTRICT CHIEF EXECUTIVE OFFICER'S SERVICE ON MULTIPLE BOARDS

II.  CAPITAL STRUCTURE........................................................19

   A. Authorization of Additional Shares......................................19
   B. Authorization of "Blank Check" Preferred Stock..........................19
   C. Stock Splits/Reverse Stock Splits.......................................19
   D. Dual Class/Supervoting Stock............................................19
   E. Large Block Issuance....................................................20
   F. Recapitalization into a Single Class of Stock...........................20
   G. Share Repurchases.......................................................20
   H. Reductions in Par Value.................................................20

III.    CORPORATE GOVERNANCE ISSUES...........................................20

   A. Confidential Voting.....................................................20
   B. Cumulative Voting.......................................................21
   C. Supermajority Voting Requirements.......................................21
   D. Shareholder Right to Vote...............................................21

IV.     COMPENSATION..........................................................21

   A. Executive and Director Stock Option Plans...............................22
   B. Employee Stock Option/Purchase Plans....................................22
   C. Golden Parachutes.......................................................23
   D. Proposals to Limit Benefits or Executive Compensation...................23
   E. Option Expensing........................................................23

V.   ANTI-TAKEOVER RELATED ISSUES.............................................23

   A. Shareholder Rights Plans ("Poison Pills")...............................23
   B. Reincorporation.........................................................24
   C. Fair-Price Proposals....................................................24
   D. Exemption from state takeover laws......................................24
   E. Non-financial Effects of Takeover Bids..................................24

VI. MERGERS & ACQUISITIONS................................................24

VII. SOCIAL & POLITICAL ISSUES.............................................25

A. Labor & Human Rights..................................................25
B. Environmental Issues..................................................25
C. Diversity & Equality..................................................25
D. Health & Safety.......................................................26
E. Government/Military...................................................26
F. Tobacco...............................................................26

15

VIII. MISCELLANEOUS ITEMS...................................................27

A. Ratification of Auditors................................................27
B. Limitation of non-audit services provided by independent auditor........27
C. Audit firm rotation.....................................................27
D. Transaction of Other Business...........................................27
E. Motions to Adjourn the Meeting..........................................28
F. Bundled Proposals.......................................................28
G. Change of Company Name..................................................28
H. Proposals Related to the Annual Meeting.................................28

I. Investment Company Proxies............................................28
J. International Proxy Voting............................................29


16

These Guidelines may reflect a voting position that differs from the actual practices of the public company (ies) within the Deutsche Bank organization or of the investment companies for which DeAM or an affiliate serves as investment adviser or sponsor.

I. Board of Directors and Executives

A. Election of Directors

Routine: DeAM Policy is to vote "for" the uncontested election of directors. Votes for a director in an uncontested election will be withheld in cases where a director has shown an inability to perform his/her duties in the best interests of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a case-by-case voting decision will be made based upon analysis of the issues involved and the merits of the incumbent and dissident slates of directors. DeAM will incorporate the decisions of a third party proxy research vendor, currently, Institutional Shareholder Services ("ISS") subject to review by the Proxy Voting Sub-Committee (PVSC) as set forth in the Deutsche Asset Management (DeAM)'s Proxy Voting Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary obligation and in most cases support for management's nominees is warranted. As the issues relevant to a contested election differ in each instance, those cases must be addressed as they arise.

B. Classified Boards of Directors

DeAM policy is to vote against proposals to classify the board and for proposals to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By entrenching the incumbent board, a classified board may be used as an anti-takeover device to the detriment of the shareholders in a hostile take-over situation.

C. Board and Committee Independence

DeAM policy is to vote:

1. "For" proposals that require that a certain percentage (majority up to 66 2/3%) of members of a board of directors be comprised of independent or unaffiliated directors.

2. "For" proposals that require all members of a company's compensation, audit, nominating, or other similar committees be comprised of independent or unaffiliated directors.

3. "Against" shareholder proposals to require the addition of special interest, or constituency, representatives to boards of directors.

4. "For" separation of the Chairman and CEO positions.

5. "Against" proposals that require a company to appoint a Chairman who is an independent director.

Rationale: Board independence is a cornerstone of effective governance and accountability. A board that is sufficiently independent from management assures that shareholders' interests are adequately represented. However, the Chairman of the board must have sufficient involvement in and experience with the operations of the company to perform the functions required of that position and lead the company.

17

D. Liability and Indemnification of Directors

DeAM policy is to vote "for" management proposals to limit directors' liability and to broaden the indemnification of directors, unless broader indemnification or limitations on directors' liability would affect shareholders' interests in pending litigation.

Rationale: While shareholders want directors and officers to be responsible for their actions, it is not in the best interests of the shareholders for them to be to risk averse. If the risk of personal liability is too great, companies may not be able to find capable directors willing to serve. We support expanding liability only for actions taken in good faith and not for serious violations of fiduciary obligation or negligence.

E. Qualifications of Directors

DeAM policy is to follow management's recommended vote on either management or shareholder proposals that set retirement ages for directors or require specific levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders, is most qualified to establish qualification policies.

F. Removal of Directors and Filling of Vacancies

DeAM policy is to vote "against" proposals that include provisions that directors may be removed only for cause or proposals that include provisions that only continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without cause. Removal of directors for cause usually requires proof of self-dealing, fraud or misappropriation of corporate assets, limiting shareholders' ability to remove directors except under extreme circumstances. Removal without cause requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an anti-takeover device, precluding shareholders from filling the board until the next regular election.

G. Proposals to Fix the Size of the Board

DeAM policy is to vote:

1. "For" proposals to fix the size of the board unless: (a) no specific reason for the proposed change is given; or (b) the proposal is part of a package of takeover defenses.

2. "Against" proposals allowing management to fix the size of the board without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a reasonable amount of flexibility in fixing the size of its board.

H. Proposals to Restrict Chief Executive Officer's Service on Multiple Boards

18

DeAM policy is to vote "For" proposals to restrict a Chief Executive Officer from serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that shareholders' interests are represented adequately.

II. Capital Structure

A. Authorization of Additional Shares

DeAM policy is to vote "for" proposals to increase the authorization of existing classes of stock that do not exceed a 3:1 ratio of shares authorized to shares outstanding for a large cap company, and do not exceed a 4:1 ratio of shares authorized to shares outstanding for a small-midcap company (companies having a market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry on business, increases requested for general financial flexibility must be limited to protect shareholders from their potential use as an anti-takeover device. Requested increases for specifically designated, reasonable business purposes (stock split, merger, etc.) will be considered in light of those purposes and the number of shares required.

B. Authorization of "Blank Check" Preferred Stock

DeAM policy is to vote:

1. "Against" proposals to create blank check preferred stock or to increase the number of authorized shares of blank check preferred stock unless the company expressly states that the stock will not be used for anti-takeover purposes and will not be issued without shareholder approval.

2. "For" proposals mandating shareholder approval of blank check stock placement.

Rationale:  Shareholders  should be permitted to monitor the issuance of classes
of  preferred  stock  in  which  the  board of  directors  is  given  unfettered
discretion to set voting,  dividend,  conversion and other rights for the shares
issued.

C. Stock Splits/Reverse Stock Splits

DeAM policy is to vote "for" stock splits if a legitimate business purpose is set forth and the split is in the shareholders' best interests. A vote is cast "for" a reverse stock split only if the number of shares authorized is reduced in the same proportion as the reverse split or if the effective increase in authorized shares (relative to outstanding shares) complies with the proxy guidelines for common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally affect shareholders. Reverse stock splits, however, may have the same result as an increase in authorized shares and should be analyzed accordingly.

D. Dual Class/Supervoting Stock

DeAM policy is to vote "against" proposals to create or authorize additional shares of super-voting stock or stock with unequal voting rights.

19

Rationale: The "one share, one vote" principal ensures that no shareholder maintains a voting interest exceeding their equity interest in the company.

E. Large Block Issuance

DeAM policy is to address large block issuances of stock on a case-by-case basis, incorporating the recommendation of an independent third party proxy research firm (currently ISS) subject to review by the PVSC as set forth in DeAM's Proxy Policies and Procedures. Additionally, DeAM supports proposals requiring shareholder approval of large block issuances.

Rationale: Stock issuances must be reviewed in light of the business circumstances leading to the request and the potential impact on shareholder value.

F. Recapitalization into a Single Class of Stock

DeAM policy is to vote "for" recapitalization plans to provide for a single class of common stock, provided the terms are fair, with no class of stock being unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision that may be left to the board and/management if there is no adverse effect on shareholders.

G. Share Repurchases

DeAM policy is to vote "for" share repurchase plans provided all shareholders are able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because they tend to increase returns to the remaining shareholders.

H. Reductions in Par Value

DeAM policy is to vote "for" proposals to reduce par value, provided a legitimate business purpose is stated (e.g., the reduction of corporate tax responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision with no substantial impact on shareholders.

III. Corporate Governance Issues

A. Confidential Voting

DeAM policy is to vote "for" proposals to provide for confidential voting and independent tabulation of voting results and to vote "against" proposals to repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders. This is particularly important for employee-shareholders or shareholders with business or other affiliations with the company, who may be vulnerable to coercion or retaliation when opposing management. Confidential voting does not interfere with the ability of corporations to communicate with all shareholders, nor does it prohibit shareholders from making their views known directly to management.

20

B. Cumulative Voting

DeAM policy is to vote "for" shareholder proposals requesting cumulative voting and "against" management proposals to eliminate it. However, the protections afforded shareholders by cumulative voting are not necessary when a company has a history of good performance and does not have a concentrated ownership interest. Accordingly, a vote is cast "for" cumulative voting and "against" proposals to eliminate it unless:

a) The company has a five year return on investment greater than the relevant industry index,

b) All directors and executive officers as a group beneficially own less than 10% of the outstanding stock, and

c) No shareholder (or voting block) beneficially owns 15% or more of the company.

Thus, failure of any one of the three criteria results in a vote for cumulative voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that holders of a significant number of shares may have board representation; however, the presence of other safeguards may make their use unnecessary.

C. Supermajority Voting Requirements

DeAM policy is to vote "against" management proposals to require a supermajority vote to amend the charter or bylaws and to vote "for" shareholder proposals to modify or rescind existing supermajority requirements. *Exception made when company holds a controlling position and seeks to lower threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that a simple majority should carry the vote. Setting supermajority requirements may make it difficult or impossible for shareholders to remove egregious by-law or charter provisions. Occasionally, a company with a significant insider held position might attempt to lower a supermajority threshold to make it easier for management to approve provisions that may be detrimental to shareholders. In that case, it may not be in the shareholders interests to lower the supermajority provision.

D. Shareholder Right to Vote

DeAM policy is to vote "against" proposals that restrict the right of shareholders to call special meetings, amend the bylaws, or act by written consent. Policy is to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known to management or affect the governance process should be supported.

IV. Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for approval. These plans typically award cash to executives based on company performance. Deutsche Bank believes that the responsibility for executive

21

compensation decisions rest with the board of directors and/or the compensation committee, and its policy is not to second-guess the board's award of cash compensation amounts to executives unless a particular award or series of awards is deemed excessive. If stock options are awarded as part of these bonus or incentive plans, the provisions must meet Deutsche Bank's criteria regarding stock option plans, or similar stock-based incentive compensation schemes, as set forth below.

A. Executive and Director Stock Option Plans

DeAM policy is to vote "for" stock option plans that meet the following criteria:

(1) The resulting dilution of existing shares is less than (a) 15 percent of outstanding shares for large capital corporations or (b) 20 percent of outstanding shares for small-mid capital companies (companies having a market capitalization under one billion U.S. dollars.)

(2) The transfer of equity resulting from granting options at less than FMV is no greater than 3% of the over-all market capitalization of large capital corporations, or 5% of market cap for small-mid capital companies.

(3) The plan does not contain express repricing provisions and, in the absence of an express statement that options will not be repriced; the company does not have a history of repricing options.

(4) The plan does not grant options on super-voting stock.

DeAM will support performance-based option proposals as long as a) they do not mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance based options.

DeAM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of stock-based incentive plans raises significant issues not encountered with cash-based compensation plans. These include the potential dilution of existing shareholders' voting power, the transfer of equity out of the company resulting from the grant and execution of options at less than FMV and the authority to reprice or replace underwater options. Our stock option plan analysis model seeks to allow reasonable levels of flexibility for a company yet still protect shareholders from the negative impact of excessive stock compensation. Acknowledging that small mid-capital corporations often rely more heavily on stock option plans as their main source of executive compensation and may not be able to compete with their large capital competitors with cash compensation, we provide slightly more flexibility for those companies.

B. Employee Stock Option/Purchase Plans

DeAM policy is to vote for employee stock purchase plans (ESPP's) when the plan complies with Internal Revenue Code 423, allowing non-management employees to purchase stock at 85% of FMV.

DeAM policy is to vote "for" employee stock option plans (ESOPs) provided they meet the standards for stock option plans in general. However, when computing dilution and transfer of equity, ESOPs are considered independently from executive and director option plans.

22

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an ownership stake in the companies they work for and have been shown to promote employee loyalty and improve productivity.

C. Golden Parachutes

DeAM policy is to vote "for" proposals to require shareholder approval of golden parachutes and for proposals that would limit golden parachutes to no more than three times base compensation. Policy is to vote "against" more restrictive shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, DeAM considers that an effective parachute should be less attractive than continued employment and that the IRS has opined that amounts greater than three times annual salary, are excessive.

D. Proposals to Limit Benefits or Executive Compensation

DeAM policy is to vote "against"

1. Proposals to limit benefits, pensions or compensation and

2. Proposals that request or require disclosure of executive compensation greater than the disclosure required by Securities and Exchange Commission (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be day-to-day operations of the company, and are best left unrestricted by arbitrary limitations proposed by shareholders.

E. Option Expensing

DeAM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the Financial Accounting Standards Board (FASB) does not yet require it, instead allowing companies to disclose the theoretical value of options as a footnote. Because the expensing of stock options lowers earnings, most companies elect not to do so. Given the fact that options have become an integral component of compensation and their exercise results in a transfer of shareholder value, DeAM agrees that their value should not be ignored and treated as "no cost" compensation. The expensing of stock options would promote more modest and appropriate use of stock options in executive compensation plans and present a more accurate picture of company operational earnings.

V. Anti-Takeover Related Issues

A. Shareholder Rights Plans ("Poison Pills")

DeAM policy is to vote "for" proposals to require shareholder ratification of poison pills or that request boards to redeem poison pills, and to vote "against" the adoption of poison pills if they are submitted for shareholder ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover defenses and can be (and usually are) adopted without shareholder review or consent. The potential cost of poison pills to shareholders during an attempted takeover outweighs the benefits.

23

B. Reincorporation

DeAM policy is to examine reincorporation proposals on a case-by-case basis. The voting decision is based on: (1) differences in state law between the existing state of incorporation and the proposed state of incorporation; and (2) differences between the existing and the proposed charter/bylaws/articles of incorporation and their effect on shareholder rights. If changes resulting from the proposed reincorporation violate the corporate governance principles set forth in these guidelines, the reincorporation will be deemed contrary to shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the advantages and disadvantages to their shareholders. Care must be taken that anti-takeover protection is not the sole or primary result of a proposed change.

C. Fair-Price Proposals

DeAM policy is to vote "for" management fair-price proposals, provided that: (1) the proposal applies only to two-tier offers; (2) the proposal sets an objective fair-price test based on the highest price that the acquirer has paid for a company's shares; (3) the supermajority requirement for bids that fail the fair-price test is no higher than two-thirds of the outstanding shares; (4) the proposal contains no other anti-takeover provisions or provisions that restrict shareholders rights. A vote is cast for shareholder proposals that would modify or repeal existing fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if adequate provisions are included, they provide some protection to shareholders who have some say in their application and the ability to reject those protections if desired.

D. Exemption from state takeover laws

DeAM policy is to vote "for" shareholder proposals to opt out of state takeover laws and to vote "against" management proposals requesting to opt out of state takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm long-term share value by entrenching management. They also unfairly deny certain shares their inherent voting rights.

E. Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to DeAM's stated purpose of acting in its client's best economic interest.

VI. Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) are performed on a case-by-case basis incorporating information from an independent proxy research source (currently ISS.) Additional resources including portfolio management and research analysts may be considered as set forth in DeAM's Policies and Procedures.

24

VII. Social & Political Issues

With increasing frequency, shareholder proposals are submitted relating to social and political responsibility issues. Almost universally, the company management will recommend a vote "against" these proposals. These types of proposals cover an extremely wide range of issues. Many of the issues tend to be controversial and are subject to more than one reasonable, yet opposing, theory of support. More so than with other types of proxy proposals, social and political responsibility issues may not have a connection to the economic and corporate governance principles affecting shareholders' interests. DeAM's policy regarding social and political responsibility issues, as with any other issue, is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting direct action on behalf of the board and a request for a report on (or disclosure of) some information. In order to avoid unduly burdening any company with reporting requirements, DeAM's policy is to vote against shareholder proposals that demand additional disclosure or reporting than is required by the Securities and Exchange Commission unless it appears there is a legitimate issue and the company has not adequately addressed shareholders' concerns.

A. Labor & Human Rights

DeAM policy is to vote "against" adopting global codes of conduct or workplace standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed unnecessary and potentially burdensome to companies

B. Environmental Issues

DeAM policy is to vote "against" the adoption of the CERES Principles or other similar environmental mandates (e.g., those relating to Greenhouse gas emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies and compliance with additional requirements often involves significant cost to companies.

C. Diversity & Equality

1. DeAM policy is to vote "against" shareholder proposals to force equal employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information made available through filings with the EEOC provides sufficient assurance that companies act responsibly and make information public.

25

2. DeAM policy is also to vote "against" proposals to adopt the Mac Bride Principles. The Mac Bride Principles promote fair employment, specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the Mac Bride Principles redundant. Their adoption could potentially lead to charges of reverse discrimination.

D. Health & Safety

1. DeAM policy is to vote "against" adopting a pharmaceutical price restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies and should not be dictated by shareholders (particularly pursuant to an arbitrary formula.) Disclosing pricing policies may also jeopardize a company's competitive position in the marketplace.

2. DeAM policy is to vote "against" shareholder proposals to control the use or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed unnecessary and potentially burdensome to companies.

E. Government/Military

1. DeAM policy is to vote against shareholder proposals regarding the production or sale of military arms or nuclear or space-based weapons, including proposals seeking to dictate a company's interaction with a particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what products or industries a company can and should participate in. Regulation of the production or distribution of military supplies is, or should be, a matter of government policy.

2. DeAM policy is to vote "against" shareholder proposals regarding political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should evaluate and determine the recipients of any contributions made by the company.

3. DeAM policy is to vote "against" shareholder proposals regarding charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should evaluate and determine the recipients of any contributions made by the company.

F. Tobacco

1. DeAM policy is to vote "against" shareholder proposals requesting additional standards or reporting requirements for tobacco companies as well as "against" requesting companies to report on the intentional manipulation of nicotine content.

26

Rationale: Where a tobacco company's actions meet the requirements of legal and industry standards, imposing additional burdens may detrimentally affect a company's ability to compete. The disclosure of nicotine content information could affect the company's rights in any pending or future litigation.

4. Shareholder requests to spin-off or restructure tobacco businesses will be opposed.

Rationale: These decisions are more appropriately left to the Board and management, and not to shareholder mandate.

VIII.Miscellaneous Items

A. Ratification of Auditors

DeAM policy is to vote "for" a) the management recommended selection of auditors and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties adequately, support for management's nomination is warranted.

B. Limitation of non-audit services provided by independent auditor

DeAM policy is to support proposals limiting non-audit fees to 50% of the aggregate annual fees earned by the firm retained as a company's independent auditor.

Rationale: In the wake of financial reporting problems and alleged audit failures at a number of companies, DeAM supports the general principle that companies should retain separate firms for audit and consulting services to avoid potential conflicts of interest. However, given the protections afforded by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit Committee pre-approval for non-audit services and prohibits auditors from providing specific types of services), and the fact that some non-audit services are legitimate audit-related services, complete separation of audit and consulting fees may not be warranted. A reasonable limitation is appropriate to help ensure auditor independence and it is reasonable to expect that audit fees exceed non-audit fees.

C. Audit firm rotation

DeAM policy is to support proposals seeking audit firm rotation unless the rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be switched every five years, DeAM believes that rotation of the actual audit firm would provide an even stronger system of checks and balances on the audit function.

D. Transaction of Other Business

DeAM policy is to vote against "transaction of other business" proposals.

27

Rationale: This is a routine item to allow shareholders to raise other issues and discuss them at the meeting. As the nature of these issues may not be disclosed prior to the meeting, we recommend a vote against these proposals. This protects shareholders voting by proxy (and not physically present at a meeting) from having action taken at the meeting that they did not receive proper notification of or sufficient opportunity to consider.

E. Motions to Adjourn the Meeting

DeAM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable outcome is not secured. Shareholders should already have had enough information to make a decision. Once votes have been cast, there is no justification for management to continue spending time and money to press shareholders for support.

F. Bundled Proposals

DeAM policy is to vote against bundled proposals if any bundled issue would require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in cases where the proposals could reasonably have been submitted separately.

G. Change of Company Name

DeAM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H. Proposals Related to the Annual Meeting

DeAM Policy is to vote in favor of management for proposals related to the conduct of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I. Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the recommendations of an independent third party, currently ISS. However, regarding investment companies for which DeAM or an affiliate serves as investment adviser or principal underwriter, such proxies are voted in the same proportion as the vote of all other shareholders. Proxies solicited by master funds from feeder funds will be voted in accordance with applicable provisions of Section 12 of the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are different from traditional operating companies. These differences may call for differences in voting positions on the same matter. For example, DeAM could vote "for" staggered boards of closed-end investment companies, although DeAM generally votes "against" staggered boards for operating companies. Further, the manner in which DeAM votes investment company proxies may differ from proposals

28

for which a DeAM-advised investment company solicits proxies from its shareholders. As reflected in the Guidelines, proxies solicited by closed-end (and open-end) investment companies are voted in accordance with the pre-determined guidelines of an independent third-party.

J. International Proxy Voting

The above guidelines pertain to issuers organized in the United States or Canada. Proxies solicited by other issuers are voted in accordance with the recommendations of an independent third party, currently ISS.

29

Effective Date: October 27, 2006 CONFIDENTIAL AND
PROPRIETARY

PROXY VOTING POLICIES AND PROCEDURES

DIMENSIONAL FUND ADVISORS INC.
DIMENSIONAL FUND ADVISORS LTD.
DFA AUSTRALIA LIMITED

Introduction

Dimensional is an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940 (the "Advisers Act"). Dimensional controls Dimensional Fund Advisors Ltd. ("DFAL") and DFA Australia Limited ("DFAA") (Dimensional, DFAL and DFAA are collectively referred to as the "Advisors"). DFAL and DFAA are also investment advisors registered under the Advisers Act.

The Advisors provide investment advisory or subadvisory services to various types of clients, including registered funds, unregistered commingled funds, defined benefit plans, defined contribution plans, private and public pension funds, foundations, endowment funds and other types of investors. These clients frequently give the Advisors the authority and discretion to vote proxy statements relating to the underlying securities that are held on behalf of such clients. Also, a client may, at times, ask an Advisor to provide voting advice on certain proxies without delegating full voting discretion to the Advisor. Depending on the client, the Advisors' duties may include making decisions regarding whether and how to vote proxies as part of an investment manager's fiduciary duty under ERISA.

The following Proxy Voting Policies and Procedures (the "Procedures") will apply to proxies voted by the Advisors on behalf of clients to the extent that relationships with such clients are subject to the Advisers Act or clients that are registered investment companies under the Investment Company Act of 1940 (the "40 Act"), including The DFA Investment Trust Company, DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund Inc. (together, the "Dimensional Investment Companies"). The Advisors believe that these Procedures are reasonably designed to meet their goal of ensuring that the Advisors vote proxies in a manner consistent with the best interests of their clients.

Procedures for Voting Proxies

The Investment Committee (the "Committee") at Dimensional is generally responsible for overseeing each Advisor's proxy voting process. The Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to these Procedures and may designate other personnel of each Advisor to vote proxies on behalf of the Advisors' clients, including all authorized traders of the Advisors ("Authorized Persons"). The Committee may modify these Procedures from time to time to meet the goal of these Procedures.

Generally, the Advisors analyze proxy statements on behalf of their clients and vote proxies in accordance with the Procedures and the Proxy Voting Guidelines (the "Guidelines," attached as Exhibit A to these Procedures). Therefore, an Advisor generally will not vote differently for different clients except when a client has expressly directed the Advisor to vote differently for such client's account. In the case of separate accounts, where an Advisor has contractually agreed to follow a client's individualized proxy voting guidelines, the Advisor will vote the client's proxies pursuant to the client's guidelines. An Advisor generally will not recall securities on loan in order to vote proxies. However, with respect to an Advisor's duties to vote proxies on behalf of a portfolio or Master Fund, the Advisor shall be entitled to recall securities on loan if a material event is determined.

Dimensional Logo


International Proxy Voting

While the Advisors utilize the Procedures and Guidelines for both their international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is relatively easy to vote proxies, as the proxies are automatically received and may be voted by mail or electronically. In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company's shareholders.

With respect to non-U.S. companies, however, it is typically both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes; (v) arranging for a proxy to vote locally in person; and (vi) fees charged by custody banks for providing certain services with regard to voting proxies. The Advisors do not vote proxies of non-U.S. companies if it is determined that the estimated costs associated with proxy voting outweigh any anticipated economic benefit of voting.(8) The Advisors determine whether to vote proxies of non-U.S. companies on a portfolio by portfolio basis, and to the extent it is appropriate, the Advisors generally implement uniform voting procedures for all proxies of a country. The Advisors periodically review voting logistics, including costs and other voting difficulties, on a portfolio by portfolio and country by country basis, in order to determine if there have been any material changes that would affect the Advisors' decision of whether or not to vote. In the event an Advisor is made aware of and believes that an issue to be voted is likely to materially affect the economic value of a portfolio, that its vote may influence the ultimate outcome of the contest, and that the benefits of voting the proxies exceed the expected costs, the Advisor will make every reasonable effort to vote such proxies.

Conflicts of Interest

Occasions may arise where an Authorized Person, the Committee, an Advisor, or an affiliated person of the Advisor may have a conflict of interest in connection with the proxy voting process. A conflict of interest may exist, for example, if an Advisor is actively soliciting investment advisory business from the company soliciting the proxy. However, most proxies that the Advisors receive on behalf of their clients will be voted in accordance with the predetermined Procedures and Guidelines. Therefore, the proxy votes should not result from any conflicts of interest.

In the limited instances where (i) an Authorized Person is considering voting a proxy contrary to the Guidelines, and (ii) the Authorized Person believes a potential conflict of interest exists, the Authorized Person will disclose the potential conflict to a member of the Committee. Such disclosure will describe the proposal to be voted upon; disclose any personal conflict of interest (e.g., familial relationship with company management) the Authorized Person may have relating to the proxy vote, in which case the Authorized Person will remove himself or herself from the proxy voting process.


(1) As the SEC has stated, "There may even be times when refraining from voting a proxy is in the client's best interest, such as when the adviser determines that the cost of voting the proxy exceeds the expected benefit to the client...For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person." See Proxy Voting by Investment Advisers, Release No. IA-2106 (Jan. 31, 2003). Additionally, the Department of Labor has stated it "interprets ERISA 404(a)(1) to require the responsible plan fiduciary to weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent and solely in the interest of the plan's participants and beneficiaries." See Department of Labor Release 19,971, CCH, 22,485-23 to 22,485-24 (1994).

2

If the Committee member determines that there is no material conflict of interest involving the Advisor or affiliated persons of the Advisor, the Committee member may approve voting the proxy contrary to the Guidelines, so long as the Committee member believes such a vote would be in the best interests of the client. If the Committee member has actual knowledge of a material conflict of interest and recommends a vote contrary to the Guidelines, prior to voting the Advisor will fully disclose the material conflict to the client and vote the proxy in accordance with the direction of the client.(9) If the client has not provided the Advisor with voting instructions within a reasonable time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor will vote the proxy in accordance with the Guidelines.

Availability of Proxy Voting Information and Recordkeeping

Each Advisor will inform its clients on how to obtain information regarding the Advisor's vote of its clients' securities. The Advisor will provide its clients with a summary of its proxy voting process and policies and will inform its clients of how they can obtain a copy of the complete Procedures upon request. The Advisor will include such information described in the preceding two sentences in Part II of its Form ADV. The Advisor will also provide its existing clients with the above information.

Recordkeeping

The Advisors will also keep records of the following items: (i) their proxy voting policies and procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes they cast on behalf of clients, which may be maintained by a third party service provider if the service provider undertakes to provide copies of those records promptly upon request; (iv) records of written client requests for proxy voting information and the Advisors' responses (whether a client's request was oral or in writing); and (v) any documents prepared by the Advisors that were material to making a decision how to vote, or that memorialized the basis for the decision. The Advisors will maintain these records in an easily accessible place for at least five years from the end of the fiscal year during which the last entry was made on such records. For the first two years, each Advisor will store such records at its principal office.

Disclosure

Dimensional shall disclose in the statements of additional information of the Dimensional Investment Companies a summary of Procedures which Dimensional uses to determine how to vote proxies relating to portfolio securities of the Dimensional Investment Companies. The disclosure will include a description of the Procedures used when a vote presents a conflict of interest between shareholders and Dimensional, DFA Securities Inc. (DFAS") or an affiliate of Dimensional or DFAS.

The semi-annual reports of the Dimensional Investment Companies shall indicate that the Procedures are available: (i) by calling a toll-free number; or (ii) on the SEC's website. If a request for the Procedures is received, the requested description must be sent within three business days by a prompt method of delivery.


(2) In the case of a client that is a Dimensional Investment Company, a Committee member will determine if any conflict of interest may exist, regardless of whether the conflict is material. If the Committee member has actual knowledge of a conflict of interest and recommends a vote contrary to the Guidelines, prior to voting the Advisor will fully disclose the conflict to the Dimensional Investment Company's Board of Directors/Trustees or an authorized Committee of the Board and vote the proxy in accordance with the direction of such Board or Committee.

3

Dimensional, on behalf of each Dimensional Investment Company it advises, shall file its proxy voting record with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of the current year. Such filings shall contain all information required to be disclosed on Form N-PX.

4

EXHIBIT A

PROXY VOTING GUIDELINES

These Guidelines summarize the Advisors' positions on various issues and give a general indication as to how the Advisors will vote proxies on each issue. The Committee has determined that, in general, voting proxies pursuant to the Guidelines should be in the best interests of clients. Therefore, an Advisor will usually vote proxies in accordance with the Guidelines. However an Advisor reserves the right to vote certain issues counter to the Guidelines if, after a review of the matter (which analysis will be documented in writing), the Advisor believes that a client's best interests would be served by such a vote. To the extent that the Guidelines do not cover potential voting issues, an Advisor will vote on such issues in a manner that is consistent with the spirit of the Guidelines and that the Advisor believes would be in the best interests of the client.

Each Advisor Generally Votes FOR:

(a) Routine business decisions. Routine business decisions include, but are not limited to, the following:

o Stock splits
o Setting the number of directors
o Election of non-directors (clerks, secretaries, etc.)
o Changing par value of equity
o Adopting accounting changes, reducing stated capital accounts
o Name change
o Preemptive rights

(b) Reverse anti-takeover amendments. These amendments are typically brought to the ballot by a current shareholder or by the directors at the urging of an influential shareholder or creditor. The Advisor votes "for" reversing anti-takeover amendments except in cases where a current shareholder may adversely benefit from the elimination of such provision. For example, a shareholder that owns more than 50% of the outstanding shares would typically stand to benefit by a removal of a supermajority provision.

(c) Auditors. The Advisor votes "for" auditors recommended by management.

(d) Directors. The Advisor votes "for all nominees." In cases where the Advisor has voted "against" a proposal contrary to the directors' recommendations, the Advisor will vote to "withhold all nominees" in order to get the attention of the directors and, in cases where the Advisor represents a shareholder of size, persuade the directors to alter or eliminate the offending proposals. If, however, the Advisor has voted "for" a shareholder proposal that the board of directors opposed, the Advisor will not automatically vote "against" the directors.

(e) Indemnification of Directors. The Advisor votes "for" establishing or increasing indemnification and against eliminating or reducing it.

(f) Elimination/limitation of Directors' liability. The Advisor votes "for" eliminating or reducing directors' liability.

A-1

(g) Equal access to the proxy. The Advisor votes "for" equal access to the proxy.

(h) Right to act by written consent and hold special meetings. The Advisor votes "for" the right to act by written consent of the shareholders and to hold special meetings of the shareholders.

(i) Separation of audit and consulting responsibilities. The Advisor votes "for" the separation of audit and consulting responsibilities.

(j) Confidential voting. The Advisor votes "for" confidential voting proposals.

Each Advisor Generally Votes AGAINST:

(a) Reincorporation to facilitate takeover defense. Where a company is reincorporating in response to or in anticipation of a possible takeover, and there does not appear to be any reasonable business purpose (unrelated to the takeover defense) for reincorporation, the Advisor will vote "against" the proposal.

(b) Issue of new class of common stock with unequal voting rights. The Advisor will vote "against" this proposal since the Advisor can assume that "enhanced voting" stock would invariably give some party undue control over the company without a proportional capital investment.

(c) Adoption of fair price amendments. The Advisor will vote "against" adoption of fair price amendments since fair price amendments allow the company (and its board of directors) to determine whether an offer for the company's stock is "fair" to the shareholders of the stock. This is considered an anti-takeover measure and, as such, the Advisor generally votes "against" anti-takeover measures.

(d) Establishment of a classified Board of Directors. A classified (or staggered) board is considered an anti-takeover measure and, as such, the Advisor votes "against" it. Normally, the entire slate of directors stands for re-election at each annual meeting of shareholders. In the case of a classified board, the directors typically have terms of 2 or 3 years, resulting in only 2 or 3 directors being up for re-election year. This prohibits an outside slate of directors (i.e. hostile bidders) from gaining control of the board at one meeting.

(e) Elimination of cumulative voting. Cumulative voting is a standard shareholder voting right. It allows shareholders to cast all of their votes "for" any combination of director candidates. Elimination of this right is considered an anti-takeover measure and, as such, the Advisor generally votes "against" anti-takeover measures.

(f) Establishing/increasing preferred stock. Because of its potentially confusing "hybrid" nature, preferred stocks were once used almost exclusively to the detriment of common stockholders. Therefore, the Advisor has historically voted "against" their establishment. More recently, preferred stocks have become a more legitimate source of raising capital, and thus, the Advisor has been willing to consider each case, including conversions of various forms of debt or equity into preferred stock or vice versa, separately. However, in proxy voting, the most prevalent form of preferred stock proposal remains a "blank check". Although not normally labeled as such in proxy materials, a blank check preferred stock is typically characterized as preferred stock issuable with "terms and conditions deemed reasonable by the board of directors at the time of issuance." The Advisor votes "against" blank check preferred stock proposals.

A-2

(g) Other anti-takeover amendments. The Advisor votes "against" anti-takeover amendments.

(h) Super majority provisions. Typically, a super majority provision mandates that any proposal brought before a vote of the company's shareholders would require some stated percentage greater than 50% (usually 2/3 or 66%) in order to pass and would essentially allow a shareholder with 35% (for example) veto power over all votes of shareholders. This is considered an anti-takeover measure and, as such, the Advisor generally votes "against" anti-takeover measures.

Each Advisor Considers INDIVIDUALLY:

(a) Increase in authorized common stock. If the company seeks to increase its authorized common stock, and the increase more than doubles the company's shares outstanding, the Advisor will vote "against" the proposal, except if: (1) the company needs the shares for a stock split, the Advisor will make an adjustment and recalculate if the increase will "double" the adjusted number of outstanding shares; or (2) the company states a specific need, such as to issue additional shares for a financing arrangement, a payment to a large creditor, the purposes of avoiding financial difficulty, or a merger (to name a few reasonable needs), then the Advisor would vote "for" the increase, provided it was not excessive in light of the company's needs.

(b) Establish/increase stock option plan. If the proposal would encompass more than 10% of the company's shares outstanding (not shares authorized), the Advisor will vote "against" the proposal unless the company presents a strong argument for the option plan.

(c) Reorganization/merger agreements. Oftentimes, the Advisor will act as a shareholder to both parties to a merger--the acquiror (who will survive the merger/acquisition) and the acquiree (who will merge away -- cease to exist). If this is the case, the two votes will be consistent. Whether the Advisor acts on behalf of a shareholder in the acquiror or the acquiree or both, the Advisor will review recent trading activity, news stories and, at times, will discuss the proposal directly with the parties involved. If the merger announcement causes a drastic reduction in the price of the stock in which the Advisor acts on behalf of the shareholder, further investigation may be conducted. The vote may depend, among other things, on whether the conversion ratio, in cash or in stock, would roughly equal the current market value of the stock.

(d) Dissident proxy battle. When current shareholders put themselves up for election against the incumbent board of directors or conduct a consent solicitation challenging the board's recommendation, they are considered dissidents in a proxy battle (or fight or war). Typically, the Advisor will receive substantial information from both sides. In order for the Advisor to vote "for" the dissidents' proposal, the dissidents must present a strong argument against current management and must have a clearly defined plan of action.

(e) Other employee compensation plans. These are plans other than stock option plans. These plans typically "sell" the company's stock to the beneficiaries for a stated price. Also included in this category is the issuance of shares to individuals in return for services rendered. For example, board members may receive shares annually for their services, or

A-3

executives may receive shares as compensation for meeting performance targets. The Advisor votes "against" plans that exceed 20% of the outstanding shares of the company's stock. If the plan is a purchase plan, the Advisor votes "against" such plan if it offers the company's stock at a "price" lower than 85% of fair market value as defined in the company's proxy statement.

(f) Various shareholder amendments. Other than shareholder proposals to reverse anti-takeover provisions (which is covered in the section entitled "Reverse anti-takeover amendments" above), the Advisor considers these proposals individually and generally votes "against" requests for disclosure, divestiture mandates, and miscellaneous political requests (requests related to tobacco, alcohol, Northern Ireland, etc.).

(g) Issues related to independent directors. The Advisor considers individually issues related to independent directors.

(h) Proposals not specified above. The Advisor will consider these individually based on relevant, appropriate information known to the Advisor.

* * * * * *

A-4

FRANKLIN ADVISERS, INC.

PROXY VOTING POLICIES & PROCEDURES

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

Franklin Advisers, Inc. (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;

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 Societe d'investissement a 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, 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 non-binding 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 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 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 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.

As of January 3, 2007


FRANKLIN MUTUAL ADVISERS, LLC

PROXY VOTING POLICIES & PROCEDURES

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

Franklin Mutual Advisers, 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;

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 Societe d'investissement a 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, 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. Investment Manager will review the issue of separating Chairman and CEO positions 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 non-binding 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 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 5% 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 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 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.

As of January 3, 2007


GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
GMO AUSTRALASIA LLC
(TOGETHER "GMO")

PROXY VOTING POLICIES AND PROCEDURES

I. Introduction and General Principles

GMO provides investment advisory services primarily to institutional, including both ERISA and non-ERISA clients, and commercial clients. GMO understands that proxy voting is an integral aspect of security ownership. Accordingly, in cases where GMO has been delegated authority to vote proxies, that function must be conducted with the same degree of prudence and loyalty accorded any fiduciary or other obligation of an investment manager.

This policy permits clients of GMO to: (1) delegate to GMO the responsibility and authority to vote proxies on their behalf according to GMO's proxy voting polices and guidelines; (2) delegate to GMO the responsibility and authority to vote proxies on their behalf according to the particular client's own proxy voting policies and guidelines; or (3) elect to vote proxies themselves. In instances where clients elect to vote their own proxies, GMO shall not be responsible for voting proxies on behalf of such clients.

GMO believes that the following policies and procedures are reasonably designed to ensure that proxy matters are conducted in the best interest of its clients, in accordance with GMO's fiduciary duties, applicable rules under the Investment Advisers Act of 1940 and fiduciary standards and responsibilities for ERISA clients set out in the Department of Labor interpretations.

II. Proxy Voting Guidelines

GMO has engaged Institutional Shareholder Services, Inc. ("ISS") as its proxy voting agent to:

(1) research and make voting recommendations or, for matters for which GMO has so delegated, to make the voting determinations;

(2) ensure that proxies are voted and submitted in a timely manner;

(3) handle other administrative functions of proxy voting;

(4) maintain records of proxy statements received in connection with proxy votes and provide copies of such proxy statements promptly upon request;

(5) maintain records of votes cast; and

(6) provide recommendations with respect to proxy voting matters in general.

Proxies will be voted in accordance with the voting recommendations contained in the applicable domestic or global ISS Proxy Voting Manual, as in effect from


time to time. Copies of the current domestic and global ISS proxy voting guidelines are attached to these Voting Policies and Procedures as Exhibit A. GMO reserves the right to amend any of ISS's guidelines in the future. If any such changes are made an amended Proxy Voting Policies and Procedures will be made available for clients.

Except in instances where a GMO client retains voting authority, GMO will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to ISS.

III. Proxy Voting Procedures

GMO has a Corporate Actions Group with responsibility for administering the proxy voting process, including:

1. Implementing and updating the applicable domestic and global ISS proxy voting guidelines;

2. Overseeing the proxy voting process; and

3. Providing periodic reports to GMO's Compliance Department and clients as requested.

There may be circumstances under which a portfolio manager or other GMO investment professional ("GMO Investment Professional") believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with the recommendation of ISS. In such an event, the GMO Investment Professional will inform GMO's Corporate Actions Group of its decision to vote such proxy in a manner inconsistent with the recommendation of ISS. GMO's Corporate Actions Group will report to GMO's Compliance Department no less than quarterly any instance where a GMO Investment Professional has decided to vote a proxy on behalf of a client in that manner.

IV. Conflicts of Interest

As ISS will vote proxies in accordance with the proxy voting guidelines described in Section II, GMO believes that this process is reasonably designed to address conflicts of interest that may arise between GMO and a client as to how proxies are voted.

In instances where GMO has the responsibility and authority to vote proxies on behalf of its clients for shares of GMO Trust, a registered mutual fund for which GMO serves as the investment adviser, there may be instances where a conflict of interest exists. Accordingly, GMO will (i) vote such proxies in the best interests of its clients with respect to routine matters, including proxies relating to the election of Trustees; and (ii) with respect to matters where a conflict of interest exists between GMO and GMO Trust, such as proxies relating to a new or amended investment management contract between GMO Trust and GMO, or a re-organization of a series of GMO Trust, GMO will either (a) vote such proxies in the same proportion as the votes cast with respect to that proxy, or
(b) seek instructions from its clients.


In addition, if GMO is aware that one of the following conditions exists with respect to a proxy, GMO shall consider such event a potential material conflict of interest:

1. GMO has a business relationship or potential relationship with the issuer;

2. GMO has a business relationship with the proponent of the proxy proposal; or

3. GMO members, employees or consultants have a personal or other business relationship with the participants in the proxy contest, such as corporate directors or director candidates.

In the event of a potential material conflict of interest, GMO will (i) vote such proxy according to the specific recommendation of ISS; (ii) abstain; or
(iii) request that the client votes such proxy. All such instances shall be reported to GMO's Compliance Department at least quarterly.

V. Recordkeeping

GMO will maintain records relating to the implementation of these proxy voting policies and procedures, including:

(1) a copy of these policies and procedures which shall be made available to clients, upon request;

(2) a record of each vote cast (which ISS maintains on GMO's behalf); and

(3) each written client request for proxy records and GMO's written response to any client request for such records.

Such proxy voting records shall be maintained for a period of five years.

VI. Reporting

GMO's Compliance Department will provide GMO's Conflict of Interest Committee with periodic reports that include a summary of instances where GMO has (i) voted proxies in a manner inconsistent with the recommendation of ISS, (ii) voted proxies in circumstances in which a material conflict of interest may exist as set forth in Section IV, and (iii) voted proxies of shares of GMO Trust on behalf of its clients.

VII. Disclosure

Except as otherwise required by law, GMO has a general policy of not disclosing to any issuer or third party how GMO or its voting delegate voted a client's proxy.

Effective: August 6, 2003


ISS Proxy Voting Guidelines Summary

The following is a concise summary of ISS's proxy voting policy guidelines.

1. Auditors

Vote FOR proposals to ratify auditors, unless any of the following apply:
o An auditor has a financial interest in or association with the company, and is therefore not independent
o Fees for non-audit services are excessive, or
o There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company's financial position.

2. Board of Directors

Voting on Director Nominees in Uncontested Elections Votes on director nominees should be made on a CASE-BY-CASE basis, examining the following factors: independence of the board and key board committees attendance at board meetings corporate governance provisions and takeover activity, long-term company performance responsiveness to shareholder proposals, any egregious board actions, and any excessive non-audit fees or other potential auditor conflicts.

Classification/Declassification of the Board Vote AGAINST proposals to classify the board.

Vote FOR proposals to repeal classified boards and to elect all directors annually.

Independent Chairman (Separate Chairman/CEO) Vote on a CASE-BY-CASE basis shareholder proposals requiring that the positions of chairman and CEO be held separately. Because some companies have governance structures in place that counterbalance a combined position, certain factors should be taken into account in determining whether the proposal warrants support. These factors include the presence of a lead director, board and committee independence, governance guidelines, company performance, and annual review by outside directors of CEO pay.

Majority of Independent Directors/Establishment of Committees Vote FOR shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS's definition of independence.


Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.

3. Shareholder Rights

Shareholder Ability to Act by Written Consent Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

Vote FOR proposals to allow or make easier shareholder action by written consent.

Shareholder Ability to Call Special Meetings Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

Supermajority Vote Requirements
Vote AGAINST proposals to require a supermajority shareholder vote.

Vote FOR proposals to lower supermajority vote requirements. Cumulative Voting
Vote AGAINST proposals to eliminate cumulative voting.

Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis relative to the company's other governance provisions.

Confidential Voting
Vote FOR shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived.

Vote FOR management proposals to adopt confidential voting.

4. Proxy Contests

Voting for Director Nominees in Contested Elections Votes in a contested election of directors must be evaluated on a CASE-BY-CASE


basis, considering the factors that include the long-term financial performance, management's track record, qualifications of director nominees (both slates), and an evaluation of what each side is offering shareholders.

Reimbursing Proxy Solicitation Expenses
Vote CASE-BY-CASE. Where ISS recommends in favor of the dissidents, we also recommend voting for reimbursing proxy solicitation expenses.

5. Poison Pills

Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Review on a CASE-BY-CASE basis shareholder proposals to redeem a company's poison pill and management proposals to ratify a poison pill.

6. Mergers and Corporate Restructurings

Vote CASE-BY-CASE on mergers and corporate restructurings based on such features as the fairness opinion, pricing, strategic rationale, and the negotiating process.

7. Reincorporation Proposals

Proposals to change a company's state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws. Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.

8. Capital Structure

Common Stock Authorization
Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a CASE-BY-CASE basis using a model developed by ISS.
Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.
Vote FOR proposals to approve increases beyond the allowable increase when a company's shares are in danger of being delisted or if a company's ability to continue to operate as a going concern is uncertain.

Dual-class Stock
Vote AGAINST proposals to create a new class of common stock with superior voting rights.


Vote FOR proposals to create a new class of nonvoting or subvoting common stock if:
o It is intended for financing purposes with minimal or no dilution to current shareholders
o It is not designed to preserve the voting power of an insider or significant shareholder

9. Executive and Director Compensation

Votes with respect to compensation plans should be determined on a CASE-BY-CASE basis. Our methodology for reviewing compensation plans primarily focuses on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders instead of simply focusing on voting power dilution). Using the expanded compensation data disclosed under the SEC's rules, ISS will value every award type. ISS will include in its analyses an estimated dollar cost for the proposed plan and all continuing plans. This cost, dilution to shareholders' equity, will also be expressed as a percentage figure for the transfer of shareholder wealth, and will be considered long with dilution to voting power. Once ISS determines the estimated cost of the plan, we compare it to a company-specific dilution cap.

Vote AGAINST equity plans that explicitly permit repricing or where the company has a history of repricing without shareholder approval.

Management Proposals Seeking Approval to Reprice Options Votes on management proposals seeking approval to reprice options are evaluated on a CASE-BY-CASE basis giving consideration to the following:

o Historic trading patterns
o Rationale for the repricing
o Value-for-value exchange
o Option vesting
o Term of the option
o Exercise price
o Participation

Employee Stock Purchase Plans
Votes on employee stock purchase plans should be determined on a CASE-BY-CASE basis.

Vote FOR employee stock purchase plans where all of the following apply:
o Purchase price is at least 85 percent of fair market value
o Offering period is 27 months or less, and
o Potential voting power dilution (VPD) is ten percent or less.


Vote AGAINST employee stock purchase plans where any of the opposite  conditions
obtain.

Shareholder Proposals on Compensation

Vote on a  CASE-BY-CASE  basis for all  other  shareholder  proposals  regarding
executive and director pay, taking into account company  performance,  pay level

versus peers, pay level versus industry, and long term corporate outlook.

10. Social and Environmental Issues

These issues cover a wide range of topics, including consumer and public safety, environment and energy, general corporate issues, labor standards and human rights, military business, and workplace diversity.

In general, vote CASE-BY-CASE. While a wide variety of factors goes into each analysis, the overall principal guiding all vote recommendations focuses on how the proposal will enhance the economic value of the company.


Concise Summary of ISS Global Proxy Voting Guidelines

Following is a concise summary of general policies for voting global proxies. In addition, ISS has country- and market-specific policies, which are not captured below.

Financial Results/Director and Auditor Reports Vote FOR approval of financial statements and director and auditor reports, unless:
o there are concerns about the accounts presented or audit procedures used; or
o the company is not responsive to shareholder questions about specific items that should be publicly disclosed.

Appointment of Auditors and Auditor Compensation Vote FOR the reelection of auditors and proposals authorizing the board to fix auditor fees, unless:
o there are serious concerns about the accounts presented or the audit procedures used;
o the auditors are being changed without explanation; or
o nonaudit-related fees are substantial or are routinely in excess of standard annual audit fees.

Vote AGAINST the appointment of external auditors if they have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

ABSTAIN if a company changes its auditor and fails to provide shareholders with an explanation for the change.

Appointment of Internal Statutory Auditors Vote FOR the appointment or reelection of statutory auditors, unless:
o there are serious concerns about the statutory reports presented or the audit procedures used;
o questions exist concerning any of the statutory auditors being appointed; or
o the auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

Allocation of Income
Vote FOR approval of the allocation of income, unless:
o the dividend payout ratio has been consistently below 30 percent without adequate explanation; or
o the payout is excessive given the company's financial position.

Stock (Scrip) Dividend Alternative
Vote FOR most stock (scrip) dividend proposals.
Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.


Amendments to Articles of Association
Vote amendments to the articles of association on a CASE-BY-CASE basis.

Change in Company Fiscal Term
Vote FOR resolutions to change a company's fiscal term unless a company's motivation for the change is to postpone its AGM.

Lower Disclosure Threshold for Stock Ownership Vote AGAINST resolutions to lower the stock ownership disclosure threshold below five percent unless specific reasons exist to implement a lower threshold.

Amend Quorum Requirements
Vote proposals to amend quorum requirements for shareholder meetings on a CASE-BY-CASE basis.

Transact Other Business
Vote AGAINST other business when it appears as a voting item.

Director Elections
Vote FOR management nominees in the election of directors, unless:
o there are clear concerns about the past performance of the company or the board; or
o the board fails to meet minimum corporate governance standards.

Vote FOR individual nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities.

Vote AGAINST shareholder nominees unless they demonstrate a clear ability to contribute positively to board deliberations.

Vote AGAINST individual directors if they cannot provide an explanation for repeated absences at board meetings (in countries where this information is disclosed).

Director Compensation
Vote FOR proposals to award cash fees to nonexecutive directors unless the amounts are excessive relative to other companies in the country or industry.

Vote nonexecutive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.

Vote proposals that bundle compensation for both nonexecutive and executive directors into a single resolution on a CASE-BY-CASE basis.

Vote AGAINST proposals to introduce retirement benefits for nonexecutive directors.


Discharge of Board and Management
Vote FOR discharge of the board and management, unless:
o there are serious questions about actions of the board or management for the year in question; or
o legal action is being taken against the board by other shareholders.

Director, Officer, and Auditor Indemnification and Liability Provisions Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.

Vote AGAINST proposals to indemnify auditors.

Board Structure
Vote FOR proposals to fix board size.

Vote AGAINST the introduction of classified boards and mandatory retirement ages for directors.

Vote AGAINST proposals to alter board structure or size in the context of a fight for control of the company or the board.

Share Issuance Requests
General Issuances:
Vote FOR issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital.

Vote FOR issuance requests without preemptive rights to a maximum of 20 percent of currently issued capital.

Specific Issuances:
Vote on a CASE-BY-CASE basis on all requests, with or without preemptive rights.

Increases in Authorized Capital
Vote FOR nonspecific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

Vote FOR specific proposals to increase authorized capital to any amount, unless:
o the specific purpose of the increase (such as a share-based acquisition or merger) does not meet ISS guidelines for the purpose being proposed; or
o the increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances (and less than 25 percent for companies in Japan).

Vote AGAINST proposals to adopt unlimited capital authorizations.


Reduction of Capital
Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders.

Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis.

Capital Structures
Vote FOR resolutions that seek to maintain or convert to a one share, one vote capital structure.

Vote AGAINST requests for the creation or continuation of dual class capital structures or the creation of new or additional supervoting shares.

Preferred Stock
Vote FOR the creation of a new class of preferred stock or for issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets ISS's guidelines on equity issuance requests.

Vote AGAINST the creation of a new class of  preference  shares that would carry
superior voting rights to the common shares.

Vote  AGAINST  the  creation  of blank check  preferred  stock  unless the board

clearly states that the authorization will not be used to thwart a takeover bid.

Vote proposals to increase blank check preferred authorizations on a CASE-BY-CASE basis.

Debt Issuance Requests
Vote nonconvertible debt issuance requests on a CASE-BY-CASE basis, with or without preemptive rights.

Vote FOR the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets ISS's guidelines on equity issuance requests.

Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.

Pledging of Assets for Debt
Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.


Increase in Borrowing Powers
Vote proposals to approve increases in a company's borrowing powers on a CASE-BY-CASE basis.

Share Repurchase Plans:
Vote FOR share repurchase plans, unless:
o clear evidence of past abuse of the authority is available; or
o the plan contains no safeguards against selective buybacks.

Reissuance of Shares Repurchased:
Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past.

Capitalization of Reserves for Bonus Issues/Increase In Par Value:
Vote FOR requests to capitalize reserves for bonus issues of shares or to increase par value.

Reorganizations/Restructurings:
Vote reorganizations and restructurings on a CASE-BY-CASE basis.

Mergers and Acquisitions:
Vote FOR mergers and acquisitions, unless:
o the impact on earnings or voting rights for one class of shareholders is disproportionate to the relative contributions of the group; or
o the company's structure following the acquisition or merger does not reflect good corporate governance.

Vote AGAINST if the companies do not provide sufficient information upon request to make an informed voting decision.

ABSTAIN if there is insufficient information available to make an informed voting decision.

Mandatory Takeover Bid Waivers:
Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE basis.

Reincorporation Proposals:
Vote reincorporation proposals on a CASE-BY-CASE basis.

Expansion of Business Activities:
Vote FOR resolutions to expand business activities unless the new business takes the company into risky areas.


Related-Party Transactions:
Vote related-party transactions on a CASE-BY-CASE basis.

Compensation Plans:
Vote compensation plans on a CASE-BY-CASE basis.

Antitakeover Mechanisms:
Vote AGAINST all antitakeover proposals unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer.

Shareholder Proposals:
Vote all shareholder proposals on a CASE-BY-CASE basis.

Vote FOR proposals that would improve the company's corporate governance or business profile at a reasonable cost.

Vote AGAINST proposals that limit the company's business activities or capabilities or result in significant costs being incurred with little or no benefit.


EXHIBIT A

Independence Investments LLC

Proxy Voting Policy and Procedures

At Independence we recognize that many decisions regarding proxy voting may affect the value of a client's account, and, therefore, should be resolved based on in-depth analysis and careful consideration. The following proxy voting policy sets forth both our principles and our process for voting proxies on securities held in client accounts where Independence has discretion to vote the proxies.

I. General Principles

In order to set a framework within which proxy questions should be considered and voted, the following general principles should be applied:

1) As a fiduciary under ERISA or otherwise, the discretion to vote proxies for a client's account should be exercised keeping in mind a fiduciary's duty to use its best efforts to preserve or enhance the value of the client's account. We should vote on proxy questions with the goal of fostering the interests of the client (or the participants and beneficiaries in the case of an ERISA account).

2) Proxy questions should be considered within the individual circumstances of the issuer. It is possible that individual circumstances might mean that a given proxy question could be voted differently than what is generally done in other cases.

3) If a proxy question clearly has the capability of affecting the economic value of the issuer's stock, the question should be voted in a way that attempts to preserve, or give the opportunity for enhancement of, the stock's economic value.

4) In certain circumstances, even though a proposal might appear to be beneficial or detrimental in the short term, our analysis will conclude that over the long term greater value may be realized by voting in a different manner.

5) It is our general policy that when we are given authority to vote proxies for a client's account, we must be authorized to vote all proxies for the account in our discretion. We do not generally accept partial voting authority nor do we generally accept instructions from clients on how to vote on specific issues, except in the case of registered investment companies and, in limited instances, certain clients such as labor unions may direct us to vote proxies in accordance with a specific set of guidelines or recommendations appropriate to their circumstances, in which case we will not have voting discretion but will vote in accordance with the client's direction. Other clients may wish to retain proxy voting authority and vote their own proxies if necessary in order to satisfy their individual social, environmental or other goals.

We maintain a set of proxy voting guidelines that describe in greater detail how we generally vote specific issues for our clients. While it is not an exhaustive list, it is intended to serve as the foundation on which we make most of our proxy voting decisions. The guidelines are available to clients upon request. We


will from time to time review this proxy voting policy and our guidelines and may adopt changes from time to time. Clients may contact the Compliance Office by calling 617-228-8603 or via e-mail at compliance@independence.com for a copy of our current guidelines or to obtain a record of how we voted the proxies for their account.

II. Process At Independence, the fundamental analysts are responsible for performing research on the companies in which we invest. The same analysts are generally responsible for decisions regarding proxy voting, as they are the most familiar with company-specific issues. Portfolio managers also provide input when appropriate.

We currently use Glass Lewis & Co. ("Glass Lewis") to monitor and complete the proxy voting process for our equity portfolio holdings. Glass Lewis is responsible for ascertaining that proxies are received, voted and sent back on a timely basis, as well as maintaining all of the proxy voting records with respect to our clients' holdings. Each day we send Glass Lewis our complete list of portfolio holdings. Glass Lewis notifies us of shareholder meetings and provides us with an electronic platform on which to vote the proxies. Glass Lewis also provides us with recommendations for voting, based on criteria that we have approved. Our analysts will consider Glass Lewis' recommendations, but voting will be based upon our own analysis. Our analysts direct the manner in which proxies are to be voted, and Glass Lewis completes the voting process.

III. Limitations on Exercising Right to Vote We may abstain from voting a client proxy if we conclude that the effect on the client's economic interests or the value of the portfolio holding is indeterminable or insignificant. We may also abstain from voting a client proxy for cost reasons (e.g., costs associated with voting proxies of non-U.S. securities). In accordance with our fiduciary duties, we weigh the costs and benefits of voting proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent. Our decision takes into account the effect that the vote of our client, either by itself or together with other votes, is expected to have on the value of our client's investment and whether this expected effect would outweigh the cost of voting.

Certain of our clients engage in securities lending programs under which shares of an issuer could be on loan while that issuer is conducting a proxy solicitation. As part of the securities lending program, if the securities are on loan at the record date, the client lending the security cannot vote that proxy. Because we generally are not aware of when a security may be on loan, we do not have an opportunity to recall the security prior to the record date. Therefore, in most cases, those shares will not be voted and we may not be able fully to reconcile the securities held at record date with the securities actually voted.

IV. Conflicts of Interest

We manage the assets of various public and private company clients, and invest in the equity securities of certain public companies on behalf of our clients.(1) We recognize that the potential for conflicts of interest could arise in situations where we have discretion to vote client proxies and where we


(1) It is Independence's general policy not to invest in private securities such as Rule 144A securities. If a portfolio were to hold a private security, however, and a proxy needed to be voted, we would vote in accordance with our established proxy voting policy including our process for voting securities where a conflict of interest was present.

2

have material business relationships(27) or material personal/family relationships(28) with these issuers (or with a potential target or acquirer, in the case of proxy vote in connection with a takeover). To address these potential conflicts we have established a Proxy Voting Committee ("the Committee"). The Committee consists of the Chief Operating Officer, the Director of Research and the members of the Compliance Office. The Committee will use reasonable efforts to determine whether a potential conflict may exist, including maintaining a list of clients with whom we have a material business relationship, and requiring analysts to screen the proxies identified by Glass Lewis against such list and to bring such conflicts, and any other conflicts of which they are aware, to the attention of the Committee. However, a potential conflict shall be deemed to exist only if one or more of the members of the Committee, or the analyst responsible for voting the proxy, actually knows of the potential conflict. The Committee will work with the analyst assigned to the specific security to oversee the proxy voting process for securities where we believe we may have potential conflicts.

The Committee will meet to decide how to vote the proxy of any security with respect to which we have identified a potential conflict. The Committee will consider the analyst's recommendation, make a decision on how to vote the proxy and document the Committee's rationale for its decision.

Independence is an indirect majority owned subsidiary of City National Corporation ("CNC"), a public company. It is our general policy not to acquire or hold CNC stock on behalf of our clients. However, in the event that a client were to hold CNC stock in a portfolio which we manage, and we were responsible for voting a CNC proxy on behalf of the client, the Committee would decide on how to vote the CNC proxy. The Committee would, in most cases, base its proxy voting decision according to the guidance provided by Glass Lewis. The Committee will document the rationale for its decision.

It is Independence's policy not to accept any input from any other person or entity, including its affiliates when voting proxies for any security. In the event that an Independence employee was contacted by any affiliate, or any other person or entity, other than Glass Lewis or through standard materials available to all shareholders, with a recommendation on how to vote a specific proxy, the event would be reported to the Compliance Office and would be documented. The Committee would then decide how to vote the proxy in question and would document the rationale for its decision.


(2) For purposes of this proxy voting policy, a "material business relationship" is considered to arise in the event a client has contributed more than 5% of Independence's annual revenues for the most recent fiscal year or is reasonably expected to contribute this amount for the current fiscal year.

(3) For purposes of this proxy voting policy, a "material personal/family relationship" is one that would be reasonably likely to influence how we vote proxies. To identify any such relationships, the Proxy Voting Committee will obtain information on a regular basis about (i) personal and/or family relationships between any Independence employee who is involved in the proxy voting process (e.g., analyst, portfolio manager, and/or members of the Proxy Voting Committee, as applicable) or senior executives, and directors or senior executives of issuers for which the adviser may vote proxies, and (ii) personal and/or immediate family investments of such employees in issuers which exceed 5% of the outstanding stock of the issuers.

3

If there is controversy or uncertainty about how any particular proxy question should be voted, or if an analyst or a Committee member believes that he or she has been pressured to vote in a certain way, he or she will consult with the Committee or with a member of the Compliance Office, and a decision will be made whether to refer the proxy to the Committee for voting. Final decisions on proxy voting will ultimately be made with the goal of enhancing the value of our clients' investments.

Adopted 5/06

4

JENNISON ASSOCIATES
PROXY VOTING POLICY AND PROCEDURES

I. Introduction

Jennison Associates LLC (the "Adviser") has adopted the following "Proxy Voting Policy and Procedures" ("Policy"), in compliance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the "Advisers Act") and other applicable fiduciary obligations. The Policy is designed to provide guidance to those Jennison employees (portfolio managers and analysts, hereinafter referred to as "Investment Professionals") who are responsible for discharging the Adviser's proxy voting obligation under the Rule, and to ensure that proxies are voted in the best interests of the Adviser's clients(1).

II. Statement of Policy

It is the policy of the Adviser that where proxy voting authority has been delegated to the Adviser by clients, that all proxies be voted in the best interest of the client without regard to the interests of the Adviser or other related parties. Secondary consideration may be given to the public and social value of each issue. For purposes of the Policy, the "best interests of clients" shall mean, unless otherwise specified by the client, the clients' best economic interests over the long term - that is, the common interest that all clients share in seeing the value of a common investment increase over time. It is further the policy of the Adviser that complete and accurate disclosure concerning its proxy voting policies and procedures and proxy voting records, as required by the Advisers Act, is to be made available to clients.

In voting proxies for international holdings, we will generally apply the same principles as those for U.S. holdings. However, in some countries, voting proxies result in additional costs. As such, we consider whether the vote, either itself or together with the votes of other shareholders, is expected to have an effect on the value of the investment that will outweigh the cost of voting. Our policy is to not vote these types of proxies as the valuation impact far outweighs the benefit of voting.

III. Procedures

A. Account Set-up and Review

Initially, the Adviser must determine whether the client seeks to retain the responsibility of voting proxies or seeks to delegate that responsibility to the Adviser. The responsibility to vote proxies will be specified in the client's investment advisory contract with the Adviser. Where no designation is made, Jennison will vote proxies for such accounts(s) in accordance with this


(1) In the event the Adviser should manage affiliated client accounts, the Adviser, for purposes of this policy, makes no distinction between accounts of affiliated companies, e.g., the General Accounts of Prudential (as well as related insurance companies and entities), and other separately managed accounts, each of which will be treated consistently under the Policy.

Policy. The client may choose to have the Adviser vote proxies in accordance with the Adviser's standard guidelines. The Adviser, in its discretion, may also permit a client to modify the Adviser's standard guidelines with respect to such client exclusively or may accept direction from a client with respect to the client's proxies and vote in accordance with a client's own guidelines (collectively, "Client Guidelines"). Alternatively, the Adviser may decline to accept authority to vote such client's proxies. Designated Investment Professionals within each portfolio management area will be responsible for ensuring that each new client's account for which the client has delegated proxy voting authority is established with the proper guidelines (when client is not adopting Jennison's Guidelines) before investment discretionary activity commences.

Proxy Voting

1. Guidelines for Recurring Issues

The Adviser has adopted proxy voting guidelines ("Guidelines") with respect to certain recurring issues. These Guidelines are reviewed on an annual basis by the Adviser's Proxy Voting Committee and its relevant portfolio management staff, then revised when a determination has been made that a change is appropriate. These Guidelines are meant to convey the Adviser's general approach to voting decisions on certain issues. Nevertheless, the Adviser's Investment Professionals maintain responsibility for reviewing all proxies individually and making final decisions based on the merits of each case.

2. Use of Third Party Proxy Service

In an effort to discharge its responsibility, the Adviser has examined third-party services that assist in the researching and voting of proxies and development of voting guidelines. After such review, the Adviser has selected Institutional Shareholder Services ("ISS") - a proxy research and voting service
- to assist it in researching and voting proxies. ISS helps investors research the financial implications of proxy proposals and cast votes on behalf of the investor. The Adviser will utilize the research (for purposes of establishing guidelines) and analytical services, operational implementation and recordkeeping and reporting services provided by ISS. ISS will research each proxy and provide a recommendation (at the Adviser's request only if one does not already exist) to the Adviser as to how best to vote on each issue based on its research of the individual facts and circumstances of the proxy issue and its application of its research findings to the Adviser's duty to vote proxies in the best interest of its clients. For clients using proxy voting guidelines different from the Adviser's Guidelines, the Adviser will instruct ISS to vote these proxies in accordance with such modified guidelines. ISS will cast votes in accordance with the Adviser's Guidelines, unless instructed otherwise by a Jennison Investment Professional, as set forth below, or if the Adviser has accepted direction from a Client, in accordance with the Client's Guidelines.

3. Review of Recommendations

The Adviser's Investment Professionals have the ultimate responsibility to accept or reject any proxy voting recommendation - as determined by either the Guidelines or Client's Guidelines ("Recommendation"). Consequently, Investment Professionals shall review and evaluate the Recommendation for each proxy ballot before ISS casts the vote, taking into account the Policy, all guidelines applicable to the account(s), and the best interests of the client(s). The Investment Professionals shall override the Recommendation should he/she not

2

believe that such Recommendation, based on all relevant facts and circumstances at the time the proxy ballot is voted, is in the best interest of the client(s). The Adviser will memorialize the basis for any decision to override a Recommendation or to abstain from voting, including the resolution of any conflicts, if any, as further discussed below. The Adviser may vote the same proxy proposal differently for different clients. Also, the Adviser may choose not to vote proxies under the following circumstances:

o If the effect on the client's economic interests or the value of the portfolio holding is indeterminable or insignificant;
o If the cost of voting the proxy outweighs the possible benefit (such as security lending, see 5. below); or
o If a jurisdiction imposes share blocking restrictions which prevent the Adviser from exercising its voting authority.

4. Addressing Material Conflicts of Interest

There may be instances where the interest of the adviser conflicts or may appear to conflict with the interest of its clients when voting proxies on behalf of those clients ("Material Conflict"). Investment Professionals have an affirmative duty to disclose any potential Material Conflicts known to them related to a proxy vote. Material Conflicts may exist in situations where the Adviser is called to vote on a proxy involving an issuer or proponent of a proxy proposal regarding the issuer where the Adviser or an affiliated person of the Adviser also:

o Manages the issuer's or proponent's pension plan;
o Administers the issuer's or proponent's employee benefit plan;
o Provides brokerage, underwriting, insurance or banking services to the issuer or proponent; or
o Manages money for an employee group.

Additional Material Conflicts may exist if an executive of the Adviser or its control affiliates is a close relative of, or has a personal or business relationship with:

o An executive of the issuer or proponent;
o A director of the issuer or proponent;
o A person who is a candidate to be a director of the issuer;
o A participant in the proxy contest; or
o A proponent of a proxy proposal.

Material Conflicts based on business relationships or dealings of affiliates of the Adviser will only be considered to the extent that the applicable portfolio management area of the Adviser has actual knowledge of such business relationships. Whether a relationship creates a Material Conflict will depend on the facts and circumstances at the time the proxy is voted. Even if these parties do not attempt to influence the Adviser with respect to voting, the value of the relationship to the Adviser may create the appearance of or an actual Material Conflict, such as when the issuer is a client of the Adviser.

The Adviser may adopt such processes it deems necessary to identify Material Conflicts. Prior to overriding a Recommendation, the Investment Professional (or other designated personnel) must complete the Proxy Voting Documentation Form, attached as Exhibit A, and submit it to Compliance for

3

determination as to whether a potential Material Conflict of interest exists between the Adviser and the client on whose behalf the proxy is to be voted. If Compliance determines that there is no potential Material Conflict mandating a voting recommendation from the Adviser's Proxy Voting Committee, the portfolio manager or analyst may vote or override the Recommendation and vote the proxy issue as he/she determines is in the best interest of clients. If Compliance determines that there exists or may exist a Material Conflict, it will refer the issue to the Adviser's Proxy Voting Committee for consideration. The Adviser's Proxy Voting Committee will consider the facts and circumstances of the pending proxy vote and the potential or actual Material Conflict and make a determination as to how to vote the proxy - i.e., whether to permit or deny the vote or override of the Recommendation, or whether to take other action, such as delegating the proxy vote to an independent third party to either vote or provide a recommendation as to how to vote (such as ISS) or obtaining voting instructions from clients.

In considering the proxy vote and potential Material Conflict, the Adviser's Proxy Voting Committee may review the following factors, including but not limited to:

o Whether the issuer is a client of the Adviser.
o The percentage of outstanding securities of the issuer held on behalf of clients by the Adviser.
o The nature of the relationship of the issuer with the Adviser, its affiliates or its executive officers.
o Whether there has been any attempt to directly or indirectly influence the portfolio manager's decision.
o Whether the direction (for or against) of the proposed vote would appear to benefit the Adviser or a related party.
o Whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.

In cases where a Material Conflict has been identified, the Proxy Voting Documentation Form will be completed by the Investment Professional responsible for casting the proxy vote, such as when the Adviser is voting a proxy on behalf of its clients where the issuer is also a client of the Adviser or an affiliated entity. The Adviser's Proxy Voting Committee reviews all such proxy voting decisions. In addition, a committee comprised of both senior business executives and regulatory personnel of Jennison and its affiliated asset management unit, Prudential Investment Management, Inc, reviews these votes. This committee also has a role in identifying Material Conflicts that may affect Jennison due to ownership by a diversified financial organization, Prudential Financial, Inc.

The Adviser may not abstain from voting any such proxy for the purpose of avoiding conflict.

5. Lending

Jennison may pre-identify a particular issuer that may be subject to a security lending arrangement. In this situation, Jennison will work with either custodian banks or ISS to monitor upcoming meetings and call stock loans, if applicable, in anticipation of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the investment. In determining whether to call stock loans, the

4

relevant investment professional shall consider whether the benefit to the client in voting the matter outweighs the benefit to the client in keeping the stock on loan.

C. Proxy Voting Committee

The Adviser's Proxy Voting Committee will consist of representatives from various functional areas within the Adviser. It will meet annually and as needed to address potential Material Conflicts as further described above. (2) The Adviser's Proxy Voting Committee will have the following responsibilities:

o Review potential Material Conflicts and decide (by majority vote) whether to approve the vote or override requests made by portfolio management.
o Annually review the Guidelines for voting on recurring matters and make revisions as it deems appropriate.
o Recommend and adopt changes to the Policy as needed.
o Annually review all overrides by portfolio management.
o Annually review ISS reports to determine voting consistency with guidelines and this Policy.
o Annually review the performance of ISS and determine whether the Adviser should continue to retain ISS's services.
o Review the Adviser's voting record (or applicable summaries of the voting record).
o Review sub-advisers' voting records, if applicable, (or applicable summaries of the voting records).
o Oversee compliance with the regulatory disclosure requirements.
o Report annually, or more frequently upon request, to the investment company boards for mutual funds managed by Jennison on proxy voting matters, including:
- Overrides of Recommendations
- Proxy Voting Committee action on potential Material Conflicts
- Any changes to the Policy or Guidelines
- Comments on the proxy voting records for the funds
- Compliance with disclosure requirements
- Compliance reports as to reviews by Compliance of overrides

III. Compliance Monitoring

The Adviser's Chief Compliance Officer shall be responsible for the administration of this Policy. Compliance will periodically sample data from business areas impacted by this Policy. The data will be reviewed to ensure compliance with the Policy. All information obtained during this review, including any analysis performed, shall be retained and signed by the person who conducted such review.

This Policy will be reviewed annually for adequacy and effectiveness.

A. Monitoring of Overrides


(2) The Adviser's Proxy Voting Committee will initially consist of Compliance, Legal and applicable investment professionals. The participation of three members of the Adviser's Proxy Voting Committee in any meeting will constitute a quorum.

5

Compliance will periodically review ISS reports of overrides to confirm that proper override and conflict checking procedures were followed.

B. Supervisory Review

The designated supervisor for each Investment Professional will be responsible for ensuring that investment professionals with proxy voting responsibility are acting in accordance with this Policy. Supervisors must approve all requests for overrides and evidence such approval by signing the completed Proxy Vote Override Form.

C. Compliance Reporting to Fund Boards

Each quarter upon request, Compliance will report to each investment company board of directors or trustees for which the Adviser acts as sub-adviser all proxy votes involving the relevant mutual fund in which the Adviser has either resolved a Material Conflict or overridden a Recommendation involving a Material Conflict and participation of the Adviser's Proxy Voting Committee. The Adviser shall provide copies of all Proxy Voting Documentation Forms to the management companies of mutual funds sub-advised by Jennison.

Annually, the Adviser's Proxy Voting Committee upon request will provide the fund boards with a report of relevant proxy voting matters, such as any proposed changes to the Policy or Adviser's Guidelines, comments on the voting record of the funds (e.g., votes against management), and any votes presenting Material Conflicts.

IV. Client Reporting

A. Disclosure to Advisory Clients

The Adviser will also provide a copy of this Policy and the Adviser's Guidelines upon request from a client.

The Adviser will provide any client who makes a written or verbal request with a copy of a report disclosing how the Adviser voted securities held in that client's portfolio. Reports will be available for any twelve month period of the following year. The report will be produced by ISS and will generally contain the following information:

o The name of the issuer of the security:
o The security's exchange ticker symbol;
o The security's CUSIP number;
o The shareholder meeting date;
o A brief identification of the matter voted on;
o Whether the matter was proposed by the issuer or by a security holder;
o Whether the Adviser cast a vote on the matter;
o How the Adviser voted; and
o Whether the Adviser voted for or against management.

B. Investment Company Disclosures

6

The Adviser will ensure that the proxy voting record for the twelve-month period ending June 30 for each registered investment company client is properly reported to the mutual fund management company so as to meet their filing of Form N-PX no later than August 31 of each year by providing access to such reports prepared byISS.

V. Recordkeeping

     Either the Adviser or ISS as indicated  below will  maintain the  following
records:

     o    A copy of the  Policy  and  Guidelines  (Adviser  or  client  specific
          guidelines);

o A copy of each proxy statement received by the Adviser regarding client securities (ISS);

o A record of each vote cast by the Adviser on behalf of a client (ISS);

o A copy of all documents created by the Adviser that were material to making a decision on the proxy voting, (or abstaining from voting) of client securities or that memorialize the basis for that decision including the resolution of any conflict, a copy of all Proxy Voting Documentation Forms and all supporting documents (Adviser);

o A copy of each written request by a client for information on how the Adviser voted proxies on behalf of the client, as well as a copy of any written response by the Adviser to any request by a client for information on how the adviser voted proxies on behalf of the client. Records of oral requests for information or oral responses will not be kept. (Adviser); and

o Agenda of Proxy Voting Committee meetings with supporting documents.
(Adviser)

Such records must be maintained for at least six years.

VI. Certifications

All new Investment Professionals prior to engaging in the activity described herein, must certify, substantially in the form as attached hereto as Exhibit B, that they have read and understand this Proxy Voting Policy and Procedures and they will comply with such procedures.

All existing employees, subsequent to each fiscal year, must certify within a reasonable time period that they have read, understand and have complied with this Proxy Voting Policy and Procedures for the previous fiscal year then ended, as described in Exhibit C attached hereto.

VII. Policies and Procedures Revisions

This policy and related procedures may be changed, amended or revised as frequently as necessary in order to accommodate any changes in operations or by operation of law. Any such change, amendment or revision may be made only by Jennison Compliance in consultation with the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly distributed to all impacted personnel.

7

Attachments:

Exhibit A - Proxy Voting Documentation Form

Exhibit B - Certification of Compliance and Understanding of Proxy Voting Policy and Procedures (New Employees)

Exhibit C - Certification of Compliance with Proxy Voting Policy and Procedures


(Existing Employees)

8

Exhibit A

PROXY VOTING DOCUMENTATION

The following issuer is included on the list of potential conflicts as determined by the PIM Proxy Committee. A copy of all documentation supporting the voting decision(s) are to be attached to this form, including a copy/list of the proxy matter(s).

Name of issuer: __________________________________________

Contractual name of related client:         ____________________________

PROXY INFORMATION:
Date proxy received:                        ____________
Date proxy voted:                           ____________
Date of meeting:                            ____________
Asset Management Unit:                      ____________
Aggregate AMU holdings in issuer:           ____________
Percentage of issuer's shares outstanding:  ____________

CLIENT SERVICE:
Date of last client service visit:          ______________
(If within past 12 months)
Were matters of issuer's proxy discussed?   ______________
(If yes, attach a summary of this discussion)

ANALYST INFORMATION:
Date of last analyst visit to issuer:        ______________
(If within past 12 months)

Were matters of the issuer's proxy discussed? ______________
(If yes, attach a summary of this discussion)

Were there any other influences considered outside of the normal proxy decision process typically followed by the Asset Manager? _______ If yes, please describe.

Does the Asset Manager believe that it voted the proxy for the above issuer in what it believes to be in the best economic interest of its client(s)? _______

Name:___________________________                   Date:______________
Title: _________________________
________________________________________________________________________________

Dennis Kass: _______________________________       Date:______________
Chief Executive Officer*

Stephanie Willis:_____________________________     Date:______________
Chief Compliance Officer*

* signature required only if voting against policy

9

EXHIBIT B

Certification of Compliance With and Understanding of Proxy Voting Policy and Procedures


(New Employees )

I, _____________________, [ name ]_______________,[ title ], hereby certify that I have read and understand the Proxy Voting Policy and Procedures and that I will comply with such procedures.

Signed by:_________________________

Title:_____________________________

Print Name: _________________________

Employment Date: __________________

Date: ______________________________

10

EXHIBIT C

Certification of Compliance With and Understanding of Proxy Voting Policy and Procedures


(New Employees )

I, ____________________, [ name ] _______________ [ title ], hereby certify that I have read, understand and have complied with the Proxy Voting Policy and Procedures for the fiscal period ended December 31, 200_.

Signed by:_________________________

Title:_____________________________

Print Name: _________________________

Date: ______________________________

11

JENNISON'S DOMESTIC PROXY VOTING GUIDELINES

ELECT DIRECTORS ISSUE CODE 1000

Vote FOR Directors in uncontested elections

The board of directors is in the best position to assess the corporation's needs and to recruit individuals whose skills and experience will help the company elect and monitor the performance of a strong management team.

WITHHOLD votes from any director nominee who has attended less than 75 percent of the board and committee meetings that he or she was scheduled to attend during the previous fiscal year.

Companies need directors who are fully committed to their responsibilities as representatives of the company's owners - the shareholders. To be effective representatives, directors need to attend scheduled meetings, voice their concerns and cast their votes. When directors do not attend meetings, they are unable to contribute to board discussions and deliberations, for which directors are paid. Absentee directors are not fulfilling their fiduciary duties to shareholders. Setting the threshold at 75 percent of the scheduled meetings allows for unexpected emergencies and occasional conflicts. It is also the level that SEC guidelines require a company to disclose in the annual proxy statement.


CONTESTED ELECTION OF DIRECTORS ISSUE CODE 1001

Case by Case


RATIFY SELECTION OF AUDITORS ISSUE CODE 1010

Vote FOR management's selection of accountants to audit the corporation's books and records, unless we are aware of a significant controversy in a particular case (i.e. Arthur Andersen in 2002).

We will vote for management's selection of accountants to audit the corporation's books and records, unless we are aware of significant controversy in a particular case.


APPROVE NAME CHANGE ISSUE CODE 1020

Vote FOR a management proposal to change the company's name.

A corporation's management, subject to review by its board of directors, is responsible for running the day-to-day operations of its businesses. Management is best able to judge whether the corporation's name adequately and accurately reflects the business goals of the company.



APPROVE OTHER BUSINESS ISSUE CODE 1030

Vote AGAINST management proposals to approve other business.

Giving management "carte blanche" to vote a proxy undermines the proxy system. Shareholders deserve the opportunity to consider all specific voting items that come up for a vote at a meeting. To simply give away that right because a voting item has, for one reason or another, been omitted from the proxy card could empower management to vote for a proposal that the shareholders would not support.

If a voting matter should arise after the mailing date or during the meeting, the meeting should, if necessary, be postponed and the company should mail supplementary proxy materials so that shareholders may make an informed decision on the proposal.


ADJOURN MEETING ISSUE CODE 1035

Vote FOR a management proposal to adjourn the meeting.

Management is in the best position to evaluate the importance of each issue and if the company would benefit by taking additional time to solicit votes. Adjourning the meeting to a later time will save the company the cost of calling another meeting to decide on the issue


APPROVE TECHNICAL AMENDMENTS ISSUE CODE 1040

Vote FOR a management proposal to make technical amendments to the charter and/or bylaws.

For this guideline, technical amendments include restatements to omit spelling or grammatical errors, elimination of references to classes of stock that are no longer outstanding or applicable, or restatement of the business purpose it if such restatement does not alter the company's purpose. They do not include amendments that could affect shareholder rights or claims on the company or that could be deemed to be anti-takeover measures. The charters of many companies require shareholder approval to restate or amend the company's charter or bylaws. In instances in which shareholder rights are no affected by the restatement, such as a restatement to eliminate grammatical errors, or to change the company's domicile within a state, the restatement is simply a technicality and should be supported because an accurate charter and bylaw is necessary to conduct business.


APPROVE FINANCIAL STATEMENTS ISSUE CODE 1050

Vote FOR a management proposals to approve the company's financial statements for the fiscal year.


This is a routine proposal to be voted in support of management. A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Corporation laws in many countries require firms to present the previous year's accounts to shareholders at the annual meeting.

Vote AGAINST IF it discharges the directors from responsibility for decisions taken over the year.


INCREASE AUTHORIZED COMMON STOCK ISSUE CODE 1100

Vote FOR a management proposal to increase authorized common stock.

We will generally vote FOR an increase in authorized shares, unless it is determined that the increased shares are likely to be used for anti-takeover purposes. If an increase in authorized shares is part of a takeover defense or is considered "excessive" (JALLC determines "excessive" to be more than a 300% dilution), we normally will vote AGAINST an increase.

These proposals are often necessary for the normal operation of an issuer's business. Consequently, a vote in favor is generally recommended.


DECREASE AUTHORIZED COMMON STOCK ISSUE CODE 1101

Vote FOR a management proposal to decrease authorized common stock.

A corporation's management team, subject to review by its board of directors, is responsible for day-to-day operations and strategic planning for the corporation. Management is best qualified to judge the corporation's current and future requirements for capital.


AMEND AUTHORIZED COMMON STOCK ISSUE CODE 1102

Vote CASE-BY-CASE to amend authorized common stock.


APPROVE COMMON STOCK ISSUANCE ISSUE CODE 1103

Vote FOR a management proposal to approve the issuance of authorized common stock.

Vote AGAINST a management proposal to approve the issuance of common stock IF the proposed issuance creates potential dilution of more that 300% of total outstanding voting power before the stock issuance.


APPROVE ISSUANCE OR EXERCISE OF STOCK WARRANTS 1104


Vote CASE BY CASE


AUTHORIZE PREFERRED STOCK ISSUE CODE 1110

Vote FOR a management proposal to authorize preferred stock.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future requirements for raising additional capital. Preferred stock is commonly used by many U.S. corporations to raise capital. It provides management with a way to raise additional capital without diluting common shareholders' equity. Placing limits on the ability of management and the board to issue shares of preferred stock to fund the corporation's current operations and future growth is unnecessary and may reduce the corporation's ability to meet its capital needs.

Vote AGAINST a management proposal to authorize preferred stock IF the board has asked for the unlimited right to set the terms and conditions for the class and may issue the shares for anti-takeover purposes without shareholder approval (known as blank check preferred stock).


INCREASE AUTHORIZED PREFERRED STOCK ISSUE CODE 1111

Vote FOR a management proposal to increase authorized preferred stock.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future requirements for raising additional capital. Preferred stock is commonly used by many U.S. corporations to raise capital. It provides management with a way to raise additional capital without diluting common shareholders' equity. Placing limits on the ability of management and the board to issue shares of preferred stock to fund the corporation's current operations and future growth is unnecessary and may reduce the corporation's ability to meet its capital needs.

Vote AGAINST a management proposal to increase authorized preferred stock IF the proposed increase creates potential dilution of more than 300% of authorized preferred shares.

Vote AGAINST a management proposal to increase the authorized preferred stock IF the board has asked for (or currently has) the unlimited right to set the terms and conditions of the preferred stock and may issue it for anti-takeover purposes without shareholder approval (known as blank check preferred stock).


DECREASE AUTHORIZED PREFERRED STOCK ISSUE CODE 1112

Vote FOR a management proposal to decrease authorized preferred stock.


A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future requirements for additional capital.


CANCEL SERIES OF PREFERRED STOCK ISSUE CODE 1113

Vote FOR a management proposal to cancel a class or series of preferred stock.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future requirements for capital. Typically these preferred shares have already been redeemed by the company.


AMEND AUTHORIZED PREFERRED STOCK ISSUE CODE 1114

Vote FOR a management proposal to amend preferred stock.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future requirements for capital. Limiting the ability of management and the board to amend preferred stock is unnecessary and may reduce the corporation's ability to meet its capital needs.


APPROVE ISSUANCE OR CONVERSION OF PREFERRED STOCK ISSUE CODE 1115

Vote FOR a management proposal to issue preferred stock.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's requirements for raising additional capital. Preferred stock is commonly used by many U.S. corporations to raise capital. It provides management with the ability to raise additional capital without diluting common shareholders' equity interests. Placing limits on the ability of management and the board to issue shares of preferred stock to fund the corporation's current operations and future growth is unnecessary and may reduce the corporation's ability to meet its capital needs.

Vote AGAINST a management proposal to approve the issuance of preferred stock IF the voting power represented by the proposed issuance creates potential dilution of more than 300% of the total outstanding voting power before the stock issuance. Vote AGAINST a management proposal to issue preferred stock IF the shares are issued with voting rights superior to those available to other shareholders.



ELIMINATE PREEMPTIVE RIGHTS ISSUE CODE 1120

Vote CASE-BY-CASE on a management proposal to eliminate preemptive rights.


RESTORE PREEMPTIVE RIGHT ISSUE CODE 1121

Vote CASE-BY-CASE on a management proposal to restore preemptive rights.


AUTHORIZE DUAL CLASS STOCK ISSUE CODE 1130

Vote AGAINST a management proposal to authorize dual class common stock

There should only be one class of common stock and all common stock holders should have the same rights and privileges. Dual or multiple classes of common stock are often used to entrench the board and management of corporations. Economic studies show that adoption of additional classes of common stock negatively affects the value of an existing class of common stock.


ELIMINATE DUAL CLASS STOCK ISSUE CODE 1131

Vote FOR a management proposal to eliminate  authorized dual or multiple classes
of common stock.

There  should  only be one class of common  stock and all common  stock  holders

should have the same rights and privileges. Dual or multiple classes of common stock are often used to entrench the board and management of corporations. Economic studies show that adoption of additional classes of common stock negatively affects the value of an existing class of common stock.


AMEND DUAL CLASS STOCK ISSUE CODE 1132

Vote AGAINST a management proposal to amend authorized dual class or multiple classes of common stock.

There should only be one class of common stock and all common stock holders should have the same rights and privileges. Dual or multiple classes of common stock are often used to entrench the board and management of corporations. Economic studies show that adoption of additional classes of common stock negatively affects the value of an existing class of common stock.


INCREASE AUTHORIZED DUAL CLASS STOCK ISSUE CODE 1133

Vote AGAINST a management proposal to increase authorized shares of one or more classes of dual or multiple class common stocks.


There should only be one class of common stock and all common stock holders should have the same rights and privileges. Dual or multiple classes of common stock are often used to entrench the board and management of corporations. Economic studies show that adoption of additional classes of common stock negatively affects the value of an existing class of common stock.


APPROVE SHARE REPURCHASE ISSUE CODE 1140

Vote FOR a management proposal to approve share repurchase.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future requirements for raising additional capital and the means for raising such capital.


APPROVE STOCK SPLIT ISSUE CODE 1150

Vote FOR a management proposal to approve a stock split.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future capital structure. We generally will vote for these proposals, which are normally made to facilitate market trading in the issuer's securities.


APPROVE REVERSE STOCK SPLIT ISSUE CODE 1151

Vote FOR a management proposal to approve a reverse stock split.

A corporation's management team, subject to review by its board of directors, is responsible for the company's day-to-day operations and strategic planning. Therefore, management is best suited to judge the corporation's current and future capital structure. We generally will vote for these proposals, which are normally made to facilitate market trading in the issuer's securities.


APPROVE MERGER/ACQUISITION ISSUE CODE 1200

Vote CASE-BY-CASE on a management proposal to approve merger/acquisition.

The economic impact of each proposal will be analyzed individually.


APPROVE RECAPITALIZATION ISSUE CODE 1209

Vote CASE-BY-CASE on a management proposal to approve re-capitalization.


The economic impact of each proposal will be analyzed individually.


APPROVE RESTRUCTING ISSUE CODE 1210

Vote CASE-BY-CASE on a management proposal to approve restructuring.

The economic impact of each proposal will be analyzed individual


APPROVE BANKRUPTCY RESTRUCTURING 1211

Vote CASE-BY-CASE on a management proposal to approve bankruptcy restructuring.

The economic impact of each proposal will be analyzed individual


APPROVE LIQUIDATION ISSUE CODE 1212

Vote CASE BY CASE

The economic impact of each proposal will be analyzed individual


APPROVE REINCORPORATION ISSUE CODE 1220

Vote FOR a management proposal to approve reincorporation.

A company's board is best qualified to determine the regulatory environment that is best suited to the company's needs. The board should be allowed to take advantage of the statutory structure that it believes offers it the maximum benefits in carrying out its responsibilities. A company may propose a reincorporation for a variety of reasons. These considerations should include the legal structure that best allows the board to respond to real or perceived threats to the corporation and its shareholders. State anti-takeover laws enable management to run the company with a long-term view, free from the distractions of unexpected takeover bids. As a result, these laws are in the best long-term interests of shareholders.


APPROVE LEVERAGED BUYOUT ISSUE COEE 1230

Vote CASE-BY-CASE on a management proposal to approve a leveraged buyout. The economic impact of each proposal will be analyzed individual


APPROVE SPIN OFF ISSUE CODE 1240

Vote CASE-BY-CASE on a management proposal to approve a spin-off.


The economic impact of each proposal will be analyzed individual


APPROVE SALE OF ASSETS ISSUE CODE 1250

Vote CASE BY CASE

The economic impact of each proposal will be analyzed individual


ELIMINATE CUMULATIVE VOTING ISSUE CODE 1300

Vote FOR a management proposal to eliminate cumulative voting.

Directors' fiduciary duties apply to the interests of all shareholders, not a single constituency. Cumulative voting promotes single interest representation on the board, which may not represent the overriding interests and concerns of all shareholders. All directors, as shareholders' representatives, should be elected by a majority of shareholders.


ADOPT CUMULATIVE VOTING ISSUE CODE 1301

Vote AGAINST a management proposal to adopt cumulative voting.

Directors' fiduciary duties apply to the interests of all shareholders, not a single constituency. Cumulative voting promotes single interest representation on the board, which may not represent the overriding interests and concerns of all shareholders. All directors, as shareholders' representatives, should be elected by a majority of shareholders.


ADOPT DIRECTOR LIABILITY PROVISION ISSUE CODE 1310

Vote CASE-BY-CASE on a management proposal to adopt director liability provision.


AMEND DIRECTOR LIABILITY PROVISION ISSUE CODE 1311

Vote CASE-BY-CASE on a management proposal to amend director liability provision.


ADOPT INDEMNIFICATION PROVISION ISSUE CODE 1321

We generally support these proposals, since they help corporations attract and retain qualified individuals to serve as directors.

Jennison will oppose proposals to indemnify directors for liabilities arising from any of the following:


1.Breach of the director's duty of loyalty
2.Intentional misconduct, acts not in good faith, or acts in knowing violation of the law
3.Acts involving unlawful purchase or redemption of stock
4.Payment of unlawful dividends
5.Receipt of improper personal benefits


APPROVE BOARD SIZE ISSUE CODE 1332

Vote FOR a management proposal to approval board size.

The board of directors and management of the company are in the best position to determine the optimum size of the corporation's board.

Vote AGAINST a management proposal to set the board size IF the proposed minimum board size is less than 4 directors.


NO SHAREHOLDER APPROVAL TO FILL VACANCY ISSUE CODE 1340

Vote AGAINST a management proposal to allow the directors to fill vacancies on the board without shareholder approval.

Directors serve as the representatives of the shareholders. Shareholders should have the right to approve the appointment of all directors to the board.


GIVE BOARD AUTHORITY TO SET BOARD SIZE ISSUE CODE 1341

Vote AGAINST a management proposal to give the board the authority to set the size of the board without shareholder approval.

Directors represent the interests of shareholders. Shareholders should have the final say in determining the size of the board of directors.


REMOVAL OF DIRECTORS ISSUE CODE 1342

Vote FOR a management proposal regarding the removal of directors.

Vote AGAINST a management proposal regarding the removal of directors IF the proposal limits the removal to cases where there is legal cause. Directors have a fiduciary responsibility to represent all shareholders, as dictated by law. If they fail to adhere to the laws related to their service, they should be removed. Allowing for directors to be removed without legal cause makes it possible for prejudices or whims to enter into the appraisal process.



APPROVE NON-TECHNICAL CHARTER AMENDMENTS ISSUE CODE 1350

Vote AGAINST a management's proposal to approve multiple amendments to the company's certificate of incorporation IF an amendment would have the affect of reducing shareholders' rights.

Limitations of any kind on shareholders' rights should be avoided. In some cases, these proposals include numerous issues bundled into one proposal. Bundling proposals that limit shareholders' rights with other issues that shareholders routinely would approve does not justify approval if ultimately shareholders' rights would in any way be reduced.


APPROVE CLASSIFIED BOARD ISSUE CODE 1400

Vote AGAINST a management proposal to adopt a classified board.

Classified boards may serve to entrench management. Since only a fraction of the directors stand for election each year, shareholders do not have the ability to vote out any other directors who may be acting in a fashion that is against their interests. The entire board should be accountable to shareholders on an annual basis. Arguments for classified boards include: (a) they allow stability and continuity in company policies; (b) they give management a means of maintaining experienced members on a board during a transition; and (c) they allow directors to have a long-term perspective. On the other hand, directors who are doing a good job are likely to continue to be re-elected. This provides stability while continuing to allow shareholders to evaluate directors annually.


AMEND CLASSIFIED BOARD ISSUE CODE 1401

Vote AGAINST a management proposal to amend a classified board.

Classified boards may serve to entrench management. Since only a fraction of the directors stand for election each year, shareholders do not have the ability to vote out any other directors who may be acting in a fashion that is against their interests. The entire board should be accountable to shareholders on an annual basis. Arguments for classified boards include: (a) they allow stability and continuity in company policies; (b) they give management a means of maintaining experienced members on a board during a transition; and (c) they allow directors to have a long-term perspective. On the other hand, directors who are doing a good job are likely to continue to be re-elected. This provides stability while continuing to allow shareholders to evaluate directors annually.


REPEAL CLASSIFIED BOARD ISSUE CODE 1402

Vote FOR a management proposal to repeal a classified board.

An entire board should be accountable to shareholders annually. With staggered board terms, shareholders' ability to affect the makeup of the board is limited because it would take at least two elections to replace a majority of directors. Classified boards may serve to entrench management. Because only a fraction of the directors stand for election each year, shareholders do not have the ability


to vote out any other directors who may be acting in a fashion that is against their interests. Economic studies have shown that adoption of a classified board tends to depress a company's stock price.


ADOPT POISON PILL ISSUE CODE 1410

Vote AGAINST a management proposal to ratify or adopt a shareholder rights plan (poison pill).

Poison pills take decisions on mergers and tender offers out of shareholders' hands by providing directors virtual veto power over an offer. They strip shareholders of their basic right to decide when, to whom and upon what terms to sell their shares. Poison pills harm shareholder value and entrench management by deterring stock acquisition offers that are not favored by the board of directors. Instead of fostering negotiations, poison pills are designed to discourage or thwart offers before they are ever made. This results in management entrenchment to the detriment of shareholders. Poison pills tend to depress stock price and promote poor corporate performance. Studies and other analyses point to a drop in share value at the time a right plan is adopted.


REDEEM POISON PILL ISSUE CODE 1411

Vote FOR a management proposal to redeem a shareholder rights plan (poison pill).

Poison pills take decisions on mergers and tender offers out of shareholders' hands by providing directors virtual veto power over an offer. They strip shareholders of their basic right to decide when, to whom and upon what terms to sell their shares. Poison pills harm shareholder value and entrench management by deterring stock acquisition offers that are not favored by the board of directors. Instead of fostering negotiations, poison pills are designed to discourage or thwart offers before they are ever made. This results in management entrenchment to the detriment of shareholders. Poison pills tend to depress stock price and promote poor corporate performance. Studies and other analyses point to a drop in share value at the time a right plan is adopted.


ELIMINATE SPECIAL MEETING ISSUE CODE 1420

Vote AGAINST a management proposal to eliminate shareholders' right to call a special meeting.

Limiting or eliminating shareholders' rights to call a special meeting could make it easier for management to thwart a takeover. A potential acquirer may exercise his right to call a shareholders' meetings the shareholders and not management are able to decide on his offer. Since a limitation on the right to convene a shareholder meeting could have an anti-takeover effect, we will vote against the proposal.


RESTORE SPECIAL MEETING ISSUE CODE 1422


Vote FOR a management proposal to restore shareholders' right to call a special meeting.

The ability of shareholders to ball a special meeting is an important right. Without the right, shareholders may have to wait for the annual meeting to take action. Such delays may not be in the best interest of shareholders. Shareholders should have access to procedures that permit them, the owners of the corporation, to bring special circumstances to the attention of the other owners. Limitations on shareholder actions can entrench management, render a corporation less attractive as a takeover candidate and give management a decided advantage in a takeover.


ELIMINATE WRITTEN CONSENT ISSUE CODE 1430

Vote AGAINST a management proposal to eliminate shareholders' right to act by written consent.

The ability to act through written consent enables shareholders to replace the board, to amend bylaws or to take actions to effect a change in control without having to call a special meeting or wait for the annual meeting. Elimination of this right would make it more difficult for shareholders to act without the board's consent.


LIMIT WRITTEN CONSENT ISSUE CODE 1431

Vote AGAINST a management proposal to limit shareholders' right to act by written consent.

The ability to act through written consent enables shareholders to replace the board, to amend bylaws or to take actions to effect a change in control without having to call a special meeting or wait for the annual meeting. Elimination of this right would make it more difficult for shareholders to act without the board's consent.


RESTORE WRITTEN CONSENT ISSUE CODE 1432

Vote FOR a management proposal to restore shareholders' right to act by written consents.

Written consents allow shareholders to initiate actions without calling a special meeting or waiting until the annual meeting. Shareholders should have access to procedures that permit them, the owners of the corporation, to bring special circumstances to the attention of thee other owners. Limitations on shareholder actions can entrench management, render a corporation less attractive as a takeover candidate and give management a decided advantage in a takeover.


ADOPT SUPERMAJORITY REQUIREMENT ISSUE CODE 1440

Vote AGAINST a management proposal to establish a supermajority vote provision to approve a merger or other business combination.


Supermajority vote provisions may stifle bidder interest in a company altogether and thereby devalue its stock. Supermajority requirements are often set so high that they discourage tender offers altogether. Economic studies have shown slight negative stock price effects on the adoption of supermajority vote provisions. Also, companies sometimes are unable to get a supermajority even when they want it.


AMEND SUPERMAJORITY REQUIREMENT ISSUE CODE 1443

Vote FOR a management proposal to amend a supermajority vote provision to approve a merger or other business combination.

Supermajority vote requirements to approve mergers or other business combinations help guard against two-tiered tender offers, in which a raider offers a substantially higher cash bid for an initial and often controlling stake in a company and then offers a lower price for the remaining shares. The coercive pressures associated with two-tiered offers may force shareholders to tender before they have considered all relevant facts. Requiring supermajority approval of transactions provides protection to minority shareholders.


ELIMINATE SUPERMAJORITY REQUIREMENT ISSUE CODE 1444

Vote FOR a management proposal to eliminate a supermajority vote provision to approve a merger or other business combination.

Supermajority vote requirements stifle bidder interest and discourage tender offers. Shareholder value could suffer if acquisitions or mergers fail to develop because of a voting requirement that makes the transaction's approval uncertain.


ADOPT SUPERMAJORITY LOCK IN ISSUE CODE 1445

Always vote AGAINST this proposal.

Supermajority vote requirements prevent a simple majority from enforcing its will. In many cases, supermajority lock-in vote requirements apply to anti-takeover provisions. The high vote requirements exceed the normal anticipated level of shareholder participation at a meeting, making approval of a proposed action highly unlikely.


AMEND SUPERMAJORITY LOCK IN ISSUE CODE 1446

Always vote AGAINST this proposal.

Supermajority vote requirements prevent a simple majority from enforcing its will. In many cases, supermajority lock-in vote requirements apply to anti-takeover provisions. The high vote requirements exceed the normal anticipated level of shareholder participation at a meeting, making approval of a proposed action highly unlikely



ELIMINATE SUPERMAJORITY LOCK IN ISSUE CODE 1447

Vote FOR a management proposal to eliminate supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.

Supermajority vote requirements detract from a simple majority's power to enforce its will. In many cases, the high vote requirements exceed the normal anticipated level of shareholder participation at a meeting, making passage of the proposed action all but impossible.


CONSIDER NON-FINANCIAL EFFECTS OF MERGER ISSUE CODE 1450

Vote AGAINST a management proposal to expand or clarify the authority of the board of directors to consider factors other than the interests of shareholders in assessing a takeover bid.

The traditional method of corporate governance requires that corporate officers and directors fulfill their fiduciary duty and recognize their first priority is to the owners of their corporation, its shareholders. "Stakeholder" provisions authorize the board to consider factors other than their fiduciary obligation to shareholders. These provisions undermine the preeminence of shareholders. The provisions seek to allow directors to take into account a wide range of discretionary considerations when evaluating a business proposal. As a result, management could cite the effect on other constituencies to justify rejecting a takeover offer that might be in the best interests of the shareholders.


ADOPT FAIR PRICE PROVISION ISSUE CODE 1460

Vote FOR a management proposal to establish a fair price provision.

Fair price provisions help guard against two-tiered tender offers, in which a raider offers a substantially higher cash bid for an initial and often controlling stake in a company and then offers a lower price for the remaining shares. The coercive pressures associated with two-tiered offers may force shareholders to tender heir holdings before they have considered all relevant facts. These provisions guarantee an equal price for all shareholders. These provisions are designed to protect shareholders in the event the corporation is acquired under a plan not approved by the Board. Normally, they require that any tender offer made by a third party be made to all shareholders at the same price. Fair pricing provisions attempt to limit "two-tiered takeovers", where a bidder initially offers a premium for enough shares to garner control and thereafter offers a much lower price to the remaining holders (usually smaller investors). Most of these provisions do not apply if an offer is approved by a target's board or if the bidder obtains a specified level of approval from the target's shareholders. While we support fair pricing provisions, we will not vote for them if they are tied to other anti-takeover provisions (such as excessive supermajority rules) that we oppose. Vote FOR a management proposal to establish a fair price provision.



AMEND FAIR PRICE PROVISION ISSUE CODE 1461

Vote AGAINST a management proposal to amend a fair price provision.

Fair price provisions may stifle bidder interest in a company altogether and thereby devalue its stock. Some economic studies have shown slight negative stock price effects on the adoption of fair price amendments. These provisions often include supermajority vote requirements, which are so high that shareholders feel they may discourage tender offers altogether.


REPEAL FAIR PRICE PROVISION ISSUE CODE 1462

Vote AGAINST a management proposal to repeal a fair price provision.

Fair price provisions help guard against two-tiered tender offers, in which a raider offers a substantially higher cash bid for an initial and often controlling stake in a company and then offers a lower price for the remaining shares. The coercive pressures associated with two-tiered offers may force shareholders to tender their holdings before they have considered all relevant facts. These provisions guarantee an equal price for all shareholders.


ADOPT ANTI GREENMAIL PROVISION ISSUE CODE 1470

Vote FOR a management proposal to limit the payment of greenmail.

Greenmail is the name given to certain discriminatory share repurchases. Typically, it refers to payments that a raider receives from a company in exchange for the raider's shares and a guarantee he will terminate a takeover bid. This payment is usually a premium above the market price, so while greenmail can ensure the continued independence of a company, it discriminates against the other stockholders. Buying out the shares of one owner at a price not available to others is unfair. The payment of greenmail may also have an adverse effect on the company's image, among both business associates and consumers. Economic studies show that greenmail devalues a company's stock price.


ADOPT ADVANCE NOTICE REQUIREMENT ISSUE CODE 1480

Vote AGAINST a management proposal to adopt advance notice requirements.

Advance notice limits shareholders' right to present business or nominate directors at the annual meeting. Limiting shareholders' rights by assuring that management has complete knowledge of all presentations and shareholder nominations serves to entrench management by providing it time to counterattack any issue that it does not support, or by allowing it to dismiss business or a shareholder's nomination for director if not presented in accordance with the notice provisions.



OPT OUT OF STATE TAKEOVER LAW ISSUE CODE 1490

Vote CASE BY CASE


OPT INTO STATE TAKEOVER LAW ISSUE CODE 1491

Vote CASE BY CASE


ADOPT STOCK INCENTIVE PLAN ISSUE CODE 1500

Vote CASE-BY-CASE on a management proposal to adopt a stock option plan for employees.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the dilution represented by the proposal, as calculated by IRRC, is more than 10 %.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF potential dilution from all company plans, including this proposal, as calculated by IRRC, is more than 15 %.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows the plan administrators to re-price or replace underwater options.

Vote AGAINST a management proposal to adopt a stock incentive plan IF the plan has a share replenishment feature --that is, it adds a specified number or percentage of outstanding shares for award each year.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows non-qualified options to be priced at less than 90% of the fair market value on the grant date.

DILUTION:

Vote AGAINST a new plan if the shares set aside exceed 10% of the company's outstanding shares or vote AGAINST if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding.

AND

Vote AGAINST new plans that allow re-pricing (i.e. Underwater Options).

Proposals on compensation for executives and directors are the issues submitted most frequently to shareholder vote (after the election of directors and appointment of accountants). The number of proposals in these areas has increased as the result of tax law changes. The most recent tax bill makes "excessive" executive pay non-deductible unless a shareholder-approved "pay for performance" plan is in place. Jennison generally supports compensation plans that link employee and director pay to shareholder returns. We also believe that actual participants in an industry have the best understanding of the


compensation levels needed to attract and retain key personnel. We support cash-based compensation plans because they are generally tied to performance goals and because they do not create dilution. On the other hand, stock-based compensation plans can be detrimental to shareholder interests if not carefully constructed. For example, stock option plans can lead to severe dilution of outside shareholders or can insulate executives from a falling share price and, as a result, from shareholder interests. We will oppose compensation plans under the following circumstances Dilution: In order to prevent excessive dilution, we would oppose a new plan if the shares set aside exceed 10% of the company's outstanding shares or if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding "Evergreen" Plans: Unlike most current stock options plans, which must be reauthorized annually, "evergreen" plans have no termination date. While annual dilution is normally very low (typically 1% per year), shareholders may suffer from "creeping dilution" over an extended period of time. We believe that shareholder should retain control over compensation plans and, therefore, will oppose plans without termination dates Discounted Options: We will also oppose plans that establish an option exercise price more than 10% below the current market price of the stock's Re-pricing of Underwater Options: Underwater stock options are those where the exercises price is above the current market price (making the option worthless to the holder). Many companies propose resetting the exercise price when this occurs. We will oppose re-pricing when the stock decline is due to company specific factors but support a reset if the decline is due to general market conditions. We will also oppose new stock option plans that permit re-pricing of underwater options without shareholder approval. We will be monitoring developments in the area of broad-based employee stock option plans. We support efforts to include the stock option plans in a company's financial statements. If option costs were included in earnings (as are all other compensation expenses), we would see less need for specific shareholder approval.


AMEND STOCK INCENTIVE PLAN ISSUE CODE 1501

Vote CASE-BY-CASE on a management proposal to amend a stock option plan for employees.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the dilution represented by the proposal, as calculated by IRRC, is more than 10 %.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF potential dilution from all company plans, including this proposal, as calculated by IRRC, is more than 15 %.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows the plan administrators to re-price or replace underwater options.

Vote AGAINST a management proposal to adopt a stock incentive plan IF the plan has a share replenishment feature --that is, it adds a specified number or percentage of outstanding shares for award each year.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows non-qualified options to be priced at less than 90% of the fair market value on the grant date.

Proposals on compensation for executives and directors are the issues submitted most frequently to shareholder vote (after the election of directors and appointment of accountants). The number of proposals in these areas has increased as the result of tax law changes. The most recent tax bill makes "excessive" executive pay non-deductible unless a shareholder-approved "pay for performance" plan is in place. Jennison generally supports compensation plans that link employee and director pay to shareholder returns. We also believe that actual participants in an industry have the best understanding of the compensation levels needed to attract and retain key personnel. We support cash-based compensation plans because they are generally tied to performance goals and because they do not create dilution. On the other hand, stock-based compensation plans can be detrimental to shareholder interests if not carefully constructed. For example, stock option plans can lead to severe dilution of outside shareholders or can insulate executives from a falling share price and, as a result, from shareholder interests. We will oppose compensation plans under the following circumstances Dilution: In order to prevent excessive dilution, we would oppose a new plan if the shares set aside exceed 10% of the company's outstanding shares or if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding.
"Evergreen" Plans: Unlike most current stock options plans, which must be reauthorized annually, "evergreen" plans have no termination date. While annual dilution is normally very low (typically 1% per year), shareholders may suffer from "creeping dilution" over an extended period of time. We believe that shareholder should retain control over compensation plans and, therefore, will oppose plans without termination dates Discounted Options: We will also oppose plans that establish an option exercise price more than 10% below the current market price of the stock's Re-pricing of Underwater Options: Underwater stock options are those where the exercises price is above the current market price (making the option worthless to the holder). Many companies propose resetting the exercise price when this occurs. We will oppose re-pricing when the stock decline is due to company specific factors but support a reset if the decline is due to general market conditions. We will also oppose new stock option plans, which permit re-pricing of underwater options without shareholder approval. We will be monitoring developments in the area of broad-based employee stock option plans. We support efforts to include the stock option plans in a company's financial statements. If option costs were included in earnings (as are all other compensation expenses), we would see less need for specific shareholder approval.


ADD SHARES TO STOCK INCENTIVE PLAN ISSUE CODE 1502

Vote CASE-BY-CASE on a management proposal to add shares to a stock option plan for employees.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the dilution represented by the proposal, as calculated by IRRC, is more than 10 %.


Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF potential dilution from all company plans, including this proposal, as calculated by IRRC, is more than 15 %.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows the plan administrators to re-price or replace underwater options.

Vote AGAINST a management proposal to adopt a stock incentive plan IF the plan has a share replenishment feature --that is, it adds a specified number or percentage of outstanding shares for award each year.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows non-qualified options to be priced at less than 90% of the fair market value on the grant date.

Proposals on compensation for executives and directors are the issues submitted most frequently to shareholder vote (after the election of directors and appointment of accountants). The number of proposals in these areas has increased as the result of tax law changes. The most recent tax bill makes "excessive" executive pay non-deductible unless a shareholder-approved "pay for performance" plan is in place. Jennison generally supports compensation plans that link employee and director pay to shareholder returns. We also believe that actual participants in an industry have the best understanding of the compensation levels needed to attract and retain key personnel. We support cash-based compensation plans because they are generally tied to performance goals and because they do not create dilution. On the other hand, stock-based compensation plans can be detrimental to shareholder interests if not carefully constructed. For example, stock option plans can lead to severe dilution of outside shareholders or can insulate executives from a falling share price and, as a result, from shareholder interests. We will oppose compensation plans under the following circumstances: Dilution: In order to prevent excessive dilution, we would oppose a new plan if the shares set aside exceed 10% of the company's outstanding shares or if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding. "Evergreen" Plans: Unlike most current stock options plans, which must be reauthorized annually, "evergreen" plans have no termination date. While annual dilution is normally very low (typically 1% per year), shareholders may suffer from "creeping dilution" over an extended period of time. We believe that shareholder should retain control over compensation plans and, therefore, will oppose plans without termination dates. Discounted Options: We will also oppose plans that establish an option exercise price more than 10% below the current market price of the stock. Re-pricing of Underwater Options: Underwater stock options are those where the exercises price is above the current market price (making the option worthless to the holder). Many companies propose resetting the exercise price when this occurs. We will oppose re-pricing when the stock decline is due to company specific factors but support a reset if the decline is due to general market conditions. We will also oppose new stock option plans that permit re-pricing of underwater options without shareholder approval. We will be monitoring developments in the area of broad-based employee stock option plans. We support efforts to include the stock option plans in a company's financial statements. If option costs were included in earnings (as are all other compensation expenses), we would see less need for specific shareholder approval.



LIMIT PER-EMPLOYEE AWARD ISSUE CODE 1503

Vote CASE-BY-CASE on a management proposal to limit per-employee annual option awards.


EXTEND TERM OF STOCK INCENTIVE PLAN ISSUE CODE 1505

Vote CASE BY CASE

Vote CASE-BY-CASE on a management proposal to add shares to a stock option plan for employees.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the dilution represented by the proposal, as calculated by IRRC, is more than 10 %.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF potential dilution from all company plans, including this proposal, as calculated by IRRC, is more than 15 %.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows the plan administrators to re-price or replace underwater options.

Vote AGAINST a management proposal to adopt a stock incentive plan IF the plan has a share replenishment feature --that is, it adds a specified number or percentage of outstanding shares for award each year.

Vote AGAINST a management proposal to adopt a stock incentive plan for employees IF the plan allows non-qualified options to be priced at less than 90% of the fair market value on the grant date.

Proposals on compensation for executives and directors are the issues submitted most frequently to shareholder vote (after the election of directors and appointment of accountants). The number of proposals in these areas has increased as the result of tax law changes. The most recent tax bill makes "excessive" executive pay non-deductible unless a shareholder-approved "pay for performance" plan is in place. Jennison generally supports compensation plans that link employee and director pay to shareholder returns. We also believe that actual participants in an industry have the best understanding of the compensation levels needed to attract and retain key personnel. We support cash-based compensation plans because they are generally tied to performance goals and because they do not create dilution. On the other hand, stock-based compensation plans can be detrimental to shareholder interests if not carefully constructed. For example, stock option plans can lead to severe dilution of outside shareholders or can insulate executives from a falling share price and, as a result, from shareholder interests. We will oppose compensation plans under the following circumstances: Dilution: In order to prevent excessive dilution, we would oppose a new plan if the shares set aside exceed 10% of the company's outstanding shares or if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding. "Evergreen"


Plans: Unlike most current stock options plans, which must be reauthorized annually, "evergreen" plans have no termination date. While annual dilution is normally very low (typically 1% per year), shareholders may suffer from "creeping dilution" over an extended period of time. We believe that shareholder should retain control over compensation plans and, therefore, will oppose plans without termination dates. Discounted Options: We will also oppose plans that establish an option exercise price more than 10% below the current market price of the stock. Re-pricing of Underwater Options: Underwater stock options are those where the exercises price is above the current market price (making the option worthless to the holder). Many companies propose resetting the exercise price when this occurs. We will oppose re-pricing when the stock decline is due to company specific factors but support a reset if the decline is due to general market conditions. We will also oppose new stock option plans that permit re-pricing of underwater options without shareholder approval. We will be monitoring developments in the area of broad-based employee stock option plans. We support efforts to include the stock option plans in a company's financial statements. If option costs were included in earnings (as are all other compensation expenses), we would see less need for specific shareholder approval.


ADOPT DIRECTOR STOCK INCENTIVE PLAN ISSUE CODE 1510

Vote AGAINST a management proposal to adopt a stock option plan for non-employee directors.

In light of the significant role of outside directors, Jennison believes that outside directors deserve reasonable compensation for their services. Jennison believes that outside director compensation should be in the form of cash or awards of stock, but should not include any other option, pension or benefit plans. Jennison believes that providing such option, pension or benefit plans to outside directors may create a conflict of interest and compromise such directors' ability to vote independently on executive management and employee option, pension and benefit plans.


AMEND DIRECTOR STOCK INCENTIVE PLAN ISSUE CODE 1511

Vote AGAINST a management proposal to amend a stock option plan for non-employee directors.

In light of the significant role of outside directors, Jennison believes that outside directors deserve reasonable compensation for their services. Jennison believes that outside director compensation should be in the form of cash or awards of stock, but should not include any other option, pension or benefit plans. Jennison believes that providing such option, pension or benefit plans to outside directors may create a conflict of interest and compromise such directors' ability to vote independently on executive management and employee option, pension and benefit plans.


ADD SHARES TO DIRECTOR STOCK INCENTIVE PLAN ISSUE CODE 1512


Vote AGAINST a management proposal to add shares to a stock option plan for non-employee directors.

In light of the significant role of outside directors, Jennison believes that outside directors deserve reasonable compensation for their services. Jennison believes that outside director compensation should be in the form of cash or awards of stock, but should not include any other option, pension or benefit plans. Jennison further believes that providing such option, pension or benefit plans to outside directors may create a conflict of interest and compromise such directors' ability to vote independently on executive management and employee option, pension and benefit plans.


ADOPT EMPLOYEE STOCK PURCHASE PLAN ISSUE CODE 1520

Vote CASE-BY-CASE on a management proposal to adopt an employee stock purchase plan.

Vote AGAINST a management proposal to adopt an employee stock purchase plan IF the proposed plan allows employees to purchase stock at prices of less than 85% of the stock's fair market value.

Vote AGAINST a management proposal to adopt an employee stock purchase plan IF the equity dilution represented by the proposed plan, as calculated by IRRC, is more than 10%

Vote AGAINST a management proposal to adopt an employee stock purchase plan IF the potential dilution of all plans, as calculated by IRRC, is more than 15%.

Employee stock purchase plans allow the employees of a company to purchase the company's stock at market or below-market prices. In principle we encourage such plans as the employees become shareholders and their interests are aligned with ours. However, we do want to prevent excessive dilution stemming from plans that allow employees to purchase stock at significant market discounts. We will support employee stock purchase plans if the cost basis to the employee is at least 85% of the fair market value (i.e. discount is less than 15%). If the cost basis is greater than 75% but less than 85% of fair market value (discount of 15% to 25%) we will support the plan only if it passes a dilution test which requires that the dilution from the plan does not exceed 10% of the company's outstanding stock and the total dilution from all employee stock option and stock purchase plans (old and new) does not exceed 15%. If the cost basis is below 76% of the fair market value (discount greater than 25%) we will oppose the plan.

Vote AGAINST new plans that allow re-pricing (i.e. Underwater Options).


AMEND EMPLOYEE STOCK PURCHASE PLAN ISSUE CODE 1521

Vote CASE-BY-CASE on a management proposal to amend an employee stock purchase plan.


Employee stock purchase plans allow the employees of a company to purchase the company's stock at market or below-market prices. In principle we encourage such plans as the employees become shareholders and their interests are aligned with ours. However, we do want to prevent excessive dilution stemming from plans, which allow employees to purchase stock at significant market discounts. We will support employee stock purchase plans if the cost basis to the employee is at least 85% of the fair market value (i.e. discount is less than 15%). If the cost basis is greater than 75% but less than 85% of fair market value (discount of 15% to 25%) we will support the plan only if it passes a dilution test which requires that the dilution from the plan does not exceed 10% of the company's outstanding stock and the total dilution from all employee stock option and stock purchase plans (old and new) does not exceed 15%. If the cost basis is below 76% of the fair market value (discount greater than 25%) we will oppose the plan.


ADD SHARES TO EMPLOYEE STOCK PURCHASE PLAN ISSUE CODE 1522

Vote CASE-BY-CASE on a management proposal to add shares to an employee stock purchase plan.

Vote AGAINST a management proposal to add shares to an employee stock purchase plan IF the proposed plan allows employees to purchase stock at prices of less than 85% of the stock's fair market value.

Vote AGAINST a management proposal to add shares to an employee stock purchase plan IF the dilution represented by this proposal is more than 10% of the outstanding common equity.

Vote AGAINST a management proposal to add shares to an employee stock purchase plan IF the potential dilution of all plans, as calculated by IRRC, is more than 15%.

Employee stock purchase plans allow the employees of a company to purchase the company's stock at market or below-market prices. In principle we encourage such plans as the employees become shareholders and their interests are aligned with ours. However, we do want to prevent excessive dilution stemming from plans, which allow employees to purchase stock at significant market discounts. We will support employee stock purchase plans if the cost basis to the employee is at least 85% of the fair market value (i.e. discount is less than 15%).


ADOPT STOCK AWARD PLAN ISSUE CODE 1530

Vote CASE-BY-CASE on a management proposal to adopt a stock award plan for executives.

DILUTION:
Vote AGAINST a new plan if the shares set aside exceed 10% of the company's outstanding shares or vote AGAINST if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding.



AMEND STOCK AWARD PLAN ISSUE CODE 1531

Vote CASE-BY-CASE on a management proposal to amend a stock award plan for executives.

DILUTION:

Vote AGAINST a new plan if the shares set aside exceed 10% of the company's outstanding shares or vote AGAINST if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding.


ADD SHARES TO STOCK AWARD PLAN ISSUE CODE 1532

Vote CASE-BY-CASE on a management proposal to add shares to a stock award plan for executives.

DILUTION:
Vote AGAINST a new plan if the shares set aside exceed 10% of the company's outstanding shares or vote AGAINST if the total set aside under all executive and directors compensation plans (old and new), exceeds 15% of shares outstanding.

AND

Vote AGAINST new plans that allow re-pricing (i.e. Underwater Options).


ADOPT DIRECTOR STOCK AWARD PLAN ISSUE CODE 1540

Vote  CASE-BY-CASE  on a  management  proposal  to adopt a stock  award plan for
non-employee directors.

Vote AGAINST a management  proposal to adopt a stock award plan for non-employee
directors IF the dilution  represented by this proposal,  as calculated by IRRC,
is more than 10%.

Vote AGAINST a management  proposal to adopt a stock award plan for non-employee

directors IF the potential dilution from all plans (including this proposal), as calculated by IRRC, is more than 15%.

In light of the significant role of outside directors, Jennison believes that outside directors deserve reasonable compensation for their services. Furthermore, Jennison believes that outside director compensation should be in the form of cash or awards of stock, but should not include any other option, pension or benefit plans. Jennison believes that providing such option, pension or benefit plans to outside directors may create a conflict of interest and compromise such directors' ability to vote independently on executive management and employee option, pension and benefit plans.



AMEND DIRECTOR STOCK AWARD PLAN ISSUE CODE 1541

Vote CASE-BY-CASE on a management proposal to amend a stock award plan for non-employee directors.

Vote AGAINST a management proposal to amend a stock award plan for non-employee directors IF the potential dilution represented by this proposal, as calculated by IRRC, is more than 10%.

Vote AGAINST a management proposal to amend a stock award plan for non-employee directors IF the potential dilution from all plans, including this proposal, as calculated by IRRC (overhang), is more than 15%.


ADD SHARES TO DIRECTOR STOCK AWARD PLAN ISSUE CODE 1542

Vote CASE-BY-CASE on a management proposal to add shares to a stock award plan for non-employee directors.

Vote AGAINST a management proposal to a stock award plan for non-employee directors IF the dilution represented by the proposal is more than 10% of the outstanding common stock.

AND

Vote AGAINST a management proposal to add shares to a stock award plan for non-employee directors IF the potential dilution from all plans, including this proposal, as calculated by IRRC (overhang), is more than 15%.


APPROVE ANNUAL BONUS PLAN ISSUE CODE 1560

Vote CASE-BY-CASE on a management proposal to approve an annual bonus plan.

Bonus plans generally serve to attract, retain and motivate qualified executives. Payouts under these plans may be in cash or stock and are usually tied to the attainment of certain financial or other performance goals. Since bonus plans are generally tied to performance, these proposals should be supported.

Vote AGAINST a management proposal to approve an annual bonus plan IF the maximum per-employee payout is not disclosed.

The maintenance of favorable tax treatment for executive compensation benefits shareholders. Companies should follow all requirements necessary to qualify compensation for the performance exemption. Any loss of income to the corporation stemming from a company's failure to retain this tax deduction would come out of the pockets of its shareholders. Failure to disclose the maximum per-employee payouts may cost an exemption from the $1 million limit on the amount of "non-performance-based pay" that a public company may deduct for


income tax purposes. As a result, all management proposals to approve bonus plans that do not disclose maximum per-employee payouts should be opposed.

Vote AGAINST a management proposal to approve an annual bonus plan IF performance criteria are not disclosed.

Shareholders may reasonably expect to be informed of the performance measures related to management bonuses. As a result, management proposals to approve bonus plans that do not disclose performance criteria should be opposed.


APPROVE SAVINGS PLAN ISSUE CODE 1561

Vote FOR a management proposal to adopt a savings plan.

The Internal Revenue Service limits the extent to which "highly paid" employees may participate in company-sponsored employee stock purchase plans and savings plans such as 401k savings plans. These proposals allow highly paid executives to enjoy the benefits extended to a broad base of company employees.


APPROVE OPTION/STOCK AWARDS ISSUE CODE 1562

Vote CASE-BY-CASE on a management proposal to grant a one-time stock option.

Vote AGAINST a management proposal to grant a one-time stock option IF the option is priced at less than 90% of the fair market value on the grant date.

Vote AGAINST a management proposal to grant one-time option/stock award IF the dilution represented by the award, as calculated by IRRC, is more than 10% percent.

Vote AGAINST a management proposal to approve a stock option or stock award IF minimum equity overhang from all company plans including this proposal, as calculated by IRRC, is more than 15% of the total outstanding common equity.


ADOPT DEFERRED COMPENSATION PLAN ISSUE CODE 1563

Vote CASE-BY-CASE on a management proposal to adopt a deferred compensation plan.


APPROVE LONG-TERM BONUS PLAN ISSUE CODE 1564

Vote FOR a management proposal to approve a long-term bonus plan.

Bonus plans generally serve to attract, retain and motivate qualified executives. Payouts under these plans may be in cash or stock and are usually tied to the attainment of certain financial or other performance goals. Since


bonus plans are generally tied to performance, these proposals should be supported.

Vote AGAINST a management proposal to approve a long-term bonus plan IF the maximum per-employee payout is not disclosed.

The maintenance of favorable tax treatment for executive compensation benefits shareholders. Companies should follow all requirements necessary to qualify compensation for the performance exemption. Any loss of income to the corporation stemming from a company's failure to retain this tax deduction would come out of the pockets of its shareholders. Failure to disclose the performance criteria used to generate executive bonus payouts may cost an exemption from the $1 million limit on the amount of "non-performance based pay" that a public company may deduct for income tax purposes. In addition, shareholders may reasonably expect to be informed of the performance measures related to management bonuses. As a result, management proposals to approve bonus plans that do not disclose performance criteria should be opposed.


APPROVE EMPLOYMENT AGREEMENTS ISSUE CODE 1565

Vote FOR a management proposal to approve an employment agreement or contract.

Employment agreements/contracts are necessary to attract, retain and motivate executives. Companies must offer these arrangements to key executives to remain competitive.


AMEND DEFERRED COMPENSATION PLAN ISSUE CODE 1566

Vote FOR a management proposal to amend a deferred compensation plan.

Companies frequently sponsor deferred compensation plans that allow executives and non-employee directors to defer pay and any related taxes until some later date. The deferred amounts usually may be deposited into interest-bearing accounts or invested in company stock accounts. Frequently, payouts under deferred compensation plans are made in cash. These plans represent a fairly standard component of executive and non-employee director compensation packages. Since these plans do not constitute a significant addition to executive and non-employee director pay packages, proposals to adopt deferred compensation plans should be supported.


EXCHANGE UNDERWATER OPTIONS ISSUE CODE 1570

Vote AGAINST a management proposal to exchange underwater options (options with a per-share exercise price that exceeds the underlying stock's current market price).

Shareholders are harmed by the practice of re-pricing or replacing so-called "underwater" options. This practice constitutes a giveaway to executives.


Shareholders do not have the same protection from falling prices. It negates the notion of tying management incentives to stock performance.


AMEND ANNUAL BONUS PLAN ISSUE CODE 1581

Vote FOR a management proposal to amend an annual bonus plan.

Bonus plans generally serve to attract, retain and motivate qualified executives. Payouts under these plans may be in cash or stock and are usually tied to the attainment of certain financial or other performance goals. Since bonus plans are generally tied to performance, these proposals should be supported.


REAPPROVE OPTION/BONUS FOR OBRA ISSUE CODE 1582

Vote FOR a management proposal to re-approve a stock option or bonus plan for satisfying requirements of the OBRA.

Incentive plans generally serve to attract, retain and motivate qualified executives. Payouts under these plans may be in cash or stock and are usually tied to the attainment of certain financial or other performance goals. Since incentive plans are generally tied to performance, these proposals should be supported.

Maintaining performance-based qualifications under Section 162(m) are important so that the company is not charged an accounting expense for the compensation issued under these plans.

Vote AGAINST a management proposal to re-approve a stock option or bonus plan IF the maximum per-employee payout is not disclosed.

Vote AGAINST a management proposal to re-approve a stock option or bonus plan for employees if performance criteria are not disclosed.

Vote AGAINST a management proposal to re-approve a stock option or bonus plan for employees IF the company authorized the re-pricing or replacement of underwater options without shareholder approval within the past three years.


AMEND LONG TERM BONUS PLAN ISSUE CODE 1586

Vote FOR a management proposal to amend a long-term bonus plan.

Bonus plans generally serve to attract, retain and motivate qualified executives. Payouts under these plans may be in cash or stock and are usually tied to the attainment of certain financial or other performance goals. Since bonus plans are generally tied to performance, these proposals should be supported.


SP-SHAREHOLDER APPROVAL OF AUDITIORS ISSUE CODE 2000


Vote AGAINST a shareholder proposal calling for stockholder ratification of auditors.

The company, through the audit committee, is in the best position to select an auditor. Shareholders should defer to management in this matter.


SP-AUDITORS MUST ATTEND ANNUAL MEETING ISSUE CODE 2001

Vote AGAINST a shareholder proposal calling for auditors to attend the annual meeting.

Meeting attendance by the auditor serves no useful purpose, since the Securities and Exchange Commission mandates detailed financial disclosure by the company in its annual report, 10-K and other filings.


SP-LIMIT CONSULTING BY AUDITORS ISSUE CODE 2002

Vote AGAINST a shareholder proposal to limit consulting by a company's independent auditors.

The Sarbanes-Oxley Act of 2002 ("the Act") contains provisions that establish safeguards that promote auditor independence. Since the Act requires audit committees to pre-approve non-audit services, there is no need to set arbitrary limitations on the provision of these services. An independent oversight board, which the SEC oversees, is responsible for setting audit, quality control, and ethical standards for audits and is responsible for inspecting, investigating and disciplining firms and their accountants. Subject to regulatory restrictions, audit committees should have discretion to determine whether to use their outside audit firm or another firm for services not related to the audit process. An accountant's familiarity with the company's financial structure, gained through providing non-audit services, can improve the quality of the audit.


SP-ROTATE AUDITORS ISSUE CODE 2003

Vote AGAINST a shareholder proposal asking the company to rotate its auditors.

Mandatory auditor rotation could prevent an auditor from developing a detailed understanding of a company's business, operations, systems, legal structure and accounting practices, and therefore, would reduce the quality and efficiency of the audit process. In addition, it could be costly to the company. Because of the limited pool of accounting firms, auditor rotation may be difficult to implement.


SP-RESTORE PREEMPTIVE RIGHTS ISSUE CODE 2010

Vote FOR a shareholder proposal to restore preemptive rights.

In the absence of preemptive rights, direct stock issuances dilute the positions of stockholders. These rights permit investors to maintain their relative equity position in a company. Preemptive rights reinforce the notion that shareholders own the corporation and are entitled to anything of value distributed by the


company, including the opportunity to buy potentially valuable new securities. These rights enable shareholders to maintain their proportional ownership in a company and preserve their voting interests. Moreover, studies indicate that preemptive rights offerings are less expensive than underwritten offerings.


SP-STUDY SALE OR SPIN-OFF ISSUE CODE 2030

Vote CASE BY CASE


SP-ADOPT CONFIDENTIAL VOTING ISSUE CODE 2100

Vote FOR a shareholder proposal asking the board to adopt confidential voting and independent tabulation of proxy ballots.

The entire corporate governance system is built on the foundation of the proxy voting process. If the voting system is not fair, the system will not work. It is essential that corporations provide confidential treatment to shareholders and tabulation by a third party for all proxies, ballots and voting authorizations. Proxy voting should be conducted under the same rules of confidentiality that apply to voting in political elections. Open balloting allows companies to re-solicit shareholders to urge them to change their votes--which shareholder proponents do not have an opportunity to do--and creates an opportunity for coercion. Confidential voting minimizes the possibility that shareholders, especially money managers, will be subject to conflicts of interests. Any minimal costs that must be incurred in implementing a confidential voting policy are outweighed by the benefits to shareholders.


SP-COUNTING SHAREHOLDER VOTES ISSUE CODE 2101

Vote FOR a shareholder proposal asking the company to refrain from counting abstentions and broker non-votes in vote tabulations.

The true measure of support in any voting system is the number of votes cast for and against a particular proposal. A ballot marked "abstain" or a non-vote represents the absence of any real indication of support. When such votes are tabulated, however, they have the effect of a vote against the resolution.


SP-NO DISCRETIONARY VOTING ISSUE CODE 2102

Vote FOR a shareholder proposal to eliminate the company's discretion to vote unmarked proxy ballots.

The board of directors should not have the right to vote signed but unvoted ballots. The true measure of support in any voting system is the number of votes cast for and against a particular proposal. An unmarked ballot represents the absence of any real indication of support.



SP-EQUAL ACCESS TO THE PROXY ISSUE CODE 2110

Vote AGAINST a shareholder proposal to provide equal access to the proxy materials for shareholders.

SEC proxy rules already provide ample means for shareholders to participate in the voting process. Under the proxy rules, shareholders have the right to have proposals included in the proxy statement. Many companies also provide shareholders with the right to suggest director candidates to the nominating committee. It would be unworkable to open the proxy mechanism because of the large number of shareholders who might wish to insert comments or offer nominations. Implementing this proposal would put this company at a disadvantage because other companies are not required to do so.


SP-IMPROVE MEETING REPORTS ISSUE CODE 2120

Vote AGAINST a shareholder proposal to improve annual meeting reports.

SEC proxy rules already provide ample means for shareholders to participate in the voting process. Under the proxy rules, shareholders have the right to have proposals included in the proxy statement. Many companies also provide shareholders with the right to suggest director candidates to the nominating committee. It would be unworkable to open the proxy mechanism because of the large number of shareholders who might wish to insert comments or offer nominations. Implementing this proposal would put this company at a disadvantage because other companies are not required to do so.


SP-CHANGE ANNUAL MEETING DATE ISSUE CODE 2130

Vote AGAINST a shareholder proposal to change the annual meeting location.

The location of the annual meeting is a non-issue. Attendance at the meeting by proxy is always an option. The vast majority of shareholders choose not to attend annual meetings in person, even those that are held in major metropolitan areas. Keeping it at a fixed location can be cost-effective and reasonable, and it is best to leave the issue to the discretion of management and the board.


SP-CHANGE ANNUAL MEETING DATE ISSUE CODE 2131

Vote AGAINST a shareholder proposal to change the annual meeting date.

Changing the annual meeting date could delay the annual meeting and result in increased costs by requiring separate mailings of the proxy statement and the annual report. In addition, because the fiscal years of many companies end in December, meeting date conflicts are inevitable. Finally, most shareholders do not attend the annual meetings in person and choose to do so by proxy.



SP-BOARD INCLUSIVENESS ISSUE CODE 2201

Vote FOR a shareholder proposal asking the board to include more women and minorities as directors.

Diversity on the board is important. A vote for a non-binding shareholder proposal seeking to increase the participation of women and minorities on the board sends the proper signal to the board, but it does not compromise the flexibility of the board to search for the best possible candidates.


SP-INCREASE BOARD INDEPENDENCE ISSUE CODE 2202

Vote AGAINST a shareholder proposal to increase board independence.

The board of directors and management of the company are in the best position to determine a workable, efficient structure for the board of directors. The board should be free to identify the individuals who will best serve the shareholders without being hindered by arbitrary limits. Many factors contribute to a successful and well-run board, including the skills, insights and experiences that are offered by directors classified by many as affiliates. "Independence" is not easily defined. The use of an arbitrary standard for "independence" would limit the board's ability to nominate the best candidates.


SP-DIRECTOR TENURE/RETIREMENT AGE ISSUE CODE 2203

Vote AGAINST a shareholder proposal seeking to limit the period of time a director can serve by establishing a retirement or tenure policy.

We believe that experienced board members can bring continuity and insight into the management of a company. Term limits may result in the loss of good board members. Therefore, we will vote against term limit proposals.


SP-MINIMUM STOCK OWNERSHIP BY DIRECTORS ISSUE CODE 2204

Vote FOR a shareholder proposal to require minimum stock ownership by directors.

We encourage directors to own stock and thereby more closely align themselves with the stockholders. We recognize that management may choose to seek directors from a wide range of economic backgrounds. We believe, therefore, that minimum stock ownership requirement should be set at reasonable levels


SP-ALLOW UNION/EMPLOYEE REPRESENTATIVES ON THE BOARD ISSUE CODE 2205

Vote CASE BY CASE



SP-DIRECTOR'S ROLE IN CORPORATE STRATEGY ISSUE CODE 2206

Vote AGAINST a shareholder proposal seeking to increase disclosure regarding the board's role in the development and monitoring of the company's long-term strategic plan.

Strategy planning tasks are within the normal definition of the directors' role and do not need to be specifically disclosed, and/or are adequately defined in most companies' existing documents. Too much disclosure regarding strategy formation may put the company at a competitive disadvantage.


SP-INCREASE NOMINATING COMMITTEE INDEPENDENCE ISSUE CODE 2210

Vote FOR a shareholder proposal calling for an all-independent nominating committee.

These proposals suggest that an independent nominating committee (without any management representatives) be established to choose new board candidates. Proponents of this amendment suggest that an independent nominating committee is essential to ensure an independent and accountable board. We agree. Management can be involved in the selection of outside directors by providing recommendations to the nominating committee


SP-CREATE NOMINATING COMMITTEE ISSUE CODE 2211

Vote FOR a shareholder proposal to create a nominating committee of the board.

Directors represent shareholder interests and are responsible for selecting and monitoring the corporation's management team. As a result, a nominating committee should be established to ensure that the most qualified directors, including individuals who are free of ties to incumbent management, are nominated to the board. A nominating committee would focus on the structure and membership of the entire board and would allow the full board to concentrate on other issues.


SP-CREATE SHAREHOLDER COMMITTEE ISSUE CODE 2212

Vote FOR a shareholder proposal urging the creation of a shareholder committee.

Shareholder committees provide shareholders with forums to channel their views to the board. These committees also give shareholders an opportunity to discuss issues relevant to their investments in corporations.


SP-INDEPENDENT BOARD CHAIRMAN ISSUE CODE 2214

Vote AGAINST a shareholder proposal asking that the chairman of the board of directors be chosen from among the ranks of the non-employee directors.


The directors owe a fiduciary duty to shareholders to enhance the long-term value of the corporation. The board of directors is in the best position to assess the corporation's needs and to create the best possible structure of the company's management. The requirement for an independent chairman would add an unnecessary layer of bureaucracy to the management of the company and could dilute the power of the CEO to provide effective leadership. The board should be able to turn to a non-employee chairman when the circumstances dictate, such as an unexpected vacancy or a transitional period. But arbitrarily forcing a split of the jobs of CEO and chairman of the board may not be in the best interest of the corporation.


SP-LEAD DIRECTOR ISSUE CODE 2215

Vote FOR a shareholder proposal asking that a lead director be chosen from among the ranks of the non-employee directors.

The directors are elected to oversee the corporation on behalf of the owners--the shareholders. A lead director can act as an independent conduit of communication to the board and often is encouraged when the CEO also holds the board chair position. A lead director would be responsible for coordinating the non-employee director's evaluation of the board's performance and the contribution of each board member. Implementation of this proposal would establish a formal structure to promote an active role by independent directors on the board.


SP-ADOPT CUMULATIVE VOTING ISSUE CODE 2220

Vote AGAINST a shareholder proposal calling for the adoption of cumulative voting.

Cumulative voting may give minority shareholders too much voting control and may divide the board into conflicting special interests, undermining the board's ability to work in the best interests of all shareholders.


SP-REQUIRE NOMINEE STATEMENT IN PROXY ISSUE CODE 2230

Vote AGAINST a shareholder proposal to require directors to place a statement of candidacy in the proxy statement.

The board is best qualified to select the nominees for the board. Directors are usually selected after a search process that includes personal interviews and background checks. The company should only be required to comply with the Securities and Exchange Commission's disclosure requirements for each nominee and the implementation of this proposal would put the company at a competitive disadvantage. Forcing directors to comply with any further requirements may discourage qualified individuals from serving on the board.



SP-DOUBLE BOARD NOMINEES ISSUE CODE 2231

Vote AGAINST a shareholder proposal to nominate two director candidates for each open board seat.

This type of election system would create a political environment in which nominees compete with each other for the available board seats. The appropriate role of the directors is to present shareholders with a slate of director candidates who are most qualified and who are ready, willing and able to oversee the management of a company's affairs. The implementation of this proposal would make the recruitment of potential directors more difficult and would preclude the board from fulfilling its fiduciary responsibility of advising shareholders on matters in which they are asked to vote.


SP-DIRECTOR LIABLILITY ISSUE CODE 2240

Vote FOR a shareholder proposal to make directors liable for acts or omissions that constitutes a breach of fiduciary care resulting from a director's gross negligence and/or willful neglect.

Directors' business decisions while serving on a board can involve serious consequences. Their conduct can have a large impact, financially and otherwise, on the welfare of a company and its shareholders. Increasing directors' personal accountability for their actions on the board will encourage directors to uphold their fiduciary duties in making these business decisions. This will cause directors to conduct themselves with increased diligence, and will help prevent corruption and negligence among the board.


SP-REPEAL CLASSIFIED BOARD ISSUE CODE 2300

Vote FOR a shareholder proposal to repeal a classified board.

Classified boards may serve to entrench management. Since only a minority of the directors stand for election each year, shareholders do not have the ability to out any other directors who may be acting in a fashion that is against the interests of shareholders.


SP-REDEEM OR VOTE ON POISON PILL ISSUE CODE 2310

Vote  FOR a  shareholder  proposal  asking  the  board  to  redeem  or to  allow
shareholders to vote on a poison pill/shareholder rights plan.

Poison pill plans go to the heart of who owns the company - shareholders  or the
board.  Poison  pills  take  decisions  on  mergers  and  tender  offers  out of

shareholders' hands by providing directors virtual veto power over an offer. They strip shareholders of their basic right to decide when, to whom and upon what terms to sell their shares. Poison pill plans may harm shareholder value, and can entrench management by deterring stock acquisition offers that are not favored by the board of directors. Instead of fostering negotiations, poison pill plans are designed to discourage or thwart offers before they are ever made. This results in management entrenchment to the detriment of shareholders.


Pill plans may tend to depress stock price and promote poor corporate performance. Several studies and other analyses point to a drop in share value at the time of the adoption of a rights plan. Shareholders, not the directors, are best qualified to determine when and for what price they will sell their shares.


SP-ELIMINATE SUPERMAJORITY PROVISION ISSUE CODE 2320

Vote FOR a shareholder proposal that seeks to eliminate supermajority vote requirements.

Supermajority vote provisions may stifle bidder interest in the company altogether and thereby devalue the stock. Supermajority requirements are often set so high that they discourage tender offers altogether. They may also make it nearly impossible for shareholders to amend anti-takeover provisions contained in charters or bylaws. Some economic studies have shown slight negative stock price effects on the adoption of supermajority vote provisions.


SP-REDUCE SUPERMAJORITY PROVISION ISSUE CODE 2321

Vote FOR a shareholder proposal that seeks to reduce supermajority vote requirements.

Supermajority vote provisions may stifle bidder interest in the company altogether and thereby devalue the stock. Supermajority requirements are often set so high that they discourage tender offers altogether. They may also make it nearly impossible for shareholders to amend anti-takeover provisions contained in charters or bylaws. Some economic studies have shown slight negative stock price effects on the adoption of supermajority vote provisions.


SP-REPEAL FAIR PRICE PROVISION ISSUE CODE 2324

Vote AGAINST a shareholder proposal that seeks to repeal fair price provisions.

Fair price provisions help guard against two-tiered tender offers in which a raider offers a substantially higher cash bid for an initial and often controlling stake in a company and then offers a lower price for the remaining shares. The coercive pressures associated with such an offer may force shareholders to tender before they have considered all relevant facts. These provisions guarantee an equal price for all shareholders.


SP-RESTORE RIGHT TO CALL A SPECIAL MEETING ISSUE CODE 2325

Vote FOR a shareholder proposal to restore shareholders' right to call a special meeting.

The ability of shareholders to call a special meeting is an important right. Without the right, shareholders may have to wait for the annual meeting to take action. Such delays may not be in the best interest of shareholders. Shareholders should have access to procedures that permit them, the owners of the corporation, to bring special circumstances to the attention of the other


owners. Limitations on shareholder actions can entrench management, render a corporation less attractive as a takeover candidate and give management a decided advantage in a takeover.


SP-RESTORE RIGHT TO ACT BY WRITTEN CONSENT ISSUE CODE 2326

Vote FOR a shareholder proposal to restore shareholders' right to act by written consents.

Written consent allows shareholders to initiate actions without calling a special meeting or waiting until the annual meeting.

Shareholders should have access to procedures that permit them, the owners of the corporation, to bring special circumstances to the attention of the other owners. Limitations on shareholder actions can entrench management, render a corporation less attractive as a takeover candidate and give management a decided advantage in a takeover.


SP-PROHIBIT TARGETED SHARE PLACEMENT ISSUE CODE 2330

Vote AGAINST a shareholder proposal to limit the board's discretion to issue targeted share placements or to require shareholder approval before such block placements can be made.

The corporation's management team, subject to the review of the board of directors, is responsible for the company's day-to-day operations and strategic planning. As a result, it is best suited to judge the corporation's current and future requirements for raising additional capital. Targeted share placements are less expensive to execute than issuing stock, do not require the high interest rate of traditional debt and can be structured to benefit a limited number of parties. Placing limits on the ability of management and the board to issue blocks of preferred stock to fund the corporation's current operations and future growth is unnecessary and may reduce the corporation's ability to meet its capital needs.


SP-OPT OUT OF STATE TAKEOVER STATUTE ISSUE CODE 2341

Vote CASE-BY-CASE on a shareholder proposal seeking to force the company to opt out of a state anti-takeover statutory provision.


SP-REINCORPORATION ISSUE CODE 2342

Vote AGAINST a shareholder proposal to reincorporate the company in another state.

The board is best qualified to determine the state regulatory environment that is best suited to the company's needs. The board must have the flexibility to take advantage of the appropriate statutory structure that it believes offers it the flexibility to respond to real or perceived threats to the corporation and its shareholders. Economic studies on state anti-takeover statutes have yielded mixed results. Some studies have found that the adoption of state laws has no


significant impact on share value. As a result,  there is no clear evidence that
the  adoption of  anti-takeover  statutes  affect  share value or that such laws
deter takeovers.


SP-ADOPT ANTI-GREENMAIL PROVISION ISSUE CODE 2350

Vote FOR a shareholder proposal to limit greenmail payments.

Greenmail is the name given to certain discriminatory share repurchases. Typically, it refers to a payment that a raider receives from a company in exchange for the raider's shares and a guarantee to terminate a takeover bid. This payment is usually a premium above the market price, so while greenmail can ensure the continued independence of a company, it discriminates against the other stockholders. Buying out the shares of one owner at a price not available to others is unfair. The payment of greenmail may also have an adverse effect on corporate image, among both business associates and consumers. Some economic studies show that greenmail devalues a company's stock price.


RESTRICT EXECUTIVE COMPENSATION ISSUE CODE 2400

Vote AGAINST a shareholder proposal to restrict executive compensation.

Compensation packages may serve to align executive and shareholder interests. Shareholders should not seek to micromanage the board's executive compensation systems, and should defer to the judgment of the board in these matters.

Vote AGAINST a shareholder proposal to restrict executive compensation IF the proposal attempts to limit executive pay without linking compensation to a financial performance measure.

Executive pay levels can be excessive, which becomes a particular concern when pay levels are not tied sufficiently to financial performance. Linking pay to performance is a key issue for shareholder value, and proposals urging such a link merit support.


SP-DISCLOSE EXECUTIVE COMPENSATION ISSUE CODE 2401

Vote AGAINST a shareholder proposal to enhance the disclosure of executive compensation.

In 1992, the Securities and Exchange Commission amended the proxy statement disclosure requirements for executive pay. Disclosure of executive compensation beyond what the SEC requires provides no new meaningful information to shareholders and is unnecessary


SP-RESTRICT DIRECTOR COMPENSATION ISSUE CODE 2402


Vote AGAINST a shareholder proposal to restrict director compensation.

Compensation packages are necessary to attract, motivate and retain qualified directors. Compensation packages may serve to align director and shareholder interests. Shareholders should not seek to micro-manage the board's existing compensation systems, and should defer to the judgment of the board in these matters.


SP-CAP EXECUTIVE PAY ISSUE CODE 2403

Vote AGAINST a shareholder proposal to cap executive pay.

Pay caps are not in the best interests of shareholders. Caps may put a company at a competitive disadvantage by negatively affecting its ability to attract, motivate and retain highly qualified executives. A company using pay caps may risk getting stuck with mediocre managers and losing its best talent to higher paying companies.


SP-PAY DIRECTORS IN STOCK ISSUE CODE 2405

Vote AGAINST a shareholder proposal calling for directors to be paid solely with company stock.

Compensation packages are necessary to attract, motivate and retain qualified directors. Shareholders should not seek to micromanage the board's compensation systems, and should defer to the judgment of the board in determining the proper balance of directors' compensation packages.


SP-APPROVE EXECUTIVE COMPENSATION ISSUE CODE 2406

Vote AGAINST a shareholder proposal calling for shareholder votes on executive pay.

Shareholders do not have the expertise necessary to determine appropriate and competitive pay levels. Directors are elected by shareholders to oversee the management of the company. Shareholders should defer to the judgment of the board in these matters


SP-RESTRICT DIRECTOR PENSIONS ISSUE CODE 2407

Vote FOR a shareholder proposal calling for the termination of director retirement plans.

Retirement benefits for non-employee directors are unnecessary and inappropriate. These plans may create a conflict of interest by encouraging directors to remain on the board for no other reason than to receive retirement benefits. Few companies provide these benefits to shareholders.



SP-REVIEW/REPORT ON/LINK EXECUTIVE PAY TO SOCIAL PERFORMANCE ISSUE CODE 2408

Vote AGAINST shareholder proposals that ask management to review, report on and/or link executive compensation to non-financial criteria, particularly social criteria.

While proposals asking companies to link pay to social performance ostensibly relate to executive compensation, the real intent of the proposal is to change company practices on employee and environmental issues, which fall within the realm of ordinary business matters that should be left to the judgment of managers. Pay should be linked to financial performance, and non-financial criteria can cloud the picture. To the extent that pay should include non-financial criteria, the board should exercise its judgment on appropriate measures, and not be pushed on this issue by shareholders.


SP-NO REPRICING OF UNDERWATER OPTIONS ISSUE CODE 2409

Vote FOR a shareholder resolution seeking shareholder approval to re-price or replace underwater stock options.

Stock options can be very lucrative for employees and are justified because they provide a key element in compensation packages aligning the interest of executives with that of shareholders. However, stock options are valuable only if the stock price increases from the day the option is granted. Programs that allow the company to re-price or replace underwater options (turn in options with exercise prices above the current market value of the stock for new options at or below the market value) eliminate the downside exposure executives face to a fall in the stock's price.


SP-GOLDEN PARACHUTES ISSUE CODE 2414

Vote AGAINST a shareholder proposal calling for a ban or shareholder vote on future golden parachutes.

Golden parachutes, which are severance packages contingent upon a change in control, are in the best interests of shareholders. Since parachutes provide specified benefits, they ensure that executives will continue to devote their time and attention to the business despite the threat of potential job loss due to a change in control. Golden parachutes ensure that executives will not oppose a merger that might be in the shareholders' best interests but may cost the executives their jobs. Even during periods free from takeover threats, golden parachutes are in the best interests of shareholders. They help to attract and retain qualified executives. Golden parachutes have also become a standard component of executive pay packages, so the packages help companies offer competitive compensation packages. In light of these reasons, the board of directors should have the discretion to adopt future golden parachutes.

Vote AGAINST a shareholder proposal calling for a ban or shareholder vote on future golden parachutes IF the highest payout formula of current agreements does not exceed 3 times an executive's salary and bonus.


Even during periods free from takeover threats, golden parachutes, which are severance packages contingent upon a change in control, are frequently in the best interests of shareholders. They help to attract and retain qualified executives. Golden parachutes have become a standard component of executive pay packages, and may be necessary to remain competitive in attracting key executives. While golden parachutes may be in the best interests of shareholders, some may be excessive. Golden parachutes should be opposed if the potential payouts to any of the covered executives exceed the level set forth in this guideline.


SP-AWARD PEFORMANCE BASED STOCK OPTIONS ISSUE CODE 2415

Vote AGAINST a shareholder resolution seeking to award performance-based stock options.

Stock options generally are awarded at the fair market value on the day they are granted. Executives should benefit from any increase in the value of the stock after the option is granted, just as shareholders realize the increased value of their holdings.


SP-EXPENSE STOCK OPTIONS ISSUE CODE 2416

Vote AGAINST a shareholder proposal establishing a policy of expensing the costs of all future stock options issued by the company in the company's annual income statement.

Current accounting rules give companies the choice of reporting stock option expenses annually in the company income statement or as a footnote in the annual report. Most companies report the cost of stock options on a pro-forma basis in a footnote in the annual report, rather than include the option costs in determining operating income.

Companies will likely cut back on option grants if they are considered an expense, which will ultimately hurt rank and file employees. There is no reliable and standard way to calculate the value of options. Current valuation methods, like the Black-Scholes method, were designed to price short-term tradable options and depend on speculative assumptions. In addition, options are not an expense, but rather a cost incurred by shareholders in the form of dilution, which is reflected in the form of lower earnings per share. Current disclosure is sufficient as the costs are already disclosed in the notes to financial statements in the company's 10-K filing


SP-PENSION FUND SURPLUS ISSUE CODE 2417

Vote FOR a shareholder proposal that requests future executive compensation be determined without regard to any pension fund income.

Executive incentive compensation should be determined without regard to any pension fund income, so that the compensation of senior executives will be more closely linked to their performance in managing the business. We believe that using "vapor profits," defined as pension fund earnings, in compensation calculations unfairly boost payouts and awards, and distorts the principle of pay for performance. We believe that only true operating income should be considered in determining executive compensation. This would discourage


companies from using pension accounting to manage their earnings by changing assumptions to boost the amount of pension income that can be factored into operating income. It may also discourage companies from boosting pension income at the expense of employees and retirees by reducing anticipated benefits or withholding improved benefits.


SP-CREATE COMPENSATION COMMITTEE ISSUE CODE 2420

Vote FOR a shareholder proposal to create a compensation committee.

Compensation decisions and policies for executive pay should be made by a committee, and this committee should be composed of directors who are not employed by the company and do not have significant personal or business relationships with the company. This ensures that executive pay decisions are made in the best interests of shareholders by directors who are free from potential conflicts of interest.


SP-HIRE INDEPENDENT COMPENSATION CONSULTANT ISSUE CODE 2421

Vote AGAINST a shareholder proposal to increase the independence of the compensation committee.

Setting an arbitrary standard for the compensation committee is unnecessary and not in the best interests of shareholders. Directors are elected by shareholders to oversee the management of the company, and shareholders should defer to their judgment in establishing the composition and membership of board committees.


SP-INCREAS3E COMPENSATION COMMITTEE INDEPENDENCE ISSUE CODE 2422

Vote AGAINST a shareholder proposal to increase the independence of an audit committee.

The board of directors and management of the company are in the best position to determine a workable, efficient structure for the board of directors. The board should be free to identify the individuals who will best serve the shareholders without being hindered by arbitrary rules. In addition, regulatory rules ensure the independence of these committees. Many factors contribute to a successful and well-run board, including the skills, insights and experiences that are offered by directors classified by many as affiliates. "Independence" is not easily defined.


SP-INCREASE KEY COMMITTEE INDEPENDENCE ISSUE CODE 2501

Vote FOR a shareholder proposal to increase the independence of the board's key committees.


Directors are charged with selecting and monitoring the corporation's management team. The board must be structured to encourage nominations of "independent" directors--individuals who are free of ties to management. The best way to accomplish this is to limit membership on the board's key committees to directors who have no ties to the company other than those relationships created as a result of their service on the board.


SP-DEVELOP/REPORT ON HUMAN RIGHTS POLICY ISSUE CODE 3000

Vote AGAINST shareholder proposals that ask management to develop or report on their human rights policies.

Asking management to develop or promote human rights policies could expose its business in certain countries to political retaliation and loss of market share or government contracts. The promotion of human rights overseas is the responsibility of the citizens and governments of those countries and of international diplomacy. We therefore believe it is inappropriate to ask management to develop or report on human rights policies.


SP-REVIEW OPERATION'S IMPACT ON LOCAL GROUPS ISSUE CODE 3005

Vote AGAINST shareholder proposals that ask management to review or report on its operations' impact

We believe that it is not management's responsibility, but government's, to review, resolve or adjudicate such conflicts.


SP-BURMA-LIMIT OR END OPERATIONS ISSUE CODE 3030

Vote AGAINST shareholder proposals that ask management to cut financial and business ties to Burma's military regime, or to withdraw from or suspend operations in Burma.

The resolution is unnecessary and inappropriate because the question of whether to operate in Burma is an ordinary business decision. Oversight by shareholders (beyond major financial issues that should be discussed in regular corporate reporting) is not appropriate.


SP-BURMA-REVIEW OPERATIONS ISSUE CODE 3031

Vote AGAINST shareholder proposals that ask for a comprehensive report on operations in or contracting from Burma.

The resolution is unnecessary and inappropriate because the question of whether to operate in Burma is an ordinary business decision. Oversight by shareholders (beyond major financial issues that should be discussed in regular corporate reporting) is not appropriate. .



SP-CHINA NO USE OF FORCED LABOR ISSUE CODE 3040

Vote AGAINST a shareholder proposals that ask management to certify that company operations are free of forced labor.

We are satisfied that the company maintains reasonable safeguards against developing relationships with organizations that use forced labor. In addition, the attempt to influence such labor practices could complicate commercial and political relationships that may be important to the company. Thus, the certification proposal is unnecessary.


SP-CHINA ADOPT CODE OF CONDUCT ISSUE CODE 3041

Vote AGAINST shareholder proposals that ask management to implement and/or increase activity on each of the principles of the U.S. Business Principles for Human Rights of Workers in China or of similar codes.

We believe adoption of the code would be inappropriate because U.S. companies should not engage in the internal political affairs of host countries to press for human rights. Moreover, management is in the best position to make decisions about pay and working conditions and environmental management. It is the responsibility of employees, local trade unions and the government--not shareholders--to negotiate and/or regulate appropriate levels of compensation and safety requirements. A fundamental tenet of business is to obey local laws. Should these laws change, we believe management will take the steps necessary to comply with any new regulations.


SP-REVIEW MILITARY CONTRACTING CRITERIA ISSUE CODE 3100

Vote AGAINST shareholder proposals that ask management to develop social, economic and ethical criteria that the company could use to determine the acceptability of military contracts and to govern the execution of the contracts.

The resolution is unnecessary and inappropriate because management, in the course of pursuing its routine business interests, already considers, acts on, and releases information on many of the criteria that are of concern to the resolution's proponents. Requiring management to create and publicize a special set of guidelines to govern the way it arrives at, and implements, decisions regarding its Pentagon contracts would constitute an unnecessary duplication of effort, a distraction and a costly burden on the company.

Moreover, the proponents of the resolution are motivated by political and ideological considerations, which are most appropriately addressed in forums other than corporate proxy statements and annual meetings.


SP-REVIEW ECONOMIC CONVERSION ISSUE CODE 3110


Vote AGAINST shareholder proposals that ask management to create a plan for converting company facilities that are dependent on defense contracts toward production for commercial markets.

Conversion planning and forays by defense contractors into commercial markets historically have resulted in unacceptably high rates of failure. The preferred solution to the displacements posed by downturns in defense spending is to allow market forces to run their course, and to allow management to respond to the changing market environment to the best of its ability, unencumbered by politically motivated requests for information or courses of action forced upon it by outside parties.


SP-REVIEW SPACE WEAPONS ISSUE CODE 3120

Vote AGAINST shareholder proposals that ask management to report on the company's government contracts for the development of ballistic missile defense technologies and related space systems.

Responsibility for deciding whether developing a certain military technology is essential for the nation's defense resides exclusively with the executive and legislative branches of the U.S. government. Defense contractors have an obligation to participate in programs deemed by our elected officials to be in the national interest. Asking a defense contractor to publicly address the issue of its participation in the development of ballistic missile defense technologies and related space systems would involve management in the inappropriate second-guessing of the national security decisions of the nation's elected representatives.

Moreover, shareholders interested in knowing more about corporate participation in the development of ballistic missile defense technologies and related space systems can usually gain a clearer picture of any given company's activities by referring to existing, open sources of information. Preparing a special report on an area that represents a relatively small percentage of the company's total business activities would constitute an unnecessary and costly burden on management.


SP-REVIEW FOREIGN MILLITARY SALES ISSUE CODE 3130

Vote AGAINST shareholder proposals that ask management to report on the company's foreign military sales or foreign offset activities.

Responsibility for deciding whether to sell military equipment to allied nations (and under what terms) resides exclusively with the U.S. government. Asking a defense contractor to publicly address the issue of its foreign military sales would involve management in the inappropriate second-guessing of the foreign policy decisions of the nation's elected representatives. Similarly, we note that offsets have become a necessary component of successful bids, and that U.S. defense contractors must already report to the U.S. government on the terms of their offset agreements. Although they may have some short-term disadvantages, the long-term benefits can include developing business relationships that could lead to valuable technology upgrade contracts in the future. Responsibility for deciding whether to sell military equipment to allied nations--and under what


terms--resides exclusively with the U.S. government, and a definitive U.S. policy is under review according to the terms of the Defense Offsets Disclosure Act of 1999.

Provided that the company is in compliance with U.S. law, it should be allowed to pursue its opportunities in foreign markets as it sees fit. Management is in the best position to determine whether the company's foreign military contracts will yield a positive net income in the short run and maintain or improve its competitive position in the long run. It therefore should be able to go about its business unencumbered by politically motivated requests for information or courses of action forced upon it by outside parties.


SP-LIMIT OR END NUCLEAR WEAPONS PRODUCTION ISSUE CODE 3150

Vote AGAINST shareholder proposals that ask management to limit or end nuclear weapons production.

The company conducts its work on nuclear weapons under contract with the U.S. government and in support of the national security of the United States. We note that since 1991, the governments of the United States, the Soviet Union and its successor states have reached and implemented agreements to reduce their nuclear weapons stockpiles. We also note that the current Bush administration has openly stated that it favors a reduced nuclear arsenal, but that it may need to improve existing nuclear weapons and possibly develop new ones in order to destroy an enemy's biological weapons, chemical weapons or weapons of mass destruction. We believe it is inappropriate for us, as shareholders, to second-guess the national security framework developed by our elected leaders, or management's decision to pursue and implement the contract in line with the company's business interests.


SP-REVIEW NUCLEAR WEAPONS PRODUCTION ISSUE CODE 3151

Vote AGAINST shareholder proposals that ask management to review nuclear weapons production.

The company conducts its work on nuclear weapons under contract with the U.S. government and in support of the national security of the United States. We note that since 1991, the governments of the United States, the Soviet Union and its successor states have reached and implemented agreements to reduce their nuclear weapons stockpiles. We also note that the current Bush administration has openly stated that it favors a reduced nuclear arsenal, but that it may need to improve existing nuclear weapons and possibly develop new ones in order to destroy an enemy's biological weapons, chemical weapons or weapons of mass destruction. We believe it is inappropriate for us, as shareholders, to second-guess the national security framework developed by our elected leaders, or management's decision to pursue and implement the contract in line with the company's business interests.


SP-REVIEW CHARITABLE GIVING POLICY ISSUE CODE 3210


Vote AGAINST shareholder proposals that ask companies to review or disclose their charitable giving policy and programs.

We believe that corporate giving programs can contribute to shareholder value and serve society. Companies tend to focus their charitable giving in the communities where they operate, and they receive good will and improved customer relations from making these contributions. However, we also believe that charitable contributions are routine business decisions that should be made by management, with oversight from the board of directors and auditors. Therefore, asking management to review or report on its charitable giving program constitutes unwarranted shareholder interference in management's routine business decisions, and we will not support such proposals. Management is best positioned to determine how much to give and to whom and how to structure its program.


SP-LIMIT OR END CHARITABLE GIVING ISSUE CODE 3215

Vote AGAINST shareholder proposals to limit or end charitable giving.

We believe that the company's giving program contributes to shareholder value and serves society. Companies tend to focus their charitable giving in the communities where they operate, and they receive good will and improved customer relations from making these contributions. Moreover, companies today are broadly expected to maintain charitable giving programs as part of their overall corporate responsibility. We therefore oppose proposals that ask companies to limit or end their charitable giving


SP-REVIEW POLITICAL SPENDING ISSUE CODE 3220

Vote AGAINST shareholder proposals that ask companies to increase disclosure of political and PAC contributions and activities.

It is up to the board of directors and auditors to ensure oversight of political contributions and any company PACs, which are routine business matters. Moreover, adequate disclosure is required by current federal law, so requested reports (particularly on disclosure of PAC contributions) are unnecessary. Corporations are allowed to participate in the political process under certain rules and restrictions, and efforts to further restrict the corporate role or to require greater disclosure should focus on legislative change.


SP-LIMIT OR END POLITICAL SPENDING ISSUE CODE 3221

Vote AGAINST shareholder proposals that ask companies to limit or end their political contributions.

It is up to the board of directors and auditors to ensure oversight of political contributions, which are routine business matters. Corporations are allowed to participate in the political process under certain rules and restrictions, and efforts to further restrict the corporate role or to require greater disclosure should focus on legislative change.



SPDISCLOSE PRIOR GOVERNMENT SERVICE ISSUE CODE 3222

Vote AGAINST shareholder proposals requesting the disclosure of company executives' prior government service.

Management is in the best position to determine who is best qualified to meet the needs of the company. The proposals are unnecessary, because management follows the disclosure requirements mandated by the Securities and Exchange Commission in the proxy statement, the 10-K and other company reports. We also respect the right of privacy of the individuals who would be a part of this disclosure.


SP-AFFIRM POLITICAL NONPARTISANSHIP ISSUE CODE 3224

Vote AGAINST shareholder proposals requesting affirmation of political nonpartisanship.

These proposals are unnecessary. Federal law allows companies to sponsor and provide administrative support to political action committees, but prohibits direct donations or coerced employee participation. Thus, employees already have recourse to legal action should such coercion occur.


SP-REVIEW TOBACCO MARKETING ISSUE CODE 3300

Vote AGAINST shareholder proposals that ask management to report on or change tobacco product marketing practices.

The regulation of marketing practices is a responsibility of national and local governments as well as the 1998 Master Settlement Agreement, which mandates a series of marketing reforms. Outside of those defined areas of jurisdiction, tobacco companies have rightful discretion over how to market their products. Individual companies should not be asked to report or institute marketing policies that may be addressed through regulatory or legal action. Moreover, management must consider that any actions it takes unilaterally to restrict tobacco product marketing practices, independent of government action or irrespective of local custom, could harm its competitive position if other tobacco companies do not respond in kind. Finally, some may view changes in tobacco product marketing practices as an acknowledgement of past shortcomings, inviting new lawsuits against the companies. We therefore oppose resolutions asking management to report on or change tobacco product marketing practices.


SP- REFRAIN FROM CHALLENGING GOVT LAWS

Vote AGAINST shareholder proposals that ask a company to refrain from challenging legislation, regulations and government studies related to tobacco.


Management is in the best position to decide what actions are needed to ensure the profitable operation of our company. The manufacture, marketing and use of tobacco products is legal in the United States, and it is in our company's best interest to maintain a reputable corporate image in the public eye, and to continue to manufacture and market its products in a free-market economy. For this reason we support a company's right to challenge governmental regulation, legislation and studies related to tobacco. We oppose all proposals that ask a company to give up this right.


SP-SEVER LINKS WITH TOBACCO INSUSTRY ISSUE CODE 3307

Vote AGAINST  shareholder  proposals to sever the company's links to the tobacco
industry.

Management  is  generally  in the best  position  to make  decisions  about what

investments and lines of business are suitable for the company. The manufacture, marketing and use of tobacco and related products are legally sanctioned throughout the world. Any further regulations or restrictions on tobacco business activity are rightly the responsibility of governments, not shareholders. Short of such regulation, reporting on or dissolving ties with the tobacco industry by the company is likely to result in unnecessary expenses and/or loss of revenues and profits, and therefore is not in the company's or the shareholders' interests. We therefore oppose all proposals that ask a company to report on or approve dissolution of links with the tobacco industry.


SP-REVIEW OR REDUCE TOBACCO HARM TO HEALTH ISSUE CODE 3308

Vote AGAINST shareholder proposals to review or reduce tobacco harm to health IF the proposal concerns adoption of a no-smoking policy for a facility or place of business.

The decision to smoke is a personal one and a right protected by law. Some scientific studies suggest smoking may damage the health of non-smokers as well as smokers. In 1993, the U.S. Environmental Protection Agency listed environmental tobacco smoke (ETS) as a class A carcinogen, on a par with asbestos, radon gas and other airborne toxins. However, this ruling has been overturned on court challenges by the tobacco industry.

Though the trend over the last 10 years has been toward adoption of smoking restrictions in workplaces, we believe the decision to smoke is a personal one and should be protected wherever it is not regulated by law. Policies concerning workplace smoking should be based on particular circumstances of a given company, facility or group of employees, and should not be decided by shareholders. For these reasons, we oppose proposals that ask a company to adopt a no-smoking policy for a facility or place of business.


SP-REVIEW OR PROMOTE ANIMAL WELFARE ISSUE CODE 3320

Vote AGAINST shareholder proposals that ask management to review or promote animal welfare.


Government regulation is the most appropriate mechanism for ensuring that farm and laboratory animals are treated humanely, protecting human health. Product testing and maintaining a properly run chain of supply for food animals used for company products also are quintessentially ordinary business matters that are most properly the purview of management.

Suggesting additional levels of management oversight for animal welfare at farms that produce animals used for company products would be burdensome and expensive. The company can have little control over conditions at its food suppliers, beyond insisting that legal standards for animal welfare and sanitation are met.

Companies at times must use animal tests to ensure product safety; the science is simply not yet there to allow for the complete replacement of all animal tests. In addition, no animal tests may be more expensive, and federal law still encourages many animal safety tests, as do foreign governments. At any rate, companies generally use the lowest possible number of animals in product safety tests, exhausting all alternatives before turning to animals; animal use has fallen substantially as a result. Any requested reports might well be misused by animal protection groups to further attack the company on other related grounds.


SP-REVIEW DRUG PRICING OR DISTRIBUTION ISSUE CODE 3340

Vote AGAINST shareholder proposals that ask companies to report or take action on pharmaceutical drug pricing or distribution.

Pricing policy is a quintessential ordinary business issue that should not be brought to shareholders. Further, price restraint policy is a bad business idea because it would tie the hands of management, which needs to be as flexible as possible in hostile market conditions. Adopting a price restraint policy would threaten research and development investments, which are the lifeblood of the industry. It is also not in the best interest of fiduciaries to lobby for price restraint, which could lower profit margins for the company and its shareholders. Further, to adopt a price restraint policy unilaterally would put the company at a competitive disadvantage compared with other firms in the industry that do not have a similar policy.

Reports on how the company prices its products are unnecessary because this is an ordinary business matter that is properly only the purview of management. A report also might reveal information that competitors could use to undercut the company, something we particularly cannot afford in today's difficult business climate. Information on pricing policy also might be misused by industry critics, who have a long record of twisting reports to suit their own political agenda; this is a risk we cannot afford given the U.S. health care debate, possible domestic price constraints imposed by government, and tricky questions of international markets.

We therefore vote against all proposals asking for drug price restraint or disclosure.


SP-OPPOSE EMBRYO/FETAL DESTRUCTION ISSUE CODE 3350


Vote AGAINST shareholder proposals that ask companies to take action on embryo or fetal destruction.

This is an ordinary business decision.


SP-REVIEW NUCLEAR FACILITY/WAST ISSUE CODE 3400

Vote AGAINST shareholder proposals that ask companies to review or report on nuclear facilities or nuclear waste.

The nuclear power industry is closely regulated in the United States. The U.S. National Regulatory Commission, which has oversight responsibility for both commercial nuclear reactors and research reactors, annually conducts about 2,000 inspections of nuclear material licensees. These inspections cover areas such as training of personnel who use materials, radiation protection programs and security of nuclear materials. The NRC also requires reactor operators to have defenses against commando attack by several skilled attackers and to conduct background checks on employees. Moreover, the NRC posts quarterly updates, on its website, of its assessments of every nuclear plant operating in the United States.

Given the regulatory oversight that already exists and detailed assessment reports that are already available to the public, we believe that proposals that ask companies to issue special reports or conduct special reviews for their shareholders on their nuclear operations are redundant and an unjustifiable drain on company resources


SP-REVIEW ENERGY EFFICIENCY & RENEWABLES ISSUE CODE 3410

Vote AGAINST shareholder proposals that ask companies to reduce their reliance on nuclear and fossil fuels, to develop or use solar and wind power, or to promote energy efficiency, or to review or report these issues.

We believe that decisions about the level or mix of energy to use or develop are business strategy matters best left to management to make in response to regulatory requirements, technological developments, and supply and demand. We note that U.S. government agencies such as the Nuclear Regulatory Commission and the Environmental Protection Agency already impose certain restrictions on energy producers to protect environmental and human health. Achieving energy efficiency gains or installing renewable technologies almost always entails added capital investments and expenses. If cost-effective ways of reducing energy use are available, one can assume the company already is exploiting such opportunities, because it is in its financial interest to do so. Similarly, if a company is not using or purchasing renewable energy, one can assume that no cost-effective sites or purchasing options are available.

The costs of regulatory compliance, plus the price signals generated by energy supply and demand, generate sufficient information to management for it to determine which energy path is most cost-effective, making special reviews and reports to shareholders unnecessary. Therefore, we oppose all proposals that ask


management to report on or increase energy efficiency or to report, use or develop wind and solar power.


SP-ENDORSE CERES PRINCIPLES ISSUE CODE 3420

Vote FOR shareholder proposals that ask management to endorse the Ceres principles.

Virtually all corporations affect the environment and have a responsibility to protect it. With costs of environmental compliance rising, companies that pay close attention to the environment are in a better position to control these costs and maintain their profitability. In addition, a strong environmental focus may lead to product innovations that fulfill growing demand for environmentally sound products and services.

The Ceres principles, as a broad statement of environmental policy, encourage companies to take a pro-active approach in managing their environmental affairs. While the principles are generic, and meant to apply to all industries, companies may tailor them to suit their own circumstances. Major corporations such as BankAmerica, Coca-Cola, General Motors, Nike and Northeast Utilities have endorsed the Ceres principles yet maintain their own company-specific set of environmental principles as well.

Some investors and consumers are skeptical of claims made by corporations about their commitments to protect the environment. A company that endorses the Ceres principles and completes the Ceres Report form may bolster its public standing -- and thus its economic well-being -- by sharing information with its stakeholders: investors, employees, neighboring communities and consumers. An endorsing company may also find that interaction with environmental and investor groups that belong to Ceres constitutes a low-cost sounding board or consultant for its environmental affairs.

One final economic consideration is that companies implementing environmental compliance monitoring and self-audit programs tend to fare better in enforcement proceedings than companies that do not, according to Environmental Protection Agency and Department of Justice guidelines. Companies that promptly report and fully remedy compliance violations are less likely to face criminal penalties (although civil actions remain an enforcement option). Endorsing the Ceres principles and completing the Ceres Report may augment such a disclosure process. Moreover, information disclosed to the public in the Ceres Report may bring corporations one step closer toward standardized, accountable measures of environmental performance, which will aid investors in making future investment decisions.


SP-CONTROL GENERATION OF POLLUTANTS ISSUE CODE 3422

Vote AGAINST  shareholder  proposals that ask management to control emissions of
pollutants.

Emission  of  pollutants  is an  inevitable  consequence  of most  manufacturing

processes. The authority to restrict these emissions is properly vested in the government and should not be usurped by shareholders. Concerned shareholders have an opportunity to take part in the public rulemaking process, just as


corporations do. It is not appropriate for them to use the shareholder resolution process as a platform for their ideas.

Moreover, controlling emissions of pollutants usually entails added capital investments and expenses. If cost-effective ways of controlling emissions are available, one can assume that the company already is exploiting such opportunities, because it is in its financial interest to do so. If the company is not controlling emissions to the extent desired by the proponent, it may be because such controls would be costly to implement, provide little added benefit to the environment and/or adversely affect the company's competitive position.


SP-REPORT ON ENVIORNMENTAL IMPACT OR PLANS ISSUE CODE 3423

Vote AGAINST shareholder proposals that ask companies to report on their environment impact or plans.

Industry and government have responded to the public's desire for information on corporate environmental impacts and plans. The 1969 National Environmental Policy Act requires companies to issue environmental impact assessments for major domestic projects. Congress has also passed several important right-to-know laws to compel disclosure of Material Safety Data Sheets and other environment, health and safety information to employees and neighbors of manufacturing plants. In addition, many companies have set up Community Advisory Panels in communities where their plants are located. Now it is even commonplace for large industrial companies to issue stand-alone annual environmental reports outlining their progress on major environmental initiatives.

Therefore, we believe shareholder requests for additional information on corporate environmental impacts or plans are already addressed in a number of government regulations and industry programs, making further communication and information exchanges duplicative and unnecessary. At the same time, a willingness to respond to such requests could lead to a costly and open-ended process with opponents of the company's operations and/or development plans. Their ultimate desire may be to generate negative publicity and introduce opposing views in the company's decision making process that results in costly and perhaps unwarranted changes in project development plans. As shareholders, it is not prudent to invite such risks by encouraging communication and disclosure beyond that required by law.


SP-REPORT OR TAKE ACTION ON CLIMATE CHANGE ISSUE CODE 3425

Vote AGAINST shareholder proposals that ask management to report or take action on climate change.

We believe major uncertainties remain about climate change and the appropriateness of policies to address it. In 2001, President George W. Bush withdrew U.S. support of the Kyoto Protocol, an international treaty that sets


targets and timetables to reduce greenhouse gas emissions in industrialized countries. Most U.S. companies support the President's move.

We believe it is not appropriate or in shareholders' best interests to ask management to report or take action on climate change unilaterally. Moreover, estimating the potential costs, benefits and liabilities of addressing climate change is highly uncertain in light of the remaining scientific, political and legislative uncertainties. Concerned shareholders have other opportunities to take part in the public debate over global warming and should not use the shareholder resolution process as a platform for their views. Management is vested with responsibility to take action when it is in the financial interest of the company to do so -- and to report to shareholders when and if it determines that developments may materially affect the company. Accordingly, there is no need for shareholders to make this special request of management.


REVIEW OR CURB BIOENGINEERING ISSUE CODE 3430

Vote AGAINST shareholder proposals that ask management to report on, label or restrict sales of bioengineered products.

There are no substantive differences between foods made with ingredients from genetically modified plants and foods from plants that have been conventionally bred. The introduction of a single gene into a plant is a natural improvement on the plant crossbreeding that began with the domestication of wild grain. Scientists have been studying genetic modification for decades and the U.S. government reviews new genetically modified plants to ensure that they do not pose a threat to humans or the environment. The genetically modified plants currently being grown benefit the environment and farmers by increasing crop yields and reducing the amount of pesticides required. Rice that has been genetically modified to contain Vitamin A is already available in countries where a lack of that vitamin kills and blinds hundreds of thousands of children each year; in the future genetic modification may lead to plants that contain other nutrients, allowing people worldwide to lead longer and healthier lives. A significant backlash against genetic modification could impede this life-saving scientific progress.

A substantial percentage of farmers prefer to grow genetically modified crops--in 2001, 63 percent of all soybeans and 24 percent of all corn grown in the United States were genetically modified varieties. Corn and soybeans are used for ingredients including cooking oils, sweeteners and starches, and are therefore present in the vast majority of foods. In many cases, however, the genetic modification affects only a plant's leaves, which are not eaten and are therefore absent from food products made from the plant. Many grain dealers mix modified and non-modified crops, so raw agricultural materials available in the open market are assumed to contain some genetically modified materials unless they have been certified otherwise. These certified agricultural products are more expensive, and quantities large enough for all of a major food manufacturer's products may be difficult to obtain.


Labeling of foods made from genetically modified plants, as some resolutions request, would put companies at a serious competitive disadvantage. At present, the only foods including information on genetic modification on their labels are made by companies that do not use genetically modified plants. A label simply stating that a food was made from genetically modified plant materials might cause consumers to buy the product of a competitor that also used genetically modified plants, but did not say so on the package label. FDA's current labeling requirements do not leave sufficient room on many packages to explain to consumers that genetically modified plants are safe to eat and may help the environment.


SP-PRESERVE/REPORT ON NATURAL HABITAT ISSUE CODE 3440

Vote AGAINST shareholder proposals that ask companies to preserve natural habitat.

We believe that decisions on preserving open space and wilderness areas are the purview of government policymakers at local, regional and national levels. Companies should be free to make investments and site facilities wherever such land use is not barred by laws or regulation. For shareholders to impose further restrictions on management's investment, exploration and development options could put the company at a competitive disadvantage and harm shareholder value.


SP-REVIEW DEVELOPING COUNTRY DEBT ISSUE CODE 3500

Vote AGAINST shareholder proposals asking companies to review their developing country debt and lending criteria and to report to shareholders on their findings.

We believe that risk management policies and procedures are best left to management's discretion and that it is inappropriate for shareholders to request that management report on its criteria for lending to developing and/or emerging market economies


SP-REVIEW SOCIAL IMPACT OF FINANCIAL VENTURES ISSUE CODE 3503

Vote AGAINST shareholder proposals that request companies to assess the environmental, public health, human rights, labor rights or other socio-economic impacts of their credit decisions.

We feel it is the responsibility of members of local civil society and governments--not shareholders--to determine what kinds of development projects and lending activities are appropriate. A fundamental tenet of business is to obey local laws. Should these laws change, we believe management will take the steps necessary to comply with any new regulations; however, we do not think the shareholder resolution process should be used to raise issues that are more appropriately dealt with by government regulators. In addition, reports on the subject could distract management or attract unwanted scrutiny of the company's practices and only serve to support arguments that commercial banks should incorporate social or environmental criteria into decisions on loans.



SP-REVIEW FAIR LENDING POLICY ISSUE CODE 3520

Vote AGAINST shareholder proposals requesting reports and/or reviews of plans and/or policies on fair lending practices.

Beyond assessments based on creditworthiness, risk and other financial matters, we feel it is the responsibility of governments--not shareholders--to establish regulations on lending. Several laws already bar various discriminatory or predatory lending practices. These include the Community Reinvestment Act, which obligates banks to meet the credit and deposit needs of all the communities in which they are chartered, and the three major laws that protect consumers in the mortgage-lending arena: the Truth in Lending Act (TILA), the Real Estate Settlement Procedures Act (RESPA) and the Home Ownership and Equity Protection Act (HOEPA). A fundamental tenet of business is to obey local laws. Should these laws change, we believe management will take the steps necessary to comply with any new regulations; however, we do not think the shareholder resolution process should be used to raise issues that are more appropriately dealt with by government regulators.


SP-REVIEW PLANT CLOSINGS ISSUE CODE 3600

Vote AGAINST shareholder proposals that ask companies to establish committees to consider issues related to facilities closure and relocation of work.

The proposed committee is an unnecessary distraction for board members, and inappropriately involves employees and outside community representatives in decisions about plant closings and relocation of work. These decisions should be made by management and the board based on their analysis of what is in the best interest of the company and its shareholders. With rapid technological and other changes leading to rapid changes in production and employment, it is important that management have a free hand to respond quickly to new opportunities. The proposed committee could hamper management in making appropriate investment decisions.


SP-REPORT ON EEO ISSUE CODE 3610

Vote FOR shareholder proposals that ask management to report on the company's affirmative action policies and programs, including releasing its EEO-1 forms and providing statistical data on specific positions within the company.

Equal employment opportunity is an appropriate area of concern for shareholders. Effective equal employment opportunity policy provides a company with two significant economic benefits: the avoidance of costly settlement or fines for violating federal discrimination laws and potentially increased earnings from a diverse work force able to compete in an increasingly global marketplace.

An independent, overall assessment of a company's equal employment opportunity programs and policies is beneficial, yet obtaining information from the government about a company's work force can be time-consuming or costly. Moreover, such information is not available in all instances. If a company is not a federal contractor or has not been involved in litigation, its EEO-1


reports are not available from the government, and even if it is the Department of Labor also may decline to release its EEO-1 reports. Furthermore, the company itself is the only source of some information, such as a summary of its affirmative action programs and policies and data on specific job categories that are more narrowly defined than in the EEO-1 reports. Because of federal reporting requirements, the costs to companies of complying with shareholder resolutions requesting EEO reporting are relatively small.

More disclosure from management to shareholders on affirmative action programs is generally desirable. We believe that reporting to shareholders on affirmative action keeps the issue high on a company's agenda, reaffirms a commitment to equal employment opportunity, and bolsters its standing with employees and the public and thus its economic well-being.

Vote AGAINST shareholder proposals that ask management to report on the company's affirmative action policies and programs IF the company's EEO-1 reports and compliance record indicate it has an average or above-average employment record.

While a company's willingness to disclose its EEO-1 reports is a significant factor, a company's record in the area of affirmative action is ultimately the criterion by which it should be judged. If the representation of women and minorities in a company's work force is below the industry average, particularly in upper-tier job categories, it would be helpful for the company to provide supplemental or interpretive data explaining the company's particular challenges in meeting its affirmative action goals. Shareholders also would find a summary of the company's affirmative action program helpful in assessing management's efforts to recruit and retain women and minorities. Similar explanatory data would provide little benefit to shareholders of a company that has an average or above-average employment record, because its record suggests it already is addressing affirmative action issues in a satisfactory manner.


SP-DROP SEXUAL ORIENTATION FROM EEO POLICY ISSU CODE 3614

Vote AGAINST shareholder proposals that ask management to drop sexual orientation from EEO policy.

An explicit company ban on anti-gay discrimination is the most important step a company can take to deter anti-gay harassment and discrimination in its workplace. In the absence of a federal prohibition on discrimination based on sexual orientation, gay and lesbian employees are dependent on local laws and corporate policies for protection. Only 12 states and fewer than 150 cities and counties have adopted laws barring sexual orientation discrimination in private employment. Furthermore, being dependent on local laws can hamper an employee's ability to transfer within a company or to take advantage of other job opportunities.

Equal employment for lesbians and gay men is a financial as well as a legal issue for corporations. Barring discrimination based on sexual orientation is essential to recruiting and retaining talented gay employees; nearly 60 percent of the companies in the Fortune 500 have such a policy in place. Companies that ignore equal protection also will open themselves to eventual litigation, as


well as adverse publicity. The company would likely become the target of gay groups if it were to drop the reference to sexual orientation.

Another rationale to vote against this proposal is that equal employment opportunity practices are ordinary business matters that are up to management to decide.


SP-ADOPT SEXUAL ORIENTATION ANTI-BIAS POLICY ISSUE CODE 3615

Vote AGAINST shareholder proposals that ask management to adopt a sexual orientation non-discrimination policy.

Equal employment opportunity practices are ordinary business matters that are up to management to decide. Moreover, nearly every company has a corporate-wide non-discrimination statement designed to prohibit harassment or discrimination on any basis in its workplace. Such policies are sufficient; references to specific groups of people should be limited to classes protected under federal legislation, such as racial minorities or women. Listing additional groups in non-discrimination policies would divert attention from the basic need for a workplace free of harassment and employment discrimination and would open the door for other groups to request specific mention as well. The company also could become the target of adverse publicity from conservative groups if it were to adopt such a policy.


SP-REVIEW MEXICAN WORK FORCE CONDITIONS ISSUE CODE 3621

Vote AGAINST shareholder proposals that ask management to report on or review Mexican operations.

Management is in the best position to make decisions about pay, working conditions and environmental protection procedures. It is the responsibility of employees, local trade unions and the government--not shareholders--to negotiate and/or regulate appropriate levels of compensation and safety requirements. Mexican law defines the environmental precautions that companies must follow, and a fundamental tenet of business is to obey local laws. Should these laws change, we believe management will take the steps necessary to comply with any new regulations; however, we do not think the shareholder resolution process should be used to raise environmental issues that are more appropriately dealt with by government regulators. A review or report to shareholders on Mexican operations also could hamper management's handling of those operations and produce unnecessary scrutiny of its activities. We therefore vote against resolutions asking companies to review or report on Mexican operations.


SP-ADOPT STANDARDS FOR MEXICAN OPERATION ISSUE CODE 3622

Vote AGAINST shareholder proposals that ask management to adopt standards for Mexican operations.

This is an ordinary business decision.



SP-REVIEW OR IMPLEMENT MACBRIDE PRINCIPLES ISSUE CODE 3630

Vote AGAINST shareholder proposals that ask management to review or implement the MacBride principles.

Matters relating to the conduct of corporate activity in a foreign country generally should be determined by the government of that country. Moreover, we are satisfied that Northern Ireland's fair employment laws provide reasonable safeguards against discrimination, and there is no reason to ask the company to implement the MacBride principles. Management should not be hamstrung in implementing policy in this sensitive area by broad-stroke requirements placed on management by shareholders. The practical meaning of the MacBride principles is not clear, and we have reservations about the wording of some of the principles. Thus, the MacBride code at best is unnecessary and at worst is counterproductive.


SP-URGE MACBRIDE ON CONTRACTOR/FRANCHISEE ISSUE CODE 3632

Vote AGAINST shareholder proposals that ask companies to encourage their contractors and franchisees to implement the MacBride principles.

We believe that companies whose presence in Northern Ireland is through franchises or subcontractors have limited control over the fair employment policies and practices of these businesses. Attempts to influence those policies could complicate commercial relationships that may be important to the company. Thus, we do not believe the company should try to get those with whom it does business in Northern Ireland to implement the MacBride principles. This position is reinforced by our view that matters relating to the conduct of corporate activity in a foreign country generally should be determined by the government of that country. Moreover, we are satisfied that Northern Ireland's fair employment law provides reasonable safeguards against discrimination. Contractors and franchisees should not be hamstrung in implementing policy in this sensitive area by broad-stroke principles urged on them by the company's shareholders.


SP-REVIEW GLOBAL LABOR PRACTICES ISSUE CODE 3680

Vote AGAINST shareholder proposals that ask management to report on or review their global labor practices or those of their contractors.

Management is in the best position to make decisions about pay and working conditions and environmental management. It is the responsibility of employees, local trade unions and governments--not shareholders--to negotiate and/or regulate appropriate levels of compensation and safety requirements. A fundamental tenet of business is to obey local laws. Should these laws change, we believe management will take the steps necessary to comply with any new regulations; however, we do not think the shareholder resolution process should be used to raise issues that are more appropriately dealt with by government regulators. A review or report to shareholders on company and contractor labor practices also could hamper management's handling of those operations and


produce unnecessary scrutiny of its activities. We therefore vote against resolutions asking companies to review or report on labor standards.


SP-MONITOR/ADOPT ILO CONVENTIONS ISSUE CODE 3681

Vote AGAINST shareholder proposals that ask management to adopt, implement or enforce a global workplace code of conduct based on the International Labor Organization's (ILO) core labor conventions.

Management is in the best position to make decisions about workplace rules. It is the responsibility of employees, local trade unions and governments--not shareholders--to negotiate and/or regulate appropriate levels of compensation and safety requirements. A fundamental tenet of business is to obey local laws. Should these laws change, we believe management will take the steps necessary to comply with any new regulations; however, we do not think the shareholder resolution process should be used to raise issues that are more appropriately dealt with by government regulators.

Moreover, a code based on the ILO's core conventions may conflict with local government laws and therefore pose obstacles for enforcement, such as guaranteeing freedom of association for workers at supplier or company-owned facilities located in China. In addition, such a policy might undermine business models based on flexible supply chains, since enforcing a code would require time-consuming inspections and might limit the number of suppliers available at any given time to produce products, causing profits to drop and shareholder returns to diminish. We therefore vote against resolutions asking companies to enforce core ILO conventions.


SP-REPORT ON SUSTAINABILITY ISSUE CODE 3700

Always vote AGAINST shareholder proposals requesting reports on sustainability.

Companies operating in the United States are already required to report extensively on financial, materially significant environmental matters, diversity policy and other issues that relate to sustainability. With regard to environmental reporting, the 1969 National Environmental Policy Act requires companies to issue environmental impact assessments for major domestic projects. Congress has also passed several important right-to-know laws to compel disclosure of Material Safety Data Sheets and other environment, health and safety information to employees and neighbors of manufacturing plants. Major U.S. employers are also required to report to the government on their workforce, by race and sex, in each of nine major job categories, and, if they are federal contractors, to issue affirmative action plans. There are many more example of U.S. corporate reporting requirements on social and environmental issues.

Therefore, we believe shareholder requests for additional information on sustainability issues are duplicative and unnecessary. Further disclosure is not necessarily beneficial to a company, largely because it would not be able to completely control the process by which its information would be evaluated. Inappropriate comparisons with other companies or across industries could lead to adverse publicity, unwarranted litigation or shareholder divestment. Preparing explanatory data to aid interpretation of the information would be


time-consuming. As shareholders, it is not prudent to invite such risks by encouraging communication and disclosure beyond that required by law.



Legg Mason Capital Management, Inc.

Proxy
Principles and
Procedures

OVERVIEW
Legg Mason Capital Management, Inc. (LMCM) has implemented the following principles and procedures for voting proxies on behalf of advisory clients. These principles and procedures are reasonably designed to ensure LMCM exercises its voting responsibilities to serve the best interests of its clients and in compliance with applicable laws and regulations. LMCM assumes responsibility and authority for voting proxies for all clients, unless such responsibility and authority has been expressly retained by the client or delegated by the client to others. For each proxy vote LMCM takes into consideration its duty to its clients and all other relevant facts available to LMCM at the time of the vote. Therefore, while these guidelines provide a framework for voting, votes are ultimately cast on a case-by-case basis. LMCM employs the same proxy principles and procedures for all funds for which it has voting responsibility.

PRINCIPLES
Proxy voting is a valuable right of company shareholders. Through the voting mechanism, shareholders are able to protect and promote their interests by communicating views directly to the company's Board of Directors (Board), as well as exercising their right to grant or withhold approval for actions proposed by the Board or company management. LMCM believes the interests of shareholders are best served by the following principles when considering proxy proposals:

Preserve and expand the power of shareholders in areas of corporate governance - Equity shareholders are owners of the business - company boards and management teams are ultimately accountable to them. LMCM supports policies, plans and structures that promote accountability of the Board and management to owners, and align the interests of the Board and management with owners. Examples include: annual election of all Board members, cumulative voting, and incentive plans that are contingent on delivering value to shareholders. LMCM opposes proposals that reduce accountability or misalign interests, including but not limited to classified boards, poison pills, and incentives that are not linked to owner returns.

Allow responsible management teams to run the business - LMCM supports policies, plans and structures that give management teams appropriate latitude to run the business in the way that is most likely to maximize value for owners. Conversely, LMCM opposes proposals that limit management's ability to do this. LMCM generally opposes proposals that seek to place restrictions on management in order to promote political, religious or social agendas.

Please see LMCM's proxy voting guidelines, which are attached as Schedule A, for more details.


PROCEDURES

Oversight
LMCM's Chief Investment Officer (CIO) has full authority to determine LMCM's proxy voting principles and vote proxies on behalf of LMCM's clients. The Chief Investment Officer has delegated oversight and implementation of the proxy voting process, including the principles and procedures that govern it, to one or more Proxy Officers and Compliance Officers. No less than annually, LMCM will review existing principles and procedures in light of LMCM's duties as well as applicable laws and regulations to determine if any changes are necessary.

Limitations
LMCM recognizes proxy voting as a valuable right of company shareholders. Generally speaking, LMCM will vote all proxies it receives. However, LMCM may refrain from voting in certain circumstances. For instance, LMCM generally intends to refrain from voting a proxy if the company's shares are no longer held by LMCM's clients at the time of the meeting. Additionally, LMCM may refrain from voting a proxy if LMCM concludes the potential impact on shareholders' interests is insignificant while the cost associated with analyzing and voting the proxy may be significant.

Proxy Administration
LMCM instructs each client custodian to forward proxy materials to LMCM's Proxy Administrator. New client custodians are notified at account inception of their responsibility to deliver proxy materials to LMCM. LMCM uses Institutional Shareholder Services (ISS) to electronically receive and vote proxies, as well as to maintain proxy voting receipts and records.

Upon receipt of proxy materials:

Compliance Review
A Compliance Officer reviews the proxy issues and identifies any potential conflicts of interests between LMCM, or its employees, and LMCM's clients. LMCM recognizes that it has a duty to vote proxies in the best interests of its clients, even if such votes may result in a loss of business or economic benefit to LMCM or its affiliates.

1. Identifying Potential Conflicts. In identifying potential conflicts of interest the Compliance Officer will review the following issues:

(a) Whether there are any business or personal relationships between LMCM, or an employee of LMCM, and the officers, directors or shareholder proposal proponents of a company whose securities are held in client accounts that may create an incentive for LMCM to vote in a manner that is not consistent with the best interests of its clients;

(b) Whether LMCM has any other economic incentive to vote in a manner that is not consistent with the best interests of its clients; and


(c) Whether the Proxy Officer voting the shares is aware of any business or personal relationship, or other economic incentive, that has the potential to influence the manner in which the Proxy Officer votes the shares.

2. Assessing Materiality. A potential conflict will be deemed to be material if the Compliance Officer determines in the exercise of reasonable judgment that the conflict is likely to have an impact on the manner in which the subject shares are voted.

If the Compliance Officer determines that the potential conflict is not material, the proxy issue will be forwarded to the Proxy Officer for voting.

If the Compliance Officer determines that the potential conflict may be material, the following steps will be taken:

(a) The Compliance Officer will consult with representatives of LMCM's senior management to make a final determination of materiality. The Compliance Officer will maintain a record of this determination.

(b) After the determination is made, the following procedures will apply:

(i) If the final determination is that the potential conflict is not material, the proxy issue will be forwarded to the Proxy Officer for voting.

(ii) If the final determination is that the potential conflict is material, LMCM will adhere to the following procedures:

A. If LMCM's Proxy Voting Guidelines (Guidelines), a copy of which is included as Schedule A, definitively address the issues presented for vote, LMCM will vote according to the Guidelines.

B. If the issues presented for vote are not definitively addressed in the Guidelines, LMCM will either (x) follow the vote recommendation of an independent voting delegate, or
(y) disclose the conflict to clients and obtain their consent to vote.

Proxy Officer Duties
The Proxy Officer reviews proxies and evaluates matters for vote in light of LMCM's principles and procedures and the Guidelines. The Proxy Officer may seek additional information from LMCM's investment personnel, company management, independent research services, or other sources to determine the best interests of shareholders. Additionally, the Proxy Officer may consult with LMCM's Chief Investment Officer for guidance on proxy issues. LMCM will maintain all documents that have a material impact on the basis for the vote. The Proxy Officer will return all signed, voted forms to the Proxy Administrator.

Proxy Administrator Duties
The Proxy Administrator:

1. Provides custodians with instructions to forward proxies to LMCM for all clients for whom LMCM is responsible for voting proxies;

2. Reconciles the number of shares indicated on the proxy ballot with LMCM's internal data on shares held as of the record date and notifies the custodian of any discrepancies or missed proxies;

3. Will use best efforts to obtain missing proxies from custodians;

4. Informs the Compliance Officer and Proxy Officer if the company's shares are no longer held by Firm clients as of the meeting date;

5. Ensures that the Compliance Officer and Proxy Officer are aware of the timeline to vote a proxy and uses best efforts to ensure that votes are cast in a timely manner;

6. Follows instructions from the Proxy Officer or Compliance Officer as to how to vote proxy issues, and casts such votes via ISS software, online or via facsimile; and

7. Obtains evidence of receipt and maintains records of all proxies voted.

Record Keeping
The following documents are maintained onsite for two years and in an easily accessible place for another three years:

1. A copy of all policies and procedures maintained by LMCM during the applicable period relating to proxy voting;

2. A copy of each proxy statement received regarding client securities (LMCM intends to rely on the availability of such documents through the Securities and Exchange Commission's EDGAR database);

3. A record of each vote cast by LMCM on behalf of a client (LMCM has an agreement with ISS whereby ISS has agreed to maintain these records and make them available to LMCM promptly upon request);

4. A copy of each document created by LMCM that was material to making a decision how to vote proxies or that memorializes the basis for such decision.

5. A copy of each written client request for information on how LMCM voted proxies on behalf of such client, and a copy of any written response provided by LMCM to any (written or oral) request for information on how LMCM voted proxies on behalf of such client.


Schedule A Proxy Voting Guidelines

LMCM maintains these proxy-voting guidelines, which set forth the manner in which LMCM generally votes on issues that are routinely presented. Please note that for each proxy vote LMCM takes into consideration its duty to its clients, the specific circumstances of the vote and all other relevant facts available at the time of the vote. While these guidelines provide the framework for voting proxies, ultimately proxy votes are cast on a case-by-case basis. Therefore actual votes for any particular proxy issue may differ from the guidelines shown below.

--------------------------------------------------------------------------------
Four principal areas of interest to shareholders:
1) Obligations of the Board of Directors
2) Compensation of management and the Board of Directors
3) Take-over protections
4) Shareholders' rights

--------------------------------------------------------------------------------
Proxy Issue                                                   LMCM Guideline
--------------------------------------------------------------------------------
BOARD OF DIRECTORS
--------------------------------------------------------------------------------
Independence of Boards of Directors: majority of unrelated    For
directors, independent of management
--------------------------------------------------------------------------------
Nominating Process: independent nominating committee seeking  For
qualified candidates, continually assessing directors and
proposing new nominees
--------------------------------------------------------------------------------
Size and Effectiveness of Boards of Directors: Boards must be For
no larger than 15 members
--------------------------------------------------------------------------------
Cumulative Voting for Directors                               For
--------------------------------------------------------------------------------
Staggered Boards                                              Against
--------------------------------------------------------------------------------
Separation of Board and Management Roles (CEO/Chairman)       Case-by-Case
--------------------------------------------------------------------------------
Compensation Review Process: compensation committee comprised For
of outside, unrelated directors to ensure shareholder value
while rewarding good performance
--------------------------------------------------------------------------------
Director Liability & Indemnification: support limitation of   For
liability and provide indemnification
--------------------------------------------------------------------------------
Audit Process                                                 For
--------------------------------------------------------------------------------
Board Committee Structure: audit, compensation, and           For
nominating and/or governance committee consisting entirely of
independent directors
--------------------------------------------------------------------------------
Monetary Arrangements for Directors: outside of normal board  For
activities amts should be approved by a board of independent
directors and reported in proxy
--------------------------------------------------------------------------------
Fixed Retirement Policy for Directors                         Case-by-Case
--------------------------------------------------------------------------------
Ownership Requirement: all Directors have direct and material For
cash investment in common shares of Company
--------------------------------------------------------------------------------
Proposals on Board Structure: (lead director, shareholder     For
advisory committees, requirement that candidates be nominated
by shareholders, attendance at meetings)
--------------------------------------------------------------------------------
Annual Review of Board/CEO by Board                           For
--------------------------------------------------------------------------------
Periodic Executive Sessions Without Mgmt (including CEO)      For
--------------------------------------------------------------------------------
Votes for Specific Directors                                  Case-by-Case
--------------------------------------------------------------------------------

 - Continued -


-----------------------------------------------------------------------------
Proxy Issue                                               LMCM Guideline
-----------------------------------------------------------------------------
MANAGEMENT AND DIRECTOR COMPENSATION
-----------------------------------------------------------------------------
Stock Option and Incentive Compensation Plans:            Case-by-Case
-----------------------------------------------------------------------------
Form of Vehicle: grants of stock options, stock           Case-by-Case
appreciation rights, phantom shares and restricted stock
-----------------------------------------------------------------------------
Price                                                     Against plans whose
                                                          underlying
                                                          securities are to
                                                          be issued at less
                                                          than 100% of the
                                                          current market value
--------------------------------------------------------------------------------
Re-pricing: plans that allow the Board of Directors to    Against
lower the exercise price of options already granted if
the stock price falls or under-performs the market
--------------------------------------------------------------------------------
Expiry: plan whose options have a life of more than ten   Case-by-Case
years
--------------------------------------------------------------------------------
Expiry: "evergreen" stock option plans                    Against
--------------------------------------------------------------------------------
Dilution:                                                 Case-by-Case - taking
                                                          into account value
                                                          creation, commitment
                                                          to shareholder-friend-
                                                          ly policies, etc.
--------------------------------------------------------------------------------
Vesting: stock option plans that are 100% vested when     Against
granted
--------------------------------------------------------------------------------

Performance Vesting: link granting of options, or vesting For of options previously granted, to specific performance targets

Concentration: authorization to allocate 20% or more of Against the available options to any one individual in any one year

Director Eligibility: stock option plans for directors if Case-by-Case

terms and conditions are clearly defined and reasonable
--------------------------------------------------------------------------------
Change in Control: stock option plans with change in      Against
control provisions that allow option holders to receive
more for their options than shareholders would receive
for their shares
--------------------------------------------------------------------------------
Change in Control: change in control arrangements         Against
developed during a take-over fight specifically to
entrench or benefit management
--------------------------------------------------------------------------------

Change in Control: granting options or bonuses to outside Against directors in event of a change in control

Board Discretion: plans to give Board broad discretion in Against

setting terms and conditions of programs
--------------------------------------------------------------------------------
Employee Loans: Proposals authorizing loans to employees  Against
to pay for stock or options
--------------------------------------------------------------------------------
Director Compensation: % of directors' compensation in    For
form of common shares
--------------------------------------------------------------------------------
Golden Parachutes                                         Case-by-Case
--------------------------------------------------------------------------------
Expense Stock Options                                     For
--------------------------------------------------------------------------------
Severance Packages: must receive shareholder approval     For
--------------------------------------------------------------------------------
Lack of Disclosure about Provisions of Stock-based Plans  Against
--------------------------------------------------------------------------------
Reload Options                                            Against
--------------------------------------------------------------------------------
Plan Limited to a Small Number of Senior Employees        Against
--------------------------------------------------------------------------------
Employee Stock Purchase Plans                             Case-by-Case
--------------------------------------------------------------------------------
 - Continued -

--------------------------------------------------------------------------------

Proxy Issue                                               LMCM Guideline
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TAKEOVER PROTECTIONS
--------------------------------------------------------------------------------
Shareholder Rights Plans: plans that go beyond ensuring   Against
the equal treatment of shareholders in the event of a bid
and allowing the corp. enough time to consider
alternatives to a bid
--------------------------------------------------------------------------------
Going Private Transaction, Leveraged Buyouts and Other    Case-by-Case
Purchase Transactions
--------------------------------------------------------------------------------
Lock-up Arrangements: "hard" lock-up arrangements that    Against
serve to prevent competing bids in a takeover situation
--------------------------------------------------------------------------------
Crown Jewel Defenses                                      Against
--------------------------------------------------------------------------------
 Payment of Greenmail                                     Against
--------------------------------------------------------------------------------
"Continuing Director" or "Deferred Redemption"            Against
Provisions: provisions that seek to limit the discretion
of a future board to redeem the plan
--------------------------------------------------------------------------------
Change Corporation's Domicile: if reason for              Against
re-incorporation is to take advantage of protective
statutes (anti-takeover)
--------------------------------------------------------------------------------
Poison Pills: receive shareholder ratification            For
--------------------------------------------------------------------------------
Redemption/Ratification of Poison Pill                    For
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SHAREHOLDERS' RIGHTS
--------------------------------------------------------------------------------
Confidential Voting by Shareholders                       For
--------------------------------------------------------------------------------
Dual-Class Share Structures                               Against
--------------------------------------------------------------------------------
Linked Proposals: with the objective of making one        Against
element of a proposal more acceptable
--------------------------------------------------------------------------------
Blank Check Preferred Shares: authorization of, or an     Against
increase in, blank check preferred shares
--------------------------------------------------------------------------------
Supermajority Approval of Business Transactions:          Against
management seeks to increase the number of votes required
on an issue above two-thirds of the outstanding shares
--------------------------------------------------------------------------------
Increase in Authorized Shares: provided the amount        For
requested is necessary for sound business reasons
--------------------------------------------------------------------------------
Shareholder Proposals                                     Case-by-Case
--------------------------------------------------------------------------------
Stakeholder Proposals                                     Case-by-Case
--------------------------------------------------------------------------------
Issuance of Previously Authorized Shares with Voting      Against
Rights to be Determined by the Board without Prior
Specific Shareholder Approval
--------------------------------------------------------------------------------
"Fair Price" Provisions: Measures to limit ability to buy For
back shares from particular shareholder at
higher-than-market prices
--------------------------------------------------------------------------------
Preemptive Rights                                         For
--------------------------------------------------------------------------------
Actions altering Board/Shareholder Relationship Require   For
Prior Shareholder Approval (including "anti-takeover"
measures)
--------------------------------------------------------------------------------
Allow Shareholder action by written consent               For
--------------------------------------------------------------------------------
Allow Shareholders to call Special Meetings               For
--------------------------------------------------------------------------------
Social and Environmental Issues                           As recommended by
                                                          Company Management
--------------------------------------------------------------------------------
Reimbursing Proxy Solicitation Expenses                   Case-by-Case
--------------------------------------------------------------------------------

                                                                November 8, 2005

LORD, ABBETT & CO. LLC

PROXY VOTING POLICIES AND PROCEDURES

INTRODUCTION

Lord Abbett has a Proxy Committee responsible for establishing voting policies and for the oversight of its proxy voting process. Lord Abbett's Proxy Committee consists of the portfolio managers of each investment team and certain members of those teams, the Director of Equity Investments, the Firm's Managing Member and its General Counsel. Once policy is established, it is the responsibility of each investment team leader to assure that each proxy for that team's portfolio is voted in a timely manner in accordance with those policies. In each case where an investment team declines to follow a recommendation of a company's management, a detailed explanation of the reason(s) for the decision is entered into the proxy voting system. Lord Abbett has retained Institutional Shareholder Services ("ISS") to analyze proxy issues and recommend voting on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records.

The Boards of Directors of each of the Lord Abbett Mutual Funds established several years ago a Proxy Committee, composed solely of independent directors. The Funds' Proxy Committee Charter provides that the Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluate the policies of Lord Abbett in voting securities; (iii) meet with Lord Abbett to review the policies in voting securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest.

Lord Abbett is a privately-held firm, and we conduct only one business: we manage the investment portfolios of our clients. We are not part of a larger group of companies conducting diverse financial operations. We would therefore expect, based on our past experience, that the incidence of an actual conflict of interest involving Lord Abbett's proxy voting process would be limited. Nevertheless, if a potential conflict of interest were to arise, involving one or more of the Lord Abbett Funds, where practicable we would disclose this potential conflict to the affected Funds' Proxy Committees and seek voting instructions from those Committees in accordance with the procedures described below under "Specific Procedures for Potential Conflict Situations". If it were not practicable to seek instructions from those Committees, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow a recommendation of ISS. If such a conflict arose with any other client, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow the recommendation of ISS.


SPECIFIC PROCEDURES FOR POTENTIAL CONFLICT SITUATIONS

Situation 1. Fund Independent Board Member on Board (or Nominee for Election to Board) of Publicly Held Company Owned by a Lord Abbett Fund.

Lord Abbett will compile a list of all publicly held companies where an Independent Board Member serves on the board of directors, or has indicated to Lord Abbett that he is a nominee for election to the board of directors (a "Fund Director Company"). If a Lord Abbett Fund owns stock in a Fund Director Company, and if Lord Abbett has decided not to follow the proxy voting recommendation of ISS, then Lord Abbett shall bring that issue to the Fund's Proxy Committee for instructions on how to vote that proxy issue.

The Independent Directors have decided that the Director on the board of the Fund Director Company will not participate in any discussion by the Fund's Proxy Committee of any proxy issue for that Fund Director Company or in the voting instruction given to Lord Abbett.

Situation 2. Lord Abbett has a Significant Business Relationship with a Company.

Lord Abbett will compile a list of all publicly held companies (or which are a subsidiary of a publicly held firm) that have a significant business relationship with Lord Abbett (a "Relationship Firm"). A "significant business relationship" for this purpose means: (a) a broker dealer firm which sells one percent or more of the Lord Abbett Funds' total shares for the last 12 months;
(b) a firm which is a sponsor firm with respect to Lord Abbett's Private Advisory Services business; (c) an institutional client which has an investment management agreement with Lord Abbett; (d) an institutional investor having at least $5 million in Class Y shares of the Lord Abbett Funds; and (e) a large plan 401(k) client with at least $5 million under management with Lord Abbett.

For each proxy issue involving a Relationship Firm, Lord Abbett shall notify the Fund's Proxy Committee and shall seek voting instructions from the Fund's Proxy Committee only in those situations where Lord Abbett has proposed not to follow the recommendations of ISS.

SUMMARY OF PROXY VOTING GUIDELINES

Lord Abbett generally votes in accordance with management's recommendations on the election of directors, appointment of independent auditors, changes to the authorized capitalization (barring excessive increases) and most shareholder proposals. This policy is based on the premise that a broad vote of confidence on such matters is due the management of any company whose shares we are willing to hold.

2

Election of Directors

Lord Abbett will generally vote in accordance with management's recommendations on the election of directors. However, votes on director nominees are made on a case-by- case basis. Factors that are considered include current composition of the board and key- board nominees, long-term company performance relative to a market index, and the directors' investment in the company. We also consider whether the Chairman of the board is also serving as CEO, and whether a retired CEO sits on the board, as these situations may create inherent conflicts of interest.

There are some actions by directors that may result in votes being withheld. These actions include:

1) Attending less than 75% of board and committee meetings without a valid excuse.
2) Ignoring shareholder proposals that are approved by a majority of votes for two consecutive years.
3) Failing to act on takeover offers where a majority of shareholders tendered their shares.
4) Serving as inside directors and sit on an audit, compensation, stock option or nomination committee.
5) Failing to replace management as appropriate.

We will generally approve proposals to elect directors annually. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. The basic premise of the staggered election of directors is to provide a continuity of experience on the board and to prevent a precipitous change in the composition of the board. Although shareholders need some form of protection from hostile takeover attempts, and boards need tools and leverage in order to negotiate effectively with potential acquirers, a classified board tips the balance of power too much toward incumbent management at the price of potentially ignoring shareholder interests.

Incentive Compensation Plans

We usually vote with management regarding employee incentive plans and changes in such plans, but these issues are looked at very closely on a case by case basis. We use ISS for guidance on appropriate compensation ranges for various industries and company sizes. In addition to considering the individual expertise of management and the value they bring to the company, we also consider the costs associated with stock-based incentive packages including shareholder value transfer and voting power dilution.

We scrutinize very closely the approval of repricing or replacing underwater stock options, taking into consideration the following:

1) The stock's volatility, to ensure the stock price will not be back in the money over the near term.

3

2) Management's rationale for why the repricing is necessary.
3) The new exercise price, which must be set at a premium to market price to ensure proper employee motivation.
4) Other factors, such as the number of participants, term of option, and the value for value exchange.

In large-cap companies we would generally vote against plans that promoted short-term performance at the expense of longer-term objectives. Dilution, either actual or potential, is, of course, a major consideration in reviewing all incentive plans. Team leaders in small- and mid-cap companies often view option plans and other employee incentive plans as a critical component of such companies' compensation structure, and have discretion to approve such plans, notwithstanding dilution concerns.

Shareholder Rights

Cumulative Voting

We generally oppose cumulative voting proposals on the ground that a shareowner or special group electing a director by cumulative voting may seek to have that director represent a narrow special interest rather than the interests of the shareholders as a whole.

Confidential Voting

There are both advantages and disadvantages to a confidential ballot. Under the open voting system, any shareholder that desires anonymity may register the shares in the name of a bank, a broker or some other nominee. A confidential ballot may tend to preclude any opportunity for the board to communicate with those who oppose management proposals.

On balance we believe shareholder proposals regarding confidential balloting should generally be approved, unless in a specific case, countervailing arguments appear compelling.

Supermajority Voting

Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its corporate governance provisions. Requiring more than this may permit management to entrench themselves by blocking amendments that are in the best interest of shareholders.

4

Takeover Issues

Votes on mergers and acquisitions must be considered on a case by case basis. The voting decision should depend on a number of factors, including:
anticipated financial and operating benefits, the offer price, prospects of the combined companies, changes in corporate governance and their impact on shareholder rights. It is our policy to vote against management proposals to require supermajority shareholder vote to approve mergers and other significant business combinations, and to vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We are also opposed to amendments that attempt to eliminate shareholder approval for acquisitions involving the issuance of more that 10% of the company's voting stock. Restructuring proposals will also be evaluated on a case by case basis following the same guidelines as those used for mergers.

Among the more important issues that we support, as long as they are not tied in with other measures that clearly entrench management, are:

1) Anti-greenmail provisions, which prohibit management from buying back shares at above market prices from potential suitors without shareholder approval.

2) Fair Price Amendments, to protect shareholders from inequitable two-tier stock acquisition offers.

3) Shareholder Rights Plans (so-called "Poison Pills"), usually "blank check" preferred and other classes of voting securities that can be issued without further shareholder approval. However, we look at these proposals on a case by case basis, and we only approve these devices when proposed by companies with strong, effective managements to force corporate raiders to negotiate with management and assure a degree of stability that will support good long-range corporate goals. We vote for shareholder proposals asking that a company submit its poison pill for shareholder ratification.

4) "Chewable Pill" provisions, are the preferred form of Shareholder Rights Plan. These provisions allow the shareholders a secondary option when the Board refuses to withdraw a poison pill against a majority shareholder vote. To strike a balance of power between management and the shareholder, ideally "Chewable Pill" provisions should embody the following attributes, allowing sufficient flexibility to maximize shareholder wealth when employing a poison pill in negotiations:

o Redemption Clause allowing the board to rescind a pill after a potential acquirer has surpassed the ownership threshold.
o No dead-hand or no-hand pills.
o Sunset Provisions which allow the shareholders to review, and reaffirm or redeem a pill after a predetermined time frame.
o Qualifying Offer Clause which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer.

5

Social Issues

It is our general policy to vote as management recommends on social issues, unless we feel that voting otherwise will enhance the value of our holdings. We recognize that highly ethical and competent managements occasionally differ on such matters, and so we review the more controversial issues closely.


MARSICO CAPITAL MANAGEMENT, LLC
PROXY VOTING POLICY AND PROCEDURES

Statement of Policy

1. It is the policy of Marsico Capital Management, LLC ("MCM") to seek to vote or otherwise process, such as by a decision to abstain from voting or to take no action on, proxies over which it has voting authority in the best interests of MCM's clients, as summarized here.

o MCM's security analysts generally review proxy proposals as part of their monitoring of portfolio companies. Under MCM's investment discipline, one of the qualities that MCM generally seeks in companies selected for client portfolios is good management teams that generally seek to serve shareholder interests. Because MCM believes that the management teams of most companies it invests in generally seek to serve shareholder interests, MCM believes that voting proxy proposals in clients' best economic interests usually means voting with the recommendations of these management teams (including their boards of directors).

o In certain circumstances, MCM's vote-by-vote analysis of proxy proposals could lead it to conclude that particular management recommendations may not appear as closely aligned with shareholder interests as MCM may deem desirable, or could be disregarded in the best interests of shareholders. In those and other circumstances, MCM may, in its sole discretion, vote against a management recommendation based on its analysis if such a vote appears consistent with the best interests of clients.

o MCM may process certain proxies without voting them, such as by making a decision to abstain from voting or take no action on such proxies (or on certain proposals within such proxies). Examples include, without limitation, proxies issued by companies that MCM has decided to sell, proxies issued for securities that MCM did not select for a client portfolio (such as, without limitation, securities that were selected by the client or by a previous adviser, unsupervised securities held in a client's account, money market securities, or other securities selected by clients or their representatives other than MCM), or proxies issued by foreign companies that impose burdensome or unreasonable voting, power of attorney, or holding requirements. MCM also may abstain from voting, or take no action on, proxies in other circumstances, such as when voting may not be in the best interests of clients, as an alternative to voting with (or against) management, or when voting may be unduly burdensome or expensive.

o In circumstances when there may be an apparent material conflict of interest between MCM's interests and clients' interests in how proxies are voted (such as when MCM knows that a proxy issuer is also an MCM client), MCM generally will resolve any appearance concerns by causing those proxies to be "echo voted" or "mirror voted" in the same proportion as other votes, or by voting the proxies as recommended by an independent service provider.

1

In other cases, MCM might use other procedures to resolve an apparent material conflict.

o MCM may use an independent service provider to help vote proxies, keep voting records, and disclose voting information to clients. MCM's Proxy Voting policy and reports describing the voting of a client's proxies are available to the client on request.

o MCM seeks to ensure that, to the extent reasonably feasible, proxies for which MCM receives ballots in good order and receives timely notice will be voted or otherwise processed (such as through a decision to abstain or take no action) as intended under MCM's Proxy Voting policy and procedures. MCM may be unable to vote or otherwise process proxy ballots that are not received or processed in a timely manner due to functional limitations of the proxy voting system, custodial limitations, or other factors beyond MCM's control. Such ballots may include, without limitation, ballots for securities out on loan under securities lending programs initiated by the client or its custodian, ballots not timely forwarded by a custodian, or ballots for which MCM does not receive timely notice from a proxy voting service provider of factors such as the proxy proposal itself or modifications to the required vote cast date.

Definitions

2. By "best interests of MCM's clients," MCM means clients' best economic interests over the long term -- that is, the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interests are generally uniform.

3.a. By "material conflict of interest," MCM means circumstances when MCM itself knowingly does business with a particular proxy issuer, other proponent of a proposal, or a closely affiliated entity, or other circumstances in which MCM may appear to have a significant conflict of interest between its own interests and the interests of clients in how proxies are voted. A material conflict of interest might also exist in unusual circumstances when MCM has actual knowledge of a material business arrangement between a particular proxy issuer, other proponent of a proposal, or a closely affiliated entity and MCM's parent company, Bank of America Corporation ("BAC") or another BAC subsidiary, or when MCM has actual knowledge that MCM or BAC or another BAC subsidiary may have a significant interest in the subject matter or outcome of a proxy vote.

3.b. A material conflict of interest ordinarily does not exist when BAC or a BAC subsidiary other than MCM does business with a particular proxy issuer or closely affiliated entity, because: (i) MCM is separately managed from BAC and other subsidiaries; (ii) MCM's employees work in a separate location from BAC and other subsidiaries and do not routinely communicate with them; (iii) MCM generally is not aware of a proxy issuer's (or affiliated entity's) business arrangements with BAC or other subsidiaries, and is not aware of the materiality

2

of such arrangements to BAC or other subsidiaries; and (iv) MCM has no direct interest in any such business arrangements.

     Procedures:  MCM  Invests  in  Companies  With  Management  Teams That Seek
Shareholders'  Best  Interests,   and  Usually  Votes  Proxies  with  Management
Recommendations

4. MCM's security analysts generally review proxy proposals as part of their monitoring of portfolio companies. Under MCM's investment discipline, one of the qualities that MCM generally seeks in companies selected for client portfolios is good management teams that generally seek to serve shareholder interests. Because MCM believes that the management teams of companies it invests in generally seek to serve shareholder interests, MCM believes that voting proxy proposals in clients' best economic interests usually means voting with the recommendations of these management teams (including their boards of directors). Therefore, when portfolio companies issue proxy proposals, MCM usually votes the proxies with management recommendations, because it believes that recommendations by these companies' managements generally are in shareholders' best interests, and therefore in the best economic interests of MCM's clients.

5. In certain circumstances, MCM's vote-by-vote analysis of proxy proposals could lead it to conclude that particular management recommendations may not appear as closely aligned with shareholder interests as MCM may deem desirable, or could be disregarded in the best interests of shareholders. For example, in some circumstances, certain proxy proposals or recommendations by management, shareholders, or other proponents -- such as, without limitation, proposals that would effect changes in corporate governance relating to anti-takeover measures, board election requirements, director qualifications, shared board and management responsibilities, capitalization changes, compensation programs, or other matters - could present circumstances in which management recommendations may not appear as closely aligned with shareholder interests as MCM in its sole discretion may deem desirable. In those and other circumstances, MCM may, in its sole discretion, vote against a management recommendation based on MCM's analysis if in MCM's view such a vote appears consistent with the best interests of clients. As further examples, in MCM's sole discretion, it may vote against a management recommendation in order to, without limitation, support a shareholder proposal favoring safeguards against potential overreaching by management or enhancements of shareholder control that MCM believes are reasonable or appropriate, or vote against management in order to oppose management proposals that are not shareholder-friendly in MCM's view.

6. MCM periodically reassesses its views of the management teams of the companies that it invests in for clients. A decision to vote against a particular management recommendation or to otherwise abstain or take no action on a proxy proposal does not necessarily signal a departure from MCM's general view that a management team is serving the best interests of shareholders. If MCM concludes, in its sole discretion, that a company's management team no longer appears to be serving shareholders' best interests, MCM may take any

3

action it deems appropriate, including, without limitation, awaiting further developments, voting against selected management recommendations, or selling shares of the company.

Procedures: Use of an Independent Service Provider

7. MCM may engage an independent service provider to assist with the administrative and ministerial aspects of proxy voting. The independent service provider may perform functions that include, without limitation, voting proxies for MCM in accordance with MCM's instructions based on MCM's Proxy Voting policy, maintaining records of proxy votes, and assisting in preparing certain reports. To avoid the possibility that MCM's proxy votes could be affected by potential conflicts of interest that may exist between an independent service provider and a proxy issuer, MCM generally does not cause such a service provider to vote proxies for MCM based on the service provider's recommendations (although MCM may do so in certain circumstances discussed in "Alternative Procedures for Potential Material Conflicts of Interest" below).

Procedures: Voting/Abstention/No Action/Other Exceptions

8. MCM seeks to ensure that, to the extent reasonably feasible, proxies for which MCM receives ballots in good order and receives timely notice will be voted or otherwise processed as intended under MCM's Proxy Voting policy and procedures. MCM employs a number of measures, including certain reconciliations and other cross-check procedures, to attempt to verify that proxies are voted or otherwise processed as intended, although such checks may not be feasible or reliable in some cases because of the complexity of the proxy voting process. MCM's ability to vote or otherwise process proxies may be limited by many factors, including MCM's dependence on custodians and independent proxy voting service providers to assist in processing proxies. MCM may be unable to vote or otherwise process proxy ballots that are not received or processed in a timely manner due to functional limitations of the proxy voting system, custodial limitations, or other factors beyond MCM's control. Such ballots may include, without limitation, ballots for securities out on loan under securities lending programs initiated by a client or its custodian, ballots not timely forwarded by a custodian, or ballots for which MCM does not receive timely notice from a proxy voting service provider of factors such as the proxy proposal itself or modifications to the required vote cast date.

9.a MCM may process some proxies without voting them, such as by making a decision to abstain or take no action on such proxies (or on certain proposals within such proxies). For example, if MCM has decided to sell the shares of a company, MCM generally may abstain from voting proxies or may take no action on proxies issued by the company. If MCM receives proxies relating to securities acquired as a result of an account transition (such as, without limitation, securities delivered into a newly opened MCM account that were selected by the client or by a previous adviser), MCM generally may choose to abstain or take no action on the proxies because the related shares may not be retained in the account for a substantial period of time. MCM also may abstain or take no action on proxies issued for other securities that MCM did not select for a client

4

portfolio (such as, without limitation, unsupervised securities held in a client's account, or money market securities or other securities selected by clients or their representatives other than MCM).

9.b. MCM may abstain or take no action on proxies (or on certain proposals within such proxies) in other circumstances. MCM may determine, for example, that abstaining or taking no action on proxies is appropriate if voting may be unduly burdensome or expensive, such as when foreign proxy issuers impose burdensome or unreasonable voting, power of attorney, or holding requirements. MCM also may abstain or take no action when voting may not be in the best interests of clients in MCM's view, or as an alternative to voting with (or against) management.

10. The procedures in this policy generally apply to all proxy voting matters over which MCM has voting authority, including changes in corporate governance structures, the adoption or amendment of compensation plans (including stock options), and matters involving social issues or corporate responsibility.

Alternative Procedures for Potential Material Conflicts of Interest

11. In certain circumstances, such as when the issuer or other proponent of a proxy proposal is also a client of MCM, an appearance might arise of a potential conflict between MCM's interests and the interests of affected clients in how the proxies of that issuer are voted.

12. MCM seeks to vote or otherwise process proxies in the best interests of its clients, and believes that any potential conflict of interest would not actually affect MCM's voting of the proxies.

13. Nevertheless, when MCM is aware that a material conflict of interest (as defined in section 3.a. and 3.b. above) between MCM's interests and clients' interests may appear to exist, MCM generally will, to avoid any appearance concerns, follow an alternative procedure rather than vote or otherwise process ballots in accordance with its own determinations. Such an alternative procedure generally would involve either:

(i) Directing an independent service provider to cause the proxies of those MCM client accounts that MCM is responsible for processing to be "echo voted" or "mirror voted" in the same proportion as the votes of other proxy holders if the service provider indicates it can do so; or

(ii) Directing the proxies of those MCM client accounts that MCM is responsible for processing to be voted in accordance with the recommendations of an independent service provider that MCM may use to assist in voting proxies. This procedure will only be used if it can be determined that the independent service provider appears able to make such recommendations and vote in an impartial manner. In making this determination, MCM may (1) require the independent service provider to represent or otherwise demonstrate that the service provider faces no conflict of interest with respect to the vote, or (2) ask the independent

5

service provider to disclose to MCM relevant facts concerning the firm's relationship with the proxy issuer or other persons and certify that the service provider has taken steps to ensure that no actual conflicts exist.

MCM will document the identification of any material conflict of interest and its procedure for resolving the particular conflict.

14. In unusual cases, MCM may use other alternative procedures to address circumstances when a material conflict of interest may appear to exist, such as, without limitation:

(i) Notifying affected clients of the conflict of interest (if it is reasonably feasible to do so), and seeking a waiver of the conflict to permit MCM to vote the proxies;

(ii) Abstaining or taking no action on the proxies; or

(iii) Forwarding the proxies to clients so that clients may vote the proxies themselves.

Voting by Client Instead of MCM

15. An MCM client may vote its own proxies instead of directing MCM to do so. MCM recommends this approach if a client believes that proxies should be voted based on political or social interests or other client-specific considerations.

16. MCM generally cannot implement client proxy voting guidelines (and may instead encourage the client to vote its own proxies) if the client seeks to

impose  client-specific  voting  guidelines that may be inconsistent  with MCM's
policy or with MCM's vote-by-vote analysis.

17. MCM generally may abstain or will take no action on proxy votes  relating to
legal proceedings such as shareholder  class actions or bankruptcy  proceedings,
or may refer such votes to clients.

     Persons Responsible for Implementing MCM's Policy

18. MCM's Client  Services  staff has primary  responsibility  for  implementing

MCM's Proxy Voting policy and procedures, including ensuring that proxies are timely submitted. MCM also generally uses a service provider to assist in voting proxies, recordkeeping, and other matters.

19. Members of MCM's Investment staff, such as security analysts generally review proxy proposals as part of their ongoing assessment of companies.

6

Recordkeeping

20.a. MCM or a service provider maintains, in accordance with Rule 204-2 under the Investment Advisers Act:

(i) Copies of all proxy voting policies and procedures;

(ii) Copies of proxy statements received (unless maintained elsewhere as described below);

(iii) Records of proxy votes cast on behalf of clients;

(iv) Documents prepared by MCM that are material to a decision on how to vote or memorializing the basis for a decision;

(v) Written client requests for proxy voting information, and

(vi) Written responses by MCM to written or oral client requests.

20.b. MCM will document instances in which it identifies a material conflict of interest, as well as the procedure utilized for resolving the particular conflict. MCM's Client Services Department also documents certain other non-routine proxy voting issues, including: (1) the basis for any decision in which MCM determines to vote against a management recommendation that does not involve general matters relating to corporate governance issues discussed in section 5 above; and (2) any decision to abstain or take no action on a proxy that is intended by MCM to demonstrate divergence from a management recommendation.

20.c. MCM will not document other, more routine instances in which it may take certain actions with respect to a particular proxy, including certain situations identified in this Proxy Voting policy and procedures. MCM generally will not document, for example, the basis for routine decisions to vote against general corporate governance issues, or to abstain or take no action on proxies in circumstances when foreign issuers impose burdensome or unreasonable voting, power of attorney, or holding requirements, when MCM has sold or determined to sell a security, when MCM did not select the securities for the client portfolio (such as, without limitation, securities that were selected by the client or by a previous adviser, unsupervised securities held in a client's account, or money market securities or other securities selected by clients or their representatives other than MCM), or in other routine situations identified in section 9 above. MCM also cannot document decisions not to vote or otherwise process proxies that were not received in good order, not received in a timely fashion, or otherwise not processed for reasons beyond MCM's control, such as in certain situations addressed in section 8 above.

7

21. MCM will obtain an undertaking from any service provider that the service provider will provide copies of proxy voting records and other documents promptly upon request if MCM relies on the service provider to maintain related records.

22. MCM or its service provider may rely on the SEC's EDGAR system to keep records of certain proxy statements if the proxy statements are maintained by issuers on that system (as is generally true in the case of larger U.S.-based issuers).

23. All proxy-related records will be maintained in an easily accessible place for five years (and at an appropriate office of MCM or a service provider for the first two years).

Availability of Policy and Proxy Voting Records to Clients

24. MCM will initially inform clients of this policy and provide information regarding how a client may learn of MCM's voting record for the client's securities through summary disclosure in Part II of MCM's Form ADV. Upon receipt of a client's request for more information, MCM will provide the client with a copy of this Proxy Voting policy. Reports describing how MCM voted proxies for the client during the period since this policy was adopted are also available upon request.

* * *

MCM's Chief Compliance Officer will review this policy at least annually to determine whether it should be amended or updated. Any amendments to this policy require the written approval of the Chief Compliance Officer.

Approved by:          Steven Carlson /s/
                      ------------------
Title:                Chief Compliance Officer

Effective Date:       October 1, 2004
_____________________________________

Policy Amended:  February 10, 2006

Approved by:          Steven Carlson /s/
                      ------------------
Title:                Chief Compliance Officer

Effective Date:       February 10, 2006

8


Policy Amended: July 19, 2006

Approved by:          Steven Carlson /s/
                      ------------------
Title:                Chief Compliance Officer

Effective Date: July 19, 2006

9

MASSACHUSETTS FINANCIAL SERVICES COMPANY

PROXY VOTING POLICIES AND PROCEDURES

SEPTEMBER 17, 2003, AS REVISED ON SEPTEMBER 20, 2004, MARCH 15, 2005 AND MARCH
1, 2006

Massachusetts Financial Services Company, MFS Institutional Advisors, Inc. and MFS' other investment adviser subsidiaries (collectively, "MFS") have adopted proxy voting policies and procedures, as set forth below ("MFS Proxy Voting Policies and Procedures"), with respect to securities owned by the clients for which MFS serves as investment adviser and has the power to vote proxies, including the registered investment companies sponsored by MFS, other than the MFS Union Standard Equity Fund (the "MFS Funds"). References to "clients" in these policies and procedures include the MFS Funds and other clients of MFS, such as funds organized offshore, sub-advised funds and separate account clients, to the extent these clients have delegated to MFS the responsibility to vote proxies on their behalf under the MFS Proxy Voting Policies and Procedures.

The MFS Proxy Voting Policies and Procedures include:

A. Voting Guidelines;

B. Administrative Procedures;

C. Monitoring System;

D. Records Retention; and

E. Reports.

A. VOTING GUIDELINES

1. GENERAL POLICY; POTENTIAL CONFLICTS OF INTEREST

MFS' policy is that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of MFS' clients, and not in the interests of any other party or in MFS' corporate interests, including interests such as the distribution of MFS Fund shares, administration of 401(k) plans, and institutional relationships.

MFS has carefully reviewed matters that in recent years have been presented for shareholder vote by either management or shareholders of public companies. Based on the overall principle that all votes cast by MFS on behalf of its clients must be in what MFS believes to be the best long-term economic interests of such clients, MFS has

-1-

adopted proxy voting guidelines, set forth below, that govern how MFS generally will vote on specific matters presented for shareholder vote. In all cases, MFS will exercise its discretion in voting on these matters in accordance with this overall principle. In other words, the underlying guidelines are simply that - guidelines. Proxy items of significance are often considered on a case-by-case basis, in light of all relevant facts and circumstances, and in certain cases MFS may vote proxies in a manner different from these guidelines.

As a general matter, MFS maintains a consistent voting position on similar proxy proposals with respect to various issuers. In addition, MFS generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts. However, MFS recognizes that there are gradations in certain types of proposals that might result in different voting positions being taken with respect to different proxy statements. There also may be situations involving matters presented for shareholder vote that are not clearly governed by the guidelines, such as proposed mergers and acquisitions. Some items that otherwise would be acceptable will be voted against the proponent when it is seeking extremely broad flexibility without offering a valid explanation. MFS reserves the right to override the guidelines with respect to a particular shareholder vote when such an override is, in MFS' best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS' clients.

From time to time, MFS receives comments on these guidelines as well as regarding particular voting issues from its clients and corporate issuers. These comments are carefully considered by MFS, when it reviews these guidelines each year and revises them as appropriate.

These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its affiliates that are likely to arise in connection with the voting of proxies on behalf of MFS' clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see Sections B.2 and E below), and shall ultimately vote the relevant proxies in what MFS believes to be the best long-term economic interests of its clients. The MFS Proxy Review Group is responsible for monitoring and reporting with respect to such potential material conflicts of interest.

2. MFS' POLICY ON SPECIFIC ISSUES

ELECTION OF DIRECTORS

MFS believes that good governance should be based on a board with a majority of directors who are "independent" of management, and whose key committees (e.g., compensation, nominating, and audit committees) are comprised entirely of "independent" directors. While MFS generally supports the board's nominees in

-2-

uncontested elections, we will withhold our vote for a nominee for a board of a U.S. issuer if, as a result of such nominee being elected to the board, the board would be comprised of a majority of members who are not "independent" or, alternatively, the compensation, nominating or audit committees would include members who are not "independent." MFS will also withhold its vote for a nominee to the board if we can determine that he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason. In addition, MFS will withhold its vote for all nominees standing for election to a board of a U.S. issuer if we can determine: (1) if, since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has repriced underwater options; or (2) if, within the last year, shareholders approved by majority vote a resolution recommending that the board rescind a "poison pill" and the board has failed to take responsive action to that resolution. Responsive action would include the rescission of the "poison pill"(without a broad reservation to reinstate the "poison pill" in the event of a hostile tender offer), or public assurances that the terms of the "poison pill" would be put to a binding shareholder vote within the next five to seven years.

MFS evaluates a contested election of directors on a case-by-case basis considering the long-term financial performance of the company relative to its industry, management's track record, the qualifications of the nominees for both slates and an evaluation of what each side is offering shareholders.

MFS votes for reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company's bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g., contested elections) ("Majority Vote Proposals").

MFS considers voting against Majority Vote Proposals if the company has adopted, or has proposed to adopt in the proxy statement, formal corporate governance principles that present a meaningful alternative to the majority voting standard and provide an adequate response to both new nominees as well as incumbent nominees who fail to receive a majority of votes cast.

MFS believes that a company's election policy should address the specific circumstances at that company. MFS considers whether a company's election policy articulates the following elements to address each director nominee who fails to receive an affirmative majority of votes cast in an election:

- Establish guidelines for the process by which the company determines the status of nominees who fail to receive an affirmative majority of votes cast and disclose the guidelines in the annual proxy statement;

-3-

- Guidelines should include a reasonable timetable for resolution of the nominee's status and a requirement that the resolution be disclosed together with the reasons for the resolution;

- Vest management of the process in the company's independent directors, other than the nominee in question; and

- Outline the range of remedies that the independent directors may consider concerning the nominee.

CLASSIFIED BOARDS

MFS opposes proposals to classify a board (e.g., a board in which only one-third of board members are elected each year). MFS supports proposals to declassify a board.

NON-SALARY COMPENSATION PROGRAMS

Restricted stock plans should reward results rather than tenure. In some cases, restricted stock is granted to the recipient at deep discounts to fair market value, sometimes at par value. The holder cannot sell for a period of years, but in the meantime the holder is able to vote and receive dividends. Eventually the restrictions lapse and the stock can be sold by the holder.

MFS votes against stock option programs for officers, employees or non-employee directors that do not require an investment by the optionee, that give "free rides" on the stock price, or that permit grants of stock options with an exercise price below fair market value on the date the options are granted.

MFS opposes stock option programs that allow the board or the compensation committee, without shareholder approval, to reprice underwater options or to automatically replenish shares (i.e., evergreen plans). MFS will consider on a case-by-case basis proposals to exchange existing options for newly issued options (taking into account such factors as whether there is a reasonable value-for-value exchange).

MFS opposes stock option and restricted stock plans that provide unduly generous compensation for officers, directors or employees, or could result in excessive dilution to other shareholders. As a general guideline, MFS votes against stock option and restricted stock plans if all such plans for a particular company involve potential dilution, in the aggregate, of more than 15%. However, MFS may accept a higher percentage (up to 20%) in the case of startup or small companies which cannot afford to pay large salaries to executives, or in the case where MFS, based upon the issuer's public disclosures, believes that the issuer has been responsible with respect to its recent compensation practices, including the mix of the issuance of restricted stock and options.

-4-

MFS votes in favor of stock option or restricted stock plans for non-employee directors as long as they satisfy the requirements set forth above with respect to stock option and restricted stock plans for company executives.

EXPENSING OF STOCK OPTIONS

While we acknowledge that there is no agreement on a uniform methodology for expensing stock options, MFS supports shareholder proposals to expense stock options because we believe that the expensing of options presents a more accurate picture of the company's financial results to investors. We also believe that companies are likely to be more disciplined when granting options if the value of stock options were treated as an expense item on the company's income statements.

EXECUTIVE COMPENSATION

MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. Therefore, MFS opposes shareholder proposals that seek to set limits on executive compensation. Shareholder proposals seeking to set limits on executive compensation tend to specify arbitrary compensation criteria. MFS also opposes shareholder requests for disclosure on executive compensation beyond regulatory requirements because we believe that current regulatory requirements for disclosure of executive compensation are appropriate and that additional disclosure is often unwarranted and costly. Although we support linking executive stock option grants to a company's stock performance, MFS opposes shareholder proposals that mandate a link of performance-based options to a specific industry or peer group index. MFS believes that compensation committees should retain the flexibility to propose the appropriate index or other criteria by which performance-based options should be measured. MFS evaluates other executive compensation restrictions (e.g., terminating the company's stock option or restricted stock programs, freezing executive pay during periods of large layoffs, and establishing a maximum ratio between the highest paid executive and lowest paid employee) based on whether such proposals are in the best long-term economic interests of our clients.

EMPLOYEE STOCK PURCHASE PLANS

MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.

"GOLDEN PARACHUTES"

From time to time, shareholders of companies have submitted proxy proposals that would require shareholder approval of severance packages for executive officers that

-5-

exceed certain predetermined thresholds. MFS votes in favor of such shareholder proposals when they would require shareholder approval of any severance package for an executive officer that exceeds a certain multiple of such officer's annual compensation that is not determined in MFS' judgment to be excessive.

ANTI-TAKEOVER MEASURES

In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from "poison pills" and "shark repellents" to super-majority requirements.

MFS will vote for proposals to rescind existing "poison pills" and proposals that would require shareholder approval to adopt prospective "poison pills." Nevertheless, MFS will consider supporting the adoption of a prospective "poison pill" or the continuation of an existing "poison pill" if the following two conditions are met: (1) the "poison pill" allows MFS clients to hold an aggregate position of up to 15% of a company's total voting securities (and of any class of voting securities); and (2) either
(a) the "poison pill" has a term of not longer than five years, provided that MFS will consider voting in favor of the "poison pill" if the term does not exceed seven years and the "poison pill" is linked to a business strategy or purpose that MFS believes is likely to result in greater value for shareholders; or (b) the terms of the "poison pill" allow MFS clients the opportunity to accept a fairly structured and attractively priced tender offer (e.g., a "chewable poison pill" that automatically dissolves in the event of an all cash, all shares tender offer at a premium price).

MFS will consider on a case-by-case basis proposals designed to prevent tenders which are disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.

REINCORPORATION AND REORGANIZATION PROPOSALS

When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. While MFS generally votes in favor of management proposals that it believes are in the best long-term economic interests of its clients, MFS may oppose such a measure if, for example, the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers.

ISSUANCE OF STOCK

There are many legitimate reasons for issuance of stock. Nevertheless, as noted above under "Non-Salary Compensation Programs", when a stock option plan (either

-6-

individually or when aggregated with other plans of the same company) would substantially dilute the existing equity (e.g., by approximately 15% or more), MFS generally votes against the plan. In addition, MFS votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a "blank check") because the unexplained authorization could work as a potential anti-takeover device.

REPURCHASE PROGRAMS

MFS supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.

CONFIDENTIAL VOTING

MFS votes in favor of proposals to ensure that shareholder voting results are kept confidential. For example, MFS supports proposals that would prevent management from having access to shareholder voting information that is compiled by an independent proxy tabulation firm.

CUMULATIVE VOTING

MFS opposes proposals that seek to introduce cumulative voting and for proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS' clients as minority shareholders. In our view, shareholders should provide names of qualified candidates to a company's nominating committee, which now for the first time (for U.S. listed companies) must be comprised solely of "independent" directors.

WRITTEN CONSENT AND SPECIAL MEETINGS

Because the shareholder right to act by written consent (without calling a formal meeting of shareholders) can be a powerful tool for shareholders, MFS generally opposes proposals that would prevent shareholders from taking action without a formal meeting or would take away a shareholder's right to call a special meeting of company shareholders.

INDEPENDENT AUDITORS

MFS believes that the appointment of auditors is best left to the board of directors of the company and therefore supports the ratification of the board's selection of an auditor for the company. Recently, some shareholder groups have submitted proposals to limit the non-audit activities of a company's audit firm. Some proposals would prohibit the provision of any non-audit services by a company's auditors to that company. MFS

-7-

opposes proposals recommending the prohibition or limitation of the performance of non-audit services by an auditor, and proposals recommending the removal of a company's auditor due to the performance of non-audit work for the company by its auditor. MFS believes that the board, or its audit committee, should have the discretion to hire the company's auditor for specific pieces of non-audit work in the limited situations permitted under current law.

BEST PRACTICES STANDARDS

Best practices standards are rapidly developing in the corporate governance areas as a result of recent corporate scandals, the Sarbanes-Oxley Act of 2002 and revised listing standards on major stock exchanges. MFS generally support these developments. However, many issuers are not publicly registered, are not subject to these enhanced listing standards, or are not operating in an environment that is comparable to that in the United States. In reviewing proxy proposals under these circumstances, MFS votes for proposals that enhance standards of corporate governance so long as we believe that - given the circumstances or the environment within which the issuers operate - the proposal is consistent with the best long-term economic interests of our clients.

SOCIAL ISSUES

There are many groups advocating social change, and many have chosen the publicly-held corporation as a vehicle for advancing their agenda. Common among these are resolutions requiring the corporation to refrain from investing or conducting business in certain countries, to adhere to some list of goals or principles (e.g., environmental standards) or to promulgate special reports on various activities. MFS votes against such proposals unless their shareholder-oriented benefits will outweigh any costs or disruptions to the business, including those that use corporate resources to further a particular social objective outside the business of the company or when no discernible shareholder economic advantage is evident.

The laws of various states may regulate how the interests of certain clients subject to those laws (e.g., state pension plans) are voted with respect to social issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.

FOREIGN ISSUERS

MFS will evaluate items on proxies for foreign companies in the context of the guidelines described above, as well as local market standards and best practices. Proxies for foreign companies often contain significantly more voting items than those of U.S. companies. Many of these items on foreign proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, the items that are generally deemed routine and which do not require the exercise of judgment under these guidelines (and

-8-

therefore voted in favor) for foreign issuers include the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) discharge of management and supervisory boards; (v) approval of share repurchase programs; (vi) election of directors in uncontested elections and (vii) appointment of auditors.

In accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting ("share blocking"). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior to the meeting (e.g., one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the "block" restriction lifted early (e.g., in some countries shares generally can be "unblocked" up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer's transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote.

B. ADMINISTRATIVE PROCEDURES

1. MFS PROXY REVIEW GROUP

The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment Support Departments. The MFS Proxy Voting Committee:

a. Reviews these MFS Proxy Voting Policies and Procedures at least annually and recommends any amendments considered to be necessary or advisable;

b. Determines whether any potential material conflicts of interest exist with respect to instances in which (i) MFS seeks to override these MFS Proxy Voting Policies and Procedures and (ii) votes on ballot items not clearly governed by these MFS Proxy Voting Policies and Procedures; and

c. Considers special proxy issues as they may arise from time to time.

-9-

2. POTENTIAL CONFLICTS OF INTEREST

The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its affiliates that could arise in connection with the voting of proxies on behalf of MFS' clients. Any significant attempt to influence MFS' voting on a particular proxy matter should be reported to the MFS Proxy Voting Committee.

In cases where proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, or (ii) matters presented for vote are not clearly governed by these MFS Proxy Voting Policies and Procedures, the MFS Proxy Voting Committee, or delegees, will follow these procedures:

a. Compare the name of the issuer of such proxy against a list of significant current and potential (i) distributors of MFS Fund shares, (ii) retirement plans administered by MFS, and (iii) MFS institutional clients (the "MFS Significant Client List");

b. If the name of the issuer does not appear on the MFS Significant Client List, then no material conflict of interest will be deemed to exist, and the proxy will be voted as otherwise determined by the MFS Proxy Voting Committee;

c. If the name of the issuer appears on the MFS Significant Client List, then at least one member of the MFS Proxy Voting Committee will carefully evaluate the proposed vote in order to ensure that the proxy ultimately is voted in what MFS believes to be the best long-term economic interests of MFS' clients, and not in MFS' corporate interests; and

d. For all potential material conflicts of interest identified under clause (c) above, the MFS Proxy Voting Committee will document:
the name of the issuer, the issuer's relationship to MFS, the analysis of the matters submitted for proxy vote, and the basis for the determination that the votes ultimately were cast in what MFS believes to be the best long-term economic interests of MFS' clients, and not in MFS' corporate interests. A copy of the foregoing documentation will be provided to the MFS' Conflicts Officer.

The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Client List, in consultation with MFS' distribution, retirement plan administration and institutional business units. The MFS Significant Client List will be reviewed and updated periodically, as appropriate.

-10-

3. GATHERING PROXIES

Most proxies received by MFS and its clients originate at Automatic Data Processing Corp. ("ADP") although a few proxies are transmitted to investors by corporate issuers through their custodians or depositories. ADP and issuers send proxies and related material directly to the record holders of the shares beneficially owned by MFS' clients, usually to the client's custodian or, less commonly, to the client itself. This material will include proxy cards, reflecting the proper shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy statements with the issuer's explanation of the items to be voted upon.

MFS, on behalf of itself and the Funds, has entered into an agreement with an independent proxy administration firm, Institutional Shareholder Services, Inc. (the "Proxy Administrator"), pursuant to which the Proxy Administrator performs various proxy vote related services, such as vote processing and recordkeeping functions for MFS' Funds and institutional client accounts. The Proxy Administrator receives proxy statements and proxy cards directly or indirectly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are input into the Proxy Administrator's system by an MFS holdings datafeed. Through the use of the Proxy Administrator system, ballots and proxy material summaries for the upcoming shareholders' meetings of over 10,000 corporations are available on-line to certain MFS employees and the MFS Proxy Voting Committee.

4. ANALYZING PROXIES

Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator at the prior direction of MFS automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by the MFS Proxy Voting Committee. With respect to proxy matters that require the particular exercise of discretion or judgment, MFS considers and votes on those proxy matters. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.

As a general matter, portfolio managers and investment analysts have little or no involvement in specific votes taken by MFS. This is designed to promote consistency in the application of MFS' voting guidelines, to promote consistency in voting on the same or similar issues (for the same or for multiple issuers) across all client accounts, and to minimize the potential that proxy solicitors, issuers, or third parties might attempt to exert inappropriate influence on the vote. In limited types of votes (e.g., corporate actions, such as mergers and acquisitions), a representative of MFS Proxy Voting Committee may consult with or seek recommendations from portfolio managers or analysts.(1) However,


(1) From time to time, due to travel schedules and other commitments, an appropriate portfolio manager or research analyst is not available to provide a recommendation on a merger or acquisition proposal. If such a recommendation cannot be obtained within a few business days prior to the shareholder meeting, the MFS Proxy Review Group may determine to vote the proxy in what it believes to be the best long-term economic interests of MFS' clients.

-11-

the MFS Proxy Voting Committee would ultimately determine the manner in which all proxies are voted.

As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS' best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS' clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.

5. VOTING PROXIES

In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Voting Committee, and makes available on-line various other types of information so that the MFS Proxy Voting Committee may review and monitor the votes cast by the Proxy Administrator on behalf of MFS' clients.

C. MONITORING SYSTEM

It is the responsibility of the Proxy Administrator and MFS' Proxy Voting Committee to monitor the proxy voting process. When proxy materials for clients are received, they are forwarded to the Proxy Administrator and are input into the Proxy Administrator's system. Through an interface with the portfolio holdings database of MFS, the Proxy Administrator matches a list of all MFS Funds and clients who hold shares of a company's stock and the number of shares held on the record date with the Proxy Administrator's listing of any upcoming shareholder's meeting of that company.

When the Proxy Administrator's system "tickler" shows that the voting cut-off date of a shareholders' meeting is approaching, a Proxy Administrator representative checks that the vote for MFS Funds and clients holding that security has been recorded in the computer system. If a proxy card has not been received from the client's custodian, the Proxy Administrator calls the custodian requesting that the materials be forwarded immediately. If it is not possible to receive the proxy card from the custodian in time to be voted at the meeting, MFS may instruct the custodian to cast the vote in the manner specified and to mail the proxy directly to the issuer.

D. RECORDS RETENTION

MFS will retain copies of these MFS Proxy Voting Policies and Procedures in effect from time to time and will retain all proxy voting reports submitted to the Board of Trustees, Board of Directors and Board of Managers of the MFS Funds for the period

-12-

required by applicable law. Proxy solicitation materials, including electronic versions of the proxy cards completed by representatives of the MFS Proxy Voting Committee, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Voting Committee. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrator's system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each company's proxy issues, are retained as required by applicable law.

E. REPORTS

MFS FUNDS

MFS will report the results of its voting to the Board of Trustees, Board of Directors and Board of Managers of the MFS Funds. These reports will include: (i) a summary of how votes were cast; (ii) a review of situations where MFS did not vote in accordance with the guidelines and the rationale therefor; (iii) a review of the procedures used by MFS to identify material conflicts of interest; and (iv) a review of these policies and the guidelines and, as necessary or appropriate, any proposed modifications thereto to reflect new developments in corporate governance and other issues. Based on these reviews, the Trustees, Directors and Managers of the MFS Funds will consider possible modifications to these policies to the extent necessary or advisable.

ALL MFS ADVISORY CLIENTS

At any time, a report can be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue.

Generally, MFS will not divulge actual voting practices to any party other than the client or its representatives (unless required by applicable law) because we consider that information to be confidential and proprietary to the client.

-13-

Merrill Lynch Investment Managers

Proxy Voting Policies and Procedures

as of
July 7, 2005


                                Table of Contents

                                                                            Page
Introduction...................................................................1

Scope of Committee Responsibilities............................................3

Committee Membership...........................................................5

Special Circumstances..........................................................6

Voting Guidelines..............................................................9

      Boards of Directors.....................................................10

      Auditors................................................................12

      Compensation and Benefits...............................................13

      Capital Structure.......................................................14

      Corporate Charter and By-Laws...........................................15

      Corporate Meetings......................................................16

      Investment Companies....................................................17

      Environmental and Social Issues.........................................18

Notice to Clients.............................................................19


Merrill Lynch Investment Managers Proxy Voting Policies and Procedures

Merrill Lynch Investment Managers, L.P., Fund Asset Management, L.P. and Merrill Lynch Investment Managers LLC (collectively, "MLIM") are each U.S.-based investment advisers(1) that are registered pursuant to the Investment Advisers Act of 1940, as amended (the "Advisers Act") with the U.S. Securities and Exchange Commission, and that serve as the investment manager for investment companies, other commingled investment vehicles and/or separate accounts of institutional and other clients. The right to vote proxies for securities held in such accounts belongs to MLIM's clients. Certain clients of MLIM have retained the right to vote such proxies in general or in specific circumstances.(2) Other clients, however, have delegated to MLIM the right to vote proxies for securities held in their accounts as part of MLIM's authority to manage, acquire and dispose of account assets.

When MLIM votes proxies for a client that has delegated to MLIM proxy voting authority, MLIM acts as the client's agent. Under the Advisers Act, an investment adviser is a fiduciary that owes each of its clients a duty of care and loyalty with respect to all services the adviser undertakes on the client's behalf, including proxy voting. MLIM is therefore subject to a fiduciary duty to vote proxies in a manner MLIM believes is consistent with the client's best interests,(3) whether or not the client's proxy voting is subject to the fiduciary standards of the Employee Retirement Income Security Act of 1974 ("ERISA").(4) When voting proxies for client accounts (including investment companies), MLIM's primary objective is to make voting decisions solely in the best interests of clients and ERISA clients' plan beneficiaries and participants. In fulfilling its obligations to clients, MLIM will seek to act in a manner that it believes is most likely to enhance the economic value of the underlying securities held in client accounts.(5) It is imperative that MLIM considers the interests of its clients, and not the interests of MLIM, when voting proxies and that real (or perceived) material conflicts that may arise


(1) These policies do not apply to MLIM's non-U.S.-based affiliates, including those that are registered under the Advisers Act.
(2) In certain situations, a client may direct MLIM to vote in accordance with the client's proxy voting policies. In these situations, MLIM will seek to comply with such policies to the extent it would not be inconsistent with other MLIM legal responsibilities.
(3) Letter from Harvey L. Pitt, Chairman, SEC, to John P.M. Higgins, President, Ram Trust Services (February 12, 2002) (Section 206 of the Investment Advisers Act imposes a fiduciary responsibility to vote proxies fairly and in the best interests of clients); SEC Release No. IA-2106 (February 3, 2003).
(4) DOL Interpretative Bulletin of Sections 402, 403 and 404 of ERISA at 29 C.F.R. 2509.94-2
(5) Other considerations, such as social, labor, environmental or other policies, may be of interest to particular clients. While MLIM is cognizant of the importance of such considerations, when voting proxies it will generally take such matters into account only to the extent that they have a direct bearing on the economic value of the underlying securities. To the extent that a MLIM client desires to pursue a particular social, labor, environmental or other agenda through the proxy votes made for its securities held through MLIM as investment adviser, MLIM encourages the client to consider retaining direct proxy voting authority or to appoint independently a special proxy voting fiduciary other than MLIM.

1

between MLIM's  interest and those of MLIM's clients are properly  addressed and
resolved.(6)

     Advisers  Act  Rule  206(4)-6  was  adopted  by the SEC in  early  2003 and

requires, among other things, that an investment adviser that exercises voting authority over clients' proxy voting adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interests of clients, discloses to its clients information about those policies and procedures and also discloses to clients how they may obtain information on how the adviser has voted their proxies.

In light of such fiduciary duties, the requirements of Rule 206(4)-6, and given the complexity of the issues that may be raised in connection with proxy votes, MLIM has adopted these policies and procedures and formed a Proxy Voting Committee (the "Committee") to address proxy voting issues on behalf of MLIM and its clients.(7)


(6) Proxy voting decisions, like other investment matters, are covered by MLIM's "Policies and Procedures Concerning Communications Between Merrill Lynch Investment Managers Companies and Merrill Lynch Investment Banking, Trading and Research Areas" (MLIM's "Ethical Wall" policies). One of the principal purposes of the Ethical Wall is to prohibit communications intended to place unusual pressure on a portfolio manager or analyst at MLIM to favor the interests of Merrill Lynch's investment banking clients over the interests of MLIM's investment advisory clients. To that end, as described herein, all proxy voting decisions will be made under the supervision of MLIM's Proxy Voting Committee, which will include representatives of MLIM management and MLIM's Legal Advisory Department. No MLIM employee may discuss pending corporate governance issues relating to securities held by MLIM clients with other Merrill Lynch employees if such discussions would violate MLIM's Ethical Wall policies. Any communication relating to corporate governance matters that a MLIM employee reasonably believes could constitute a violation of such policies should immediately be reported to the Secretary of the Proxy Voting Committee and/or MLIM's Chief Compliance Officer or General Counsel.
(7) Subject to the Proxy Voting Policies of Merrill Lynch Trust Company FSB, the Committee may also function jointly as the Proxy Voting Committee for Merrill Lynch Trust Company FSB trust accounts managed by personnel dually-employed by MLIM.

2

I. Scope of Committee Responsibilities

The Committee shall have the responsibility for determining how to address proxy votes made on behalf of all MLIM clients, except for clients who have retained the right to vote their own proxies, either generally or on any specific matter. In so doing, the Committee shall seek to ensure that proxy votes are made in the best interests of clients, and that proxy votes are determined in a manner free from unwarranted or inappropriate influences. The Committee shall also oversee the overall administration of proxy voting for MLIM accounts.(8)

The Committee shall establish MLIM's proxy voting guidelines, with such advice, participation and research as the Committee deems appropriate from portfolio managers, proxy voting services or other knowledgeable interested parties.(9) As it is anticipated that there will not necessarily be a "right" way to vote proxies on any given issue applicable to all facts and circumstances, the Committee shall also be responsible for determining how the proxy voting guidelines will be 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 alternative actions. In so doing, the Committee may determine to vote a particular proxy in a manner contrary to its generally stated guidelines.

The Committee may determine that the subject matter of a recurring proxy issue is not suitable for general voting guidelines and requires a case-by-case determination, in which case the Committee may elect not to adopt a specific voting guideline applicable to such issue. MLIM believes that certain proxy voting issues - such as approval of mergers and other significant corporate transactions - require investment analysis akin to investment decisions, and are therefore not suitable for general guidelines. The Committee may elect to adopt a common MLIM position on certain proxy votes that are akin to investment decisions, or determine to permit portfolio managers to make individual decisions on how best to maximize economic value for the accounts for which they are responsible (similar to normal buy/sell investment decisions made by such portfolio managers).(10)


(8) The Committee may delegate day-to-day administrative responsibilities to other MLIM personnel and/or outside service providers, as appropriate.
(9) If invited to do so by the Proxy Voting Committee, Merrill Lynch personnel from investment banking, trading, retail brokerage and research areas ("Affiliate Personnel") may present their views to MLIM's Proxy Voting Committee on proxy voting issues on which they have expertise to the same extent as other outside parties invited to present to the Proxy Voting Committee. Affiliate Personnel, however, may not serve as members of the Proxy Voting Committee or be allowed to participate in its decision making (other than as presenters).
(10) The Committee will normally defer to portfolio managers on proxy votes that are akin to investment decisions except for proxy votes that involve a MLIM client or otherwise. Where a material issue is involved and the issuer is a client of MLIM, the Committee shall determine, in its discretion, whether, for the purposes of ensuring that an independent determination is reached, to retain sole discretion to cast a vote for MLIM clients.

3

While it is expected that MLIM, as a fiduciary, will generally seek to vote proxies over which MLIM exercises voting authority in a uniform manner for all MLIM clients, the Committee, in conjunction with the portfolio manager of an account, may determine that the specific circumstances of such account require that such account's proxies be voted differently due to such account's investment objective or other factors that differentiate it from other accounts. In addition, on proxy votes that are akin to investment decisions, MLIM believes portfolio managers may from time to time legitimately reach differing but equally valid views, as fiduciaries for MLIM's clients, on how best to maximize economic value in respect of a particular investment.

The Committee will also be responsible for documenting its basis for (a) any determination to vote a particular proxy in a manner contrary to its generally stated guidelines, (b) any determination to vote a particular proxy in a non-uniform manner, and (c) any other material determination made by the Committee, as well as for ensuring the maintenance of records of each proxy vote, as required by Advisers Act Rule 204-2.(11) All determinations will be made, and all records maintained, in accordance with the proxy voting standards of ERISA (notwithstanding that ERISA may not apply to all client accounts) and the Advisers Act. Except as may be required by such standards or other applicable legal requirements, or as otherwise set forth herein, the determinations and records of the Committee shall be treated as proprietary, nonpublic and confidential.

The Committee shall be assisted by other MLIM personnel, as may be appropriate. In particular, the Committee has delegated to the "Middle Office" unit of MLIM Operations responsibility for monitoring corporate actions and ensuring that proxy votes are submitted in a timely fashion. The Middle Office unit of MLIM Operations shall do this by interfacing between (1) the Committee and (2) custodians, accountants and other service providers to MLIM and its clients. The Middle Office unit of MLIM Operations shall ensure that proxy voting issues are promptly brought to the Committee's attention and that the Committee's proxy voting decisions are appropriately disseminated and implemented.

To assist MLIM in voting proxies, the Committee may retain the services of a firm providing such services. MLIM has currently retained Institutional Shareholder Services ("ISS") in that role. 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 MLIM may include, but are not limited to, in-depth research, voting recommendations (which the Committee is not obligated to follow), vote execution, and recordkeeping.


(11) The Committee may delegate the actual maintenance of such records to an outside service provider. Currently, the Committee has delegated the maintenance of such records to Institutional Shareholder Services.

4

II. Committee Membership

The Committee will be chaired by a senior MLIM investment professional (the "MLIM CIO") chosen by the MLIM Americas Business Management Committee (or other group consisting of MLIM's senior executives that may succeed such committee). The MLIM CIO will be assisted by MLIM's Head of Active Equity Management or another senior MLIM investment professional appointed by the MLIM CIO. The Committee shall consist of portfolio managers and investment analysts appointed by the MLIM CIO who are representative of the Active Equity, Private Investors and Quantitative Advisers divisions of MLIM, and such other personnel with investment or other relevant experience, as the MLIM CIO deems appropriate. No MLIM employee whose responsibilities relate primarily to Marketing or Sales may serve as a member of the Committee. Two members of MLIM's Legal Advisory Department selected by the General Counsel of MLIM will be non-voting members of the Committee, one who shall serve as the Committee's Secretary and principal legal counsel and the other who shall serve as Assistant Secretary.

The Committee's membership shall be limited to full-time employees of MLIM. No person with any investment banking, trading, retail brokerage or research responsibilities for MLIM's other 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 MLIM might be asked to do so).

5

III. Special Circumstances

Routine Consents. MLIM may be asked from time to time to consent to an amendment to, or grant a waiver under, a loan agreement, partnership agreement, indenture or other governing document of a specific financial instrument held by MLIM clients. MLIM will generally treat such requests for consents not as "proxies" subject to these Proxy Voting Policies and Procedures but as investment matters to be dealt with by the responsible MLIM investment professionals, provided that such consents (i) do not relate to the election of a board of directors or appointment of auditors of a public company, and (ii) either (A) would not otherwise materially affect the structure, management or control of a public company, or (B) relate to a company in which MLIM clients hold only interests in bank loans or debt securities and are consistent with customary standards and practices for such instruments.

Securities on Loan. Many MLIM clients participate in securities lending programs, either through Merrill Lynch Global Securities Financing ("MLGSF") (MLIM's securities lending affiliate) or lending agents unaffiliated with MLIM (such as their custodian). Under most securities arrangements, securities on loan may not be voted by the lender (unless the loan is recalled).(12) MLIM believes that each client has a right to determine whether participating in a securities lending program enhances returns, to contract with the securities lending agent of its choice and to structure a securities lending program, through its lending agent, that balances any tension between loaning and voting securities in a manner that satisfies such client. If a client has determined to participate in a securities lending program, MLIM should therefore defer to the client's determination that securities lending is beneficial to the account and not attempt to seek recalls solely for the purpose of voting routine proxies. Consequently, it is MLIM's policy that, in the event that MLIM manages an account for a client that employs a lending agent unaffiliated with MLIM, MLIM will generally not seek to vote proxies relating to securities on loan because MLIM does not have the contractual right to recall such securities on loan from an unaffiliated lending agent for purposes of voting proxies. When MLIM manages an account for a client that employs MLGSF as its lending agent, MLIM will also generally not seek to vote proxies relating to securities on loan unless the MLIM portfolio manager responsible for the account or the Committee has determined that voting the proxy is in the client's best interest and has requested MLGSF to recall the security in a timely manner, in accordance with MLIM's internal loan procedures in effect from time to time.

Voting Proxies for Non-US Companies. While the proxy voting process is well established in the United States, voting proxies of non-US companies frequently involves logistical issues which can affect MLIM's ability to vote such proxies, as well as the desirability of voting such proxies. These issues include (but are not limited to): (i) untimely notice of shareholder meetings, (ii) restrictions on a foreigner's ability to exercise votes, (iii) requirements to vote proxies in person, (iv) "shareblocking" (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting), (v) potential difficulties in translating the proxy, and (vi) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions.


(12) See, e.g., BMA Master Securities Loan Agreement, 1993 version, paragraph 6.

6

As a consequence, MLIM votes proxies of non-US companies only on a "best-efforts" basis. In addition, the Committee may determine that it is generally in the best interests of MLIM clients not to vote proxies of companies in certain countries if the Committee determines that the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote generally are expected to outweigh the benefit the client will derive by voting on the issuer's proposal. If the Committee so determines in the case of a particular country, the Committee (upon advice from MLIM portfolio managers) may override such determination with respect to a particular issuer's shareholder meeting if the Committee believes the benefits of seeking to exercise a vote at such meeting outweighs the costs, in which case MLIM will seek to vote on a best-efforts basis.

Proxies Relating to MLIM Affiliates and MLIM Clients. From time to time, MLIM may be required to vote proxies in respect of an issuer that is an affiliate of MLIM (a "MLIM Affiliate"), or a money management or other client of MLIM (a "MLIM Client").(13) In such event, provided that the Committee is aware of the real or potential conflict, the following procedures shall apply:

o if circumstances permit,(14) the Committee shall use its best efforts to have clients of MLIM that hold MLIM Affiliate or MLIM Client securities in their accounts(15) informed of the potential conflict and their right to direct MLIM's vote, withdraw MLIM's voting authority and/or appoint an independent voting fiduciary, in respect of such holdings;

o The Committee intends to adhere to the voting guidelines set forth herein for all proxy issues including matters involving MLIM Affiliates and MLIM Clients. If, however, the matter to be voted on represents a non-routine matter that is material to a MLIM Affiliate or a MLIM Client and the Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in 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 MLIM's clients;
(13) Such issuers may include investment companies for which MLIM provides investment advisory, administrative and/or other services. MLIM also may be required to vote proxies in respect of issuers that are clients of MLIM's broker-dealer affiliates. MLIM may or may not be aware of the relationship in such cases. In either event, MLIM's Ethical Wall policies (supra note 6) shall apply. In addition, in circumstances in which the client relationship is widely known to MLIM personnel and, in the opinion of the Secretary of the Proxy Committee, presents a potential material conflict, the Secretary of the Proxy Committee may advise the Committee to treat the client of an affiliated broker-dealer similarly to a MLIM client for purposes of the policies and procedures described herein.
(14) Circumstances may not permit MLIM to inform clients of a potential conflict for practical reasons (e.g., lack of time) or legal reasons (e.g., if MLIM cannot communicate the nature of the conflict without also communicating nonpublic information).
(15) In the case of an investment company advised by MLIM, it shall be sufficient for MLIM to inform a representative of the Board of Directors in accordance with procedures adopted by the investment company from time to time.

7

o if the Committee determines not to retain an independent fiduciary, or it does not follow the advice of such independent fiduciary, the powers of the Committee shall pass to a subcommittee, appointed by the MLIM CIO (with advice from the Secretary of the Committee), consisting solely of Committee members selected by the MLIM CIO. The MLIM CIO shall appoint to the subcommittee, where appropriate, only persons whose job responsibilities do not include contact with the MLIM Client or Affiliate and whose job evaluations would not be affected by MLIM's relationship with the MLIM Client or Affiliate (or failure to retain such relationship); and
o the subcommittee shall determine whether and how to vote all proxies on behalf of MLIM's clients or, if the proxy matter is, in the subcommittee's judgment, akin to an investment decision, defer to MLIM portfolio managers, provided that, if the subcommittee determines to alter MLIM's normal voting guidelines or, on matters where MLIM'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 MLIM on that matter, no proxies relating to the MLIM Client or Affiliate 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 MLIM's fiduciary duties.

8

IV. Voting Guidelines

The Committee has determined that it is appropriate and in the best interests of MLIM's clients to adopt the following voting guidelines, which represent the Committee's usual voting position on certain recurring proxy issues that are not expected to involve unusual circumstances. With respect to any particular proxy issue, however, the Committee may elect to vote differently than a voting guideline if the Committee determines that doing so is, in the Committee's judgment, in the best interest of its clients. The guidelines may be reviewed at any time upon the request of any Committee member and may be amended or deleted upon the vote of a majority of voting Committee members present at a Committee meeting for which there is a quorum.

9

A.   Boards of Directors

     These proposals concern those issues submitted to shareholders  relating to
the  composition  of the Board of Directors of companies  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 Director nominee's history of representing shareholder interests as a director of other companies, or other factors to the extent the Committee deems relevant.

The Committee's general policy is to vote:

----- ------------------------------------------------------------------------
#     VOTE and DESCRIPTION
----- ------------------------------------------------------------------------
A.1   FOR nominees for director of United States companies in uncontested
      elections, except for nominees who
      o      have missed at least two meetings and, as a result, attended
             less than 75% of meetings of the Board of Directors and its
             committees the previous year, unless the nominee missed the
             meeting(s) due to illness or company business
      o      voted to implement or renew a "dead-hand" poison pill
      o      ignored a shareholder proposal that was approved by either a
             majority of the shares outstanding in any year or by the
             majority of votes cast for  two consecutive years
      o      failed to act on takeover offers where the majority of the
             shareholders have tendered their shares
      o      are corporate insiders who serve on the audit, compensation or
             nominating committees or on a full Board that does not have
             such committees composed exclusively of independent directors
      o      on a case-by-case basis, have served as directors of other
             companies with allegedly poor corporate governance
      o      sit on more than six boards of public companies
----- ------------------------------------------------------------------------
A.2   FOR nominees for directors of non-U.S. companies in uncontested
      elections, except for nominees from whom the Committee determines to
      withhold votes due to the nominees' poor records of representing
      shareholder interests, on a case-by-case basis
----- ------------------------------------------------------------------------
A.3   FOR proposals to declassify Boards of Directors, except where there
      exists a legitimate purpose for classifying boards
----- ------------------------------------------------------------------------
A.4   AGAINST proposals to classify Boards of Directors, except where there
      exists a legitimate purpose for classifying boards
----- ------------------------------------------------------------------------

10

----- ------------------------------------------------------------------------
A.5   AGAINST proposals supporting cumulative voting
----- ------------------------------------------------------------------------
A.6   FOR proposals eliminating cumulative voting
----- ------------------------------------------------------------------------
A.7   FOR proposals supporting confidential voting
----- ------------------------------------------------------------------------
A.8   FOR proposals seeking election of supervisory board members
----- ------------------------------------------------------------------------
A.9   AGAINST shareholder proposals seeking additional representation of
      women and/or minorities generally (i.e., not specific individuals) to a
      Board of Directors
----- ------------------------------------------------------------------------
A.10  AGAINST shareholder proposals for term limits for directors
----- ------------------------------------------------------------------------
A.11  FOR shareholder proposals to establish a mandatory retirement age for
      directors who attain the age of 72 or older
----- ------------------------------------------------------------------------
A.12  AGAINST shareholder proposals requiring directors to own a minimum
      amount of company stock
----- ------------------------------------------------------------------------
A.13  FOR proposals requiring a majority of independent directors on a Board
      of Directors
----- ------------------------------------------------------------------------
A.14  FOR proposals to allow a Board of Directors to delegate powers to a
      committee or committees
----- ------------------------------------------------------------------------
A.15  FOR proposals to require audit, compensation and/or nominating
      committees of a Board of Directors to consist exclusively of independent
      directors
----- ------------------------------------------------------------------------
A.16  AGAINST shareholder proposals seeking to prohibit a single person from
      occupying the roles of chairman and chief executive officer
----- ------------------------------------------------------------------------
A.17  FOR proposals to elect account inspectors
----- ------------------------------------------------------------------------
A.18  FOR proposals to fix the membership of a Board of Directors at a
      specified size
----- ------------------------------------------------------------------------
A.19  FOR proposals permitting shareholder ability to nominate directors
      directly
----- ------------------------------------------------------------------------
A.20  AGAINST proposals to eliminate shareholder ability to nominate directors
      directly
----- ------------------------------------------------------------------------
A.21  FOR proposals permitting shareholder ability to remove directors
      directly
----- ------------------------------------------------------------------------
A.22  AGAINST proposals to eliminate shareholder ability to remove directors
      directly
----- ------------------------------------------------------------------------

11

B. Auditors

These proposals concern those issues submitted to shareholders related to the selection of 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.

The Committee's general policy is to vote:


B.1 FOR approval of independent auditors, except for
o auditors that have a financial interest in, or material association with, the company they are auditing, and are therefore believed by the Committee not to be independent
o auditors who have rendered an opinion to any company which in the Committee's opinion is either not consistent with best accounting practices or not indicative of the company's financial situation
o on a case-by-case basis, auditors who in the Committee's opinion provide a significant amount of non-audit services to the company

B.2 FOR proposals seeking authorization to fix the remuneration of auditors
B.3 FOR approving internal statutory auditors

B.4 FOR proposals for audit firm rotation, except for proposals that would require rotation after a period of less than 5 years

12

C. Compensation and Benefits

These proposals concern those issues submitted to shareholders related to management compensation and employee benefits. As a general matter, the Committee favors disclosure of a company's compensation and benefit policies and opposes excessive compensation, but believes that compensation matters are normally best determined by a corporation's board of directors, rather than shareholders. Proposals to "micro-manage" a company's compensation practices or to set arbitrary restrictions on compensation or benefits will therefore generally not be supported.

The Committee's general policy is to vote:


C.1 IN ACCORDANCE WITH THE RECOMMENDATION OF ISS on compensation plans if the ISS recommendation is based solely on whether or not the company's plan satisfies the allowable cap as calculated by ISS. If the recommendation of ISS is based on factors other than whether the plan satisfies the allowable cap the Committee will analyze the particular proposed plan. This policy applies to amendments of plans as well as to initial approvals.

C.2 FOR proposals to eliminate retirement benefits for outside directors
C.3 AGAINST proposals to establish retirement benefits for outside directors
C.4 FOR proposals approving the remuneration of directors or of supervisory board members

C.5 AGAINST proposals to reprice stock options

C.6 FOR proposals to approve employee stock purchase plans that apply to all employees. This policy applies to proposals to amend ESPPs if the plan as amended applies to all employees.

C.7 FOR proposals to pay retirement bonuses to directors of Japanese companies unless the directors have served less than three years
C.8 AGAINST proposals seeking to pay outside directors only in stock
C.9 FOR proposals seeking further disclosure of executive pay or requiring companies to report on their supplemental executive retirement benefits
C.10 AGAINST proposals to ban all future stock or stock option grants to executives

C.11 AGAINST option plans or grants that apply to directors or employees of "related companies" without adequate disclosure of the corporate relationship and justification of the option policy

C.12 FOR proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation

13

D. Capital Structure

These proposals relate to various requests, principally from management, for approval of amendments that would alter the capital structure of a company, such as an increase in authorized shares. As a general matter, the Committee will support requests that it believes enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive.

The Committee's general policy is to vote:


D.1 AGAINST proposals seeking authorization to issue shares without preemptive rights except for issuances up to 10% of a non-US company's total outstanding capital

D.2 FOR management proposals seeking preemptive rights or seeking authorization to issue shares with preemptive rights

D.3 FOR management proposals approving share repurchase programs
D.4 FOR management proposals to split a company's stock

D.5 FOR management proposals to denominate or authorize denomination of securities or other obligations or assets in Euros

D.6 FOR proposals requiring a company to expense stock options (unless the company has already publicly committed to do so by a certain date).

14

E. Corporate Charter and By-Laws

These proposals relate to various requests for approval of amendments to a corporation's charter or by-laws, principally for the purpose of adopting or redeeming "poison pills". As a general matter, the Committee opposes poison pill provisions.

The Committee's general policy is to vote:

---- -------------------------------------------------------------------------
E.1  AGAINST proposals seeking to adopt a poison pill
---- -------------------------------------------------------------------------
---- -------------------------------------------------------------------------
E.2  FOR proposals seeking to redeem a poison pill
---- -------------------------------------------------------------------------
---- -------------------------------------------------------------------------
E.3  FOR proposals  seeking to have poison pills submitted to shareholders for
     ratification
---- -------------------------------------------------------------------------
---- -------------------------------------------------------------------------

E.4 FOR management proposals to change the company's name

15

F. Corporate Meetings

These are routine proposals relating to various requests regarding the formalities of corporate meetings.

The Committee's general policy is to vote:

----- ------------------------------------------------------------------------
F.1   AGAINST proposals that seek authority to act on "any other business that
      may arise"
----- ------------------------------------------------------------------------
F.2   FOR proposals designating two shareholders to keep minutes of the meetin
----- ------------------------------------------------------------------------
 F.3  FOR proposals concerning accepting or approving financial statements and
      statutory reports
----- ------------------------------------------------------------------------
F.4   FOR  proposals approving the discharge of management and the supervisory
      board
----- ------------------------------------------------------------------------
F.5   FOR  proposals approving the allocation of income and the dividend
----- ------------------------------------------------------------------------
F.6   FOR proposals seeking authorization to file required documents/other
      formalities
----- ------------------------------------------------------------------------
F.7   FOR proposals to authorize the corporate board to ratify and execute
      approved resolutions
----- ------------------------------------------------------------------------
F.8   FOR proposals appointing inspectors of elections
----- ------------------------------------------------------------------------
F.9   FOR proposals electing a chair of the meeting
----- ------------------------------------------------------------------------
F.10  FOR proposals to permit "virtual" shareholder meetings over the Internet
----- ------------------------------------------------------------------------
F.11  AGAINST proposals to require rotating sites for shareholder meetings
----- ------------------------------------------------------------------------

16

G. Investment Companies

These proposals relate to proxy issues that are associated solely with holdings of shares of investment companies, including, but not limited to, investment companies for which MLIM provides investment advisory, administrative and/or other services. 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 of 1940 envisions will be approved directly by shareholders.

The Committee's general policy is to vote:


G.1 FOR nominees for director of mutual funds in uncontested elections, except for nominees who
o have missed at least two meetings and, as a result, attended less than 75% of meetings of the Board of Directors and its committees the previous year, unless the nominee missed the meeting due to illness or fund business
o ignore a shareholder proposal that was approved by either a majority of the shares outstanding in any year or by the majority of votes cast for two consecutive years
o are interested directors who serve on the audit or nominating committees or on a full Board that does not have such committees composed exclusively of independent directors
o on a case-by-case basis, have served as directors of companies with allegedly poor corporate governance

G.2 FOR the establishment of new series or classes of shares
G.3 AGAINST proposals to change a fund's investment objective to nonfundamental

G.4 FOR proposals to establish a master-feeder structure or authorizing the Board to approve a master-feeder structure without a further shareholder vote

G.5 AGAINST a shareholder proposal for the establishment of a director ownership requirement

G.6 FOR classified boards of closed-end investment companies

17

H. Environmental and Social Issues

These are shareholder proposals to limit 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 the 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.

The Committee's general policy is to vote:


H.1 AGAINST proposals seeking to have companies adopt international codes of conduct

H.2 AGAINST proposals seeking to have companies provide non-required reports on:
o environmental liabilities;
o bank lending policies;
o corporate political contributions or activities;
o alcohol advertising and efforts to discourage drinking by minors;
o costs and risk of doing business in any individual country;
o involvement in nuclear defense systems

H.3 AGAINST proposals requesting reports on Maquiladora operations or on CERES principles

H.4 AGAINST proposals seeking implementation of the CERES principles

18

Notice to Clients

MLIM will make records of any proxy vote it has made on behalf of a client available to such client upon request.(16) MLIM will use its best efforts to treat proxy votes of clients as confidential, except as it may decide to best serve its clients' interests or as may be necessary to effect such votes or as may be required by law.

MLIM encourage clients with an interest in particular proxy voting issues to make their views known to MLIM, provided that, in the absence of specific written direction from a client on how to vote that client's proxies, MLIM reserves the right to vote any proxy in a manner it deems in the best interests of its clients, as it determines in its sole discretion.

These policies are as of the date indicated on the cover hereof. The Committee may subsequently amend these policies at any time, without notice. MLIM will, however, provide a revised copy of these policies promptly following any amendment to any current client who has, in writing, expressed an interest in receiving updates.


(16) Such request may be made to the client's portfolio or relationship manager or addressed in writing to Secretary, MLIM Proxy Voting Committee, Legal Advisory Department, Merrill Lynch Investment Managers, 800 Scudders Mill Road, Plainsboro, NJ 08536.

19

MFC Global Investment Management logo

MFC GLOBAL INVESTMENT MANAGEMENT
(U.S.A.) LIMITED

PROXY VOTING POLICY


ISSUED: AUGUST 2003


Proxy Voting Policy

MFC Global Investment Management (U.S.A.) Limited ("MFC-GIM (USA)") manages money on behalf of, or provides investment advice to, clients.

Arising out of these relationships, MFC-GIM(USA) has a fiduciary duty to exercise care, diligence and skill in the administration and management of client funds that any person, familiar with the matters would exercise under similar circumstances in managing the property of another person.

In addition to its fiduciary duty, MFC-GIM (USA) must also comply with the proxy requirements of Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended from time to time ("Advisers Act"), and any other law which governs the exercise of voting rights by an investment adviser.

A proxy is a shareholder's right to vote that has been delegated to professionals who manage their investments. (Note: clients have the unqualified right to rescind the permission given to an advisor to vote proxies on their behalf.) The right to vote is an asset, as a company's shareholders have the power to influence the management of a corporation and it is our fiduciary obligation to ensure that these rights are voted, if clients request us to do so in writing, such that they optimize the long-term value of the investment portfolios.

Fiduciary Duty Guideline Requirements

When voting proxies, fiduciaries have an obligation to do so in an informed and responsible manner. There is a duty of loyalty. Records of voting should be maintained by retaining copies of, or access to, proxies and any supporting documentation for non-routine issues. As an investment advisory company, the obligation of fiduciaries is to vote proxies in the best interest of the clients or beneficiaries.

Our Policy

A proxy vote should be cast on behalf of each client holding the security in question. The decision on how to vote is made by the responsible Portfolio Manager, or another person or persons to whom such responsibility has been delegated by the Portfolio Manager, on behalf of the client. Such a person may include a proxy committee or a proxy voting service. See "Proxy Committees" and "Proxy Services" below.

When voting proxies, the following standards apply:

o The Portfolio Manager will vote based on what they believe to be in the best interest of the client and in accordance with the client's investment guidelines.

o Each voting decision should be made independently. The Portfolio Manager may enlist the services of reputable professionals and/or proxy evaluation services, such as Institutional Shareholder Services ("ISS") (see "Proxy Service" below), whether inside or outside the organization, to assist with the analysis of voting issues and/or to carry out the actual voting process. However, the ultimate decision as to how to cast a vote will always rest with the Portfolio Manager, or any Proxy Committee which may be

2 of 5

formed to deal with voting matters from time to time. See "Proxy Committees" below.

o Investment guidelines/contracts should outline how voting matters will be treated, and clients should be notified of voting procedures from time to time in accordance with any applicable legislative requirements.

o The quality of a company's management is a key consideration factor in the Portfolio Manager's investment decision, and a good management team is presumed to act in the best interests of the company. Therefore, in general, MFC-GIM(USA) will vote as recommended by a company's management, except in situations where the Portfolio Manager believes this is not in the best interests of clients.

o As a general principle, voting should be consistent among portfolios having the same mandates, subject to the client's preferences and the Conflict Procedures set out below.

MFC-GIM (USA) will reasonably consider specific voting instruction requests made to it by clients.

Proxy Services

Each Portfolio Manager is responsible for the voting of securities in portfolios managed by them. In order to assist in voting securities, MFC-GIM (USA) may from time to time delegate certain proxy advisory and voting responsibilities to a third party proxy service provider.

MFC-GIM (USA) has currently delegated certain duties to ISS. ISS specializes in the proxy voting and corporate governance area and provides a variety of proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance. While each Portfolio Manager may rely on ISS's research and recommendations in casting votes, each Portfolio Manager may deviate from any recommendation provided from ISS on general policy issues or specific proxy proposals in accordance with any MFC-GIM (USA) proxy policies and procedures which may be in effect from time to time. See "Proxy Committees" below.

MFC-GIM (USA) may retain other proxy voting services in place of, or in addition to, ISS from time to time without further notice to clients.

Proxy Committees

From time to time proxy voting issues arise generally or with respect to a specific vote. In such cases, one or more persons may be appointed as a Proxy Committee to review certain issues.

One or more of such committees may be created on a permanent or temporary basis from time to time. The terms of reference and the procedures under which a committee will operate from time to time must be reviewed by the Legal and

3 of 5

Compliance Department. Records of the committee's deliberations and recommendations shall be kept in accordance with this Policy and applicable law, if any. See "Documentation and Client Notification Requirements" below.

Conflicts Procedures

MFC-GIM (USA) is required to monitor and resolve possible material conflicts ("Conflicts") between the interests of MFC-GIM (USA) and the interests of clients who have instructed MFC-GIM (USA) to vote securities held in their portfolios. MFC-GIM (USA) is affiliated with both Manulife Financial Corporation ("MFC") and The Manufacturers Life Insurance Company ("MLI"). Conflicts may arise, for example, if a proxy vote is required on matters involving those companies, or other issuers in which either of them has a substantial equity interest.

Anyone within MFC-GIM (USA) who becomes aware of a potential conflict shall notify the Legal and Compliance department as well as the appropriate desk head. If it is determined by the Legal and Compliance Department that a potential conflict does exist, a Proxy Committee shall be appointed to consider the issue.

In addition to the procedures set out above concerning Proxy Committees, any Proxy Committee which considers a Conflict must appoint a member of the Legal and Compliance team as a voting member of the Committee. Persons who are officers of the issuer involved in the matter may participate in the Committee's deliberations, but shall not be entitled to vote as a member of the Committee.

The Proxy Committee shall then consider the issue involved and shall be free to make any decision it concludes is reasonable The Proxy Committee need not determine to vote each client portfolio the same way on a given matter, depending on the interests of the particular client involved.

Documentation and Client Notification Requirements

The Portfolio Manager should retain, or arrange to be retained in an accessible format from a proxy service or other source, voting records for securities held in each portfolio. These should include all records required by applicable law from time to time, such as

(i) proxy voting procedures and policies, and all amendments thereto;

(ii) all proxy statements received regarding client securities;

(iii) a record of all votes cast on behalf of clients;

(iv) records of all client requests for proxy voting information;

(v) any documents prepared by the Portfolio Manager or a Proxy Committee that were material to a voting decision or that memorialized the basis for the decision;

4 of 5

(vi) all records relating to communications with clients regarding conflicts of interest in voting; and

(vii) any other material required by law to be kept from time to time.

MFC-GIM(USA) shall describe to clients, or provide a copy of, it's proxy voting policies and procedures and shall also advise clients how they may obtain information on securities voted in their portfolio.

5 of 5

MFC Global Investment Management (U.S.), LLC

PROXY VOTING POLICY

Proxies for portfolio securities are voted by IRRC according to the following policy.

For issues not covered in the policy, or those to be evaluated on a case-by case basis, the portfolio manager holding he largest number of shares of that security among the JH funds will be contacted for advice and a voting recommendation.

If you have any questions about the procedure, please contact Lois White at 617-375-6214. For questions about the policy, contact Barry Evans at (617-375-1979).

Proxy Voting Summary

We believe in placing our clients' interests first. Before we invest in a particular stock or bond, our team of portfolio managers and research analysts look closely at the company by examining its earnings history, its management team and its place in the market. Once we invest, we monitor all our clients' holdings, to ensure that they maintain their potential to produce results for investors.

As part of our active investment management strategy, we keep a close eye on each company we invest in. Routinely, companies issue proxies by which they ask investors like us to vote for or against a change, such as a new management team, a new business procedure or an acquisition. We base our decisions on how to vote these proxies with the goal of maximizing the value of our clients' investments.

Currently, John Hancock Advisers, LLC ("JHA") and MFC Global Investment Management (U.S.), LLC ("MFC Global (U.S.)") manage open-end funds, closed-end funds and portfolios for institutions and high-net-worth investors. Occasionally, we utilize the expertise of an outside asset manager by means of a subadvisory agreement. In all cases, JHA or MFC Global (U.S.) makes the final decision as to how to vote our clients' proxies. There is one exception, however, and that pertains to our international accounts. The investment management team for international investments votes the proxies for the accounts they manage. Unless voting is specifically retained by the named fiduciary of the client, JHA and MFC Global (U.S.) will vote proxies for ERISA clients.

In order to ensure a consistent, balanced approach across all our investment teams, we have established a proxy oversight group comprised of associates from our investment, operations and legal teams. The group has developed a set of policies and procedures that detail the standards for how JHA and MFC Global (U.S.) vote proxies. The guidelines of JHA have been approved and adopted by each fund client's board of trustees who have voted to delegate proxy voting


authority to their investment adviser, JHA. JHA and MFC Global (U.S.)'s other clients have granted us the authority to vote proxies in our advisory contracts or comparable documents.

JHA and MFC Global (U.S.) have hired a third party proxy voting service which has been instructed to vote all proxies in accordance with our established guidelines except as otherwise instructed.

In evaluating proxy issues, our proxy oversight group may consider information from many sources, including the portfolio manager, management of a company presenting a proposal, shareholder groups, and independent proxy research services. Proxies for securities on loan through securities lending programs will generally not be voted, however a decision may be made to recall a security for voting purposes if the issue is material.

Below are the guidelines we adhere to when voting proxies. Please keep in mind that these are purely guidelines. Our actual votes will be driven by the particular circumstances of each proxy. From time to time votes may ultimately be cast on a case-by-case basis, taking into consideration relevant facts and circumstances at the time of the vote. Decisions on these matters (case-by-case, abstention, recall) will normally be made by a portfolio manager under the supervision of the chief investment officer and the proxy oversight group. We may abstain from voting a proxy if we conclude that the effect on our clients' economic interests or the value of the portfolio holding is indeterminable or insignificant.

Proxy Voting Guidelines

Board of Directors
We believe good corporate governance evolves from an independent board.

We support the election of uncontested director nominees, but will withhold our vote for any nominee attending less than 75% of the board and committee meetings during the previous fiscal year. Contested elections will be considered on a case by case basis by the proxy oversight group, taking into account the nominee's qualifications. We will support management's ability to set the size of the board of directors and to fill vacancies without shareholder approval but will not support a board that has fewer than 3 directors or allows for the removal of a director without cause.

We will support declassification of a board and block efforts to adopt a classified board structure. This structure typically divides the board into classes with each class serving a staggered term.

In addition, we support proposals for board indemnification and limitation of director liability, as long as they are consistent with corporate law and shareholders' interests. We believe that this is necessary to attract qualified board members.

Selection of Auditors
We believe an independent audit committee can best determine an auditor's qualifications.

We will vote for management proposals to ratify the board's selection of auditors, and for proposals to increase the independence of audit committees.

Capitalization
We will vote for a proposal to increase or decrease authorized common or preferred stock and the issuance of common stock, but will vote against a proposal to issue or convert preferred or multiple classes of stock if the board has unlimited rights to set the terms and conditions of the shares, or if the shares have voting rights inferior or superior to those of other shareholders.

In addition, we will support a management proposal to: create or restore preemptive rights; approve a stock repurchase program; approve a stock split or reverse stock split; and, approve the issuance or exercise of stock warrants

Acquisitions, mergers and corporate restructuring

Proposals to merge with or acquire another company will be voted on a case-by-case basis, as will proposals for recapitalization, restructuring, leveraged buyout, sale of assets, bankruptcy or liquidation. We will vote against a reincorporation proposal if it would reduce shareholder rights. We will vote against a management proposal to ratify or adopt a poison pill or to establish a supermajority voting provision to approve a merger or other business combination. We would however support a management proposal to opt out of a state takeover statutory provision, to spin-off certain operations or divisions and to establish a fair price provision.

Corporate Structure and Shareholder Rights

In general, we support proposals that foster good corporate governance procedures and that provide shareholders with voting power equal to their equity interest in the company.

To preserve shareholder rights, we will vote against a management proposal to restrict shareholders' right to: call a special meeting and to eliminate a shareholders' right to act by written consent. In addition, we will not support a management proposal to adopt a supermajority vote requirement to change certain by-law or charter provisions or a non-technical amendment to by-laws or a charter that reduces shareholder rights.


Equity-based compensation
Equity-based compensation is designed to attract, retain and motivate talented executives and independent directors, but should not be so significant as to materially dilute shareholders' interests.

We will vote against the adoption or amendment of a stock option plan if the:

o The compensation committee is not fully independent

o plan dilution is more than 10% of outstanding common stock,

o company allows or has allowed the re-pricing or replacement of underwater options in the past three fiscal years (or the exchange of underwater options) without shareholder approval.

o if the option is not premium priced or indexed, or does not vest based on future performance

With respect to the adoption or amendment of employee stock purchase plans or a stock award plan, we will vote against management if:

o the plan allows stock to be purchased at less than 85% of fair market value;

o this plan dilutes outstanding common equity greater than 10%

o all stock purchase plans, including the proposed plan, exceed 15% of outstanding common equity

o if the potential dilution from all company plans is more than 85%

With respect to director stock incentive/option plans, we will vote against management if:

o the minimum vesting period for options or time lapsing restricted stock is les than one year

o if the potential dilution for all company plans is more than 85%

Other Business
For routine business matters which are the subject of many proxy related questions, we will vote with management proposals to:

o change the company name;
o approve other business;
o adjourn meetings;
o make technical amendments to the by-laws or charters;
o approve financial statements;
o approve an employment agreement or contract.

Shareholder Proposals


Shareholders are permitted per SEC regulations to submit proposals for inclusion in a company's proxy statement. We will generally vote against shareholder proposals and in accordance with the recommendation of management except as follows where we will vote for proposals: o calling for shareholder ratification of auditors; o calling for auditors to attend annual meetings; o seeking to increase board independence; o requiring minimum stock ownership by directors; o seeking to create a nominating committee or to increase the independence of the nominating committee; o seeking to increase the independence of the audit committee.

Corporate and social policy issues

We believe that "ordinary  business matters" are primarily the responsibility of
management  and  should  be  approved  solely  by  the  corporation's  board  of
directors.

Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices. We generally vote against business practice proposals and abstain on social policy issues, though we may make exceptions in certain instances where we believe a proposal has substantial economic implications.

Proxy Voting Procedures

The role of the proxy voting service
John Hancock Advisers, LLC ("JHA") and MFC Global Investment Management (U.S.) ("MFC Global (U.S.)") ("Sovereign") have hired a proxy voting service to assist with the voting of client proxies. The proxy service coordinates with client custodians to ensure that proxies are received for securities held in client accounts and acted on in a timely manner. The proxy service votes all proxies received in accordance with the proxy voting guidelines established and adopted by JHA and MFC Global (U.S.). When it is unclear how to apply a particular proxy voting guideline or when a particular proposal is not covered by the guidelines, the proxy voting service will contact the proxy oversight group coordinator for a resolution.

The role of the proxy oversight group and coordinator The coordinator will interact directly with the proxy voting service to resolve any issues the proxy voting service brings to the attention of JHA or MFC Global (U.S.). When a question arises regarding how a proxy should be voted the coordinator contacts the firm's investment professionals and the proxy oversight group for a resolution. In addition the coordinator ensures that the proxy voting service receives responses in a timely manner. Also, the coordinator is responsible for identifying whether, when a voting issue arises, there is a potential conflict of interest situation and then escalating the issue to the firm's Executive


Committee.  For securities out on loan as part of a securities  lending program,
if a  decision  is  made  to vote a  proxy,  the  coordinator  will  manage  the
return/recall of the securities so the proxy can be voted.

The role of mutual fund trustees
The boards of trustees of our mutual fund clients have reviewed and adopted the proxy voting guidelines of the funds' investment adviser, JHA. The trustees will periodically review the proxy voting guidelines and suggest changes they deem advisable.

Conflicts of interest

Conflicts of interest are resolved in the best interest of clients.

With respect to potential conflicts of interest, proxies will be voted in accordance with JHA's or MFC Global (U.S.)'s predetermined policies. If application of the predetermined policy is unclear or does not address a particular proposal, a special internal review by the JHA Executive Committee or MFC Global (U.S.) Executive Committee will determine the vote. After voting, a report will be made to the client (in the case of an investment company, to the fund's board of trustees), if requested. An example of a conflict of interest created with respect to a proxy solicitation is when JHA or MFC Global (U.S.) must vote the proxies of companies that they provide investment advice to or are currently seeking to provide investment advice to, such as to pension plans.


MFC Global Investment Management (R) logo

MFC Global Investment Management US
Investment Operations
Procedures
Last Revised: 11/09/06

File Name: Proxy Procedures.doc

The MFC GIM (U.S.) IMA group votes proxy ballots on behalf of all JH mutual funds (except JH International Fund), institutional, and private client accounts. The following list is a specific set of instructions to vote the proxies through Institutional Shareholder Services. JH utilizes the SmartVoter platform, wherein individual ballot proposals are voted according to uniform guidelines that are set annually by the JH Proxy Committee. If a proxy contains unique proposals that are outside of the scope of the guidelines, the Portfolio Manager with the greatest holdings will be emailed the proposal, and he or she will decide the vote.

- Log onto ISS website, https://ga.issproxy.com/
- Click into Meetings tab to access the proxy ballots
- Sort ballots by clicking the Cutoff date header.
- Ballots are listed by cutoff date, meeting date, date of ballot receipt, company, status and country.
- To view ballot click on the company name
- When viewing ballot, note which funds hold the security, the meeting date, the cutoff date, CUSIP and proposal.
- On all funds, vote with the 594 Recommendations.
- After vote has been selected, set page setup to landscape, and print page.
- Submit ballot, and you will be brought to the confirmation screen. Print the confirmation screen and select confirm.

Refer Items
- If 594 Rec is REFER, email PM of the fund that holds the most Available Shares of the security. To check this, run 4CrossHldgHLD on Portia for CUSIP and verify which fund holds the most shares as of the record date.
- Consult fund matrix to look up the PM of the fund, and send out an email (from JHProxy mailbox) in the following format requesting voting instructions:

The company referenced above has a proxy proposal that requires your vote. Please advise via return email whether to vote FOR / AGAINST / ABSTAIN the following proposals:

Proposal # 1 ...
Proposal # 2 ...

1

I have attached the ISS's research for this meeting. The deadline for voting is March XXth, and the meeting takes place on March XX, 2006

-Attach the ISS Governance Research PDF file to the email.
*If research is unavailable be sure to mention that in the body of the email.
- The email header should contain: Proxy - Company Name - Vote Cutoff - Cutoff Date (=Day prior to actual Cutoff displayed on ISS)
- If a ballot shows up on ISS with a case-by-case (REFER) vote needing PM instruction on the same day as the cutoff date, send off the email as normal, but make note of the short notice in the Proxy folder in the spreadsheet ISS SHORT NOTICE MEETINGS2006

No PM Response
- If a PM does not respond to the email requesting voting instructions, vote ABSTAIN on the case-by-case (REFER) proposals. In addition, be sure to document that the PM did not respond- S: Fund Financial Management\PRIVACCT\ Proxy\No PM Response. Fill in the parameters of the spreadsheet, and note any reason that may be the cause for the lack of response from the portfolio manager.

- Ballots that do not get voted by the cutoff date will be automatically voted by ISS. They have standing instructions to vote in accordance with the SmartVoter recommendations and to vote ABSTAIN on all REFER recommendations. ISS will notify us via email if they have submitted a ballot.

PCG / Retail Account
- If the only holder of the security is JHA private account, email Tom/Ryan the Record Date and CUSIP. Tom/Ryan will provide you with the PM to contact on all REFER proposals

Changing Vote - Voting Against Guidelines
- If a Portfolio Manager requests a vote "against" John Hancock voting guidelines, the JH Proxy Committee must be notified before submitting the ballot. Send an email (from JHProxy) to each of the committee members stating the JH policy recommendation, as well as, the PM's recommendation. Please be sure to include the PM's justification for the vote against guidelines in the email. The current Proxy Committee members are:

Ismail Gunes, Barry Evans, Tim Keefe, Frank Knox, Mark Schmeer

Also, be sure to save all correspondence to/from the Proxy Committee in the JHProxy/Committee folder.

2

MORGAN STANLEY INVESTMENT MANAGEMENT
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 a 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 under this Policy (except for the Morgan Stanley KLD Social Index Fund, which votes proxies pursuant to the Institutional Shareholder Services' Social Investment Research Proxy Voting Guidelines) 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. A 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 a MSIM Affiliate with a proxy voting policy. In these situations, the MSIM Affiliate will comply with the client's policy.

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

1

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 a 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 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. Morgan Stanley AIP GP LP will follow the procedures as described in Appendix A. A 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.

1. Generally, routine management proposals will be supported. The following are examples of routine management proposals:

2

o Approval of financial statements, director and auditor reports.

o General updating/corrective amendments to the charter.

o 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 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.

3

1. The following proposals generally will be supported:

o Proposals requiring that a certain percentage (up to 66 2/3%) of the company's board members be independent directors.

o 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 disinsterested 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

4

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: i.e., non-audit fees should be less than 50% of the total fees paid to the auditor.

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

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:

o Proposals relating to capitalization changes that eliminate other classes of stock and/or eliminate unequal voting rights.

o 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.

5

o Proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital.

o Proposals for share repurchase plans.

o Proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock.

o Proposals to effect stock splits.

o 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).

o Proposals relating to capitalization changes that add classes of stock which substantially dilute the voting interests of existing shareholders.

o Proposals to increase the authorized number of shares of existing classes of stock that carry preemptive rights or supervoting rights.

o Proposals to create "blank check" preferred stock.

o 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:

o Proposals relating to director fees, provided the amounts are not excessive relative to other companies in the country or industry.

o 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.

o 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.

6

o 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

o 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

7

transactions that are friendly, approved by the Research Providers, where there is no portfolio manager objection and where there is no material conflict of interest, generally will be supported and will not need to be reviewed by the Proxy Review Committee.

ii. Compensation

o 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.

o Proposals relating to Executive/Director stock option plans. Generally, stock option plans should be incentive based. The Proxy Review Committee will evaluate the 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.

o Compensation proposals that allow for discounted stock options that have not been offered to employees in general.

iii. Other

o Proposals for higher dividend payouts.

o Proposals recommending set retirement ages or requiring specific levels of stock ownership by directors.

o 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.

8

o Proposals requiring diversity of board membership relating to broad based social, religious or ethnic groups.

o 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.

F. Fund of Funds. Certain Funds advised by an MSIM Affiliate invest only in other MSIM funds. If an underlying fund has a shareholder meeting, in order to avoid any potential conflict of interest, such proposals will be voted in the same proportion as the votes of the other shareholders of the underlying fund, unless otherwise determined by the Proxy Review Committee.

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).

9

(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

10

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 a 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.

B. Identification of Material Conflicts of Interest

1. 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.

2. A material conflict of interest could exist in the following situations, among others:

(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).

C. Proxy Voting Reports

11

(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.

12

Page 1

MUNDER CAPITAL MANAGEMENT

PROXY VOTING POLICIES
AND PROCEDURES

(C) 2006, Munder Capital Management Last Updated: 05-16-2006


Page 2

TABLE OF CONTENTS

I INTRODUCTION..............................................................3

II GENERAL PRINCIPLE.........................................................3

III THE PROXY COMMITTEE.......................................................3

IV ERISA FIDUCIARY DUTIES AND PROXY VOTING...................................4

V PROCESS...................................................................4

   A.     Routine Corporate Administrative Items...............................5
   B.     Special Interest Issues..............................................6
   C.     Issues Having the Potential for Major Economic Impact................7
      1.  Executive Compensation Plans.........................................7
      2.  Prevention of Greenmail..............................................7
      3.  Cumulative Voting of Directors.......................................8
      4.  Super-Majority Provisions............................................8
      5.  Fair Price Provisions................................................8
      6.  Defensive Strategies.................................................8
      7.  Business Combinations or Restructuring...............................9
   D.     VOTING IN FOREIGN MARKETS............................................9
   E.     Review of ISS Recommendations........................................9
   F.     Overriding ISS Recommendations......................................10

VI   DISCLOSURE OF VOTE.......................................................13

   A.     Public and Client Disclosures.......................................13
   B.     Mutual Fund Board of Trustees.......................................13

VII  RECONCILIATION...........................................................13

VIII RECORDKEEPING............................................................14


Page 3

PROXY VOTING POLICIES AND PROCEDURES(1)


I Introduction

     Munder Capital Management,  including its index management division,  World

Asset Management (the "Advisor"), is an investment advisor registered under the Investment Advisers Act of 1940 (the "Advisers Act"). Set forth below is the Advisor's policy on voting shares owned by advisory clients over which it has discretionary voting authority. These policies may be revised from time to time.

II General Principle

The Advisor has adopted and implements these Proxy Voting Policies and Procedures ("Policies and Procedures") as a means reasonably designed to ensure that the Advisor votes any proxy or other beneficial interest in an equity security over which the Advisor has discretionary proxy voting authority prudently and solely in the best interest of advisory clients and their beneficiaries considering all relevant factors and without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote.

The Advisor will accept directions from clients to vote their proxies in a manner that may result in their proxies being voted differently than we might vote proxies of other clients over which the Advisor has full discretionary authority. For example, some labor unions may instruct the Advisor to vote proxies for their accounts in accordance with the AFL-CIO Proxy Voting Standards, and religious institutions may instruct us to vote their proxies in a manner consistent with standards they establish. With respect to those clients desiring AFL-CIO Proxy Voting, the Advisor has retained Taft-Hartley Advisory Services ("THAS"), a division of International Shareholder Services Inc. ("ISS"), to recommend how to vote such proxies. Similarly, ISS has worked with the Advisor to develop custom guidelines for certain religious organizations. These Policies and Procedures do not generally discuss THAS or other customized proxy voting guidelines, as the Advisor believes such guidelines are client selected guidelines. The Advisor will generally not override ISS's recommendations with respect to voting proxies for accounts subject to THAS and other custom guidelines absent further client direction or authorization.

III The Proxy Committee

The members of the Proxy Committee are set forth on Exhibit A. The Proxy Committee has authorized and approved these Policies and Procedures. The Proxy Committee meets as needed to administer the Advisor's proxy review and voting process and revise and update these Policies and Procedures as new issues arise. In instances of business combinations, such as proposed mergers or similar corporate actions, the Proxy Committee or its delegates also may consult with


(1) These Proxy Voting Policies and Procedures have been approved by the Boards of Trustees of, and are applicable with respect to, Munder Series Trust, Munder Series Trust II and The Munder @Vantage Fund.

Page 4

the applicable portfolio manager or portfolio management team of the accounts holding the relevant security to determine whether the business combination is in the best interest of the client. The Proxy Committee may cause the Advisor to retain one or more vendors to review, monitor and recommend how to vote proxies in client accounts in a manner consistent in all material respects with these Policies and Procedures and then ensure that such proxies are voted on a timely basis.

IV ERISA Fiduciary Duties and Proxy Voting

The voting of proxies on securities held in employee benefit plan investment portfolios is governed by the Employee Retirement Income Security Act of 1974 ("ERISA"). Accordingly, those who vote such proxies are subject to ERISA's fiduciary duty provisions. In general, an ERISA fiduciary who votes proxies has a duty of loyalty, a duty of prudence, a duty to comply with plan documents and a duty to avoid prohibited transactions. The Proxy Committee reasonably believes that these Policies and Procedures satisfy ERISA's fiduciary duty requirements generally and, in particular, the Department of Labor's 1994 interpretive bulletin discussing ERISA's fiduciary duty provisions in the proxy voting context. IB 94-2 (29 CFR 2509.94-2).

V Process

In order to apply the general policy noted above in a timely and consistent manner, the Advisor has retained ISS to review proxies received by client accounts and recommend how to vote them. ISS has established voting guidelines that are consistent in all material respects with the policies and the process noted herein. A summary of ISS's general Proxy Voting Guidelines is attached hereto as Exhibit B. Furthermore, with respect to those clients that have directed the Advisor to follow ISS's Taft-Hartley Policy Statement & Guidelines, a summary of such statement and guidelines is attached hereto as Exhibit C. The THAS and other client-selected voting guidelines may result in votes that differ from votes cast pursuant to these Policies and Procedures. At least annually, the Proxy Committee will review ISS's general Proxy Voting Guidelines to confirm that they are consistent in all material respects with these Policies and Procedures.

The Advisor will review selected ISS's recommendations at least monthly (as described in Subsection D below) as part of its fiduciary duty to ensure that it votes proxies in a manner consistent with the best interest of its clients. Recommendations are communicated through ISS's website. Absent a determination to override ISS's recommendation as provided elsewhere in these Policies and Procedures, client proxies will be voted in accordance with applicable ISS guidelines and recommendations. Because different client accounts may be voted in accordance with different guidelines, client accounts could be voted differently on the same matter. The Advisor has also retained ISS for its turnkey voting agent service to administer its proxy voting operation. As such, ISS is responsible for ensuring that all proxies are submitted in a timely manner.


Page 5

ISS will automatically vote all client proxies in accordance with its recommendations, unless the Advisor determines to override such recommendation. The criteria for reviewing ISS's recommendations are generally set forth in Subsections A - C below. As described below, in certain instances, the Advisor has determined that the nature of the issues raised by the proxy proposal together with the costs of reviewing ISS's recommendations with respect to a particular security outweigh the potential benefits to clients from the Advisor's review of ISS's advice and recommendations. In each instance where the Advisor does not separately review ISS's recommendations, the Advisor will always vote client proxies consistent with ISS's recommendations. In each instance where the Advisor does separately review ISS's recommendation, the Advisor may vote differently from ISS's recommendation, if, based upon the criteria set forth in Subsections A-C below, the Advisor determines that such vote is in clients' best interests (as described in Subsection E below).

A. Routine Corporate Administrative Items

Philosophy: The Advisor generally is willing to vote with recommendations of management on matters of a routine administrative nature. The Advisor's position is that management should be allowed to make those decisions that are essential to the ongoing operation of the company and that are not expected to have a major economic impact on the corporation and its shareholders. Examples of issues on which the Advisor will normally vote with management's recommendation include:

1. appointment or election of auditors, unless the auditor is not independent fees for non-audit services are excessive or there is reason to believe that the auditor has rendered an opinion which is neither accurate nor fairly indicative of the corporation's financial position;

2. increases in authorized common or preferred shares (unless the amounts are excessive, the number of shares of a class of stock with superior voting rights is to be increased, or management intends to use the additional authorized shares to implement a takeover defense, in which case the Advisor will analyze the proposal on a case-by-case basis as set forth in section C below);

3. directors' liability and indemnification; unless:

o the proposal would entirely eliminate directors' liability for violating the duty of care; or

o the proposal would expand coverage beyond mere reimbursement of legal expenses to acts such as negligence, that are more serious violations of fiduciary obligations;

provided, however, that the Advisor will ordinarily vote with management's recommendation to expand coverage in cases when a


Page 6

director's legal defense was unsuccessful if: (a) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the corporation; and (b) only the director's legal expenses were covered;

4. name changes; or

5. the time and location of the annual meeting.

The Advisor generally opposes minimum share ownership requirements for directors on the basis that a director can serve a company well regardless of the extent of his share ownership. The election or re-election of unopposed directors is reviewed on a case-by-case basis. The Advisor will generally vote against an item denoting "such other business as may come before the meeting" because the Advisor will not vote "for" or "against" issues of which the Advisor is not aware.

B. Special Interest Issues

Philosophy: While there are many social, religious, political, and other special interest issues that are worthy of public attention, the Advisor believes that the burden of social responsibility rests with management. Because the Advisor's primary responsibility in voting proxies is to provide for the greatest shareholder value, the Advisor is generally opposed to special interest proposals that involve an economic cost to the corporation or that restrict the freedom of management to operate in the best interest of the corporation and its shareholders. However, the Advisor may vote for disclosure reports seeking additional information on a topic, particularly when it appears companies have not adequately addressed related shareholder concerns. Accordingly, except as provided in the prior sentence, the Advisor will generally either refrain from voting on shareholder proposals, or vote with management's recommendation, on issues such as:

1. restrictions on military contracting,
2. restrictions on the marketing of controversial products,
3. restrictions on corporate political activities,
4. restrictions on charitable contributions,
5. restrictions on doing business with foreign countries,
6. a general policy regarding human rights,
7. a general policy regarding employment practices,
8. a general policy regarding animal rights,
9. a general policy regarding nuclear power plants, and
10. rotating the location of the annual meeting among various cities.

Client accounts utilizing ISS's THAS Proxy Voting Guidelines, ISS's Proxy Voting Guidelines for religious institutions or other customized guidelines may attribute additional shareholder value to one or more of the foregoing matters, and thus ISS or other client guidelines may, on a case-by-case analysis,


Page 7

recommend voting in favor of such shareholder proposals or issues for the applicable client accounts.

C. Issues Having the Potential for Major Economic Impact

Philosophy: The Advisor is not willing to vote with management on proposals that have the potential for major adverse economic impact on the corporation and the long-term value of its shares without independent analysis. The Advisor believes that the owners of the corporation should carefully analyze and decide such issues on a case-by-case basis. The following are examples of the issues that the Advisor believes have the potential for major economic impact on shareholder value:

1. Executive Compensation Plans

Stock-based incentive plans are among the most economically significant issues upon which shareholders are entitled to vote. Approval of these plans may result in large transfers of shareholders' equity out of the company to plan participants as awards vest and are exercised. The cost associated with such transfers should be measured if incentive plans are to be managed properly. Accordingly, the Advisor has delegated to ISS the estimation of the cost of a company's stock-based incentive program. An estimated dollar value for each award is determined by factoring into an option-pricing model the number of shares reserved, the exercise price, the award term, the vesting parameters, and any performance criteria. The Advisor believes that this approach affords the board adequate flexibility to structure incentive programs to meet the needs of its employees, while shareholders are ensured that the costs associated with a proposed plan are reasonable and linked to performance. A proposed stock-based incentive plan is evaluated in conjunction with all previously adopted plans to provide an overall snapshot of the company's compensation system. The aggregate value of the compensation system is then expressed as a percentage of the company's market capitalization. An allowable cap is determined by reference to the average amount paid by companies performing in the top quartile of their industry-specific peer groupings and adjusted based on differing market capitalizations.

2. Prevention of Greenmail

These proposals seek to prevent the practice of "greenmail," or accumulating large blocks of common stock for the purpose of pressuring corporations into repurchasing the stock at above market prices in order to avoid a takeover proxy fight. In general, the Advisor opposes greenmail. The Advisor believes that, if a corporation offers to buy back its stock, the offer should be made to all shareholders, not just a select group or individual.


Page 8

3. Cumulative Voting of Directors

Cumulative voting allows a shareholder with sufficient stock ownership to cast all his share votes for one director and assure election of that director to the board. The Advisor believes that, if a person owns a significant portion of a company, he ought to be able to elect a director of his choosing, and the Advisor will therefore generally support cumulative voting in the election of directors.

     4. Super-Majority Provisions

     These corporate charter amendments  generally require that a very high
percentage  of share  votes  (70-85%)  be cast  affirmatively  to approve a

merger or other business combinations, unless the board of directors has approved it in advance. These provisions have the potential to give management "veto power" over merging with another company, even though a majority of shareholders may favor the merger. In most cases, the Advisor believes that requiring super-majority approval of mergers places too much veto power in the hands of management and other minority shareholders at the expense of the majority shareholders, and the Advisor will generally vote against such provisions.

5. Fair Price Provisions

These provisions are directed toward discouraging two-tier acquisitions where an interested shareholder (who owns 10% or more of the common stock) makes a partial tender offer at one price to gain control of the company and then completes the merger by paying the remaining shareholders a lower price or different consideration. Shareholders who pass on the first offer may be forced to accept the later offer at an unattractive price. Fair price provisions require a super-majority vote (generally 70-85% of outstanding shares) to approve a merger involving an interested stockholder, unless either a minimum "fair price" (often defined as the highest price the interested shareholder paid for his shares in a given time period preceding his tender offer) is paid to all shareholders or the merger is approved by a majority of the continuing directors. Fair price provisions will generally be analyzed on a case-by-case basis. Factors to be considered include the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism used to calculate the fair price. The Advisor will typically oppose a fair price provision, if the proposal requires a vote of greater than a majority of disinterested shares to repeal the provision.

6. Defensive Strategies

The Advisor analyzes these proposals on a case-by-case basis to determine the effect on shareholder value. The Advisor's decision will be based on whether the Advisor believes that the proposal enhances long-term economic value for shareholders. Examples of the types of proposals governed by this paragraph include, without limitation, those that:


Page 9

a. create (which generally opposed to approving, unless it cannot be used as a take-over defense) or eliminate "blank check preferred" shares;

b. classify or stagger the board of directors (which the Advisor is generally opposed to approving) or eliminate such classification or staggering (which the Advisor typically agrees should be eliminated);

c. establish or redeem "poison pills" that make it financially unattractive for a shareholder to purchase more than a small percentage of the company's shares;

d. change the size of the board; or

e. authorize or prevent the repurchase of outstanding shares.

7. Business Combinations or Restructuring

The Advisor analyzes these proposals on a case-by-case basis to determine the effect on shareholder value. The Advisor's decision will be based on whether the Advisor believes that the proposal enhances long-term economic value for shareholders.

D. VOTING IN FOREIGN MARKETS

Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which client accounts may invest. The Advisor will evaluate issues presented to shareholders for each client's foreign holdings in the context of the guidelines described above, as well as local market standards and best practices. The Advisor will vote proxies in foreign markets in a manner generally consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances when the Advisor elects not to vote as described below.

Many foreign markets require that securities be blocked or reregistered to vote at a company's meeting. The Advisor generally will not subject client accounts to the loss of liquidity imposed by these requirements. In addition, the costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be higher than for U.S. holdings. As such, the Advisor may limit its voting proxies on foreign holdings in instances where the issues presented are unlikely to have a material impact on shareholder value.

E. Review of ISS Recommendations

On a regular basis, but no less frequently than monthly, the Proxy Committee will review selected ISS recommendations for upcoming shareholder meetings. The Advisor has determined that the costs of reviewing ISS's advice


Page 10

and recommendations with respect to a particular security outweigh the potential benefits to clients from the Advisor's review of ISS's advice and recommendations, unless:

(1) Complex, Unusual or Significant. ISS's recommendation relates to proxy proposals that are complex or unusual or that raise significant issues (e.g., anti-takeover provisions or business combinations and/or restructurings), and

(2) Client Holdings are Meaningful. For these purposes, the holding of a particular issuer would be considered to be meaningful if

(i) the particular issuer soliciting proxies or to whom the proxy solicitation relates represents at least two percent (2%) of the fair market value of any client account and the fair market value of the portfolio holding is at least one million dollars ($1,000,000); or

(ii) all client accounts with respect to which the Advisor holds full discretionary authority to vote a client's proxies hold, in the aggregate, at least one percent (1%) of the outstanding voting shares of the issuer.

As a result of the foregoing, the Advisor will generally vote proxies consistent with ISS's recommendations without independent review, unless the subject matter of the proxy solicitation raises complex, unusual or significant issues and the cost of reviewing ISS's advice and recommendations with respect to a particular proxy do not outweigh the potential benefits to clients from its review of ISS's advice and recommendations.

Minutes will not be kept of Proxy Committee meetings. However, any determinations by the Proxy Committee and the Legal/Compliance Department to vote proxies differently from the applicable ISS recommendation, as described more fully below, shall be documented and retained as a record of the Advisor as specified in Section VIII hereof.

F. Overriding ISS Recommendations

From time to time a portfolio manager, an analyst or a member of the Proxy Committee may disagree with ISS's recommendation on how to vote client proxies for one or more resolutions. However, because the Advisor may have business interests that exposes it to pressure to vote a proxy in a manner that may not be in the best interest of its clients, all requests to vote differently from the ISS recommendation with respect to a particular matter must be given to the Proxy Manager (who is identified in Exhibit A) or, in the absence of the Proxy Manager, another member of the Proxy Committee for independent review by the Proxy Committee. Following receipt of such request, the Proxy Manager or Proxy Committee member will follow the following process:

(1) Complete a Proxy Override Request Form which contains: (a) information regarding the resolution in question; (b) the rationale for not following ISS's recommendation; and (c) the identification of any actual or potential


Page 11

conflicts between the interests of the Advisor and those of one or more of its clients (or sought-after clients) with respect to the voting of a proxy.
(a) In identifying all actual or potential conflicts of interest, the Proxy Manager or other Proxy Committee member shall take steps that the Proxy Committee believes are reasonably designed to determine whether the Advisor has any business interest or relationship or any executive of the Advisor has any business or personal interest or relationship that might influence the Advisor to vote in a manner that might not be in its clients' best interests, considering the nature of the Advisor's business and its clients, the issuer, the proposal, and any other relevant circumstances.

(b) A conflict of interest may exist where, for example:

(i) The Advisor manages or is actively seeking to manage the assets (including retirement plan assets) of a company whose securities are held in client accounts;

(ii) A client or a client-supported interest group actively supports a proxy proposal; or

(iii) The Advisor or senior executives of the Advisor may have personal or other business relationships with participants in proxy contests, corporate directors, and candidates for corporate directorships, or in any other matter coming before shareholders - for example, an executive of the Advisor may have a spouse or other close relative who serves as a director of a company or executive of the company.

(2) The completed Proxy Override Request Form is then submitted to the Proxy Committee and the Legal/Compliance Department for review and approval. Both the Proxy Committee and the Legal/Compliance Department must approve an override request for it to be implemented.

(a) The Proxy Committee will first review the Proxy Override Request Form and supporting documentation to determine whether the requested override is in the best interests of clients holding the proxy. If the requested override is approved by a majority of the available voting members of the Proxy Committee, assuming that at least two voting members of the Policy Committee are available, the requested override and supporting documentation shall be forwarded to the Legal/Compliance Department for their review of any potential or actual conflicts of interest.

(b) The Legal/Compliance Department may approve any override request approved by the Proxy Committee only if:


Page 12

(i) No Conflict. No conflict of interest is identified.

(ii) Immaterial or Remote Conflict. If a potential or actual conflict of interest is identified, but such conflict, in the reasonable judgment of the Legal/Compliance Department, is so clearly immaterial or remote as to be unlikely to influence any determination made by the Proxy Committee.

(iii) Material Conflict. If a potential or actual conflict of interest appears to be material, the Legal/Compliance Department may approve the override only with the written approval for the override request from its applicable clients.(2) Such request for approval for an override shall be accompanied by a written disclosure of the conflict. If an override request is approved by clients holding a majority of the subject shares over which the Advisor has voting discretion, the Legal/Compliance Department may approve the override with respect to all applicable clients without seeking or obtaining additional approval from each of them. However, to the extent the Advisor receives instructions from any client, the Advisor will vote such client's shares in accordance with its instructions. If no instructions are received from clients in such circumstance and approval is not obtained from clients holding a majority of the subject shares held by unaffiliated clients, the Advisor will vote the shares in accordance with ISS's recommendation. Examples of material conflicts include: (A) situations where the company soliciting the proxy, or a person known to be an affiliate of such company, is a client of the Advisor and the override proposes to change the vote to favor such client or its management(3) and (B) situations where the company soliciting the proxy, or a person known to be an affiliate of such company is, to the knowledge of any employee of the Advisor involved in reviewing or advocating the potential override, being actively solicited to be either a client of the Advisor and the override proposes to change the vote to favor such potential client or its management.

(3) If both the Proxy Committee and the Legal/Compliance Department approve the request to override ISS's recommendation for one or more accounts, the authorizing person(s) will memorialize their approval on the Proxy Override


(2) With respect to advisory clients through wrap programs, the request and disclosure need only be sent to the wrap program's sponsor.

(3) Conversely, it would not be a conflict of interest to override an ISS recommendation and vote against a client or its management.


Page 13

Request Form and provide the approved Proxy Override Request Form to the Proxy Manager for communication of the revised voting instruction to ISS.

(4) The Proxy Manager will preserve a copy of each submitted Proxy Override Request Form, whether or not approved, any supporting documentation, and any client consents, with the records of the Proxy Committee and in accordance with the recordkeeping requirements contained herein.

VI Disclosure of Vote

A. Public and Client Disclosures

Except to the extent required by applicable law or otherwise approved by the Advisor's general counsel or chief legal officer, we will not disclose to third parties how we (or ISS) voted a proxy or beneficial interest in a security. Conversely, upon request from an appropriately authorized individual, we will disclose to our advisory clients or the entity delegating the voting authority to us for such clients (such as a trustee or consultant retained by the client), how we voted such client's proxy or beneficial interest in securities it held. Furthermore, we will describe these Policies and Procedures in our Form ADV, upon request furnish a copy of these Policies and Procedures to the requesting client, and advise clients how they can obtain information on how the Advisor caused their proxies to be voted. The Advisor shall take such action as may be necessary to enable any registered investment company for which the Advisor has proxy voting authority to further comply with all disclosure obligations imposed by applicable rules and regulations.

B. Mutual Fund Board of Trustees

The Advisor will promptly advise its investment company clients of any material changes to these policies.

Every decision to vote in a manner different from the recommendation of ISS on a resolution in a proxy solicited by a company held by an investment company client shall be disclosed to such investment company's board of directors/trustees at its next regularly scheduled meeting along with an explanation for the vote.

VII Reconciliation

The Proxy Manager shall seek to reconcile on a regular basis all proxies received against holdings of all client accounts over which the Advisor has voting authority to ensure that all shares held on the record date, and for which a voting obligation exists, are voted.


Page 14

VIII Recordkeeping

The Advisor shall, with respect to those clients over which it has discretionary proxy voting authority, make and retain the following:(4)

1. Copies of all proxy voting  policies and procedures  required by section
206(4)-6 of the Advisers Act.

2.  A  copy  of  each  proxy   statement  it  receives   regarding   client
securities.(5)

3. A record of each vote cast by the Advisor (or its designee, such as ISS) on behalf of a client.(6)

4. A copy of any document created by the Advisor that was material to making a decision as to how to vote proxies on behalf of a client or that memorializes the basis for that decision.(7)

5. A record of each written client request for information on how the Advisor voted proxies on behalf of the client, and a copy of any written response by the Advisor to any (written or oral) client request for information on how the Advisor voted proxies on behalf of the requesting client.


(4) See Rule 204-2(c)(2) of the Adviser's Act.

(5) The Advisor may satisfy this requirement by relying on a third party (such as ISS) to make and retain on the Advisor's behalf, a copy of a proxy statement (provided the Advisor has obtained an undertaking from the third party to provide a copy of the proxy statement promptly upon request) or may rely on obtaining a copy of a proxy statement from the SEC EDGAR system at www.sec.gov.

(6) The Advisor may satisfy this requirement by relying a third party (such as ISS) to make and retain, on the Advisor's behalf, a record of the vote cast (provided the Advisor has obtained an undertaking from the third party to provide a copy of the record promptly upon request).

(7) The Advisor will satisfy this obligation by attaching any such documents to any Proxy Override Request Form, as provided elsewhere in these Procedures.


Page 15

All books and records required to be maintained hereunder, shall be maintained and preserved in an easily accessible place, which may include ISS's offices, for a period of not less than five years from the end of the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of the Advisor (or ISS).

Adopted:      February, 2001
Amended as of:November 2002, May 2003, February 2005, October 2005, January 2006
              and May 2006.


EXHIBIT A

The Proxy Committee consists of the following members:

o Mary Ann Shumaker (non-voting)
o Andrea Leistra
o Debbie Leich
o Thomas Mudie
o Stephen Shenkenberg (non-voting)

Wanda Magliocco shall serve as the Proxy Manager. The Advisor has retained Institutional Shareholder Services (ISS) to administer the voting of proxies.

EXHIBIT B

Institutional Shareholder Services

Proxy Voting Guidelines


EXHIBIT C

Taft-Hartley Advisory Services (THAS) U.S. Proxy Voting Policy Statement and Guidelines


EXHIBIT D

Proxy Override Request Form

Company: _______________________________________________________________________

Date of Proxy: _______________________ Date of Meeting: _______________________

Person Requesting Override: ____________________________________________________

Is the Company or one of its affiliates (e.g, a pension plan or significant shareholder) a client or actively solicited prospective client of Munder?
[ ]No [ ]Yes(identify) ______________________________________________________


Other Potential Conflicts: _____________________________________________________

Did anyone contact Munder to change its vote? [ ]No [ ]Yes(identify and explain)

Override vote for:   [ ]All client accounts holding a Company proxy, or
                     [ ]Specific accounts (identify): __________________________

Please  override  ISS's  recommendation  and vote the following  resolutions  as

indicated: (Attach additional sheets of paper if more space is needed.)

RESOLUTION TO ELECT DIRECTORS

Name: _________________________________  [ ]For     [ ]Against    [ ]Abstain
Name: _________________________________  [ ]For     [ ]Against    [ ]Abstain
Name: _________________________________  [ ]For     [ ]Against    [ ]Abstain
Name: _________________________________  [ ]For     [ ]Against    [ ]Abstain
Name: _________________________________  [ ]For     [ ]Against    [ ]Abstain

Rationale: _____________________________________________________________________

Approval: ____________________________ Date: _________________________

RESOLUTION NO. ____:_______ [ ]For [ ]Against [ ]Abstain

Description: __________________________________________________________________ Rationale: ____________________________________________________________________


Approval: ____________________________ Date: _________________________

Note: Attach a record of all oral, and a copy of all written, communications received and memoranda or similar documents created that were material to making a decision on the resolution in question.


PIMCO
Proxy Voting Policy and Procedures(1)

The following are general proxy voting policies and procedures ("Policies and Procedures") adopted by Pacific Investment Management Company LLC ("PIMCO"), an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act").(2) PIMCO serves as the investment adviser to a wide range of domestic and international clients, including investment companies registered under the Investment Company Act of 1940, as amended ("1940 Act") and separate investment accounts for other clients.(3) These Policies and Procedures are adopted to ensure compliance with Rule 206(4)-6 under the Advisers Act, other applicable fiduciary obligations of PIMCO and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") and interpretations of its staff. In addition to SEC requirements governing advisers, PIMCO's Policies and Procedures reflect the long-standing fiduciary standards and responsibilities applicable to investment advisers with respect to accounts subject to the Employee Retirement Income Security Act of 1974
("ERISA"), as set forth in the Department of Labor's rules and regulations.(4)

PIMCO will implement these Policies and Procedures for each of its respective clients as required under applicable law, unless expressly directed by a client in writing to refrain from voting that client's proxies. PIMCO's authority to vote proxies on behalf of its clients is established by its advisory contracts, comparable documents or by an overall delegation of discretionary authority over its client's assets. Recognizing that proxy voting is a rare event in the realm of fixed income investing and is typically limited to solicitation of consent to changes in features of debt securities, these Policies and Procedures also apply to any voting rights and/or consent rights of PIMCO, on behalf of its clients, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures.(43)


(1) Revised as of Feb 14, 2006.

(2) These Policies and Procedures are adopted by PIMCO pursuant to Rule 206(4)-6 under the Advisers Act, effective August 6, 2003. See Proxy Voting by Investment Advisers, IA Release No. 2106 (January 31, 2003).

(3)These Policies and Procedures address proxy voting considerations under U.S. law and regulations and do not address the laws or requirements of other jurisdictions.

(4) Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July 29, 1994). If a client is subject to ERISA, PIMCO will be responsible for voting proxies with respect to the client's account, unless the client has expressly retained the right and obligation to vote the proxies, and provided prior written notice to PIMCO of this retention.

(5) For purposes of these Policies and Procedures, proxy voting includes any voting rights, consent rights or other voting authority of PIMCO on behalf of its clients.


Set forth below are PIMCO's Policies and Procedures with respect to any voting or consent rights of advisory clients over which PIMCO has discretionary voting authority. These Policies and Procedures may be revised from time to time.

General Statements of Policy

These Policies and Procedures are designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCO's clients. Each proxy is voted on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances.

PIMCO may abstain from voting a client proxy under the following circumstances: (1) when the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant; or (2) when the cost of voting the proxies outweighs the benefits.

Conflicts of Interest

PIMCO seeks to resolve any material conflicts of interest by voting in good faith in the best interest of its clients. If a material conflict of interest should arise, PIMCO will seek to resolve such conflict in the client's best interest by pursuing any one of the following courses of action:

1._______convening an ad-hoc committee to assess and resolve the conflict;(6)

2. voting in accordance with the instructions/consent of a client after providing notice of and disclosing the conflict to that client;

3. voting the proxy in accordance with the recommendation of an independent third-party service provider;

4. suggesting that the client engage another party to determine how the proxies should be voted;

5. delegating the vote to an independent third-party service provider; or

6. voting in accordance with the factors discussed in these Policies and Procedures.

PIMCO will document the process of resolving any identified material conflict of interest.


(6) Any committee must be comprised of personnel who have no direct interest in the outcome of the potential conflict.

2

Reporting Requirements and the Availability of Proxy Voting Records

Except to the extent required by applicable law or otherwise approved by PIMCO, PIMCO will not disclose to third parties how it voted a proxy on behalf of a client. However, upon request from an appropriately authorized individual, PIMCO will disclose to its clients or the entity delegating the voting authority to PIMCO for such clients (e.g., trustees or consultants retained by the client), how PIMCO voted such client's proxy. In addition, PIMCO provides its clients with a copy of these Policies and Procedures or a concise summary of these Policies and Procedures: (i) in Part II of Form ADV; (ii) together with a periodic account statement in a separate mailing; or (iii) any other means as determined by PIMCO. The summary will state that these Policies and Procedures are available upon request and will inform clients that information about how PIMCO voted that client's proxies is available upon request.

PIMCO Record Keeping

PIMCO or its agent maintains proxy voting records as required by Rule 204-2(c) of the Advisers Act. These records include: (1) a copy of all proxy voting policies and procedures; (2) proxy statements (or other disclosures accompanying requests for client consent) received regarding client securities (which may be satisfied by relying on obtaining a copy of a proxy statement from the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or a third party provided that the third party undertakes to provide a copy promptly upon request); (3) a record of each vote cast by PIMCO on behalf of a client;
(4) a copy of any document created by PIMCO that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (5) a copy of each written client request for proxy voting records and any written response from PIMCO to any (written or oral) client request for such records. Additionally, PIMCO or its agent maintains any documentation related to an identified material conflict of interest.

Proxy voting books and records are maintained by PIMCO or its agent in an easily accessible place for a period of five years from the end of the fiscal year during which the last entry was made on such record, the first two years in the offices of PIMCO or its agent.

Review and Oversight

PIMCO's proxy voting procedures are described below. PIMCO's Compliance Group will provide for the supervision and periodic review, no less than on an annual basis, of its proxy voting activities and the implementation of these Policies and Procedures.

Because PIMCO has contracted with State Street Investment Manager Solutions, LLC ("IMS West") to perform portfolio accounting, securities processing and settlement processing on behalf of PIMCO, certain of the following procedures involve IMS West in administering and implementing the proxy voting process. IMS West will review and monitor the proxy voting process to ensure that proxies are voted on a timely basis.

3

1. Transmit Proxy to PIMCO. IMS West will forward to PIMCO's Compliance Group each proxy received from registered owners of record (e.g., custodian bank or other third party service providers).

2. Conflicts of Interest. PIMCO's Compliance Group will review each proxy to determine whether there may be a material conflict between PIMCO and its client. As part of this review, the group will determine whether the issuer of the security or proponent of the proposal is a client of PIMCO, or if a client has actively solicited PIMCO to support a particular position. If no conflict exists, this group will forward each proxy to PIMCO's Middle Office Group for consideration by the appropriate portfolio manager(s). However, if a conflict does exist, PIMCO's Compliance Group will seek to resolve any such conflict in accordance with these Policies and Procedures.

3. Vote. The portfolio manager will review the information, will vote the proxy in accordance with these Policies and Procedures and will return the voted proxy to PIMCO's Middle Office Group.

4. Review. PIMCO's Middle Office Group will review each proxy that was submitted to and completed by the appropriate portfolio manager. PIMCO's Middle Office Group will forward the voted proxy back to IMS West with the portfolio manager's decision as to how it should be voted.

5. Transmittal to Third Parties. IMS West will document the portfolio manager's decision for each proxy received from PIMCO's Middle Office Group in a format designated by the custodian bank or other third party service provider. IMS West will maintain a log of all corporate actions, including proxy voting, which indicates, among other things, the date the notice was received and verified, PIMCO's response, the date and time the custodian bank or other third party service provider was notified, the expiration date and any action taken.

6. Information Barriers. Certain entities controlling, controlled by, or under common control with PIMCO ("Affiliates") may be engaged in banking, investment advisory, broker-dealer and investment banking activities. PIMCO personnel and PIMCO's agents are prohibited from disclosing information regarding PIMCO's voting intentions to any Affiliate. Any PIMCO personnel involved in the proxy voting process who are contacted by an Affiliate regarding the manner in which PIMCO or its delegate intend to vote on a specific issue must terminate the contact and notify the Compliance Group immediately.

Categories of Proxy Voting Issues

In general, PIMCO reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. PIMCO considers each proposal on a case-by-case basis, taking into consideration various factors and all relevant facts and circumstances at the time of the vote. PIMCO may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or

4

shareholders, because PIMCO believes the recommendations by the issuer generally are in shareholders' best interests, and therefore in the best economic interest of PIMCO's clients. The following is a non-exhaustive list of issues that may be included in proxy materials submitted to clients of PIMCO, and a non-exhaustive list of factors that PIMCO may consider in determining how to vote the client's proxies.

Board of Directors

1. Independence. PIMCO may consider the following factors when voting on director independence issues: (i) majority requirements for the board and the audit, nominating, compensation and/or other board committees; and (ii) whether the issuer adheres to and/or is subject to legal and regulatory requirements.

2. Director Tenure and Retirement. PIMCO may consider the following factors when voting on limiting the term of outside directors: (i) the introduction of new viewpoints on the board; (ii) a reasonable retirement age for the outside directors; and (iii) the impact on the board's stability and continuity.

3. Nominations in Elections. PIMCO may consider the following factors when voting on uncontested elections: (i) composition of the board; (ii) nominee availability and attendance at meetings; (iii) any investment made by the nominee in the issuer; and (iv) long-term corporate performance and the price of the issuer's securities.

4. Separation of Chairman and CEO Positions. PIMCO may consider the following factors when voting on proposals requiring that the positions of chairman of the board and the chief executive officer not be filled by the same person: (i) any potential conflict of interest with respect to the board's ability to review and oversee management's actions; and (ii) any potential effect on the issuer's productivity and efficiency.

5. D&O Indemnification and Liability Protection. PIMCO may consider the following factors when voting on proposals that include director and officer indemnification and liability protection: (i) indemnifying directors for conduct in the normal course of business; (ii) limiting liability for monetary damages for violating the duty of care; (iii) expanding coverage beyond legal expenses to acts that represent more serious violations of fiduciary obligation than carelessness (e.g. negligence); and (iv) providing expanded coverage in cases where a director's legal defense was unsuccessful if the director was found to have acted in good faith and in a manner that he or she reasonably believed was in the best interests of the company.

6. Stock Ownership. PIMCO may consider the following factors when voting on proposals on mandatory share ownership requirements for directors: (i) the benefits of additional vested interest in the issuer's stock; (ii) the ability of a director to fulfill his duties to the issuer regardless of the extent of his stock ownership; and (iii) the impact of limiting the number of persons qualified to be directors.

5

Proxy Contests and Proxy Contest Defenses

1. Contested Director Nominations. PIMCO may consider the following factors when voting on proposals for director nominees in a contested election: (i) background and reason for the proxy contest; (ii) qualifications of the director nominees; (iii) management's track record; (iv) the issuer's long-term financial performance within its industry; (v) assessment of what each side is offering shareholders; (vi) the likelihood that the proposed objectives and goals can be met; and (vii) stock ownership positions of the director nominees.

2. _Reimbursement for Proxy Solicitation Expenses. PIMCO may consider the following factors when voting on reimbursement for proxy solicitation expenses:
(i) identity of the persons who will pay the expenses; (ii) estimated total cost of solicitation; (iii) total expenditures to date; (iv) fees to be paid to proxy solicitation firms; and (v) when applicable, terms of a proxy contest settlement.

3. Ability to Alter the Size of the Board by Shareholders. PIMCO may consider whether the proposal seeks to fix the size of the board and/or require shareholder approval to alter the size of the board.

4. Ability to Remove Directors by Shareholders. PIMCO may consider whether the proposal allows shareholders to remove directors with or without cause and/or allow shareholders to elect directors and fill board vacancies.

5. Cumulative Voting. PIMCO may consider the following factors when voting on cumulative voting proposals: (i) the ability of significant stockholders to elect a director of their choosing; (ii) the ability of minority shareholders to concentrate their support in favor of a director(s) of their choosing; and (iii) any potential limitation placed on the director's ability to work for all shareholders.

6. Supermajority Shareholder Requirements. PIMCO may consider all relevant factors, including but not limited to limiting the ability of shareholders to effect change when voting on supermajority requirements to approve an issuer's charter or bylaws, or to approve a merger or other significant business combination that would require a level of voting approval in excess of a simple majority.

Tender Offer Defenses

1. Classified Boards. PIMCO may consider the following factors when voting on classified boards: (i) providing continuity to the issuer; (ii) promoting long-term planning for the issuer; and (iii) guarding against unsolicited takeovers.

2. Poison Pills. PIMCO may consider the following factors when voting on poison pills: (i) supporting proposals to require a shareholder vote on other shareholder rights plans; (ii) ratifying or redeeming a poison pill in the interest of protecting the value of the issuer; and (iii) other alternatives to

6

prevent a takeover at a price clearly below the true value of the issuer.

3. Fair Price Provisions. PIMCO may consider the following factors when voting on proposals with respect to fair price provisions: (i) the vote required to approve the proposed acquisition; (ii) the vote required to repeal the fair price provision; (iii) the mechanism for determining fair price; and (iv) whether these provisions are bundled with other anti-takeover measures (e.g., supermajority voting requirements) that may entrench management and discourage attractive tender offers.

Capital Structure

1. Stock Authorizations. PIMCO may consider the following factors to help distinguish between legitimate proposals to authorize increases in common stock for expansion and other corporate purchases and those proposals designed primarily as an anti-takeover device: (i) the purpose and need for the stock increase; (ii) the percentage increase with respect to the authorization currently in place; (iii) voting rights of the stock; and (iv) overall capitalization structure of the issuer.

2. Issuance of Preferred Stock. PIMCO may consider the following factors when voting on the issuance of preferred stock: (i) whether the new class of preferred stock has unspecified voting, conversion, dividend distribution, and other rights; (ii) whether the issuer expressly states that the stock will not be used as a takeover defense or carry superior voting rights; (iii) whether the issuer specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable; and (iv) whether the stated purpose is to raise capital or make acquisitions in the normal course of business.

3. Stock Splits. PIMCO may consider the following factors when voting on stock splits: (i) the percentage increase in the number of shares with respect to the issuer's existing authorized shares; and (ii) the industry that the issuer is in and the issuer's performance in that industry.

4. Reversed Stock Splits. PIMCO may consider the following factors when voting on reverse stock splits: (i) the percentage increase in the shares with respect to the issuer's existing authorized stock; and (ii) issues related to delisting the issuer's stock.

Executive and Director Compensation

1. Stock Option Plans. PIMCO may consider the following factors when voting on stock option plans: (i) whether the stock option plan expressly permits the repricing of options; (ii) whether the plan could result in earnings dilution of greater than a specified percentage of shares outstanding; (iii) whether the plan has an option exercise price below the market price on the day of the grant; (iv) whether the proposal relates to an amendment to extend the term of options for persons leaving the firm voluntarily or for cause; and (v) whether the stock option plan has certain other embedded features.

7

2. Director Compensation. PIMCO may consider the following factors when voting on director compensation: (i) whether director shares are at the same market risk as those of the issuer's shareholders; and (ii) how stock option programs for outside directors compare with the standards of internal stock option programs.

3. Golden and Tin Parachutes. PIMCO may consider the following factors when voting on golden and/or tin parachutes: (i) whether they will be submitted for shareholder approval; and (ii) the employees covered by the plan and the quality of management.

State of Incorporation

State Takeover Statutes. PIMCO may consider the following factors when voting on proposals to opt out of a state takeover statute: (i) the power the statute vests with the issuer's board; (ii) the potential of the statute to stifle bids; and (iii) the potential for the statute to empower the board to negotiate a better deal for shareholders.

Mergers and Restructurings

1. Mergers and Acquisitions. PIMCO may consider the following factors when voting on a merger and/or acquisition: (i) anticipated financial and operating benefits as a result of the merger or acquisition; (ii) offer price; (iii) prospects of the combined companies; (iv) how the deal was negotiated; and (v) changes in corporate governance and the potential impact on shareholder rights. PIMCO may also consider what impact the merger or acquisition may have on groups/organizations other than the issuer's shareholders.

2. Corporate Restructurings. With respect to a proxy proposal that includes a spin-off, PIMCO may consider the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives. With respect to a proxy proposal that includes an asset sale, PIMCO may consider the impact on the balance sheet or working capital and the value received for the asset. With respect to a proxy proposal that includes a liquidation, PIMCO may consider management's efforts to pursue alternatives, the appraisal value of assets, and the compensation plan for executives managing the liquidation.

Investment Company Proxies

For a client that is invested in an investment company, PIMCO votes each proxy of the investment company on a case-by-case basis and takes all reasonable steps to ensure that proxies are voted consistent with all applicable investment policies of the client and in accordance with any resolutions or other instructions approved by authorized persons of the client.

For a client that is invested in an investment company that is advised by PIMCO or its affiliates, if there is a conflict of interest which may be presented when voting for the client (e.g., a proposal to approve a contract between PIMCO and the investment company), PIMCO will resolve the conflict by doing any one of

8

the following: (i) voting in accordance with the instructions/consent of the client after providing notice of and disclosing the conflict to that client;
(ii) voting the proxy in accordance with the recommendation of an independent third-party service provider; or (iii) delegating the vote to an independent third-party service provider.

1. Election of Directors or Trustees. PIMCO may consider the following factors when voting on the director or trustee nominees of a mutual fund: (i) board structure, director independence and qualifications, and compensation paid by the fund and the family of funds; (ii) availability and attendance at board and committee meetings; (iii) investments made by the nominees in the fund; and
(iv) the fund's performance.

2. Converting Closed-end Fund to Open-end Fund. PIMCO may consider the following factors when voting on converting a closed-end fund to an open-end fund: (i) past performance as a closed-end fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address any discount of the fund's shares; (iv) past shareholder activism; (v) board activity; and (vi) votes on related proposals.

3. Proxy Contests. PIMCO may consider the following factors related to a proxy contest: (i) past performance of the fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address past shareholder activism; (iv) board activity; and (v) votes on related proposals.

4. Investment Advisory Agreements. PIMCO may consider the following factors related to approval of an investment advisory agreement: (i) proposed and current fee arrangements/schedules; (ii) fund category/investment objective;
(iii) performance benchmarks; (iv) share price performance as compared with peers; and (v) the magnitude of any fee increase and the reasons for such fee increase.

5. Policies Established in Accordance with the 1940 Act. PIMCO may consider the following factors: (i) the extent to which the proposed changes fundamentally alter the investment focus of the fund and comply with SEC interpretation; (ii) potential competitiveness; (iii) regulatory developments; and (iv) current and potential returns and risks.

6. Changing a Fundamental Restriction to a Non-fundamental Restriction. PIMCO may consider the following when voting on a proposal to change a fundamental restriction to a non-fundamental restriction: (i) reasons given by the board and management for the change; and (ii) the projected impact of the change on the fund's portfolio.

7. Distribution Agreements. PIMCO may consider the following when voting on a proposal to approve a distribution agreement: (i) fees charged to comparably sized funds with similar investment objectives; (ii) the distributor's reputation and past performance; and (iii) competitiveness of the fund among other similar funds in the industry.

9

8. Names Rule Proposals. PIMCO may consider the following factors when voting on a proposal to change a fund name, consistent with Rule 35d-1 of the 1940 Act: (i) whether the fund invests a minimum of 80% of its assets in the type of investments suggested by the proposed name; (ii) the political and economic changes in the target market; and (iii) current asset composition.

9. Disposition of Assets/Termination/Liquidation. PIMCO may consider the following when voting on a proposal to dispose of fund assets, terminate, or liquidate the fund: (i) strategies employed to salvage the fund; (ii) the fund's past performance; and (iii) the terms of the liquidation.

10. Changes to Charter Documents. PIMCO may consider the following when voting on a proposal to change a fund's charter documents: (i) degree of change implied by the proposal; (ii) efficiencies that could result; (iii) state of incorporation; and (iv) regulatory standards and implications.

11. Changing the Domicile of a Fund. PIMCO may consider the following when voting on a proposal to change the domicile of a fund: (i) regulations of both states; (ii) required fundamental policies of both states; and (iii) the increased flexibility available.

12. Change in Fund's Subclassification. PIMCO may consider the following when voting on a change in a fund's subclassification from diversified to non-diversified or to permit concentration in an industry: (i) potential competitiveness; (ii) current and potential returns; (iii) risk of concentration; and (iv) consolidation in the target industry.

Distressed and Defaulted Securities

1. Waivers and Consents. PIMCO may consider the following when determining whether to support a waiver or consent to changes in provisions of indentures governing debt securities which are held on behalf of clients: (i) likelihood that the granting of such waiver or consent will potentially increase recovery to clients; (ii) potential for avoiding cross-defaults under other agreements; and (iii) likelihood that deferral of default will give the obligor an opportunity to improve its business operations.

2. Voting on Chapter 11 Plans of Liquidation or Reorganization. PIMCO may consider the following when determining whether to vote for or against a Chapter 11 plan in a case pending with respect to an obligor under debt securities which are held on behalf of clients: (i) other alternatives to the proposed plan; (ii) whether clients are treated appropriately and in accordance with applicable law with respect to their distributions; (iii) whether the vote is likely to increase or decrease recoveries to clients.

Miscellaneous Provisions

1. Such Other Business. Proxy ballots sometimes contain a proposal granting the board authority to "transact such other business as may properly come before

10

the meeting." PIMCO may consider the following factors when developing a position on proxy ballots that contain a proposal granting the board authority to "transact such other business as may properly come before the meeting": (i) whether the board is limited in what actions it may legally take within such authority; and (ii) PIMCO's responsibility to consider actions before supporting them.

2. Equal Access. PIMCO may consider the following factors when voting on equal access: (i) the opportunity for significant company shareholders to evaluate and propose voting recommendations on proxy proposals and director nominees, and to nominate candidates to the board; and (ii) the added complexity and burden of providing shareholders with access to proxy materials.

3. Charitable Contributions. PIMCO may consider the following factors when voting on charitable contributions: (i) the potential benefits to shareholders; and (ii) the potential impact on the issuer's resources that could have been used to increase shareholder value.

4. Special Interest Issues. PIMCO may consider the following factors when voting on special interest issues: (i) the long-term benefit to shareholders of promoting corporate accountability and responsibility on social issues; (ii) management's responsibility with respect to special interest issues; (iii) any economic costs and restrictions on management; (iv) a client's instruction to vote proxies in a specific manner and/or in a manner different from these Policies and Procedures; and (v) the responsibility to vote proxies for the greatest long-term shareholder value.

* * * * *

11

Pzena Investment Management, LLC Amended and Restated Proxy Voting Policies and Procedures Effective July 1, 2003 and Further amended March 15, 2004 and August 1, 2004

I. Requirements Described

A. Investment Advisers Act Requirements. Although the Investment Advisers Act of 1940, as amended (the "Advisers Act"), does not explicitly require that a registered investment adviser vote client-owned shares on behalf of its clients, the SEC contends that the adviser's fiduciary duty extends to voting (as well as trading) and requires that, if the adviser has the obligation to vote shares beneficially owned by its clients, the adviser vote in the best interest of clients. In addition, Rule 206(4)-6 of the Advisers Act requires an investment adviser who exercises voting authority over client proxies to adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interest of clients, to disclose to clients information about those policies and procedures, to disclose to clients how they may obtain information on how the adviser has voted their proxies, and to maintain certain records relating to proxy voting.

B. United Kingdom Code of Conduct Considerations. Certain offshore clients have contractually obligated PIM to vote proxies and take other corporate actions consistent with the UK Combined Code of Practice. This Combined Code is the UK equivalent of to the Sarbanes-Oxley Act. The Combined Code is mostly a prudential guide setting out the kinds of things investment firms should be watching out for in their portfolio companies in order to ensure shareholders derive value from their investments. With respect to proxy voting, the Combined Code emphasizes that investment advisers have a responsibility to make considered use of their votes. Best practice recommendations under the Combined Code for fulfilling this duty include meetings between the investment adviser and senior management of portfolio companies, and monitoring of portfolio companies' (1) governance arrangements (particularly those relating to board composition, structure, accountability and independence), (2) management compensation arrangements, (3) financial reporting; (4) internal controls, and
(5) approach to corporate social responsibility.

C. ERISA Considerations. The Department of Labor has taken the position that an investment adviser managing pension plan assets generally has the responsibility to vote shares held by the plan and subject to the investment adviser's management, unless this responsibility is specifically allocated to some other person pursuant to the governing plan documents. The following principles apply to voting responsibilities of an investment adviser with respect to shares held on behalf of an ERISA pension plan:


1. Responsibility for voting should be clearly delineated between the adviser and the trustee or other plan fiduciary that appointed the adviser.

2. An adviser with voting authority must take reasonable steps to ensure that it has received all proxies for which it has voting authority and must implement appropriate reconciliation procedures.

3. In voting, an investment adviser must act prudently and solely in the interests of pension plan participants and beneficiaries. An investment adviser must consider factors that would affect the value of the plan's investments and may not subordinate the interests of plan participants and beneficiaries in their retirement income to unrelated objectives, such as social considerations. (However, other Department of Labor pronouncements in the context of investment decisions indicate that social considerations may be used in making investment decisions to select among investments of equal risk and return.)

4. No one can direct the investment manager's vote on a specific issue or on a specific company unless that contingency is provided for in writing and the person giving such direction is a named fiduciary of the plan.

5. The client must periodically monitor the adviser's voting activities, and both the client's monitoring activities and the adviser's voting activities (including the votes cast in each particular case) must be documented.

II. Procedures

A. Introduction

As of October 1, 2001, PIM ("PIM") began subscribing to a proxy monitor and voting agent service offered by Institutional Shareholder Services, Inc. ("ISS"). Under the written agreement between ISS and PIM, ISS provides a proxy analysis with research and a vote recommendation for each shareholder meeting of the companies in our separately managed account client portfolios and the U.S. companies in the Pzena Investment Management International--Pzena Global Value Service portfolio. They also vote, record and generate a voting activity report for our clients and offer a social investment research service which enables us to screen companies for specific issues (e.g., tobacco, alcohol, gambling). The provision of these services became operational as of November 15, 2001. PIM retains responsibility for instructing ISS how to vote, and we still apply our own guidelines as set forth herein when voting. If PIM does not issue instructions for a particular vote, the default is for ISS to mark the ballots in accordance with these guidelines (when they specifically cover the item being voted on), and with management (when there is no PIM policy covering the vote).(1)


(1) This default was phased in during early 2002 in order to give ISS time to customize their system. If we did not issue instructions for a particular proxy during the phase-in period. ISS marked the affected ballots based on the recommendations issued by ISS for that vote.

PIM personnel continue to be responsible for entering all relevant client and account information (e.g., changes in client identities and portfolio holdings) in the Indata system. A direct link download has been established between PIM and ISS providing data from the Indata System. ISS assists us with our recordkeeping functions, as well as the mechanics of voting. As part of ISS's recordkeeping/administrative function, they receive and review all proxy ballots and other materials, and generate reports regarding proxy activity during specified periods, as requested by us. To the extent that the Procedures set forth in the Section II are carried out by ISS, PIM will periodically monitor ISS to insure that the Procedures are being followed and will conduct random tests to verify that proper records are being created and retained as provided in Section 4 below.

B. Compliance Procedures

PIM's standard Investment Advisory Agreement provides that until notified by the client to the contrary, PIM shall have the right to vote all proxies for securities held in that client's account. In those instances where PIM does not have proxy voting responsibility, it shall forward to the client or to such other person as the client designates any proxy materials received by it. In all instances where PIM has voting responsibility on behalf of a client, it follows the procedures set forth below. The Director of Research is responsible for monitoring the PIM Analyst's compliance with such procedures when voting. The Director of Compliance is responsible for monitoring overall compliance with these procedures.

C. Voting Procedures

1. Determine Proxies to be Voted

Based on the information provided by PIM via the direct link download established between PIM and ISS mentioned above, ISS shall determine what proxy votes are outstanding and what issues are to be voted on for all client accounts. Proxies received by ISS will be matched against PIM's records to verify that each proxy has been received. If a discrepancy is discovered, ISS will use reasonable efforts to resolve it, including calling PIM and/or applicable Custodians. Pending votes will be forwarded first to the firm's Chief Compliance Officer who will perform the conflicts checks described in Section 2 below. Once the conflicts checks are completed, the ballots and supporting proxy materials will be returned to the Proxy Coordinator who will forward them on to the Analyst who is responsible for the Company soliciting the proxy. Specifically, the Analyst will receive a red folder containing the proxy statement, a printout of the Company's Annual Report, the proxy analysis by ISS, a blank disclosure of personal holdings form, and one or more vote record forms.(2) The Analyst will then mark his/her voting decision on the Vote Record Form, initial this form to verify his/her voting instructions, and return the


(2) A separate ballot and vote record form may be included in the red folder if the company soliciting the proxy is included in the portfolio of a client who has designated specific voting guidelines in writing to PIM which vary substantially from these policies and if the Custodian for that client does not aggregate ballots before sending them to ISS. In such event, the Analyst shall evaluate and vote such ballot on an individual basis in accordance with the applicable voting guidelines.

red folder to the Proxy Coordinator who will then enter the vote into the ISS/Proxy Monitor System. Any notes or other materials prepared or used by the Analyst in making his/her voting decision shall also be filed in the red folder.

If an Analyst desires to vote against management or contrary to the guidelines set forth in this proxy voting policy or the written proxy voting policy designated by a specific client, the Analyst will discuss the vote with the Chief Executive Officer and/or Director of Research and the Chief Executive Officer and/or Director of Research shall determine how to vote the proxy based on the Analyst's recommendation and the long term economic impact such vote will have on the securities held in client accounts. If the Chief Executive Officer and/or Director of Research agree with the Analyst recommendation and determines that a contrary vote is advisable the Analyst will provide written documentation of the reasons for the vote (by putting such documentation in the red folder and/or e-mailing such documentation to the Proxy Coordinator and General Counsel/Chief Compliance Officer for filing.) When the Analyst has completed all voting, the Analyst will return the red folder to the Proxy Coordinator who will enter the votes in the ISS system. Votes may not be changed once submitted to ISS unless such change is approved in writing by both the Chief Compliance Officer and the Director of Research.

2. Identify Conflicts and Vote According to Special Conflict Resolution Rules

The primary consideration is that PIM act for the benefit of its clients and place its client's interests before the interests of the firm and its principals and employees. The following provisions identify potential conflicts of interest that are relevant to and most likely to arise with respect to PIM's advisory business and its clients, and set forth how we will resolve those conflicts. In the event that the Research Analyst who is responsible for the Company soliciting a particular proxy has knowledge of any facts or circumstances which the Analyst believes are or may appear be a material conflict, the Analyst will advise PIM's Chief Compliance Officer, who will convene a meeting of the proxy committee to determine whether a conflict exists and how that conflict should be resolved.

a. PIM has identified the following areas of potential concern:

o Where PIM manages any pension or other assets of a publicly traded company, and also holds that company's or an affiliated company's securities in one or more client portfolios.

o Where PIM manages the assets of a proponent of a shareholder proposal for a company whose securities are in one or more client portfolios.

o Where PIM has a client relationship with an individual who is a corporate director, or a candidate for a corporate directorship of a public company whose securities are in one or more client portfolios.


o Where a PIM officer, director or employee, or an immediate family member thereof is a corporate director, or a candidate for a corporate directorship of a public company whose securities are in one or more client portfolios. For purposes hereof, an immediate family member shall be a spouse, child, parent, or sibling.

b. To address the first potential conflict identified above, PIM's Chief Compliance Officer will maintain a list of public company clients that will be updated regularly as new client relationships are established with the firm. Upon receipt of each proxy to be voted for clients, the Proxy Coordinator will give the ballot and supporting proxy materials to PIM's Chief Compliance Officer who will check to see if the company soliciting the proxy is also on the public company client list. If the company soliciting the vote is on our public company client list and PIM still manages pension or other assets of that company, the Chief Compliance Officer will note this in the red folder so that the Analyst responsible for voting the proxy will vote the proxy in accordance with the special rules set forth in Subsection f of this Section 2.

c. To address the second potential conflict identified above, PIM's Chief Compliance Officer (with the assistance of PIM's Director of Operations during the busy proxy season--March through June) will check the proxy materials to see if the proponent of any shareholder proposal is one of PIM's clients (based on the client list generated by our Portfolio Management System, Indata). If the proponent of a shareholder proposal is a PIM client, the Chief Compliance Officer will note this in the red folder so that the Analyst responsible for voting the proxy will vote the proxy in accordance with the special rules set forth in Subsection f of this Section 2.

d. To address the third potential conflict identified above, PIM's Chief Compliance Officer (with the assistance of PIM's Director of Operations during the busy proxy season--March through June) will check the proxy materials to see if any corporate director, or candidate for a corporate directorship of a public company whose securities are in one or more client portfolios is one of PIM's individual clients (based on the client list generated by our Portfolio Management System, Indata). For purposes of this check, individual clients shall include natural persons and testamentary or other living trusts bearing the name of the grantor, settlor, or beneficiary thereof. If a director or director nominee is a PIM client, the Chief Compliance Officer will note this in the red folder so that the Analyst responsible for voting the proxy will vote the proxy in accordance with the special rules set forth in Subsection f of this Section 2.

e. To address the fourth potential conflict identified above, PIM's Chief Compliance Officer (with the assistance of PIM's Director of Operations during the busy proxy season--March through June) will check the proxy materials to see if any corporate director, or candidate for a corporate directorship of a public company whose securities are in one or more client portfolios is a PIM officer, director or employee or an immediate family member thereof (based on the written responses of PIM personnel to an annual questionnaire in this regard). If a director or director nominee is a PIM officer, director or employee or an immediate family member thereof, the Chief Compliance Officer will note this in the red folder so that the Analyst responsible for voting the proxy will vote the proxy in accordance with the special rules set forth in Subsection f of this
Section 2.


f. The following special rules shall apply when a conflict is noted in the red folder:

i. In all cases where PIM manages the pension or other assets of a publicly traded company, and also holds that company's or an affiliated company's securities in one or more client portfolios, PIM will have no discretion to vote any portion of the proxy, but will defer to the recommendation(s) of ISS in connection therewith and will vote strictly according to those recommendations.

ii. The identity of the proponent of a shareholder proposal shall not be given any substantive weight (either positive or negative) and shall not otherwise influence an Analyst's determination whether a vote for or against a proposal is in the best interests of PIM's clients.

iii. If PIM has proxy voting authority for a client who is the proponent of a shareholder proposal and PIM determines that it is in the best interests of its clients to vote against that proposal, a designated member of PIM's client service team will notify the client-proponent and give that client the option to direct PIM in writing to vote the client's proxy differently than it is voting the proxies of its other clients.

iv. If the proponent of a shareholder proposal is a PIM client whose assets under management with PIM constitute 30% or more of PIM's total assets under management, and PIM has determined that it is in the best interests of its clients to vote for that proposal, PIM will disclose its intention to vote for such proposal to each additional client who also holds the securities of the company soliciting the vote on such proposal and for whom PIM has authority to vote proxies. If a client does not object to the vote within 3 business days of delivery of such disclosure, PIM will be free to vote such client's proxy as stated in such disclosure.

v. In all cases where PIM manages assets of an individual client and that client is a corporate director, or candidate for a corporate directorship of a public company whose securities are in one or more client portfolios, PIM will have no discretion to vote any portion of the proxy, but will defer to the recommendation(s) of ISS in connection therewith and will vote strictly according to those recommendations.

vi. In all cases where a PIM officer, director or employee, or an immediate family member thereof is a corporate director, or a candidate for a corporate directorship of a public company whose securities are in one or more client portfolios, PIM will have no discretion to vote any portion of the proxy, but will defer to the recommendation(s) of ISS in connection therewith and will vote strictly according to those recommendations.


Notwithstanding any of the above special rules to the contrary, in the extraordinary event that it is determined by unanimous vote of the Director of Research, the Chief Executive Officer, and the Research Analyst covering a particular company that the ISS recommendation on a particular proposal to be voted is materially adverse to the best interests of the clients, then in that event, the following alternative conflict resolution procedures will be followed:

A designated member of PIM's client service team will notify each client who holds the securities of the company soliciting the vote on such proposal and for whom PIM has authority to vote proxies, and disclose all of the facts pertaining to the vote (including, PIM's conflict of interest, the ISS recommendation, and PIM's recommendation). The client then will be asked to direct PIM how to vote on the issue. If a client does not give any direction to PIM within 3 business days of delivery of such disclosure, PIM will be free to vote such client's proxy in the manner it deems to be in the best interest of the client.

When PIM's conflicts resolution policies call for PIM to defer to ISS recommendations, PIM will make a case-by-case evaluation of whether this deferral is consistent with its fiduciary obligations by inquiring about and asking for representations from ISS on any potential conflicts it has or may have with respect to the specific vote. PIM will do this by making an email inquiry to disclosure@isspolicy.com. PIM will not do this, however, when this Proxy Policy permits PIM to defer to ISS when PIM has to vote a proxy of company shares that PIM accepted as an accommodation to a new client as part of an account funding, but then liquidated shortly thereafter because such securities were not in PIM's model.

On an annual basis, the Compliance Department also will review the conflicts policies and Code of Conduct that ISS posts on its website. This review will be conducted in February of each year before the start of proxy voting season.

3. Vote

Each proxy that comes to PIM to be voted shall be evaluated on the basis of what is in the best interest of the clients. We deem the best interests of the clients to be that which maximizes shareholder value and yields the best economic results (e.g., higher stock prices, long-term financial health, and stability). In evaluating proxy issues, PIM will rely on ISS to identify and flag factual issues of relevance and importance. We also will use information gathered as a result of the in-depth research and on-going company analyses performed by our investment team in making buy, sell and hold decisions for our client portfolios. This process includes periodic meetings with senior management of portfolio companies. PIM may also consider information from other sources, including the management of a company presenting a proposal, shareholder groups, and other independent proxy research services. Where applicable, PIM also will consider any specific guidelines designated in writing by a client.

The Research Analyst who is responsible for following the company votes the proxies for that company. If such Research Analyst also beneficially owns shares of the company in his/her personal trading accounts, the Research Analyst must


complete a special "Disclosure of Personal Holdings Form" (blank copies of which will be included in each red folder), and the Director of Research must sign off on the Research Analyst's votes for that company by initialing such special form before it and the vote record sheet are returned to the Proxy Coordinator. It is the responsibility of each Research Analyst to disclose such personal interest and obtain such initials. Any other owner, partner, officer, director, or employee of the firm who has a personal or financial interest in the outcome of the vote is hereby prohibited from attempting to influence the proxy voting decision of PIM personnel responsible for voting client securities.

Unless a particular proposal or the particular circumstances of a company may otherwise require (in the case of the conflicts identified in Section 2 above) or suggest (in all other cases), proposals generally shall be voted in accordance with the following broad guidelines:

a. Support management recommendations for the election of directors and appointment of auditors (subject to i below).

b. Give management the tools to motivate employees through reasonable incentive programs. Within these general parameters, PIM generally will support plans under which 50% or more of the shares awarded to top executives are tied to performance goals. In addition, the following are conditions that would generally cause us to vote against a management incentive arrangement:

i. With respect to incentive option arrangements:

o The proposed plan is in excess of 10% of shares, or

o The company has issued 3% or more of outstanding shares in a single year in the recent past, or

o The new plan replaces an existing plan before the existing plan's termination date (i.e., they ran out of authorization) and some other terms of the new plan are likely to be adverse to the maximization of investment returns.

For purposes hereof, the methodology used to calculate the share threshold in (i) above shall be the (sum of A + B) divided by (the sum of A + B + C + D), where:

A = the number of shares reserved under the new plan/amendment

B = the number of shares available under continuing plans

C = granted but unexercised shares under all plans

D = shares outstanding, plus convertible debt, convertible equity, and warrants


ii. With respect to severance, golden parachute or other incentive compensation arrangements:

o The proposed arrangement is excessive or not reasonable in light of similar arrangements for other executives in the company or in the company's industry (based solely on information about those arrangements which may be found in the company's public disclosures and in ISS reports); or

o The proposed parachute or severance arrangement is considerably more financially or economically attractive than continued employment. Although PIM will apply a case-by-case analysis of this issue, as a general rule, a proposed severance arrangement which is 3 or more times greater than the affected executive's then current compensation shall be voted against unless such arrangement has been or will be submitted to a vote of shareholders for ratification; or

o The triggering mechanism in the proposed arrangement is solely within the recipient's control (e.g., resignation).

c. Support facilitation of financings, acquisitions, stock splits, and increases in shares of capital stock that do not discourage acquisition of the company soliciting the proxy.

d. Vote against shareholder social issue proposals unless specifically required in writing by a client to support a particular social issue or principle.

e. Support anti-takeover measures that are in the best interest of the shareholders, but oppose poison pills and other anti-takeover measures that entrench management and/or thwart the maximization of investment returns.

f. Oppose classified boards and any other proposals designed to eliminate or restrict shareholders' rights.

g. Oppose proposals requiring super majority votes for business combinations unless the particular proposal or the particular circumstances of the affected company suggest that such a proposal would be in the best interest of the shareholders.

h. Oppose vague, overly broad, open-ended, or general "other business" proposals for which insufficient detail or explanation is provided or risks or consequences of a vote in favor cannot be ascertained.

i. Make sure management is complying with current requirements of the NYSE, NASDAQ and Sarbanes-Oxley Act of 2002 focusing on auditor independence and improved board and committee representation. Within these general parameters, the opinions and recommendations of ISS will be thoroughly evaluated and the following guidelines will be considered:


o PIM generally will vote against auditors and withhold votes from Audit Committee members if Non-audit ("other") fees are greater than the sum of audit fees + audit-related fees + permissible tax fees.

In applying the above fee formula, PIM will use the following definitions:

- Audit fees shall mean fees for statutory audits, comfort letters, attest services, consents, and review of filings with SEC

- Audit-related fees shall mean fees for employee benefit plan audits, due diligence related to M&A, audits in connection with acquisitions, internal control reviews, consultation on financial accounting and reporting standards

- Tax fees shall mean fees for tax compliance (tax returns, claims for refunds and tax payment planning) and tax consultation and planning (assistance with tax audits and appeals, tax advice relating to M&A, employee benefit plans and requests for rulings or technical advice from taxing authorities)

o PIM will apply a CASE-BY-CASE approach to shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services), taking into account whether the non-audit fees are excessive (per the formula above) and whether the company has policies and procedures in place to limit non-audit services or otherwise prevent conflicts of interest.

o PIM generally will evaluate director nominees individually and as a group based on ISS opinions and recommendations as well as our personal assessment of record and reputation, business knowledge and background, shareholder value mindedness, accessibility, corporate governance abilities, time commitment, attention and awareness, independence, and character.

o PIM generally will withhold votes from any insiders flagged by ISS on audit, compensation or nominating committees, and from any insiders and affiliated outsiders flagged by ISS on boards that are not at least majority independent.

o PIM will evaluate and vote proposals to separate the Chairman and CEO positions in a company on a case-by-case basis based on ISS opinions and recommendations as well as our personal assessment of the strength of the companies governing structure, the independence of the board and compliance with NYSE and NASDAQ listing requirements.

j. PIM generally will support re-incorporation proposals that are in the best interests of shareholders and shareholder value.

k. PIM may abstain from voting a proxy if we conclude that the effect of abstention on our clients' economic interests or the value of the portfolio holding is indeterminable or insignificant. In addition, if a company imposes a


blackout period for purchases and sales of securities after a particular proxy is voted, PIM generally will abstain from voting that proxy.

It is understood that PIM's and ISS's ability to commence voting proxies for new or transferred accounts is dependent upon the actions of custodian's and banks in updating their records and forwarding proxies. As part of its new account opening process, PIM will send written notice to the Custodians of all clients who have authorized us to vote their proxies and instruct them to direct all such proxies to: ISS/1520/PIM, 2099 Gaither Road, Suite 501, Rockville, Maryland 20850-4045. These instructions will be included in PIM's standard initial bank letter pack. If ISS has not received any ballots for a new account within 2 to 4 weeks of the account opening, ISS will follow-up with the Custodian. If ISS still has not received any ballots for the account within 6 to 8 weeks of the account opening, they will notify our Proxy Coordinator and Director of Operations and Administration who will work with the client to cause the Custodian to begin forwarding ballots. PIM will not be liable for any action or inaction by any Custodian or bank with respect to proxy ballots and voting.

Where a new client has funded its account by delivering in a portfolio of securities for PIM to liquidate and the record date to vote a proxy for one of those securities falls on a day when we are temporarily holding the position (because we were still executing or waiting for settlement), we will vote the shares. For these votes only, we will defer to ISS's recommendations, however, since we will not have first hand knowledge of the companies and cannot devote research time to them.

Proxies for securities on loan through securities lending programs will generally not be voted. Since PIM's clients and not PIM control these securities lending decisions, PIM will not be able to recall a security for voting purposes even if the issue is material.

4. Return Proxies

The Director of Operations and Administration shall send or cause to be sent (or otherwise communicate) all votes to the company or companies soliciting the proxies within the applicable time period designated for return of such votes. For so long as ISS or a similar third party service provider is handling the mechanics of voting client shares, the Chief Compliance Officer will periodically verify that votes are being sent to the companies. Such verification will be accomplished by selecting random control numbers of proxies solicited during a quarter and calling ADP to check that they received and recorded the vote.

5. Changing a Vote

Votes may not be changed once submitted to ISS unless such change is approved in writing by both the Chief Compliance Officer and the Director of Research.

III. Corporate Actions


PIM shall work with the clients' Custodians regarding pending corporate actions. Corporate action notices received from our portfolio accounting system's Alert System and/or from one or more Custodians shall be directed to our Operations Administrative Personnel who will check our records to see which client accounts hold the security for which the corporate action is pending. If the corporate action is voluntary and thus requires an affirmative response, such personnel will confirm that we have received a response form for each affected client account before the response date. The Research Analyst covering the Company will then be informed of the action so that he/she can determine if the accounts should participate and what response should be given. The Research Analyst shall consult with the firm's Director of Research and applicable Portfolio Manager when making this determination. Once determined, the response shall then be communicated back to the Custodians by our Operations Administrative Personnel by fax. On our fax cover letter, we will request a signed confirmation of our instructions from the custodian and ask them to send this page with their signature back to us. We will make follow-up calls to the custodians to get them to return the signed fax, as needed. PIM's Operations Administrative Personnel also will check the Company's website for any corporate action processing information it may contain. On the date the action should be processed, the transactions will be booked in our portfolio management system. If the action results in accounts owning fractional shares of a security, those shares will be sold off using the price per whole share found on the website. All faxes, notes and other written materials associated with the corporate action will be kept together in a folder that will be filed with the red proxy files.

PIM shall not have any responsibility to initiate, consider or participate in any bankruptcy, class action or other litigation against or involving any issue of securities held in or formerly held in a client account or to advise or take any action on behalf of a client or former client with respect to any such actions or litigation. PIM will forward to all affected clients and former clients any important class action or other litigation information received by PIM. This will not include any mass mailing requests to act as a lead plaintiff or other general solicitations for information. It will include any proof of claims forms, payment vouchers and other similar items.

IV. Client Disclosures

On July 15, 2003, PIM sent all of its then existing clients a copy of these policies and procedures as amended and restated effective July 1, 2003, as well as a notice on how to obtain information from PIM on how PIM has voted with respect to their securities. In addition, PIM added a summary description of these policies and procedures to Schedule F of Part II of PIM's ADV, and disclosed in that document how clients may obtain information from PIM on how PIM has voted with respect to their securities. From and after July 15, 2003, PIM will include a copy of these proxy voting policies and procedures, as they may be amended from time to time, in each new account pack sent to prospective clients. It also will update its ADV disclosures regarding these policies and procedures to reflect any material additions or other changes to them, as needed. Such ADV disclosures will include an explanation of how to request copies of these policies and procedures as well as any other disclosures required by Rule 206(4)-6 of the Advisers Act.


PIM will provide proxy voting summary reports to clients, on request. With respect to PIM's mutual fund clients, PIM will provide proxy voting information in such form as needed for them to prepare their Rule 30b1-4 Annual Report on Form N-PX. V. Recordkeeping

A. PIM will maintain a list of dedicated proxy contacts for its clients. Each client will be asked to provide the name, email address, telephone number, and post office mailing address of one or more persons who are authorized to receive, give direction under and otherwise act on any notices and disclosures provided by PIM pursuant to Section II.C.2.f of these policies. With respect to ERISA plan clients, PIM shall take all reasonable steps to ensure that the dedicated proxy contact for the ERISA client is a named fiduciary of the plan.

B. PIM will maintain and/or cause to be maintained by any proxy voting service provider engaged by PIM the following records. Such records will be maintained for a minimum of five years. Records maintained by PIM shall be kept for 2 years at PIM's principal office and 3 years in offsite storage.

i. Copies of PIM's proxy voting policies and procedures, and any amendments thereto.

ii. Copies of the proxy materials received by PIM for client securities. These may be in the form of the proxy packages received from each Company and/or ISS, or downloaded from EDGAR, or any combination thereof.

iii. The vote cast for each proposal overall as well as by account.

iv. Records of any calls or other contacts made regarding specific proxies and the voting thereof.

v. Records of any reasons for deviations from broad voting guidelines.

vi. Copies of any document created by PIM that was material to making a decision on how to vote proxies or that memorializes the basis of that decision.

vii. A record of proxies that were not received, and what actions were taken to obtain them.

viii. Copies of any written client requests for voting summary reports (including reports to mutual fund clients for whom PIM has proxy voting authority containing information they need to satisfy their annual reporting obligations under Rule 30b-1-4 and to complete Form N-PX) and the correspondence and reports sent to the clients in response to such requests (these shall be kept in the REPORTS folder contained in the client OPS file).


VI. Review of Policies

The proxy voting policies, procedures and guidelines contained herein have been formulated by PIM's proxy committee. This committee consists of PIM's Director of Research, Chief Compliance Officer, and at least one Portfolio Manager (who represents the interests of all PIM's portfolio managers and is responsible for obtaining and expressing their opinions at committee meetings). The committee shall review these policies, procedures and guidelines at least annually, and shall make such changes as they deem appropriate in light of then current trends and developments in corporate governance and related issues, as well as operational issues facing the firm.

Finally Adopted and Approved by the Pzena Investment Management Executive Committee on June 26, 2003

March 15, 2004 Amendments approved by the Proxy Committee as of March 5, 2004

Procedural (non-substantive) Updates on July 19, 2006


RCM Proxy Voting Guidelines and Procedures

March 10, 2006

1

Table of Contents

Policy Statement and Voting Procedure.....................................page 3

Resolving Conflicts of Interest...........................................page 4

Cost-Benefit Analysis Involving Voting Proxies............................page 4

Proxy Voting Guidelines...................................................page 5

Ordinary Business Matters.................................................page 5

Auditors..................................................................page 5

Board of Directors........................................................page 6

Executive and Director Compensation.......................................page 8

Capital Structure........................................................page 10

Mergers and Corporate Restructuring......................................page 10

Antitakeover Defenses and Voting Related Issues..........................page 12

Social and Environmental Issues..........................................page 14

2

                                Policy Statement

RCM exercises our proxy voting  responsibilities as a fiduciary. As a result, in
the cases where we have voting  authority  of our client  proxies,  we intend to
vote such proxies in a manner  consistent with the best interest of our clients.

Our guidelines are designed to meet applicable fiduciary standards. All votes submitted by RCM on behalf of its clients are not biased by other clients of RCM. Proxy voting proposals are voted with regard to enhancing shareholder wealth and voting power.

A Proxy Committee, including investment, compliance and operations personnel, is responsible for establishing our proxy voting policies and procedures. These guidelines summarize our positions on various issues and give general indication as to how we will vote shares on each issue. However, this listing is not exhaustive and does not include all potential voting issues and for that reason, there may be instances when we may not vote proxies in strict adherence to these Guidelines. To the extent that these guideline policies and procedures do not cover potential voting issues or a case arises of a material conflict between our interest and those of a client with respect to proxy voting, our Proxy Committee will convene to discuss these instances. In evaluating issues, the Proxy Committee may consider information from many sources, including our portfolio management team, our analyst responsible for monitoring the stock of the company at issue, management of a company presenting a proposal, shareholder groups, and independent proxy research services. The Proxy Committee will meet annually to review these guidelines and determine whether any revisions are appropriate.

Voting Procedure

The voting of all proxies is conducted by the Proxy Specialist in consultation with a Proxy Committee consisting representatives from the Research Department, Portfolio Management Team (PMT), the Legal and Compliance Department, and the Proxy Specialist. The Proxy Specialist performs the initial review of the proxy statement, third-party proxy research provided by ISS, and other relevant material, and makes a vote decision in accordance with RCM Proxy Voting Guidelines. In situations where the Proxy Voting Guidelines do not give clear guidance on an issue, the Proxy Specialist will, at his or her discretion, consult the Analyst or Portfolio Manager and/or the Proxy Committee. In the event that an Analyst or Portfolio Manager wishes to override the Guidelines, the proposal will be presented to the Proxy Committee for a final decision.

RCM retains a third-party proxy voting service, Institutional Shareholder Services, Inc. (ISS), to assist us in processing proxy votes in accordance with RCM's vote decisions. ISS is responsible for notifying RCM of all upcoming meetings, providing a proxy analysis and vote recommendation for each proposal, verifying that all proxies are received, and contacting custodian banks to request missing proxies. ISS sends the proxy vote instructions provided by RCM to the appropriate tabulator. ISS provides holdings reconciliation reports on a monthly basis, and vote summary reports for clients on a quarterly or annual basis. RCM keeps proxy materials used in the vote process on site for at least one year.

3

Resolving Conflicts of Interest

RCM may have conflicts that can affect how it votes its clients' proxies. For example, RCM may manage a pension plan whose management is sponsoring a proxy proposal. RCM may also be faced with clients having conflicting views on the appropriate manner of exercising shareholder voting rights in general or in specific situations. Accordingly, RCM may reach different voting decisions for different clients. Regardless, votes shall only be cast in the best interest of the client affected by the shareholder right. For this reason, RCM shall not vote shares held in one client's account in a manner designed to benefit or accommodate any other client.

In order to ensure that all material conflicts of interest are addressed appropriately while carrying out its obligation to vote proxies, the Proxy Committee shall be responsible for addressing how RCM resolves such material conflicts of interest with its clients.

Cost-Benefit Analysis Involving Voting Proxies

RCM shall review various criteria to determine whether the costs associated with voting the proxy exceeds the expected benefit to its clients and may conduct a cost-benefit analysis in determining whether it is in the best economic interest to vote client proxies. Given the outcome of the cost-benefit analysis, RCM may refrain from voting a proxy on behalf of its clients' accounts.

In addition, RCM may refrain from voting a proxy due to logistical considerations that may have a detrimental effect on RCM's ability to vote such a proxy. These issues may include, but are not limited to: 1) proxy statements and ballots being written in a foreign language, 2) untimely notice of a shareholder meeting, 3) requirements to vote proxies in person, 4) restrictions on foreigner's ability to exercise votes, 5) restrictions on the sale of securities for a period of time in proximity to the shareholder meeting, or 6) requirements to provide local agents with power of attorney to facilitate the voting instructions. Such proxies are voted on a best-efforts basis.

4

Proxy Voting Guidelines

Ordinary Business

Ordinary Business Matters: Case-by-Case

RCM votes FOR management proposals covering routine business matters such as changing the name of the company, routine bylaw amendments, and changing the date, time, or location of the annual meeting.

Routine items that are bundled with non-routine items will be evaluated on a case-by-case basis. Proposals that are not clearly defined other than to transact "other business," will be voted AGAINST, to prevent the passage of significant measures without our express oversight.

Auditors

Ratification of Auditors: Case-by-Case

RCM generally votes FOR proposals to ratify auditors, unless there is reason to believe that there is a conflict of interest, or if the auditor has rendered an opinion that is neither accurate nor indicative of the company's financial position.

RCM will review, on a case-by-case basis, instances in which the audit firm has substantial non-audit relationships with the company, to determine whether we believe independence has been compromised.

Shareholder Proposals Regarding Rotation of Auditors: Generally FOR

RCM generally will support shareholder proposals asking for audit firm rotation, unless the rotation period is less than five years, which would be unduly burdensome to the company.

Shareholder Proposals Regarding Auditor Independence: Case-by-Case

RCM will evaluate on a case-by-case basis, shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services or to cap the level of non-audit services.

5

Board of Directors

Election of Directors: Case-by-Case

Votes on director nominees are made on a case-by-case basis. RCM favors boards that consist of a substantial majority of independent directors who demonstrate a commitment to creating shareholder value. RCM also believes that key board committees (audit, compensation, and nominating) should include only independent directors to assure that shareholder interests will be adequately addressed. When available information demonstrates a conflict of interest or a poor performance record for specific candidates, RCM may withhold votes from director nominees.

Majority Vote Requirement for the Election of Directors: Case-by-Case

RCM evaluates proposals to require a majority vote for the election of directors, on a case-by-case basis. RCM generally supports binding and non-binding (advisory) proposals to initiate a change in the vote threshold requirement for board nominees, as we believe this may bring greater director accountability to shareholders. Exceptions may be made for companies with policies that provide for a meaningful alternative to a full majority-voting standard.

Classified Boards: AGAINST

Classified (or staggered) boards provide for the directors to be divided into three groups, serving a staggered three-year term. Each year one of the groups of directors is nominated for re-election and serves a three-year term. RCM generally opposes classified board structures, as we prefer annual election of directors to discourage entrenchment. RCM will vote FOR shareholder proposals to de-classify the board of directors.

Changing Size of Board: Case-by-Case

RCM votes FOR proposals to change the size of the board of directors, if the proposed number falls between 6 to 15 members. We generally vote AGAINST proposals to increase the number of directors to more than 15, because very large boards may experience difficulty achieving consensus and acting quickly on important items.

Majority of Independent Directors on Board: Case-by-Case

RCM considers how board structure impacts the value of the company and evaluates shareholder proposals for a majority of independent directors on a case-by-case basis. RCM generally votes FOR proposals requiring the board to consist of, at least, a substantial (2/3) majority of independent directors. Exceptions are made for companies with a controlling shareholder and for boards with very long term track records of adding shareholder value based on 3, 5 and 10-year stock performance.

6

Minimum Share Ownership by the Board: AGAINST

Although stockholders may benefit from directors owning stock in a company and having a stake in the profitability and well-being of a company, RCM does not support resolutions that would require directors to make a substantial investment which would effectively exclude them from accepting directorships for purely financial reasons.

Limit Tenure of Directors: AGAINST
RCM does not support shareholder proposals for term limits, as limiting tenure may force valuable, experienced directors to leave the board solely because of their length of service. We prefer to retain the ability to evaluate director performance, and vote on all director nominees once a year.

Director Indemnification and Liability Protection: Case-by-Case RCM votes AGAINST proposals that would limit or eliminate all liability for monetary damages, for directors and officers who violate the duty of care. RCM will also vote AGAINST proposals that would expand indemnification to cover acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness. If, however, a director was found to have acted in good faith and in a manner that he reasonably believed was in the best interest of the company, and if only the director's legal expenses would be covered, RCM may vote FOR expanded coverage.

Separate Chairman/Chief Executive Officer: Case-by-Case RCM votes shareholder proposals to separate Chairman and CEO positions on a case-by-case basis, and considers the impact on management credibility and thus the value of the company. RCM generally votes FOR shareholder proposals requiring the position of Chairman to be filled by an independent director, because a combined title can make it difficult for the board to remove a CEO that has underperformed, and harder to challenge a CEO's decisions. We are, however, willing to accept a combined title for companies whose outside directors hold regularly-scheduled non-management meetings with a powerful and independent Lead Director.

Diversity of the Board of Directors: Case-by-Case RCM reviews shareholder proposals that request a company to increase the representation of women and minorities on the board, on a case-by-case basis. RCM generally votes FOR requests for reports on the company's efforts to diversify the board, unless the board composition is reasonably inclusive of women and minorities in relation to companies of similar size and business, and if the board already reports on its nominating procedures and diversity initiatives.

7

Executive and Director Compensation

Stock Incentive Plans: Case-by-Case

RCM reviews stock incentive plan proposals on a case-by-case basis, to determine whether the plan is in the best interest of shareholders. We generally support stock incentive plans that are designed to attract, retain or encourage executives and employees, while aligning their financial interests with those of investors. We also prefer plans that limit the transfer of shareholder wealth to insiders, and favor stock compensation in the form of performance-based restricted stock over fixed price option plans.

RCM utilizes research from a third-party proxy voting service (ISS) to assist us in analyzing all details of a proposed stock incentive plan. Unless there is evidence that a plan would have a positive economic impact on shareholder value, we generally vote against plans that result in excessive dilution, and vote against plans that contain negative provisions, such as repricing or replacing underwater options without shareholder approval.

Shareholder Proposals Regarding Options Expensing: FOR

RCM generally votes FOR shareholder proposals requesting companies to disclose the cost of stock options as an expense on their income statement, to clarify the company's earnings and profitability to shareholders.

Cash Bonus Plans (OBRA related): Case-by-Case

RCM considers Omnibus Budget and Reconciliation Act (OBRA) Cash Bonus Plan proposals on a case-by-case basis. OBRA regulations require companies to secure shareholder approval for their performance-based cash or cash and stock bonus plans to preserve the tax deduction for bonus compensation exceeding OBRA's $1 million cap.

The primary objective of such proposals is to avoid tax deduction limitations imposed by Section 162(m) of the Internal Revenue Code, and RCM will generally vote FOR plans that have appropriate performance targets and measures in place.

In cases where plans do not meet acceptable standards or we believe executives are over compensated in the context of shareholder value creation, RCM may vote AGAINST the cash bonus plan, and may withhold votes from compensation committee members.

Eliminate Non-Employee Director Retirement Plans: FOR

RCM generally supports proposals to eliminate retirement benefits for non-employee directors, as such plans can create conflicts of interest by their high value. Additionally, such benefits are often redundant, since many directors receive pension benefits from their primary employer.

8

Employee Stock Purchase Plans: Case-by-Case

Employee Stock Purchase Plans give employees the opportunity to purchase stock of their company, primarily through payroll deductions. Such plans provide performance incentives and lead employees to identify with shareholder interests.

Qualified employee stock purchase plans qualify for favorable tax treatment under Section 423 of the Internal Revenue Code. RCM will vote FOR Qualified Employee Stock Purchase Plans that include: (1) a purchase price of at least 85 percent of fair market value, and (2) an offering period of 27 months or less, and (3) voting power dilution (percentage of outstanding shares) of no more than 10 percent.

For Nonqualified Employee Stock Purchase Plans, companies provide a match to employees' contributions, instead of a discount in stock price. Provided the cost of the plan is not excessive, RCM generally votes FOR non-qualified plans that include: (1) broad-based participation (2) limits on employee contribution
(3) company matching contribution up to 25 percent of the employee's contribution (4) no discount on stock price on the date of purchase.

Shareholder Proposals Regarding Executive Pay: Case-by-Case

RCM generally votes FOR shareholder proposals that request additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders' needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.

RCM votes FOR proposals requesting that at least a significant portion of the company's awards are performance-based. Preferably, performance measures should include long term growth metrics.

RCM votes FOR proposals to require option repricings to be put to a shareholder vote, and FOR proposals to require shareholder votes on compensation plans.

RCM votes AGAINST shareholder proposals that seek to set absolute levels on compensation or otherwise dictate the amount of compensation, and AGAINST shareholder proposals requiring director fees to be paid in stock only.

All other shareholder proposals regarding executive and director pay are voted on a case-by-case basis, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

9

Executive Severance Agreements (Golden Parachutes): Case-by-Case

RCM votes FOR shareholder proposals to require golden and tin parachutes (executive severance agreements) to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Proposals to ratify or cancel golden or tin parachutes are evaluated on a case-by-case basis. RCM will vote AGAINST parachute proposals, when the amount exceeds three times base salary plus guaranteed benefits.

                                Capital Structure

Capital Stock Authorizations: Case-by-Case

RCM votes proposals for an increase in authorized  shares of common or preferred
stock on a  case-by-case  basis,  after  analyzing  the  company's  industry and

performance in terms of shareholder returns. We generally vote AGAINST stock increases that are greater than 100 percent, unless the company has provided a specific reason for the increase. We will also vote AGAINST proposals for increases in which the stated purpose is to reserve additional shares to implement a poison pill. (Note: see page 10, for more on preferred stock).

Stock Splits and Dividends: Case-by-Case

RCM generally votes FOR management proposals to increase common share authorization for a stock split or share dividend, provided that the increase in shares is not excessive. We also generally vote in favor shareholder proposals to initiate a dividend, particularly in the case of poor performing large cap companies with stock option plans result in excessive dilution.

Mergers and Corporate Restructuring

Mergers and Restructurings: Case-by-Case

A merger, restructuring, or spin-off in some way affects a change in control of the company's assets. In evaluating the merit such transactions, RCM will consider the terms of each proposal and will analyze the potential long-term value of the investment. RCM will support management proposals for a merger or restructuring if the transaction appears to offer fair value, but may oppose them if they include significant changes to corporate governance and takeover defenses that are not in the best interest of shareholders.

10

Prevent a Company from Paying Greenmail: FOR

Greenmail is the payment a corporate raider receives for his/her shares. This payment is usually at a premium to the market price, so while greenmail can ensure the continued independence of the company, it discriminates against other shareholders. RCM will generally vote FOR anti-greenmail provisions.

Fair Price Provision: AGAINST

Standard fair price provisions require that, absent board or shareholder approval of the acquisition, the bidder must pay the remaining shareholders the same price for their shares as was paid to buy the control shares (usually between five and twenty percent of the outstanding shares) that triggered the provision. An acquirer may avoid such a pricing requirement by obtaining the support of holders of at least a majority of disinterested shares. Such provisions may be viewed as marginally favorable to the remaining disinterested shareholders, since achieving a simple majority vote in favor of an attractive offer may not be difficult.

RCM will vote AGAINST fair price provisions, if the shareholder vote requirement, imbedded in the provision, is greater than a majority of disinterested shares.

RCM will vote FOR shareholder proposals to lower the shareholder vote requirements imbedded in existing fair price provisions.

State Antitakeover Statutes: Case-by-Case

RCM evaluates the specific statutes at issue, including their effect on shareholder rights and votes proposals to opt out-of-state takeover statutes on a case-by-case basis.

Reincorporation: Case-by-Case

RCM will evaluate reincorporation proposals case-by-case and will consider a variety of factors including the impact reincorporation might have on the longer-term valuation of the stock, the quality of the company's financial disclosure, the impact on current and potential business with the U.S. government, M&A opportunities and the risk of being forced to reincorporate in the future. RCM generally supports reincorporation proposals for valid business reasons such as reincorporating in the same state as its corporate headquarters.

11

Anti-takeover Defenses and Voting Related Issues

Poison Pills: Case-by-Case

RCM votes AGAINST poison pills or (or shareholder rights plans) proposed by a company's management. Poison pills are triggered by an unwanted takeover attempt and cause a variety of events to occur which may make the company financially less attractive to the suitor. Typically, directors have enacted these plans without shareholder approval.

RCM will always vote FOR shareholder proposals requesting boards to submit their pills to a shareholder vote or redeem them, as poison pills may lead to management entrenchment and can discourage legitimate tender offers.

Dual Class Capitalization with Unequal Voting Rights: Case-by-Case

RCM will vote AGAINST dual class exchange offers and dual class  capitalizations
with  unequal  voting  rights  as they can  contribute  to the  entrenchment  of
management  and  allow  for  voting  power to be  concentrated  in the  hands of

management and other insiders. RCM will vote FOR proposals to create a new class of nonvoting or subvoting common stock if intended for purposes with minimal or no dilution to current shareholders or not designed to preserve voting power of insiders or significant shareholders.

Blank Check Preferred Stock: Case-by-Case

Blank check proposals authorize a class of preferred stock for which voting rights are not established in advance, but are left to the discretion of the Board of Directors when issued. Such proposals may give management needed flexibility to accomplish acquisitions, mergers or financings. On the other hand, such proposals also give the board the ability to place a block of stock with a shareholder sympathetic to management, thereby entrenching management or making takeovers more difficult.

RCM generally votes AGAINST proposals authorizing the creation of new classes of preferred stock, unless the company expressly states that the stock that will not be used as a takeover defense. We also vote AGAINST proposals to increase the number of authorized preferred stock shares, when no shares have been issued or reserved for a specific purpose.

RCM will vote FOR proposals to authorize 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 appear reasonable.

12

Supermajority Voting Provisions: AGAINST

Supermajority vote requirements in a company's charter or bylaws require a level of voting approval in excess of a simple majority. Generally supermajority provisions require at least 2/3 affirmative vote for passage of issues.

RCM votes AGAINST supermajority voting provisions, as this requirement can make it difficult for shareholders to effect a change regarding a company and its corporate governance provisions. Requiring more than a simple majority voting shares, for mergers or changes to the charter or bylaws, may permit managements to entrench themselves by blocking amendments that are in the best interests of shareholders.

Cumulative Voting: Case-by-Case

Cumulative voting allows shareholders to "stack" their votes behind one or a few directors running for the board, thereby enabling minority shareholders to secure board representation. RCM evaluates management proposals regarding cumulative voting, on a case-by-case basis. For companies that do not have a record of strong corporate governance policies, we will generally vote FOR shareholder proposals to restore or provide for cumulative voting.

Shareholder Action by Written Consent: Case-by-Case

Written consent allows shareholders to initiate and carry out a shareholder action without waiting until the annual meeting or by calling a special meeting. It permits action to be taken by the written consent of the same percentage of outstanding shares that would be required to effect the proposed action at a shareholder meeting.

RCM will vote FOR shareholder proposals to allow shareholder action by written consent, and we will oppose management proposals that restrict or prohibit shareholder ability to take action by written consent.

Shareholder's Right to Call Special Meeting: FOR

RCM votes FOR proposals to restore or expand shareholder rights to call special meetings. We vote AGAINST management proposals requiring higher vote requirements in order to call special meetings, and AGAINST proposals that prohibit the right to call meetings.

13

Confidential Voting: FOR

RCM votes for shareholder proposals requesting companies to adopt confidential voting because confidential voting may eliminate undue pressure from company management. Furthermore, RCM maintains records which allow our clients to have access to our voting decisions.

Social and Environmental Issues

Shareholder Proposals Regarding Social and Environmental Issues: Case-by-Case

In evaluating social and environmental proposals, RCM first determines whether the issue should be addressed on a company-specific basis. Many social and environmental proposals are beyond the scope of any one company and are more properly the province of government and broader regulatory action. If this is the case, RCM recommends voting against the proposal. Most proposals raising issues of public concern require shareholders to apply subjective criteria in determining their voting decisions. While broad social and environmental issues are of concern to everyone, institutional shareholders acting as representatives of their beneficiaries must consider only the economic impact of the proposal on the target company, which in many cases cannot be clearly demonstrated.

RCM considers the following factors in evaluating proposals that address social and environmental issues:

o Cost to implement proposed requirement
o Whether any actual abuses exist
o Whether the company has taken any action to address the problem
o The extent, if any, to which the proposal would interfere with the day-to-day management of the company.

RCM generally supports proposals that encourage corporate social responsibility. However, RCM does not support proposals that require a company to cease particular operations, monitor the affairs of other companies with whom it does business, impose quotas, or otherwise interfere with the day-to-day management of a company. In the absence of compelling evidence that a proposal will have a positive economic impact, RCM believes that these matters are best left to the judgment of management.

Sign or Endorse the CERES Principles: Case-by-Case

The CERES Principles represent a voluntary commitment of corporations to continued environmental improvement beyond what is required by government regulation. CERES was formed by the Coalition of Environmentally Responsible Economies in the wake of the March 1989 Exxon Valdez oil spill, to address environmental issues such as protection of the biosphere, sustainable use of

14

natural resources, reduction and disposal of wastes, energy conservation, and employee and community risk reduction. Endorsers of the CERES Principles are required to pay annual fees based on annual revenue of the company.

RCM generally supports shareholder requests for reports on activities related to the goals of the CERES Principles or other in-house environmental programs. Proposals to adopt the CERES Principles are voted on a case-by-case basis, taking into account the company's current environmental disclosure, its environmental track record, and the practices of peer companies.

Environmental Reporting: FOR

RCM generally supports shareholder requests for reports seeking additional information on activities regarding environmental programs, particularly when it appears that companies have not adequately addressed shareholder's environmental concerns.

Northern Ireland (MacBride Principles): Case-by-Case

The MacBride Principles are aimed at countering anti-Catholic discrimination in employment in the British state of Northern Ireland. These principles require affirmative steps to hire Catholic workers and promote them to management positions, to provide job security and to eliminate inflammatory religious emblems. Divestment of stock is not called for under these principles. RCM takes the following factors into consideration regarding Northern Ireland resolutions:

o Whether any discrimination charges have been filed against the subject company within the past year;
o Whether the subject company has subscribed to the Fair Employment Agency's, "Declaration of Principle and Intent." (Northern Ireland governmental regulations); and
o Whether potentially offensive material is not allowed in the work area (flags, posters, etc.).

15

PROXY VOTING GUIDELINES

RiverSource Investments, LLC
Kenwood Capital Management LLC
RiverSource Funds

Set forth below are guidelines used by RiverSource Investments, LLC, Kenwood Capital Management LLC and the RiverSource Funds (each, an "Affiliate") in voting proxies (the "Guidelines"). The Guidelines cover both management proposals and shareholder proposals. Accordingly, if an Affiliate will vote against a management proposal, it will support a shareholder proposal recommending the opposite position. For example, the Affiliate will generally vote against a management proposal to have a classified board and will generally support a shareholder motion to eliminate a classified board. With respect to foreign companies, there are a number of proposals that are unique to the manner in which business in conducted in their respective countries and these guidelines are in a separate section that addresses most of the common proposals that appear in proxies of foreign companies.

Each Affiliate may, in the exercise its fiduciary discretion, determine to vote any proxy in a manner contrary to these Guidelines. Each Affiliate may also choose to adopt separate Guidelines from time to time on one or more of the topics covered below.

Governance

G1 Elect directors.
The Affiliate supports annual election of all directors and proposals to eliminate classes of directors. In a routine election of directors, the Affiliate will vote with management on the slate of directors since the company is in the best position to know what qualifications are needed for each member of the board to form an effective board. However, the Affiliate will vote against a nominee who has been assigned to the audit, compensation, or nominating committee if that nominee is not independent* of management and the Affiliate will vote against shareholder proposals that would dictate the composition of the board members.

* We define independence using the following criteria:

Insider:
o An inside director is a director who also serves as an employee of the company.

Affiliated Director :
o Former executive of the company, its affiliates, or an acquired firm, within the past ten years(2)
o Relative of current employee in a management position of the company or its affiliates
o Relative of former executive of company or its affiliates
o Currently provides (or family member has) professional services to the company or its affiliates or to its officers (i.e., consulting/legal firm)
o Employed by a significant customer or supplier (3)
o Has (or family member has) any transactional relationship with the company or its affiliates(3)
o Stock ownership of 5% or more
o Has (or a relative has) an interlocking relationship (as defined by the SEC) involving members of the board of directors or its Compensation and Stock Option Committee
(1) "Affiliate" includes a subsidiary, sibling company, or parent company
(2) "Executives" (officers subject to Section 16 of the Securities and Exchange Act of 1934) include the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, any vice president in charge of a principal business unit, division, or function, and any other officer who performs policy-making functions). Corporate secretaries and general counsels not listed as officers and not employed by the company will be considered AO's.
(3) If the company makes or receives annual payments exceeding the greater of $200,000 or five percent of the recipient's gross revenues (the recipient is the party receiving the financial proceeds from the transaction).

G2 Limit director monetary liability.
The proposal sets a maximum dollar amount that can be obtained through the course of legal action from a director who acts in good faith and does not benefit from a transaction. The Affiliate supports the proposal. Reasons are: the need to attract qualified persons to serve as directors who might


not be willing to serve without limits on monetary liability; the ability to obtain more favorable insurance coverage at lower rates; and to avoid the possibility of directors making marginal decisions to avoid legal complications rather than the tough decisions needed to advance the company.

G3 Indemnify directors and officers.
The proposal permits a company to indemnify directors and officers and to pay, in advance, legal expenses should a lawsuit be filed against them provided certain steps established by state law are fulfilled. The Affiliate will support the proposal to the extent it is consistent with state law and SEC policy.

G4 Set director remuneration.
The Affiliate generally supports recommendations of a company's board with respect to compensation and opposes shareholder proposals that limit compensation or mandate that compensation be paid in shares of stock.

G5 Approve director retirement plans
The Affiliate votes against director retirement plans on the basis that directors should be appropriately compensated while serving and should not view service on a board as a long-term continuing relationship with a company.

G6 Fix number of directors.
The proposal requests that a board be given the authority to determine the number of directors. The Affiliate supports the proposal because it allows the directors to adjust the size of their board to adapt to needs that may arise.

G7 Require members of board and all members of key committees to be independent. The current proposals are worded to require two-thirds of the board and/or all members of key committees to be independent from management. The Affiliate supports these proposal as a good business practice.

G8 Set terms of directors.
The proposal asks shareholders to fix or extend the term that a director may serve. The Affiliate supports the management recommendations regarding director's length of service. Accordingly, the Affiliate generally does not support shareholder proposals regarding term limits or mandatory retirement.

Auditors

A1 Appoint auditors.
The proposal allows shareholders to vote for or against the accounting firm selected to audit the company's books. Absent issues of qualifications or conflicts of interest, the Affiliate will vote with the recommendation of management.

A2 Ratify auditors
The proposal asks that a board submit the auditor to shareholders for ratification. The Affiliate supports the proposal as a reasonable check on auditor selection.

A3 Prohibit or limit auditor's non-audit services The proposal seeks to limit or prohibit auditors from providing non-audit services. The Affiliate does not support this proposal since it may be necessary or appropriate for auditors to provide a service related to the business of a company and that service will not compromise the auditors' independence. In addition, new legislation spells out the types of services that need pre-approval or would compromise independence.

A4 Limit fees that can be paid to auditors for non-audit services The proposal sets a limit on the fees that can be paid to the auditor for non-audit services. Generally the limit would be stated as a percentage of the audit fees. The Affiliate does not support the proposal since an absolute limit may not be appropriate in certain circumstances.

A5 Rotate audit firms
The proposal seeks to require a company to rotate audit firms. The Affiliate does not support the proposal since inefficiencies generally outweigh the benefits.


A6 Fix remuneration paid to auditors
The proposal would require the fees paid to the auditor be approved by shareholders. The Affiliate votes against the proposal since it is management's responsibility to determine and monitor the compensation paid to vendors.

Business Entity and Capital Structures

B1 Increase number of authorized shares of common stock.
The proposal increases the number of authorized shares of common stock. The Affiliate supports the proposal provided the purpose stated for the increase is reasonable and the company does not have a history of abusing its use of authorized but unissued shares.

B2 Stock splits or reverse stock splits.
The proposal provides for stock splits or reverse stock splits. The Affiliate supports the proposal provided as proposed it will encourage ownership of a company.

B3 Shareholder rights (poison pill)(fair price) plan.
The proposal requests shareholders approve a plan which management could use for anti-takeover protection. The Affiliate supports the proposal based on a belief that such plans force uninvited bidders to negotiate with a company's board. These negotiations allow time for the company to maximize value for shareholders by forcing a higher premium out of a bidder, attracting a better bid from a competing bidder or allowing the company to pursue its own strategy for enhancing shareholder value. The Affiliate supports proposals to submit such a plan to shareholders, if it was not submitted for shareholder approval, and supports limiting the vote required for approving a proposal under the plan to a majority.

B4 Preferred stock.
The proposal asks shareholders to give the board authorization to issue preferred stock. The Affiliate supports the proposal because preferred stock is a necessary component to implement a shareholder's rights plan and may be used for certain financing needs of the company.

B5 Reincorporation
The proposal requires or requests a board to consider incorporating in another jurisdiction. The Affiliate votes against the proposal unless the long-term business reasons for doing so is valid. The Affiliate will support proposals to consider reincorporating in the United States if a company left the country for the purpose of avoiding taxes.

B6 Supermajority vote requirement.
The proposal seeks changes in the company articles and/or bylaws to require the affirmative vote of a super-majority of the outstanding voting stock for approval of certain actions. The Affiliate does not support supermajority requirements outside of a shareholders' right plan because of fairness issues and the possibility of unforeseen consequences and prefers a simple majority for a shareholders rights plan.

B7 Eliminate action by written consent.
The proposal asks shareholders to amend articles/bylaws to eliminate the right of shareholders to take action by written consent. The Affiliate opposes the proposal since it can be appropriate to take action by written consent in some instances.

B8 Dissolution of cumulative voting
The proposal requests that shareholders approve amendments to articles/bylaws to eliminate cumulative voting in the election of directors. Cumulative voting allows shareholders to cast as many votes as equal to the number of shares they own, multiplied by the number of directors to be elected. A shareholder can then cast all of his /her votes for a single candidate, or any two or more as he/she sees fit. The use of cumulative voting enables the holder of a minority of a company's stock to elect one or more directors if they are able to gain sufficient support. The Affiliate votes in support of the proposal to eliminate cumulative voting based on the view that each director elected should represent the interests of all shareholders.


B9   Issue shares without preemptive rights (up to 20%)
     The  proposal  seeks  shareholder  approval  for the board to issue  shares
     equivalent to xx% of the  company's  issued  ordinary  share capital in the
     form of securities free of preemptive  rights.  The Affiliate  supports the
     proposal  based on the belief  that the  company  must have the  ability to
     issue common stock as necessary.

B10  Change company name.
     The proposal requests that shareholders approve a new name for the company.
     The Affiliate supports the proposal.

B11  Recapitalization.
     The  proposal  requests  shareholder  approval for a plan to combine two or
     more classes of stock into one class,  to authorize the company's  board to
     issue new common or preferred  stock or to change par value.  The Affiliate
     supports  the  proposal  so  long  as  the  changes  do not  cause  current
     shareholders to lose any rights unless they are adequately  compensated for
     that loss with stock or cash.

B12  Issuance of Equity or Equity-Linked Securities Without Preemptive Rights.
     The  proposal  seeks  shareholder  approval  for the  issuance  of  equity,
     convertible  bonds or other  equity-linked  debt  instruments,  or to issue
     shares to  satisfy  the  exercise  of such  securities  without  preemptive
     rights.  The  Affiliate  supports the proposal  provided  dilution does not
     exceed 20 percent of the company's outstanding capital.

B13  Merger Agreement/Reorganization
     The  proposal  seeks  shareholder  approval for the merger  agreement.  The
     Affiliate will consider recommendations from RiverSource.

B14  Adjourn meeting.
     The proposal  requests  authority  for a board to adjourn the meeting if it
     becomes necessary to solicit  additional votes for a merger agreement.  The
     Affiliate supports the proposal.

                         Compensation and stock options

C1   Qualified 401(k) savings plan.
     The  proposal  seeks  approval for a benefit  plan in which  employees  can
     reduce their salaries and contribute that pre-tax money to an account where
     the money gains tax-free interest until the funds are withdrawn  upon/after
     retirement. The Affiliate supports such plans.

C2   Employee stock purchase plan.
     The proposal recommends approval of an employee stock purchase plan whereby
     employees  have an  opportunity  to share in the  ownership  of the company
     through  regular and systematic  purchases of company stock.  The Affiliate
     supports the proposal as a way to encourage employees to develop a stronger
     incentive to work for the continued success of the company and provided the
     plan contains the following provisions:
     o The purchase  price of the company stock may not be less than 85% of fair
     market value (80% if U.K. company).
     o The offering period must be 27 months or less.
     o The potential voting power dilution is 10% or less.

C3   Stock option plan (employee and non-employee)
     The proposal  asks  shareholders  to approve a plan that reserves a certain
     number of shares of common stock that may be issued in conjunction with the
     exercise of incentive  and  non-qualified  stock  options.  The  Affiliates
     utilize the research and recommendations provided by Glass Lewis, our proxy
     voting vendor, for proposals addressing compensation plans.

C4   Treatment of stock option awards
     The proposal recommends a board consider treating stock option grants as an
     expense.  The  Affiliate  supports  the  proposal  as  a  more  appropriate
     alternative that better enables shareholders to evaluate current income and
     liabilities.

C5   Require holding periods for stock by senior management
     The proposal seeks to prohibit senior  management from selling stock of the
     company  for some  duration.  The  Affiliate  votes  against  the  absolute
     requirements of the proposal since employee compensation programs must have
     balance and provide some flexibility.  However,  the Affiliate will support
     reasonable limits.

C6   Ban future executive stock options
     The  proposal  bans the use of stock  options in  compensation  plans.  The
     Affiliate votes against the proposal since it precludes offering a balanced
     compensation program.

C7   Disclose supplemental retirement benefits and perquisites
     The proposal seeks  disclosure of benefits  provided to senior  management.
     While Sarbanes-Oxley Act or regulatory requirements are generally adequate,
     in  appropriate   situations,   the  Affiliate   will  support   additional
     disclosure.

C8   Require shareholder approval of extraordinary benefits to senior management
     The proposal  requires that  shareholders  approve  certain  benefits.  The
     Affiliate   votes  against  the  proposal   electing   instead  to  support
     requirements  that a board  disclose  any  extraordinary  benefits  paid to
     current and retired senior management.

C9   Executive Incentive Compensation Plan.
     The  1993  Omnibus  Budget  Reconciliation  Act  (OBRA),  mandates  certain
     restrictions on the tax  deductibility of executive  compensation  above $1
     million.   The  law  provides  exceptions  for  certain   performance-based
     compensation,  including cash bonuses, provided the plan is administered by
     a compensation committee of two or more outside directors and amendments to
     the plan are  approved by  shareholders.  Under the terms of the plan,  the
     company links cash payouts to the attainment of preset hurdle rates. If the
     goals are appropriate, the Affiliate supports the proposal.

C10  Restricted Stock Grant Program.
     The  proposal  seeks  shareholder  approval  of a  Restricted  Stock  Grant
     Program,  which would grant shares from those  reserved  under an Executive
     Award Plan.  The program is  submitted  in order to qualify for certain tax
     deductions  granted  for  "performance-based"  compensation  under  Section
     162(m) of the Internal Revenue Code. The Affiliate supports the proposal if
     it meets the required criteria.

C11  Non-Employee Directors' Stock Plan.
     The  proposal  seeks  shareholder  approval  of  a  company's  Non-Employee
     Directors'  Stock Plan which is designed to provide outside  directors with
     the option of receiving  all or a portion of their annual  retainer fees in
     the form of company stock. The Affiliate supports the proposal.

C12  Changes in compensation plans.
     A  proposal  requests  shareholders  approve  a  change  in the  terms of a
     compensation plan,  including the repricing of options previously  granted.
     The Affiliate  will support  appropriate  proposals  provided no additional
     shares of stock are  reserved.  It will not approve  blanket  authority nor
     will it approve the cancellation of one plan and the creation of a new plan
     granting new options at lower prices.

C13  Performance-based stock options
     The proposal  seeks adoption of or  modification  to a stock option plan so
     that options are granted based on a stated  standard.  The Affiliate  votes
     against such proposals in the view that compensation committees should have
     the authority to determine option grants.

C14  Deferred compensation plans for non-employee directors
     The proposal  requests approval for a plan whereby  non-employee  directors
     may  defer  compensation  until  retirement.  The  Affiliate  supports  the
     proposal.

                Directives related to social and corporate issues

D1   Review and report on executive compensation.
     The proposal  directs a board to review  executive  compensation  packages,
     concentrating  on ways in which executive  compensation can be more closely
     linked to financial,  environmental,  and social performance. The Affiliate
     considers executive  compensation to be a business matter for the board and
     votes against the proposal.

D2   Limit executives to holding one position.
     The  proposal  asks that the  company  adopt a policy  that would  prohibit
     anyone from holding more than one position  simultaneously.  The  Affiliate
     votes against.

D3   Limit executives' compensation.
     The proposal requests that a board cap the total pay and other compensation
     of its  executive  officers  to no more than X times the pay of the average
     employee of the company. The Affiliate votes against.

D4   Rotate meeting sites or fix dates for future meetings.
     The  proposal  seeks to have the annual  meeting  site be rotated each year
     among cities where a large percentage of shareholders  reside and/or to fix
     the date for future  meetings.  The  Affiliate  votes  against the proposal
     since a  board  should  consider  a  number  of  factors  in  deciding  the
     appropriate location and date for meetings.

D5   Prohibit or disclose contributions.
     The  proposal  requests a board  prohibit or publish in certain  newspapers
     contributions  made by the  company,  either  directly or  indirectly,  for
     political, charitable or educational purposes. The Affiliate votes against.

D6   Disclose prior government service.
     The proposal seeks to have a board furnish a list of high-ranking employees
     who served in any  governmental  capacities  over the last five years.  The
     Affiliate votes against.

D7   Disclose social agenda
     The  proposals  seek   disclosure  on  military   contracts,   conservation
     initiatives, business relationships with foreign countries, animal testing,
     and abortion. The Affiliate votes against.

D8   Maximize shareholder value
     The proposal asks a board  establish a  shareholders'  advisory  committee,
     hire an  outside  consultant  or  arrange  for the sale of the  company  to
     enhance shareholder value. The Affiliate votes against. Shareholder meeting
     proposals

S1   Open/Close meeting.
     The  proposal  is to approve  the  opening  or  closing  of a meeting.  The
     Affiliate supports the proposal.

S2   Designate keeper of minutes.
     The proposal  designates a  shareholder  or other  individual to detail the
     discussion  of the annual  meeting and write the minutes for  submission to
     the board,  shareholders and/or the government.  The Affiliate supports the
     proposal.

S3   Approve minutes.
     The  proposal  requests  shareholders  approve  minutes  from the  previous
     meeting. The Affiliate supports the proposal.

S4   Other business.
     The proposal  asks  shareholders  to give proxies the  authority to conduct
     other business. The Affiliate votes for the proposal.

S5   Nominations for directors
     The proposal would require a company to include  nominations in addition to
     those  proposed by management  in a proxy  statement.  The Affiliate  votes
     against the proposal since there are  established  procedures for proposing
     opposition slates of directors.

S6   Confidential ballot.
     The proposal  asks  shareholders  to direct a board to take steps to ensure
     all proxies, ballots, and voting tabulations which identify shareholders be
     kept  confidential,  except  where  disclosure  is  mandated  by  law.  The
     Affiliate  supports  the  proposal  to minimize  pressure on  shareholders,
     particularly employee shareholders.

S7   Request for special reports
     The proposal asks for special reports from management,  e.g.  environmental
     issues, military sales, etc. The Affiliate votes against such proposals.

S8   Request for change in operations
     The proposal seeks to change the way a company operates, e.g. protect human
     rights,   sexual  orientation,   etc.  The  Affiliate  votes  against  such
     proposals.

S9   Request for change in the nomination process
     The proposal  requires boards to nominate  candidates based on sex, race or
     special criteria. The Affiliate votes against such proposals.

S10  Request for change in the products manufactured or sold
     The  proposal  requires  management  to end  business  in  tobacco or other
     products. The Affiliate votes against such proposals.

S11  Request for Majority vote to elect directors
     This proposal  requests that the board amend the company's  certificate  of
     incorporation or its bylaws to provide that nominees  standing for election
     to the board must  receive a majority  of votes cast in order to be elected
     to the board. The Affiliate votes for such proposals.

                                     Foreign

F1   Approve discharge of Management (Supervisory) Board.
     The  proposal  asks  that   shareholders   approve   formal   discharge  of
     responsibility  of the  management  board for the  fiscal  year.  This is a
     standard  request in Germany and  discharge is generally  granted  unless a
     shareholder states a specific reason for withholding  discharge and intends
     to take legal action. The Affiliate votes for.

F2   Approve special auditor's report.
     French companies are required by law to present shareholders with a special
     auditor's  report that confirms the presence or absence of any  outstanding
     related party transactions. At a minimum, such transactions (with directors
     or similar parties) must be previously  authorized by the board.  This part
     of the French  commercial  code provides  shareholders  with a mechanism to
     ensure an annual review of any outstanding related party transactions.  The
     Affiliate votes for.

F3   Approve financial statements, directors' reports, and auditors' reports.
     The proposal  requests  shareholder  approval of the financial  statements,
     directors'  reports,  and auditors'  reports.  The  Affiliate  supports the
     proposal  provided  the  financial  statements  are audited by the auditors
     approved by shareholders.

F4   Set/approve dividend.
     The  proposal  requests  shareholders  approve  the  dividend  rate  set by
     management. The Affiliate votes for.

F5   Approve script dividend alternative.
     The proposal asks  shareholders to authorize  dividend payments in the form
     of  either  cash or  shares  at the  discretion  of each  shareholder.  The
     Affiliate  supports giving  shareholders this option so long as the options
     are financially equal.

F6   Approve allocation of income.
     The proposal asks  shareholders  to approve a board's  allocation of income
     for the current  fiscal year, as well as the dividend  rate.  The Affiliate
     votes for.

F7   Approve appropriation of profits and dividends.
     The proposal asks shareholders to approve a board's proposed  determination
     of profits and amount of the  dividend  for the current  fiscal  year.  The
     Affiliate votes for.

F8   Grant board authority to repurchase shares.
     The proposal  requests  that a board be given the  authority to  repurchase
     shares of the company on the open market.  This  authority  would  continue
     until the next annual meeting. The Affiliate votes for.

F9   Approve payment of corporate income taxes.
     The  proposal  seeks  approval  for the use by a company of its reserves in
     order to pay corporate taxes. This is common practice in Europe.  According
     to European accounting procedures,  a company is required every year to set
     aside a certain  percentage  (usually  five percent) from its profits which
     will be allocated  to the  company's  reserves.  Reserves are used to cover
     losses in future years and pay dividends and corporate taxes. The Affiliate
     votes for.

F10  Cancel preapproved issuance authority.
     The proposal asks shareholders to cancel a previously approved authority to
     issue  capital.  Companies in Denmark do not have  authorized  but unissued
     capital  that they may issue as needed  like  their  counterparts  in other
     countries.  They must create  specific pools of capital with a limited life
     for  general  use,  which  they may call upon  during the life of the pool.
     Therefore, companies routinely request the creation of pools of capital for
     no specific  use or for a specific  reason.  If the board deems the pool of
     capital as no longer  necessary or relevant to the company's needs, yet the
     life of the  authority  has not yet lapsed,  then  shareholder  approval is
     needed to cancel it. The Affiliate votes for.

F11  Authorize new product lines.
     The proposal seeks shareholder  approval to amend the company's articles to
     allow the company to expand into new lines of business.  As more  companies

seek to diversify out of their traditional narrow industries, greater flexibility is being routinely introduced. This change does not require the company to go into these businesses, but gives them the flexibility to do so if and when they choose. The Affiliate votes for.

F12 Appoint statutory auditor.
The proposal seeks shareholder approval to appoint one internal statutory auditor, designated as independent internal auditor as required by the revised Japanese Commercial Code. Statutory auditors in Japan are

     responsible  for  attending  all  board  meetings  and  important  business
     meetings,  reviewing  all major  documents,  cooperating  with the external
     auditors, and approving the external audit. Even though the independence of
     internal auditors is not clear, the Affiliate votes for.

F13  Appoint Chairman of the Board.
     The  proposal  is for  shareholders  to appoint or elect a chairman  of the
     board of directors. The Affiliate votes for.

F14  Authorize filing of required documents/other formalities.
     The proposal  asks  shareholders  to authorize  the holder of a copy of the
     minutes of the general  assembly to accomplish any formalities  required by
     law. This is a routine item in France. The Affiliate votes for.

F15  Propose publications media.
     The proposal requests  shareholders  approve the designation of a newspaper
     as the medium to publish the company's meeting notice. While the fund would
     prefer that foreign shareholders receive written notification of the annual
     meeting,  publishing this  information in newspapers is common in Chile and
     other countries. The Affiliate votes for.

F16  Clarify Articles of Association.
     The proposal  seeks  shareholder  approval of routine  housekeeping  of the
     company's articles, including clarifying items and deleting obsolete items.
     The Affiliate votes for.

F17  Update Articles of Association with proxy results
     The proposal asks shareholders to approve changes to the company's articles
     of association to reflect the results of a proxy vote by shareholders. This
     is a routine proposal in international proxies and the Affiliate votes for.

F18  Conform Articles of Association to law or stock exchange
     The  proposal  requests  shareholder  approval  to amend  the  articles  of
     association  to conform with new  requirements  in local or national law or
     rules  established  by a stock  exchange on which its stock is listed.  The
     Affiliate votes for.

F19  Authorize Board to Ratify and Execute Approved Resolutions
     The proposal requests shareholder approval to authorize the board to ratify
     and execute any  resolutions  approved at the meeting.  The Affiliate votes
     for.

F20  Prepare and Approve List of Shareholders.
     The proposal requests shareholder approval for the preparation and approval
     of the list of  shareholders  entitled  to vote at the  meeting.  This is a
     routine  formality in European  countries and the  Affiliate  votes for the
     proposal.

F21  Announce Vacancies on Management Board.
     The  proposal  asks  shareholder  approval  to  announce  vacancies  on the
     management  board.  In accordance with Dutch law, the company must announce
     which of the  supervisory  board  members will retire from the board during
     the next year, either because their terms have expired or because they have
     reached the mandatory retirement age. The Affiliate votes for.

F22  Elect Chairman of the Meeting.
     The  proposal  requests  shareholder  approval to elect the chairman of the
     meeting.  This is a routine meeting formality in European  countries and is
     supported by the Affiliate.

F23  Allotment of unissued shares.
     The proposal  requests that  shareholders give the directors of the company
     the authority to allot unissued shares.  The proposal provides authority to
     directors  which is already  provided  to U.S.  company  directors  without
     shareholder approval, i.e. the ability to issue additional shares of common
     stock. The Affiliate supports this proposal.

F24  Authority to issue shares.
     The  proposal  requests  shareholders  give the board the  ability to issue
     authorized shares. The Affiliate votes for.

F25  Authority to allot shares for cash.
     The proposal requests that shareholders give the board the ability to allot
     a set number of authorized but unissued  shares for the purpose of employee
     share schemes and to allot equity securities for cash to persons other than
     existing  shareholders  up  to a  limited  aggregate  nominal  amount  of X
     (approximately  % of the issued share  capital of the  company).  This will
     renew the existing  authorization  and will  terminate in one year. UK laws
     require  that  current   shareholders   have  pre-emptive   rights  to  all
     newly-issued shares. The Affiliate supports the proposal.

F26  Authorize Board to use all outstanding capital.
     The proposal asks shareholders to authorize the board, for one year, to use
     all outstanding  capital  authorizations in the event that a hostile public
     tender or exchange  offer is made for the company.  Similar to the way U.S.
     companies use preferred stock,  this is a common  anti-takeover  measure in
     France. The anti-takeover  protection may give companies breathing room for
     making the right  choices,  not just the  expedient  ones.  In addition,  a
     large-block  holder  serves as a monitor  of  management  that may keep the
     pressure on to ensure good performance, to the benefit of all shareholders.
     The Affiliate supports the proposal.

F27  Change date/location of annual meeting.
     The proposal requests shareholder approval for the board to change the date
     and/or   location  of  the  annual   meeting.   In  some   companies,   the
     articles/bylaws  establish the date and place for the annual  meeting.  The
     proposal gives the board  flexibility to establish another date or location
     to hold the annual meeting. The Affiliate supports the proposal.

F28  Authorize issuance of equity or equity-linked securities.
     The proposal  seeks  shareholder  approval to permit the board to authorize
     the  company  to  issue  convertible  bonds  or  other  equity-linked  debt
     instruments or to issue shares to satisfy the exercise of such  securities.
     The Affiliate supports the proposal.

F29  Authorize issuance of bonds.
     The proposal  requests  shareholder  approval granting the authority to the
     board to issue bonds or subordinated  bonds. Full use of this authorization
     could potentially  increase the  debt-to-equity  ratio to _____%.  However,

     French  companies  generally  do not expect to utilize the total  amount of
     issuance power they request. The Affiliate votes for.

F30  Authorize  capitalization  of  reserves  for bonus issue or increase in par
     value. The proposal requests  shareholder  approval  increasing  authorized
     stock by capitalizing  various  reserves or retained  earnings.  Under this
     proposal,  shareholders  would receive  either new shares or a boost in the
     par value of their shares at no cost. When the company capitalizes reserves
     and distributes new shares to shareholders free of charge in a bonus issue,
     there is no cost for  shareholders  to maintain their stakes and no risk of
     dilution. Bonus issues basically transfer wealth to shareholders and do not
     impact  share  value  significantly.  The  only  impact  would  be a mildly
     positive  one--by  increasing  the number of shares on issue,  the  company
     could increase liquidity, enhance marketability,  and ultimately expand its
     shareholder base. The Affiliate supports the proposal.

F31  Increase issued capital for rights issue.
     The proposal requests  shareholders approve an increase to "issued capital"
     in order to offer a rights issue to current registered shareholders. With a
     rights issue,  shareholders have the option of purchasing additional shares
     of the company's  stock,  often at a discount to market value.  The company
     will use the proceeds  from the issue to provide  additional  financing for
     the company. Because the shares are being offered at a discount, this offer
     is very  attractive to  shareholders.  The Affiliate  supports the proposal
     because of the  positive  impact  for both the  company  and  participating
     shareholders.

F32  Authorize reissuance of repurchased shares.
     The proposal requests  shareholder approval for the board to reissue shares
     of the  company's  stock  that had been  repurchased  by the  company at an
     earlier date.  Similar proposals do not appear in proxies of U.S. companies
     since boards have authority to issue any authorized  shares.  The Affiliate
     supports the proposal.

F33  Approve retirement bonuses for directors/statutory auditors.
     The proposal  requests  shareholder  approval for the payment of retirement
     bonuses to retiring  directors  and/or  statutory  auditors.  Although this
     proposal is a routine request in Japan, the Affiliate  abstains from voting
     because the information provided is insufficient to base a decision.

F34  Approve payment to deceased director's family.
     The proposal requests  shareholder approval for the payment of a retirement
     bonus to the family of a deceased  director.  Although  this  proposal is a
     routine  request in Japan,  the  Affiliate  does not support it because the
     information provided is insufficient to base a decision.

F35  Authorize company to engage in transactions with related parties.
     The  proposal   requests   shareholder   approval  for  the  company,   its
     subsidiaries,  and  target  associated  companies  to  enter  into  certain
     transactions  with  persons  who are  considered  "interested  parties"  as
     defined  in  Chapter  9A of the  Listing  Manual of the Stock  Exchange  of
     Singapore (SES).  Singapore's  related-party  transaction  rules are fairly
     comprehensive,  providing  shareholders with substantial protection against
     insider trading abuses. The Affiliate supports this proposal.

F36  Amend Articles to Lower Quorum Requirement for Special Business.
     The proposal seeks to amend the articles to lower the quorum requirement to
     one-third for special business resolutions at a shareholder  meeting.  Such
     resolutions,  which include amendments to articles, mergers, spin-offs, and
     stock option plans, will still need a two-thirds majority of the votes cast
     in order to be  effective.  Lowering the quorum  requirement  will remove a
     powerful  incentive  for  the  company  to  reach  out to  its  independent
     shareholders when the company is close to reaching a quorum of one-third of
     issued  capital  with only the votes of the  founder,  partner or strategic
     partner. The Affiliate votes AGAINST when the company's board owns close to
     one-third  of issued  capital.  When the board is not close to  reaching  a
     one-third  quorum  with  votes from the  founding  family or  partner,  and
     reaches out to shareholders for support, the Affiliate will vote FOR.

                                                                            Logo
                                                     SSGA Funds Management, Inc.

Proxy Voting Policy

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:

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.

Page 1 of 8

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.

o 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)

o Approval of auditors

o Directors' and auditors' compensation

o Directors' liability and indemnification

o Discharge of board members and auditors

o Financial statements and allocation of income

o Dividend payouts that are greater than or equal to country and industry standards

o Authorization of share repurchase programs

o General updating of or corrective amendments to charter

Page 2 of 8

o Change in Corporation Name

o 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:

o Capitalization changes which eliminate other classes of stock and voting rights

o 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

o 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

o Elimination of "poison pill" rights

o Stock purchase plans with an exercise price of not less that 85% of fair market value

o Stock option plans which are incentive based and not excessive

o Other stock-based plans which are appropriately structured

o Reductions in super-majority vote requirements

o Adoption of anti-"greenmail" provisions

III. Generally, SSgA votes against management on the following items, which have potentially substantial financial or best interest impact:

o Capitalization changes that add "blank check" classes of stock or classes that dilute the voting interests of existing shareholders

o Changes in capitalization  authorization  where management does not offer
an  appropriate  rationale  or which are  contrary to the best  interest of
existing shareholders

o 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

o Amendments to bylaws which would require super-majority shareholder votes to pass or repeal certain provisions

o Elimination of Shareholders' Right to Call Special Meetings

o Establishment of classified boards of directors

Page 3 of 8

o Reincorporation in a state which has more stringent anti-takeover and related provisions

o Shareholder rights plans that allow the board of directors to block appropriate offers to shareholders or which trigger provisions preventing legitimate offers from proceeding

o Excessive compensation

o 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

o Adjournment of Meeting to Solicit Additional Votes

o "Other business as properly comes before the meeting" proposals which extend "blank check" powers to those acting as proxy

o 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:

o Against offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets

o For offers that concur with index calculators treatment and our ability to meet our clients return objectives for passive funds

o Against offers when there are prospects for an enhanced bid or other bidders

o 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:

o Requirements that auditors attend the annual meeting of shareholders

Page 4 of 8

o 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

o Mandates requiring a majority of independent directors on the Board of Directors and the audit, nominating, and compensation committees

o Mandates that amendments to bylaws or charters have shareholder approval

o Mandates that shareholder-rights plans be put to a vote or repealed

o Establishment of confidential voting

o Expansions to reporting of financial or compensation-related information, within reason

o Repeals of various anti-takeover related provisions

o Reduction or elimination of super-majority vote requirements

o Repeals or prohibitions of "greenmail" provisions

o "Opting-out" of business combination provisions

o Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee

o Disclosure of Auditor and Consulting relationships when the same or related entities are conducting both activities

o 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

o Mandates that Audit, Compensation and Nominating Committee members should all be independent directors

o 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:

o Limits to tenure of directors

o Requirements that candidates for directorships own large amounts of stock before being eligible to be elected

Page 5 of 8

o Restoration of cumulative voting in the election of directors

o Requirements that the company provide costly, duplicative, or redundant reports; or reports of a non-business nature

o 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

o Proposals which require inappropriate endorsements or corporate actions

o Requiring the company to expense stock options unless already mandated by FASB (or similar body) under regulations that supply a common valuation model

o Proposal asking companies to adopt full tenure holding periods for their executives

o 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 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

Page 6 of 8

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);

Page 7 of 8

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.

Page 8 of 8

SUSTAINABLE GROWTH ADVISERS, LP

PROXY VOTING POLICY AND PROCEDURES

Statement of Policy

Sustainable Growth Advisers, LP ("SGA") acts as a discretionary investment adviser for various clients and registered mutual funds. Our authority to vote the proxies of our clients is established by our investment advisory agreement or other written directives. SGA's proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are conducted in the best interest of the clients. The policy and procedures are updated as appropriate to take into account developments in the law, best practices in the industry, and refinements deemed appropriate by SGA. Material conflicts are resolved in the best interest of the clients or in accordance with specific client directives.

SGA's policies and procedures are based on the following: legislative materials, studies of corporate governance and other proxy voting issues, analyses of shareholder and management proposals and other materials helpful in studying the issues involved.

The litmus test of any proposal, whether it is advanced by management or by one or more shareholders, is whether the adoption of the proposal allows the company to carry on its affairs in such a manner that the clients' best interests will be served. The proxy vote is an asset belonging to the client. SGA votes the proxies to positively influence corporate governance in a manner that, in SGA's best judgment, enhances shareholder value.

SGA takes a limited role or declines to take responsibility for voting client proxies under the following circumstances:

1. Responsibility of voting proxies has been assigned to another party in the advisory contract or other written directives. In the case of an ERISA client, the voting right has been retained by a named fiduciary of the plan other than SGA.

2. Once a client account has been terminated with SGA in accordance with the investment advisory agreement, SGA will not vote any proxies received after the termination.

3. Security positions that are completely sold from a clients account between proxy record date and meeting date, SGA will not vote the proxy.

4. Proxies for securities held in an unsupervised portion of the client's account generally will not be voted.

5. Proxies for securities on loan that must be recalled in order to vote; generally will not be voted.

6. Specialized treatment in voting proxies when directed in the advisory contract or other written directives. These directions to vote proxies may be different from SGA's policy and procedures.

7. Specialized treatment may be applied to ERISA accounts as SGA's responsibilities for voting ERISA accounts include: the duty of loyalty, prudence, compliance with the plan, as well as a duty to avoid prohibited transactions.

These policies and procedures are provided to clients upon request, with the provision that they may be updated from time to time. Clients can also obtain information on how proxies were voted.


Procedures

Designated individuals are assigned the duties of receiving and reviewing proxies. These individuals ensure that proxies are voted only for those clients that have designated this authority to SGA.

Judgmental issues are reviewed by senior investment professionals to determine if adopting the proposal is in the best interest of our clients. An assessment is made to determine the extent to which there may be a material conflict between the adviser's interests and those of the client. If conflicts arise, SGA will vote in accordance with its pre-determined policies.

As part of recordkeeping the following documents are maintained: (1) copy of the policies and procedures; (2) proxy statements received regarding client securities; (3) a record of each vote cast; (4) a copy of any document created by SGA that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (5) each written client request for proxy voting records and SGA's written response to any (written or oral) client request for such records. These records are maintained for a period of five years.

Categories of Issues

It is the policy of SGA to generally vote with management on routine matters affecting the future of the corporation. If we frequently disagree with management, we will generally sell the stock. Occasionally, however when merger proposals or other corporate restructuring are involved, we vote shares we manage based on our best judgment as to what will produce the highest return relative to risk.

Following are examples of agenda items that SGA generally approves:

Election of Directors: Unless SGA has reason to object to a given director, each director on management's slate is approved.

Approval of Auditors: SGA generally defers to management in picking a CPA firm and votes for management's choice.

Directors' Liability and Indemnification: Since this is a legitimate cost of doing business and important to attracting competent directors, SGA generally approves.

Updating the Corporate Charter: Management periodically asks shareholders to vote for housekeeping updates to its charter and SGA generally approves.

Increase in the Common Share Authorization: As long as the increase is reasonable, SGA generally approves.

Stock Purchase Plans: SGA believes that equity participation plans positively motivate management, directors and employees. Therefore, SGA generally approves stock purchase plans unless we have reason to object.

Stock Option Plans and Stock Participation Plans: If in SGA's judgment and


provided that they are not excessive,  these plans are generally  approved since
they motivate management to enhance shareholder value.

     Following are examples of issues  presented for  shareholder  vote that are

generally opposed because their approval is judged not to be in the best interest of the client.

Elimination of Pre-Emptive Rights: Pre-emptive rights have value to the stockholder. They can be sold outright or used to buy additional shares, usually at a significant discount to the stock's market price. To approve their elimination would mean giving away something of potential value to the client. Elimination of pre-emptive rights also potentially dilutes the shareholders' proportionate share of current holdings and diminishes shareholder rights or control over management. Therefore, SGA generally opposes their elimination.

Poison Pills: These are usually referred to as Shareholder Rights Plans and are used by management to prevent an unfriendly takeover. Generally, management asks the shareholders to approve a huge increase in authorized common shares often accompanied by the approval of a new issue of preferred stock, the terms of which can be set later by management at the onset of an uninvited bid for the company. SGA generally opposes these and other devices utilized by corporate management to elude acquirers, raiders or other legitimate offers unless it views such devices as likely to increase shareholder value in the future and not just entrench management.

Proposals to Establish Staggered Boards: Since staggered election dates of board members impede hostile acquisitions and serve to entrench current management, they are not in the best interest of the shareholder and are generally opposed. It is SGA's judgment that uninvited bids for the company's stock should not be discouraged. They are usually at a substantial premium over the existing market price, so they can be very profitable to the shareholder. It is better that management have a threat of an unwanted bid to give them the incentive to manage the company for the enhancement of shareholder value.

New Classes of Shares Having Different Voting Rights: These are not in the client's best interest because they are contrary to the principle of "one share one vote" and could dilute the current stockholders' control.

Shareholders Proposals That Offer No Specific Economic Benefit to the Client:
When social issues are proposed by one or more shareholders, SGA evaluates them to determine if their approval will be of economic benefit to the client or whether their adoption will result in additional cost to the company and/or impede its ability to do business. If the proposal offers no economic benefit, it is generally opposed.

Conflicts of Interest

SGA's proxy voting policies and procedures are designed to ensure that proxies are properly voted, material conflicts are avoided, and fiduciary obligations are fulfilled.

SGA personnel may be nominated to serve on the board of directors of a portfolio company. In these cases, the SGA employee serving as director must balance his or her duty owed to SGA's clients with his or her duty owed to all of the shareholders of the Company. The SGA Proxy Committee (the "Committee") will make decision on how to vote the proxies of a portfolio company where an SGA employee serves as director on the board. The Committee presently consists of the three principals of SGA. Any investment professional serving on the committee shall not have primary responsibility for SGA's relationship with the applicable portfolio company.

There may be occasions (although SGA anticipates they would be rare) where the proxy guidelines or policies of one of the managed accounts may conflict with SGA's general guidelines or with the guidelines or policies of another managed account. In such a case, it is SGA's policy to attempt to comply with each of the different client policies so long as, in doing so, SGA continues to comply

with ERISA and any other applicable law, regulation and policy. In order to achieve compliance with differing guidelines or policies, it may be necessary to vote the proxies on a proportionate basis (based on number of shares held). If there is to be a departure from a client's proxy voting policy or guidelines, a Principal of SGA will contact the designated representative at the client to address and resolve the situation as appropriated.

To obtain information on how Sustainable Growth Advisers, LP has voted proxies, you may contact us at:

Sustainable Growth Advisers, LP 301 Tresser Boulevard, Suite 1310 Stamford, CT 06901

By phone: (203) 348-4742 By fax: (203) 348-4732 E-mail: mgreve@sgadvisers.com


T. ROWE PRICE PROXY VOTING - PROCESS AND POLICIES

T. Rowe Price Associates, Inc. and T. Rowe Price International, Inc. recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote on issues submitted to shareholder vote--such as election of directors and important matters affecting a company's structure and operations. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the investment companies that it sponsors and serves as investment adviser. T. Rowe Price also is involved in the proxy process on behalf of its institutional and private counsel clients who have requested such service. For those private counsel clients who have not delegated their voting responsibility but who request advice, T. Rowe Price makes recommendations regarding proxy voting.

Proxy Administration
The T. Rowe Price Proxy Committee develops our firm's positions on all major corporate issues, creates guidelines, and oversees the voting process. The Proxy Committee, composed of portfolio managers, investment operations managers, and internal legal counsel, analyzes proxy policies based on whether they would adversely affect shareholders' interests and make a company less attractive to own. In evaluating proxy policies each year, the Proxy Committee relies upon our own fundamental research, independent proxy research provided by third parties such as Institutional Shareholder Services and Glass Lewis, and information presented by company managements and shareholder groups.

Once the Proxy Committee establishes its recommendations, they are distributed to the firm's portfolio managers as voting guidelines. Ultimately, the portfolio manager decides how to vote on the proxy proposals of companies in his or her portfolio. Because portfolio managers may have differences of opinion on portfolio companies and their proxies, or their portfolios may have different investment objectives, these factors, among others, may lead to different votes between portfolios on the same proxies. When portfolio managers cast votes that are counter to the Proxy Committee's guidelines, they are required to document their reasons in writing to the Proxy Committee. Annually, the Proxy Committee reviews T. Rowe Price's proxy voting process, policies, and voting records.

T. Rowe Price has retained Institutional Shareholder Services, an expert in the proxy voting and corporate governance area, to provide proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility and corporate governance-related efforts. While the Proxy Committee relies upon ISS research in establishing T. Rowe Price's voting guidelines--many of which are consistent with ISS positions--T. Rowe Price may deviate from ISS recommendations on general policy issues or specific proxy proposals.

Fiduciary Considerations
T. Rowe Price's decisions with respect to proxy issues are made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance. For example, we might refrain from voting if we or our agents are required to appear in person at a shareholder meeting or if the exercise of voting rights results in the imposition of trading or other ownership restrictions.

Consideration Given Management Recommendations When determining whether to invest in a particular company, one of the key factors T. Rowe Price considers is the quality and depth of its management. As a result, T. Rowe Price believes that recommendations of management on most issues should be given weight in determining how proxy issues should be voted.


T. Rowe Price Voting Policies
Specific voting guidelines have been established by the Proxy Committee for recurring issues that appear on proxies, which are available to clients upon request. The following is a summary of the more significant T. Rowe Price policies:

Election of Directors
T. Rowe Price generally supports slates with a majority of independent directors. We withhold votes for outside directors that do not meet certain criteria relating to their independence or their inability to dedicate sufficient time to their board duties due to their commitment to other boards. We also withhold votes for inside directors serving on compensation, nominating and audit committees and for directors who miss more than one-fourth of the scheduled board meetings. T. Rowe Price supports shareholder proposals calling for a majority vote threshold for the election of directors.

Executive Compensation
Our goal is to assure that a company's equity-based compensation plan is aligned with shareholders' long-term interests. While we evaluate most plans on a case-by-case basis, T. Rowe Price generally opposes compensation packages that provide what we view as excessive awards to a few senior executives or that contain excessively dilutive stock option plans. We base our review on criteria such as the costs associated with the plan, plan features, burn rates which are excessive in relation to the company's peers, dilution to shareholders and comparability to plans in the company's peer group. We generally oppose plans that give a company the ability to reprice options or to grant options at below market prices.

Anti-takeover, Capital Structure and Corporate Governance Issues T. Rowe Price generally opposes anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes and poison pills. We also oppose proposals which give management a "blank check" to create new classes of stock with disparate rights and privileges. We generally support proposals to permit cumulative voting and those that seek to prevent potential acquirers from receiving a takeover premium for their shares. When voting on corporate governance proposals, we will consider the dilutive impact to shareholders and the effect on shareholder rights. With respect to proposals for the approval of a company's auditor, we typically oppose auditors who have a significant non-audit relationship with the company.

Social and Corporate Responsibility Issues T. Rowe Price generally votes with a company's management on social issues unless they have substantial economic implications for the company's business and operations that have not been adequately addressed by management.

Monitoring and Resolving Conflicts of Interest The Proxy Committee is also responsible for monitoring and resolving possible material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We believe that due to the client-focused nature of our investment management business that the potential for conflicts of interests are relatively infrequent. Nevertheless, we have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our clients. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing or sales. Since our voting guidelines are pre-determined by the Proxy Committee using recommendations from ISS, an independent third party, application of the T. Rowe Price guidelines to vote clients' proxies should in most instances adequately address any possible conflicts of interest. However, for proxy votes inconsistent with T. Rowe Price guidelines, the Proxy


Committee reviews all such proxy votes in order to determine whether the portfolio manager's voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other relationships between T. Rowe Price and a portfolio company could have influenced an inconsistent vote on that company's proxy. Issues raising possible conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Price's Code of Ethics requires all employees to avoid placing themselves in a "compromising position" where their interests may conflict with those of our clients and restricts their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.


TEMPLETON GLOBAL ADVISORS LIMITED
PROXY VOTING POLICIES & PROCEDURES

RESPONSIBILITY OF ADVISER TO VOTE PROXIES

Templeton Global Advisors Limited (hereinafter "Adviser") 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 Adviser) that has either delegated proxy voting administrative responsibility to Adviser or has asked for information on the issues to be voted. The Proxy Group will process proxy votes on behalf of, and Adviser votes proxies solely in the interests of, separate account clients, Adviser-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 Adviser's views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Adviser.

HOW ADVISER VOTES PROXIES

Fiduciary Considerations
All proxies received by the Proxy Group will be voted based upon Adviser's instructions and/or policies. To assist it in analyzing proxies, Adviser 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, Adviser 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, Adviser does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Adviser's ultimate decision. As a matter of policy, the officers, directors and employees of Adviser 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. Adviser is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, a situation may arise where one affiliate makes a voting decision on a company's proxy without the knowledge that another affiliate manages that company's retirement plan or other assets. In situations where Adviser perceives a material conflict of interest, Adviser may disclose the conflict to the relevant Advisory Clients; defer to the voting recommendation of the Advisory Clients, ISS, Glass Lewis, or those of another independent third party provider of proxy services; send the proxy directly to the relevant Advisory Clients for a voting decision; or take such other action in good faith (in consultation with counsel) which would protect the interests of the Advisory Clients.


Weight Given Management Recommendations
One of the primary factors Adviser 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 Adviser considers in determining how proxies should be voted. However, Adviser does not consider recommendations from management to be determinative of Adviser'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 Adviser 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, 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 Adviser'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. Adviser'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. The Proxy Group must obtain voting instructions from Adviser's research analyst, relevant portfolio manager(s) and/or legal counsel prior to submitting the vote.

GENERAL PROXY VOTING GUIDELINES

Adviser has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Adviser 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. Adviser 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 Adviser anticipate all future situations. Corporate governance issues are diverse and continually evolving and Adviser devotes significant time and resources to monitor these changes.

ADVISER'S PROXY VOTING POLICIES AND PRINCIPLES

Adviser'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 Adviser's organization, including portfolio management, legal counsel, and Adviser'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 Adviser 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. Adviser supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Adviser will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Adviser 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, Adviser will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. Adviser 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 Adviser generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Adviser 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, Adviser will closely scrutinize the role and performance of auditors. On a case-by-case basis, Adviser will examine proposals relating to non-audit relationships and non-audit fees. Adviser 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. Adviser evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Adviser reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Adviser 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. Adviser 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 Adviser will generally oppose "golden parachutes" that are considered excessive. Adviser 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: Adviser generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Adviser conducts an independent review of each anti-takeover proposal. On occasion, Adviser 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. Adviser generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Adviser will closely evaluate shareholder rights' plans on a case-by-case basis to determine whether or not they warrant support. Adviser will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Adviser generally opposes any supermajority voting requirements as well as the payment of "greenmail." Adviser usually supports "fair price" provisions and confidential voting.


Changes to Capital Structure: Adviser 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. Adviser will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Adviser 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. Adviser 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. Adviser 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. Adviser 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, Adviser is primarily concerned about the financial interests of its Advisory Clients. Adviser will generally give management discretion with regard to social, environmental and ethical issues although Adviser may vote in favor of those issues that are believed to have significant economic benefits or implications.

Global Corporate Governance: Adviser manages investments in countries worldwide. Many of the tenets discussed above are applied to Adviser's proxy voting decisions for international investments. However, Adviser must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. As experienced money managers, Adviser'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, Adviser understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, Adviser will attempt to process every proxy it receives for all domestic and foreign proxies. However, there may be situations in which Adviser cannot vote proxies. For example, if the cost of voting a foreign proxy outweighs the benefit of voting, the Proxy 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 Adviser 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, Adviser may determine that it is not in the best interests of its clients to recall the security for voting purposes. Although Adviser may hold shares on a company's record date, should it sell them prior to the company's meeting date, Adviser ultimately may decide not to vote those shares.


Adviser 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, Adviser may vote against the item to send a message to the company that if it had provided additional information, Adviser may have voted in favor of that item. Adviser may also enter an "abstain" vote on the election of certain directors from time to time based on individual situations, particularly where Adviser 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 Adviser'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 Adviser. 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, Adviser'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 Adviser'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 and/or legal counsel.

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 Adviser'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 Adviser and obtain instructions regarding whether Adviser desires the Franklin Templeton Services, LLC Fund Treasury Department to contact the custodian bank in an effort to retrieve the securities. If so requested by Adviser, the Proxy Group shall use its best efforts to call such loans or use other practicable and legally enforceable means to ensure that Adviser 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:
o All annual proxies for the securities held by Advisory Clients have been received;
o Each proxy or a sample of proxies received has been voted in a manner consistent with these Procedures and the Proxy Voting Guidelines;
o Each proxy or sample of proxies received has been voted in accordance with the instructions of the Advisor;
o 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 Adviser's proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. The proxy voting records for Canadian mutual fund products will be available no later than August 31, 2006 at www.franklintempleton.ca. 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 Adviser 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.

As of June 30, 2006


TEMPLETON INVESTMENT COUNSEL, LLC
PROXY VOTING POLICIES & PROCEDURES

RESPONSIBILITY OF ADVISER TO VOTE PROXIES

Templeton Investment Counsel, LLC (hereinafter "Adviser") 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 Adviser) that has either delegated proxy voting administrative responsibility to Adviser or has asked for information on the issues to be voted. The Proxy Group will process proxy votes on behalf of, and Adviser votes proxies solely in the interests of, separate account clients, Adviser-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 Adviser's views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Adviser.

HOW ADVISER VOTES PROXIES

Fiduciary Considerations
All proxies received by the Proxy Group will be voted based upon Adviser's instructions and/or policies. To assist it in analyzing proxies, Adviser 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, Adviser 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, Adviser does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Adviser's ultimate decision. As a matter of policy, the officers, directors and employees of Adviser 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. Adviser is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, a situation may arise where one affiliate makes a voting decision on a company's proxy without the knowledge that another affiliate manages that company's retirement plan or other assets. In situations where Adviser perceives a material conflict of interest, Adviser may disclose the conflict to the relevant Advisory Clients; defer to the voting recommendation of the Advisory Clients, ISS, Glass Lewis, or those of another independent third party provider of proxy services; send the proxy directly to the relevant Advisory Clients for a voting decision; or take such other action in good faith (in consultation with counsel) which would protect the interests of the Advisory Clients.


Weight Given Management Recommendations
One of the primary factors Adviser 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 Adviser considers in determining how proxies should be voted. However, Adviser does not consider recommendations from management to be determinative of Adviser'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 Adviser 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, 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 Adviser'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. Adviser'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. The Proxy Group must obtain voting instructions from Adviser's research analyst, relevant portfolio manager(s) and/or legal counsel prior to submitting the vote.

GENERAL PROXY VOTING GUIDELINES

Adviser has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Adviser 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. Adviser 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 Adviser anticipate all future situations. Corporate governance issues are diverse and continually evolving and Adviser devotes significant time and resources to monitor these changes.

ADVISER'S PROXY VOTING POLICIES AND PRINCIPLES

Adviser'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 Adviser's organization, including portfolio management, legal counsel, and Adviser'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 Adviser 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. Adviser supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Adviser will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Adviser 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, Adviser will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. Adviser 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 Adviser generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Adviser 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, Adviser will closely scrutinize the role and performance of auditors. On a case-by-case basis, Adviser will examine proposals relating to non-audit relationships and non-audit fees. Adviser 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. Adviser evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Adviser reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Adviser 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. Adviser 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 Adviser will generally oppose "golden parachutes" that are considered excessive. Adviser 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: Adviser generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Adviser conducts an independent review of each anti-takeover proposal. On occasion, Adviser 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. Adviser generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. Adviser will closely evaluate shareholder rights' plans on a case-by-case basis to determine whether or not they warrant support. Adviser will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Adviser generally opposes any supermajority voting requirements as well as the payment of "greenmail." Adviser usually supports "fair price" provisions and confidential voting.


Changes to Capital Structure: Adviser 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. Adviser will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Adviser 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. Adviser 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. Adviser 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. Adviser 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, Adviser is primarily concerned about the financial interests of its Advisory Clients. Adviser will generally give management discretion with regard to social, environmental and ethical issues although Adviser may vote in favor of those issues that are believed to have significant economic benefits or implications.

Global Corporate Governance: Adviser manages investments in countries worldwide. Many of the tenets discussed above are applied to Adviser's proxy voting decisions for international investments. However, Adviser must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. As experienced money managers, Adviser'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, Adviser understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, Adviser will attempt to process every proxy it receives for all domestic and foreign proxies. However, there may be situations in which Adviser cannot vote proxies. For example, if the cost of voting a foreign proxy outweighs the benefit of voting, the Proxy 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 Adviser 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, Adviser may determine that it is not in the best interests of its clients to recall the security for voting purposes. Although Adviser may hold shares on a company's record date, should it sell them prior to the company's meeting date, Adviser ultimately may decide not to vote those shares.


Adviser 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, Adviser may vote against the item to send a message to the company that if it had provided additional information, Adviser may have voted in favor of that item. Adviser may also enter an "abstain" vote on the election of certain directors from time to time based on individual situations, particularly where Adviser 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 Adviser'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 Adviser. 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, Adviser'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 Adviser'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 and/or legal counsel.

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 Adviser'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 Adviser and obtain instructions regarding whether Adviser desires the Franklin Templeton Services, LLC Fund Treasury Department to contact the custodian bank in an effort to retrieve the securities. If so requested by Adviser, the Proxy Group shall use its best efforts to call such loans or use other practicable and legally enforceable means to ensure that Adviser 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:
o All annual proxies for the securities held by Advisory Clients have been received;
o Each proxy or a sample of proxies received has been voted in a manner consistent with these Procedures and the Proxy Voting Guidelines;
o Each proxy or sample of proxies received has been voted in accordance with the instructions of the Advisor;
o 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 Adviser's proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. The proxy voting records for Canadian mutual fund products will be available no later than August 31, 2006 at www.franklintempleton.ca. 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 Adviser 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.

As of June 30, 2006


UBS GLOBAL ASSET MANAGEMENT
GLOBAL CORPORATE GOVERNANCE PHILOSOPHY
AND PROXY VOTING GUIDELINES AND POLICY

Policy Summary

Underlying our voting and corporate governance policies we have three fundamental objectives:

1 We seek to act in the best financial interests of our clients to protect and enhance the long-term value of their investments.

2 In order to do this effectively, we aim to utilize the full weight of our clients` shareholdings in making our views felt.

3 As investors, we have a strong commercial interest in ensuring that the companies in which we invest are successful. We actively pursue this interest by promoting best practice in the boardroom.

To achieve these objectives, we have implemented this Policy, which we believe is reasonably designed to guide our exercise of voting rights and the taking of other appropriate actions, within our ability, and to support and encourage sound corporate governance practice. This Policy is being implemented globally to harmonize our philosophies across UBS Global Asset Management offices worldwide and thereby maximize our ability to influence the companies we invest in. However, this Policy is also supplemented by the UBS Global Asset Management Local Proxy and Corporate Governance Guidelines to permit individual regions or countries within UBS Global Asset Management the flexibility to vote or take other actions consistent with their local laws or standards where necessary.

This policy helps to maximize the economic value of our clients` investments by establishing proxy voting standards that conform with UBS Global Asset Management`s philosophy of good corporate governance.

Risks Addressed by this Policy

The policy is designed to address the following risks:

o Failure to provided required disclosures for investment advisers and registered investment companies

o Failure to vote proxies in best interest of clients and funds

o Failure to identify and address conflicts of interest

o Failure to provide adequate oversight of third party service providers

TABLE OF CONTENTS

Global Voting and Corporate Governance Policy

A. General Corporate Governance Benchmarks 2

B. Proxy Voting Guidelines oe Macro Rationales 4

C. Proxy Voting Disclosure Guidelines 8

D. Proxy Voting Conflict Guidelines 9


E. Special Disclosure Guidelines for Registered Investment Companies 9

F. Documentation 11

G. Compliance Dates 11

H. Other Policies 12

I. Disclosures 12

GLOBAL PROXY VOTING AND CORPORATE GOVERNANCE POLICY

Philosophy

Our philosophy, guidelines and policy are based on our active investment style and structure whereby we have detailed knowledge of the investments we make on behalf of our clients and therefore are in a position to judge what is in the best interests of our clients as shareholders. We believe voting rights have economic value and must be treated accordingly. Proxy votes that impact the economic value of client investments involve the exercise of fiduciary responsibility. Good corporate governance should, in the long term, lead toward both better corporate performance and improved shareholder value. Thus, we expect board members of companies we have invested in (the --company" or --companies") to act in the service of the shareholders, view themselves as stewards of the financial assets of the company, exercise good judgment and practice diligent oversight with the management of the company.

A. General Corporate Governance Benchmarks UBS Global Asset Management (US) Inc. and UBS Global Asset Management (Americas) Inc. (collectively, --UBS Global AM") will evaluate issues that may have an impact on the economic value of client investments during the time period it expects to hold the investment. While there is no absolute set of rules that determine appropriate governance under all circumstances and no set of rules will guarantee ethical behavior, there are certain benchmarks, which, if substantial progress is made toward, give evidence of good corporate governance. Therefore, we will generally exercise voting rights on behalf of clients in accordance with this policy.

Principle 1: Independence of Board from Company Management

Guidelines:

o Board exercises judgment independently of management.
o Separate Chairman and Chief Executive.
o Board has access to senior management members.
o Board is comprised of a significant number of independent outsiders.
o Outside directors meet independently.
o CEO performance standards are in place.
o CEO performance is reviewed annually by the full board.
o CEO succession plan is in place.
o Board involvement in ratifying major strategic initiatives.
o Compensation, audit and nominating committees are led by a majority of outside directors.

Principle 2: Quality of Board Membership Guidelines:

o Board determines necessary board member skills, knowledge and experience.
o Board conducts the screening and selection process for new directors.


o Shareholders should have the ability to nominate directors.
o Directors whose present job responsibilities change are reviewed as to the appropriateness of continued directorship.
o Directors are reviewed every 3-5 years to determine appropriateness of continued directorship.
o Board meets regularly (at least four times annually).

Principle 3: Appropriate Management of Change in Control Guidelines:

o Protocols should ensure that all bid approaches and material proposals by management are brought forward for board
o consideration.
o Any contracts or structures, which impose financial constraints on changes in control, should require prior shareholder
o approval.
o Employment contracts should not entrench management.
o Management should not receive substantial rewards when employment contracts are terminated for performance reasons.

Principle 4: Remuneration Policies are Aligned with Shareholder Interests

Guidelines:

o Executive remuneration should be commensurate with responsibilities and performance.
o Incentive schemes should align management with shareholder objectives.
o Employment policies should encourage significant shareholding by management and board members.
o Incentive rewards should be proportionate to the successful achievement of pre-determined financial targets.
o Long-term incentives should be linked to transparent long-term performance criteria.
o Dilution of shareholders` interests by share issuance arising from egregious employee share schemes and management incentives should be limited by shareholder resolution.

Principle 5: Auditors are Independent Guidelines:

o Auditors are approved by shareholders at the annual meeting.
o Audit, consulting and other fees to the auditor are explicitly disclosed.
o The Audit Committee should affirm the integrity of the audit has not been compromised by other services provided by the auditor firm.
o Periodic (every 5 years) tender of the audit firm or audit partner.

B. Proxy Voting Guidelines - Macro Rationales Macro Rationales are used to explain why we vote on each proxy issue. The Macro Rationales reflect our guidelines enabling voting consistency between offices yet allowing for flexibility so the local office can reflect specific knowledge of the company as it relates to a proposal.

1. General Guidelines

o a. When our view of the issuer`s management is favorable, we generally support current management initiatives. When our view is that changes to


the management structure would probably increase shareholder value, we may not support existing management proposals.

o b. If management`s performance has been questionable we may abstain or vote against specific proxy proposals.

o c. Where there is a clear conflict between management and shareholder interests, even in those cases where management has been doing a good job, we may elect to vote against management.

o d. In general, we oppose proposals, which in our view, act to entrench management.

o e. In some instances, even though we strongly support management, there are some corporate governance issues that, in spite of management objections, we believe should be subject to shareholder approval.

o f. We will vote in favor of shareholder resolutions for confidential voting.

2. Board of Directors and Auditors

o a. Unless our objection to management`s recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review.

o b. We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause.

o c. We generally vote for proposals that permit shareholders to act by written consent and/or give the right to shareholders to call a special meeting.

o d. We generally oppose proposals to limit or restrict shareholder ability to call special meetings.

o e. We will vote for separation of Chairman and CEO if we believe it will lead to better company management, otherwise, we will support an outside lead director board structure.

3. Compensation

o a. We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious.

o b. Senior management compensation should be set by independent directors according to industry standards, taking advice from benefits consultants where appropriate.

o c. All senior management and board compensation should be disclosed within annual financial statements, including the value of fringe benefits, company pension contributions, deferred compensation and any company loans.

o d. We may vote against a compensation or incentive program if it is not adequately tied to a company`s fundamental financial performance;, is vague;, is not in line with market practices;, allows for option re-pricing;, does not have adequate performance hurdles; or is highly dilutive.

o e. Where company and management`s performance has been poor, we may object to the issuance of additional shares for option purposes such that management is rewarded for poor performance or further entrenches its position.

o f. Given the increased level of responsibility and oversight required of directors, it is reasonable to expect that compensation should increase commensurably. We consider that there should be an appropriate balance between fixed and variable elements of compensation and between short and long term incentives.

4. Governance Provisions


o a. We believe that votes at company meetings should be determined on the basis of one share one vote. We will vote against cumulative voting proposals.

o b. We believe that --poison pill" proposals, which dilute an issuer`s stock when triggered by particular events, such as take over bids or buy-outs, should be voted on by the shareholders and will support attempts to bring them before the shareholders.

o c. Any substantial new share issuance should require prior shareholder approval.

o d. We believe proposals that authorize the issuance of new stock without defined terms or conditions and are intended to thwart a take-over or restrict effective control by shareholders should be discouraged.

o e. We will support directives to increase the independence of the board of directors when we believe that the measures will improve shareholder value.

o f. We generally do not oppose management`s recommendation to implement a staggered board and generally support the regular re-election of directors on a rotational basis as it may provide some continuity of oversight.

o g. We will support proposals that enable shareholders to directly nominate directors.

5. Capital Structure and Corporate Restructuring

o a. It is difficult to direct where a company should incorporate, however, in instances where a move is motivated solely to entrench management or restrict effective corporate governance, we will vote accordingly.

o b. In general we will oppose management initiatives to create dual classes of stock, which serves to insulate company management from shareholder opinion and action. We support shareholder proposals to eliminate dual class schemes.

6. Mergers, Tender Offers and Proxy Contests

a. Based on our analysis and research we will support proposals that increase shareholder value and vote against proposals that do not.

7. Social, Environmental, Political and Cultural

o a. Depending on the situation, we do not typically vote to prohibit a company from doing business anywhere in the world.

o b. There are occasional issues, we support, that encourage management to make changes or adopt more constructive policies with respect to social, environmental, political and other special interest issues, but in many cases we believe that the shareholder proposal may be too binding or restrict management`s ability to find an optimal solution. While we wish to remain sensitive to these issues, we believe there are better ways to resolve them than through a proxy proposal. We prefer to address these issues through engagement.

o c. Unless directed by clients to vote in favor of social, environmental, political and other special interest proposals, we are generally opposed to special interest proposals that involve an economic cost to the company or that restrict the freedom of management to operate in the best interest of the company and its shareholders.

8. Administrative and Operations

o a. Occasionally, stockholder proposals, such as asking for reports and donations to the poor, are presented in a way that appear to be honest attempts at bringing up a worthwhile issue. Nevertheless, judgment must be


exercised with care, as we do not expect our shareholder companies to be charitable institutions.

o b. We are sympathetic to shareholders who are long-term holders of a company`s stock, who desire to make concise statements about the long-term operations of the company in the proxy statement. However, because regulatory agencies do not require such actions, we may abstain unless we believe there are compelling reasons to vote for or against.

9. Miscellaneous

o a. Where a client has given specific direction as to how to exercise voting rights on its behalf, we will vote in accordance with a client`s direction.

o b. Where we have determined that the voting of a particular proxy is of limited benefit to clients or where the costs of voting a proxy outweigh the benefit to clients, we may abstain or choose not to vote. Among others, such costs may include the cost of translating a proxy, a requirement to vote in person at a shareholders meeting or if the process of voting restricts our ability to sell for a period of time (an opportunity cost).

o c. For holdings managed pursuant to quantitative, index or index-like strategies, we may delegate the authority to exercise voting rights for such strategies to an independent proxy voting and research service with the direction that the votes be exercised in accordance with this Policy. If such holdings are also held in an actively managed strategy, we will exercise the voting rights for the passive holdings according to the active strategy.

o d. In certain instances when we do not have enough information we may choose to abstain or vote against a particular Proposal.

C. Proxy Voting Disclosure Guidelines

o UBS Global AM will disclose to clients, as required by the Investment Advisers Act of 1940, how they may obtain information about how we voted with respect to their securities. This disclosure may be made on Form ADV.

o UBS Global AM will disclose to clients, as required by the Investment Advisers Act of 1940, these procedures and will furnish a copy of these procedures to any client upon request. This disclosure may be made on Form ADV.

o Upon request or as required by law or regulation, UBS Global AM will disclose to a client or a client`s fiduciaries, the manner in which we exercised voting rights on behalf of the client.

o Upon request, we will inform a client of our intended vote. Note, however, in some cases, because of the controversial nature of a particular proxy, our intended vote may not be available until just prior to the deadline. If the request involves a conflict due to the client`s relationship with the company that has issued the proxy, the Legal and Compliance Department should be contacted immediately to ensure adherence to UBS Global AM Corporate Governance Principles. (See Proxy Voting Conflict Guidelines below.)

o Other than as described herein, we will not disclose our voting intentions or make public statements to any third party (except electronically to our proxy vote processor or regulatory agencies) including but not limited to proxy solicitors, non-clients, the media, or other UBS divisions, but we may inform such parties of the provisions of our Policy. We may communicate with other shareholders regarding a specific proposal but will not disclose our voting intentions or agree to vote in concert with another shareholder without approval from the Chairman of the Global Corporate Governance Committee and regional Legal and Compliance representative.

o Any employee, officer or director of UBS Global AM receiving an inquiry directly from a company will notify the appropriate industry analyst and persons responsible for voting the company`s proxies.

o Proxy solicitors and company agents will not be provided with either our votes or the number of shares we own in a particular company.


o In response to a proxy solicitor or company agent, we will acknowledge receipt of the proxy materials, inform them of our intent to vote or that we have voted, but not the result of the vote itself.

o We may inform the company (not their agent) where we have decided to vote against any material resolution at their company.

o The Chairman of the Global Corporate Governance Committee and the applicable Chair of the Local Corporate Governance Committee must approve exceptions to this disclosure policy.

Nothing in this policy should be interpreted as to prevent dialogue with the company and its advisers by the industry analyst, proxy voting delegate or other appropriate senior investment personnel when a company approaches us to discuss governance issues or resolutions they wish to include in their proxy statement.

D. Proxy Voting Conflict Guidelines In addition to the Proxy Voting Disclosure Guidelines above, UBS Global AM has implemented the following guidelines to address conflicts of interests that arise in connection with our exercise of voting rights on behalf of clients:

o Under no circumstances will general business, sales or marketing issues influence our proxy votes.

o UBS Global AM and its affiliates engaged in banking, broker-dealer and investment banking activities (--Affiliates") have policies in place prohibiting the sharing of certain sensitive information. These policies prohibit our personnel from disclosing information regarding our voting intentions to any Affiliate. Any of our personnel involved in the proxy voting process who are contacted by an Affiliate regarding the manner in which we intend to vote on a specific issue, must terminate the contact and notify the Legal and Compliance Department immediately. [Note: Legal and Compliance personnel may have contact with their counterparts working for an Affiliate on matters involving information barriers.] In the event of any issue arising in relation to Affiliates, the Chair of the Global Corporate Governance Committee must be advised, who will in turn advise the Chief Risk Officer.

E. Special Disclosure Guidelines for Registered Investment Company Clients

1. Registration Statement (Open-End and Closed-End Funds) Management is responsible for ensuring the following:

o That these procedures, which are the procedures used by the investment adviser on the Funds` behalf, are described in the Statement of Additional Information (SAI). The procedures may be described in the SAI or attached as an exhibit to the registration statement.

o That the SAI disclosure includes the procedures that are used when a vote presents a conflict between the interests of Fund shareholders, on the one hand; and those of the Funds investment adviser, principal underwriter or any affiliated person of the Fund, its investment adviser or principal underwriter, on the other.

o That the SAI disclosure states that information regarding how the Fund voted proxies during the most recent 12-month period ended June 30 is available
(i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; or on or through the Fund`s website, or both; and (ii) on the Commission`s website. If a request for the proxy voting record is received, the Fund must comply within three business days by first class mail. If website disclosure is elected, Form N-PX must be posted as soon as reasonably practicable after filing the report with the Commission, and must remain available on the website as long as the Fund discloses that it its available on the website.

2. Shareholder Annual and Semi-Annual Report (Open-End and Closed-End Funds) Management is responsible for ensuring the following:


That each Fund`s shareholder report contain a statement that a description of these procedures is available (i) without charge, upon request, by calling a toll-free or collect telephone number; (ii) on the Fund`s website, if applicable; and (iii) on the Commission`s website. If a request for the proxy voting record is received, the Fund must comply within three business days by first class mail.

That the report contain a statement that information regarding how the Fund voted proxies during the most recent 12-month period ended June 30 is available
(i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; or on or through the Fund`s website, or both; and

(ii) on the Commission`s website. If a request for the proxy voting record is received, the Fund must comply within three business days by first class mail. If website disclosure is elected, Form N-PX must be posted as soon as reasonably practicable after filing the report with the Commission, and must remain available on the website as long as the Fund discloses that it its available on the website.

3. Form N-CSR (Closed-End Fund Annual Reports Only) Management is responsible for ensuring the following:

o That these procedures are described in Form N-CSR. In lieu of describing the procedures, a copy of these procedures may simply be included with the filing. However, the SEC`s preference is that the procedures be included directly in Form N-CSR and not attached as an exhibit to the N-CSR filing.

o That the N-CSR disclosure includes the procedures that are used when a vote presents a conflict between the interests of Fund shareholders, on the one hand, and those of the Funds` investment adviser, principal underwriter or any affiliated person of the Fund, its investment adviser or principal underwriter, on the other.

4. Form N-PX (Open-End and Closed-End Funds) Management is responsible for ensuring the following:

o That each Fund files its complete proxy voting record on Form N-PX for the 12 month period ended June 30 by no later than August 31 of each year.

o Fund management is responsible for reporting to the Funds` Chief Compliance Officer any material issues that arise in connection with the voting of Fund proxies or the preparation, review and filing of the Funds` Form N-PX.

5. Oversight of Disclosure The Funds` Chief Compliance Officer shall be responsible for ensuring that the required disclosures listed in these procedures are implemented and complied with. The Funds` Chief Compliance Officer shall recommend to each Fund`s Board any changes to these policies and procedures that he or she deems necessary or appropriate to ensure the Funds` compliance with relevant federal securities laws.

Responsible Parties

The following parties will be responsible for implementing and enforcing this policy: The Chief Compliance Officer and his/her designees

Documentation

Monitoring and testing of this policy will be documented in the following ways:

o Annual review by the Funds' and UBS Global AM's Chief Compliance Officer of the effectiveness of these procedures


- Annual Report of Funds' Chief Compliance Officer regarding the effectiveness of these procedures
- Periodic review of any proxy service vendor by the Chief Compliance Officer
- Periodic review of proxy votes by the Proxy Voting Committee

Compliance Dates

The following compliance dates should be added to the Compliance Calendar:

- File Form N-PX by August 31 for each registered investment company client
- Annual review by the Funds' and UBS Global AM's Chief Compliance Officer of the effectiveness of these procedures
- Annual Report of Funds' Chief Compliance Officer regarding the effectiveness of these procedures
- Form N-CSR, Shareholder Annual and Semi-Annual Reports, and annual updates to Fund registration statements as applicable
- Periodic review of any proxy service vendor by the Chief Compliance Officer
- Periodic review of proxy votes by the Proxy Voting Committee
- Recordkeeping Policy
- Affiliated Transactions Policy
- Code of Ethics
- Supervision of Service Providers Policy

Other Policies

Other policies that this policy may affect include:

Other policies that may affect this policy include:

- Recordkeeping Policy
- Affiliated Transactions Policy
- Code of Ethics
- Supervision of Service Providers Policy

17244038


UBS Global Asset Management Local Voting and Corporate Governance Guidelines

Version 1.0

28 July 2003


UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

                             Table of Contents

I. Local Voting and Corporate Governance Guidelines

    A. United Kingdom / London                                             1

    B. Australia / Sydney                                                  2

    C. Switzerland / Zurich                                                5

    D. Japan / Tokyo                                                       6

    E. Canada / Toronto                                                    10

    F. United States / Chicago                                             11

i

UBS Global Asset Management

Local Voting and Corporate Governance Guidelines - Version 1.0

I. LOCAL VOTING POLICIES

A. LOCAL POLICY - UNITED KINGDOM / LONDON

Directors'            Greenbury - Invited to approve all new       Each on its
Remuneration          long term incentive schemes                  own merits
and/or Pension        Greenbury - Shares granted should not
arrangements          vest, and options should not be
                      exercisable, in under three
                      years
                      Greenbury - Total awards
                      potentially
                      available should not be
                      excessive
                      Greenbury - Subject to
                      challenging
                      criteria
                      Greenbury - Consideration
                      should be
                      given to criteria which
                      reflects the
                      company's performance relative
                      to a
                      group of comparator companies
                      in
                      some key variables such as TSR
                      Greenbury -Are grant options
                      phased
                      Greenbury - Executive options
                      are not
                      at a discount
                      ABI - Options should only be
                      granted over the capital of
                      the parent
                      company.
                      ABI - A Scheme  should not last
                      more than 10 years
                      ABI - All  Schemes  No more than
                      10% of share  capital  should be
                      used  in  any  rolling  10  year
                      period
                      ABI - Executive Schemes No more
                      than
                      5% of the issued Ordinary share
                      cap in
                      any 10 year period unless these
                      Options are Super-Options
                      Combined Code - Agrees with the
                      recommendations of the Greenbury
                      Code

Basic Authority       Companies Act - Section 80 provides          For
for Directors to      authority for Directors to issue shares      Management
Allot Any Shares      ABI5 - New issues should not exceed
                      one third of existing issued
                      share capital - taking account
                      amounts reserved for share
                      schemes, warrants or
                      convertible shares

Share Allotment       Companies Act - Section 89 imposes          For
Other Than to         pre-emption (shares must be first           management
Existing              offered to existing shareholders on a       if issue
Shareholders          pro-rata basis)                             meets IPC
                      Companies Act - Section 95 allows dis       5% guideline

Local Guidelines 28 July 2003

1

UBS Global Asset Management

Local Voting and Corporate Governance Guidelines - Version 1.0

                          application of S89 for issues of shares
                          for cash (but not for assets)
                          IPC - Dis-application of S89
                          acceptable provided no more than
                          5% of the issued capital on a
                          non-pre-emptive basis in any one
                          year and no more than
                          7.5%   in   the   current   and
                          preceding 2
                          years

  Market Purchase         ABI7 -Authority under S166 must be      For Management
  of its own              renewed annually; increase in EPS a     if criteria is
  Shares by               pre-requisite; approval of preference   met.
  Company                 shareholders necessary; 10% of issued
                          share capital is appropriate
                          Companies Act - Section 166
                          permits buy-back, S162 must
                          have power for buy-back within
                          articles of assoc.
                          Stock Exchange Yellow book - up
                          to 15% of issued share capital
                          within 12 months permissible.
                          Price must not exceed 105% of
                          market value.

  Scrip Dividend          No guidelines                           For Management
  alternative
  Enhanced Scrip          No guidelines                           Each on its
  Dividend                                                        own merits
  Amendments to           No guidelines                           For Management
  Articles of
  Association

  Shareholder             No guidelines                           or Management
  resn.



  Political               Political Parties, Elections and       For Management
  donations               Referendums Act 2000                   if the company
                                                                 issues a
                                                                 statement
                                                                 confirming that
                                                                 the donation is
                                                                 not to a
                                                                 political party
                                                                 in the true
                                                                 sense.

                                                                 Against if this
                                                                 statement is
                                                                 not made
--------------------------------------------------------------------------------

Local Guidelines                                                    28 July 2003
                                       2


UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

B. LOCAL POLICY - AUSTRALIA / SYDNEY

AUSTRALIAN MARKET CONVENTIONS AND "BEST PRACTICE"

Board Structure and Quality

Review allocation of work between Board and management (IFSA 9).
Board has majority of independent directors with appropriate skills (IFSA 2). Chairman should be an independent director (IFSA 3) or a lead director to be appointed. The Board should appoint an audit committee, a remuneration committee and a nomination committee (IFSA 4 and 5). Generally constituted with a majority of independent directors Audit committee comprises only non executive directors Have access to employees and advisers of the company
Entitled to obtain independent professional advice at the company's expense

The Board should review its performance and the performance of individual directors, the company and management regularly (IFSA 7) Before accepting appointment, non-executive directors should be formally advised of the reasons they have been asked to join the Board and given an outline of what the Board expects of them (IFSA 6) ASX listing rules require director election each year on a one third rotational basis.
Company Law sets retirement age at 72 years unless a 75% approval vote is obtained.
Aust Law requires at least 3 directors with at least 2 residing in Australia.

Change of Control Procedures

Major corporate changes, which in substance or effect may impact shareholder equity or erode ownership rights, should be submitted to a vote of shareholders (IFSA 13). Share repurchase of up to 10% in a 12 month period without shareholder approval. Purchase from a single vendor requires 75% approval. ASX listing rules require shareholder approval for any disposal or change in control of a company's main undertaking.
Partial takeover provisions may be approved by shareholders but are renewable every 3 years.

Auditors

Fees from non-audit services by an audit firm must be disclosed (pending Aust legislation).
Expanded role for the Financial Reporting Council to oversee audit independence and auditing standards (pending legislation) Compulsory audit partner rotation after 5 years but not rotation of audit firms (pending legislation)
Mandatory audit committees for Top 500 companies (pending legislation). Statement from audit committee that non-audit services are compatible with independence (pending legislation).

Local Guidelines 28 July 2003

3

UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

Compensation

The Board should review its performance and the performance of individual directors, the company and management regularly (IFSA 7) The Board should establish and disclose in the annual report a policy to encourage nonexecutive directors to invest their own capital in the company or to acquire shares from an allocation of a portion of their fees (IFSA 8). The Board should disclose in the company's annual report its policies on and the quantum and components of remuneration for all directors and each of the 5 highest paid executives (IFSA 10).
All equity participation compensation plans must be approved by shareholders in a special resolution.
Option term maximum is 5 years
Share options must be "expensed" from middle of 2004 (pending legislation)

General Governance

Conduct of meetings - separate motions, form of proxy, adequate notification of meeting, all voting by poll, results of voting disclosed (IFSA 11)

BEST PRACTICE FOR INVESTMENT MANAGERS

Encourage direct contact with companies including constructive communication with both senior management and board members about performance, corporate governance and other matters affecting shareholders' interests. Vote on all material issues.
Written policy on exercising proxy votes and ensure consistently applied Report proxy votes cast to clients and a positive statement that the investment manager has complied with its obligation to exercise voting rights in the client's interest only.

Local Guidelines 28 July 2003

4

UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

C. LOCAL POLICY - SWITZERLAND / ZURICH

Swiss law does not allow for UBS Global Asset Management Switzerland to vote proxies. This function is managed by the securities operations group of UBS AG (Zurich). The Swiss Code of Obligations allows UBS AG the custodian, the right to vote in accordance with explicit instructions from its clients. In the case where UBS AG has no explicit instructions, the Swiss Code of Obligations, (Article #689), states that UBS AG must vote the proxy based upon general instructions. In the absence of general instructions, the bank must vote in line with the proposals presented by the board of directors.

Special procedure for UBS Fund Management (Switzerland) AG and the UBS Investment Foundation for Pension Funds:

The provisions of the Swiss Investment Fund Act and the self-regulatory provisions set out in the Code of Conduct of the Swiss Funds Association are applicable for UBS Fund Management (Switzerland) AG, a subsidiary of UBS AG. UBS Fund Management acts as the fund management company on behalf of all UBS and Private Label funds under Swiss law. The Swiss Investment Fund Act requires that the fund management company must be independent from the Custodian Bank. Furthermore, UBS Fund Management (Switzerland) AG, has to act in the sole interest of its investors. Therefore, the decisions of the fund management company concerning proxy voting rights for the assets in the UBS and Private Label funds must be made independently from those of the Custodian bank.

The UBS Investment Foundation for Pension Funds is governed by the Swiss Pension Fund Law. The Swiss Pension Fund Law requires, that Pension Funds and Investment Foundations for Pension Funds establish rules for proxy voting rights. These rules are defined by the board of the Investment Foundation. The rules set by the board of the UBS Investment Foundation for Pension Funds are as follows: In general, the UBS Investment Foundation shall vote in line with the proposals presented by the board of directors. However, the board of the UBS Investment Foundation may decide, that the UBS Investment Foundation votes not in line with the proposals presented by the board of directors. In any case, the UBS Investment Foundation is completely independent from UBS in this respect

Local Guidelines 28 July 2003

5

UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

D. LOCAL POLICY - JAPAN / TOKYO

Proxy Voting Policy

We recognize that voting rights have economic value and that the exercise of such voting rights is a fiduciary duty. UBS Global Asset Management (Japan) Ltd will evaluate issues that may have an impact on the economic value of an investment and will vote on those issues with a view toward maximizing the ultimate economic value of the investment during the time period in which we expect to hold the investment.

UBS Global Asset Management (Japan) Ltd executes voting rights in order to advance the general interests of clients and shall not execute such right in order to advance the interest of its own or third parties. The general interests of clients mean the interests from the standpoint purely of shareholder value, which is not aimed at acquiring managerial authority. The person in charge of making investment decisions is responsible for the judgement on the interests.

Where an investment in a company is on behalf of a client and where voting authority and responsibility is delegated to UBS Global Asset Management (Japan) Ltd in the client agreement, it is our intention usually to vote on all proxies we receive that are submitted for shareholder approval. But in cases where any costs are involved in proxy voting, we vote if we judge that the proxy voting after costs maximizes the ultimate economic value of the investment. Client voting instructions are on the Client Details Spreadsheet that is maintained by Client Management.

General Proxy Voting Guidelines

When our view of company's management is favorable, we generally support current management initiatives with exceptions as noted in the items below. When our view is that changes to the management structure would probably increase shareholder value, we may support management in a variety of proposals.

o If management's performance has been questionable, but we do not have constructive advice on voting alternatives, we may abstain.
o Where there is a clear conflict between management and shareholder interests, even in those cases where management has been doing a generally good job, we may elect to vote against management
o In general we oppose proposals which, in our view, act to entrench management In some instances, even though we strongly support management, there are some corporate governance issues, that in spite of management objections, we believe should be subject to shareholder approval.

Corporate Governance Consultants

UBS Global Asset Management (Japan) Ltd may use external consultants to advise on corporate governance issues. However it is not obliged to follow this advice and will at all times act in the best interests of clients as detailed in sections 8.1 and 8.2 above.

Local Guidelines 28 July 2003

6

[GRAPHIC OMITTED][GRAPHIC OMITTED]

UBS Global Asset Management

Local Voting and Corporate Governance Guidelines - Version 1.0

UBS Global Asset Management (Japan) Ltd has access to the external proxy voting service, "Institutional Shareholder Services" (ISS). This service provides details of meetings and advice on recommended voting. However the decision is always undertaken as detailed in sections 8.4 and 8.5 by the relevant Investment Teams and UBS Global Asset Management (Japan) Ltd undertakes its own voting. It does not use ISS to vote.

ISS is a web-based system and UBS Global Asset Management (Japan) Ltd is allocated a code for access.

Japanese Equity Proxy Voting Procedures

Operations records the date of receipt of proxy voting information on Ops Proxy Voting Spreadsheet.

Proxy information and analysis is also available from ISS. This data is retrieved at least weekly or as required. If this information does not match the Japanese Equity proxies that have been received from Operations, Investments sends an e-mail to Operations (Corporate Actions) requesting them to follow up with the custodian/company and request the necessary proxy voting information. The e-mail states the proxy name of the company security name, meeting date. By doing this there is a double check so that we are aware of all proxy voting issues (ISS and custodians/company).

Proxy voting will be applied to securities held in client accounts in accordance with the Client Details that are maintained by Client Management and are located on the S Drive for Client Management, Client Management, Investments and Operations to access. Where clients do not state that they wish to determine proxy voting the decision will be made by Investments in UBS Global Asset Management (Japan) Ltd.

On receipt of proxy information and cover sheet from Operations (copy of proxy voting), centralized voting decisions, for clients who have given UBS TB discretion to vote and where clients do not specify, are made by the person in charge of the model portfolio of Japanese Equities or his delegate. The proxy voting decision is filled in and the information sent to Operations together with the signed and dated cover sheet.

If "Client" was written on the Client Details spreadsheet, Operations gives the relevant Client Manager the original proxy voting information. The Client Manager votes in accordance with the client's standing instructions or contacts the client and obtains their instruction. If the Client Manager has to contact the client a file note prepared by the Client Manager must be kept on the client file. Client Manager must liaise with Investments if required i.e. when client wants to vote the same as UBS TB. The Client Manager will fill in the original proxy voting information and return it together with the signed and dated cover sheet to Operations.

Japanese Equity team and Client Management complete the Proxy Voting Spreadsheet based on what they have sent to Operations and this is the basis for client reporting. If there is a problematic issue regarding client's interest including all issues from the shareholder, Investments and Client Management will keep a record of the reason for the problematic issue and the reason for such vote on the spreadsheet.

Voting must be made immediately upon receipt of original proxy voting information (General Shareholders' Meeting) and returned as soon as possible to Operations (Corporate Actions) for dispatch.

Local Guidelines 28 July 2003

7

UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

Global Equities Proxy Voting Procedure

Operations records the date of receipt of proxy voting information on Ops Proxy Voting Spreadsheet.

Proxy information and analysis is also available from ISS. This data is retrieved at least weekly or as required. If this information does not match the Global Equities proxies that have been received from Operations, Investments sends an e-mail to Operations (Corporate Actions) requesting them to follow up with the custodian and request the necessary proxy voting information. The e-mail states the proxy name of the company security name, meeting date. By doing this there is a double check so that we are aware of all proxy voting issues (ISS and custodians).

Proxy voting will be applied to securities held in client accounts in accordance with the Client Details that are maintained by Client Management and are located on the S Drive for Client Management, Client Management, Investments and Operations to access. Where clients do not state that they wish to determine proxy voting the decision will be made by Investments in UBS Global Asset Management (Japan) Ltd.

On receipt of proxy information and cover sheet from Operations (copy of proxy voting), centralized voting decisions, for clients who have given UBS TB discretion to vote and where clients do not specify, are made by the person in charge of the model portfolio of Global Equities or his delegate. The proxy voting decision is filled in and the information sent to Operations together with the signed and dated cover sheet.

If "Client" was written on the Client Details spreadsheet, Operations gives the relevant Client Manager the original proxy voting information. The Client Manager votes in accordance with the client's standing instructions or contacts the client and obtains their instruction. If the Client Manager has to contact the client a file note prepared by the Client Manager must be kept on the client file. Client Manager must liaise with Investments if required i.e. when client wants to vote the same as UBS TB. The Client Manager will fill in the original proxy voting information and return it together with the signed and dated cover sheet to Operations.

Global Equities team and Client Management complete the Proxy Voting Spreadsheet based on what they have sent to Operations and this is the basis for client reporting. If there is a problematic issue regarding client's interest including all issues from the shareholder, Investments and Client Management will keep a record of the reason for the problematic issue and the reason for such vote on the spreadsheet.

Voting must be made immediately upon receipt of original proxy voting information (General Shareholders' Meeting) and returned as soon as possible to Operations (Corporate Actions) for dispatch.

Dividend Reinvestment Program Participation Policy

Regarding the participation in the dividend reinvestment program, unless otherwise instructed by the client (Client Details Spreadsheet), our policy is to receive dividend by cash to avoid situations where we may be receiving shares due to participation in the DRIP while we are reducing the weight of the stock in the portfolio or eliminating it completely. Refer to Operations Procedures Manual for communication between Investments and Operations.

Local Guidelines 28 July 2003

8

UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

Special Share Rights Offering

In the event that a company has declared a special share rights offering (shares or cash), Operations will forward this information to the appropriate portfolio manager. In principal for Global Equities ex Japan we will follow the recommendation from London. When there is no recommendation from London we will elect to receive cash.

Record and Client Reporting

Investments (Japanese and Global equities) and Client Management keeps a record of all voting instructions. Clients may request us to provide a report on proxy votes, cast or not cast on their behalf. This report would contain the following

o Client names on whose behalf we voted
o Security name
o Meeting date
o Resolutions which UBS Global Asset Management (Japan) Ltd voted "FOR", "AGAINST" or "ABSTAIN" with brief reasons for these positions
o Outcome of meeting if known.

Local Guidelines 28 July 2003

9

UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

E. LOCAL POLICY - CANADA / TORONTO

Local policies are in line with the Global Voting and Corporate Governance Policy.

Our authority to vote proxies is established by our advisory contracts (or comparable documents) and our proxy voting guidelines are tailored to reflect these specific contractual obligations.

Where UBS Global Asset Management (Canada) Co. is aware of a conflict of interest in voting a particular proxy as a result of an existing or prospective client or business relationship or otherwise, the Local Corporate Governance Committee ( "the Committee") will be notified of the conflict and the Committee will determine how such proxy should be voted. If the Committee decides to vote other than in accordance with this Policy, the Committee shall prepare and maintain a written rationale for its vote.

With respect to Pooled Funds Managed by UBS Global Asset Management (Canada) Co., where the Committee feels that a conflict of interest exists in voting proxies relating to the Pooled Funds, the Committee may abstain from such vote at its discretion.

Local Guidelines 28 July 2003

10

UBS Global Asset Management Local Voting and Corporate Governance Guidelines - Version 1.0

F. LOCAL POLICY - UNITED STATES / CHICAGO

Our Global Policies are our Local Policies except for the following:

General

UBS Global Asset Management in the United States has adopted and implemented policies and procedures, in accordance with SEC Rule 206(4)-6 under the Advisers Act of 1940, that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July 29, 1994). Further, with respect to our mutual fund accounts, our proxy voting policies and procedures accommodate the SEC disclosure requirements for proxy voting by registered investment companies.

For accounts subject to ERISA, we will exercise voting rights in accordance with client directions unless we believe it imprudent to do so. Should we determine it is imprudent to follow an ERISA client's direction, and the client confirms such direction after being notified of our opinion, we will exercise the voting right in the manner we deem prudent.

Proxy Voting Guidelines - Macro Rationales

1. We do not favor the forced reporting of political contributions.

Proxy Voting Conflict Guidelines

The U.S. Local Corporate Governance Committee will meet to discuss local corporate governance issues and to review proxies where we are aware of conflicts of interests including but not limited to those arising from:

Relationships with clients and potential clients Banking and investment banking divisions within UBS

Where UBS Global Asset Management is aware of a conflict of interest in voting a particular proxy, the appropriate Local Corporate Governance Committee will be notified of the conflict and the full Local Corporate Governance Committee will determine how such proxy should be voted. If such Committee decides to vote other than in accordance with this Policy, the Committee shall prepare and maintain a written rationale for its vote. (Note: For purposes of this policy, for an entity to be considered a prospective client, there must be a reasonable likelihood it will engage us to manage assets within a reasonable period of time.)

Local Guidelines 28 July 2003

11

  UBS Global Asset Management Global
Corporate Governance Philosophy Voting
        Guidelines And Policy

Version 1.0

28 July 2003

Global Voting and Corporate Governance Guidelines and Policy - Version 1.0

Table of Contents

Global Voting and Corporate Governance Policy A. General Corporate Governance Benchmarks B. Proxy Voting Guidelines - Macro Rationales C. Proxy Voting Disclosure Guidelines D. Proxy Voting Conflict Guidelines

i 28 July 2003
GLOBAL VOTING AND CORPORATE GOVERNANCE POLICY

Our philosophy, guidelines and policy are based on our active investment style and structure whereby we have detailed knowledge of the investments we make on behalf of our clients and therefore are in a position to judge what is in the best interests of our clients as shareholders. We believe voting rights have economic value and must be treated accordingly. Proxy votes that impact the economic value of client investments involve the exercise of fiduciary responsibility. Good corporate governance should, in the long term, lead toward both better corporate performance and improved shareholder value. Thus, we expect board members of companies we have invested in (the "company" or "companies") to act in the service of the shareholders, view themselves as stewards of the financial assets of the company, exercise good judgment and


practice diligent oversight with the management of the company. Underlying our voting and corporate governance policies we have three fundamental objectives:

1 We seek to act in the best financial interests of our clients to protect and enhance the long-term value of their investments.
2 In order to do this effectively, we aim to utilize the full weight of our clients'shareholdings in making our views felt.
3 As investors, we have a strong commercial interest in ensuring that the companies in which we invest are successful. We actively pursue this interest by promoting best practice in the boardroom.

To achieve these objectives, we have implemented this Policy, which we believe is reasonably designed to guide our exercise of voting rights and the taking of other appropriate actions, within our ability, and to support and encourage sound corporate governance practice. This Policy is being implemented globally to harmonize our philosophies across UBS Global Asset Management offices worldwide and thereby maximize our ability to influence the companies we invest in. However, this Policy is also supplemented by the UBS Global Asset Management Local Proxy and Corporate Governance Guidelines to permit individual regions or countries within UBS Global Asset Management the flexibility to vote or take other actions consistent with their local laws or standards where necessary.

A. GENERAL CORPORATE GOVERNANCE BENCHMARKS

UBS Global Asset Management will evaluate issues that may have an impact on the economic value of client investments during the time period it expects to hold the investment. While there is no absolute set of rules that determine appropriate governance under all circumstances and no set of rules will guarantee ethical behavior, there are certain benchmarks, which, if substantial progress is made toward, give evidence of good corporate governance. Therefore, we will generally exercise voting rights on behalf of clients in accordance with this policy.

Principle 1: Independence of Board from Company Management

Guidelines:

o Board exercises judgment independently of management.
o Separate Chairman and Chief Executive.
o Board has access to senior management members.
o Board is comprised of a significant number of independent outsiders.
o Outside directors meet independently.
o CEO performance standards are in place.
o CEO performance is reviewed annually by the full board.
o CEO succession plan is in place.
o Board involvement in ratifying major strategic initiatives.
o Compensation, audit and nominating committees are led by a majority of outside directors.

Principle 2: Quality of Board Membership


Guidelines:

o Board determines necessary board member skills, knowledge and experience.
o Board conducts the screening and selection process for new directors.
o Directors whose present job responsibilities change are reviewed as to the appropriateness of continued directorship.
o Directors are reviewed every 3-5 years to determine appropriateness of continued directorship.
o Board meets regularly (at least four times annually).

Principle 3: Appropriate Management of Change in Control

Guidelines:

o Protocols should ensure that all bid approaches and material proposals by management are brought forward for board consideration.
o Any contracts or structures which impose financial constraints on changes in control should require prior shareholder approval.
o Employment contracts should not entrench management.
o Management should not receive substantial rewards when employment contracts are terminated for performance reasons.

Principle 4: Remuneration Policies are Aligned with Shareholder Interests

Guidelines:

o Executive remuneration should be commensurate with responsibilities and performance.
o Incentive schemes should align management with shareholder objectives.
o Employment policies should encourage significant shareholding by management and board members.
o Incentive rewards should be proportionate to the successful achievement of pre-determined financial targets.
o Long-term incentives should be linked to transparent long-term performance criteria.
o Dilution of shareholders' interests by share issuance arising from egregious employee share schemes and management incentives should be limited by shareholder resolution.

Principle 5: Auditors are Independent

Guidelines:

o Auditors are approved by shareholders at the annual meeting.
o Audit, consulting and other fees to the auditor are explicitly disclosed.
o The Audit Committee should affirm the integrity of the audit has not been compromised by other services provided by the auditor firm.
o Periodic (every 5 years) tender of the audit firm or audit partner.

B. PROXY VOTING GUIDELINES - MACRO RATIONALES


Macro Rationales are used to explain why we vote on each proxy issue. The Macro Rationales reflect our guidelines enabling voting consistency between offices yet allowing for flexibility so the local office can reflect specific knowledge of the company as it relates to a proposal.

1. GENERAL GUIDELINES

o a. When our view of the issuer's management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposals.
o b. If management's performance has been questionable we may abstain or vote against specific proxy proposals.
o c. Where there is a clear conflict between management and shareholder interests, even in those cases where management has been doing a good job, we may elect to vote against management.
o d. In general, we oppose proposals, which in our view, act to entrench management.
o e. In some instances, even though we strongly support management, there are some corporate governance issues that, in spite of management objections, we believe should be subject to shareholder approval.
o f. We will vote in favor of shareholder resolutions for confidential voting.

2. BOARD OF DIRECTORS & AUDITORS

o a. Unless our objection to management's recommendation is strenuous, if we

believe auditors to be competent and professional,  we support continuity in the
appointed auditing firm subject to regular review.
o    b. We generally  vote for proposals  that seek to fix the size of the board
and/or  require  shareholder  approval  to alter  the size of the board and that

allow shareholders to remove directors with or without cause.
o c. We generally vote for proposals that permit shareholders to act by written consent and/or give the right to shareholders to call a special meeting.
o d. We generally oppose proposals to limit or restrict shareholder ability to call special meetings.
o e. We will vote for separation of Chairman and CEO if we believe it will lead to better company management, otherwise, we will support an outside lead director board structure.

3. COMPENSATION

o a. We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious.


o b. Senior management compensation should be set by independent directors according to industry standards, taking advice from benefits consultants where appropriate.
o c. All senior management and board compensation should be disclosed within annual financial statements, including the value of fringe benefits, company pension contributions, deferred compensation and any company loans.
o a. We may vote against a compensation or incentive program if it is not adequately tied to a company's fundamental financial performance, is vague, is not in line with market practices, allows for option re-pricing, does not have adequate performance hurdles or is highly dilutive.
o b. Where company and management's performance has been poor, we may object to the issuance of additional shares for option purposes such that management is rewarded for poor performance or further entrenches its position.
o c. Given the increased level of responsibility and oversight required of directors, it is reasonable to expect that compensation should increase commensurably. We consider that there should be an appropriate balance between fixed and variable elements of compensation and between short and long term incentives.

1 GOVERNANCE PROVISIONS

o 5. CAPITAL STRUCTURE AND CORPORATE RESTRUCTURING
o a. It is difficult to direct where a company should incorporate, however, in instances where a move is motivated solely to entrench management or restrict effective corporate governance, we will vote accordingly.
o b. In general we will oppose management initiatives to create dual classes of stock, which serves to insulate company management from shareholder opinion and action. We support shareholder proposals to eliminate dual class schemes.
o 6. MERGERS, TENDER OFFERS & PROXY CONTESTS
o a. Based on our analysis and research we will support proposals that increase shareholder value and vote against proposals that do not.
o 7. SOCIAL, ENVIRONMENTAL, POLITICAL & CULTURAL
o a. Depending on the situation, we do not typically vote to prohibit a company from doing business anywhere in the world.
o b. There are occasional issues, we support, that encourage management to make changes or adopt more constructive policies with respect to social, environmental, political and other special interest issues, but in many cases we believe that the shareholder proposal may be too binding or restrict management's ability to find an optimal solution. While we wish to remain sensitive to these issues, we believe there are better ways to resolve them than through a proxy proposal. We prefer to address these issues through engagement.
o c. Unless directed by clients to vote in favor of social, environmental, political and other special interest proposals, we are generally opposed to special interest proposals that involve an economic cost to the company or that restrict the freedom of management to operate in the best interest of the company and its shareholders.
o 8. ADMINISTRATIVE & OPERATIONS
o a. Occasionally, stockholder proposals, such as asking for reports and donations to the poor, are presented in a way that appear to be honest attempts


at bringing up a worthwhile issue. Nevertheless, judgment must be exercised with care, as we do not expect our shareholder companies to be charitable institutions.
o b. We are sympathetic to shareholders who are long-term holders of a company's stock, who desire to make concise statements about the long-term operations of the company in the proxy statement. However, because regulatory agencies do not require such actions, we may abstain unless we believe there are compelling reasons to vote for or against.

o 9. MISCELLANEOUS
o a. Where a client has given specific direction as to how to exercise voting rights on its behalf, we will vote in accordance with a client's direction.
o b. Where we have determined that the voting of a particular proxy is of limited benefit to clients or where the costs of voting a proxy outweigh the benefit to clients, we may abstain or choose not to vote. Among others, such costs may include the cost of translating a proxy, a requirement to vote in person at a shareholders meeting or if the process of voting restricts our ability to sell for a period of time (an opportunity cost).
o c. For holdings managed pursuant to quantitative, index or index-like strategies, we may delegate the authority to exercise voting rights for such strategies to an independent proxy voting and research service with the direction that the votes be exercised in accordance with this Policy.

a. We believe that votes at company meetings should be determined on the basis of one share one vote. We will vote against cumulative voting proposals.

b. We believe that "poison pill" proposals, which dilute an issuer's stock when triggered by particular events such as take over bids or buy-outs should be voted on by the shareholders and will support attempts to bring them before the shareholders.

c. Any substantial new share issuance should require prior shareholder approval.

d. We believe proposals that authorize the issuance of new stock without defined terms or conditions and are intended to thwart a take-over or restrict effective control by shareholders should be discouraged.

e. We will support directives to increase the independence of the board of directors when we believe that the measures will improve shareholder value.

f. We generally do not oppose management's recommendation to implement a staggered board and generally support the regular re-election of directors on a rotational basis as it may provide some continuity of oversight.

C. PROXY VOTING DISCLOSURE GUIDELINES

Upon request or as required by law or regulation, UBS Global Asset Management will disclose to a client or a client's fiduciaries, the manner in which we exercised voting rights on behalf of the client.
Upon request, we will inform a client of our intended vote. Note, however, in some cases, because of the controversial nature of a particular proxy, our intended vote may not be available until just prior to the deadline. If the request involves a conflict due to the client's relationship with the company that has issued the proxy, the Legal and Compliance Department should be contacted immediately. (See Proxy Voting Conflict Guidelines below).


Other than as described herein, we will not disclose our voting intentions or make public statements to any third party (except electronically to our proxy vote processor or regulatory agencies) including but not limited to proxy solicitors, non-clients, the media, or other UBS divisions, but we may inform such parties of the provisions of our Policy. We may communicate with other shareholders regarding a specific proposal but will not disclose our voting intentions or agree to vote in concert with another shareholder without approval from the Global Chief Investment Officer and regional Legal & Compliance representative.
Any employee, officer or director of UBS Global Asset Management receiving an inquiry directly from a company will notify the appropriate industry analyst and persons responsible for voting the company's proxies.
Proxy solicitors and company agents will not be provided with either our votes or the number of shares we own in a particular company.
In response to a proxy solicitor or company agent, we will acknowledge receipt of the proxy materials, inform them of our intent to vote or that we have voted, but not the result of the vote itself.
We may inform the company (not their agent) where we have decided to vote against any material resolution at their company.
The Local and Global Chief Investment Officer must approve exceptions to this disclosure policy.

Nothing in this policy should be interpreted as to prevent dialogue with the company and its advisers by the industry analyst, proxy voting delegate or other appropriate senior investment personnel when a company approaches us to discuss governance issues or resolutions they wish to include in their proxy statement.

D. PROXY VOTING CONFLICT GUIDELINES

In addition to the Proxy Voting Disclosure Guidelines above, UBS Global Asset Management has implemented the following guidelines to address conflicts of interests that arise in connection with our exercise of voting rights on behalf of clients:

Under no circumstances will general business, sales or marketing issues influence our proxy votes.
UBS Global Asset Management and its affiliates engaged in banking, broker-dealer and investment banking activities ("Affiliates") have policies in place prohibiting the sharing of certain sensitive information. These policies prohibit our personnel from disclosing information regarding our voting intentions to any Affiliate. Any of our personnel involved in the proxy voting process who are contacted by an Affiliate regarding the manner in which we intend to vote on a specific issue, must terminate the contact and notify the Legal & Compliance Department immediately. [Note: Legal & Compliance personnel may have contact with their counterparts working for an Affiliate on matters involving information barriers.]


March 2006

U.S. Trust

Proxy Voting Policies

Overview

U.S. Trust often has authority to vote proxies for shareholders with accounts managed by the firm. As an investment adviser or as a trustee, U.S. Trust has a fiduciary duty to act solely in the interest of its clients (see below) when exercising this authority. At U.S. Trust, we recognize that in those cases where we have voting authority, we must vote client securities in a timely manner and make voting decisions that are in the interest of our clients (or, in the case of ERISA accounts, in the interest of the plan's participants and their beneficiaries.)

To fulfill this responsibility, U.S. Trust has established a Proxy Committee. The Proxy Committee is responsible for establishing and implementing proxy voting policies and procedures and for monitoring those policies and procedures. Appendix A and Appendix B set forth the Proxy Committee's current policies with respect to how U.S. Trust will vote with regard to specified matters that may arise from time to time. These voting policies are based entirely upon considerations of investment value and the financial interests of our clients (or, in the case of ERISA accounts, in the interest of the plan's participants and their beneficiaries.) .

From time to time, U.S. Trust may experience potential conflicts of interest when voting a proxy for an issuer with whom U.S. Trust may have a relationship that could conceivably affect the manner in which we vote the issuer's proxy. The Proxy Committee has developed conflicts procedures governing these situations, which are set for in detail in Appendix C.

The Proxy Voting Committee is responsible for establishing policies and procedures to govern the voting of proxies in all accounts for which U.S. Trust Company N. A. and/or United States Trust Company of New York serve as investment adviser or trustee and for which we have voting authority, with the exception of certain of the ERISA accounts for which the Special Fiduciary Services Division of U.S. Trust Company N.A. ("SFS") acts as a plan fiduciary under ERISA. As discussed further in Appendix D, the SFS client accounts commonly hold large concentrations of employer securities. Due to the special nature of these accounts, and as a result of ERISA requirements , SFS is generally responsible for voting all proxies for which it serves as an ERISA plan fiduciary.

The Proxy Committee has also developed procedures implementing the Committee's policies and governing the proxy voting process. These procedures are set forth in Appendix E. As described in Appendix E, the Proxy Committee has engaged Institutional Shareholder Services, Inc., ("ISS") a nationally recognized provider of proxy voting services, to assist in voting proxies for accounts over which U.S. Trust has custody of client assets. ISS also provides the Committee with recommendations regarding particular proxy matters.


The current members of the Proxy Committee are:

John Gregg, Chairman & Secretary Scott Benesch John Clymer Carmen S. Diaz Margaret Marajh Jeff Osmun Matthew Warner

Advisory (i.e. non-voting) members of the committee are:

Nicola Knight, Counsel Nancy Wood, Counsel Lisa Levine, Compliance

Statement of Proxy Voting Guidelines

The Proxy Committee has established the following voting guidelines. In all cases, these guidelines are subject to the firm's conflicts procedures. Thus, in the event that a conflict is identified, the procedures set in Appendix C, rather than these guidelines, will apply:

1. With respect to those routine matters set forth in Appendix A, U.S. Trust will vote in accordance with the views and recommendations of a corporation's management.
2. With respect to the matters identified in Appendix B, U.S. Trust will vote in accordance with the guidelines set forth in Appendix B.
3. With respect to any matter that is not identified in either Appendix A or B, the Proxy Committee will consider such matter on a case-by-case basis and vote in a manner consistent with its fiduciary obligations and the interests of its clients.
4. The Proxy Committee may override the guidelines set forth in Appendix A and Appendix B if it determines that a vote contrary to these guidelines is appropriate from the standpoint of the interests of its clients (or, in the case of ERISA accounts, in the interest of the plan's participants and their beneficiaries.) and is consistent with its fiduciary responsibilities under applicable law, including ERISA. Any decision to deviate from these guidelines must be documented by the Proxy Committee and maintained with the records of the Committee. In compelling circumstances, the Proxy Committee may determine to "split" its vote on a particular matter for different investment advisory clients for which it is exercising its authority to vote proxies. Any decision to "split" votes must be appropriate from the standpoint of the interests of each of its clients and must be consistent with its fiduciary responsibilities. Any decision to split votes must be documented by the Proxy Committee and maintained with the records of the Committee.


Appendix A - Routine Issues

The Proxy Committee has determined that the following items are considered routine and will generally be voted in a manner consistent with the recommendations of management of the issuer:

1. Ratification of Auditors
2. Corporate housekeeping matters - including: Proposals relating to the conduct of the annual meeting, name changes, non-substantive or corrective changes to charter or by-laws (including increasing or decreasing the number of directors), proposals as to the creation of corporate governance, nominating or other committees and proposals concerning the composition of such committees, and proposals relating to whether one individual may act as both Chairman and CEO or otherwise hold simultaneous officer and director positions.
3. Routine capitalization matters- including: Matters relating to adjusting authorized common or preferred stock in connection with stock splits, reverse splits or other business matters not related to anti-takeover measures, issuance of shares in connection with an acquisition, increase in capital stock for shareholder rights plan.
4. Composition of the Board- including: Election of directors, removal of directors for cause, establishing term limits for directors, requiring two candidates for each board seat; except that proposals relating to whether a majority of the Board must be independent are not considered routine.
5. General corporate matters- including: Formation of a holding company, reincorporation into a different state, issuance of special reports (including reports on employment and recruiting practices in relation to the gender, race or other characteristics) and reports on charitable/political contributions and activities, adoption, renewal or amendment of shareholder rights plan, establishing or amending employee savings, employee stock ownership plans or investment plans.

Appendix B - Non-Routine Issues

The Proxy Committee has adopted the following guidelines with respect to the following non-routine issues.

1 - Proposals Regarding Director Elections

i. Cumulative voting for the election of directors - Cumulative voting permits a shareholder to amass (cumulate) all his/her votes for directors and apportion these votes among one, or a few, or all directors on a multi-candidate slate. We believe that cumulative voting favors special interest candidates who may not represent the interests of all


shareholders. We will typically vote against proposals for cumulative voting and for proposals to eliminate cumulative voting.

ii. Classified Boards - We believe that electing directors is one of the most basic rights that an investor can exercise in stock ownership. We believe that a nonclassified Board (requiring re-election of all directors annually) increases the accountability of the Board to shareholders. We will typically vote against proposals seeking classification of a Board and for proposals seeking declassification.

iii. Term limits for independent directors - We believe that term limits can result in arbitrarily discarding knowledgeable, experienced directors. We believe that qualified and diligent directors should be allowed to continue to serve the interests of a company's shareholders and that term limits do not serve shareholder's interests. We will typically vote against such proposals.

iv. Proposals concerning whether a majority of the board must be independent -We believe that it is beneficial for a majority of the board of directors of a company to be comprised of independent directors. As such, we will typically vote for such proposals.

v. Proposals requiring a majority vote for election of directors - Such proposals go beyond what is typically required under state law, which normally provides for election of directors by a plurality vote. We believe such proposals may frustrate the will of the shareholders who have expressed a preference for a director. We will typically vote against such proposals.

2 - Other Director-Related Proposals

(i) Proposals limiting liability or providing indemnification of directors
- We believe that in order to attract qualified, effective and experienced persons to serve as directors, it is appropriate for a company to offer appropriate and competitive protection to directors from exposure to unreasonable personal liability potentially arising from serving as a director. We will typically vote for such proposals.
(ii) Proposals regarding director share ownership - Like employee stock ownership, director stock ownership aligns the interests of directors and shareholders. Whether through outright purchase (with the director's cash compensation) or through option grants, we believe director share ownership is in the interests of shareholders. We will typically vote for such proposals.

3 - Anti-Takeover proposals and Shareholder rights


(i) Shareholder rights plans and poison pills - Poison pills are used as a defense against takeover offers that are not welcomed by incumbent management. Such plans typically allow shareholders (other then the shareholder making the takeover offer) to purchase stock at significantly discounted prices. Such a plan may serve to entrench management and directors and may effectively prevent any take-ever, even at a substantial premium to shareholders. We will typically vote against poison pill plans and against proposals to eliminate a requirement that poison pill plans be submitted to shareholders for approval.

(ii) Golden Parachute arrangements - We believe that executive severance arrangements that are triggered by a change in control (known as "golden parachutes") should be submitted for shareholder approval and will therefore vote for such a requirement. We will typically vote against such arrangements if they result in a payment of more than 3 times an executive's annual salary and bonus.

(iii) Other anti-takeover provisions - We will typically vote against other anti-takeover provisions, such as blank check preferred stock, greenmail provisions, shark repellants and increases in authorized shares for anti-takeover purposes and will typically vote for proposals such as fair price amendments.

(iv) Limitations on shareholder rights - We will typically vote against proposals which limit shareholders' corporate rights, including, the right to act by written consent, the right to remove directors, to amend by-laws, to call special meetings, or nominate directors.

(v) Proposals regarding supermajority vote requirement - We support shareholders' ability to approve or reject matters based on a simple majority. We will typically vote against proposals to institute a supermajority vote requirement.

(vi) Proposals Regarding Confidential Voting - Confidential voting allows shareholders to vote anonymously and we believe helps large institutional shareholders avoid undue influence that may be exerted by special interest groups. Prohibiting confidential voting may discourage some shareholders from exercising their voting rights, which we believe is not in the best interests of a company's shareholders. We will typically vote for the adoption of confidential voting proposals and against proposals to prohibit confidential voting.

(vii) Discretionary voting of unmarked proxies - Such proposals often provide management with the discretion to vote unmarked proxies as management determines. Except for the discretion to vote unmarked proxies with respect to a proposal to adjourn a meeting and to set a new meeting date, we believe it is not proper to provide management with the discretion to vote unmarked proxies. We will typically vote against such proposals.

4 - Management compensation proposals


(i) Proposals to establish or amend various forms of incentive compensation plans and retirement or severance benefits for directors or key employees - We support effective and carefully administered incentive compensation plans, including stock options and other stock purchase rights to be awarded to key employees. These awards act as incentives for such key employees to improve the overall financial performance of the corporation. These awards should be reasonable, given corporate circumstances, and developed at the discretion of the board of directors' compensation committee or other special committee charged with evaluating such plans. We also support appropriate severance benefits for directors and employees and recognize that they are necessary to attract and retain experienced and qualified individuals. We will typically vote for such proposals.

(ii) Proposals for establishing or amending Executive Incentive Bonus Plans
- We believe that executive incentive bonus plans are an integral part of management compensation structures. We believe proposals for establishing and amending executive incentive bonus plans are worthwhile. We will typically vote for such proposals.

(iii) Proposals to limit the discretion of management to determine the compensation of directors and officers - We believe that proposals that limit the discretion of management to determine compensation of directors and officers of a company are inappropriate. We believe management is best situated to determine what the market requires in order to attract able and qualified persons to act as directors and officers. We will typically vote against such proposals.

5 - Non-Routine General Corporate Matters

(i) Proposals relating to asset sales, mergers, acquisitions, reorganizations & restructurings - These proposals are typically brought by management for underlying business reasons. We believe that management best understands the corporation's business and is best situated to take appropriate courses of action. Thus, we will typically vote for such proposals.

(ii) Proposals for extinguishing shareholder preemptive rights - Preemptive rights permit shareholders to share proportionately in any new issue of stock of the same class. For companies having large, actively-traded equity capitalizations, individual shareholder's proportionate ownership may easily be obtained by market purchases. We believe that greater financing flexibility and reduced expenses afforded by not having preemptive rights are more beneficial to shareholders than the ability to maintain proportionate ownership through preemptive rights. We will typically vote for proposals to extinguish such rights and against proposals to create such rights.

(iii) Proposals requiring consideration of comparative fee information by independent auditors - The cost of an audit is determined mainly by the specific characteristics of each corporation, which may not be comparable


even for companies within the same industry. Thus, the comparison of one auditor's fees with those of another auditor for a different corporation is not meaningful. We further believe that the cost of the audit should not be the overriding factor in the selection of auditors. As such, we will typically vote against such proposals.

(iv) Proposals mandating diversity in hiring practices or board composition
- We believe that management is best able to make hiring and firing decisions and should make those decisions, consistent with the requirements of applicable law, based on the best available talent for the position in question. We believe that federal and state anti-discrimination laws should control to prevent discriminatory practices and that the vast majority of corporations make concerted efforts to comply with federal and state laws that prohibit employment discrimination. We will typically vote against such proposals.

(v) Proposals prohibiting dealings with certain countries - the decision to prohibit business dealings with any country is a policy issue that we believe is best reserved to the U.S. government. If the U.S. government has not prohibited trade or business dealing with companies in a particular foreign country, then we believe it is up to management to determine whether it would be appropriate for a company to do business in that country. We will typically vote against such proposals.

(vi) Proposals to limit the number of other public corporation boards on which the CEO serves - We believe that service on multiple boards may enhance the CEO's performance by broadening his or her experience and facilitating the development of a strong peer network. We feel that management and the board are best suited to determine the impact of multiple board memberships on the performance of the CEO. We will typically vote against such proposals.

(vii) Proposals to limit consulting fees to an amount less than audit fees
- We believe that access to the consulting services of professionals is a valuable resource of increasing importance in the modern world that should be at the disposal of management. We believe that restricting management's access to such resources is not in the interests of the corporation's shareholders. We will typically vote against such proposals.

(viii) Proposals to require the expensing of stock options - Current accounting standards permit, but do not require, the expensing of stock options. We believe that the expensing of stock options is beneficial in reviewing the financial condition of an issuer. We will typically vote for such proposals.

(ix) Proposals restricting business conduct for social and political reasons - We do not believe that social and political restrictions should be placed on a company's business operations, unless determined to be appropriate by management. While, from an investment perspective, we may consider how a company's social and political practices may affect present and prospective valuations and returns, we believe that proposals that prohibit companies from lines of business for social or political reasons are often motivated by narrow interest groups and are not in the best


interest of the broad base of shareholders of a company. We believe that management is in the best position to determine these fundamental business questions. We will typically vote against such proposals.

(x) Proposals requiring companies' divestiture from various businesses - Proposals to require companies to divest from certain businesses, like tobacco, or from businesses that do not follow certain labor practices, are often motivated by narrow special interests groups. We believe that management is best suited to determine a company's business strategy and to consider the interests of all shareholders with respect to such matters. We will typically vote against such proposals.

6 - Other Shareholder proposals - Other shareholder proposals may arise from time to time that have not been previously considered by management. These proposals often have a narrow parochial focus. We will typically with management with regard to such proposals.

Appendix C- Conflicts Procedures

From time to time, U.S. Trust may encounter potential conflicts of interest when voting a proxy for an issuer with whom U.S. Trust or a member of senior management may have a relationship that might affect the manner in which U.S. Trust votes the issuer's proxy. The Proxy Committee has developed the following conflicts procedures governing these situations. In such situations, as described below, the conflict may be addressed by (i) relinquishing to the account principal the voting of the proxy, (ii) voting the proxies in accordance with the firm's pre-existing voting policies as set forth in Appendices A and B, or (iii) voting the proxies in accordance with the recommendations of an independent third party, such as ISS. With respect to (iii) above, the Proxy Committee will periodically obtain representations and assurances from ISS (or any other agent selected by the Committee for purposes of this Conflicts Procedure) that the agent is not itself conflicted from making such a recommendation. If the Proxy Committee determines that ISS (or such other agent) also has a conflict, it shall secure the services of another independent rd party proxy evaluation firm and vote the shares in accordance with the recommendations of that firm.

Conflicts Related to Voting of Shares of Affiliated Funds

U.S. Trust may have voting authority for shares held by its clients in mutual funds managed by U.S. Trust or its affiliates. In these circumstances, U.S Trust may have a conflict of interest in voting these shares on behalf of its clients, particularly in matters relating to advisory or other fees or mergers and acquisitions. In all cases, it is U.S. Trust's policy to instruct ISS to vote these shares in accordance with its own recommendations or the recommendations of another independent 3rd party proxy evaluation firm.


Conflicts Associated with Voting of Shares Issued by Affiliated Companies U.S. Trust is affiliated with Charles Schwab & Co. ("Schwab"), which is a publicly registered company. U.S. Trust may have voting authority for shares held by its clients in Schwab. U.S Trust may have a conflict of interest in voting these shares on behalf of its clients as a result of this affiliation. In all cases, it is U.S. Trust's policy to relinquish to the account principal the voting proxy for Schwab securities. If there is no such account principal, then it's U.S. Trust's policy to abstain from voting on these matters.

General Conflicts

Other conflicts may arise for a number of reasons, including relationships that may exist between an issuer and U.S. Trust and/or members of its senior management or investment professionals. The Proxy Committee will delegate to one of its members the duty periodically to inform portfolio managers, senior business managers and other members of senior management that it is their collective responsibility to bring to the Committee's attention matters that may create a conflict of interest for the Firm when voting proxies for issuers. Before an investment professional opines on any ballot issue, he/she must confirm that they do not have a potential conflict of interest with regard to the particular issuer. Potential conflicts of interest may include a relationship that may exist with the issuer or a relationship that may exist with the issuer through a client or other individual or entity. In addressing potential General Conflicts of Interest, the following definitions and policies apply:

US Trust Senior Office: a Director or a member of the management committee of a US Trust Entity or of The Charles Schwab Corporation.

US Trust Entity: U.S. Trust Corporation, United States Trust Company, National Association, UST Advisors, Inc and U.S. Trust Company of Delaware.

An Institutional Client of a US Trust Entity: An institutional account of a publicly-traded company for which a US Trust Entity provides investment management services or serves as custodian or trustee of corporate funds or employee benefit plans, accounts of governmental entities, public endowments and foundations.

Potential General Conflicts of Interest - A potential general conflict of interest exists where UST has discretion to vote a proxy for an issuer and:

1. A US Trust Senior Officer serves as an officer or director of that issuer.

2. A member of the Proxy Committee serves as an officer or director of that issuer.

3. The Proxy Committee is advised or becomes aware of a potential conflict presented by a significant business relationship (i.e., managed accounts, private banking services) with the issuer or with an individual who may be a


director or senior officer of the issuer.

When a General Conflict of Interest is identified, it will be resolved by instructing ISS to vote the proxy for such issuer in accordance with its own recommendations, or with the recommendations of another independent 3rd party proxy evaluation firm. Potential Conflicts of Interest will be identified periodically by a member of the Proxy Committee designated by the Committee Chair. Potential Conflicts of Interest will be reviewed periodically by the Proxy Committee. For information regarding outside activities of U.S. Trust employees, the Proxy Committee should contact the Compliance Department for relevant Business Code of Ethics disclosures. For information regarding outside activities of Directors of U.S. Trust and Schwab, the Proxy Committee should review disclosures available on public websites aboutschwab.com and ustrust.com.

Appendix D- Policies with Respect to Accounts for which the Special Fiduciary Services Division of U.S. Trust Company N.A. Serves as ERISA Plan Fiduciary

SFS acts as an ERISA plan fiduciary for certain employee benefit accounts, including accounts managed by U.S. Trust. SFS client accounts commonly hold large concentrations of employer securities. Due to the special nature of these accounts, and as a result of ERISA requirements , SFS is generally responsible for voting all proxies for plans in which it serves as an ERISA plan fiduciary.

In its capacity as a plan fiduciary, SFS often is delegated authority to vote, or instruct the plan's trustee on how to vote proxies on behalf of the plan. In discharging its duties, SFS is subject to fiduciary responsibilities and procedural requirements imposed by ERISA. U.S. Trust has determined that it is appropriate that SFS exercise its own discretion in voting proxies for these accounts. In implementing this policy, the Proxy Committee has adopted the following procedures:

1. Each quarter, the Chairman of the SFS will provide the Proxy Committee with a list of all clients for which SFS has proxy-voting discretion.

o SFS will make an independent determination, as detailed on the SFS proxy recommendation, on how to vote with respect to those accounts for which SFS exercises discretion given its fiduciary responsibilities and the interests of the Plan's participants and beneficiaries and taking into account U.S. Trust's proxy voting guidelines. SFS may split its vote with respect to a particular proposal in instances where SFS receives direction from participants, an investment manager or other named fiduciary. The minutes of the meeting of the Special Fiduciary Committee shall reflect the proxy recommendation which will incorporate the supporting analysis by the SFS financial analyst (or relationship manager) and will include the rationale for the decision reached.


2. SFS will advise the Proxy Committee as to the determination reached by SFS on each proxy voting matter and the rationale for its decision with the Proxy Committee. The Proxy Committee will implement the voting instructions on behalf of SFS accounts for which U.S. Trust has custody. If SFS determines to vote in a manner which is inconsistent with these guidelines, or if a split vote results, then the reasons for such decisions shall be documented and recorded in the minutes of the meetings of the Special Fiduciary Committee.

Appendix E - Proxy Voting Procedures

U.S. Trust's proxy voting policies and procedures are developed, implemented and monitored by the Proxy Committee. The Proxy Committee meets at least quarterly, and more often when appropriate. The Chairman of the Committee is responsible for convening meetings of the Committee. The attendance in person or telephonically of at least three members of the Committee is necessary to establish a quorum. A vote of a majority of the members present is necessary for the Committee to take any action. Advance notice is not required in order to call a meeting of the Committee. Special meetings of the Committee will be held as necessary in accordance with these procedures.

At each quarterly meeting, the Proxy Committee will review all votes cast during the previous quarter. The Committee will also review any conflict situations during the previous quarter and will monitor adherence to the voting guidelines, industry trends and regulatory developments. At least annually, the Proxy Committee shall review the voting guidelines set forth in Appendices A and B and the conflicts procedures set forth in Appendix C. The remaining agenda for the Committee will be established by the Chairman.

The Proxy Committee will periodically remind U.S. Trust's analysts and investment professionals that it is their responsibility to advise the Proxy Committee of significant proxy issues which may impact the value of investment held in the firm's accounts. Analysts and investment professionals may suggest voting recommendations to the Proxy Committee based upon their in-depth knowledge of the issuer and the issues involved.

Accounts where U.S. Trust has voting authority and custody of assets

U.S. Trust has engaged ISS (proxy voting vendor) to assist it with proxy voting. Where U.S. Trust has voting authority and custody of assets, ISS will vote on routine matters on behalf of U.S. Trust in accordance with the guidelines stipulated in Appendix A. For all other proxy voting matters, U.S. Trust will vote in accordance with the guidelines stipulated in Appendix B utilizing ISS's internet based voting application.

Accounts where U.S. Trust has voting authority but does not have custody of assets


Same procedure as "Accounts where U.S. Trust has voting authority and custody of assets".

Excelsior Mutual Funds

The Excelsior Funds proxies re voted in accordance with the guidelines stipulated in Appendix A and Appendix B and pursuant to the procedures described above. The Excelsior Funds have contracted ISS to assist them in making its proxy voting record available on the Fund's website in accordance with regulatory requirements. Fiduciary Accounts

U.S. Trust will vote proxies in accordance with its stated policies and procedures where it acts as sole fiduciary. U.S. Trust will vote proxies in accordance with its stated policies and procedures where it acts as co-fiduciary unless trust circumstances warrant otherwise.


                       Wellington Management Company, llp
                      Global Proxy Policies and Procedures

-------------  -----------------------------------------------------------------
Introduction   Wellington Management Company, llp ("Wellington  Management") has
               adopted and implemented  policies and procedures that it believes
               are  reasonably  designed to ensure that proxies are voted in the
               best economic interests of its clients around the world.

               Wellington Management's Global Proxy Voting Guidelines,  included
               as pages 6-12 of these Global Proxy Policies and Procedures,  set
               forth the guidelines  that  Wellington  Management uses in voting
               specific  proposals  presented  by the  boards  of  directors  or
               shareholders  of companies  whose  securities  are held in client
               portfolios for which Wellington Management has voting discretion.
               While the  Global  Proxy  Voting  Guidelines  set  forth  general
               guidelines for voting proxies,  it should be noted that these are
               guidelines  and  not  rigid  rules.  Many of the  guidelines  are
               accompanied by explanatory  language that describes criteria that
               may affect our vote decision. The criteria as described are to be
               read as part of the  guideline,  and votes cast  according to the
               criteria  will  be   considered   within   guidelines.   In  some
               circumstances,  the merits of a particular  proposal may cause us
               to  enter a vote  that  differs  from  the  Global  Proxy  Voting
               Guidelines.

-------------  -----------------------------------------------------------------
Statement of   As a matter of policy, Wellington Management:
Policies
               1
               Takes  responsibility  for  voting  client  proxies  only  upon a
               client's written request.

               2
               Votes  all  proxies  in the  best  interests  of its  clients  as
               shareholders, i.e., to maximize economic value.

               3
               Develops and maintains broad guidelines  setting out positions on
               common proxy  issues,  but also  considers  each  proposal in the
               context of the  issuer,  industry,  and country or  countries  in
               which its business is conducted.

               4
               Evaluates all factors it deems relevant when  considering a vote,
               and may  determine  in certain  instances  that it is in the best
               interest  of one or more  clients to refrain  from voting a given
               proxy ballot.

                                                                          Page 1

-------------  -----------------------------------------------------------------
               5
               Identifies and resolves all material  proxy-related  conflicts of
               interest  between the firm and its clients in the best  interests
               of the client.

               6
               Believes that sound  corporate  governance  practices can enhance
               shareholder  value and therefore  encourages  consideration of an
               issuer's corporate governance as part of the investment process.

               7
               Believes that proxy voting is a valuable tool that can be used to
               promote sound corporate governance to the ultimate benefit of the
               client as shareholder.

               8
               Provides all clients,  upon request,  with copies of these Global
               Proxy   Policies   and   Procedures,   the  Global  Proxy  Voting
               Guidelines,  and related reports, with such frequency as required
               to fulfill  obligations  under  applicable  law or as  reasonably
               requested by clients.

               9
               Reviews  regularly  the voting  record to ensure that proxies are
               voted  in  accordance   with  these  Global  Proxy  Policies  and
               Procedures  and the Global Proxy Voting  Guidelines;  and ensures
               that  procedures,  documentation,  and  reports  relating  to the
               voting  of  proxies  are  promptly  and  properly   prepared  and
               disseminated.

-------------  -----------------------------------------------------------------

Responsibility Wellington Management has a Corporate Governance Committee, and Oversight established by action of the firm's Executive Committee, that is responsible for the review and approval of the firm's written Global Proxy Policies and Procedures and its Global Proxy Voting Guidelines, and for providing advice and guidance on specific proxy votes for individual issuers. The firm's Legal Services Department monitors regulatory requirements with respect to proxy voting on a global basis and works with the Corporate Governance Committee to develop policies that implement those requirements. Day-to-day administration of the proxy voting process at Wellington Management is the responsibility of the Corporate Governance Group within the Corporate Operations Department. In addition, the Corporate Governance Group acts as a resource for portfolio managers and research analysts on proxy matters, as needed.

Page 2


Statement of Wellington Management has in place certain procedures for Procedures implementing its proxy voting policies.

General Proxy  Authorization to Vote. Wellington Management will vote only those
Voting         proxies for which its clients have affirmatively delegated proxy-
               voting authority.

               Receipt  of  Proxy.   Proxy  materials  from  an  issuer  or  its
               information  agent are forwarded to registered  owners of record,
               typically the client's  custodian bank. If a client requests that
               Wellington  Management  votes  proxies on its behalf,  the client
               must instruct its custodian  bank to deliver all relevant  voting
               material to Wellington Management or its voting agent. Wellington
               Management,   or  its  voting  agent,  may  receive  this  voting
               information by mail, fax, or other electronic means.

               Reconciliation.  To the extent reasonably practicable, each proxy
               received is matched to the securities  eligible to be voted and a
               reminder  is  sent  to any  custodian  or  trustee  that  has not
               forwarded the proxies as due.

               Research.   In  addition  to  proprietary   investment   research
               undertaken by Wellington Management investment professionals, the
               firm conducts proxy research  internally,  and uses the resources
               of a number of external  sources to keep abreast of  developments
               in corporate governance around the world and of current practices
               of specific companies.

               Proxy Voting. Following the reconciliation process, each proxy is
               compared  against  Wellington  Management's  Global  Proxy Voting
               Guidelines, and handled as follows:

               o Generally,  issues for which explicit proxy voting  guidance is
               provided in the Global  Proxy  Voting  Guidelines  (i.e.,  "For",
               "Against",  "Abstain")  are reviewed by the Corporate  Governance
               Group  and  voted in  accordance  with the  Global  Proxy  Voting
               Guidelines.

               o Issues  identified as "case-by-case" in the Global Proxy Voting
               Guidelines  are  further  reviewed  by the  Corporate  Governance
               Group. In certain circumstances,  further input is needed, so the
               issues are  forwarded to the  relevant  research  analyst  and/or
               portfolio manager(s) for their input.

                                                                          Page 3

-------------  -----------------------------------------------------------------
               o Absent a material  conflict of interest,  the portfolio manager
               has the authority to decide the final vote.  Different  portfolio
               managers  holding  the same  securities  may arrive at  different
               voting conclusions for their clients' proxies.

               Material  Conflict  of  Interest  Identification  and  Resolution
               Processes.  Wellington  Management's  broadly  diversified client
               base and functional lines of responsibility serve to minimize the
               number of, but not  prevent,  material  conflicts  of interest it
               faces in  voting  proxies.  Annually,  the  Corporate  Governance
               Committee sets standards for identifying material conflicts based
               on client, vendor, and lender relationships,  and publishes those
               standards to individuals involved in the proxy voting process. In
               addition,  the  Corporate  Governance  Committee  encourages  all
               personnel  to  contact  the  Corporate   Governance  Group  about
               apparent  conflicts  of interest,  even if the apparent  conflict
               does  not  meet  the  published  materiality  criteria.  Apparent
               conflicts  are reviewed by  designated  members of the  Corporate
               Governance Committee to determine if there is a conflict,  and if
               so whether the conflict is material.

               If a proxy is  identified  as  presenting a material  conflict of
               interest,  the matter must be reviewed by  designated  members of
               the Corporate Governance Committee, who will resolve the conflict
               and direct the vote.  In certain  circumstances,  the  designated
               members  may  determine  that  the  full   Corporate   Governance
               Committee  should  convene.  Any Corporate  Governance  Committee
               member  who is  himself  or  herself  subject  to the  identified
               conflict will not  participate in the decision on whether and how
               to vote the proxy in question.

               -----------------------------------------------------------------
Other          In certain instances, Wellington Management may be unable to vote
Considerations or may  determine  not to vote a proxy on  behalf  of one or more
               clients.   While   not   exhaustive,   the   following   list  of
               considerations  highlights  some  potential  instances in which a
               proxy vote might not be entered.

               Securities Lending.  Wellington  Management may be unable to vote
               proxies  when  the  underlying  securities  have  been  lent  out

pursuant to a client's securities lending program. In general, Wellington Management does not know when securities have been lent out and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.

Page 4

-------------  -----------------------------------------------------------------
               Share Blocking and  Re-registration.  Certain  countries  require
               shareholders  to stop  trading  securities  for a period  of time
               prior to  and/or  after a  shareholder  meeting  in that  country
               (i.e., share blocking).  When reviewing proxies in share blocking
               countries, Wellington Management evaluates each proposal in light
               of the  trading  restrictions  imposed and  determines  whether a
               proxy issue is sufficiently  important that Wellington Management
               would consider the possibility of blocking shares.  The portfolio
               manager retains the final authority to determine whether to block
               the  shares in the  client's  portfolio  or to pass on voting the
               meeting.

               In certain  countries,  re-registration  of shares is required to
               enter a proxy vote. As with share blocking,  re-registration  can
               prevent  Wellington  Management  from  exercising  its investment
               discretion  to sell  shares  held in a client's  portfolio  for a
               substantial  period of time.  The  decision  process in  blocking
               countries as discussed  above is also employed in instances where
               re-registration is necessary.

               Lack  of  Adequate   Information,   Untimely   Receipt  of  Proxy
               Materials,  or  Excessive  Costs.  Wellington  Management  may be
               unable to enter an informed vote in certain  circumstances due to
               the lack of information provided in the proxy statement or by the
               issuer or other resolution  sponsor,  and may abstain from voting
               in those  instances.  Proxy  materials  not delivered in a timely
               fashion  may  prevent  analysis  or  entry  of a vote  by  voting
               deadlines.  In addition,  Wellington  Management's practice is to
               abstain  from  voting  a proxy  in  circumstances  where,  in its
               judgment, the costs exceed the expected benefits to clients.

-------------  -----------------------------------------------------------------
Additional     Wellington Management maintains records of proxies voted pursuant
Information    to  Section  204-2 of the  Investment  Advisers  Act of 1940 (the
               "Advisers Act"), the Employee  Retirement  Income Security Act of
               1974, as amended ("ERISA"), and other applicable laws.

               Wellington  Management's Global Proxy Policies and Procedures may
               be amended from time to time by Wellington Management. Wellington
               Management  provides  clients  with a copy  of its  Global  Proxy
               Policies  and  Procedures,  including  the  Global  Proxy  Voting
               Guidelines,   upon  written  request.  In  addition,   Wellington
               Management  will make  specific  client  information  relating to
               proxy  voting  available  to a  client  upon  reasonable  written
               request.

                                                                          Page 5

-------------  -----------------------------------------------------------------
Introduction   Upon a client's written request,  Wellington  Management Company,
               llp ("Wellington  Management")  votes securities that are held in
               the  client's  account in  response to proxies  solicited  by the
               issuers of such  securities.  Wellington  Management  established
               these  Global  Proxy  Voting  Guidelines  to  document  positions
               generally  taken  on  common  proxy  issues  voted on  behalf  of
               clients.

               These Guidelines are based on Wellington  Management's  fiduciary
               obligation to act in the best economic interest of its clients as
               shareholders.  Hence,  Wellington  Management  examines and votes
               each  proposal  so that the  long-term  effect  of the vote  will
               ultimately increase shareholder value for our clients. Wellington
               Management's  experience  in  voting  proposals  has  shown  that
               similar proposals often have different consequences for different
               companies.  Moreover,  while these Global Proxy Voting Guidelines
               are written to apply globally,  differences in local practice and
               law  make  universal  application  impractical.  Therefore,  each
               proposal  is  evaluated  on its merits,  taking into  account its
               effects on the specific  company in question,  and on the company
               within its  industry.  It should be noted that the  following are
               guidelines,  and  not  rigid  rules,  and  Wellington  Management
               reserves  the right in all cases to vote  contrary to  guidelines
               where doing so is judged to represent the best economic  interest
               of its clients.

               Following is a list of common proposals and the guidelines on how
               Wellington Management anticipates voting on these proposals.  The
               "(SP)"  after a proposal  indicates  that the proposal is usually
               presented as a Shareholder Proposal.

-------------  -----------------------------------------------------------------
Voting         Composition and Role of the Board of Directors
Guidelines
               o Election of Directors:                             Case-by-Case
               Wellington  Management  believes  that  shareholders'  ability to
               elect directors annually is the most important right shareholders
               have. We generally support management nominees, but will withhold
               votes  from  any  director  who is  demonstrated  to  have  acted
               contrary to the best economic  interest of  shareholders.  We may
               withhold votes from directors who failed to implement shareholder
               proposals that received majority support,  implemented  dead-hand
               or  no-hand  poison  pills,  or  failed to attend at least 75% of
               scheduled board meetings.

                                                                          Page 6

-------------  -----------------------------------------------------------------
               o Classify Board of Directors:                            Against
               We will also vote in favor of  shareholder  proposals  seeking to
               declassify boards.

               o Adopt Director Tenure/Retirement Age (SP):              Against

               o Adopt Director & Officer Indemnification:               For
               We  generally  support  director and officer  indemnification  as

critical to the attraction and retention of qualified candidates to the board. Such proposals must incorporate the duty of care.

o Allow Special Interest Representation to Board (SP): Against

o Require Board Independence: For Wellington Management believes that, in the absence of a compelling counter-argument or prevailing market norms, at least 65% of a board should be comprised of independent directors, with independence defined by the local market regulatory authority. Our support for this level of independence may include withholding approval for non-independent directors, as well as votes in support of shareholder proposals calling for independence.

o Require Key Board Committees to be Independent. For Key board committees are the Nominating, Audit, and Compensation

               Committees.  Exceptions  will be made,  as above,  in  respect of
               local market conventions.

               o Require a Separation of Chair and CEO or Require a      For
                 Lead Director:

               o Approve Directors' Fees:                                For

               o Approve Bonuses for Retiring Directors:            Case-by-Case

               o Elect Supervisory Board/Corporate Assembly:            For

               o Elect/Establish Board Committee:                       For

                                                                          Page 7

-------------  -----------------------------------------------------------------

o Adopt Shareholder Access/Majority Vote on Election Case-by-Case of Directors (SP):
Wellington Management believes that the election of directors by a majority of votes cast is the appropriate standard for companies to adopt and therefore generally will support those proposals that seek to adopt such a standard. Our support for such proposals will extend typically to situations where the relevant company has an existing resignation policy in place for directors that receive a majority of "withhold" votes. We believe that it is important for majority voting to be defined within the company's charter and not simply within the company's corporate governance policy.

Generally we will not support proposals that fail to provide for the exceptional use of a plurality standard in the case of contested elections. Further, we will not support proposals that seek to adopt a majority of votes outstanding (i.e., total votes eligible to be cast as opposed to actually cast) standard.

-------------  -----------------------------------------------------------------
Management
Compensation
               o Adopt/Amend Stock Option Plans:                    Case-by-Case

               o Adopt/Amend Employee Stock Purchase Plans:         For

               o Approve/Amend Bonus Plans:                         Case-by-Case
               In the US, Bonus Plans are customarily  presented for shareholder
               approval  pursuant  to  Section  162(m)  of  the  Omnibus  Budget

Reconciliation Act of 1992 ("OBRA"). OBRA stipulates that certain forms of compensation are not tax-deductible unless approved by shareholders and subject to performance criteria. Because OBRA does not prevent the payment of subject compensation, we generally vote "for" these proposals. Nevertheless, occasionally these proposals are presented in a bundled form seeking 162 (m) approval and approval of a stock option plan. In such cases, failure of the proposal prevents the awards from being granted. We will vote against these proposals where the grant portion of the proposal fails our guidelines for the evaluation of stock option plans.

Page 8

-------------  -----------------------------------------------------------------
               o Approve Remuneration Policy:                       Case-by-Case

               o Exchange Underwater Options:                       Case-by-Case
               Wellington  Management  may support  value-neutral  exchanges  in

which senior management is ineligible to participate.

o Eliminate or Limit Severance Agreements (Golden Case-by-Case Parachutes):
We will oppose excessively generous arrangements, but may support agreements structured to encourage management to negotiate in shareholders' best economic interest.

o Shareholder Approval of Future Severance Case-by-Case Agreements Covering Senior Executives (SP):
We believe that severance arrangements require special scrutiny, and are generally supportive of proposals that call for shareholder ratification thereof. But, we are also mindful of the board's need for flexibility in recruitment and retention and will therefore oppose limitations on board compensation policy where respect for industry practice and reasonable overall levels of compensation have been demonstrated.

               o Expense Future Stock Options (SP):                    For

               o Shareholder Approval of All Stock Option Plans (SP):  For

               o Disclose All Executive Compensation (SP):             For
               -----------------------------------------------------------------

               Reporting of Results

               o Approve Financial Statements:                         For

               o Set Dividends and Allocate Profits:                   For

                                                                          Page 9

-------------  -----------------------------------------------------------------

o Limit Non-Audit Services Provided by Auditors (SP):Case-by-Case We follow the guidelines established by the Public Company Accounting Oversight Board regarding permissible levels of non-audit fees payable to auditors.

o Ratify Selection of Auditors and Set Their Fees: Case-by-Case Wellington Management will generally support management's choice of auditors, unless the auditors have demonstrated failure to act in shareholders' best economic interest.

               o Elect Statutory Auditors:                          Case-by-Case

               o Shareholder Approval of Auditors (SP):             For

-------------  -----------------------------------------------------------------
               Shareholder Voting Rights

               o Adopt Cumulative Voting (SP):                      Against

We are likely to support cumulative voting proposals at "controlled" companies (i.e., companies with a single majority shareholder), or at companies with two-tiered voting rights.

o Shareholder Rights Plans Case-by-Case Also known as Poison Pills, these plans can enable boards of directors to negotiate higher takeover prices on behalf of shareholders. However, these plans also may be misused to entrench management. The following criteria are used to evaluate both management and shareholder proposals regarding shareholder rights plans.

- We generally support plans that include:
- Shareholder approval requirement
- Sunset provision
- Permitted bid feature (i.e., bids that are made for all shares and demonstrate evidence of financing must be submitted to a shareholder vote).

Page 10

-------------  -----------------------------------------------------------------
               Because boards generally have the authority to adopt  shareholder
               rights  plans  without  shareholder   approval,  we  are  equally
               vigilant in our assessment of requests for authorization of blank
               check preferred shares (see below).

               o Authorize Blank Check Preferred Stock:             Case-by-Case
               We may support authorization requests that specifically proscribe
               the use of such shares for anti-takeover purposes.

               o Eliminate Right to Call a Special Meeting:         Against

               o Increase Supermajority Vote Requirement:           Against
               We likely will support  shareholder  and management  proposals to
               remove existing supermajority vote requirements.

               o Adopt Anti-Greenmail Provision:                    For

               o Adopt Confidential Voting (SP):                    Case-by-Case
               We  require  such  proposals  to include a  provision  to suspend
               confidential voting during contested elections so that management
               is not subject to constraints that do not apply to dissidents.

               o Remove Right to Act by Written Consent:            Against

-------------  -----------------------------------------------------------------
               Capital Structure

               o Increase Authorized Common Stock:                  Case-by-Case
               We generally  support  requests  for  increases up to 100% of the
               shares  currently  authorized.  Exceptions  will be made when the
               company has clearly  articulated a reasonable  need for a greater
               increase.

               o Approve Merger or Acquisition:                     Case-by-Case

               o Approve Technical Amendments to Charter:           Case-by-Case

               o Opt Out of State Takeover Statutes:                For

                                                                         Page 11

-------------  -----------------------------------------------------------------
               o Authorize Share Repurchase:                        For

               o Authorize Trade in Company Stock:                  For

               o Approve Stock Splits:                              Case-by-Case

We approve stock splits and reverse stock splits that preserve the level of authorized, but unissued shares.

               o Approve Recapitalization/Restructuring:            Case-by-Case

               o Issue Stock with or without Preemptive Rights:     For

               o Issue Debt Instruments:                            Case-by-Case

-------------  -----------------------------------------------------------------
               Social Issues

               o Endorse the Ceres Principles (SP):                 Case-by-Case

               o Disclose Political and PAC Gifts (SP):             Case-by-Case
               Wellington  Management  generally does not support  imposition of
               disclosure  requirements  on management of companies in excess of
               regulatory requirements.

               o Require Adoption of International Labor Organization's  Case-by
                 Fair Labor Principles (SP):                             -Case

               o Report on Sustainability (SP):                     Case-by-Case

-------------  -----------------------------------------------------------------
               Miscellaneous

               o Approve Other Business:                            Against

               o Approve Reincorporation:                           Case-by-Case

               o Approve Third-Party Transactions:                  Case-by-Case


                                                                         Page 12

-------------  -----------------------------------------------------------------
               Dated: August 1, 2006

Page 13

Wells Capital Management

Proxy Voting Policies and Procedures

1. Scope of Policies and Procedures. These Proxy Voting Policies and Procedures ("Procedures") are used to determine how to vote proxies relating to portfolio securities held in accounts managed by Wells Capital Management and whose voting authority has been delegated to Wells Capital Management. Wells Capital Management believes that the Procedures are reasonably designed to ensure that proxy matters are conducted in the best interest of clients, in accordance with its fiduciary duties.

2. Voting Philosophy. Wells Capital Management exercises its voting responsibility, as a fiduciary, with the goal of maximizing value to shareholders consistent with the governing laws and investment policies of each portfolio. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership, Wells Capital Management supports sound corporate governance practices within companies in which they invest.

Wells Capital Management utilizes Institutional Shareholders Services (ISS), a proxy-voting agent, for voting proxies and proxy voting analysis and research. ISS votes proxies in accordance with the Wells Fargo Proxy Guidelines established by Wells Fargo Proxy Committee and attached hereto as Appendix A.

3. Responsibilities

(A) Proxy Administrator

Wells Capital Management has designated a Proxy Administrator who is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Procedures. The Proxy Administrator monitors ISS to determine that ISS is accurately applying the Procedures as set forth herein and that proxies are voted in a timely and responsible manner. The Proxy Administrator reviews the continuing appropriateness of the Procedures set forth herein, recommends revisions as necessary and provides an annual update on the proxy voting process.

(i) Voting Guidelines. Wells Fargo Proxy Guidelines set forth Wells Fargo's proxy policy statement and guidelines regarding how proxies will be voted on the issues specified. ISS will vote proxies for or against as directed by the guidelines. Where the guidelines specify a "case by case" determination for a particular issue, ISS will evaluate the proxies based on thresholds established in the proxy guidelines. In addition, proxies relating to issues not addressed in the guidelines, especially foreign securities, Wells Capital Management will defer to ISS Proxy Guidelines. Finally, with respect to issues for which a vote for or against is specified by the Procedures, the Proxy Administrator shall have the authority to direct ISS to forward the proxy to him or her for a discretionary vote, in consultation with the Proxy Committee or the portfolio manager covering the subject security if the Proxy Committee or the portfolio manager determines that a case-by-case review of such matter is warranted, provided however, that such authority to deviate from the Procedures shall not be exercised if the Proxy Administrator is aware of any conflict of interest as described further below with respect to such matter.

1

(ii) Voting Discretion. In all cases, the Proxy Administrator will exercise its voting discretion in accordance with the voting philosophy of the Wells Fargo Proxy Guidelines. In cases where a proxy is forwarded by ISS to the Proxy Administrator, the Proxy Administrator may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS or other independent sources; or (ii) information provided by company managements and shareholder groups. In the event that the Proxy Administrator is aware of a material conflict of interest involving Wells Fargo/Wells Capital Management or any of its affiliates regarding a proxy that has been forwarded to him or her, the Proxy Administrator will return the proxy to ISS to be voted in conformance with the voting guidelines of ISS.

Voting decisions made by the Proxy Administrator will be reported to ISS to ensure that the vote is registered in a timely manner.

(iii) Securities on Loan. As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy).

(iv) Conflicts of Interest. Wells Capital Management has obtained a copy of ISS policies, procedures and practices regarding potential conflicts of interest that could arise in ISS proxy voting services to Wells Capital Management as a result of business conducted by ISS. Wells Capital Management believes that potential conflicts of interest by ISS are minimized by these policies, procedures and practices, a copy of which is attached hereto as Appendix B. In addition, Wells Fargo and/or Wells Capital Management may have a conflict of interest regarding a proxy to be voted upon if, for example, Wells Fargo and/or Wells Capital Management or its affiliates have other relationships with the issuer of the proxy. Wells Capital Management believes that, in most instances, any material conflicts of interest will be minimized through a strict and objective application by ISS of the voting guidelines attached hereto. However, when the Proxy Administrator is aware of a material conflict of interest regarding a matter that would otherwise require a vote by Wells Capital Management, the Proxy Administrator shall defer to ISS to vote in conformance with the voting guidelines of ISS. In addition, the Proxy Administrator will seek to avoid any undue influence as a result of any material conflict of interest that exists between the interest of a client and Wells Capital Management or any of its affiliates. To this end, an independent fiduciary engaged by Wells Fargo will direct the Proxy Administrator on voting instructions for the Wells Fargo proxy.

(B) ISS

ISS has been delegated with the following responsibilities:

(i) Research and make voting determinations in accordance with the Wells Fargo Proxy Guidelines described in Appendix A;

(ii) Vote and submit proxies in a timely manner;

2

(iii) Handle other administrative functions of proxy voting;

(iv) Maintain records of proxy statements received in connection with proxy votes and provide copies of such proxy statements promptly upon request;

(v) Maintain records of votes cast; and

(vi) Provide recommendations with respect to proxy voting matters in general.

(C) Except in instances where clients have retained voting authority, Wells Capital Management will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to ISS.

(D) Notwithstanding the foregoing, Wells Capital Management retains final authority and fiduciary responsibility for proxy voting.

4. Record Retention. Wells Capital Management will maintain the following records relating to the implementation of the Procedures:

(i) A copy of these proxy voting polices and procedures;

(ii) Proxy statements received for client securities (which will be satisfied by relying on EDGAR or ISS);

(iii) Records of votes cast on behalf of clients (which ISS maintains on behalf of Wells Capital Management);

(iv) Records of each written client request for proxy voting records and Wells Capital Management's written response to any client request (written or oral) for such records; and

(v) Any documents prepared by Wells Capital Management or ISS that were material to making a proxy voting decision.

Such proxy voting books and records shall be maintained at an office of Wells Capital Management in an easily accessible place for a period of five years.

5. Disclosure of Policies and Procedures. Wells Capital Management will disclose to its clients a summary description of its proxy voting policy and procedures via mail. A detail copy of the policy and procedures will be provided to clients upon request by calling 1-800-736-2316. It is also posted on Wells Capital Management website at www.wellscap.com.

Wells Capital Management will also provide proxy statements and any records as to how we voted proxies on behalf of client upon request. Clients may contact us at 1-800-736-2316 or by e-mail at http://www.wellscap.com/contactus/index.html to request a record of proxies voted on their behalf.

Except as otherwise required by law, Wells Capital Management has a general policy of not disclosing to any issuer or third party how its client proxies are voted.

January 21, 2006

3

4

Appendix A

Wells Fargo Bank Proxy Guidelines and Philosophy For 2006

INTRODUCTION

Wells Fargo Trust has adopted a system-wide  philosophy statement and guidelines
for voting of proxies  for  fiduciary  and  agency  accounts  where we have sole
voting  authority  or  joint  voting   authority  (with  other   fiduciaries  or
co-actors).

The voting of proxies is the responsibility of the Wells Fargo Proxy Committee, which is appointed each year by the Trust Operating Committee (TOC). A monthly review and approval of voting activity is the responsibility of the Trust Investment Committee (TIC).

Most Wells Fargo fiduciary entities have appointed Institutional Shareholder Services (ISS) as their agent to vote proxies, following Wells Fargo guidelines to assure consistent application of the philosophy and voting guidelines and for efficiency of operations and processing since we share a single system and processing capability. Wells Fargo Bank administers the proxy voting process, including development and maintenance of proxy voting guidelines.

PROXY POLICY STATEMENT

A. Proxies relating to fiduciary accounts must be voted for the exclusive benefit of the trust beneficiary. Proxy votes should be cast based upon an analysis of the impact of any proposal on the economic value of the stock during the time the stock is intended to be held by a fiduciary account.

B. Because the acquisition and retention of a security reflects confidence in management's ability to generate acceptable returns for the shareholder, certain proxy issues involving corporate governance should be voted as recommended by management. These issues are listed in the proxy guidelines incorporated in this document.

C. We encourage the Board of Directors to request powers which can be used to enhance the economic value of the stock by encouraging negotiation with a potential acquirer or by discouraging coercive and undervalued offers:

1. The decision as to whether or not a Board of Directors should be granted these powers will be based upon:

o an evaluation of the independence of the Board, as defined by the stock exchange in which the stock is traded, in its attempt to maximize shareholder value and,
o upon an evaluation that the specific power being requested is reasonable in light of our objective to maximize the economic value of the stock and is not, in itself, abusive. Proxy issues that will be evaluated and voted in accordance with this standard are listed in the guidelines.

5

2. We will evaluate proposals where a Board of Directors has requested a change in their powers of corporate governance that increase the powers of the Board with respect to potential acquisition transactions as follows:

a. An evaluation will be made of the Board's independence and performance as determined by a review of relevant factors including:

1) Length of service of senior management

2) Number/percentage of outside directors

3) Consistency of performance (EPS) over the last five years

4) Value/growth of shares relative to industry/market averages

5) Clear evidence of management and/or strategy changes implemented by the Board which are designed to improve company performance and

     shareholder value

b. If the Board is viewed to be independent  and the financial  performance
of the Company has been good:

     1) An evaluation will be made as to the  appropriateness  of the power

or change being requested, if properly exercised, to enhance the economic value of the stock.

2) If the provision itself is not viewed to be unnecessary or abusive (irrespective of the manner in which it may be exercised), then the proxy will be voted in favor of such proposal.

c. If the Board is not viewed as independent, or the performance of the Company has not been good, or if the proposal is determined to be inappropriate, unnecessary, unusual, or abusive, the proxy will be voted against such proposal.

d. If the Proxy Committee deems it appropriate, the Company may be offered the opportunity to present the Board's and management's position to the Committee.

D. Our process for evaluating shareholder proposals will be as follows:

1. If the proposal relates to issues that do not have a material economic impact on the value of the stock, the proxy will be voted as recommended by management.

2. If the proposal has a potential economic impact on the value of the stock, the analysis outlined in paragraph C.2 above will be made. If the Board is viewed as independent and the financial performance of the Company has been good, then the proxy will be voted as recommended by management.

6

3. Standard shareholder proposals will be voted as indicated on Exhibit C.

E. The Proxy Committee will ensure that adequate records are maintained which reflect (i) how and pursuant to which guidelines proxies are voted, (ii) that proxies and holdings are being reconciled, and (iii) whether reasonable efforts are being made to obtain any missing proxies.

F. This Proxy Policy Statement may be disclosed to any current or prospective trust customer or beneficiary. Disclosure of proxy voting in specific accounts shall be made when requested by the plan sponsor, beneficiary, grantor, owner, or any other person with a beneficial interest in the account.

G. Wells Fargo Bank employs Institutional Shareholder Services (ISS) as its proxy voting agent, responsible for analyzing proxies and recommending a voting position consistent with the Wells Fargo Proxy Guidelines. On issues where the Wells Fargo Proxy Guidelines are silent, Wells Fargo Bank will defer to the ISS Proxy Guidelines, particularly in the case of global proxy issues. The Wells Fargo Proxy Committee is responsible for the final decision on the voting of all proxies for Wells Fargo Bank.

H. The Wells Fargo Proxy Committee has taken the following steps to ensure that material conflicts of interest are avoided between the interests of the client (fund shareholders and trust beneficiaries), on the one hand, and the investment adviser, corporation, principal underwriter, or an affiliated person of the trust account, fund, its investment adviser or principal underwriter, on the other hand.

1. The Wells Fargo Proxy Committee requires that all proxies relating to fiduciary accounts must be voted for the exclusive benefit of the fund shareholder and trust beneficiary.

2. The Wells Fargo Proxy Committee has adopted system-wide, written proxy guidelines and procedures for voting proxies to ensure consistency in voting proxies across all accounts.

3. Wells Fargo has hired ISS as our proxy-voting agent in analyzing and recommending a voting position on all proxies (based on the Wells Fargo Proxy Guidelines) to ensure independence and consistency in analysis, interpretation and implementation of the proxy voting process.

4. Wells Fargo hires an independent fiduciary to direct the Wells Fargo Proxy Committee on voting instructions for the Wells Fargo proxy.

5. Proxy guidelines, which are implemented on a case-by-case basis, are evaluated consistently across proxies on the basis of rigid, quantifiable thresholds.

6. The Wells Fargo organization has a wall of confidentiality between the commercial bank and its lending activities and the fiduciary responsibilities within the trust world.

7. Proxy voting recommendations are not shared with senior management of Wells Fargo prior to casting our proxy vote, plus senior management has expressly requested that they not be informed on proxy voting issues.

7

8. The Wells Fargo Proxy Committee has final authority in exercising our fiduciary responsibility of voting proxies.

9. The Wells Fargo proxy voting record is available for review by the client.

8

--------------------------------------------------------------------------------
Uncontested Election of Directors or Trustees

WFB will  generally vote for all  uncontested  director or             FOR
trustee nominees.  The Nominating Committee is in the best
position to select  nominees who are available and capable
of working  well  together  to oversee  management  of the
company.  WFB  will not  require  a  performance  test for
directors.

WFB will generally vote for reasonably crafted shareholder            FOR
proposals  calling  for  directors  to be elected  with an
affirmative  majority of votes cast and/or the elimination
of the plurality standard for electing  directors,  unless
the  company  has  adopted  formal  corporate   governance
principles  that present a meaningful  alternative  to the
majority voting standard.

WFB will  withhold  votes for a  director  if the  nominee          WITHHOLD
fails to attend  at least  75% of the board and  committee
meetings without a valid excuse.

WFB will vote against routine election of directors if any          AGAINST
of the following apply: company fails to disclose adequate
information  in a timely  manner,  serious issues with the
finances,   questionable   transactions,    conflicts   of
interest,  record of abuses against  minority  shareholder
interests,   bundling   of  director   elections,   and/or
egregious governance practices.

WFB will withhold  votes from the entire board (except for         WITHHOLD
new nominees) where the director(s)  receive more than 50%
withhold  votes out of those  cast and the issue  that was
the  underlying  cause of the high level of withhold votes
has not been addressed.

WFB will withhold votes from audit committee  members when         WITHHOLD
a material weakness in the effectiveness of their internal
controls rises to a level of serious concern, as indicated
by   disclosures   required   under  Section  404  of  the
Sarbanes-Oxley Act.

----------------------------------------------------------- --------------------
Ratification of Auditors

WFB will vote against  auditors  and  withhold  votes from         AGAINST/
audit committee members if non-audit fees are greater than         WITHHOLD
audit fees,  audit-related  fees,  and permitted tax fees,
combined.  WFB will follow the disclosure categories being
proposed by the SEC in applying the above formula.

With the  above  exception,  WFB will  generally  vote for            FOR
proposals to ratify auditors unless:

o an auditor  has a financial  interest in or  association         AGAINST
with the company, and is therefore not independent, or

o there is reason to believe that the independent  auditor         AGAINST
has  rendered  an  opinion  that is neither  accurate  nor
indicative of the company's financial position.
--------------------------------------------------------------------------------
                                        9

--------------------------------------------------------------------------------
WFB will vote against  proposals that require  auditors to         AGAINST
attend annual meetings as auditors are regularly  reviewed
by the  board  audit  committee,  and such  attendance  is
unnecessary.

WFB  will   consider   shareholder   proposals   requiring      CASE-BY-CASE
companies  to prohibit  their  auditors  from  engaging in
non-audit  services on a case-by-case  basis (or cap level
of non-audit services).

WFB  will  vote for  shareholder  proposals  requesting  a           FOR
shareholder vote for audit firm ratification.

WFB will vote  against  shareholder  proposals  asking for         AGAINST
audit  firm  rotation.  This  practice  is  viewed  as too
disruptive  and too costly to  implement  for the  benefit
achieved.

For  foreign   corporations,   WFB  will   consider  on  a      CASE-BY-CASE
case-by-case  basis  if the  auditors  are  being  changed
without an explanation,  or if the  nonaudit-related  fees
are  substantial  or in excess of standard  audit fees, as
the  importance of  maintaining  the  independence  of the
audit function is important.

Specifically  for Japan,  WFB will consider voting against         AGAINST
the appointment of independent internal statutory auditors
if they have served the company in any executive capacity,
or can be considered  affiliated in any way. Japan enacted
laws  in  1993,  which  call  for the  establishment  of a
three-member audit committee of independent auditors.

Specifically  for Japan,  WFB will  classify  any proposed
amendment   to   companies'   articles  of   incorporation
lengthening the internal  auditors' term in office to four
years from three years as a negative provision. Since this
is mandated by law,  this  amendment  would not warrant an
automatic vote recommendation against.

----------------------------------------------------------- --------------------
Directors and Auditor's Reports

For  foreign  corporations,  WFB will  generally  vote for           FOR
proposals to approve  directors'  and  auditors'  reports,
unless:

o there are  concerns  about the  accuracy of the accounts         AGAINST
presented or the auditing procedures used;

o the company is not responsive to  shareholder  questions         AGAINST
about specific items that should be publicly disclosed.

The  directors'  report  usually  includes a review of the
company's  performance  during the year,  justification of
dividend levels and profits or losses, special events such
as  acquisitions  or  disposals,  and future plans for the

company. Shareholders can find reference to any irregularities or problems with the company in the auditors report.

10

----------------------------------------------------------- --------------------
Company Name Change/Purpose

WFB will vote for  proposals to change the company name as           FOR
management  and the board is best suited to  determine  if
such change in company name is necessary.

However,  where the name change is requested in connection       CASE-BY-CASE
with a  reorganization  of the  company,  the vote will be
based on the merits of the reorganization.

In  addition,  WFB will  generally  vote for  proposals to           FOR
amend the  purpose of the  company.  Management  is in the
best position to know whether the  description of what the
company  does is  accurate,  or  whether  it  needs  to be
updated by deleting, adding or revising language.

----------------------------------------------------------- --------------------
Employee Stock Purchase Plans/401(k) Employee Benefit Plans

WFB will vote for  proposals  to adopt,  amend or increase           FOR
authorized  shares for employee  stock  purchase plans and
401(k) plans for  employees as properly  structured  plans
enable  employees  to  purchase  common  stock at a slight
discount  and  thus  own  a  beneficial  interest  in  the
company,  provided  that the total  cost of the  company's
plan is not above the allowable cap for the company.

Similarly,  WFB will generally vote for proposals to adopt           FOR
or amend  thrift  and  savings  plans,  retirement  plans,
pension plans and profit plans.

----------------------------------------------------------- --------------------
Approve Other Business

WFB will  generally  vote for  proposals to approve  other           FOR
business.   This   transfer   of   authority   allows  the
corporation  to take  certain  ministerial  steps that may
arise at the annual or special meeting.

However,  WFB retains the  discretion to vote against such         AGAINST
proposals if adequate  information  is not provided in the
proxy  statement,  or the measures are  significant and no
further approval from shareholders is sought.

----------------------------------------------------------- --------------------
Independent Board Chairman

WFB  will  vote  against  proposals   requiring  that  the         AGAINST
positions of chairman and CEO be held separately.

WFB would prefer to see the chairman and chief executive positions be held by different individuals. However, separation of the two positions may not be in shareholders' best interests if the company has a limited roster of executive officers, or a recently organized company may need to combine these positions temporarily. It should also be noted that we support independence and would support a lead independent director. However, separating the chairman and CEO in most companies would be too disruptive to the company.

11


Specifically in the U.K., WFB will vote against a director         AGAINST
nominee  who is  both  chairman  and  CEO if  there  is no
adequate justification provided by the company.

----------------------------------------------------------- --------------------
   Independent Board of Directors/Board Committees

WFB will vote for proposals  requiring that  two-thirds of           FOR
the board be  independent  directors,  unless the board is
effectively  in  compliance  with the request based on the
definition  of  independence   established  by  the  stock
exchange  in which the  stock is  traded.  An  independent
board  faces  fewer  conflicts  and is  best  prepared  to
protect stockholders' interests.

WFB will  withhold  votes  from  insiders  and  affiliated        WITHHOLD
outsiders  on  boards  that  are  not  at  least  majority
independent.

WFB  will  withhold  votes  from  compensation   committee        WITHHOLD
members  where there is a  pay-for-performance  disconnect
(for Russell 3000 companies).

WFB will  vote for  proposals  requesting  that the  board           FOR
audit,   compensation  and/or  nominating   committees  be
composed of independent directors, only. Committees should
be composed entirely of independent  directors in order to
avoid conflicts of interest.

WFB will  withhold  votes from any insiders or  affiliated        WITHHOLD
outsiders on audit, compensation or nominating committees.
WFB will  withhold  votes from any insiders or  affiliated
outsiders on the board if any of these key  committees has
not been established.

Specifically in Canada, WFB will insert strong language in
our  analyses  to  highlight   our   disapproval   of  the
`single-slate'  approach and call on companies to unbundle
the director nominees up for election/reelection.

Specifically in France, Management may propose a different      CASE-BY-CASE

board structure. The French Commercial Code gives companies three options in respect to their board structure. WFB will examine these proposals on a case-by-case basis.

Specifically  in  Japan,  in  cases  where a  company  has        AGAINST
committed  some  fraudulent or criminal act, WFB will vote
against the  representative  director(s)  and  individuals
personally implicated in the wrongdoing.

In addition,  WFB will vote against  proposals  asking the        AGAINST
board to address the issue of board diversity.

WFB  will  vote  against   proposals   from   shareholders        AGAINST
requesting an independent compensation consultant.

----------------------------------------------------------- --------------------
Minimum Stock Requirements by Directors

                                       12

WFB will vote against proposals requiring directors to own        AGAINST
a minimum  number of shares of  company  stock in order to
qualify as a director,  or to remain on the board. Minimum
stock    ownership     requirements    can    impose    an
across-the-board  requirement that could prevent qualified
individuals      from      serving      as      directors.
----------------------------------------------------------- --------------------
Indemnification and Liability Provisions for Directors and
Officers

WFB will vote for  proposals to allow  indemnification  of          FOR
directors  and  officers,  when the actions  taken were on
behalf of the company and no criminal violations occurred.
WFB  will  also  vote in favor of  proposals  to  purchase
liability  insurance covering liability in connection with
those  actions.   Not  allowing   companies  to  indemnify
directors  and officers to the degree  possible  under the
law would  limit the  ability  of the  company  to attract
qualified individuals.

Alternatively,  WFB will vote against indemnity  proposals        AGAINST
that are  overly  broad.  For  example,  WFB  will  oppose
proposals  to  indemnify  directors  for acts going beyond
mere carelessness, such as gross negligence, acts taken in
bad faith, acts not otherwise allowed by state law or more
serious violations of fiduciary obligations.

For foreign corporations,  WFB will vote against providing        AGAINST
indemnity insurance to auditors as payment of such fees by
the company on behalf of the auditor  calls into  question
the objectivity of the auditor in carrying out the audit.

----------------------------------------------------------- --------------------
Board or Management Acts

For foreign corporations,  WFB will vote for the discharge          FOR
of the board and management unless:

o there are serious  questions  about actions of the board        AGAINST
or management for the year in question;

o legal  action  is  being  taken  against  the  board  by        AGAINST
shareholders.

Discharge is a tacit vote of  confidence  in the company's
corporate management and policies and does not necessarily
eliminate the  possibility of future  shareholder  action,
although  it does  make  such  action  more  difficult  to
pursue.

----------------------------------------------------------- --------------------
Nominee Statement in the Proxy

WFB  will  vote  against   proposals  that  require  board        AGAINST
nominees to have a statement  of  candidacy  in the proxy,
since  the  proxy  statement   already  provides  adequate
information  pertaining  to  the  election  of  directors.
----------------------------------------------------------- --------------------
Limitation on Number of Boards a Director May Sit On

WFB will withhold votes from non-CEO  directors who sit on        WITHHOLD
more than six boards.  WFB does not have a restriction  on
the number of boards a CEO sits on.

                                       13

----------------------------------------------------------- --------------------
Director Tenure/Retirement Age

WFB will vote  against  proposals  to limit the  tenure or        AGAINST
retirement age of directors as such  limitations  based on
an arbitrary  number could prevent  qualified  individuals
from  serving as  directors.  However,  WFB is in favor of
inserting  cautionary  language when the average  director
tenure on the board exceeds 15 years for the entire board.

----------------------------------------------------------- --------------------
Board Powers/Procedures/Qualifications

WFB will  consider on a  case-by-case  basis  proposals to      CASE-BY-CASE
amend  the  corporation's  By-laws  so that  the  Board of
Directors shall have the power, without the assent or vote
of the shareholders, to make, alter, amend, or rescind the
By-laws, fix the amount to be reserved as working capital,
and fix the  number of  directors  and what  number  shall
constitute  a quorum of the Board.  In  determining  these
issues, WFB will rely on the proxy voting Guidelines.

----------------------------------------------------------- --------------------
Loans to Officers

WFB will  consider on a  case-by-case  basis  proposals to      CASE-BY-CASE
authorize  the  corporation  to make loans or to guarantee
the  obligations of officers of the  corporation or any of
its affiliates.

----------------------------------------------------------- --------------------
Adjourn Meeting to Solicit Additional Votes

WFB will  examine  proposals  to  adjourn  the  meeting to      CASE-BY-CASE
solicit  additional  votes  on a  case-by-case  basis.  As
additional  solicitation may be costly and could result in
coercive  pressure on shareholders,  WFB will consider the
nature of the  proposal and its vote  recommendations  for
the scheduled meeting.

WFB will vote for this item when:

WFB is supportive of the underlying  merger proposal;  the           FOR
company  provides  a  sufficient,   compelling  reason  to
support the  adjournment  proposal;  and the  authority is
limited to adjournment  proposals requesting the authority
to  adjourn  solely  to  solicit   proxies  to  approve  a
transaction the WFB supports.

----------------------------------------------------------- --------------------
Contested Election of Directors or Trustees
Reimbursement of Solicitation Expenses

WFB will consider  contested  elections on a  case-by-case      CASE-BY-CASE
basis,   considering  the  following  factors:   long-term
financial  performance of the target  company  relative to
its industry; management's track record; background of the
proxy  contest;  qualifications  of  director  or  trustee
nominees  (both  slates);  evaluation of what each side is
offering  shareholders  as well as the likelihood that the
proposed  objectives  and  goals  can be  met;  and  stock
ownership positions.

In addition, decisions to provide reimbursement for CASE-BY-CASE dissidents waging a proxy contest are made on a

14

case-by-case basis as proxy contests are governed by a mix
of federal  regulation,  state law, and corporate  charter
and  bylaw  provisions.

----------------------------------------------------------- --------------------
Board  Structure:  Staggered  vs.
Annual Elections

WFB will  consider  the  issue of  classified  boards on a      CASE-BY-CASE
case-by-case  basis.  In some cases,  the  division of the
board into  classes,  elected  for  staggered  terms,  can
entrench  the  incumbent  management  and make  them  less
responsive to shareholder  concerns. On the other hand, in
some  cases,  staggered  elections  may  provide  for  the
continuity of experienced directors on the Board.

For   foreign   corporations,   WFB  will   vote  for  the          FOR
elimination  of protected  board seats,  as all  directors
should be accountable to shareholders.

----------------------------------------------------------- --------------------
Removal of Directors

WFB will  consider on a  case-by-case  basis  proposals to      CASE-BY-CASE
eliminate shareholders' rights to remove directors with or
without  cause or only with approval of two-thirds or more
of the shares entitled to vote.

However,  a  requirement  that a 75% or  greater  vote  be        AGAINST
obtained  for  removal of  directors  is abusive  and will
warrant a vote against the proposal.

----------------------------------------------------------- --------------------
Board Vacancies

WFB will vote  against  proposals  that allow the board to        AGAINST
fill  vacancies  without  shareholder  approval  as  these
authorizations run contrary to basic shareholders' rights.

Alternatively,  WFB will vote for  proposals  that  permit         FOR
shareholders to elect directors to fill board vacancies.

----------------------------------------------------------- --------------------
Cumulative Voting

WFB  will  vote  on   proposals  to  permit  or  eliminate      CASE-BY-CASE
cumulative  voting on a case-by-case  basis based upon the
existence of a counter balancing  governance structure and
company  performance,  in accordance with its proxy voting
guideline  philosophy.  However,  if the board is  elected
annually we will not support cumulative voting.

----------------------------------------------------------- --------------------
Shareholders' Right To Call A Special Meeting
Shareholder Ability to Act by Written Consent

Proposals  providing that stockholder  action may be taken      CASE-BY-CASE
only at an annual or special  meeting of  stockholder  and
not by written consent, or increasing the shareholder vote
necessary  to call a special  meeting,  will be voted on a
case by case  basis in  accordance  with the proxy  voting
guidelines.

----------------------------------------------------------- --------------------
Board Size

WFB will vote for  proposals  that seek to fix the size of         FOR
the board,  as the ability for  management  to increase or
decrease  the  size of the  board  in the  face of a proxy
contest may be used as a takeover defense.

                                       15

However, if the company has cumulative voting,  downsizing       AGAINST
the board may decrease a minority shareholder's chances of
electing a director.

By increasing  the size of the board,  management can make
it more  difficult  for  dissidents to gain control of the
board.  Fixing  the  size of the  board  also  prevents  a
reduction in the board size as a means to oust independent
directors or those who cause friction  within an otherwise
homogenous board.

----------------------------------------------------------- --------------------
Shareholder Rights Plan (Poison Pills)

WFB will  generally  vote for  proposals  that  request  a          FOR
company  to  submit  its  poison   pill  for   shareholder
ratification.

WFB will withhold votes from all directors (except for new        WITHHOLD
nominees)  if the  company has adopted or renewed a poison
pill without shareholder approval since the company's last
annual  meeting,  does  not put the  pill to a vote at the
current annual meeting, and does not have a requirement or
does not commit to put the pill to shareholder vote within
12 months.  In addition,  WFB will  withhold  votes on all
directors at any company that  responds to the majority of
the  shareholders  voting by putting  the poison pill to a
shareholder  vote  with a  recommendation  other  than  to
eliminate the pill.

Alternatively,  WFB will  analyze  proposals  to  redeem a      CASE-BY-CASE
company's poison pill, or requesting the ratification of a
poison pill on a case-by-case basis.

Specifically for Canadian companies,  WFB will consider on      CASE-BY-CASE
a  case-by-case  basis  poison  pill plans that  contain a
permitted   bid  feature  as  they   require   shareholder
ratification of the pill and a sunset  provisions  whereby
the pill  expires  unless it is renewed,  and they specify
that an all cash  bid for all  shares  (or  more  recently
majority of shares) that  includes a fairness  opinion and
evidence of financing does not trigger the bill but forces
a  special  meeting  at  which  the  offer  is  put  to  a
shareholder vote. Also, WFB will also consider the balance
of powers granted  between the board and  shareholders  by
the poison pill provisions.

Poison  pills  are one of the  most  potent  anti-takeover
measures  and are  generally  adopted  by  boards  without
shareholder  approval.  These plans harm shareholder value
and entrench  management  by deterring  stock  acquisition
offers that are not favored by the board.

----------------------------------------------------------- --------------------
Fair Price Provisions

WFB will consider fair price  provisions on a case-by-case      CASE-BY-CASE
basis,  evaluating  factors  such as the vote  required to
approve  the  proposed  mechanism,  the vote  required  to
approve the  proposed  acquisition,  the vote  required to
repeal the fair price  provision,  and the  mechanism  for
determining the fair price.

16

WFB will vote against fair price provisions with AGAINST shareholder vote requirements of 75% or more of disinterested shares.

----------------------------------------------------------- --------------------
Greenmail

WFB will generally vote in favor of proposals limiting the          FOR
corporation's authority to purchase shares of common stock
(or  other  outstanding  securities)  from a  holder  of a
stated  interest (5% or more) at a premium unless the same
offer  is made to all  shareholders.  These  are  known as
"anti-greenmail"   provisions.   Greenmail   discriminates
against rank-and-file shareholders and may have an adverse
effect on corporate image.

If the proposal is bundled with other charter or bylaw amendments, WFB will analyze such proposals on a CASE-BY-CASE case-by-case basis. In addition, WFB will analyze

restructurings  that involve the payment of pale greenmail
on a case-by-case basis.

----------------------------------------------------------- --------------------
Voting Rights

WFB will  vote for  proposals  that  seek to  maintain  or          FOR
convert to a one-share, one-vote capital structure as such
a principle  ensures that management is accountable to all
the company's owners.

Alternatively,  WFB will vote against any proposals to cap        AGAINST
the  number of votes a  shareholder  is  entitled  to. Any
measure  that  places a  ceiling  on voting  may  entrench
management   and  lessen  its   interest   in   maximizing
shareholder value.

----------------------------------------------------------- --------------------
Dual Class/Multiple-Voting Stock

WFB will vote against  proposals that authorize,  amend or        AGAINST
increase dual class or multiple-voting  stock which may be
used in  exchanges  or  recapitalizations.  Dual  class or
multiple-voting  stock carry unequal voting rights,  which
differ  from those of the broadly  traded  class of common
stock.

Alternatively,  WFB will vote for the  elimination of dual          FOR
class or  multiple-voting  stock,  which  carry  different
rights than the common stock.

For foreign corporations, WFB will vote for proposals that          FOR
create  preference  shares,  provided  the loss of  voting
rights is adequately  compensated  with a higher  dividend
and the total amount of  preference  share  capital is not
greater  than  50% of the  total  outstanding.  Preference
shares  are a  common  and  legitimate  form of  corporate
financing and can enhance shareholder value.

----------------------------------------------------------- --------------------
Supermajority Vote Provisions

WFB  will  generally  consider  on  a  case-by-case  basis     CASE-BY-CASE
proposals to increase the  shareholder  vote  necessary to
approve mergers, acquisitions, sales of assets etc. and to
amend the  corporation's  charter or by-laws.  The factors
considered are those specified in the proxy guidelines.

However,  a  supermajority  requirement  of 75% or more is        AGAINST
abusive and WFB will vote against  proposals  that provide
for them.

                                       17

Supermajority  vote provisions  require voting approval in
excess of a simple majority of the outstanding  shares for
a proposal.  Companies may include  supermajority  lock-in
provisions,  which  occur  when  changes  are  made  to  a
corporation's  governing  documents,  and once approved, a
supermajority  vote is  required  to amend or  repeal  the
changes.

----------------------------------------------------------- --------------------
Confidential Voting

WFB will vote for proposals to adopt confidential voting.           FOR
----------------------------------------------------------- --------------------
Vote Tabulations

WFB will vote against  proposals  asking  corporations  to        AGAINST
refrain from counting  abstentions and broker non-votes in
their vote  tabulations  and to  eliminate  the  company's
discretion to vote unmarked proxy  ballots.  Vote counting
procedures   are  determined  by  a  number  of  different
standards,  including  state law, the federal proxy rules,
internal corporate  policies,  and mandates of the various
stock exchanges.

Specifically  in Japan,  WFB will vote against  management        AGAINST
proposals  amending  their  articles to relax their quorum
requirement for special  resolutions  (including  mergers,
article  amendments,  and option  plans) from  one-half to
one-third of issued  capital  (although  such  resolutions
would still require two-thirds majority of votes cast).

----------------------------------------------------------- --------------------
Equal Access to the Proxy

WFB  will   evaluate   Shareholder   proposals   requiring     CASE-BY-CASE
companies to give shareholders  access to the proxy ballot
for  the  purpose  of  nominating  board  members,   on  a
case-by-case  basis  taking  into  account  the  ownership
threshold  proposed in the resolution and the  proponent's
rationale  for the  proposal  at the  targeted  company in
terms of board and director conduct.

----------------------------------------------------------- --------------------
Disclosure of Information

WFB will vote  against  shareholder  proposals  requesting        AGAINST
fuller disclosure of company policies,  plans, or business
practices.   Such  proposals  rarely  enhance  shareholder
return  and in many  cases  would  require  disclosure  of
confidential business information.

----------------------------------------------------------- --------------------
Annual Meetings

WFB will vote for proposals to amend  procedures or change          FOR
date or location of the annual  meeting.  Decisions  as to
procedures, dates or locations of meetings are best placed
with management.

Alternatively,   WFB  will  vote  against  proposals  from        AGAINST
shareholders  calling for a change in the location or date
of annual meetings as no date or location proposed will be
acceptable to all shareholders.

WFB will  generally  vote in favor of  proposals to reduce          FOR
the quorum necessary for shareholders'  meetings,  subject
to a  minimum  of  a  simple  majority  of  the  company's

18

outstanding voting shares. Shareholder Advisory

Committees/Independent Inspectors

WFB will  vote  against  proposals  seeking  to  establish        AGAINST
shareholder advisory committees or independent inspectors.
The existence of such bodies dilutes the responsibility of
the board for managing the affairs of the corporation.

----------------------------------------------------------- --------------------
Technical Amendments to the Charter of Bylaws

WFB will  generally  vote in favor of  charter  and  bylaw          FOR
amendments proposed solely to conform with modern business
practices,  for  simplification,  or to  comply  with what
management's counsel interprets as applicable law.

However,   amendments  that  have  a  material  effect  on      CASE-BY-CASE
shareholder's  rights will be considered on a case-by-case
basis.

----------------------------------------------------------- --------------------
Bundled Proposals

WFB will vote for bundled or "conditional" proxy proposals      CASE-BY-CASE
on a case-by-case  basis, as WFB will examine the benefits
and costs of the  packaged  items,  and  determine  if the
effect of the conditioned  items are in the best interests
of shareholders.

----------------------------------------------------------- --------------------
Common Stock Authorizations/Reverse Stock Splits/Forward
Stock Splits

WFB  will  follow  the  ISS  capital  structure  model  in      CASE-BY-CASE
evaluating requested increases in authorized common stock.
In  addition,  even if  capital  requests  of less than or
equal to 300% of  outstanding  shares fail the  calculated
allowable   cap,  WFB  will  evaluate  the  request  on  a
case-by-case  basis,  potentially  voting for the proposal
based  on  the  company's   performance  and  whether  the
company's  ongoing  use  of  shares  has  shown  prudence.
Further,  the  company  should  identify  what  the  stock
increases are to be used for, i.e. a proposed stock split,
issuance  of  shares  for  acquisitions,  or  for  general
business purposes.

Also  to be  considered  is  whether  the  purpose  of the        AGAINST
proposed increase is to strengthen  takeover defenses,  in
which  case WFB  will  vote  against  the  proposal.  Such
increases  give  management  too much power and are beyond
what a company would  normally need during the course of a
year.  They may also allow  management to freely place the
shares  with an  allied  institution  or set the terms and
prices of the new shares.

For reverse  stock  splits,  WFB will  generally  vote for          FOR
proposals  to implement  the split  provided the number of
authorized  common  shares is reduced to a level that does
not represent an unreasonably large increase in authorized
but  unissued  shares.  The  failure to reduce  authorized
shares  proportionally  to any reverse split has potential

adverse anti-takeover consequences. However, such circumstances may be warranted if delisting of the company's stock is imminent and would result in greater harm to shareholders than the excessive share authorization.

WFB will evaluate "Going Dark" transactions, which allow CASE-BY-CASE listed companies to de-list and terminate the registration

19

of their common stock on a case-by-case basis, determining
whether the transaction enhances shareholder value.

WFB will generally vote in favor of forward stock splits.           FOR

----------------------------------------------------------- --------------------
Dividends

WFB will vote for  proposals  to  allocate  income and set          FOR
dividends.

WFB will also vote for proposals that authorize a dividend          FOR
reinvestment  program  as it allows  investors  to receive
additional stock in lieu of a cash dividend.

However,  if a proposal  for a special  bonus  dividend is        AGAINST
made  that   specifically   rewards  a  certain  class  of
shareholders  over  another,  WFB will  vote  against  the
proposal.

WFB will also vote  against  proposals  from  shareholders        AGAINST
requesting   management   to   redistribute   profits   or
restructure  investments.  Management  is best  placed  to
determine  how  to  allocate  corporate  earnings  or  set
dividends.

In addition, WFB will vote for proposals to set director            FOR
fees.
----------------------------------------------------------- --------------------

Reduce the Par Value of the Common Stock

WFB will vote for proposals to reduce the par value of common       FOR
stock.
----------------------------------------------------------- --------------------
Preferred Stock Authorization

WFB will generally vote for proposals to create  preferred          FOR
stock in cases where the company expressly states that the
stock  will  not be used as a  takeover  defense  or carry
superior voting rights,  or where the stock may be used to
consummate   beneficial   acquisitions,   combinations  or
financings.

Alternatively,   WFB  will  vote   against   proposals  to        AGAINST
authorize or issue  preferred stock if the board has asked
for the  unlimited  right to set the terms and  conditions

for the stock and may issue it for anti-takeover purposes without shareholder approval (blank check preferred stock).

In addition, WFB will vote against proposals to issue AGAINST preferred stock if the shares to be used have voting rights greater than those available to other shareholders.

WFB will vote for proposals to require shareholder FOR approval of blank check preferred stock issues for other than general corporate purposes (white squire placements).

Finally, WFB will consider on a case-by-case basis CASE-BY-CASE proposals to modify the rights of preferred shareholders and to increase or decrease the dividend rate of preferred stock.

20

----------------------------------------------------------- --------------------
Reclassification of Shares

WFB will  consider  proposals  to  reclassify  a specified     CASE-BY-CASE
class  or  series  of  shares  on  a  case-by-case  basis.

----------------------------------------------------------- --------------------
Preemptive Rights

WFB  will   generally  vote  for  proposals  to  eliminate          FOR
preemptive  rights.  Preemptive  rights are unnecessary to
protect  shareholder  interests  due to the  size  of most
modern   companies,   the  number  of  investors  and  the
liquidity of trading.

In addition,  specifically for foreign  corporations,  WFB          FOR
will vote for issuance  requests with preemptive rights to
a  maximum  of  100%  over  current  issued  capital.   In
addition,  WFB will  vote for  issuance  requests  without
preemptive  rights to a maximum of 20% of currently issued
capital.  These  requests are for the creation of pools of
capital  with a specific  purpose and cover the full range
of corporate financing needs.

----------------------------------------------------------- --------------------
Share Repurchase Plans

   WFB will vote for share repurchase plans, unless:                FOR
   o    there is clear evidence of past abuse of the              AGAINST
        authority; or
   o    the plan contains no safeguards against selective         AGAINST
        buy-backs.

Corporate  stock  repurchases  are  a  legitimate  use  of
corporate  funds  and  can  add to  long-term  shareholder
returns.

----------------------------------------------------------- --------------------
Executive and Director Compensation Plans

WFB will  analyze on a  case-by-case  basis  proposals  on     CASE-BY-CASE
executive or director  compensation  plans,  with the view
that viable  compensation  programs reward the creation of
stockholder  wealth by having a high payout sensitivity to
increases in  shareholder  value.  Such proposals may seek
shareholder  approval to adopt a new plan,  or to increase
shares reserved for an existing plan.

WFB will review the potential cost and dilutive  effect of          FOR
the plan.  After  determining how much the plan will cost,
ISS (Institutional Shareholder Services) evaluates whether
the  cost  is  reasonable  by  comparing  the  cost  to an
allowable  cap. The  allowable  cap is  industry-specific,
market cap-base,  and pegged to the average amount paid by
companies  performing  in the top  quartile  of their peer
groups.  If the proposed cost is below the allowable  cap,
WFB will vote for the plan.  ISS will also apply a pay for
performance overlay in assessing equity-based compensation
plans for Russell 3000 companies.

If the proposed cost is above the allowable  cap, WFB will        AGAINST
vote against the plan.

Among the plan  features that may result in a vote against
the plan are:

o plan  administrators  are given the authority to reprice        AGAINST
or replace underwater options;  repricing  guidelines will
conform to changes in the NYSE and NASDAQ listing rules.

                                       21

WFB will vote against  equity plans that have high average        AGAINST
three-year  burn rate. (The burn rate is calculated as the
total number of stock awards and stock options granted any
given  year  divided  by  the  number  of  common   shares
outstanding.)  WFB will define a high  average  three-year
burn rate as the  following:  The  company's  most  recent
three-year burn rate exceeds one standard deviation of its
four-digit GICS peer group segmented by Russell 3000 index
and non-Russell  3000 index; and the company's most recent
three-year   burn  rate   exceeds  2%  of  common   shares
outstanding.  For  companies  that  grant  both full value
awards  and stock  options to their  employees,  WFB shall
apply a premium  on full  value  awards for the past three
fiscal years.

Even if the equity  plan  fails the above  burn rate,  WFB          FOR
will vote for the plan if the company  commits in a public
filing to a three-year average burn rate equal to its GICS
group burn rate mean plus one standard  deviation.  If the
company  fails to fulfill  its burn rate  commitment,  WFB
will  consider   withholding   from  the  members  of  the
compensation committee.

WFB will  calculate  a higher  award value for awards that     CASE-BY-CASE
have Dividend  Equivalent  Rights (DER's)  associated with
them.

WFB will generally vote for shareholder proposals CASE-BY-CASE requiring performance-based stock options unless the proposal is overly restrictive or the company demonstrates that it is using a substantial portion of

performance-based awards for its top executives.

WFB will vote for shareholder proposals asking the company         FOR
to expense  stock  options,  as a result of the FASB final
rule on expensing stock options.

WFB will  generally  vote  for  shareholder  proposals  to         FOR
exclude pension fund income in the calculation of earnings
used in determining executive bonuses/compensation.

WFB  will  withhold  votes  from  compensation   committee      WITHHOLD
members if they fail to submit one-time transferable stock
options (TSO's) to shareholders for approval.

WFB will generally vote for TSO awards within a new equity         FOR
plan if the total cost of the equity plan is less than the
company's allowable cap.

WFB will generally vote against  shareholder  proposals to       AGAINST
ban future stock option grants to executives.  This may be
supportable  in extreme  cases where a company is a serial
repricer,  has a huge overhang,  or has a highly dilutive,
broad-based  (non-approved)  plans  and is not  acting  to
correct the situation.

WFB will evaluate  shareholder  proposals asking companies     CASE-BY-CASE
to  adopt  holding  periods  for  their  executives  on  a

                                       22

case-by-case basis taking into consideration the company's
current   holding   period  or  officer  share   ownership
requirements, as well as actual officer stock ownership in
the company.

For certain OBRA-related proposals, WFB will vote for plan     CASE-BY-CASE
provisions  that (a) place a cap on annual grants or amend
administrative  features, and (b) add performance criteria
to  existing   compensation   plans  to  comply  with  the
provisions of Section 162(m) of the Internal Revenue Code.

In addition,  director compensation plans may also include     CASE-BY-CASE
stock  plans  that  provide  directors  with the option of
taking all or a portion of their cash  compensation in the
form of stock.  WFB will  consider  these  plans  based on
their voting power dilution.

WFB  will  generally   vote  for   retirement   plans  for         FOR
directors.

Specifically  in  Japan,  WFB  will  vote  against  option       AGAINST

plans/grants to directors or employees of "related companies," even though they meet our criteria for dilution and exercise price, without adequate disclosure and justification.

Specifically in the U.K., WFB will vote against directors AGAINST who have service contracts of three years, which exceed best practice and any change-in-control provisions. Management may propose director nominees who have service contracts that exceed the Combined Code's recommendation of one-year. (The exceptions to the code would be in cases of new recruits with longer notice or contract periods, which should, however, be reduced after the initial period.)

WFB will evaluate compensation proposals (Tax Havens) CASE-BY-CASE requesting share option schemes or amending an existing share option scheme on a case-by-case basis.

Stock options align management interests with those of shareholders by motivating executives to maintain stock price appreciation. Stock options, however, may harm shareholders by diluting each owner's interest. In

addition,  exercising  options  can shift the  balance  of
voting power by increasing executive ownership.

----------------------------------------------------------- --------------------
Bonus Plans

WFB will vote for  proposals  to adopt annual or long-term         FOR
cash  or  cash-and-stock  bonus  plans  on a  case-by-case
basis.  These  plans  enable  companies  qualify for a tax
deduction  under the  provisions of Section  162(m) of the
IRC.  Payouts  under  these plans may either be in cash or
stock and are usually  tied to the  attainment  of certain
financial or other  performance  goals.  WFB will consider
whether  the  plan  is  comparable  to  plans  adopted  by
companies  of similar size in the  company's  industry and
whether it is justified by the company's performance.

For foreign  companies,  proposals to authorize bonuses to     CASE-BY-CASE

                                       23

directors and statutory auditors who are retiring from the
board will be considered on a case-by-case basis.

----------------------------------------------------------- --------------------
Deferred Compensation Plans

WFB will  generally  vote for  proposals to adopt or amend
deferred compensation plans as they allow the compensation
committee   to  tailor  the  plan  to  the  needs  of  the
executives or board of directors, unless

o the  proposal is embedded  in an  executive  or director         FOR
compensation plan that is contrary to guidelines

----------------------------------------------------------- --------------------
Disclosure on Executive or Director Compensation
Cap or Restrict Executive or Director Compensation

WFB will generally vote for shareholder proposals FOR requiring companies to report on their executive

retirement benefits (deferred  compensation,  split-dollar
life insurance, SERPs, and pension benefits.

WFB  will   generally  vote  for   shareholder   proposals         FOR
requesting to put extraordinary benefits contained in SERP
agreements  to a  shareholder  vote,  unless the company's
executive pension plans do not contain excessive  benefits
beyond what is offered under employee-wide plans.

WFB will  generally  vote against  proposals that (a) seek       AGAINST
additional  disclosure  of  information  on  executive  or
director's  pay,  or  (b)  seek  to  limit  executive  and
director pay.

----------------------------------------------------------- --------------------
Golden and Tin Parachutes

WFB  will  vote  for  proposals   that  seek   shareholder         FOR
ratification  of golden or tin parachutes as  shareholders
should have the  opportunity  to approve or  disapprove of
these severance agreements.

Alternatively,  WFB will examine on a  case-by-case  basis     CASE-BY-CASE
proposals  that seek to  ratify  or  cancel  golden or tin
parachutes.  Effective parachutes may encourage management
to consider  takeover bids more fully and may also enhance
employee morale and  productivity.  Among the arrangements
that will be considered on their merits are:

o arrangements  guaranteeing key employees continuation of
base  salary for more than three years or lump sum payment
of more than  three  times  base  salary  plus  retirement
benefits;

o  guarantees  of benefits if a key  employee  voluntarily
terminates;
o  guarantees  of  benefits to  employees  lower than very
senior management; and
o indemnification of liability for excise taxes.

By contrast,  WFB will vote against  proposals  that would       AGAINST
guarantee benefits in a management-led buyout.

                                       24

----------------------------------------------------------- --------------------
Reincorporation

WFB  will  evaluate  a  change  in a  company's  state  of     CASE-BY-CASE
incorporation  on a case-by-case  basis.  WFB will analyze
the  valid  reasons  for  the  proposed  move,   including
restructuring  efforts,  merger  agreements,  and  tax  or
incorporation fee savings.  WFB will also analyze proposed
changes to the company charter and differences between the
states' corporate governance laws.

States have adopted various statutes intended to encourage     CASE-BY-CASE
companies to incorporate  in the state.  These may include

state takeover statutes, control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, and disgorgement provisions. WFB will examine reincorporations on a case-by-case in light of these statutes and in light of the corporate governance features the company has adopted to determine whether the reincorporation is in shareholders' best interests.

In   addition,   WFB  will  also   examine   poison   pill     CASE-BY-CASE
endorsements, severance pay and labor contract provisions,
and anti-greenmail  provisions in the context of a state's
corporate governance laws on a case-by-case basis.

WFB will evaluate shareholder proposals requiring offshore     CASE-BY-CASE
companies  to  reincorporate  into the United  States on a
case-by-case basis.

Reincorporation    proposals    may   have    considerable
implications  for  shareholders,  affecting  the company's
takeover defenses and possibly its corporate structure and
rules of governance.

----------------------------------------------------------- --------------------
Stakeholder Laws

WFB will vote  against  resolutions  that would  allow the       AGAINST
Board   to   consider    stakeholder    interests   (local
communities,  employees,  suppliers, creditors, etc.) when
faced with a takeover offer.

Similarly,  WFB  will  vote  for  proposals  to opt out of         FOR
stakeholder  laws,  which  permit  directors,  when taking
action,  to weight the interests of  constituencies  other
than    shareholders   in   the   process   of   corporate
decision-making.  Such laws allow  directors  to  consider
nearly any factor they deem relevant in discharging  their
duties.

----------------------------------------------------------- --------------------
Mergers/Acquisitions and Corporate Restructurings

WFB will consider proposals on mergers and acquisitions on     CASE-BY-CASE
a   case-by-case   basis.   WFB  will   determine  if  the
transaction  is in  the  best  economic  interests  of the
shareholders.  WFB will take into  account  the  following
factors:

o anticipated financial and operating benefits;
o offer price (cost versus premium);
o prospects for the combined companies;
o how the deal was negotiated;
o changes  in  corporate  governance  and their  impact on
shareholder rights.

                                       25

In  addition,  WFB  will  also  consider  whether  current     CASE-BY-CASE
shareholders  would  control a  minority  of the  combined
company's   outstanding   voting  power,   and  whether  a
reputable  financial  advisor  was  retained  in  order to
ensure the protection of shareholders' interests.

On  all  other  business   transactions,   i.e.  corporate     CASE-BY-CASE
restructuring,  spin-offs, asset sales, liquidations,  and
restructurings,  WFB  will  analyze  such  proposals  on a
case-by-case  basis and utilize the  majority of the above
factors in  determining  what is in the best  interests of
shareholders.  Specifically,  for  liquidations,  the cost
versus premium  factor may not be applicable,  but WFB may
also review the compensation plan for executives  managing
the liquidation,

----------------------------------------------------------- --------------------
Appraisal Rights

WFB  will  vote  for  proposals  to  restore,  or  provide         FOR
shareholders with rights of appraisal. Rights of appraisal
provide  shareholders who are not satisfied with the terms
of certain  corporate  transactions  (such as mergers) the
right to demand a  judicial  review in order to  determine
the fair value of their shares.

----------------------------------------------------------- --------------------
Mutual Fund Proxies

WFB will usually  vote mutual fund proxies as  recommended
by management.  Proposals may include, and are not limited
to, the following issues:

o eliminating  the need for annual meetings of mutual fund         FOR
shareholders;
o  entering   into  or   extending   investment   advisory
agreements and management contracts;
o  permitting  securities  lending  and  participation  in
repurchase agreements;
o changing fees and expenses; and
o changing investment policies.

An investment advisory agreement is an agreement between a
mutual  fund and its  financial  advisor  under  which the
financial  advisor provides  investment advice to the fund
in return for a fee based on the  fund's  net asset  size.
Most  agreements  require that the particular fund pay the
advisor  a fee  constituting  a  small  percentage  of the
fund's  average net daily  assets.  In  exchange  for this
consideration,  the investment  advisor manages the fund's
account,  furnishes investment advice, and provides office
space  and  facilities  to  the  fund.  A  new  investment
advisory  agreement may be  necessitated  by the merger of
the advisor or the advisor's corporate parent.

Fundamental investment restrictions are limitations within a fund's articles of incorporation that limit the investment practices of the particular fund. As fundamental, such restrictions may only be amended or eliminated with shareholder approval. Non-fundamental investment restrictions may be altered by action of the board of trustees.

Distribution agreements are agreements authorized by

26

guidelines established under the Investment Company Act of 1940 and, in particular, Rule 12b-1 thereunder, between a fund and its distributor, which provide that the

distributor  is paid a monthly  fee to promote the sale of
the fund's shares.

Reorganizations  of funds  may  include  the  issuance  of
shares for an  acquisition of a fund, or the merger of one
fund into another for purposes of consolidation.

The  mutual  fund  industry  is  one of  the  most  highly
regulated  industries,  as it is  subject  to:  individual
state law under which the  company is formed;  the federal
Securities  Act of 1933; the federal  Securities  Exchange
Act of 1934;  and the  federal  Investment  Company Act of
1940.

----------------------------------------------------------- --------------------
Social and Environmental Proposals

WFB will generally  vote against social and  environmental        AGAINST
proposals by  shareholders  as their impact on share value
can rarely be  anticipated  with any degree of confidence.
Proposals  that limit the business  activity or capability
of the  company  or  result  in  significant  costs do not
benefit shareholder value.

Social and environmental issues that may arise include:

o Energy and Environment
o Repressive  Regimes and  Foreign  Labor  Practices  (South  Africa,  Northern
  Ireland, China)
o Military Business
o Maquiladora Standards & International Operations Policies
o World Debt Crisis
o Equal Employment Opportunity & Discrimination
o Animal Rights
o Product Integrity and Marketing
o Human Resources Issues
o Political and Charitable Contributions
o Reference to Sexual Orientation
o Pollution or Climate Change
o Genetically Engineered Ingredients/Seeds
o Board Diversity
o Arctic National Wildlife Refuge
o Greenhouse Gas Emissions
o Renewable Energy Sources
o Kyoto Compliance
o Land Use
o Nuclear Safety
o Concentrated Animal Feeding Operations

o Enhanced Environmental Reporting On Operations In Protected Areas
o Toxic Chemicals
o Drug Importation
o Political Contributions
o Animal Testing
o Drug Pricing

27

Western Asset Management Company
PROXY VOTING


BACKGROUND
An investment adviser is required to adopt and implement policies and procedures that we believe are resaonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 ("Advisers Act"). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the rsponsibility for these votes lies with the investment manager.

Policy

     As a fixed income only manager,  the occasion to vote proxies is very rare.
However,  the Firm has adopted and  implemented  policies and procedures that we

believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 ("Advisers Act"). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm's contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).


In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset Management Company Limited) regarding the voting of any securities owned by its clients.

Procedure

Responsibility and Oversight

The Western Asset Legal and Compliance Department ("Compliance Department") is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support ("Corporate Actions"). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

At account start-up, or upon amendment of an IMA, the applicable client IMA are similarly reviewed. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Client Account Transition Team maintains a matrix of proxy voting authority.

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees ("Proxy Recipients") that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

a. Proxies are reviewed to determine accounts impacted.

b. Impacted accounts are checked to confirm Western Asset voting authority.

c. Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts

of interest.)

d. If a material conflict of interest exists,  (i) to the extent reasonably
practicable  and  permitted  by  applicable  law,  the  client is  promptly

notified, the conflict is disclosed and Western Asset obtains the client's proxy voting instructions, and (ii) to the extent that it is not reasonably


practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

e. Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst's or portfolio manager's basis for their decision is documented and maintained by the Legal and Compliance Department.

f. Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

a. A copy of Western Asset's policies and procedures.

b. Copies of proxy statements received regarding client securities.

c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

d. Each written client request for proxy voting records and Western Asset's written response to both verbal and written client requests.

e. A proxy log including:
1. Issuer name;
2. Exchange ticker symbol of the issuer's shares to be voted;
3. Council on Uniform Securities Identification Procedures ("CUSIP") number for the shares to be voted;
4. A brief identification of the matter voted on;
5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;
6. Whether a vote was cast on the matter;
7. A record of how the vote was cast; and
8. Whether the vote was cast for or against the recommendation of the issuer's management team.


Records are maintained in an easily accessible place for five years, the first two in Western Asset's offices.

Disclosure

Western Asset's proxy policies are described in the firm's Part II of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

1. Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

2. Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, "Voting Persons") is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset's substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company's board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

I. Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

1. Matters relating to the Board of Directors


Western Asset votes proxies for the election of the company's nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

d. Votes are cast on a case-by-case basis in contested elections of directors.

2. Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company's long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

a. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

b. Western Asset votes against stock option plans or proposals  that permit
replacing or repricing of underwater options.

c. Western Asset votes  against stock option plans that permit  issuance of

options with an exercise price below the stock's current market price.

d. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

3. Matters relating to Capitalization

The management of a company's capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company's capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

a. Western Asset votes for proposals relating to the authorization of additional common stock.

b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).


c. Western Asset votes for proposals authorizing share repurchase programs.

4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

5. Matters relating to Anti-Takeover Measures

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

6. Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company's name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

a. Western Asset votes on a case-by-case basis on proposals to amend a company's charter or bylaws.

b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

II. Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company's proxy statement. These proposals generally seek to change some aspect of a company's corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company's board of directors on all shareholder proposals, except as follows:

1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

2. Western Asset votes for shareholder proposals that are consistent with Western Asset's proxy voting guidelines for board-approved proposals.

3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

III. Voting Shares of Investment Companies


Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients' portfolios.

2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

IV. Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers - i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company's outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company's outstanding common stock where shareholders have preemptive rights.


STATEMENT OF ADDITIONAL INFORMATION

JOHN HANCOCK TRUST
(formerly, Manufacturers Investment Trust)

(the "Trust")

This Statement of Additional Information is not a prospectus but should be read in conjunction with the Trust's Prospectus dated April 30, 2007 relating to the following ten portfolios: American Asset Allocation Trust, American Bond Trust, American Blue Chip Income and Growth Trust, American Global Growth Trust, American Global Small Capitalization Trust, American Growth Trust, American Growth-Income Trust, American High-Income Bond Trust, American International Trust and American New World Trust. The Trust's Prospectus may be obtained from the Trust, 601 Congress Street, Boston, Massachusetts, 02210.

[The Annual Report dated December 31, 2006 of the Trust is incorporated by reference into this Statement of Additional Information insofar as it relates to the above-named portfolios. The Annual Report is available upon request and without charge by calling (800) 344-1029.]

The date of this Statement of Additional Information is April 30, 2007


TABLE OF CONTENTS

Master-Feeder Structure

Additional Risks of Investing in Each Portfolio

Investment Policies and Restrictions
Portfolio Turnover

Management of the Trust
Investment Management Arrangements
Distributor; Rule 12b-1 Plans of the Portfolios Rule 12b-1 Plans of the Master Funds
Portfolio Brokerage

Purchase and Redemption of Shares

Determination of Net Asset Value of the Master Fund Policy Regarding Disclosure of Portfolio Holdings Shareholders of the Trust
History of the Trust
Organization of the Trust
Additional Information Concerning Taxes
Report to Shareholders
Independent Registered Public Accounting Firms Custodian
Code of Ethics
Proxy Voting Policies

APPENDIX I: Disclosure Regarding Portfolio Managers of the Trust Portfolios

Capital Research Management Company

Applicable to: American Asset Allocation Trust, American Bond Trust, American Blue Chip Income and Growth Trust, American Global Growth Trust, American Global Small Capitalization Trust, American Growth Trust, American Growth-Income Trust, American High-Income Bond Trust, American International Trust and American New World Trust.

APPENDIX II: Proxy Voting Policies

John Hancock Trust (applicable to all Portfolios) Capital Research Management Company

Applicable to: American Asset Allocation Trust, American Bond Trust, American Blue Chip Income and Growth Trust, American Global Growth Trust, American Global Small Capitalization Trust, American Growth Trust, American Growth-Income Trust, American High-Income Bond Trust, American International Trust and American New World Trust.

2

MASTER-FEEDER STRUCTURE

Each portfolio described in this Statement of Additional Information operates as a "feeder fund" which means that the portfolio does not buy investment securities directly. Instead, it invests in a "master fund" which in turn purchases investment securities. Each portfolio has the same investment objective and limitations as its master fund. Each master fund is a series of American Funds Insurance Series ("American Funds"). Each portfolio's master fund is listed below:

TRUST FEEDER FUND

American Asset Allocation Trust
American Blue Chip Income and Growth Trust American Bond Trust
American Global Growth Trust
American Global Small Capitalization Trust American Growth Trust
American Growth-Income Trust
American High-Income Bond Trust
American International Trust
American New World Trust

AMERICAN FUND MASTER FUND

Asset Allocation Fund (Class 1 shares)
Blue Chip Income and Growth Fund (Class 2 shares) Bond Fund (Class 2 shares)
Global Growth Fund (Class 1 shares)
Global Small Capitalization Fund (Class 1 shares) Growth Fund (Class 2 shares)
Growth-Income Fund (Class 2 shares)
High-Income Bond Fund (Class 1 shares)
International Fund (Class 2 shares)
New World Fund (Class 1 shares)

A portfolio may withdraw its entire investment from a master fund at any time the Board of Trustees decides it is in the best interest of the portfolio and its shareholders to do so.

The Board of Trustees of the master fund formulates the general policies of each master fund and meets periodically to review each master fund's performance, monitor investment activities and practices and discuss other matter affecting each master fund.

THE STATEMENT OF ADDITIONAL INFORMATION FOR THE AMERICAN FUND MASTER FUNDS IS DELIVERED TOGETHER WITH THIS STATEMENT OF ADDITIONAL INFORMATION.

ADDITIONAL RISKS OF INVESTING IN EACH PORTFOLIO

The following supplements the disclosure in the prospectus regarding the risks of investing in each portfolio.

Each of the portfolios, except the American Blue Chip Income Trust, American Bond Trust and American Growth Trust, may invest in securities of small and medium sized companies. The risks of investing in such securities are set forth below.

SMALL OR UNSEASONED COMPANIES

- Survival of Small or Unseasoned Companies. Companies that are small or unseasoned (less than 3 years of operating history) are more likely than larger or established companies to fail or not to accomplish their goals. As a result, the value of their securities could decline significantly. These companies are less likely to survive since they are often dependent upon a small number of products, may have limited financial resources and may have a small management group.

- Changes in Earnings and Business Prospects. Small or unseasoned companies often have a greater degree of change in earnings and business prospects than larger or established companies, resulting in more volatility in the price of their securities.

- Liquidity. The securities of small or unseasoned companies may have limited marketability. This factor could cause the value of a portfolio's investments to decrease if it needs to sell such securities when there are few interested buyers.

- Impact of Buying or Selling Shares. Small or unseasoned companies usually have fewer outstanding shares than larger or established companies. Therefore, it may be more difficult to buy or sell large amounts of these shares without unfavorably impacting the price of the security.

3

- Publicly Available Information. There may be less publicly available information about small or unseasoned companies. Therefore, when making a decision to purchase a security for a portfolio, a subadviser may not be aware of problems associated with the company issuing the security.

MEDIUM SIZE COMPANIES

- Investments in the securities of medium sized companies present risks similar to those associated with small or unseasoned companies although to a lesser degree due to the larger size of the companies.

INVESTMENT POLICIES AND RESTRICTIONS

The investment policies and restrictions of each master fund are described in the statement of additional information for the master funds which is delivered together with this statement of additional information.

REPURCHASE AGREEMENTS

Each of the portfolios may invest in repurchase agreements. The following information supplements the information in the prospectus regarding repurchase agreements.

Repurchase agreements are arrangements involving the purchase of an obligation by a portfolio and the simultaneous agreement to resell the same obligation on demand or at a specified future date and at an agreed upon price. A repurchase agreement can be viewed as a loan made by a portfolio to the seller of the obligation with such obligation serving as collateral for the seller's agreement to repay the amount borrowed with interest. Repurchase agreements permit a portfolio the opportunity to earn a return on cash that is only temporarily available. A portfolio may enter into a repurchase agreement with banks, brokers or dealers. However, a portfolio will enter into a repurchase agreement with a broker or dealer only if the broker or dealer agrees to deposit additional collateral should the value of the obligation purchased by the portfolio decrease below the resale price.

Generally, repurchase agreements are of a short duration, often less than one week but on occasion for longer periods. Securities subject to repurchase agreements will be valued every business day and additional collateral will be requested if necessary so that the value of the collateral is at least equal to the value of the repurchase obligation, including the interest accrued thereon.

The portfolios shall engage in a repurchase agreement transactions only with those banks or broker/dealers who meet the portfolios quantitative and qualitative criteria regarding creditworthiness, asset size and collateralization requirements. The counterparties to a repurchase agreement transaction are limited to a:

- Federal Reserve System member bank,

- primary government securities dealer reporting to the Federal Reserve Bank of New York's Market Reports Division, or

- broker/dealer which reports U.S. Government securities positions to the Federal Reserve Board.

Each portfolio will continuously monitor the transaction to ensure that the collateral held with respect to a repurchase agreement equals or exceeds the amount of the respective obligation.

The risk to a portfolio in a repurchase agreement transaction is limited to the ability of the seller to pay the agreed-upon sum on the delivery date. If an issuer of a repurchase agreement fails to repurchase the underlying obligation, the loss to the portfolio, if any, would be the difference between the repurchase price and the underlying obligation's market value. A portfolio might also incur certain costs in liquidating the underlying obligation. Moreover, if bankruptcy or other insolvency proceedings are commenced with respect to the seller, realization upon the underlying obligation by the Trust might be delayed or limited.

4

INVESTMENT RESTRICTIONS

Each portfolio has adopted the following nonfundamental investment restriction to enable it to invest in its corresponding master fund:

Notwithstanding any other investment policy of the portfolio, the portfolio may invest all of its net assets in an open-end management investment company having substantially the same investment objective and limitations as the Portfolio.

Each portfolio has also adopted the same investment restrictions as the master fund in which it invests. Each of the restrictions is fundamental in the case of the master fund. In the case of each portfolio, restrictions 6, 9, 10, 11 and 12 are nonfundamental and all other restrictions are fundamental. Fundamental restrictions may only be changed by a vote of a majority of the outstanding voting securities of a portfolio, which means a vote of the lesser of (i) 67% or more of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares.

When submitting an investment restriction change to the holders of the Trust's outstanding voting securities, the matter shall be deemed to have been effectively acted upon with respect to a particular portfolio if a majority of the outstanding voting securities of the portfolio as described above vote for the approval of the matter, notwithstanding (1) that the matter has not been approved by the holders of a majority of the outstanding voting securities of any other portfolio affected by the matter, and (2) that the matter has not been approved by the vote of a majority of the outstanding voting securities of the Trust.

INVESTMENT RESTRICTIONS OF THE AMERICAN GROWTH TRUST, AMERICAN INTERNATIONAL TRUST, AMERICAN GROWTH-INCOME TRUST, AMERICAN BOND TRUST, AMERICAN BLUE CHIP INCOME AND GROWTH TRUST, AMERICAN GLOBAL GROWTH TRUST, AMERICAN GLOBAL SMALL CAPITALIZATION TRUST, AMERICAN NEW WORLD TRUST, AMERICAN ASSET ALLOCATION TRUST AND AMERICAN HIGH-INCOME BOND TRUST

Each portfolio may not:

1. Invest more than 5% of the value of its the total assets in the securities of any one issuer provided that this limitation shall apply only to 75% of the value of its total assets and, provided further, that the limitation shall not apply to obligations of the government of the U.S. under a general Act of Congress. The short-term obligations of commercial banks are excluded from this 5% limitation with respect to 25% of the portfolio's total assets.

2. As to 75% of its total assets, purchase more than 10% of the outstanding voting securities of an issuer.

3. Invest more than 25% of its total assets in the securities of issuers in the same industry. Obligations of the U.S. government, its agencies and instrumentalities, are not subject to this 25% limitation on industry concentration. In addition, the portfolio may, if deemed advisable, invest more than 25% of its assets in the obligations of domestic commercial banks.

4. Invest in real estate (including limited partnership interests, but excluding securities of companies, such as real estate investment trusts, which deal in real estate or interests therein).

5. Purchase commodities or commodity contracts; except that the American International Trust, the American Bond Trust, American Small Capitalization Trust, American New World Trust, American Asset Allocation Trust and American High-Income Trust may engage in transactions involving currencies (including forward or futures contracts and put and call options).

6. Invest in companies for the purpose of exercising control or management.

7. Make loans to others except for (a) the purchase of debt securities; (b) entering into repurchase agreements; (c) the loaning of its portfolio securities; and (d) entering into loan participations.

8. Borrow money, except from banks for temporary purposes, and then in an amount not in excess of 5% of the value of the fund's total assets. Moreover, in the event that the asset coverage for such borrowings falls below 300%, the portfolio will reduce, within three days, the amount of its borrowings in order to provide for 300% asset coverage.

5

9. Purchase securities on margin.

10. Sell securities short, except to the extent that the portfolio contemporaneously owns or has the right to acquire at no additional cost, securities identical to those sold short.

11. Invest in puts, calls, straddles, spreads or any combination thereof; except as described above in Investment Restriction number 5.

12. Invest in securities of other investment companies, except as permitted by the 1940 Act.

13. Engage in underwriting of securities issued by others, except to the extent it may be deemed to be acting as an underwriter in the purchase or resale of portfolio securities.

Non-fundamental policies - The following non-fundamental policies of the American Global Growth Trust, American Global Small Capitalization Trust, American Growth Trust, American International Trust, American New World Trust, American Blue Chip Income and Growth Trust, American Growth-Income Trust, American Asset Allocation Trust, American Bond Trust, American High-Income Bond Trust may be changed without shareholder approval:

1. the portfolio may not invest more than 15% of its net assets in illiquid securities.

2. the portfolio may not issue senior securities, except as permitted by the 1940 Act.

Notwithstanding investment restriction number 12, the master funds may invest in securities of other managed investment companies if deemed advisable by their officers in connection with the administration of a deferred compensation plan adopted by Trustees pursuant to an exemptive order granted by the Securities and Exchange Commission.

Notwithstanding investment restriction number 13, the portfolios may not engage in the business of underwriting securities of other issuers, except to the extent that the disposal of an investment position may technically constitute the fund an underwriter as that term is defined under the Securities Act of 1933.

Nothwithstanding investment restriction number 7, the American Bond Trust and the American Global Bond Trust may purchase loan assignments.

Investment Restrictions that May Only be Changed Upon 60 Days' Notice to Shareholders

Rule 35d-1 under the 1940 Act requires a registered investment company with a name that suggests that the fund focuses its investments in a particular type of investment or investments in a particular industry to invest at least 80% of its assets in the type of investment suggested by the fund's name. The American Growth Trust, American International Trust, American Growth-Income Trust, the American Blue Chip Income and Growth Trust, American Global Growth Trust, American New World Trust and the American Asset Allocation Trust, are not subject to this requirement.

The American Bond Trust is subject to this requirement and its master fund, the Bond Fund of American Funds Insurance Series ("AFIS"), normally invests at least 80% of its assets in bonds. This investment policy is subject to change only upon 60 days prior notice to shareholders.

The American Global Small Capitalization Trust is subject to this requirement and its master fund, the Global Small Capitalization Fund of AFIS, normally invests at least 80% of its assets in equity securities of companies with small market capitalization, measured at the time of purchase. This investment policy is subject to change only upon 60 days prior notice to shareholders.

The American High-Income Bond Trust is subject to this requirement and its master fund, the High-Income Bond Fund of AFIS normally invests at least 80% of its assets in bonds. This investment policy is subject to change only upon 60 days prior notice to shareholders.

6

PORTFOLIO TURNOVER

The portfolio turnover of the master funds is described in the prospectus for the master funds which is delivered together with the prospectus for the portfolios.

MANAGEMENT OF THE TRUST

MANAGEMENT OF THE TRUST

The business of JHT, an open-end management investment company, is managed by its Board of Trustees, including certain Trustees who are not "interested persons" of the Funds (as defined by the 1940 Act) (the "Independent Trustees"). The Trustees elect officers who are responsible for the day-to-day operations of the Funds and who execute policies formulated by the Trustees. Several of the Trustees and officers of JHT are also officers or Directors of the Adviser, or officers or Directors of the principal distributor to the funds, John Hancock Funds, LLC (the "Distributor"). The tables below present certain information regarding the Trustees and officers of JHT, including their principal occupations. Each Trustee oversees all Funds of JHT, and some Trustees also oversee other funds in the John Hancock fund complex. As of December 31, 2006, the John Hancock fund complex consisted of 262 funds (including separate series of series mutual funds): JHF II (97 funds), John Hancock Funds III (10 funds); John Hancock Trust (102 funds); and 53 other John Hancock funds (the "John Hancock Fund Complex").

Independent Trustees

                                                                                               Number of Funds in
Name, Address and        Position with    Principal  Occupation(s) and Other Directorships        Fund Complex
Birth Year               the Trust (1)                 During Past Five Years                 Overseen by Trustee
-----------------       --------------   --------------------------------------------------   -------------------
Charles L. Bardelis     Trustee          Director, Island                                     184
601 Congress Street     (since 1988)     Commuter Corp. (Marine Transport).
Boston, MA 02210
Born: 1941                               Trustee of John Hancock Funds II (since 2005),
                                         Former Trustee of John Hancock Funds III (2005
                                         to 2006).

Peter S. Burgess        Trustee (since   Consultant (financial, accounting and auditing       184
601 Congress Street     2005)            matters (since 1999); Certified Public
Boston, MA 02210                         Accountant; Partner, Arthur Andersen (prior to
Born: 1942                               1999).

                                         Director of the following publicly traded
                                         companies: PMA Capital Corporation (since 2004)
                                         and Lincoln Educational Services Corporation
                                         (since 2004).

                                         Trustee of John Hancock Funds II (since 2005),
                                         Former Trustee of John Hancock Funds III (2005
                                         to 2006).

Elizabeth G. Cook       Trustee          Expressive Arts Therapist, Massachusetts             184
601 Congress Street     (since 2005)     General Hospital (September 2001 to present);
Boston, MA 02210        (2)              Expressive Arts Therapist, Dana Farber Cancer
Born: 1937                               Institute (September 2000 to January 2004);
                                         President, The Advertising Club of Greater
                                         Boston.

                                         Trustee of John Hancock  Funds II (since 2005),
                                         Former Trustee of John Hancock Funds III (2005
                                         to 2006).

7

Hassell H. McClellan    Trustee          Associate Professor, The Wallace E. Carroll          184
601 Congress Street     (since 2005)     School of Management, Boston College.
Boston, MA 02210        (2)
Born: 1945                               Trustee of John Hancock Funds II (since 2005),
                                         Former Trustee of John Hancock Funds III (2005
                                         to 2006).

James. M. Oates         Trustee          Managing Director, Wydown Group (financial           184
601 Congress Street,    (since 2004)     consulting firm)(since 1994); Chairman,
Boston, MA 02210-2801                    Emerson Investment Management, Inc. (since
Born: 1946                               2000); Chairman, Hudson Castle Group, Inc.
                                         (formerly IBEX Capital Markets, Inc.)
                                         (financial services company) (since 1997).

                                         Director of the following publicly traded
                                         companies: Stifel Financial (since 1996);
                                         Investors Bank and Trust Company (since 1995);
                                         Investor Financial Services Corporation (since
                                         1995); and Connecticut River Bancorp, Director
                                         (since 1998).

                                         Trustee of John Hancock Funds II (since 2005),
                                         Former Trustee of John Hancock Funds III (2005
                                         to 2006).; Director, Phoenix Mutual Funds
                                         (since 1988; overseeing 20 portfolios).

F. David Rolwing        Trustee          Former Chairman, President and CEO, Montgomery       94
601 Congress  Street    (since 1997)     Mutual Insurance Company, 1991 to 1999.
Boston, MA  02210       (3)              (Retired 1999.)
Born: 1934

(1) Because the Trust does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his successor is duly elected and qualified or until he dies, retires, resigns, is removed or becomes disqualified.

(2) Prior to 2004, Ms. Cook and Mr. McClellan were Trustees of John Hancock Variable Series Trust I which was combined with corresponding portfolios of the Trust on April 29, 2005.

(3) Prior to 1997, Mr. Rolwing was a Trustee of Manulife Series Fund, Inc. which was combined with corresponding portfolios of the Trust on December 31, 1996.

JHT from time to time changes subadvisers or engages new subadvisers to the portfolios. A number of such subadvisers are publicly traded companies or are controlled by publicly traded companies. [During the two most recent calendar years, the following disinterested Trustee (or his immediate family member) owned shares (the value of which exceeded $60,000) of a subadviser (or their controlling parent company). Prior to joining the Board in June 2005, Peter S. Burgess and a trust of which he was a trustee owned shares of Bank of America, N.A. (controlling parent of Marsico Capital Management, LLC) and Citigroup, Inc. (controlling parent of Salomon Brothers Asset Management Inc. and Salomon Brothers Asset Management Limited as of the time of the purchase by Mr. Burgess).]

Interested Trustees

                                                                                               Number of Funds in
Name, Address and        Position with    Principal  Occupation(s) and Other Directorships        Fund Complex
Birth Year               the Trust (1)                 During Past Five Years                 Overseen by Trustee
-----------------       --------------   --------------------------------------------------   -------------------
James R. Boyle (2)      Trustee          Chairman and Director, John Hancock Advisers,        262
601 Congress Street     (since 2005)     LLC, The Berkeley Financial Group, LLC (holding
Boston, MA 02210                         company) and John Hancock Funds, LLC.; President,
Born: 1959                               John Hancock Annuities; Executive Vice President,
                                         John Hancock Life Insurance Company (since June,
                                         2004); President U.S. Annuities; Senior Vice
                                         President, The Manufacturers Life Insurance
                                         Company

8

                                         (U.S.A) (prior to 2004).

John D. Richardson      Trustee          Trustee of JHT prior to December 14, 2006.           94
(2)(3) 601 Congress     Emeritus         Retired; Former Senior Executive Vice President,
Street Boston,          (since 2006)     Office of the President, Manulife Financial,
MA 02210                                 February 2000 to March 2002 (Retired, March,
Born: 1938                               2002); Executive Vice President and General
                                         Manager, U.S. Operations, Manulife Financial,
                                         January 1995 to January 2000.

                                         Director  of BNS Split Corp and BNS Split Corp
                                         II,  publicly traded  companies  listed on the
                                         Toronto Stock Exchange.

(1) Because the Trust does not hold regular annual shareholders meetings, each Trustee holds office for an indefinite term until his successor is duly elected and qualified or until he dies, retires, resigns, is removed or becomes disqualified.

(2) The Trustee is an "interested person" (as defined in the 1940 Act) due to his prior position with Manulife Financial Corporation (or its affiliates), the ultimate controlling parent of the investment adviser.

(3) Prior to 1997, Mr. Richardson was a Trustee of Manulife Series Fund, Inc. which merged into the Trust on December 31, 1996.

Principal Officers who are not Trustees

                             Position(s)                                                          Number of Funds in
Name, Address and               Held         Principal  Occupation(s) and Other Directorships        Fund Complex
Birth Year                    with Fund                     During Past 5 Years                  Overseen by Trustee
-----------------          --------------   --------------------------------------------------   -------------------
Keith F. Hartstein (1)     President        Senior Vice President, Manulife Financial            N/A
601 Congress Street        (since 2005)     Corporation (since 2004); Director, President and
Boston, MA 02210                            Chief Executive Officer, the Adviser, The Berkeley
Born: 1956                                  Group, John Hancock Funds, LLC (since 2005);
                                            Director, MFC Global Investment Management (U.S.),
                                            LLC ("MFC Global (U.S.)") (since 2005); Director,
                                            John Hancock Signature Services, Inc. (since
                                            2005); President and Chief Executive Officer, John
                                            Hancock Investment Management Services, LLC (since
                                            2006); President and Chief Executive Officer, John
                                            Hancock Funds II, John Hancock Funds III, and John
                                            Hancock Trust; Director, Chairman and President,
                                            NM Capital Management, Inc. (since 2005);
                                            Chairman, Investment Company Institute Sales Force
                                            Marketing Committee (since 2003); Director,
                                            President and Chief Executive Officer, MFC Global
                                            (U.S.) (2005-2006); Executive Vice President, John
                                            Hancock Funds, LLC (until 2005).

John G. Vrysen (1)         Chief            Senior Vice President, Manulife Financial            N/A
601 Congress Street        Financial        Corporation (since 2006) Executive Vice President
Boston, MA 02210           Officer (since   and Chief Financial Officer, John Hancock Funds,
Born: 1955                 2005)            LLC, July 2005 to present; Senior Vice President
                                            and General Manager, Fixed Annuities, John Hancock
                                            Financial Services, September 2004 to July 2005;
                                            Executive Vice President, Operations, Manulife
                                            Wood Logan, July 2000 to September 2004.

Francis V. Knox, Jr. (1)   Chief            Vice President and Chief Compliance Officer, John    N/A
601 Congress Street        Compliance       Hancock Investment Management

9

Boston, MA 02210           Officer (Since   Services, LLC, the Adviser and MFC Global (U.S.)
Born: 1947                 2005)            (since 2005); Chief Compliance Officer, John
                                            Hancock Funds, John Hancock Funds II, John Hancock
                                            Funds III and John Hancock Trust (since 2005);
                                            Vice President and Assistant Treasurer, Fidelity
                                            Group of Funds (until 2004); Vice President and
                                            Ethics & Compliance Officer, Fidelity Investments
                                            (until 2001).

Gordon M. Shone (1)        Treasurer        Treasurer, John Hancock Funds (since 2006); John     N/A
601 Congress Street        (Since 2005)     Hancock Funds II, John Hancock Funds III and John
Boston, MA 02210                            Hancock Trust (since 2005); Vice President and
Born: 1956                                  Chief Financial Officer, John Hancock Trust
                                            (2003-2005); Senior Vice President, John Hancock
                                            Life Insurance Company (U.S.A.) (since 2001); Vice
                                            President, John Hancock Investment Management
                                            Services, Inc. and John Hancock Advisers, LLC
                                            (since 2006), The Manufacturers Life Insurance
                                            Company (U.S.A.) (1998 to 2000).

Thomas M. Kinzler (1)      Secretary  and   Vice President and Counsel for John Hancock Life     N/A
601 Congress Street        Chief Legal      Insurance Company (U.S.A.) (since 2006); Secretary
Boston, MA 02110           Officer (since   and Chief Legal Officer, John Hancock Funds, John
Born: 1955                 2006)            Hancock Funds II, John Hancock Funds III and John
                                            Hancock Trust (since 2006); Vice President and
                                            Associate General Counsel for Massachusetts Mutual
                                            Life Insurance Company (1999-2006); Secretary and
                                            Chief Legal Counsel for MML Series Investment Fund
                                            (2000-2006); Secretary and Chief Legal Counsel for
                                            MassMutual Institutional Funds (2000-2004);
                                            Secretary and Chief Legal Counsel for MassMutual
                                            Select Funds and MassMutual Premier Funds
                                            (2004-2006).

(1) Affiliated with the Adviser.

DUTIES AND COMPENSATION OF TRUSTEES

JHT is organized as a Massachusetts business trust. Under JHT's Declaration of Trust, the Trustees are responsible for managing the affairs of JHT, including the appointment of advisers and subadvisers. The Trustees may appoint officers of JHT who assist in managing the day-to-day affairs of JHT.

The Board of Trustees met [six] times during JHT's last fiscal year. The Board also has a standing Audit Committee composed of all of the Independent Trustees. The Audit Committee met four during JHT's last fiscal year to review the internal and external accounting and auditing procedures of JHT and, among other things, to consider the selection of an independent accountant for JHT, approve all significant services proposed to be performed by its independent accountants and to consider the possible effect of such services on their independence. The Board of Trustees also has a Nominating Committee composed of all of the Independent Trustees. The Nominating Committee did not met during the last fiscal year. The Nominating Committee will consider nominees recommended by contract owners investing in JHT. Nominations should be forward to the attention of the Secretary of the Trust at 601 Congress Street, Boston, MA 02210.

The Board of Trustees also has a standing Compliance Committee and three Investment Committees. The Compliance Committee reviews and makes recommendation to the full Board regarding certain compliance matters relating to the Trust. The Compliance Committee met four times during the last fiscal year. Each Investment Committee reviews investment

10

matters relating to a particular group of Trust portfolios. Each Investment Committee met four times during the last fiscal year.

JHT does not pay any remuneration to its Trustees who are officers or employees of the Adviser or its affiliates. Trustees not so affiliated receive an annual retainer of $100,000, a fee of $11,000 for each quarterly meeting of the Trustees that they attend in person $2,500 for attending any duly constituted in person special committee meeting. The Chairman of the Board of Trustees receives $60,000 as an annual retainer, payable in quarterly installments of $15,000. The Chairman of the Audit Committee receives $10,000 as an annual retainer, payable in quarterly installments of $2,500. The Chairman of the Compliance Committee receives $7,500 as an annual retainer, payable in quarterly installments of $1,875. Trustees are reimbursed for travel and other out-of-pocket expenses. The President, Treasurer and Secretary are furnished to JHT pursuant to the Advisory Agreement described below and receive no compensation from the Trust. These officers spend only a portion of their time on the affairs of the Trust.

COMPENSATION TABLE(1)

                                            Aggregate Compensation    Total Compensation from
                                                 from JHT for        John Hancock Fund Complex
                                               Fiscal Year Ended       for Fiscal Year Ended
Names of Trustee                               December 31, 2006         December 31, 2006
----------------                            ----------------------   -------------------------
Independent Trustees
Charles L. Bardelis                                $[_____]                   $[_____]
Peter S. Burgess                                   $[_____]                   $[_____]
Elizabeth Cook                                     $[_____]                   $[_____]
Hassell H. McClellan                               $[_____]                   $[_____]
James M. Oates                                     $[_____]                   $[_____]
F. David Rolwing                                   $[_____]                   $[_____]
Trustees Affiliated with the Adviser
James R. Boyle, Trustee                            $     0                    $     0
John D. Richardson, Trustee Emeritus (2)           $     0                    $     0

(1) Compensation received for services as a Trustee. JHT does not have a pension or retirement plan for any of its Trustees or officers. In addition, JHT does not participate in the John Hancock Deferred Compensation Plan for Independent Trustees (the "Plan"). Under the Plan, an Independent Trustee may defer his fees by electing to have the Adviser invest his fees in one of the Funds in the John Hancock Fund Complex that participates in the Plan.

(2) Mr. Richardson retired as Trustee effective December 14, 2006. On such date, Mr. Richardson became a Trustee Emeritus.

TRUSTEE OWNERSHIP OF TRUST PORTFOLIOS

The table below lists the amount of securities of each Trust portfolio beneficially owned by each Trustee as of December 31, 2006 (excluding those portfolios that had not yet commenced operations on December 31, 2006). For purposes of this table, beneficial ownership is defined to mean a direct or indirect pecuniary interest. Please note that exact dollar amounts of securities held are not listed. Rather, ownership is listed based on the following table:

A - $0

B - $1 up to and including $10,000

C - $10,001 up to and including $50,000

D - $50,001 up to and including $100,000

E - $100,001 or more

                                                      Disinterested Trustees*                         Affiliated Trustees
                               --------------------------------------------------------------------   ------------------
                               Charles L.   Peter S.   Elizabeth   Hassell H.   James M.   F. David    James     John D.
Trust Portfolio                 Bardelis     Burgess    G. Cook     McClellan     Oates     Rolwing    Boyle   Richardson
---------------                ----------   --------   ---------   ----------   --------   --------    -----   ----------
500 Index                      A            A          A           A            A          A           A       A
500 Index B                    A            A          A           A            A          A           A       A

11

                                                      Disinterested Trustees*                         Affiliated Trustees
                               --------------------------------------------------------------------   ------------------
                               Charles L.   Peter S.   Elizabeth   Hassell H.   James M.   F. David    James     John D.
Trust Portfolio                 Bardelis     Burgess    G. Cook     McClellan     Oates     Rolwing    Boyle   Richardson
---------------                ----------   --------   ---------   ----------   --------   --------    -----   ----------
Active Bond                    A            A          A           A            A          A           A       A
All Cap Core                   A            A          A           A            A          A           A       A
All Cap Growth                 A            A          A           A            A          A           A       A
All Cap Value                  B            A          A           A            A          A           A       A
American Blue Chip Income
and Growth                     A            A          A           A            A          A           A       A
American Bond                  A            A          A           A            A          A           A       A
American Growth-Income         A            A          A           A            A          A           A       A
American International         A            A          A           A            A          A           A       A
American Growth                A            A          A           A            A          A           A       A
Blue Chip Growth               A            A          A           A            A          A           A       A
Bond Index B                   A            A          A           A            A          A           A       A
Capital Appreciation           A            A          A           A            A          A           A       A
Classic Value                  A            A          A           A            A          A           A       A
Core Bond                      A            A          A           A            A          A           A       A
Core Equity                    A            A          A           A            A          A           A       A
Dynamic Growth                 A            A          A           A            A          A           A       A
Emerging Growth                A            A          A           A            A          A           A       A
Emerging Small Company         A            A          A           A            A          A           A       A
Equity-Income                  A            A          A           A            A          A           A       A
Financial Services(I)          A            A          A           A            A          A           A       A
Fundamental Value(I)           B            A          A           A            A          A           A       A
Global                         A            A          A           A            A          A           A       A
Global Allocation              A            A          A           A            A          A           A       A
Global Bond                    A            A          A           A            A          A           A       A
Growth                         A            A          A           A            A          A           A       A
Growth & Income                B            A          A           A            A          A           A       A
Growth & Income II             A            A          A           A            A          A           A       A
Growth Opportunities           A            A          A           A            A          A           A       A
Health Sciences                A            A          A           A            A          A           A       A
High Yield                     A            A          A           A            A          A           A       A
Income & Value                 A            A          A           A            A          A           A       A
International Equity Index A   A            A          A           A            A          A           A       A
International Equity Index B   A            A          A           A            A          A           A       A
International Growth           A            A          A           A            A          A           A       A

12

                                                      Disinterested Trustees*                         Affiliated Trustees
                               --------------------------------------------------------------------   ------------------
                               Charles L.   Peter S.   Elizabeth   Hassell H.   James M.   F. David    James     John D.
Trust Portfolio                 Bardelis     Burgess    G. Cook     McClellan     Oates     Rolwing    Boyle   Richardson
---------------                ----------   --------   ---------   ----------   --------   --------    -----   ----------
International Opportunities    A            A          A           A            A          A           A       A
International Small Cap        A            A          A           A            A          A           A       A
International Core             A            A          A           A            A          A           A       A
International Value            A            A          A           A            A          A           A       A
Intrinsic Value                A            A          A           A            A          A           A       A
Investment Quality Bond        A            A          A           A            A          A           A       A
Large Cap                      A            A          A           A            A          A           A       A
Large Cap Growth               A            A          A           A            A          A           A       A
Large Cap Value                A            A          A           A            A          A           A       A
Lifestyle Aggressive           A            E          A           A            A          A           C       A
Lifestyle Growth               A            A          A           A            E          A           A       A
Lifestyle Balanced             A            A          E           A            A          A           A       A
Lifestyle Moderate             A            A          A           A            A          A           A       A
Lifestyle Conservative         A            A          A           A            A          A           A       A
Managed                        A            A          A           A            A          A           A       A
Mid Cap Core                   A            A          A           A            A          A           A       A
Mid Cap Index                  A            A          A           A            A          A           A       A
Mid Cap Stock                  A            A          A           A            A          A           A       A
Mid Cap Value                  B            A          A           A            A          A           A       A
Mid Value                      A            A          A           A            A          A           A       A
Money Market                   E            A          A           A            A          A           A       A
Money Market B                 A            A          A           A            A          A           A       A
Natural Resources              B            A          A           A            A          A           A       A
Overseas Equity                A            A          A           A            A          A           A       A
Pacific Rim                    A            A          A           A            A          A           A       A
Quantitative All Cap           A            A          A           A            A          A           A       A
Quantitative Mid Cap           A            A          A           A            A          A           A       A
Quantitative Value             A            A          A           A            A          A           A       A
Real Estate Securities         A            A          A           A            A          A           A       A
Real Return Bond               A            A          A           A            A          A           A       A
Science & Technology           A            A          A           A            A          A           A       A
Short-Term Bond                A            A          A           A            A          A           A       A

13

                                                      Disinterested Trustees*                         Affiliated Trustees
                               --------------------------------------------------------------------   ------------------
                               Charles L.   Peter S.   Elizabeth   Hassell H.   James M.   F. David    James     John D.
Trust Portfolio                 Bardelis     Burgess    G. Cook     McClellan     Oates     Rolwing    Boyle   Richardson
---------------                ----------   --------   ---------   ----------   --------   --------    -----   ----------
Small Cap                      A            A          A           A            A          A           A       A
Small Cap Growth               A            A          A           A            A          A           A       A
Small Cap Index                A            A          A           A            A          A           A       A
Small Cap Opportunities        A            A          A           A            A          A           A       A
Small Cap Value                A            A          A           A            A          A           A       A
Small Company                  A            A          A           A            A          A           A       A
Small Company Growth           A            A          A           A            A          A           A       A
Small Company Value            A            A          A           A            A          A           A       A
Special Value                  A            A          A           A            A          A           A       A
Spectrum Income                A            A          A           A            A          A           A       A
Strategic Bond                 A            A          A           A            A          A           A       A
Strategic Income               A            A          A           A            A          A           A       A
Strategic Opportunities        A            A          A           A            A          A           A       A
Strategic Value                A            A          A           A            A          A           A       A
Total Return                   A            A          A           A            A          A           A       A
Total Stock Market Index       A            A          A           A            A          A           A       A
U.S. Global Leaders Growth     A            A          A           A            A          A           A       A
U.S. Government Securities     A            A          A           A            A          A           A       A
U.S. High Yield Bond           A            A          A           A            A          A           A       A
U.S. Large Cap                 A            A          A           A            A          A           A       A
U.S. Multi Sector              A            A          A           A            A          A           A       A
Utilities                      A            A          A           A            A          A           A       A
Value                          B            A          A           A            A          A           A       A
Value & Restructuring          A            A          A           A            A          A           A       A
Value Opportunities            A            A          A           A            A          A           A       A
Vista                          A            A          A           A            A          A           A       A
All Trust Portfolios           E            E          E           A            E          A           C       A

Ms. Cook and Messrs. Bardelis, Boyle, Burgess, McClellan and Oates are also Trustees of John Hancock Funds II, which are within the same family of investment companies as the Trust. [As of December 31, 2006, none of these Trustees owned any shares of any fund in John Hancock Funds II.]

INVESTMENT MANAGEMENT ARRANGEMENTS

14

The funds are feeder funds and as such do not have an investment adviser. For information regarding the investment adviser to the master funds see the master fund statement of additional information which is delivered together with this statement of additional information.

DISTRIBUTOR; RULE 12B-1 PLANS OF THE FUNDS

John Hancock Distributors, LLC (the "Distributor") located at 601 Congress Street, Boston, MA 02210 is the distributor and principal underwriter of the Trust and distributes shares of Trust on a continuous basis. Other than the Rule 12b-1 payments described below, the Distributor does not receive compensation from the Trust.

The Board of Trustees of the Trust has approved a Rule 12b-1 Plan (the "Plans") for both Series I and Series II shares of the funds and for Series III shares of the following Funds: American Asset Allocation Trust, American Global Growth Trust, American Global Small Capitalization Trust, American High-Income Trust and American New World Trust. The purpose of each Plan is to encourage the growth and retention of assets of the series of each Fund subject to the Plan.

Series I shares of each Fund are subject to the following Rule 12b-1 fees:

- American Growth Trust, American International Trust, American Growth-Income Trust, American Bond Trust and American Blue Chip Income and Growth Trust are subject to a Rule 12b-1 fee of .35% of Series I share average daily net assets. In addition, each Fund invests in Class 2 shares of its corresponding American Fund Master Fund that pay a Rule 12b-1 fee of .25% of average net assets of the master fund.

- American Global Growth Trust, American Global Small Capitalization Trust, American New World Trust, American Asset Allocation Trust and American High-Income Bond Trust are subject to a Rule 12b-1 fee of .60% of Series I share average daily net assets (of which 0.25% of the Series I Rule 12b-1 fee is a "service fee" as defined in Rule 2830(b)(9) of the Conduct Rules of the National Association of Securities Dealers, Inc ("NASD")). Each Fund invests in Class 1 shares of its corresponding American Fund master fund which do not pay a Rule 12b-1 fee.

Series II shares of each Fund are subject to the following Rule 12b-1 fee:

- American Growth Trust, American International Trust, American Growth-Income Trust, American Bond Trust and American Blue Chip Income and Growth Trust are subject to a Rule 12b-1 fee of .50% of Series II share average daily net assets. In addition, each Fund invests in Class 2 shares of its corresponding American Fund master fund that pay a Rule 12b-1 fee of .25% of average net assets of the master fund.

- American Global Growth Trust, Global Small Capitalization Trust, New World Trust, Asset Allocation Trust and High-Income Bond Trust are subject to a Rule 12b-1 fee of .75% of Series II share average daily net assets (of which 0.25% of the Series II Rule 12b-1 fee is a "service fee" as defined in Rule 2830(b)(9) of the Conduct Rules of the NASD). Each Fund invests in Class 1 shares of its corresponding American Fund master fund which do not pay a Rule 12b-1 fee.

15

Series III shares of the following Funds are subject to a Rule 12b-1 fee of 0.25% of Series III share average daily net assets (all of which is a "service fee" as defined in Rule 2830(b)(9) of the Conduct Rules of the NASD): American Asset Allocation Trust, American Global Growth Trust, American Global Small Capitalization Trust, American High-Income Bond Trust and American New World Trust. Series III shares of the following Funds are not subject to a Rule 12b-1 fee: the American Blue Chip Income and Growth Trust, American Bond Trust, American Growth-Income Trust, American Growth Trust and American International Trust. However, each Fund invests in Class 2 shares of its corresponding American Fund Master Fund which are subject to a 0.25% Rule 12b-1 fee:

SERIES I SHARES

PORTFOLIO                                    DISTRIBUTION PAYMENT
---------                                    --------------------
American Growth Trust                               $_____
American International Trust                         _____
American Growth-Income Trust                         _____
American Blue Chip Income and Growth Trust           _____
American Bond Trust                                  _____
American Global Growth Trust                         _____
American Global Small Capitalization Trust           _____
American New World Trust                             _____
American Asset Allocation Trust                      _____
American High-Income Bond Trust                      _____

SERIES II SHARES

PORTFOLIO                                    DISTRIBUTION PAYMENT
---------                                    --------------------
American Growth Trust                               $_____
American International Trust                         _____
American Growth-Income Trust                         _____
American Blue Chip Income and Growth Trust           _____
American Bond Trust                                  _____

16

American Global Growth Trust                         _____
American Global Small Capitalization Trust           _____
American New World Trust                             _____
American Asset Allocation Trust                      _____
American High-Income Bond Trust                      _____

RULE 12B-1 PLANS OF THE MASTER FUNDS

Each master fund has adopted a Plan of Distribution (the "Master Fund Plan") for its Class 2 shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Master Fund Plan the funds may pay 0.25% of each fund's average net assets annually (Class 2 shares only) to finance any distribution activity which is primarily intended to benefit the Class 2 shares of the funds, provided that the Board of Trustees of the funds has approved the categories of expenses for which payment is being made.

For additional information regarding the Master Fund Plan see the master fund, statement of additional information which is delivered together with this statement of additional information.

Class 1 shares of each master fund have not adopted Rule 12b-1 Plans.

PORTFOLIO BROKERAGE

For information regarding portfolio brokerage of each master fund see the master funds statement of additional information which is delivered together with this statement of additional information.

PURCHASE AND REDEMPTION OF SHARES

The Trust will redeem all full and fractional portfolio shares for cash at the net asset value per share of each portfolio. Payment for shares redeemed will generally be made within seven days after receipt of a proper notice of redemption. However, the Trust may suspend the right of redemption or postpone the date of payment beyond seven days during any period when:

- trading on the New York Stock Exchange is restricted, as determined by the SEC, or such exchange is closed for other than weekends and holidays;

- an emergency exists, as determined by the SEC, as a result of which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust fairly to determine the value of its net assets; or

- the SEC by order so permits for the protection of security holders of the Trust.

DETERMINATION OF NET ASSET VALUE OF THE MASTER FUND

For information regarding the determination of net asset value of the master fund see the master fund statement of additional information which is delivered together with the statement of additional information.

POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS

It is the policy of the Trust to provide Nonpublic Information (as defined below) regarding Trust portfolio holdings to Nonaffiliated Persons (as defined below) of the Trust only in the limited circumstances noted below. It is also the policy of the Trust only to provide Nonpublic Information regarding portfolio holdings to any person, including Affiliated Persons (as defined below), on a "need to know" basis (i.e., the person receiving the information must have a legitimate business purpose for obtaining the information prior to it being publicly available). The Trust considers Nonpublic Information regarding Trust portfolio holdings to be confidential and the intent of the Trust's policy regarding disclosure of portfolio holdings is to guard against selective disclosure of such information in a manner that could disadvantage Trust shareholders.

Nonpublic Information. Portfolio holdings are considered Nonpublic Information until such holdings are posted on the website listed below or until filed with the SEC via Edgar on either Form N-CSR or Form N-Q.

"Affiliated Person" are persons affiliated with: (a) the Trust, (b) the Trust's Adviser or principal underwriter or any

17

affiliate of either entity, (c) the Adviser's ultimate parent, Manulife Financial Corporation ("MFC") or any affiliate thereof, (d) in the case of a particular Trust portfolio, the subadviser to the portfolio, or any affiliate of the subadviser, (e) the Trust's custodian and (e) the Trust's certified public accountants.

"Nonaffiliated Persons" is any person who is not an Affiliated Person.

Disclosure of Portfolio Holdings to Nonaffiliated Persons

Subject to the pre-approval of the Trust's Chief Compliance Officer, the Trust or its Adviser, principal underwriter or any of its subadvisers (or any of their affiliates) may provide Nonpublic Information regarding Trust portfolio holdings to Nonaffiliated Persons in the circumstances listed below.

1. RATING ORGANIZATIONS

Nonpublic Information regarding Trust portfolio holdings may be provided to ratings organizations, such as Morningstar and Lipper, for the purpose of reviewing the portfolio, the Adviser or subadviser if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

2. VESTEK (THOMPSON FINANCIAL)

Nonpublic Information regarding Trust portfolio holdings may be provided to Vestek (Thompson Financial) or other entities for the purpose of compiling reports and preparing data for use by the Trust or any Affiliated Person if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

3. PROXY VOTING SERVICES

Nonpublic Information regarding Trust portfolio holdings may be provided to proxy voting services for the purpose of voting proxies relating to Trust portfolio holdings if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

4. COMPUTER SOFTWARE

Nonpublic Information regarding Trust portfolio holdings may be provided to entities providing computer software to the Trust (for example, for the purpose of generating Trust compliance reports or reports relating to proxy voting) if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.

5. COURTS AND REGULATORS

Nonpublic Information regarding Trust portfolio holdings may be provided to any court or regulator with jurisdiction over the Trust, the adviser, MFC or any subadviser to a Trust portfolio (or any of their affiliates) if such information is requested by such court or regulator.

6. OTHER PERSONS

Nonpublic Information regarding Trust portfolio holdings may be provided to other persons or entities if approved by the Chief Compliance Officer of the Trust or his or her designee (collectively, the "CCO"). In determining whether to approve such disclosure the CCO shall consider: (a) the purpose of providing such information, (b) the procedures that will be used to ensure that such information remains confidential and is not traded upon and (c) whether such disclosure is in the best interest of the shareholders of the Trust.

The Trust generally requires that each such person or entity execute a written agreement requiring such person/entity to keep the portfolio holdings confidential and to not trade based on information relating to such holdings. However, there may be certain circumstances where such an agreement is not required. In such case, disclosure of Nonpublic Information will be approved if the conditions stated above are met.

The CCO shall report to Board of Trustees whenever additional disclosures of portfolio holdings are approved. This report shall be at the board meeting following such approval.

Disclosure of Portfolio Holdings to Affiliated Persons

18

The CCO must pre-approve the provision of any Nonpublic Information regarding portfolio holdings to any Affiliated Persons other than those listed below under "Pre-Approved Affiliated Persons" ("Other Affiliated Persons") and report such approval to the Board of Trustees at the board meeting following such approval. The persons listed below under "Pre-Approved Affiliated Persons" have been exempt from such pre-approval. In the case of persons listed in II, III and IV in this section, their employers shall provide the CCO reasonable assurances that Nonpublic Information will be kept confidential and that such employees are prohibited from trading on such information.

In determining whether to approve such disclosure of Nonpublic Information regarding portfolio holdings to any Other Affiliated Persons the CCO shall consider: (a) the purpose of providing such information, (b) the procedures that will be used to ensure that such information remains confidential and is not traded upon and (c) whether such disclosure is in the best interest of the shareholders of the Trust. In the case of a conflict between (a) the interests of the shareholders of the Trust, on the one hand, and (b) the interests of any affiliated person of the Trust, the Trust's Adviser (including any subadviser), the Trust's principal underwriter or any of their affiliated persons, on the other, the procedures set forth under "Resolution of Conflicts of Interest" below shall be followed.

The Trust generally requires that any Other Affiliated Persons execute a written agreement requiring such person to keep the portfolio holdings confidential and to not trade based on information relating to such holdings. However, the Trust may grant exemptions to such requirement on a case by case basis. In such case, disclosure of Nonpublic Information will be approved if the conditions stated above are met.

Receipt of Compensation

Neither the Trust, the Trust's Adviser, the Trust's subadvisers nor any of their affiliates may receive compensation or other consideration in connection with the release to any person of Nonpublic Information regarding Trust portfolio holdings. Neither the Trust, the Trust's Adviser, the Trust's subadvisers nor any of their affiliates will release Nonpublic Information to any person if such entity has knowledge that such person has received, is receiving or will receive compensation or other consideration in connection with the release of Nonpublic Information regarding Trust portfolio holdings.

Resolution of Conflicts of Interest

If the Trust or its adviser or principal underwriter or any of its subadvisers (or any of their affiliates) desire to provide Nonpublic Information regarding Trust portfolio holdings to a Nonaffiliated Person and the CCO believes there is a potential conflict between (a) the interests of the shareholders of the Trust, on the one hand, and (b) the interests of any affiliated person of the Trust, the Trust's investment adviser (including any subadviser), the Trust's principal underwriter or any of their affiliated persons, on the other, the CCO shall refer the conflict to the Board of Trustees of the Trust who shall only permit such disclosure of the Nonpublic Information if in their reasonable business judgment they conclude such disclosure will not be harmful to the Trust.

Posting of Trust Portfolio Holdings on a Website

If the Trust desires to post on its website Trust portfolio holdings that have not yet been disclosed in a publicly available filing with the SEC that is required to include such information (e.g., a Form N-CSR or a Form N-Q), then the Trust shall disclose the following in its prospectus:

1. the nature of the information that will be available, including both the date as of which the information will be current (e.g. calendar quarter-end) and the scope of the information (e.g., complete portfolio holdings, the portfolio's largest 10 holdings);

2. the date when the information will first become available and the period for which the information will remain available, which shall end no earlier than the date on which the Trust files its Form N-CSR or Form N-Q with the SEC for the period that includes the date as of which the website information is current; and

3. the location of the website where either the information or a prominent hyperlink (or series of prominent hyperlinks) to the information will be available.

Trust Portfolio Holdings Currently Posted on a Website

Each of the Lifestyle Trusts invests in shares of other Trust portfolios. The holdings of each Lifestyle Trust in other Trust portfolios will be posted to the website listed below within 30 days after each calendar quarter end and within 30 days after any material change is made to the holdings of a Lifestyle Trust. In addition, the ten largest holdings of each Trust portfolio will be posted to the website listed below 30 days after each calendar quarter end. The information described above will remain on the website until the date the Trust files its Form N-CSR or Form N-Q with the SEC for the period

19

that includes the date as of which the website information is current. The Trust's Form N-CSR and Form N-Q will contain each portfolio's entire portfolio holdings as of the applicable calendar quarter end.

http://www.johnhancockannuities.com/Marketing/Portfolio/PortfolioIndexPage.aspx

Changes in Policy

Any material changes to the policy regarding disclosure of Nonpublic Information Regarding Trust portfolio holdings must be approved by the Trust Board of Trustees.

Reports to the Trust's Board of Trustees

The CCO shall report any material issues that may arise under this policy to the Trust Board of Trustees.

Applicability of Policy to the Trust's Adviser and Subadvisers

This policy shall apply to the Trust's Adviser and each of its subadvisers.

Pre-Approved Affiliated Persons

I. Employees* of John Hancock Life Insurance Company (U.S.A.) or John Hancock Life Insurance Company of New York who are subject to the Code of Ethics of the Trust, the Trust's investment adviser, John Hancock Investment Management Services LLC or the Trust's principal underwriter, John Hancock Distributors LLC.

II. Employees* of a Subadviser or any Affiliate of a Subadviser who provide services to the Trust.

III. Employees* of the Trust's custodian who provide services to the Trust.

IV. Employees* and partners of the Trust's certified public accounting firm who provide services to the Trust.

* Includes temporary employees

SHAREHOLDERS OF THE TRUST

The Trust currently serves as the underlying investment medium for premiums and purchase payments invested in variable contracts issued by insurance companies affiliated with Manulife Financial, the ultimate controlling parent of the Adviser.

Control Persons. As of ______, 2007, no one was considered a control person of any of the portfolios of the Trust. A control person is one who has beneficial ownership of more than 25% of the voting securities of a portfolio or who acknowledges or asserts having or is adjudicated to have control of a portfolio.

Shareholders. As of ______, 2007, the shareholders of the Trust ("Trust Shareholders") are as follows:

(a) the insurance companies affiliated with Manulife Financial discussed above (the "Manulife Insurance Companies"). (Each insurance company that is a shareholder of the Trust holds of record in its separate accounts Trust shares attributable to variable contracts),

(b) the Lifestyle Trusts, the Index Allocation Trust and the Absolute Return Trust, each of which invests in and holds of record shares of underlying Trust portfolios (These portfolios are not shareholders of any of the Trust Feeder Funds.).

The Trust may be used for other purposes in the future, such as funding annuity contracts issued by other insurance companies. Trust shares are not offered directly to, and may not be purchased directly by, members of the public. The paragraph below lists the entities that are eligible to be shareholders of the Trust.

20

Entities Eligible to Be Shareholders of the Trust. In order to reflect the conditions of Section 817(h) and other provisions of the Code and regulations thereunder, shares of the Trust may be purchased only by the following eligible shareholders:

(a) separate accounts of the Manulife Insurance Companies and other insurance companies;

(b) the Manulife Insurance Companies and certain of their affiliates; and

(c) any trustee of a qualified pension or retirement plan.

Voting of Shares by the Insurance Companies and the Trust. The Manulife Insurance Companies have the right to vote upon matters that may be voted upon at any Trust shareholders' meeting. These companies will vote all shares of the portfolios of the Trust issued to them in proportion to the timely voting instructions received from owners of variable contracts participating in the separate accounts of such companies that are registered under the Investment Company Act of 1940 ("Contract Owner Instructions"). In addition, the Trust will vote all shares of the portfolios issued to the Lifestyle Trusts, the Index Allocation Trust and the Absolute Return Trust in proportion to Contract Owner Instructions.

Mixed Funding. Shares of the Trust may be sold to the Trust Shareholders described above. The Trust currently does not foresee any disadvantages to any Trust Shareholders arising from the fact that the interests of those investors may differ. Nevertheless, the Trust's Board of Trustees will monitor events in order to identify any material irreconcilable conflicts which may possibly arise due to differences of tax treatment or other considerations and to determine what action, if any, should be taken in response thereto. Such an action could include the withdrawal of a Trust Shareholder from investing in the Trust.

Principal Holders. As of ______, 2007, four of the Manulife Insurance Companies
- John Hancock Life Insurance Company (USA ("JHLICO (USA)"), John Hancock Life Insurance Company of New York ("JHLICO New York"), John Hancock Life Insurance Company ("JHLICO") and John Hancock Variable Life Insurance Company ("JHVLICO") -- owned of record all of the outstanding Series I and II shares of the American Growth Trust, the American International Trust, the American Blue Chip Income and Growth Trust, the American Bond Trust and the American Growth-Income Trust. As of such date, the American Global Growth Trust, American Global Small Capitalization Trust, American New World Trust, American Asset Allocation Trust and American High-Income Bond Trust did not have any shareholders.

Trustees and officers of the Trust, in the aggregate, own or have the right to provide voting instructions for less than 1% of the outstanding shares of the American Growth Trust, the American International Trust, the American Blue Chip Income and Growth Trust, the American Bond Trust, the American Growth-Income Trust, American Global Growth Trust, American Global Small Capitalization Trust, American New World Trust, American Asset Allocation Trust and American High-Income Bond Trust.

HISTORY OF THE TRUST

Trust Name Change. Prior to January 1, 2005, the name of the Trust was Manufacturers Investment Trust. Prior to October 1, 1997, the name of the Trust was NASL Series Trust.

Organization of the Trust. The Trust was originally organized on August 3, 1984 as "NASL Series Fund, Inc." (the "Fund"), a Maryland corporation. Effective December 31, 1988, the Fund was reorganized as a Massachusetts business trust. Pursuant to such reorganization, the Trust assumed all the assets and liabilities of the Fund and carried on its business and operations with the same investment management arrangements as were in effect for the Fund at the time of the reorganization. The assets and liabilities of each of the Fund's separate portfolios were assumed by the corresponding portfolios of the Trust.

ORGANIZATION OF THE TRUST

Classification. The Trust is a no-load, open-end management investment company registered with the SEC under the 1940 Act. Each of the portfolios described in this Statement of Additional Information is diversified for purposes of the 1940 Act.

Powers of the Trustees of the Trust. Under Massachusetts law and the Trust's Declaration of Trust and By-Laws, the management of the business and affairs of the Trust is the responsibility of its Trustees.

The Declaration of Trust authorizes the Trustees of the Trust without shareholder approval to do the following:

21

- Issue an unlimited number of full and fractional shares of beneficial interest having a par value of $.01 per share;

- Divide such shares into an unlimited number of series of shares and to designate the relative rights and preferences thereof;

- Issue additional series of shares or separate classes of existing series of shares;

- Approve mergers of series (to the extent consistent with applicable laws and regulations); and

- Designate a class of shares of a series as a separate series.

Shares of the Trust. The shares of each portfolio, when issued and paid for, will be fully paid and non-assessable and will have no preemptive or conversion rights. Shares of each portfolio have equal rights with regard to redemptions, dividends, distributions and liquidations with respect to that portfolio. Holders of shares of any portfolio are entitled to redeem their shares as set forth under "Purchase and Redemption of Shares."

Each issued and outstanding share is entitled to participate equally in dividends and distributions declared by the respective portfolio and upon liquidation in the net assets of such portfolio remaining after satisfaction of outstanding liabilities. For these purposes and for purposes of determining the sale and redemption prices of shares, any assets that are not clearly allocable to a particular portfolio will be allocated in the manner determined by the Trustees. Accrued liabilities which are not clearly allocable to one or more portfolios will also be allocated among the portfolios in the manner determined by the Trustees.

Shareholder Voting. Shareholders of each portfolio of the Trust are entitled to one vote for each full share held (and fractional votes for fractional shares held) irrespective of the relative net asset values of the shares of the portfolio. All shares entitled to vote are voted by series. However, when voting for the election of Trustees and when otherwise permitted by the 1940 Act, shares are voted in the aggregate and not by series. Only shares of a particular portfolio are entitled to vote on matters determined by the Trustees to affect only the interests of that portfolio. Pursuant to the 1940 Act and the rules and regulations thereunder, certain matters approved by a vote of a majority of all the shareholders of the Trust may not be binding on a portfolio whose shareholders have not approved such matter. There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until less than a majority of the Trustees holding office has been elected by shareholders, at which time the Trustees then in office will call a shareholders' meeting for the election of Trustees. Holders of not less than two-thirds of the outstanding shares of the Trust may remove a Trustee by a vote cast in person or by proxy at a meeting called for such purpose. Shares of the Trust do not have cumulative voting rights, which means that the holders of more than 50% of the Trust's shares voting for the election of Trustees can elect all of the Trustees if they so choose. In such event, the holders of the remaining shares would not be able to elect any Trustees.

Shareholder Liability. Under Massachusetts law, shareholders of the Trust could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Trustees or any officer of the Trust. The Declaration of Trust also provides for indemnification out of the property of a Trust portfolio for all losses and expenses of any shareholder held personally liable for the obligations of such portfolio. In addition, the Declaration of Trust provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon, but only out of the property of the affected portfolio. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a particular portfolio would be unable to meet its obligations.

ADDITIONAL INFORMATION CONCERNING TAXES

The following discussion is a general and abbreviated summary of certain additional tax considerations affecting a portfolio and its shareholders. It is based on current federal income tax laws which may be changed by legislative, judicial or administrative action, possibly with retroactive effect. No attempt is made to present a detailed explanation of all Federal, state, local and foreign tax concerns, and the discussions set forth here and in the Prospectus do not constitute tax advice. Investors are urged to consult their own tax advisors with specific questions relating to Federal, state, local or foreign taxes.

Since the portfolios' shareholders are the principally (i) life insurance companies whose separate accounts invest in the Portfolios for purposes of funding variable annuity and variable life insurance contracts and (ii) trustees of qualified pension and retirement plans, no discussion is included herein as to the U.S. Federal income tax consequences to the holder of a variable annuity or life insurance contract who allocates investments to a portfolio. For information concerning the U.S. Federal income tax consequences to such holders, see the prospectus for such contract. Holders of variable annuity or life insurance contracts should consult their tax advisors about the application of the provisions of the tax law described in this Statement of Additional Information in light of their

22

particular tax situations.

The Trust believes that each portfolio will qualify as a regulated investment company under Subchapter M of the Code. If any portfolio of the Trust does not qualify as a regulated investment company, it will be subject to U.S. Federal income tax on its net investment income and net capital gains. As a result of qualifying as a regulated investment company, each portfolio will not be subject to U.S. Federal income tax on its net investment income (i.e., its investment company taxable income, as that term is defined in the Code, determined without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of its net realized long-term capital gain over its net realized short-term capital loss), if any, that it distributes to its shareholders in each taxable year, provided that it distributes to its shareholders at least 90% of its net investment income for such taxable year.

A portfolio will be subject to a non-deductible 4% excise tax to the extent that it does not distribute by the end of each calendar year (a) at least 98% of its ordinary income for the calendar year; (b) at least 98% of its capital gain net income for the one-year period ending, as a general rule, on October 31 of each year; and (c) 100% of the undistributed ordinary income and capital gain net income from the preceding calendar years (if any) pursuant to the calculations in (a) and (b). For this purpose, any income or gain retained by a portfolio that is subject to corporate tax will be considered to have been distributed by year-end. To the extent possible, each portfolio intends to make sufficient distributions to avoid the application of both corporate income and excise taxes. Under current law, distributions of net investment income and net capital gain are not taxed to a life insurance company to the extent applied to increase the reserves for the company's variable annuity and life insurance contracts.

To qualify as a regulated investment company, a portfolio must, among other things, derive its income from certain sources. Specifically, in each taxable year a portfolio must derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in stock, securities or currencies.

To qualify as a regulated investment company, a portfolio must also satisfy certain requirements with respect to the diversification of its assets. A portfolio must have, at the close of each quarter of the taxable year, at least 50% of the value of its total assets represented by cash, cash items, United States Government securities, securities of other regulated investment companies, and other securities which, in respect of any one issuer, do not represent more than 5% of the value of the assets of the portfolio nor more than 10% of the voting securities of that issuer. In addition, at those times not more than 25% of the value of the portfolio's assets may be invested in securities (other than United States Government securities or the securities of other regulated investment companies) of any one issuer, or of two or more issuers which the portfolio controls and which are engaged in the same or similar trades or businesses or related trades or businesses.

On December 16, 2005, the Internal Revenue Service issued a revenue ruling that would cause certain income from commodity-linked derivatives in which certain Portfolios invest to not be considered qualifying income after June 30, 2006 for purposes of the 90% test described in the preceding paragraph. This revenue ruling limits the extent to which a Portfolio may receive income from such-commodity-linked derivatives after June 30, 2006 to a maximum of 10% of its gross income.

Because the Trust complies with the ownership restriction of Treas. Reg. Section 1.817-5(f) (no direct ownership by the public), each insurance company separate account will be treated as owning its proportionate share of the assets of any portfolio in which it invests, provided that the portfolio qualifies as a regulated investment company. Therefore, each portfolio intends and expects to meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Code. These requirements generally provide that no more than 55% of the value of the assets of a portfolio may be represented by any one investment; no more than 70% by any two investments; no more than 80% by any three investments; and no more than 90% by any four investments. For these purposes, all securities of the same issuer are treated as a single investment and each United States government agency or instrumentality is treated as a separate issuer.

A portfolio may make investments that produce income that is not matched by a corresponding cash distribution to the portfolio, such as investments in pay-in-kind bonds or in obligations such as certain Brady Bonds and zero-coupon securities having original issue discount (i.e., an amount equal to the excess of the stated redemption price of the security at maturity over its issue price), or market discount (i.e., an amount equal to the excess of the stated redemption price at maturity of the security (appropriately adjusted if it also has original issue discount) over its basis immediately after it was acquired) if the portfolio elects to accrue market discount on a current basis. In addition, income may continue to accrue for Federal income tax purposes with respect to a non-performing investment. Any such income would be treated as income earned by a portfolio and therefore would be subject to the distribution requirements of the Code. Because such income may not be matched by a corresponding cash distribution to a portfolio, such portfolio may be required to borrow money or dispose of other securities to be able

23

to make distributions to its investors. In addition, if an election is not made to currently accrue market discount with respect to a market discount bond, all or a portion of any deduction for any interest expense incurred to purchase or hold such bond may be deferred until such bond is sold or otherwise disposed.

Certain of the portfolios may engage in hedging or derivatives transactions involving foreign currencies, forward contracts, options and futures contracts (including options, futures and forward contracts on foreign currencies) and short sales. Such transactions will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by a portfolio (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income of a portfolio and defer recognition of certain of the portfolio's losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. In addition, these provisions (1) will require a portfolio to "mark-to-market" certain types of positions in its portfolio (that is, treat them as if they were closed out) and (2) may cause a portfolio to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirement and avoid the 4% excise tax. Each portfolio intends to monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any option, futures contract, forward contract or hedged investment in order to mitigate the effect of these rules.

Portfolios investing in foreign securities or currencies may be required to pay withholding or other taxes to foreign governments. Foreign tax withholding from dividends and interest, if any, is generally imposed at a rate between 10% and 35%. If a portfolio purchases shares in a "passive foreign investment company" (a "PFIC"), the portfolio may be subject to U.S. Federal income tax on a portion of any "excess distribution" or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the portfolio to its shareholders. Additional charges in the nature of interest may be imposed on the portfolio in respect of deferred taxes arising from such distributions or gains. If a portfolio were to invest in a PFIC and elected to treat the PFIC as a "qualified electing fund" under the Code, in lieu of the foregoing requirements, the portfolio would be required to include in income each year a portion of the ordinary earnings and net capital gain of the qualified electing fund, even if not distributed to the portfolio. Alternatively, a portfolio can elect to mark-to-market at the end of each taxable year its shares in a PFIC; in this case, the portfolio would recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under either election, a portfolio might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirements and would be taken into account for purposes of the 4% excise tax.

Additional Tax Considerations. If a portfolio failed to qualify as a regulated investment company, (i) owners of contracts based on the portfolio would be treated as owning shares of the portfolio (rather than their proportionate share of the assets of such portfolio) for purposes of the diversification requirements under Subchapter L of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral, and (ii) the portfolio would incur regular corporate federal income tax on its taxable income for that year and be subject to certain distribution requirements upon requalification. In addition, if a portfolio failed to comply with the diversification requirements of the regulations under Subchapter L of the Code, owners of contracts based on the portfolio might be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above rules is carefully monitored by portfolios and it is intended that the portfolios will comply with these rules as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in a reduction in the return under a portfolio, since, to comply with the above rules, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the portfolios might otherwise believe to be desirable.

Other Information. For more information regarding the tax implications for the purchaser of a variable annuity or life insurance contract who allocates investments to a portfolio of the Trust, please refer to the prospectus for the contract.

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations currently in effect. It is not intended to be a complete explanation or a substitute for consultation with individual tax advisors. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury Regulations promulgated thereunder. The Code and Regulations are subject to change, possibly with retroactive effect.

24

REPORTS TO SHAREHOLDERS

[The financial statements of the Trust at December 31, 2006, are incorporated herein by reference from the Trust's most recent Annual Report to Shareholders filed with the SEC on Form N-CSR pursuant to Rule 30b2-1 under the Investment Company Act of 1940.]

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[The financial statements of the Trust at December 31, 2006, including the related financial highlights which appear in the Prospectus, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as indicated in their report with respect thereto, and are included herein in reliance upon said report given on the authority of said firm as experts in accounting and auditing. PricewaterhouseCoopers LLP has offices at 125 High Street, Boston, MA 02110.]

CUSTODIAN

State Street Bank and Trust Company, ("State Street") 225 Franklin Street, Boston, Massachusetts 02110, currently acts as custodian and bookkeeping agent of all the Trust assets. State Street has selected various banks and trust companies in foreign countries to maintain custody of certain foreign securities. State Street is authorized to use the facilities of the Depository Trust Company, the Participants Trust Company and the book-entry system of the Federal Reserve Banks.

CODE OF ETHICS

The Trust and the Distributor have each adopted a Code of Ethics that complies with Rule 17j-1 under the 1940 Act. The Code permits personnel subject to the Code to invest in securities including securities that may be purchased or held by the Trust.

PROXY VOTING POLICIES

The proxy voting policies of the Trust and Capital Research Management, Inc. are set forth below. Information regarding how the Trust voted proxies relating to portfolio securities during the most recent 12-moth period ended December 31, 2006 is available (1) without charge, upon request, by calling (800) 344-1029 (attention Gordon Shone) and (2) on the SEC's website at http://www.sec.gov.

APPENDIX I
INFORMATION REGARDING PORTFOLIO MANAGERS OF THE TRUST PORTFOLIOS

Compensation of investment professionals -- As described in the prospectus, the investment adviser uses a system of multiple portfolio counselors in managing mutual fund assets. In addition, Capital Research and Management Company's investment analysts may make investment decisions with respect to a portion of a fund's portfolio. Portfolio counselors and investment analysts are paid competitive salaries by Capital Research and Management Company. In addition, they receive bonuses based on their individual portfolio results. Investment professionals also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit-sharing will vary depending on the individual's portfolio results, contributions to the organization and other factors. In order to encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total returns over a four-year period to relevant benchmarks. For portfolio counselors, benchmarks include both measures of the marketplaces in which the relevant fund invests and measures of the results of comparable mutual funds. For investment analysts, benchmarks include both relevant market measures and appropriate industry indexes reflecting their areas of expertise. Capital Research and Management Company also separately compensates analysts for the quality of their research efforts. The benchmarks against which American Funds Insurance Series portfolio counselors are measured include BLUE CHIP INCOME AND GROWTH FUND: S&P 500; Lipper Growth and Income Funds Index. BOND FUND: Lehman Brothers Aggregate Bond Index; Lipper High Current Yield Bond Funds Average; Credit Suisse First Boston High Yield Bond Index. GROWTH FUND: S&P 500; Lipper Growth Funds Index. GROWTH - INCOME FUND: S&P 500; Lipper Growth and Income Funds Index. INTERNATIONAL FUND: MSCI All Contry (ex U.S.) World Index; Lipper International Funds Index.

25

Portfolio Counselor Fund Holdings and Management of Other Accounts --

Portfolio counselors may also manage assets in other funds advised by Capital Research and Management Company or by its affiliates. Other managed accounts as of the end of American Funds Insurance Series' most recently completed fiscal year are listed below:

Other Accounts Managed by Portfolio Counselors as of December 31, 2006

[TO BE UPDATED]

                           Number of Other
                             Registered        Number of Other Pooled     Number of Other
                        Investment Companies     Investment Vehicles       Accounts that
                           that Portfolio          that Portfolio       Portfolio Counselor
                          Counselor Manages       Counselor Manages      Manages (Assets of
                         (Assets of RICs in      (Assets of PIVs in      other accounts in
PORTFOLIO COUNSELOR           billions)               billions)            billions)(4)
---------------------   --------------------   ----------------------   -------------------
James K. Dunton           2          $ 93.5           None                    None
Donald D. O'Neal          2           207.7           None                    None
Abner D. Goldstine        4            95.7           None                    None
Claudia P. Huntington     4            46.2       1          $0.01            None
Robert W. Lovelace        3           121.5       1           0.30            None
David C. Barclay          4           101.8       5           1.06       13          $2.98
Donnalisa Barnum          1           128.3           None                    None
Gordon Crawford           3           151.8       1           0.01            None
Mark Dalzell              2            25.9       3           0.43       19           4.27
J. Blair Frank            1            15.6           None                    None
J. Dale Harvey            4           188.5           None                    None
Alwyn W. Heong            2            77.1           None                    None
Michael T. Kerr           2           156.4           None                    None
Sung Lee                      None                    None                    None
Ronald B. Morrow          1            28.1           None                    None
Robert G. O'Donnell       2            52.1           None                    None
C. Ross Sappenfield       2           101.9           None                    None

Potential Conflicts.

Capital Research and Management Company has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio counselor's management of the fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio counselor compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, Capital Research and Management Company believes that all issues relating to potential material conflicts of interest involving the fund and its other managed funds and accounts have been addressed.

Ownership of Trust Shares. None of the Portfolio Counselors beneficially own any shares of the Trust.

26

APPENDIX II

27

The American Funds
Capital Research and Management Company

PROXY VOTING GUIDELINES

The following guidelines summarize the American Funds' internal operating procedures with respect to how the proxies of the companies held in the mutual fund portfolios are voted. These guidelines, which have been in effect for many years, are being publicly disclosed at this time in accordance with a U.S. Securities and Exchange Commission requirement that all investment companies (mutual funds) make public how they handle their proxy voting process.

SUMMARY

The American Funds and its investment adviser, Capital Research and Management Company ("CRMC"), are committed to acting in the best interests of the shareholders of the funds. We view proxies of companies held in the funds' portfolios as significant fund assets and proxy voting as an integral part of the investment process. These guidelines provide an important framework for analysis and decisionmaking; however, they are not exhaustive and do not address all potential issues. Even when an issue is addressed, flexibility is important so that all relevant facts and circumstances can be considered in connection with every vote. As a result, each proxy received is voted on a case-by-case basis. While we generally adhere to these guidelines we always consider the specific circumstances of each proposal. These are "guidelines" -- they are not "rules." Our voting process reflects our understanding of the company's business, its management and its relationship with shareholders over time. In all cases, we remain focused on the investment objectives and policies of the funds. As a matter of policy, we will not be influenced by outside sources or business relationships involving interests which conflict with those of the funds and their shareholders.

PROXY VOTING PROCESS

All U.S. proxies are voted. Non-U.S. proxies are also voted, provided there is sufficient time and information available. After a proxy is received, we prepare a summary of the proposals contained in the proxy. Voting recommendations and a discussion of any potential conflicts of interest are also included in the summary. The initial voting recommendation is generated by one or more investment analysts familiar with the industry, the particular company and the company's management. A second voting recommendation is made by a proxy coordinator (one of four investment professionals experienced in proxy-voting matters) based on knowledge of our guidelines and familiarity with proxy-related issues. The proxy summary and voting recommendations are then sent to the appropriate proxy voting committee for the final voting decision. Certain funds have established separate proxy committees that vote proxies or delegate to a voting officer the authority to vote on behalf of those funds. Proxies for all other funds are voted by CRMC's Investment Committee under delegated authority. (References to "proxy committees" include the CRMC Investment Committee and the individual fund proxy committees.) Therefore, if more than one fund invests in the same company, certain funds may vote differently on the same proposal.


SPECIAL REVIEW PROCEDURES

The analyst and proxy coordinator making voting recommendations are responsible for noting any potential material conflicts of interest. One example might be where a fund director is also a director of a company whose proxy is being voted. In such instances, proxy committee members are alerted to the potential conflict. The proxy committee may then elect to vote the proxy or seek a third-party recommendation or vote of an ad hoc group of committee members. In the event the proxy committee cannot vote in accordance with these guidelines and without the appearance of a material conflict of interest, then the proxy proposal will be presented to each affected fund's board for review.

GUIDELINES

The following guidelines are grouped according to types of proposals usually presented to shareholders in proxy statements.

DIRECTOR MATTERS

ELECTION OF DIRECTORS

We generally support the election of a company's nominees for director. In addition, we generally leave the choice of chairman to the board's discretion. We may, however, oppose all or some of the company's nominees, or support separating the CEO and chairman positions if we believe it to be in the best interest of shareholders.

CLASSIFIED BOARDS

A "classified" board is one that elects only a percentage of the board members each year (usually one-third of directors are elected to serve a three-year term). Generally we support proposals declassifying boards. We believe that declassification (the annual election of all directors) increases a board's sense of accountability to shareholders.

ANTI-TAKEOVER PROVISIONS, SHAREHOLDER RIGHTS & REINCORPORATIONS

CUMULATIVE VOTING

Under cumulative voting, each shareholder has a number of votes equal to the number of shares owned multiplied by the number of directors up for election. A shareholder can cast all of his/her votes for a single director, thus allowing minority shareholders to elect a director. We generally support proposals for cumulative voting in order to promote management and board accountability and opportunity for leadership change.

CONFIDENTIAL VOTING

Allowing shareholders to vote anonymously may help large institutional shareholders avoid undue influence exerted by, or potential conflicts with companies other shareholders or third parties. We generally support proposals that allow for confidential voting.

2

SHAREHOLDER RIGHTS PLANS (COMMONLY CALLED "POISON PILLS")

Poison pills are a defense against unwelcome takeover offers. These plans allow shareholders (other than the shareholder making the unwelcome takeover offer) to purchase stock at significantly discounted prices under certain circumstances. The plans force would-be acquirers to negotiate with the board, giving the board an effective veto power over any offer. Poison pills can be detrimental to the creation of shareholder value and can help entrench management by thwarting or deterring acquisition offers that are not favored by the board but that may be beneficial to shareholders. We generally support the elimination of existing poison pills and proposals that would require shareholder approval to adopt prospective poison pills.

CHANGE OF CORPORATE DOMICILE

- Reincorporation within the U.S.: We generally leave the state domicile decision to the discretion of company management and its board.

- Reincorporation outside the U.S.: We generally do not support a change of corporate domicile from the U.S. to another country where the probable intent is to avoid U.S. taxes.

ELIMINATION OF ACTION BY WRITTEN CONSENT

The shareholder right to act by written consent (without calling a formal meeting of shareholders) can be a powerful tool for shareholders especially in a proxy fight. We generally oppose proposals that would prevent shareholders from taking action without a formal meeting and, in some instances, take away the shareholder's right to call a special meeting.

CAPITALIZATION

AUTHORIZATION OF NEW COMMON SHARES

We support reasonable increases in authorized shares when the company has articulated a need (for example, a stock split or recapitalization). Even so, we are aware that new shares may dilute the ownership interest of shareholders. Consequently, we generally oppose proposals that would more than double the number of authorized shares.

AUTHORIZATION OF BLANK CHECK PREFERRED SHARES

"Blank check" preferred shares give the board complete discretion to set terms (including voting rights). Such shares may have voting rights far in excess of those held by common stockholders. We generally oppose proposals that allow a board to issue preferred shares without prior shareholder approval, as well as proposals that allow the board to set the terms and voting rights of preferred shares at their discretion. A request for preferred shares where the voting rights are equal to existing common stock shares, however, would generally be supported.

3

COMPENSATION AND BENEFIT PLANS

OPTION PLANS

Option plans are complicated and many factors are considered when evaluating a plan. No factor is determinative; the proxy committees weigh each plan based on protecting shareholder interests and our historical knowledge of the company and its management. Some considerations include:

- Pricing: We believe options should be priced at 100% of fair market value on the date they are granted (the price shareholders would pay on the open market). We do not generally support options priced at a discount to the market.

- Repricing: An "out-of-the-money" option is an option whose exercise price is higher than the current price of the stock. We generally have not supported replacing "out-of-the-money" options with new options at a lower exercise price (generally known as "repricing") because it is not consistent with the purpose of offering options as compensation.

- Dilution: Dilution is the reduction of voting power, and/or economic interests of existing shareholders due to an increase in shares available for distribution to company employees in lieu of cash compensation. We consider several kinds of dilution: the historical annual dilution of the current plan, the potential dilution of the proposed plan and the cumulative dilution of all option plans. We tend to oppose plans that result in "excessive" dilution for existing shareholders. Acceptable dilution levels are not rigidly defined, but will be a function of: (i) the stage of the company's lifecycle (embryonic to mature), (ii) the size of the company in terms of market capitalization, (iii) the historical growth rate of sales and earnings and (iv) to a lesser degree, extenuating circumstances related to the company's industry. In addition, greater dilution can be tolerated when options are awarded to all employees, instead of limiting awards to top-level management. We generally oppose evergreen plans (which provide for an annual increase of shares available for award without future shareholder approval).

RESTRICTED STOCK PLANS

We support restricted stock plans when such grants replace cash compensation without increasing the historical cash award and when the amount of restricted stock available for distribution represents a reasonable percentage of overall equity awards.

NON-EMPLOYEE DIRECTOR COMPENSATION

We generally support equity-based compensation for non-employee directors that aligns their interests with shareholders. Such plans must be reasonable in size, have fair market value option grants and not create excess total compensation (subject to the same limitations as executive incentive plans). We also review the mix of options or stock awards to cash compensation. We believe that compensation packages should be structured to attract, motivate and retain qualified directors. However, excessive board compensation can undermine the board's independence.

4

EMPLOYEE STOCK PURCHASE PLANS

These plans are designed to allow employees to purchase stock at a discount price and to receive favorable tax treatment when the stock is sold. In many cases, the price is 85% of the market value of the stock. These plans are broad-based and have relatively low caps on the amount of stock that may be purchased by a single employee. We generally support these types of plans.

SHAREHOLDER PROPOSALS REGARDING EXECUTIVE COMPENSATION

CAPS ON EXECUTIVE PAY

In general, we oppose shareholder proposals that seek to set limits on executive compensation because competitive compensation packages are necessary to attract, motivate and retain executives. Shareholder proposals on this issue tend to specify arbitrary compensation criteria.

REQUESTS FOR ADDITIONAL DISCLOSURE CONCERNING EXECUTIVE PAY

In general, we oppose shareholder requests for disclosure beyond regulatory requirements. We believe that additional disclosure is often unwarranted and costly and can have other disadvantages. We also believe that the current regulatory requirements for disclosure of executive compensation are appropriate.

PERFORMANCE-BASED SENIOR EXECUTIVE STOCK OPTION GRANTS

From time to time, shareholder proposals attempt to link performance-based options to an industry or peer group index rather than the market as a whole. Generally, we support the concept of linking pay to the company's stock performance. However, we typically do not support shareholder requests to link stock option grants to the performance of a specific peer group or an industry index, but prefer that compensation committees retain the flexibility to propose an appropriate index.

OTHER EXECUTIVE PAY RESTRICTIONS OR FREEZES

We decide these issues based on whether they are in the interests of shareholders. Such proposals include: terminating the company's option or restricted stock programs; freezing executive pay during periods of large layoffs; establishing a maximum ratio between the highest paid executive and lowest paid employee; and linking executive pay to social criteria.

EXPENSING OF STOCK OPTIONS ON THE COMPANY'S FINANCIAL STATEMENTS

We generally support shareholder proposals to expense stock options. While we acknowledge that there currently is no uniform methodology for expensing options, we believe that such expensing is appropriate. Among other things, we believe that expensing presents a more accurate picture of the company's financial results, and that companies will be more conservative when granting options if the awards are an expense item.

EXECUTIVE SEVERANCE AGREEMENTS ("GOLDEN PARACHUTES")

Generally, we support proposals that require shareholder approval of executive severance agreements, largely because of the trend toward excessive severance benefits (known as "golden parachutes"). If an executive leaves for reasons related to poor performance, allowing a generous "parting gift" seems contrary to good corporate governance.

5

OTHER SHAREHOLDER PROPOSALS

SOCIAL ISSUES

When evaluating social proposals relating to issues such as human rights, labor and employment, the environment, and smoking and tobacco, decisions are made on a case-by-case basis. We consider each of these proposals based on the impact to the company's shareholders, the specific circumstances at each individual company, and the current policies and practices of the company.

NON-U.S. ISSUERS

We vote non-U.S. proxies whenever practicable, and considering the benefits of voting against the costs. While the procedures for non-U.S. proxies are similar to those of U.S. proxies, we utilize an expedited review process for these proxies. This is because we typically receive proxies from non-U.S. companies just prior to the meeting, although progress has been made in increasing the amount of time given to consider and cast a vote. In addition, certain countries impose restrictions on the ability of shareholders to sell shares during the proxy voting period. We may choose, due to liquidity issues, not to subject shares to such restrictions and thus may not vote some shares.

Votes are based on predetermined guidelines for each country and type of proposal. Also, an analyst is consulted whenever the issue is not a standard one. Proxy summaries are prepared and circulated to the proxy committees if there is sufficient time and information available. We make a special effort to prepare summaries for proxies that contain controversial issues. In voting non-U.S. proxies, we take into consideration differences in practice, regulations and the laws of the various countries. We generally will abstain from voting when there is not sufficient information to allow an informed decision.

6

Adopted September 25, 2003

JOHN HANCOCK TRUST
(formerly, Manufacturers Investment Trust)

PROXY VOTING POLICIES AND PROCEDURES

Table of Contents

DELEGATION OF PROXY VOTING TO SUBADVISERS

DELEGATION
PROXY VOTING POLICIES AND PROCEDURES
C. UNDERLYING FUNDS

II. MATERIAL CONFLICTS OF INTEREST

PROCEDURES FOR SHAREHOLDERS/CONTRACT OWNERS TO OBTAIN PROXY VOTING

POLICIES AND PROXY VOTING RECORD. DISCLOSURE OF PROXY VOTING PROCEDURES

DISCLOSURE OF PROCEDURES IN THE STATEMENT OF ADDITIONAL INFORMATION OF
THE TRUST
DISCLOSURE IN ANNUAL AND SEMI-ANNUAL REPORT
FILING OF PROXY VOTING RECORD ON FORM N-PX

IV. ANNUAL RENEWAL OF PROXY VOTING POLICIES AND PROCEDURES

* * *

I. DELEGATION OF PROXY VOTING TO SUBADVISERS

A. DELEGATION

The subadviser for each Trust portfolio shall vote all proxies relating to securities held by the portfolio and in that connection, and subject to any further policies and procedures contained herein, shall use proxy voting policies and procedures adopted by the subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940.

B. Proxy Voting Procedures

Except as noted under I.C. below, the proxy voting policies and procedures for each Trust portfolio shall be the same as those used by the portfolio's subadviser to vote proxies for the Trust portfolio. The proxy voting policies and procedures of the subadviser to each Trust portfolio relating to voting proxies of each Trust portfolio it manages, as such policies and procedures may be amended from time to time (the "Subadviser Proxy Voting Procedures"), are hereby incorporated into these policies and procedures by reference.

C. Underlying Funds

With respect to voting proxies relating to the securities of an underlying fund held by a Trust portfolio in reliance on any one of Sections 12(d)(1)(E), (F) or (G) of the Investment Company Act of 1940, or to the extent disclosed in the Trust's registration


statement, the subadviser for the Trust portfolio, or the Trust, will vote proxies in the same proportion as the vote of all other holders of such underlying fund securities, unless the Trust intends to seek voting instructions from the shareholders of the Trust portfolio, in which case the subadviser, or the Trust, will vote proxies in the same proportion as the instructions timely received from shareholders of the Trust portfolio.

II. MATERIAL CONFLICTS OF INTEREST

If (1) the subadviser to any Trust portfolio knows that a vote presents a material conflict between the interests of (a) shareholders of the Trust portfolio and (b) the Trust's investment adviser, principal underwriter or any affiliated person of the Trust, its investment adviser or its principal underwriter, and (2) the subadviser does not propose to vote on the particular issue in the manner prescribed by its pre-determined proxy voting guidelines, then the subadviser will follow its conflict of interest procedures (as set forth in the subadviser's proxy voting policies and procedures) when voting such proxies.

If the proxy voting policies and procedures of any subadviser indicate that, in the case of any conflict of interest between the interests of shareholders of a Trust portfolio and another party, the subadviser will abstain from voting or will request the Board of Trustees of the Trust to provide voting instructions, the subadviser shall not abstain or make such request but instead shall vote proxies, in its discretion, either as recommended by an independent third party or as the subadviser may determine in its reasonable judgment to be in the best interests of the shareholders of the Trust portfolio.

III. PROCEDURES FOR SHAREHOLDERS/CONTRACT OWNERS TO OBTAIN PROXY VOTING POLICIES AND PROXY VOTING RECORD. DISCLOSURE OF PROXY VOTING PROCEDURES

DISCLOSURE OF POLICIES AND PROCEDURES IN THE STATEMENT OF ADDITIONAL
INFORMATION

The Trust shall disclose in its Statement of Additional Information a summary of its Proxy Voting Policies and Procedures and of the Subadviser Proxy Voting Procedures included therein. (In lieu of including a summary of the procedures, the Trust may instead include the actual Subadviser Proxy Voting Procedures in the Statement of Additional Information.)

DISCLOSURE IN ANNUAL AND SEMI-ANNUAL REPORT

The Trust shall disclose in its annual and semi-annual shareholder reports that:

(a) a description of the Trust's proxy voting policies and procedures and (b) the Trust's proxy voting record for the most recent 12 month period ending June 30th, are available:

1. on the SEC's website, and

2. without charge, upon request, by calling a specified toll-free telephone number. The Trust will send these documents within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

II. FILING OF PROXY VOTING RECORD ON FORM N-PX

The Trust will annually file its complete proxy voting record with the SEC on Form N-PX. The Form N-PX shall be filed for the twelve month period ended June 30th no later than August 31st of each year.

III. ANNUAL APPROVAL OF PROXY VOTING PROCEDURES


The Trust's proxy voting policies and procedures shall be re-approved by the Trust's Board of Trustees at least annually.


PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a)(1) Agreement and Declaration of Trust dated September 29, 1988 -- previously filed as exhibit (1)(a) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(2) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Redesignation of the Series of Shares known as the "Convertible Securities Trust" to the "U.S. Government Bond Trust" dated May 1, 1989 -- previously filed as exhibit (1)(b) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(3) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Conservative, Moderate and Aggressive Asset Allocation Trusts dated May 1, 1989 -- previously filed as exhibit
(1)(c) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(4) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Growth & Income Trust dated February 1, 1991 -- previously filed as exhibit (1)(d) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(5) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Redesignation of the Series of Shares known as the "Bond Trust" to the "Investment Quality Bond Trust" dated April 16, 1991 -- previously filed as exhibit (1)(e) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(6) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Redesignation of the Series of Shares known as the "U.S. Government Bond Trust" to the "U.S. Government Securities Trust" dated June 14, 1991 -- previously filed as exhibit (1)(f) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(7) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Pasadena Growth Trust, Growth Trust and Strategic Income Trust dated August 7, 1992 -- previously filed as exhibit (1)(g) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(8) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Redesignation of the Series of Shares known as the "Strategic Income Trust" to the "Strategic Bond Trust" and the Series of Shares known as the "Growth Trust" to the "Value Equity Trust" dated April 4,1993 -- previously filed as exhibit
(1)(h) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(9) Establishment and Designation of Additional Series of Shares of Beneficial Interest - International Growth and Income Trust dated December 28, 1994 -- previously filed as exhibit (1)(i) to post-effective amendment no. 31 filed on April 25, 1996.

(a)(10) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Small/Mid Cap Trust, dated February 1, 1996 -- previously filed as exhibit (1)(j) to post-effective amendment no. 34 filed on October 4, 1996.

(a)(11) Establishment and Designation of Additional Series of Shares of Beneficial Interest - International Small Cap Trust dated February 1, 1996 -- previously filed as exhibit (1)(k) to post-effective amendment no. 34 filed on October 4, 1996.

(a)(12) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Growth Trust dated July 9, 1996 -- previously filed as exhibit (1)(l) to post-effective amendment no. 34 filed on October 4, 1996.

1

(a)(13) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Value Trust, High Yield Trust, International Stock Trust, Science & Technology Trust, Balanced Trust, Worldwide Growth Trust, Emerging Growth Trust, Pilgrim Baxter Growth Trust, Pacific Rim Emerging Markets Trust, Real Estate Securities Trust, Capital Growth Bond Trust, Equity Index Trust, Common Stock Trust, Lifestyle Conservative 280 Trust, Lifestyle Moderate 460 Trust, Lifestyle Balanced 640 Trust, Lifestyle Growth 820 Trust, Lifestyle Aggressive 1000 Trust -- and Redesignation of the Series of Shares known as the "Pasadena Growth Trust" to the "Blue Chip Growth Trust" and the Series of Shares known as the "Value Equity Trust" to the "Equity-Income Trust" -- previously filed as exhibit
(1)(m) to post-effective amendment no. 35 filed on December 19, 1996.

(a)(14) Establishment and Designation of Additional Series of Shares of Beneficial Interest - Small Company Value Trust dated September 30, 1997 -- previously filed as exhibit (1)(m) to post-effective amendment no. 39 filed on March 2, 1998.

(a)(15) Amendment to the Agreement and Declaration of Trust (name change) -- previously filed as exhibit (1)(n) to post-effective amendment no. 39 filed on March 2, 1998.

(a)(16) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest for the Small Company Blend, U.S. Large Cap Value, Total Return, International Value and Mid Cap Stock -- previously filed as exhibit (a)(15) to post effective amendment no. 41 filed on March 1, 1999.

(a)(17) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest for the Dynamic Growth, Internet Technologies, Tactical Allocation, 500 Index, Mid Cap Index, Small Cap Index, Total Stock Market Index and International Index Trusts -- previously filed as exhibit (a)(17) to post effective amendment no. 42 filed on March 1, 2000.

(a)(18) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest for the Capital Appreciation Trust - previously filed as exhibit (a)(18) to post effective amendment no. 43 filed on August 17, 2000.

(a)(19) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest for the new portfolios to be added April 30, 2001 - previously filed as exhibit (a) (19) to post effective amendment no. 45 filed on February 9, 2001.

(a)(20) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest for the new portfolios to be added July 16, 2001 -- previously filed as exhibit (a) (20) to post effective amendment no. 47 filed on May 1, 2001.

(a)(21) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest for American Growth Trust, American International Trust, American Growth-Income Trust and American Blue Chip Income and Growth Trust - Previously filed as exhibit
(a)(21) to post effective amendment no. 58 filed on May 9, 2003.

(a)(22) Form of Establishment and Designation of Additional Class of Shares - Previously filed as exhibit (a)(22) to post effective amendment no. 56 filed on February 14, 2003.

(a)(23) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest for each new portfolio of the Trust to be added May 1, 2003 - Previously filed as exhibit (a)(23) to post effective amendment no. 57 filed on April 22, 2003.

(a)(24) Form of Redesignation of Name for Certain Portfolios - Previously filed as exhibit (a)(24) to post effective amendment no. 57 filed on April 22, 2003.

2

(a)(25) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest (Great Companies - America) - Previously filed as exhibit (a)(25) to post effective amendment no. 59 filed on May 13, 2003.

(a)(26) Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest (additional Lifestyle Trusts and additional new portfolios for May 1, 2004) - Previously filed as exhibit (a)(26) to post effective amendment no. 60 filed on February 13, 2004.

(a)(27) Form of Redesignation of Name for Lifestyle Trusts - Previously filed as exhibit (a)(27) to post effective amendment no. 60 filed on February 13, 2004.

(a)(28) Form of Establishment and Designation of Additional Series of Shares - Previously filed as exhibit (a)(28) to post effective amendment no. 62 filed on November 4, 2004.

(a)(29) Form of Establishment and Designation of Additional Class of Shares - NAV shares - Previously filed as exhibit (a)(29) to post effective amendment no. 62 filed on November 4, 2004.

(a)(30) Form of Establishment and Designation of Additional Class of Shares - Series IIIA shares - Previously filed as exhibit (a)(29) to post effective amendment no. 62 filed on November 4, 2004.

(a)(31) Form of Redesignation of Name of Trust - Previously filed as exhibit (a)(30) to post effective amendment no. 62 filed on November 4, 2004.

(a)(32) Form of Establishment and Designation of Additional Series of Shares -- Previously filed as exhibit (a)(31) to post effective amendment no. 63 filed on February 11, 2005.

(a)(33) Form of Establishment and Designation of Additional Series of Shares (American Bond Trust) - Previously filed as exhibit (a)(32) to post effective amendment no. 66 filed on May 5, 2005.

(a)(34) Form of Establishment and Designation of Additional Series of Shares - Previously filed as exhibit (a)(33) to post effective amendment no. 67 filed on May 5, 2005.

(a)(35) Form of Establishment and Designation of Additional Series of Shares - Previously filed as exhibit (a)(34) to post effective amendment no. 68 filed on November 17, 2005.

(a)(36) Form of Establishment and Designation of Additional Series of Shares - Previously filed as exhibit (a)(35) to post effective amendment no. 69 filed on February 10, 2006.

(a)(37) Form of Redesignation of Names of Portfolios (Lifestyle Trusts, Growth & Income Trust and Growth & Income Trust II) - Previously filed as exhibit (a)(36) to post effective amendment no. 69 filed on February 10, 2006.

(a)(38) Declaration of Trust Amendment - Designation of Class as a separate series - Previously filed as exhibit (a)(37) to post effective amendment no. 69 filed on February 10, 2006.

(a)(39) Declaration of Trust Amendment - Reorganization - Previously filed as exhibit (a)(38) to post effective amendment no. 69 filed on February 10, 2006.

(a)(40) Redesignation of Names of Portfolios (Lifestyle Trusts, Growth & Income Trust, Growth & Income Trust II and International Stock Trust), dated April 28, 2006 - FILED HEREWITH

(a)(41) Declaration of Trust Amendment - Termination of Series of the Large Cap Growth Trust dated May 2, 2006 - FILED HEREWITH

3

(a)(42) Establishment and Designation of Additional Series of Shares of Beneficial Interest of the International Small Company Trust, Real Estate Equity Trust, Mid Cap Value Equity Trust, Global Real Estate Trust, Absolute Return Trust and the High Income Trust, dated April 28, 2006 - FILED HEREWITH

(a)(43) Establishment and Designation of Additional Series of Shares of Beneficial Interest of the Index Allocation Trust, dated January
30, 2006 - FILED HEREWITH

(a)(44) Establishment and Designation of Additional Series of Shares of Beneficial Interest for portfolios to be added to Trust effective April 30, 2007 - To be filed by Amendment.

(a)(45) Declaration of Trust Amendment - Termination of Series III and Series IIIA Shares of the Lifestyle Trusts dated September 29,
2006 - FILED HEREWITH

(a)(46) Declaration of Trust Amendment - Termination of Mid Cap Core Trust and Strategic Value Trust, dated December 5, 2006 - FILED HEREWITH

(b)(1) By-laws of the Trust -- previously filed as exhibit (2) to post-effective amendment no. 38 filed September 17, 1997.

(b)(2) By-laws of the Trust, dated June 30, 2006 - FILED HEREWITH

(b)(3) Amendment dated December 13, 2006 to the by-laws of the Trust, dated June 30, 2006 - FILED HEREWITH

(c) Form of Specimen Share Certificate -- previously filed as exhibit
(2) to post-effective amendment no. 38 filed September 17, 1997.

(d)(1) Amended and Restated Advisory Agreement between the Trust and the Adviser - previously filed as exhibit (d)(1) to post-effective amendment no. 41 filed March 1, 1999.

(d)(1)(A) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser - previously filed as exhibit
(a)(17) to post effective amendment no. 42 filed on March 1, 2000.

(d)(1)(B) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding the Capital Appreciation Trust - previously filed as exhibit (d)(1)(b) to post effective amendment no. 43 filed on August 17, 2000.

(d)(1)(C) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding the new portfolios to be added April 30, 2001 - previously filed as exhibit (d) (1) (C) to post effective amendment no. 45 filed on February 9, 2001.

(d)(1)(D) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding the new portfolios to be added July 16, 2001 - -- previously filed as exhibit (d)(1) (C) to post effective amendment no. 47 filed on May 1, 2001.

(d)(1)(E) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding the portfolios to be added May 1, 2003 - -- Previously filed as exhibit (d)(1)(D) to post effective amendment no. 57 filed on April 22, 2003.

(d)(1)(F) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding Lifestyle Trusts and other portfolios to be added May 1, 2004. - Previously filed as exhibit (d)(1)(E) to post effective amendment no. 60 filed on February 13, 2004.

(d)(1)(G) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding new portfolio. - Previously filed as exhibit (d)(1)(E) to post effective amendment no. 67 filed on July 14, 2005.

4

(d)(1)(H) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding new portfolio. - Previously filed as Exhibit (d)(1)(G) to Post-Effective Amendment No. 68 filed on November 17, 2005.

(d)(1)(I) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding changes to the calculation of the advisory fee - Previously filed as exhibit
(d)(1)(F) to post effective amendment no. 69 filed on February 10, 2006.

(d)(1)(J) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser regarding new portfolios. - Previously filed as exhibit (d)(1)(G) to post effective amendment no. 70 filed on April 26, 2006.

(d)(1)(K) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated April 28, 2006 regarding the U.S. Government Securities Trust, Strategic Bond Trust, High Yield Trust, International Opportunities Trust, All Cap Growth Trust, Capital Appreciation Trust, Emerging Small Company Trust, International Small Company Trust, Mid Cap Value Equity Trust, Absolute Return Trust, Real Estate Equity Trust, Global Real Estate Trust and High Income Trust. - FILED HEREWITH

(d)(1)(L) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated October 2, 2006 regarding the Absolute Return Trust. - FILED HEREWITH

(d)(1)(M) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated December 1, 2006 regarding the Large Cap Value Trust. - FILED HEREWITH

(d)(1)(N) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated December 19, 2006 regarding the Strategic Opportunities Trust and the Large Cap Trust. - FILED
HEREWITH

(d)(1)(O) Form of Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, regarding new portfolios to become effective April 30, 2007 - To be filed by Amendment.

(d)(2) Subadvisory Agreement Between the Adviser and Wellington Management Company LLP - previously filed as exhibit (d)(2) to post effective amendment no. 41 filed March 1, 1999.

(d)(3) Subadvisory Agreement Between the Adviser and Salomon Brothers Asset Management Inc -- previously filed as exhibit (5)(b)(iii) to post-effective amendment no. 39 filed on March 2, 1998.

(d)(4) Subadvisory Consulting Agreement Between Salomon Brothers Asset Management Inc and Salomon Brothers Asset Management Limited -- previously filed as exhibit (5)(b)(iv) to post-effective amendment no. 39 filed on March 2, 1998.

(d)(5) Subadvisory Agreement between the Adviser and Founders Asset Management LLC - previously filed as exhibit (5)(b)(vi) to post effective amendment no. 40 filed April 30, 1998.

(d)(6) Subadvisory Agreement between the Adviser and T. Rowe Price Associates, Inc. - previously filed as exhibit (d)(8) to post-effective amendment no. 41 filed March 1, 1999.

(d)(7) Form of Subadvisory Agreement between the Adviser and Rowe Price-Fleming International, Inc. adding the International Stock Trust -- previously filed as exhibit (5)(b)(xiv) to post-effective amendment no. 34 filed on October 4, 1996.

5

(d)(8) Subadvisory Agreement between the Adviser and Morgan Stanley Asset Management, Inc. dated October 1, 1996 providing for the Global Equity Trust -- previously filed as exhibit (5)(b)(xv) to post-effective amendment no. 35 filed on December 18, 1996.

(d)(9) Subadvisory Agreement between the Adviser and Miller Anderson & Sherrerd, LLP dated October 1, 1996 adding the Value and High Yield Trusts -- previously filed as exhibit (5)(b)(xvi) to post-effective amendment no. 35 filed on December 18, 1996.

(d)(10) Form of Subadvisory Agreement between the Adviser and Manufacturers Adviser Corporation dated October 1, 1996 providing for the Money Market Trust -- previously filed as exhibit
(5)(b)(xviii) to post-effective amendment no. 34 filed on October 4, 1996.

(d)(11) Form of Amendment to Subadvisory Agreement between the Adviser and Manufacturers Adviser Corporation dated December 31, 1996 adding the Pacific Rim Emerging Markets, Common Stock, Real Estate Securities, Equity Index, Capital Growth Bond, Lifestyle Conservative 280, Lifestyle Moderate 460, Lifestyle Balanced 640, Lifestyle Growth 820 and Lifestyle Aggressive 1000 Trusts -- previously filed as exhibit (5)(b)(xx) to post-effective amendment no. 35 filed on December 18, 1996.

(d)(11)(a) Form of Amendment to Subadvisory Agreement between the Adviser and Manufacturers Adviser Corporation regarding the Lifestyle Trusts - previously filed as exhibit (d)(11)(a) to post effective amendment no. 42 filed on March 1, 2000.

(d)(11)(b) Form of Subadvisory Consulting Agreement between Manufacturers Adviser Corporation and State Street Global Advisors regarding the Lifestyle Trusts - previously filed as exhibit (a)(17) to post effective amendment no. 42 filed on March 1, 2000.

(d)(12) Subadvisory Agreement between the Adviser and Fidelity Management Trust Company -- previously filed as exhibit (d)(14) to post-effective amendment no. 41 filed on March 1, 1999.

(d)(13) Form of Subadvisory Agreement between the Adviser and AXA Rosenberg Investment Management LLC - previously filed as exhibit
(d)(15) to post-effective amendment no. 41 filed on March 1, 1999.

(d)(14) Subadvisory Agreement between the Adviser and A I M Capital Management, Inc. - previously filed as exhibit (d)(16) to post-effective amendment no. 41 filed on March 1, 1999.

(d)(15) Subadvisory Agreement between the Adviser and Capital Guardian Trust Company -- previously filed as exhibit (d)(17) to post-effective amendment no. 41 filed on March 1, 1999.

(d)(16) Form of Subadvisory Agreement between the Adviser and Franklin Advisers, Inc. -- previously filed as exhibit (d)(18) to post-effective amendment no. 41 filed on March 1, 1999.

(d)(17) Form of Subadvisory Agreement between the Adviser and Pacific Investment Management Company - previously filed as exhibit
(d)(19) to post-effective amendment no. 41 filed on March 1, 1999.

(d)(18) Form of Subadvisory Agreement between the Adviser and State Street Global Advisors - previously filed as exhibit (d)(20) to post-effective amendment no. 41 filed on March 1, 1999.

(d)(19) Form of Subadvisory Agreement between the Adviser and Templeton Investment Counsel, Inc. - previously filed as exhibit (d)(21) to post-effective amendment no. 41 filed on March 1, 1999.

6

(d)(20) Form of Subadvisory Agreement between the Adviser and Jennison Associates LLC - previously filed as exhibit (d)(20) to post-effective amendment no. 43 filed on August 17, 2000

(d)(21) Form of Subadvisory Agreement between the Adviser and (a) Cohen and Steers, (b) Dreyfus, (c) MFS, (d) Davis Select, (e) INVESCO,
(f) Lord Abbett, (g) Putnam, (h) FMR and (i) SSgA Funds Management (2 agreements)- previously filed as exhibit (d)(2) to post-effective amendment no. 46 filed on April 12, 2001.

(d)(22) Form of Subadvisory Agreement between the Adviser and (a) Allegiance Capital, (b) Kayne Anderson, (c) Lazard Asset Management, (d) Navellier Management, (e) Rorer Asset Management,
(f) Roxbury Capital Management - -- previously filed as exhibit
(d) (22) to post effective amendment no. 47 filed on May 1, 2001.

(d)(23) Form of Subadvisory Agreement Amendment between Manufacturers Securities Services, LLC and (a) AIM, (b) Capital Guardian, (c) Founders, (d) Franklin Advisors, (e) Janus, (f) MAC, (g) Miller Anderson, (h) Munder, (i) SBAM, (k) SsgA Funds Management, (l) T. Rowe Price. - previously filed as exhibit (d)(23) to post-effective amendment no. 48 filed on March 1, 2002.

(d)(24) Form of Subadvisory Agreement - Great Companies, LLC - Previously filed as exhibit (d)(24) to post effective amendment no. 60 filed on February 13, 2004.

(d)(25) Form of Subadvisory Agreement - Fund Asset Management, L.P. - Previously filed as exhibit (d)(25) to post effective amendment no. 60 filed on February 13, 2004.

(d)(26) Form of Amendment 1 to Subadvisory Agreement - MFC Global Asset Management (U.S.A.) - Previously filed as exhibit (d)(26) to post effective amendment no. 60 filed on February 13, 2004.

(d)(27) Form of Amendment No. 1 to Subadvisory Consulting Agreement - Deutsche Asset Management - Previously filed as exhibit (d)(27) to post effective amendment no. 60 filed on February 13, 2004.

(d)(28) Form of Subadvisory Agreement between the Adviser and (a) American Century, (b) Legg Mason, (c) Pzena, (d) Sustainable Growth Advisors. - Previously filed as exhibit (a)(28) to post effective amendment no. 60 filed on February 13, 2004.

(d)(29) Form of Subadvisory Agreement between the Adviser and (a) SSgA Funds Management, Inc., (b) Declaration Management & Research LLC and (c) Independence Investment LLC - previously filed as exhibit
(a) (29) to post effective amendment no. 62 filed on November 4, 2004.

(d)(31) Form of Subadvisory Agreement between the Adviser and (a) Marsico Capital Management, LLC and (b) Wells Fargo Fund Management, LLC .
- Previously filed as exhibit (d)(31) to post effective amendment no. 63 filed on February 11, 2005.

(d)(32) Form of Subadvisory Agreement between the Adviser and United States Trust Company - Previously filed as exhibit (d)(32) to post effective amendment no. 67 filed on July 14, 2005.

(d)(33) Form of Subadvisory Agreement between the Adviser and Grantham, Mayo, Van Otterloo & Co. LLC - Previously filed as exhibit (d)(33) to post effective amendment no. 67 filed on July 14, 2005.

(d)(34) Form of amendment to subadvisory agreement for the following subadvisers: (a) AIM, (b) American Century, (c) Davis, (d) Declaration, (e) DeAM Lifestyle, (f) DeAM nonLifestyle, (g) Franklin, (h) GMO, (i) Independence, (ii) John Hancock, (j) Jennison, (k) Legg Mason, (l) Lord Abbet, (m) Fund Asset Management, (n) MFC Global, (o)

7

Marsico, (p) MFS, (q) Morgan Stanley, (u) Munder, (r) Sustainable Growth, (s) T. Rowe, (t) Templeton, (w) Templeton Global, (x) UBS,
(y) Wellington, (z) Wells Capital. - Previously filed as exhibit
(d)(33) to post effective amendment no. 69 filed on February 10, 2006.

(d)(35) US Trust: Form of subadvisory and assignment of subadvisory agreement to UST Advisers - Previously filed as exhibit (d)(35) to post effective amendment no. 69 filed on February 10, 2006.

(d)(36) Form of Subadvisory Agreement: Salomon Brothers Asset Management - Previously filed as exhibit (d)(36) to post effective amendment no. 69 filed on February 10, 2006.

(d)(37) Form of assignment of John Hancock Advisers subadvisory agreement to Sovereign Asset Management - Previously filed as exhibit
(d)(37) to post effective amendment no. 69 filed on February 10, 2006.

(d)(38) Form of subadvisory agreement for the following subadvisers: (a) Dimensional Fund Advisers, (b) Riversource Investments, (c) Sovereign Asset Management, (d) RCM Capital Management and (e) Western Asset Management. - Previously filed as exhibit (d)(38) to post effective amendment no. 69 filed on February 10, 2006.

(d)(39) Subadvisory Agreement dated December 1, 2006 between John Hancock Investment Management Services, LLC and CAM North America, LLC.-
FILED HEREWITH

(d)(40) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Asset Management (Hong Kong) Limited and RREEF America, L.L.C.-
FILED HEREWITH

(d)(41) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Asset Management International GMBH and RREEF America, L.L.C.-
FILED HEREWITH

(d)(42) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Investments Australia Limited and RREEF America, L.L.C.- FILED
HEREWITH

(d)(43) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and Dimensional Fund Advisors
Inc.- FILED HEREWITH

(d)(44) Subadvisory Agreement dated December 29, 2006 between John Hancock Investment Management Services, LLC and Munder Capital Management,
LLC. - FILED HEREWITH

(d)(45) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RCM Capital Management
LLC. - FILED HEREWITH

(d)(46) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RiverSource Investments,
LLC. - FILED HEREWITH

(d)(47) Sub-Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RREEF America
L.L.C. - FILED HEREWITH

(d)(48) Sub-Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RREEF Global Advisers Limited. - FILED HEREWITH

(d)(49) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and Western Asset Management
Company. - FILED HEREWITH

8

(d)(50) Sub - Subadvisory Agreement dated April 28, 2006 between Western Asset Management Company and Western Asset Management Company
Limited. - FILED HEREWITH

(d)(51) Form of Subadvisory Agreement for the following subadvisers:
(a)Franklin Advisers and (b) Franklin Mutual Advisers. - To be filed by Amendment.

(d)(52) Amendment to Subadvisory Agreement dated April 28, 2006 relating to All Cap Growth Trust between John Hancock Investment Management Services, LLC and A I M Capital Management, Inc. - FILED HEREWITH

(d)(53) Amendment dated June 30, 2006 to Subadvisory Agreement dated January 28, 1999 relating to Mid Cap Core Trust between John Hancock Investment Management Services, LLC and A I M Capital Management, Inc. - FILED HEREWITH

(d)(54) Amendment dated June 30, 2006 to Subadvisory Agreement dated May 1, 2004 relating to Vista Trust between John Hancock Investment Management Services, LLC and American Century Investment Management, Inc. - FILED HEREWITH

(d)(55) Amendment dated December 1, 2006 to Subadvisory Agreement dated September 30, 2006 between John Hancock Investment Management Services, LLC and BlackRock Investment Management, LLC, relating to the Large Cap Value Trust. - FILED HEREWITH

(d)(56) Amendment dated June 30, 2006 to Subadvisory Agreement dated January 25, 1999 relating to the Overseas Equity and U.S. Large Cap Trusts between John Hancock Investment Management Services, LLC and Capital Guardian Trust Company - FILED HEREWITH

(d)(57) Amendment dated April 28, 2006 to Subadvisory Agreement dated November 23,2005 between John Hancock Investment Management Services, LLC and Deutsche Asset Management, Inc. - FILED HEREWITH

(d)(58) Amendment dated June 30, 2006 to Subadvisory Agreement dated November 23, 2002 relating to Dynamic Growth Trust between John Hancock Investment Management Services, LLC and Deutsche Asset Management, Inc. - FILED HEREWITH

(d)(59) Amendment #2 dated June 1, 2006 to Subadvisory Agreement dated May 1, 2003 relating to Large Cap Value Trust between John Hancock Investment Management Services, LLC and Fund Asset Management,
L.P. - FILED HEREWITH

(d)(60) Amendment dated April 28, 2006 to Subadvisory Agreement dated November 1, 2001 relating to Capital Appreciation Trust between John Hancock Investment Management Services, LLC and Jennison Associates LLC. - FILED HEREWITH

(d)(61) Amendment April 28, 2006 to Subadvisory Agreement dated March 22, 2005 relating to International Opportunities Trust between John Hancock Investment Management Services, LLC and Marsico Capital Management, LLC. - FILED HEREWITH

(d)(62) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 30, 2001 relating to Utilities Trust between John Hancock Investment Management Services, LLC and Massachusetts Financial Services Company. - FILED HEREWITH

(d)(63) Amendment dated April 28, 2006 to Subadvisory Agreement dated May 1, 2003 between John Hancock Investment Management Services, LLC and MFC Global Investment Management (U.S.A.) Limited.- FILED
HEREWITH

(d)(64) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RCM Capital Management
LLC. - FILED HEREWITH

9

(d)(65) Amendment dated October 6, 2006 to Subadvisory Agreement dated April 28, 2006 related to Science & Technology Trust between John Hancock Investment Management Services, LLC and RCM Capital Management LLC. - FILED HEREWITH

(d)(66) Amendment dated June 30, 2006 to Subadvisory Agreement dated December 1, 2005 relating to Special Value Trust between John Hancock Investment Management Services, LLC and Salomon Brothers Asset Management Inc. - FILED HEREWITH

(d)(67) Subadvisory Agreement dated April 28, 2006 relating to the Emerging Growth and High Income Trusts between John Hancock Investment Management Services, LLC and Sovereign Asset Management, LLC. - FILED HEREWITH

(d)(68) Amendment dated April 28, 2006 to Subadvisory Agreement dated January 28, 1999 relating to Real Estate Equity Trust between John Hancock Investment Management Services, LLC and T. Rowe Price Associates, Inc. - FILED HEREWITH

(d)(69) Amendment dated October 6, 2006 to Subadvisory Agreement dated January 28, 1999 between John Hancock Investment Management Services, LLC and T. Rowe Price Associates, Inc., relating to the Science & Technology Trust.. - FILED HEREWITH

(d)(70) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 30, 2003 relating to Large Cap Trust between John Hancock Investment Management Services, LLC and UBS Global Asset Management. - FILED HEREWITH

(d)(71) Amendment dated Dec 18, 2006 to Subadvisory Agreement dated April 30, 2003 relating to the Global Allocation Trust, Large Cap Trust and the Strategic Opportunities Trusts between John Hancock Investment Management Services, LLC and UBS Global Asset Management. - FILED HEREWITH

(d)(72) Amendment dated October 1, 2006 to Subadvisory Agreement dated October 1, 2006 relating to Value & Restructuring Trust between John Hancock Investment Management Services, LLC and UST Advisers,
Inc. - FILED HEREWITH

(d)(73) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 29, 2005 relating to the Core Bond Trust between John Hancock Investment Management Services, LLC and Wells Capital Management, Incorporated. - FILED HEREWITH

(d)(74) Form of Amendment to Subadvisory Agreement for the following subadvisers: (a) MFC Global Investment Management (U.S.), LLC, (b) MFC Global Investment Management (U.S.A), LLC, (c) Wellington Investment Management, (d) Dimensional Fund Advisors. - To be filed by Amendment.

(e) Form of Distribution Agreement between Trust and the distributor - Previously filed as exhibit (e) to post effective amendment no. 60 filed on February 13, 2004.

(e)(1) Form of Amendment to Distribution Agreement dated September 28, 2004 - Previously filed as exhibit (e)(1) to post effective amendment no. 62 filed on November 4, 2004.

(f) Not Applicable

(g) Custodian Agreement Between the Trust. and State Street Bank and Trust Company dated March 24, 1988 -- Previously filed as exhibit
(g) to post effective amendment no. 63 filed on February 11, 2005.

(h) Participation Agreement between the Trust and American Fund Insurance Series dated May 1, 2003 - previously filed as exhibit
(h) to post-effective amendment no. 58 filed May 9, 2003.

(h)(2) Transfer Agency Agreement (Series III) between Boston Financial Data Services and the

10

Trust - Previously filed as exhibit (h)(2) to post effective amendment no. 60 filed on February 13, 2004.

(h)(3) ClearSky Agreement (Series III) between Automated Business Development Corp and the Trust - Previously filed as exhibit
(h)(3) to post effective amendment no. 60 filed on February 13, 2004.

(h)(4)(i) Participation Agreement dated April 20, 2005 among the Trust, John Hancock Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company and John Hancock Life Insurance Company of New York - Previously filed as exhibit (h)(4)(i) to post effective amendment no. 69 filed on February 10, 2006.

(i)(1) Opinion and Consent of Ropes & Gray dated October 27, 1988. -- previously filed as exhibit (2) to post-effective amendment no. 38 filed September 17, 1997.

(i)(2) Opinion and Consent of Tina M. Perrino, Esq. dated April 12, 1991. -- previously filed as exhibit (2) to post-effective amendment no. 38 filed September 17, 1997.

(i)(3) Opinion and Consent of Tina M. Perrino, Esq. dated October 22, 1992. -- previously filed as exhibit (2) to post-effective amendment no. 38 filed September 17, 1997.

(i)(4) Opinion and Consent of Betsy A. Seel, Esq. dated October 19, 1994. -- previously filed as exhibit (2) to post-effective amendment no. 38 filed September 17, 1997.

(i)(5) Opinion and Consent of Betsy A. Seel, Esq. -- previously filed as exhibit (10)(a)(v) to post effective amendment no. 30 filed December 14, 1995.

(i)(6) Opinion and Consent of Betsy A. Seel, Esq. -- previously filed as exhibit (10)(a)(vi) to post effective amendment no. 33 filed July 10, 1996.

(i)(7) Opinion and Consent of Betsy Anne Seel, Esq. -- previously filed as exhibit (10)(a)(vii) to post-effective amendment no. 35 filed on December 18, 1996.

(i)(8) Opinion and Consent of Betsy Anne Seel, Esq. -- previously filed as exhibit (i)(8) to post-effective amendment no. 41 filed on March 1, 1999.

(i)(9) Opinion and Consent of Betsy Anne Seel, Esq. - previously filed as exhibit (i)(9) to post effective amendment no. 42 filed on March 1, 2000.

(i)(10) Opinion and Consent of Betsy Anne Seel, Esq. - previously filed as exhibit (i)(10) to post-effective amendment no. 44 filed on October 27, 2000.

(i)(11) Opinion and Consent of Betsy Anne Seel, Esq. regarding new portfolios to be added April 30, 2001 - previously filed as exhibit (i)(11) to post-effective amendment no. 46 filed on April 12, 2001.

(i)(12) Opinion and Consent of Betsy Anne Seel, Esq. regarding new portfolios to be added April 30, 2001 -previously filed as exhibit
(i)(12) to post-effective amendment no. 47 filed on May 1, 2001.

(i)(13)(i) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios to be added May 1, 2003 - Previously filed as exhibit
(i)(13) to post effective amendment no. 55 filed on February 14, 2003.

(i)(13)(ii) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios to be added May 1, 2003 - Previously filed as exhibit
(i)(13) to post effective amendment no. 57 filed on April 22, 2003.

11

(i)(14) Opinion and Consent of Betsy Anne Seel, Esq. Regarding the new class of shares to be added to American Growth Trust, American International Trust, American Growth-Income Trust and American Blue Chip Income and Growth Trust - previously filed as exhibit
(i) to post-effective amendment no. 58 filed May 9, 2003.

(i)(15) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolio (Great Companies of America- previously filed as exhibit
(i)(15) to post-effective amendment no. 58 filed May 9, 2003.

(i)(15) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new Lifestyle and other portfolios - previously filed as exhibit
(i)(15) to post-effective amendment no 61 filed April 28, 2004.

(i)(16) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios and classes of shares - Previously filed as exhibit
(i)(16) to post effective amendment no. 62 filed on November 4, 2004.

(i)(17) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios - Previously filed as exhibit (i)(17) to post effective amendment no. 64 filed on April 21, 2005.

(i)(18) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolio (American Bond Trust) - Previously filed as exhibit
(i)(18) to post effective amendment no. 66 filed on May 5, 2005.

(i)(18) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios - Previously filed as exhibit (i)(18) to post effective amendment no. 67 filed on July 14, 2005.

(i)(19) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios - Previously filed as exhibit (i)(19) to post effective amendment no. 68 filed on November 17, 2005.

(i)(19) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios - Previously filed as exhibit (i)(19) to post effective amendment no. 70 filed on April 26, 2006.

(i)(20) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios - Previously filed as exhibit (i)(20) to post effective amendment no. 71 filed on April 26, 2006.

(i)(21) Opinion and Consent of Betsy Anne Seel, Esq. regarding the new portfolios - To be filed by Amendment.

(j) Consent of Auditors - To be filed by amendment.

(k) Not Applicable

(l) Not Applicable

(m) Amended and Restated Class A and Class B Rule 12b-1 Plans (now referred to as Series I and Series II 12b-1 Plans) - previously filed as Exhibit (m) to post-effective amendment no. 49 filed on July 19, 2002.

(m)(1) Rule 12b-1 Plan for Series III - Previously filed as exhibit
(m)(1) to post effective amendment no. 57 filed on April 22, 2003.

(m)(2) Amended and Restated Rule 12b-1 Plans for Series I, Series II and Series III; Rule 12b-1 Plan for Series IIIA (Lifestyle Trust only)
- Previously filed as exhibit (m)(2) to post effective amendment no. 62 filed on November 4, 2004

(n) Rule 18f-3 Plan - previously filed as exhibit (n) to post-effective amendment no. 48 filed on March 1, 2002.

12

(n)(1) Amended and Restated Rule 18f-3 Plan - Previously filed as exhibit
(n)(1) to post effective amendment no. 57 filed on April 22, 2003.

(n)(2) Amended and Restate Rule 18f-3 Plan - Previously filed as exhibit
(n)(2) to post effective amendment no. 62 filed on November 4, 2004.

(o) Not Applicable

(p) Codes of Ethics of the Registrant and its Investment Adviser and Subadvisers.

(p)(8) Code of Ethics of American Fund Insurance Series - previously filed as exhibit (j) to post-effective amendment no. 58 filed May 9, 2003.

(p)(16) Code of Ethics of the following entities: (a) the Trust, (b) the Adviser to the Trust, (c) the Distributor to the Trust, (d) AIM,
(e) American Century, (f) Capital Guardian, (g) Davis, (h) Declaration, (i) DeAM, (j) Dimensional, (k) Fidelity, (l) Franklin, (m) Fund Asset Management, (n) GMO, (o) Independence,
(p) Jennison, (q) Legg Mason, (r) Lord Abbet, (s) Fund Asset Management, (t) MFC Global, (u) Marsico, (v) MFS, (w) Morgan Stanley, (x) Munder, (y) PIMCO, (z) Pzena, (aa ) RCM, (bb) RiverSource, (cc) SBAM, (dd) SSgA, (ee) Sovereign, (ff) Sustainable Growth, (gg) T. Rowe, (hh) Templeton, (ii) UBS, (jj) UST Advisers, (kk) Wellington, (ll) Wells Capital, (mm) Western Asset Management, (gg) Western Asset Management - Previously filed as exhibit (d)(16)) to post effective amendment no. 69 filed on February 10, 2006.

(p)(17) Code of Ethics of the following entities: (a) the Trust, (b) the Adviser to the Trust, (c) the Distributor to the Trust, (d) A I M Capital Management, Inc., (e) American Century Investments, (f) BlackRock Investment Management LLC., (g) Capital Guardian Trust Company, (h) Capital Research Management Company, (i) ClearBridge Advisors, LLC, (j) Davis Selected Advisors, L.P., (k) Declaration Management & Research LLC, (l) Deutsche Asset Management, Inc. (U.S.), (m) Dimensional Fund Advisors, Inc., (n) Franklin Templeton, (o) Fund Asset Management, L.P.(Mercury Advisors)(Merrill Lynch Investment Managers), (p) Grantham, Mayo, Van Otterloo & Co. LLC, (q) Independence Investment LLC, (r) Jennison Associates LLC, (s) John Hancock Advisers, (t) Legg Mason Funds Management, Inc., (u) Lord, Abbett & Co., (v) MFC Global Investment Management (U.S.A.) Limited, (w) Marsico Capital Management, LLC, (x) Massachusetts Financial Services Company, (y) Morgan Stanley Investment Management, (z) Munder Capital Management, (aa) Pacific Investment Management Company, (bb) Pzena Investment Management, LLC., (cc) RCM Capital Management, (dd) RiverSource Investments (Ameriprise): Retail Access, (ee) Salomon Brothers (Citigroup) Asset Management Inc., (ff) SSgA Funds Management, Inc., (gg) Sovereign Asset Management (MFC Global Investment Management (U.S.), LLC., (hh) Sustainable Growth Advisers, L.P., (ii) T. Rowe Price Associates, Inc., (jj) UBS Global Asset Management, (kk) United States Trust Company, (ll) Wellington Management Company, LLP, (mm) Wells Capital Management, Inc., (nn) Western Asset Management. - Filed Herewith

(q)(1) Powers of Attorney - Don B. Allen, Charles L. Bardelis, Samuel Hoar, Robert J. Myers, Trustees, dated September 27, 1996. previously filed as exhibit (18)(b) to post-effective amendment no. 38 filed September 17, 1997.

(q)(2) Power of Attorney -- John D. DesPrez III, President -- previously filed as exhibit (18)(e) to post-effective amendment no. 34 filed on October 4, 1996.

(q)(3) Power of Attorney -- John D. Richardson, Chairman of the Board, and F. David Rolwing, Trustee -- previously filed as exhibit
(18)(e) to post-effective amendment no. 36 filed on April 30, 1997.

(q)(4) Power of Attorney - John D. DesPrez, III, Trustee - previously filed as exhibit (a)(17) to post effective amendment no. 42 filed on March 1, 2000.

13

(q)(5) Power of Attorney - James M. Oates - previously filed as exhibit
(q)(5) to post effective amendment no. 63 filed on February 11, 2005.

(q)(6) Power of Attorney - Board of Trustees of John Hancock Trust- Previously filed as exhibit (q)(6) to post effective amendment no. 64 filed on April 21, 2005.

(q)(7) Power of Attorney - Peter S. Burgess - Previously filed as exhibit
(q)(7) to post effective amendment no. 67 filed on July 14, 2005.

(q)(8) Power of Attorney - All Trustees - Previously filed as exhibit
(q)(8) to post effective amendment no. 68 filed on November 17, 2005.

(q)(9) Power of Attorney - All Trustees - Previously filed as exhibit
(q)(9) to post effective amendment no. 70 filed on April 26, 2006.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Four of the Trust shareholders are:

(i) John Hancock Life Insurance Company of New York ("John Hancock New York"),

(ii) John Hancock Life Insurance Company (U.S.A.) ("John Hancock USA"),

(iii) John Hancock Life Insurance Company ("JHLICO"), and

(iv) John Hancock Variable Life Insurance Company ("JHVLICO").

John Hancock New York, John Hancock USA, JHLICO and JHVLICO (collectively, the "Companies") hold Trust shares attributable to variable contracts in their respective separate accounts. The Lifestyle Trusts, the Index Allocation Trust,
[NEW FUND OF FUNDS] and the Absolute Return Trust are also shareholders of certain of the Trust portfolios. The Companies will vote all shares of each portfolio of the Trust issued to such companies in proportion to timely instructions received from owners of the contracts participating in separate accounts registered under the Investment Company Act of 1940. The Trust will vote all shares of a portfolio issued to a Lifestyle Trusts, the Index Allocation Trust, [NEW FUND OF FUNDS], or the Absolute Return Trust in proportion to such instructions.

MANULIFE FINANCIAL CORPORATION
CORPORATE ORGANIZATION LIST OF THE MANUFACTURERS LIFE INSURANCE COMPANY
ACTIVE CORPORATIONS

                                                                                                % OF    JURISDICTION OF
AFFILIATE                                                                           LEGAL ID   EQUITY    INCORPORATION
---------                                                                           --------   ------   ----------------
MANULIFE FINANCIAL CORPORATION                                                        0002       100         CANADA
   John Hancock Holdings (Delaware) LLC                                               0275       100        Delaware
      John Hancock Financial Services, Inc.                                           0003       100        Delaware
  The Manufacturers Life Insurance Company                                            0001       100         Canada
      Manulife Bank of Canada                                                         0058       100         Canada
      Manulife Financial Services Inc.                                                0199       100         Canada
      Manulife Securities International Ltd.                                          0079       100         Canada
      Manulife Canada Ltd.                                                            0157       100         Canada
      First North American Insurance Company                                          0111       100         Canada
      Equinox Financial Group, Inc.                                                   0239       100         Canada
      EIS Insurance Services, Inc.(i)                                                             50         Canada
      Cantay Holdings Inc.                                                            0051       100         Ontario
      Regional Power, Inc.                                                            0136      83.5         Canada

14

Manulife Data Services, Inc.                                                    0081       100        Barbados
Manulife Capital Inc.                                                           0278       100         Canada
MSIL Holdings (Canada) Limited                                                  0289       100         Canada
880 Belgrave Way Holdings Ltd.                                                             100    British Columbia
6212344 Canada Limited                                                          0272       100         Canada
Manulife Enterprise (Alberta) Limited                                           0276       100         Alberta
Manulife Enterprise (Bermuda) Limited                                           0277       100         Bermuda
1293319 Ontario Inc.                                                            0170       100         Ontario
3426505 Canada Inc.                                                             0161       100         Canada
FNA Financial Inc.                                                              0115       100         Canada
   Elliot & Page Limited                                                        0116       100         Ontario
NAL Resources Limited                                                           0117       100         Alberta
NAL Resources Management Limited                                                0120       100         Canada
2015500 Ontario Inc.                                                            0154       100         Ontario
NALC Holdings Inc.(ii)                                                          0103        50         Ontario
2015401 Ontario Inc.                                                            0140       100         Ontario
2024385 Ontario Inc.                                                            0153       100         Ontario
Cavalier Cable, Inc.(iii)                                                                   78        Delaware
MFC Global Investment Management (U.S.A.) Limited                               0156       100         Canada
MFC Global Fund Management (Europe) Limited                                                100         England
   MFC Global Investment Management (Europe) Limited                            0064       100         England
Manulife Holdings (Alberta) Limited                                             0201       100         Alberta
   Manulife Holdings (Delaware) LLC                                             0205       100        Delaware
      The Manufacturers Investment Corporation                                  0087       100        Michigan
         Manulife Reinsurance Limited                                           0067       100         Bermuda
            Manulife Reinsurance (Bermuda) Limited                              0203       100         Bermuda
      John Hancock Life Insurance Company (U.S.A.)                              0019       100        Michigan
            Manulife Service Corporation                                        0007       100        Colorado
            John Hancock Distributors LLC                                       0005       100        Delaware
            John Hancock Investment Management Services, LLC(4)                 0097        57        Delaware

15

                                                                                                % OF    JURISDICTION OF
AFFILIATE                                                                           LEGAL ID   EQUITY    INCORPORATION
---------                                                                           --------   ------   ----------------
                  John Hancock Life Insurance Company of New York                     0094        100       New York
                  Ennal, Inc.                                                         0124        100       Delaware
                  Avon Long Term Care Leaders LLC                                     0158        100       Delaware
                  Ironside Venture Partners I LLC                                     0196        100       Delaware
                  Ironside Venture Partners II LLC                                    0197        100       Delaware
                  Manulife Leasing Co. LLC                                                         80       Delaware
      Manulife Europe Ruckversicherungs-Aktiengesellschaft                            0138        100        Germany
      Manulife Holdings (Bermuda) Limited                                             0147        100        Bermuda
         Manulife Management Services Ltd.                                            0191        100       Barbados
         Manufacturers P&C Limited                                                    0036        100       Barbados
         Manufacturers Life Reinsurance Limited                                       0049        100       Barbados
      Manulife (Vietnam) Limited                                                      0188        100        Vietnam
         Manulife Vietnam Fund Management Company                                                 100        Vietnam
      Manulife (Singapore) Pte. Ltd.                                                  0014        100       Singapore
         John Hancock Ltd.                                                                        100       Singapore
      The Manufacturers Life Insurance Co. (Phils.), Inc.                             0164        100      Philippines
         FCM Plans, Inc.                                                              0155        100      Philippines
         Manulife Financial Plans, Inc.                                               0187        100      Philippines
      FCM Holdings Inc.                                                               0104        100      Philippines
      Manulife International Holdings Limited                                         0152        100        Bermuda
         Manulife Provident Funds Trust Company Limited                               0163        100       Hong Kong
         Manulife Asset Management (Asia) Limited                                     0078        100       Barbados
            Manulife Asset Management (Hong Kong) Limited                                         100       Hong Kong
            P.T. Manulife Aset Manajemen Indonesia                                    0141         85       Indonesia
         Manulife (International) Limited                                             0028        100        Bermuda
            Manulife-Sinochem Life Insurance Co. Ltd.                                 0043         51         China
      P.T. Asuransi Jiwa Manulife Indonesia                                           0042         80       Indonesia
                  P.T. Bunadaya Sarana Informatika                                                 98       Indonesia
                  P.T. Asuransi Jiwa Arta Mandiri Prima                               0075      99.75       Indonesia
                  P.T. Indras Insan Jaya Utama                                                  99.98       Indonesia
            P.T. Asuransi Jiwa John Hancock Indonesia                                            3.76       Indonesia
   6306471 Canada Inc.                                                                0282        100        Canada
      CDF (Thailand) Limited                                                          0287      90.20       Thailand
         OQC (Thailand) Limited(iv)                                                   0288         51       Thailand
            Manulife Insurance (Thailand) Public Company Limited(v)                   0286      72.54       Thailand
   Manulife Technology & Services Sdn Bhd.                                            0285        100       Malaysia
   6306489 Canada Inc.                                                                0283        100        Canada
   Manulife Alberta Limited                                                           0279        100        Alberta
      Manulife European Holdings (Bermuda) Limited                                    0270        100        Bermuda
         Manulife European Investments (Luxembourg) S.a.r.l.                          0271        100      Luxembourg
            Manulife Hungary Holdings Limited(vi)                                     0149         99        Hungary
   MLI Resources Inc.                                                                 0193        100        Alberta
      Manulife Life Insurance Company(vii)                                            0180         35         Japan
         MFC Global Investment Management (Japan) Limited                             0208        100         Japan
      Manulife Century Investments (Bermuda) Limited                                  0172        100        Bermuda
         Manulife Century Investments (Luxembourg) S.A.                               0173        100      Luxembourg
            Manulife Century Investments (Netherlands) B.V.                           0174        100      Netherlands
               Manulife Premium Collection Co. Ltd.                                   0178
               Y.K. Manulife Properties Japan                                         0142        100         Japan
               Manulife Century Holdings (Netherlands) B.V.                           0195        100      Netherlands

16

ITEM 25. INDEMNIFICATION

Sections 6.4 and 6.5 of the Agreement and Declaration of Trust of the Registrant provide that the Registrant shall indemnify each of its Trustees and officers against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and against all expenses, including but not limited to accountants and counsel fees, reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Trustee or officer may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except that indemnification shall not be provided if it shall have been finally adjudicated in a decision on the merits by the court or other body before which the proceeding was brought that such Trustee or officer (i) did not act in good faith in the reasonable belief that his or her action was in the best interests of the Registrant or (ii) is liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "Management of the Trust" in the Prospectus and "Investment Management Arrangements" in the Statement of Additional Information for information regarding the business of the Adviser and each of the Subadvisers. For information as to the business, profession, vocation or employment of a substantial nature of each director, officer or partner of the Adviser and each of the Subadvisers reference is made to the respective Form ADV, as amended, filed under the Investment Advisers Act of 1940, each of which is herein incorporated by reference.

ITEM 27. PRINCIPAL UNDERWRITERS

a.    Name of Investment Company               Capacity In which acting
      --------------------------               ------------------------
John Hancock Life Insurance                    Principal Underwriter
Company (U.S.A.)
Separate Account A

John Hancock Life Insurance                    Principal Underwriter
Company (U.S.A.)
Separate Account H

John Hancock Life Insurance                    Principal Underwriter
Company (U.S.A.)
Separate Account I

John Hancock Life Insurance                    Principal Underwriter
Company (U.S.A.)
Separate Account L

John Hancock Life Insurance                    Principal Underwriter
Company (U.S.A.)
Separate Account M

John Hancock Life Insurance                    Principal Underwriter
Company (U.S.A.)
Separate Account N

John Hancock Life Insurance                    Principal Underwriter
Company of New York
Separate Account A

17

John Hancock Life Insurance                    Principal Underwriter
Company of New York
Separate Account B

John Hancock Life Insurance Company            Principal Underwriter
Separate Account UV

John Hancock Variable Life Insurance Company   Principal Underwriter
Separate Account S

John Hancock Variable Life Insurance Company   Principal Underwriter
Separate Account U

John Hancock Variable Life Insurance Company   Principal Underwriter
Separate Account V

b. John Hancock Life Insurance Company (U.S.A.) is the sole member of John Hancock Distributors LLC (JHD LLC) and the following officers of John Hancock Life Insurance Company (U.S.A.) have power to act on behalf of JHD LLC: John DesPrez III* (Chairman and President), Marc Costantini* (Executive Vice President and Chief Financial Officer) and Jonathan Chiel* (Executive Vice President and General Counsel). The board of managers of JHD LLC (consisting of Marc Costantini*, Kevin Hill*, Steve Finch***, Katherine MacMillan** and, Christopher M. Walker**) may also act on behalf of JHD LLC.

* Principal business office is 601 Congress Street, Boston, MA 02210

** 200 Bloor Street East, Toronto, Ontario Canada On M4W 1E5

*** 197 Clarendon St., Boston, MA 02116

b. John Hancock Life Insurance Company (U.S.A.) is the sole member of John Hancock Distributors LLC (JHD LLC). The management of JHD LLC is vested in its board of managers (consisting OF Marc Costantini*, Kevin Hill*, Steve Finch***, Katherine MacMillan** and, Christopher M. Walker**) who have authority to act on behalf of JHD LLC.

* Principal business office is 601 Congress Street, Boston, MA 02210

** 200 Bloor Street East, Toronto, Ontario Canada On M4W 1E5 *** 197 Clarendon St., Boston, MA 02116

c. None.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained under
Section 31(a) of the Investment Company Act of 1940 are kept by John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC.), the Registrant's investment adviser, at its offices at 601 Congress Street, Boston, Massachusetts 02108,

By the Registrant at its principal business offices located at 601 Congress Street, Boston, Massachusetts 02210 or

By State Street Bank and Trust Company, the custodian for the Registrant, at its offices at 2 Avenue de Lafayette, Boston, Massachusetts 02111.

18

By A I M Capital Management, Inc., the subadviser to the All Cap Growth Trust and the Small Company Growth Trust, at its offices at 11 Greenway Plaza, Houston, Texas 77046.

By American Century Investment Management, Inc., the subadviser to the Small Company Trust and the Vista Trust, at its offices at 4500 Main Street, Kansas City, Missouri 64111.

By BlackRock Investment Management, Inc., the subadviser to the Large Cap Value Trust, at its offices at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

By Capital Guardian Trust Company., the subadviser to the Income & Value Trust, Overseas Equity Trust and the U.S. Large Cap Trust, at its offices at 333 South Hope Street, Los Angeles, California 90071.

By Capital Research Management Company, the subadviser to the American Blue Chip Income and Growth Trust, American Bond Trust, American Growth Trust, American Growth and Income Trust and the American International Trust, at its offices at 333 South Hope Street, Los Angeles, California 90071.

By ClearBridge Advisors, the subadviser to the Special Value Trust, at its offices at 399 Park Avenue, New York, New York 10022.

By Davis Selected Advisers, L.P., the subadviser to the Financial Services Trust and the Fundamental Value Trust, at its offices at 2949 East Elvira Road, Suite 101, Tuscon, Arizona 85706.

By Declaration Management & Research LLC, the subadviser to the Bond Index Trust A, Bond Index Trust B, Short-Term Bond Trust, Active Bond Trust and the Managed Trust, at its offices at 1650 Tysons Blvd., McLean, VA 22102.

By Deutsche Investment Management Americas, Inc., the subadviser to the Lifestyle Trusts, All Cap Core Trust, Global Real Estate Trust, Dynamic Growth Trust and the Real Estate Securities Trust, at its offices at 345 Park Avenue, New York, New York 10154.

By Dimensional Fund Advisors, the subadviser to the International Small Company Trust, at its offices at 1299 Ocean Avenue, Santa Monica, California 90401.

By Franklin Advisers, Inc., the investment adviser to the Income Trust, at its offices at One Franklin Parkway, San Mateo, California 94403.

By Franklin Mutual Advisers, Inc. the investment adviser to the Mutual Shares Trust, at its offices at John F. Kennedy Parkway, Short Hills, New Jersey 07078.

By Grantham, Mayo, Van Otterloo & Co. LLC, the subadviser to the Growth Opportunities Trust, Growth Trust, International Core Trust, International Growth Trust, Intrinsic Value Trust, U.S. Core Trust, U.S. Multi Sector Trust, Value Opportunities Trust and the Managed Trust, at its offices at 40 Rowes Wharf, Boston, Massachusetts 02110.

By Independence Investment LLC, the subadviser to the Growth & Income Trust and the Small Cap Trust, at its offices at 53 State Street, Boston, Massachusetts 02109.

By Jennison Associates LLC, the subadviser to the Capital Appreciation Trust, at its offices at 466 Lexington Avenue, New York, NY 10017.

By Legg Mason Capital Management, Inc., the subadviser to the Core Equity Trust, at its offices at 100 Light Street, Baltimore, Maryland 21202.

By Lord Abbett & Co., the subadviser to the Mid Cap Value Trust and the All Cap Value Trust, at its offices at 90 Hudson Street, Jersey City, New Jersey 07302-3973.

By Marsico Capital Management, LLC, the subadviser for the International Opportunities Trust, at its offices at 1200 17th Street, Denver, Colorado 80202.

19

By Massachusetts Financial Services Company, the subadviser to the Utilities Trust, at its offices at 500 Boylston Street, Boston, MA 02116.

By MFC Global Investment Management (U.S.A.) Limited, the subadviser to the Lifestyle Trusts, Index 500 Trust, Index 500 Trust B, Index Allocation Trust, Mid Cap Index Trust, Money Market Trust A, Money Market Trust B, Pacific Rim Trust, Quantitative All Cap Trust, Quantitative Mid Cap Trust, Quantitative Value Trust, Small Cap Index Trust, Total Stock Market Index Trust and the Absolute Return Trust, at its offices at 200 Bloor Street East, Toronto, Ontario, Canada M4W lE5.

By MFC Global Investment Management (U.S.), LLC, the subadviser to the Emerging Growth Trust, High Income Trust, Strategic Income Trust and the Active Bond Trust, at its offices at 101 Huntington Avenue, Boston, MA 02199-7603.

By Morgan Stanley Asset Management Inc., the subadviser of the Value Trust, at its offices at 1221 Avenue of the Americas, New York, New York 10020.

By Munder Capital Management, the subadviser to the Small Cap Opportunities Trust, at its offices at 480 Pierce Street, Birmingham, Michigan 48009.

By Pacific Investment Management Company LLC, the subadviser to the Real Return Trust, Global Bond Trust and the Total Return Trust, at its offices at 840 Newport Center Drive, Suite 300, Newport Beach, California 92660.

By Pzena Investment Management, LLC, the subadviser to the Classic Value Trust, at its offices at 120 West 45th Street, New York, NY 10036.

By RCM Capital Management LLC, the subadviser to the Emerging Small Company Trust and Scient & Technology Trust, at its offices at Four Embarcadero Center, San Francisco, CA 94111.

By RiverSource Investments, LLC, the subadviser to the Mid Cap Value Equity Trust, at its offices at 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474.

By SSgA Funds Management, Inc., the subadviser to the International Equity Index Trust A and the International Equity Index Trust B, at its offices at One Lincoln Street, Boston, Massachusetts 02111.

By Sustainable Growth Advisers, L.P., the subadviser to the U.S. Global Leaders Growth Trust, at its offices at 301 Tresser Boulevard, Suite 1310, Stamford, CT 06901.

By T. Rowe Price Associates, Inc., the subadviser to the Blue Chip Growth Trust, Equity-Income Trust, Health Science Trust, Mid Value Trust, Real Estate Equity Trust, Small Company Value Trust, Spectrum Income Trust and the Science & Technology Trust, at its offices at 100 East Pratt Street, Baltimore, MD 21202.

By Templeton Global Advisors Limited, the subadviser to the Global Trust, at its offices at Box N7759, Lyford Cay, Nassau, Bahamas.

By Templeton Investment Counsel, LLC, the subadviser to International Value Trust and the International Small Cap Trust, at its offices at 777 Mariners Island Blvd., San Mateo, CA 94404.

By UST Advisers, Inc., the subadviser to the Value & Restructuring Trust, at its offices at 225 High Ridge Road, Stamford, Connecticut 06905.

By UBS Global Asset Management (Americas) Inc., the subadviser to the Large Cap Trust, Global Allocation Trust and the Strategic Opportunities Trust, at its offices at 1 North Wacker Drive, Chicago, Illinois 60606.

By Wellington Management Company LLP, the subadviser to the Investment Quality Bond Trust, Mid Cap Stock Trust, Natural Resources Trust, Small Cap Growth Trust and the Small Cap Value Trust, at its offices at 75 State Street, Boston, Massachusetts 02109.

20

By Wells Capital Management Incorporated, the subadviser to the Core Bond Trust and the U.S. High Yield Bond Trust, at its offices at 525 Market St., San Francisco, California.

By Western Asset Management Company, the subadviser to the High Yield Trust, Strategic Bond Trust and the U.S. Government Securities Trust, at its offices at 385 East Colorado Boulevard, Pasadena, California 91101.

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not Applicable.

21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on this 13th day of February, 2007

JOHN HANCOCK TRUST

By: /s/ Keith F. Hartstein
    ------------------------------------
    Keith F. Hartstein
    President

Pursuant to the requirements of the Securities Act of 1933, this amended Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

SIGNATURE                          TITLE                       DATE
---------                          -----                       ----


/s/ Keith F. Hartstein             President                   February 13, 2007
--------------------------------   (Chief Executive Officer)
Keith F. Hartstein


/s/ John G. Vrysen                 Chief Financial Officer     February 13, 2007
--------------------------------
John G. Vrysen


/s/ Charles L. Bardelis *          Trustee                     February 13, 2007
--------------------------------
Charles L. Bardelis


/s/ James R. Boyle *               Trustee                     February 13, 2007
--------------------------------
James R. Boyle


/s/ Peter S. Burgess *             Trustee                     February 13, 2007
--------------------------------
Peter S. Burgess


/s/ Elizabeth G. Cook *            Trustee                     February 13, 2007
--------------------------------
Elizabeth G. Cook


/s/ Hassell H. McClellan *         Trustee                     February 13, 2007
--------------------------------
Hassell H. McClellan


/s/ James M. Oates *               Trustee                     February 13, 2007
--------------------------------
James M. Oates


/s/ F. David Rolwing *             Trustee                     February 13, 2007
--------------------------------
F. David Rolwing

* By Power of Attorney

JOHN HANCOCK TRUST

*By: /s/ Betsy Anne Seel
     ---------------------------
Name Betsy Anne Seel, Esq.
Title: Senior Counsel and Assistant Secretary


EXHIBITS

(a)(40) Redesignation of Names of Portfolios (Lifestyle Trusts, Growth & Income Trust, Growth & Income Trust II and International Stock Trust), dated April 28, 2006.

(a)(41) Declaration of Trust Amendment - Termination of Series of the Large Cap Growth Trust dated May 2, 2006.

(a)(42) Establishment and Designation of Additional Series of Shares of Beneficial Interest of the International Small Company Trust, Real Estate Equity Trust, Mid Cap Value Equity Trust, Global Real Estate Trust, Absolute Return Trust and the High Income Trust, dated April 28, 2006.

(a)(43) Establishment and Designation of Additional Series of Shares of Beneficial Interest of the Index Allocation Trust, dated January 30, 2006.

(a)(45) Declaration of Trust Amendment - Termination of Series III and Series IIIA Shares of the Lifestyle Trusts dated September 29, 2006.

(a)(46) Declaration of Trust Amendment - Termination of Mid Cap Core Trust and Strategic Value Trust, dated December 5, 2006.

(b)(2) By-laws of the Trust, dated June 30, 2006.

(b)(3) Amendment dated December 13, 2006 to the by-laws of the Trust, dated June 30, 2006.

(d)(1)(K) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated April 28, 2006 regarding the U.S. Government Securities Trust, Strategic Bond Trust, High Yield Trust, International Opportunities Trust, All Cap Growth Trust, Capital Appreciation Trust, Emerging Small Company Trust, International Small Company Trust, Mid Cap Value Equity Trust, Absolute Return Trust, Real Estate Equity Trust, Global Real Estate Trust and High Income Trust.

(d)(1)(L) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated October 2, 2006 regarding the Absolute Return Trust.

(d)(1)(M) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated December 1, 2006 regarding the Large Cap Value Trust.

(d)(1)(N) Amendment to Amended and Restated Advisory Agreement between the Trust and the Adviser, dated December 19, 2006 regarding the Strategic Opportunities Trust and the Large Cap Trust.

(d)(39) Subadvisory Agreement dated December 1, 2006 between John Hancock Investment Management Services, LLC and CAM North America, LLC.

(d)(40) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Asset Management (Hong Kong) Limited and RREEF America, LLC.

(d)(41) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Asset Management International GMBH and RREEF America, LLC.

(d)(42) Sub-Subadvisory Agreement dated April 28, 2006 between Deutsche Investments Australia Limited and RREEF America, LLC.

(d)(43) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and Dimensional Fund Advisors Inc.

22

(d)(44) Subadvisory Agreement dated December 29, 2006 between John Hancock Investment Management Services, LLC and Munder Capital Management,
LLC.

(d)(45) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RCM Capital Management LLC.

(d)(46) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RiverSource Investments,
LLC.

(d)(47) Sub-Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RREEF America L.L.C.

(d)(48) Sub-Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RREEF Global Advisers Limited.

(d)(49) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and Western Asset Management Company.

(d)(50) Sub - Subadvisory Agreement dated April 28, 2006 between Western Asset Management Company and Western Asset Management Company Limited.

(d)(52) Amendment to Subadvisory Agreement dated April 28, 2006 relating to All Cap Growth Trust between John Hancock Investment Management Services, LLC and A I M Capital Management, Inc.

(d)(53) Amendment dated June 30, 2006 to Subadvisory Agreement dated January 28, 1999 relating to Mid Cap Core Trust between John Hancock Investment Management Services, LLC and A I M Capital Management, Inc.

(d)(54) Amendment dated June 30, 2006 to Subadvisory Agreement dated May 1, 2004 relating to Vista Trust between John Hancock Investment Management Services, LLC and American Century Investment Management, Inc.

(d)(55) Amendment dated December 1, 2006 to Subadvisory Agreement dated September 30,2000 between John Hancock Investment Management Services, LLC and BlackRock Investment Management, LLC, relating to the Large Cap Value Trust.

(d)(56) Amendment dated June 30, 2006 to Subadvisory Agreement dated January 25, 1999 relating to the Overseas Equity and U.S. Large Cap Trusts between John Hancock Investment Management Services, LLC and Capital Guardian Trust Company.

(d)(57) Amendment dated April 28, 2006 to Subadvisory Agreement dated November 23,2005 between John Hancock Investment Management Services, LLC and Deutsche Asset Management, Inc.

(d)(58) Amendment dated June 30, 2006 to Subadvisory Agreement dated November 23, 2002 relating to Dynamic Growth Trust between John Hancock Investment Management Services, LLC and Deutsche Asset Management, Inc.

(d)(59) Amendment #2 dated June 1, 2006 to Subadvisory Agreement dated May 1, 2003 relating to Large Cap Value Trust between John Hancock Investment Management Services, LLC and Fund Asset Management, L.P.

(d)(60) Amendment dated April 28, 2006 to Subadvisory Agreement dated November 1, 2001 relating to Capital Appreciation Trust between John Hancock Investment Management Services, LLC and Jennison Associates
LLC.

23

(d)(61) Amendment April 28, 2006 to Subadvisory Agreement dated March 22, 2005 relating to International Opportunities Trust between John Hancock Investment Management Services, LLC and Marsico Capital Management, LLC.

(d)(62) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 30, 2001 relating to Utilities Trust between John Hancock Investment Management Services, LLC and Massachusetts Financial Services Company.

(d)(63) Amendment dated April 28, 2006 to Subadvisory Agreement dated May 1, 2003 between John Hancock Investment Management Services, LLC and MFC Global Investment Management (U.S.A.) Limited.

(d)(64) Subadvisory Agreement dated April 28, 2006 between John Hancock Investment Management Services, LLC and RCM Capital Management LLC.

(d)(65) Amendment dated October 6, 2006 to Subadvisory Agreement dated April 28, 2006 related to Science & Technology Trust between John Hancock Investment Management Services, LLC and RCM Capital Management LLC.

(d)(66) Amendment dated June 30, 2006 to Subadvisory Agreement dated December 1, 2005 relating to Special Value Trust between John Hancock Investment Management Services, LLC and Salomon Brothers Asset Management Inc.

(d)(67) Subadvisory Agreement dated April 28, 2006 relating to the Emerging Growth and High Income Trusts between John Hancock Investment Management Services, LLC and Sovereign Asset Management, LLC.

(d)(68) Amendment dated April 28, 2006 to Subadvisory Agreement dated January 28, 1999 relating to Real Estate Equity Trust between John Hancock Investment Management Services, LLC and T. Rowe Price Associates, Inc.

(d)(69) Amendment dated Octo. 6, 2006 to Subadvisory Agreement dated January 28, 1999 between John Hancock Investment Management Services, LLC and T. Rowe Price Associates, Inc., relating to the Science & Technology Trust.

(d)(70) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 30, 2003 relating to Large Cap Trust between John Hancock Investment Management Services, LLC and UBS Global Asset Management.

(d)(71) Amendment dated Dec 18, 2006 to Subadvisory Agreement dated April 30, 2003 relating to the Global Allocation Trust, Large Cap Trust and the Strategic Opportunities Trusts between John Hancock Investment Management Services, LLC and UBS Global Asset Management.

(d)(72) Amendment dated October 1, 2006 to Subadvisory Agreement dated October 1, 2006 relating to Value & Restructuring Trust between John Hancock Investment Management Services, LLC and UST Advisers, Inc.

(d)(73) Amendment dated June 30, 2006 to Subadvisory Agreement dated April 29, 2005 relating to the Core Bond Trust between John Hancock Investment Management Services, LLC and Wells Capital Management, Incorporated.

(p)(17) Code of Ethics of the following entities: (a) the Trust, (b) the Adviser to the Trust, (c) the Distributor to the Trust, (d) A I M Capital Management, Inc., (e) American Century Investments, (f) BlackRock Investment Management LLC., (g) Capital Guardian Trust Company, (h) Capital Research Management Company, (i) ClearBridge Advisors, LLC, (j) Davis Selected Advisors, L.P., (k) Declaration Management & Research LLC, (l) Deutsche Asset Management, Inc. (U.S.), (m) Dimensional Fund Advisors, Inc., (n) Franklin Templeton, (o) Fund Asset Management, L.P.(Mercury Advisors)(Merrill Lynch Investment Managers), (p) Grantham, Mayo, Van Otterloo & Co. LLC, (q) Independence Investment LLC, (r) Jennison Associates LLC, (s) John Hancock Advisers, (t) Legg Mason Funds Management, Inc., (u) Lord, Abbett & Co., (v) MFC Global Investment Management (U.S.A.) Limited, (w) Marsico Capital Management, LLC, (x) Massachusetts Financial Services Company, (y) Morgan Stanley Investment Management, (z) Munder Capital Management, (aa) Pacific Investment Management Company, (bb) Pzena Investment Management, LLC., (cc) RCM Capital Management, (dd) RiverSource Investments (Ameriprise): Retail Access, (ee) Salomon Brothers (Citigroup) Asset Management Inc., (ff) SSgA Funds Management, Inc., (gg) Sovereign Asset Management (MFC Global Investment Management (U.S.), LLC., (hh) Sustainable Growth Advisers, L.P., (ii) T. Rowe Price Associates, Inc., (jj) UBS Global Asset Management, (kk) United States Trust Company, (ll) Wellington Management Company, LLP, (mm) Wells Capital Management, Inc., (nn) Western Asset Management.

24

25

JOHN HANCOCK TRUST

Redesignation

of Series of Shares of Beneficial Interest


($0.01 par value per share)

The undersigned, being a majority of the Trustees of John Hancock Trust (the "Trust"), acting pursuant to Section 4.1(a) of the Agreement and Declaration of Trust of the Trust dated September 29, 1988 (the "Declaration of Trust") hereby redesignate the Series of Shares set forth below, such Series to continue to have the relative rights and preferences described in Section 4.2 of the Declaration of Trust, provided that the Trustees, in their absolute discretion, may amend any previously established relative rights and preferences as they may deem necessary or desirable to enable the Trust to comply with the Investment Company Act of 1940 or other applicable law.

"Lifestyle Aggressive Growth 1000 Trust" redesignated as "Lifestyle Aggressive Trust"
"Lifestyle Growth 820 Trust" redesignated as "Lifestyle Growth Trust" "Lifestyle Balanced 640 Trust" redesignated as "Lifestyle Balanced Trust" "Lifestyle Moderate 460 Trust" redesignated as "Lifestyle Moderate Trust" "Lifestyle Conservative 280 Trust" redesignated as "Lifestyle Conservative Trust"
"Growth & Income Trust" redesignated as "U.S. Core Trust" "Growth & Income Trust II" redesignated as "Growth & Income Trust" "International Stock Trust" redesignated as "International Core Trust"


In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 28th day of April, 2006.

/s/ Don B. Allen                        /s/ Charles L. Bardelis
-------------------------------------   ----------------------------------------
Don B. Allen                            Charles L. Bardelis


/s/ James R. Boyle                      /s/ Peter S. Burgess
-------------------------------------   ----------------------------------------
James R. Boyle                          Peter S. Burgess


/s/ Elizabeth Cook                      /s/ Hassell H. McClellan
-------------------------------------   ----------------------------------------
Elizabeth Cook                          Hassell H. McClellan


/s/ James M. Oates                      /s/ John D. Richardson
-------------------------------------   ----------------------------------------
James M. Oates                          John D. Richardson


/s/ David Rolwing
-------------------------------------
F. David Rolwing

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.


JOHN HANCOCK TRUST

TERMINATION OF
SERIES OF JOHN HANCOCK TRUST

The undersigned, constituting a majority of the Trustees of John Hancock Trust, a Massachusetts business trust (the "Trust"), acting pursuant to power conferred on the Trustees by the Agreement and Declaration of Trust of the Trust dated September 29, 1988, do hereby terminate and abolish the series of the Trust set forth below and the establishment and designation thereof.

Large Cap Growth Trust


In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 2nd day of May, 2006.

/s/ Don B. Allen                        /s/ Charles L. Bardelis
-------------------------------------   ----------------------------------------
Don B. Allen                            Charles L. Bardelis


/s/ James R. Boyle                      /s/ Peter S. Burgess
-------------------------------------   ----------------------------------------
James R. Boyle                          Peter S. Burgess


/s/ Elizabeth Cook                      /s/ Hassell H. McClellan
-------------------------------------   ----------------------------------------
Elizabeth Cook                          Hassell H. McClellan


/s/ James M. Oates                      /s/ John D. Richardson
-------------------------------------   ----------------------------------------
James M. Oates                          John D. Richardson


/s/ David Rolwing
-------------------------------------
F. David Rolwing

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.


JOHN HANCOCK TRUST

Establishment and Designation

of Additional Series of Shares of Beneficial Interest


($0.01 par value per share)

The undersigned, being a majority of the Trustees of John Hancock Trust (the "Trust"), acting pursuant to Section 4.1(a) of the Agreement and Declaration of Trust of the Trust dated September 29, 1988 (the "Declaration of Trust") hereby establish and designate the following new Series of Shares (as defined in the Declaration of Trust), such Series of Shares to have the following special and relative rights:

1. The new Series of Shares shall be designated:

International Small Company Trust
Real Estate Equity Trust
Mid Cap Value Equity Trust
Global Real Estate Trust
Absolute Return Trust
High Income Trust

2. The new Series of Shares shall have the relative rights and preferences described in Section 4.2 of the Declaration of Trust, provided that the Trustees, in their absolute discretion, may amend any previously established relative rights and preferences as they may deem necessary or desirable to enable the Trust to comply with the Investment Company Act of 1940 or other applicable law.

In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 28th day of April, 2006

/s/ Don B. Allen                        /s/ Charles L. Bardelis
-------------------------------------   ----------------------------------------
Don B. Allen                            Charles L. Bardelis


/s/ James R. Boyle                      /s/ Peter S. Burgess
-------------------------------------   ----------------------------------------
James R. Boyle                          Peter S. Burgess


/s/ Elizabeth Cook                      /s/ Hassell H. McClellan
-------------------------------------   ----------------------------------------
Elizabeth Cook                          Hassell H. McClellan


/s/ James M. Oates                      /s/ John D. Richardson
-------------------------------------   ----------------------------------------
James M. Oates                          John D. Richardson


/s/ David Rolwing
-------------------------------------
F. David Rolwing

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.


JOHN HANCOCK TRUST

Establishment and Designation

of Additional Series of Shares of Beneficial Interest


($0.01 par value per share)

The undersigned, being a majority of the Trustees of John Hancock Trust (the "Trust"), acting pursuant to Section 4.1(a) of the Agreement and Declaration of Trust of the Trust dated September 29, 1988 (the "Declaration of Trust") hereby establish and designate the following new Series of Shares (as defined in the Declaration of Trust), such Series of Shares to have the following special and relative rights:

1. The new Series of Shares shall be designated:

Index Allocation Trust

2. The new Series of Shares shall have the relative rights and preferences described in Section 4.2 of the Declaration of Trust, provided that the Trustees, in their absolute discretion, may amend any previously established relative rights and preferences as they may deem necessary or desirable to enable the Trust to comply with the Investment Company Act of 1940 or other applicable law.

In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this January 30, 2006

/s/ Don B. Allen                        /s/ Charles L. Bardelis
-------------------------------------   ----------------------------------------
Don B. Allen                            Charles L. Bardelis


/s/ James R. Boyle                      /s/ Peter S. Burgess
-------------------------------------   ----------------------------------------
James R. Boyle                          Peter S. Burgess


/s/ Elizabeth Cook                      /s/ Hassell H. McClellan
-------------------------------------   ----------------------------------------
Elizabeth Cook                          Hassell H. McClellan


/s/ James M. Oates                      /s/ John D. Richardson
-------------------------------------   ----------------------------------------
James M. Oates                          John D. Richardson


/s/ David Rolwing
-------------------------------------
F. David Rolwing

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.


JOHN HANCOCK TRUST

TERMINATION OF
SERIES III AND SERIES IIIA SHARES
OF JOHN HANCOCK TRUST

The undersigned, constituting a majority of the Trustees of John Hancock Trust, a Massachusetts business trust (the "Trust"), acting pursuant to power conferred on the Trustees by the Agreement and Declaration of Trust of the Trust dated September 29, 1988, do hereby terminate and abolish Series III shares of each of the series of the Trust and Series IIIA shares of each series of the Trust set forth below.

Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust


In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 29 day of September, 2006.

/s/ Don B. Allen                        /s/ Charles L. Bardelis
-------------------------------------   ----------------------------------------
Don B. Allen                            Charles L. Bardelis


/s/ James R. Boyle                      /s/ Peter S. Burgess
-------------------------------------   ----------------------------------------
James R. Boyle                          Peter S. Burgess


/s/ Elizabeth Cook                      /s/ Hassell H. McClellan
-------------------------------------   ----------------------------------------
Elizabeth Cook                          Hassell H. McClellan


/s/ James M. Oates                      /s/ John D. Richardson
-------------------------------------   ----------------------------------------
James M. Oates                          John D. Richardson


/s/ F. David Rolwing
-------------------------------------
F. David Rolwing

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.


JOHN HANCOCK TRUST

TERMINATION OF
SERIES OF JOHN HANCOCK TRUST

The undersigned, constituting a majority of the Trustees of John Hancock Trust, a Massachusetts business trust (the "Trust"), acting pursuant to power conferred on the Trustees by the Agreement and Declaration of Trust of the Trust dated September 29, 1988, do hereby terminate and abolish the series of the Trust set forth below and the establishment and designation thereof.

Mid Cap Core Trust
Strategic Value Trust

In witness whereof, the undersigned have executed this instrument in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust this 5 day of December, 2006.

/s/ Don B. Allen                        /s/ Charles L. Bardelis
-------------------------------------   ----------------------------------------
Don B. Allen                            Charles L. Bardelis


/s/ James R. Boyle                      /s/ Peter S. Burgess
-------------------------------------   ----------------------------------------
 James R. Boyle                         Peter S. Burgess


/s/ Elizabeth Cook                      /s/ Hassell H. McClellan
-------------------------------------   ----------------------------------------
Elizabeth Cook                          Hassell H. McClellan


/s/ James M. Oates                      /s/ John D. Richardson
-------------------------------------   ----------------------------------------
James M. Oates                          John D. Richardson


/s/ F. David Rolwing
-------------------------------------
F. David Rolwing

The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a copy of which together with all amendments thereto is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that this instrument was executed by the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of them or the shareholders of the Trust individually, but are binding only upon the assets belonging to the Trust, or the particular Series of Shares in question, as the case may be.


BY-LAWS

OF

JOHN HANCOCK TRUST

JUNE 30, 2006


.

.
.

Table of Contents

                                                                            Page
                                                                            ----
ARTICLE I --  Definitions................................................    1

ARTICLE II -- Offices....................................................    1

   Section 2.1    Principal Office.......................................    1
   Section 2.2    Other Offices..........................................    1

ARTICLE III -- Shareholders .............................................    1

   Section 3.1    Meetings...............................................    1
   Section 3.2    Notice of Meetings.....................................    1
   Section 3.3    Proxies................................................    2
   Section 3.4    Abstentions and Broker Non-Votes.......................    2
   Section 3.5    Quorum.................................................    2
   Section 3.6.   Action without Meeting.................................    3
   Section 3.7    Action at Meeting......................................    3
   Section 3.8    Inspection of Records..................................    3

ARTICLE IV -- Trustees...................................................    3

   Section 4.1    Meetings of the Trustees...............................    3
   Section 4.2    Quorum and Manner of Acting............................    4

ARTICLE V -- Executive and Other Committees..............................    4

   Section 5.1    How Constituted........................................    4
   Section 5.2    Meetings, Quorum and Manner of Acting..................    4

ARTICLE VI -- Officers...................................................    5

   Section 6.1    General Provisions.....................................    5
   Section 6.2    Election, Term of Office and Qualifications............    5
   Section 6.3    Removal................................................    5
   Section 6.4    Powers and Duties of the Chairman......................    5
   Section 6.5    Powers and Duties of the Vice Chairman.................    5
   Section 6.6    Powers and Duties of the President.....................    5
   Section 6.7    Powers and Duties of Vice Presidents...................    6
   Section 6.8    Powers and Duties of the Treasurer.....................    6
   Section 6.9    Powers and Duties of the Secretary.....................    6
   Section 6.10   Powers and Duties of Assistant Treasurers..............    6

i

   Section 6.11   Powers and Duties of Assistant Secretaries.............    6
   Section 6.12   Compensation of Officers and Trustees and Members of
                     the Advisory Board..................................    6
   Section 6.13    Resignation...........................................    6

ARTICLE VII -- Fiscal Year ..............................................    7

ARTICLE VIII -- Seal.....................................................    7

ARTICLE IX -- Sufficiency and Waivers of Notice..........................    7

ARTICLE X -- Amendments .................................................    7

ARTICLE XI - Miscellaneous...............................................    7

   Section 11.1   Agreement and Declaration of Trust.....................    8
   Section 11.2   Share Certificates.....................................    8
   Section 6.9    Custodian..............................................    8

ii

ARTICLE I

DEFINITIONS

All capitalized terms have the respective meanings given them in the Agreement and Declaration of Trust of John Hancock Trust (the "Trust") dated September 29, 1988, as amended or restated from time to time.

ARTICLE II

OFFICES

Section 2.1. Principal Office. Until changed by the Trustees, the principal office of the Trust shall be in Boston, Massachusetts.

Section 2.2. Other Offices. The Trust may have offices in such other places without as well as within The Commonwealth of Massachusetts as the Trustees may from time to time determine.

ARTICLE III

SHAREHOLDERS

Section 3.1. Meetings. Meetings of the Shareholders of the Trust or a Series or Class thereof shall be held as provided in the Agreement and Declaration of Trust. Meetings of the Shareholders, including meetings involving only the holders of Shares of one or more but less than all Series or Classes thereof, may be called at any time by the Chairman of the Board, President, or any Vice-President of the Trust, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority of the Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the total number of Outstanding Shares of the Trust entitled to vote at such meeting. Meetings of the Shareholders of any Series shall be called by the President or the Secretary at the written request of the holder or holders of ten percent (10%) or more of the total number of Outstanding Shares of such Series of the Trust entitled to vote at such meeting. Any such request shall state the purpose of the proposed meeting.

Section 3.2. Notice of Meetings. Notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees by delivering (by electronic, telephonic, facsimile or computerized means or other alternative means as may be approved by resolutions adopted by the Trustees) or mailing to each Shareholder at his address as recorded on the register of the Trust mailed at least seven (7) days before the meeting, provided, however, that notice of a meeting need not be given to a Shareholder to whom such notice need not be given under the proxy rules of the Commission under the 1940 Act and the Securities Exchange Act of 1934, as amended. Any adjourned meeting may be held as adjourned without further notice. No notice need be given to any Shareholder who shall have failed to inform the Trust of

1

his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized, is filed with the records of the meeting.

Section 3.3. Proxies. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that either: (i) an instrument authorizing such proxy to act is executed in writing by the Shareholder or by his duly authorized attorney in fact (who may be so authorized by a writing or by any non-written means permitted by the laws of the Commonwealth of Massachusetts) and dated not more than eleven (11) months before the meeting unless the instrument specifically provides for a longer period, or
(ii) such proxy to act is authorized by such electronic, telephonic, computerized or other alternative means as may be approved by a resolution adopted by the Trustees, which authorization is received not more than eleven
(11) months before the meeting. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote pursuant to the Trust's Agreement and Declaration of Trust and fractional shares shall be entitled to a proportionate fractional vote. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder.

Section 3.4. Abstentions and Broker Non-Votes. Outstanding Shares represented in person or by proxy (including Broker Non-Votes and Shares which abstain with respect to one or more proposals presented for Shareholder approval) will be counted for purposes of determining whether a quorum is present at a meeting. Except as otherwise provided by law, abstentions will be treated as Shares that are present and entitled to vote for purposes of determining the number of Shares that are present and entitled to vote with respect to any particular proposal, but will not be counted as a vote cast on such proposal. A "Broker Non-Vote" occurs if a broker or nominee holding Shares in "street name" indicates on the proxy that it does not have discretionary authority to vote as to a particular proposal. Except as otherwise provided by law, Broker Non-Votes will be treated as present and entitled to vote for purposes of determining the number of Shares that are present and entitled to vote with respect to such proposal, but will not be counted as a vote cast on such proposal.

Section 3.5. Quorum. Except as otherwise provided by law, the Trust's Agreement and Declaration of Trust or these By-laws, the holders of a majority of the Shares issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote

2

communication in a manner, if any, authorized by the Board of Trustees in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 3.6. Action without Meeting. Any action which may be taken by Shareholders may be taken without a meeting if a majority of Outstanding Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Agreement and Declaration of Trust, or the By-laws) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 3.7. Action at Meeting. When a quorum is present at any meeting, any matter other than the election of Trustees to be voted upon by the Shareholders at such meeting shall be decided by the vote of the holders of Shares having a majority of the votes cast by the holders of all of the Shares present or represented and voting on such matter (or if there are two or more classes of shares entitled to vote as a separate classes, then in the case of each such class, the holders of a majority of the shares of that class present or represented and voting on such matter), except when a different vote is required by law, the Trust's Agreement and Declaration of Trust or these By-laws. When a quorum is present at any meeting, any election by Shareholders of Trustees shall be determined by a plurality of the votes cast by the Shareholders entitled to vote on the election.

Section 3.8. Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation.

ARTICLE IV

TRUSTEES

Section 4.1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the President, the Chairman, the Secretary or by any twoo of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be given by telephone, cable, wireless, facsimile or electronic means to each Trustee at his business address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. The Trustees may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting

3

can hear each other at the same time and participation by such means shall be deemed to have been held at a place designated by the Trustees at the meeting. Participation in a telephone conference meeting shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a majority of the Trustees consent to the action in writing and the written consents are filed with the records of the Trustees' meetings. Such consents shall be treated as a vote for all purposes.

Section 4.2. Quorum and Manner of Acting. A majority of the Trustees shall be present in person at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Agreement and Declaration of Trust or these By-laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.

ARTICLE V

EXECUTIVE AND OTHER COMMITTEES

Section 5.1. How Constituted. The Trustees may, by resolution, designate one or more committees, including an Executive Committee, an Audit Committee, Administrative Committee, Compliance Committee and one or more Investment Committees, each consisting of at least two Trustees. The Executive Committee shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may, from time to time, delegate to them except those powers which by law, the Agreement and Declaration of Trust or these By-laws they are prohibited from delegating. The powers conferred upon other Trustee committee members would be subject to the same limitations as with respect to the Executive Committee. The Trustees may, by resolution, designate one or more alternate members of any committee to serve in the absence of any member or other alternate member of such committee. Each member and alternate member of a committee shall be a Trustee and shall hold office at the pleasure of the Trustees. The Trustees may designate a chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman. The Chairman of the Board shall be a member of the Executive Committee.

Section 5.2. Meetings, Quorum and Manner of Acting. The Trustees may (1) provide for stated meetings of any Committee, (2) specify the manner of calling and notice required for special meetings of any Committee, (3) specify the number of members of a Committee required to constitute a quorum and the number of members of a Committee required to exercise specified powers delegated to such Committee, (4) authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting, and (5) authorize the members of a Committee to meet by means of a telephone conference circuit.

4

Each Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in a book designated for that purpose and kept in the office of the Trust.

ARTICLE VI

OFFICERS

Section 6.1. General Provisions. The officers of the Trust shall be a Chairman, a President, a Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees may elect or appoint such other officers or agents as the business of the Trust may require, including one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents.

Section 6.2. Election, Term of Office and Qualifications. The officers of the Trust and any Series thereof shall be elected by the Trustees. Except as provided in Sections 6.3 and 6.4 of this Article VI, each officer elected by the Trustees shall hold office at the pleasure of the Trustees. Any two or more offices may be held by the same person. The Chairman of the Board shall be selected from among the Trustees and may hold such office only so long as he/she continues to be a Trustee. Any Trustee or officer may be but need not be a Shareholder of the Trust.

Section 6.3. Removal. The Trustees, at any regular or special meeting of the Trustees, may remove any officer with or without cause, by a vote of a majority of the Trustees then in office. Any officer or agent appointed by an officer or committee may be removed with or without cause by such appointing officer or committee.

Section 6.4. Powers and Duties of the Chairman. The Chairman shall preside at the meetings of the Shareholders and of the Trustees. He may call meetings of the Trustees and of any committee thereof whenever he deems it necessary.

Section 6.5. Powers and Duties of the Vice Chairman. The Trustees may, but need not, appoint one or more Vice Chairman of the Trust. The Vice Chairman shall perform such duties as may be assigned to him or her from time to time by the Trustees or the Chairman.

Section 6.6. Powers and Duties of the President. The President shall be the chief executive officer of the Trust and shall preside at all meetings of the Trustees and Shareholders in the absence of the Chairman. Subject to the control of the Trustees and to the control of any Committees of the Trustees, within their respective spheres as provided by the Trustees, he shall at all times exercise general supervision over the business and policies of the Trust. He shall have the power to employ attorneys and counsel for the Trust or any Series or Class thereof and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust or any Series or Class thereof. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust or any Series thereof.

5

The President shall have such other powers and duties, as from time to time may be conferred upon or assigned to him by the Trustees.

Section 6.7. Powers and Duties of Vice Presidents. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees, shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him from time to time by the Trustees and the President.

Section 6.8. Powers and Duties of the Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He shall deliver all funds of the Trust or any Series or Class thereof which may come into his hands to such Custodian as the Trustees may employ. He shall render a statement of condition of the finances of the Trust or any Series or Class thereof to the Trustees as often as they shall require the same and he shall in general perform all the duties incident to the office of a Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

Section 6.9. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Trustees and of the Shareholders in proper books provided for that purpose; he shall have custody of the seal of the Trust; he shall have charge of the Share transfer books, lists and records unless the same are in the charge of a transfer agent. He shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-laws and as required by law; and subject to these By-laws, he shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees.

Section 6.10. Powers and Duties of Assistant Treasurers. In the absence or disability of the Treasurer, any officer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each officer shall perform such other duties as from time to time may be assigned to him by the Trustees. Each officer performing the duties and exercising the powers of the Treasurer, if any, and any Assistant Treasurer, shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

Section 6.11. Powers and Duties of Assistant Secretaries. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Secretary. Each Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the Trustees.

Section 6.12. Compensation of Officers and Trustees and Members of the Advisory Board. Subject to any applicable provisions of the Agreement and Declaration of Trust, the compensation of the officers and Trustees and members of an advisory board shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom

6

such power may be conferred by the Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he is also a Trustee.

Section 6.13 Resignation. Any officer may resign at any time by written instrument signed by such officer and delivered to the Chairman, the President or the Secretary or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Trust and any Series thereof shall be established by resolution of the Trustees.

ARTICLE VIII

SEAL

The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe but the absence of a seal shall not impair the validity or execution of any document.

ARTICLE IX

SUFFICIENCY AND WAIVERS OF NOTICE

Whenever any notice whatever is required to be given by law, the Agreement and Declaration of Trust or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been sent by mail, telegraph, cable, wireless, facsimile or electronic means for the purposes of these By-laws when it has been delivered to a representative of any entity holding itself out as capable of sending notice by such means with instructions that it be so sent.

ARTICLE X

AMENDMENTS

These By-laws, or any of them, may be altered, amended or repealed, or new By-laws may be adopted by a vote of a majority of the Trustees, provided, however, that no By-law may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires,

7

pursuant to federal or state law, the Agreement and Declaration of Trust or these By-laws, a vote of the Shareholders.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Agreement and Declaration of Trust. These By-laws shall be subject to the Agreement and Declaration of Trust as amended from time to time.

Section 11.2 Share Certificates. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use.

Section 11.3 Custodian. The Trustees may appoint or otherwise engage one or more banks or trust companies, each having an aggregate capital, surplus and undivided profits (as shown in its last published report) of at least two million dollars ($2,000,000) to serve as Custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in these By-laws from time to time. The Trustees may also authorize the Custodian to employ one or more sub-custodians, including such foreign banks and securities depositories as meet the requirements of applicable provisions of the 1940 Act, and upon such terms and conditions as may be agreed upon between the Custodian and such sub-custodian, to hold securities and other assets of the Trust and to perform the acts and services of the Custodian, subject to applicable provisions of law and resolutions adopted by the Trustees.

END OF BY-LAWS

8

AMENDMENT DATED DECEMBER 13, 2006 TO
JOHN HANCOCK TRUST BYLAWS
DATED JUNE 30, 2006

Section 6 of the Bylaws, which is currently named "Officers" is renamed "Officers and Trustees Emeritus."

The following new sub-section is added to Section 6:

Section 6.14 Trustee Emeritus

The Board of Trustees may, from time to time, in its discretion, confer upon such of its former members as it may determine the title of "Trustee Emeritus." Such title shall be honorary in nature, and persons upon whom the title may be conferred shall not be members of the Board of Trustees, shall not vote upon matters submitted to a vote of the Board of Trustees, and shall serve as Trustee Emeritus pursuant to such policies and procedures as the Board of Trustees may establish from time to time.

A Trustee Emeritus shall attend all Board of Trustees meetings. The Trustee Emeritus shall also serve on such committees of the Board of Trustees and perform such other duties as the Chairman of the Board of Trustees may request from time to time.

For his or her services, a Trustee Emeritus shall be entitled to receive such compensation from the Trust as the Board of Trustees shall determine from time to time.


JOHN HANCOCK TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

AMENDMENT made this 28th day of April, 2006, to the Amended and Restated Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999, as amended, between John Hancock Trust (formerly, Manufacturers Investment Trust), a Massachusetts business trust (the "Trust") and John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability company ("MSS" or the "Adviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A to this Agreement is revised to reflect changes to the advisory fees of the

U.S. Government Securities Trust Strategic Bond Trust
High Yield Trust
International Opportunities Trust All Cap Growth Trust
Capital Appreciation Trust
Emerging Small Company Trust

as noted in the Amendment.

Appendix A to this Agreement is revised to add the advisory fees of the following portfolios:

International Small Company Trust Mid Cap Value Equity Trust
Absolute Return Trust
Real Estate Equity Trust
Global Real Estate Trust
High Income Trust

2. EFFECTIVE DATE

This Amendment shall become effective with respect to each portfolio set forth above (individually, the "Portfolio") on the later of:

the date of its execution, approval by the Board of Trustees of the Trust of this Amendment, and (iii) if applicable, the date of the meeting of shareholders (or sole shareholder, if applicable) of the Portfolio called for the purpose of voting on this Amendment, at which meeting this Amendment shall have been approved by the vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940, as amended) of the Portfolio.

JOHN HANCOCK TRUST                      JOHN HANCOCK INVESTMENT MANAGEMENT
                                           SERVICES, LLC
                                        by: John Hancock  Life Insurance Company
                                            (U.S.A.), Managing Member


By: /s/ Keith Hartstein                 By: /s/ John G. Vrysen
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------


APPENDIX A

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Adviser Fee").

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

CHANGES TO THE ADVISORY FEES OF EXISTING PORTFOLIOS

                                           FIRST       EXCESS OVER
                                       $500 MILLION   $500 MILLION
                                       OF AGGREGATE   OF AGGREGATE
PORTFOLIO                               NET ASSETS*    NET ASSETS*
---------                              ------------   ------------
U.S. Government Securities(1)
Strategic Bond(2)
High Yield(3)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the U.S. Government Securities Trust, a series of the Trust, and the U.S. Government Securities Fund, a series of John Hancock Funds II, are included.

(2) For purposes of determining Aggregate Net Assets, the net assets of: the Strategic Bond Trust, a series of the Trust, and the Strategic Bond Fund, a series of John Hancock Funds II, are included.

(3) For purposes of determining Aggregate Net Assets, the net assets of: the High Yield Trust, a series of the Trust, and the High Yield Fund, a series of John Hancock Funds II, are included.

A-1

                                                          BETWEEN
                                           FIRST        $750 MILLION      EXCESS OVER
                                       $750 MILLION   AND $1.5 BILLION   $1.5 BILLION
                                       OF AGGREGATE     OF AGGREGATE     OF AGGREGATE
PORTFOLIO                               NET ASSETS       NET ASSETS       NET ASSETS
---------                              ------------   ----------------   ------------
International Opportunities Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the International Opportunities Trust, a series of the Trust, and the International Opportunities Fund, a series of John Hancock Funds II, are included.

                                                          BETWEEN
                                           FIRST        $500 MILLION      EXCESS OVER
                                       $500 MILLION    AND $1 BILLION     $1 BILLION
                                       OF AGGREGATE   OF AGGREGATE NET   OF AGGREGATE
PORTFOLIO                               NET ASSETS         ASSETS         NET ASSETS
---------                              ------------   ----------------   ------------
All Cap Growth Trust

                                                           BETWEEN           BETWEEN
                                           FIRST        $300 MILLION      $500 MILLION     EXCESS OVER
                                       $300 MILLION   AND $500 MILLION   AND $1 BILLION    $1 BILLION
                                       OF AGGREGATE     OF AGGREGATE      OF AGGREGATE    OF AGGREGATE
PORTFOLIO                               NET ASSETS       NET ASSETS        NET ASSETS      NET ASSETS
---------                              ------------   ----------------   --------------   ------------
Capital Appreciation Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Capital Appreciation Trust, a series of the Trust, and the Capital Appreciation Fund, a series of John Hancock Funds II, are included.

                                                                  EXCESS OVER
                                                FIRST            $500 MILLION
                                            $500 MILLION         OF AGGREGATE
PORTFOLIO                              OF AGGREGATE NET ASSETS    NET ASSETS
---------                              -----------------------   ------------
Emerging Small Company Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Emerging Small Company Trust, a series of the Trust, and the Emerging Small Company Fund, a series of John Hancock Funds II, are included.

NEW PORTFOLIOS

                                           FIRST      EXCESS OVER
                                       $100 MILLION   $100 MILLION
                                       OF AGGREGATE   OF AGGREGATE
PORTFOLIO                               NET ASSETS     NET ASSETS
---------                              ------------   -----------
International Small Company Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the International Small Company Trust, a series of the Trust, and the International Small Company Fund, a series of John Hancock Funds II, are included.

A-2

                                                          BETWEEN            BETWEEN
                                           FIRST        $250 MILLION      $500 MILLION     EXCESS OVER
                                       $250 MILLION   AND $500 MILLION   AND $1 BILLION    $1 BILLION
                                       OF AGGREGATE     OF AGGREGATE      OF AGGREGATE    OF AGGREGATE
PORTFOLIO                               NET ASSETS       NET ASSETS        NET ASSETS      NET ASSETS
---------                              ------------   ----------------   --------------   ------------
Mid Cap Value Equity Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Mid Cap Value Equity Trust, a series of the Trust, and the Mid Cap Value Equity Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN
                                           FIRST        $200 MILLION      EXCESS OVER
                                       $200 MILLION   AND $500 MILLION   $500 MILLION
                                       OF AGGREGATE     OF AGGREGATE     OF AGGREGATE
PORTFOLIO                               NET ASSETS       NET ASSETS       NET ASSETS
---------                              ------------   ----------------   ------------
Absolute Return Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Absolute Return Trust, a series of the Trust, and the Absolute Return Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN
                                           FIRST        $250 MILLION     EXCESS OVER
                                       $250 MILLION   AND $500 MILLION   $500 MILLION
                                       OF AGGREGATE     OF AGGREGATE     OF AGGREGATE
PORTFOLIO                               NET ASSETS       NET ASSETS       NET ASSETS
---------                              ------------   ----------------   ------------
Real Estate Equity Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Real Estate Trust, a series of the Trust, and the Real Estate Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN
                                           FIRST        $500 MILLION      EXCESS OVER
                                       $500 MILLION   AND $750 MILLION   $750 MILLION
                                       OF AGGREGATE     OF AGGREGATE     OF AGGREGATE
PORTFOLIO                               NET ASSETS       NET ASSETS       NET ASSETS
---------                              ------------   ----------------   ------------
Global Real Estate Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Global Real Estate Trust, a series of the Trust, and the Global Real Estate Fund, a series of John Hancock Funds II, are included.

                                                           BETWEEN            BETWEEN
                                           FIRST        $150 MILLION       $500 MILLION      EXCESS OVER
                                       $150 MILLION   AND $500 MILLION   AND $2.5 BILLION   $2.5 BILLION
                                       OF AGGREGATE     OF AGGREGATE       OF AGGREGATE     OF AGGREGATE
PORTFOLIO                               NET ASSETS       NET ASSETS         NET ASSETS       NET ASSETS
---------                              ------------   ----------------   ----------------   ------------
High Income Trust(1)

(1) For purposes of determining Aggregate Net Assets, the net assets of: the High Income Trust, a series of the Trust, and the High Income Fund, a series of John Hancock Funds II, are included.

A-3

JOHN HANCOCK TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

AMENDMENT made this 2nd day of October, 2006, to the Amended and Restated Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999, as amended, between John Hancock Trust, a Massachusetts business trust (the "Trust"), and John Hancock Investment Management Services, LLC, a Delaware limited liability company ("JHIMS" or the "Adviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A to this Agreement is revised to amend and restate the advisory fee for the Absolute Return Trust.

2. EFFECTIVE DATE

This Amendment shall become effective with respect to the Absolute Return Trust (the "Portfolio") on the later of:

(i) the date of its execution, (ii) approval by the Board of Trustees of the Trust of this Amendment and (iii) approval of the Amendment by the shareholder(s) of the Portfolio.

John Hancock Trust

By: /s/ Keith Hartstein
    ---------------------------------
    Keith Hartstein, President

John Hancock Investment Management Services, LLC

By: /s/ Bruce Speca
    ---------------------------------
    Bruce Speca, Executive Vice
    President


APPENDIX A

The Adviser shall serve as investment adviser for the Absolute Return Trust.

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Absolute Return Trust, a fee computed separately for the Absolute Return Trust as follows (the "Adviser Fee").

The Adviser Fee has two components: (a) a fee on net assets invested in Affiliated Funds ("Affiliated Fund Assets") and (b) a fee on net assets not invested in Affiliated Funds ("Other Assets"). Affiliated Funds are any fund of John Hancock Trust, John Hancock Funds II and John Hancock Funds III excluding the following John Hancock Trust funds: Money Market Trust B, 500 Index Trust B, International Equity Index Trust B, Bond Index Trust B.

(a) The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of the aggregate net assets of the Absolute Return Trust and the Absolute Return Fund, a series of John Hancock Funds II, (collectively, the "Absolute Return Funds") determined in accordance with the following schedule, and that rate is applied to the Affiliated Fund Assets of the Absolute Return Trust.

ADVISORY FEE ON AFFILIATED FUND ASSETS

AGGREGATE NET ASSETS OF ABSOLUTE RETURN FUNDS

               BETWEEN $200
    FIRST       MILLION AND    EXCESS OVER
$200 MILLION   $500 MILLION   $500 MILLION
------------   ------------   ------------

(b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the Absolute Return Funds determined in accordance with the following schedule, and that rate is applied to the Other Assets of the Absolute Return Trust.

ADVISORY FEE ON OTHER ASSETS

AGGREGATE NET ASSETS OF ABSOLUTE RETURN FUNDS

               BETWEEN $200
    FIRST       MILLION AND    EXCESS OVER
$200 MILLION   $500 MILLION   $500 MILLION
------------   ------------   ------------

The term "Aggregate Net Assets of Absolute Return Funds" in the schedule above includes the net assets of the Absolute Return Trust. The term also includes the net assets of the Absolute Return Fund, but only for the period during which the subadviser for the Absolute Return Trust also serves as the subadviser for the Absolute Return Fund and only with respect to the net assets of the Absolute Return Fund that are managed by the subadviser.

2

For purposes of determining Aggregate Net Assets of the Absolute Return Funds and calculating the fee on Affiliated Fund Assets and the fee on Other Assets, the net assets of the Absolute Return Trust are determined as of the close of business on the previous business day of the Trust and the net assets of the Absolute Return Fund are determined as of the close of business on the previous business day of John Hancock Funds II. Affiliated Fund Assets and Other Assets are determined as of the close of business on the previous business day of the Trust.

The fee on Affiliated Fund Assets for the Absolute Return Trust shall be based on the applicable annual Affiliated Funds fee rate for the Absolute Return Trust which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Affiliated Funds Fee Table to the applicable portions of Aggregate Net Assets of Absolute Return Funds divided by
(ii) Aggregate Net Assets of Absolute Return Funds (the "Applicable Annual Affiliated Funds Fee Rate").

The fee on Other Assets for the Absolute Return Trust shall be based on the applicable annual Other Assets fee rate for the Absolute Return Trust which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Other Assets to the applicable portions of Aggregate Net Assets of Absolute Return Funds divided by (ii) Aggregate Net Assets of Absolute Return Funds (the "Applicable Annual Other Assets Fee Rate").

The fee on Affiliated Fund Assets for the Absolute Return Trust shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Absolute Return Trust. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

The fee on Other Assets for the Absolute Return Trust shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Absolute Return Trust. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

The daily Adviser Fee for the Absolute Return Trust shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets.

If, with respect to the Absolute Return Trust, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

3

JOHN HANCOCK TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

AMENDMENT made this 1st day of December, 2006, to the Amended and Restated Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999, as amended, between John Hancock Trust, a Massachusetts business trust (the "Trust") and John Hancock Investment Management Services, LLC, a Delaware limited liability company ("JHIMS" or the "Adviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A to this Agreement is revised to change the advisory fee for the Large Cap Value Trust.

2. EFFECTIVE DATE

This Amendment shall become effective with respect to the Large Cap Value Trust (the "Portfolio") on the later of:

(i) the date of its execution and (ii) approval by the Board of Trustees of the Trust of this Amendment.

John Hancock Trust

By: /s/ Keith Hartstein
    --------------------------
    Keith Hartstein, President

John Hancock Investment Management Services, LLC

By: /s/ Bruce Speca
    --------------------------------------
    Bruce Speca, Executive Vice President


APPENDIX A

The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

The term Aggregate Net Assets in the chart below includes the net assets of the Portfolio of the Trust. It also includes with respect to the Portfolio as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

The Adviser Fee for the Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Adviser Fee for the Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

                                       BETWEEN           BETWEEN $1 BILLION   BETWEEN $1.5 BILLION
            FIRST $500 MILLION   $500 MILLION AND $1    AND $1.5 BILLION OF    AND $2 BILLION OF        EXCESS OVER $2
             OF AGGREGATE NET    BILLION OF AGGREGATE      AGGREGATE NET         AGGREGATE NET       BILLION OF AGGREGATE
PORTFOLIO        ASSETS*             NET ASSETS*              ASSETS*               ASSETS*              NET ASSETS*
---------   ------------------   --------------------   -------------------   --------------------   --------------------

* Aggregate Net Assets include the net assets of the Large Cap Value Trust, a series of John Hancock Trust, and the Large Cap Value Fund, a series of John Hancock Funds II.

2

JOHN HANCOCK TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

AMENDMENT made this 19th day of December, 2006, to the Amended and Restated Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999, as amended, between John Hancock Trust, a Massachusetts business trust (the "Trust") and John Hancock Investment Management Services, LLC, a Delaware limited liability company ("JHIMS" or the "Adviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

The advisory fees for the Strategic Opportunities Trust and the Large Cap Trust (the "Portfolios") are revised as set forth in Appendix A.

2. EFFECTIVE DATE

This Amendment shall become effective with respect to each Portfolio on the later of:

(i) the date of its execution and (ii) approval by the Board of Trustees of the Trust of this Amendment with respect to a Portfolio.

John Hancock Trust

By: /s/ Keith Hartstein
    --------------------------
    Keith Hartstein, President

John Hancock Investment Management Services, LLC

By: /s/ Bruce Speca
    -------------------------------------
    Bruce Speca, Executive Vice President


APPENDIX A

The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").

The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Portfolio also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

The Adviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

2

                                   BETWEEN         BETWEEN
                                 $250 MILLION   $500 MILLION
                      FIRST           AND            AND        EXCESS OVER
                  $250 MILLION   $500 MILLION   $750 MILLION   $750 MILLION
                  OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO          NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------         ------------   ------------   ------------   ------------
Large Cap Trust

* Aggregate Net Assets include the net assets of the Large Cap Trust and the Strategic Opportunities Trust, each a series of John Hancock Trust, and the Large Cap Fund, a series of John Hancock Funds II.

                                    BETWEEN        BETWEEN
                                 $250 MILLION   $500 MILLION
                      FIRST           AND            AND        EXCESS OVER
                  $250 MILLION   $500 MILLION   $750 MILLION   $750 MILLION
                  OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO          NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------         ------------   ------------   ------------   ------------
Strategic
Opportunities
Trust

* Aggregate Net Assets include the net assets of the Large Cap Trust and the Strategic Opportunities Trust, each a series of John Hancock Trust, and the Large Cap Fund, a series of John Hancock Funds II.

3

JOHN HANCOCK TRUST
SUBADVISORY AGREEMENT

AGREEMENT made this 1st day of December, 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and CAM NORTH AMERICA, LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the portfolios of the Trust specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolio" or "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent unless expressly authorized in this Agreement or another writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

v. provide determinations of the fair value of certain securities when market quotations are not readily available for purposes of calculating net asset value for the Trust's Custodian in accordance with the procedures and methods established by the Trustees of the Trust.

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will


negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provided research and brokerage services a higher commission for a particular transaction than otherwise might have been charges by another broker-dealer, if the Subadviser determines that the higher commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the subadviser. The Subadviser may use for the benefit of the Subadviser's other client's or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

d. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 ("the Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or Trust for any loss suffered by the Adviser or Trust resulting from its acts or omissions as Subadviser to the Portfolios, except for losses resulting from willful misfeasance, bad faith, or gross negligence in the performance of, or from reckless disregard or, the duties of the Subadviser or any of its directors, officers or employees.

5. SUPPLEMENTAL ARRANGEMENTS

The Subadviser may enter into arrangements with other persons affiliated with the Subadviser to better enable it to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Subadviser.

6. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as Trustees, officers, stockholders or otherwise; that directors, officers, agents and stockholders of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions thereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Articles of Incorporation of the Subadviser, respectively, or by specific provision of applicable law.

7. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

8. DURATION AND TERMINATION OF AGREEMENT

2

This Agreement shall become effective on the later of its execution or its approval by the Board of Trustees of the Trust (as described below). Thereafter, the Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the Portfolios of the Trust.

If any required shareholder approval of the Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of any contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

a. The Subadviser fails to be registered as an investment adviser under the Investment Adviser's Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this agreement.

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

c. the chief executive officer or controlling stockholder of the Subadviser or the portfolio manager of any Portfolio changes.

10. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust who are not interested person of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the Portfolios of the Trust.

3

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Portfolios listed in Appendix A.

12. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

13. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

14. SEVERABILITY

Should any portion of this Agreement for any reason be held to void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

15. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement conflict with applicable provisions of the Investment Company Act, the latter shall control.

16. LIMITATION OF LIABILITY

The Declaration of Trust establishing the Trust, dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name "John Hancock Trust" refers to the Trustees under the declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any Portfolio thereof, but only the assets belonging to the Trust, or to the particular portfolio with which the obligee or claimant dealt, shall be liable.

17. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

1. other subadvisers to a Portfolio

2. other subadvisers to a Trust portfolio

3. other subadvisers to a portfolio under common control with the Portfolio

18. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The parties agree to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit their employees from trading on any such confidential information.

4

All information furnished by one part to the other party to the other party (including their respective agents, employees and representatives) hereunder shall be treated as confidential and shall not be disclosed to third parties, except if it is otherwise in the public domain or, with notice to the other party, as may be necessary to comply with applicable laws, rules, regulations subpoenas or court orders. Further, the Adviser and Trust agree that information supplied by the Subadviser, including approved lists, internal procedures, compliance procedures and any board materials, is valuable to the Subadviser, and the Adviser and Trust agree not to disclose any of the information contained in such materials, except: (i) as required by applicable law or regulation; (ii) as required by state or federal regulatory authorities; (iii) to the Board, counsel to the Board, counsel to the Trust, the independent accountants and any other agent of the Portfolios; or (iv) as otherwise agreed to by the parties in writing.

19. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide the Adviser with the Subadviser's written policies and procedures ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser and documentation describing the results of any such examination and of any periodic testing of the Compliance Policies, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act.

20. USE OF NAMES

The parties agree that the name of the Adviser and Subadviser, the names of the affiliates of the Adviser and the Subadviser and any derivative, logo, trademark, service mark or trade name are the valuable property of the Adviser and Subadviser and their affiliates, respectively. Upon termination of this Agreement, the Adviser and the Subadviser shall forthwith cease to use such name(s), derivatives, logos, trademarks, service marks or trades names of the other party. It is understood that the Subadviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Investment Company Act or other applicable laws and regulations. If the Adviser or the Subadviser makes an unauthorized use of the other party's names, derivatives, logos, trademarks, service marks or trade names, it is acknowledged that such other party shall suffer irreparable hardship for which monetary damages are inadequate and therefore such other party will be entitled to injunctive relief.

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the dated first mentioned above.

John Hancock Investment Management Services, LLC

by: /s/ Bruce Speca
    ------------------------------------
Name: Bruce Speca
Title: Executive Vice President

CAM NORTH AMERICA, LLC

By: /s/ Terrence Murphy
    ------------------------------------
Name: Terrence Murphy
Title: Chief Administration Officer

6

APPENDIX A

The Subadviser shall serve as investment subadviser for the following portfolio of the Trust (the "Portfolio"). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for the Portfolio at an annual rate as follows (the "Subadviser Percentage Fee"):

PORTFOLIO                    ALL ASSET LEVELS
---------                    ----------------
Special Value Trust.......

The Subadviser Percentage Fee for the Portfolio shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Subadviser. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the applicable annual rate described in the preceding paragraph, and multiplying this product by the net assets of the Portfolio as determined in accordance with the Trust's prospectus and statement of additional information as of the close of business on the previous business day on which the Trust was open for business.

If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

7

RESEARCH AND ADVISORY AGREEMENT

RREEF AMERICA L.L.C.
AN AFFILIATE OF DEUTSCHE ASSET MANAGEMENT, INC.
875 N. MICHIGAN AVENUE
41ST FLOOR
CHICAGO, ILLINOIS 60611

As of April 28, 2006

Deutsche Asset Management (Hong Kong) Limited

We have entered into a Research and Advisory Agreement with Deutsche Asset Management, Inc. ("DAMI") dated April 28, 2006, under which DAMI has delegated to RREEF America L.L.C. ("RREEF") substantially all of its duties under a subadvisory agreement (the "Subadvisory Agreement") dated as of November 23, 2002, as amended from time to time, between DAMI and John Hancock Investment Management Services, LLC (f/k/a Manufacturers Securities Services, LLC) (the "Adviser"), a Delaware limited liability company, on behalf of Global Real Estate Trust (the "Fund"), pursuant to which DAMI acts as a subadviser to the Fund. A copy of the Subadvisory Agreement has been previously furnished to you. In furtherance of such duties to the Fund, and with the approval of the Fund, we wish to avail ourselves of your investment advisory services. Accordingly, with the acceptance of the Fund, we hereby agree with you as follows for the duration of this Agreement:

1. You agree to furnish to us such information, investment recommendations, advice and assistance as we shall from time to time reasonably request. You shall primarily be responsible for recommendations with respect to securities of companies primarily located in the following geographic region(s) (the "Territory"): Asia. In carrying out your investment advisory duties hereunder, you will comply with the objectives, guidelines and restrictions as may be agreed upon by you and us in writing from time to time, and also with the investment restrictions outlined in the Fund's registration statement filed with the U.S. Securities and Exchange Commission, as the same may be amended from time to time. You shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

2. We agree to pay to you, as compensation for the services to be rendered by you pursuant to this Agreement, a monthly fee to be calculated as provided in this Section 2. Your fee will be a percentage of the monthly fee received by us (through DAMI) under the Subadvisory Agreement. The percentage of the fee that you will receive will be based upon the FTSE EPRA / NAREIT Global Real Estate Index (the "Index"). Your fee will be calculated by multiplying the total monthly fee received by RREEF under the Subadvisory Agreement by the proportion of total real estate investments in the Index which are attributed to your Territory (as measured based upon the latest articulation of the Index prior to the payment date). We will, within ten (10) days following our receipt of the fees paid to us under the Subadvisory Agreement, calculate the dollar value of your monthly fee and transmit the same to you in United States Dollars.

In the event that we determine that you are not authorized under United States securities laws to receive compensation with respect to the Fund for your Territory (or any part thereof), you will not receive your monthly fee (or such portion of your monthly fee corresponding to the portion of your Territory for which such a determination has been made). The fees that would have otherwise been paid to you but for this decision will be


EXECUTION VERSION

redistributed pro rata among RREEF and the other similarly situated regional subadvisers providing investment advisory services under similar Research and Advisory Agreements ("Regional Subadvisers").

In the event that this Agreement is terminated for any reason, RREEF will use the date of termination as the measurement date for the purpose of determining the percentage of fees owed to you. Such fees will be prorated by the number of days during the month of termination on which you perform the services provided for herein. Any excess fees held by RREEF after such calculations are made will be divided amongst RREEF and the other Regional Subadvisers in accordance with the Index and formula listed above.

We agree to work with you, in order to make our relationship as productive as possible for the benefit of the Fund, to further the development of your ability to provide the services contemplated by Section 1. To this end we agree to work with you to assist you in developing your research techniques, procedures and analysis. We may from time to time furnish you with informal memoranda reflecting our understanding of our working procedures with you, which will be agreed to by each of us and may be revised as you work with us pursuant to this Agreement. We agree not to furnish, without your consent, to any person other than our personnel and directors and representatives of the Fund any tangible research material that is prepared by you, that is not publicly available, and that has been stamped or otherwise clearly indicated by you as being confidential.

You agree to treat the Fund's portfolio holdings as confidential information in accordance with the Fund's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit your employees from trading on any such confidential information. We agree that upon DAMI's notification to us of any amendments to the Fund's "Policy Regarding Disclosure of Portfolio Holdings," we will notify you of the same.

3. You shall be entitled to sub-delegate, where necessary, the performance of any or all of the services hereunder to any member of a company controlled by Deutsche Bank AG ("Group Companies"), provided that if such delegation would violate the anti-assignment provisions of the Investment Advisers Act, or any other applicable law or regulation, then it shall not be permitted without the approval of the Trustees of the Fund.

4. You agree that you will not make a short sale of any capital stock of the Fund, or purchase any share of the capital stock of the Fund otherwise than for investment.

5. Your services to us are not to be deemed exclusive and you are free to render similar services to others, except as otherwise provided in Section 1 hereof.

6. Nothing herein shall be construed as constituting you an agent of us or of the Fund.

7. You represent and warrant that you are registered as an investment advisor under the U.S. Investment Advisers Act of 1940, as amended. You agree to maintain such registration in effect during the term of this Agreement.

8. Neither you nor any affiliate of yours shall receive any compensation in connection with the placement or execution of any transaction for the purchase or sale of securities or for the investment of funds on behalf of the Fund, except that you or your affiliates may receive a commission, fee or other remuneration for acting as broker in connection with the sale of securities to or by the Fund, if permitted under the U.S. Investment Company Act of 1940, as amended, and all other applicable laws and regulations.

9. You agree that you will not consult with any other subadviser engaged by Adviser with respect to transactions in securities or other assets concerning the Fund or another fund advised by Adviser, except to the extent such consultation is made with respect to the Fund(s) with another affiliated adviser in the Group Companies, or to the extent permitted under the U.S. Investment Company Act of 1940, as amended.

10. We agree that you may rely on information reasonably believed by you to be accurate and reliable. We further agree that neither you nor your officers, directors, employees or agents shall be subject to any liability for any act or omission in the course of, connected with or arising out of any services to be rendered hereunder except by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties

2

EXECUTION VERSION

or by reason of reckless disregard of your obligations and duties under this Agreement. We acknowledge and agree that we are responsible for all of your acts and omissions in performing the services under this Agreement.

11. This Agreement shall remain in effect until April 28, 2008 and shall continue in effect thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of (i) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund's Board of Trustees or the holders of a majority of the outstanding voting securities of the Fund. This Agreement may nevertheless be terminated at any time, without penalty, by the Fund's Board of Trustees or by vote of holders of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to you, at your address given in Paragraph 13 hereof or at any other address of which you shall have notified us in writing, or by you upon 60 days' written notice to us and to the Fund, and shall automatically be terminated in the event of its assignment or of the termination (due to assignment or otherwise) of the Subadvisory Agreement, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for purposes of this Agreement. Any such notice shall be deemed given when received by the addressee.

12. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto. It may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of the Fund; and (ii) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund vote to approved the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other fund affected by the amendment or (b) all of the portfolios of the John Hancock Trust.

13. Any notice hereunder shall be in writing and shall be delivered in person or by facsimile (followed by mailing such notice, air mail postage paid, the day on which such facsimile is sent).

Addressed

If to RREEF America L.L.C., to:

RREEF America L.L.C.

Floor 26
101 California Street
San Francisco, Ca 94111
Attention: Marlena Casellini Managing Director, Chief Operating Officer


(Facsimile No. 1.415.392.4648)

With a copy to:

RREEF America L.L.C.

875 N. Michigan Avenue
41st Floor
Chicago, IL 60611

Attention: Barry H. Braitman Managing Director


(Facsimile No. 1.312.266.9346)

3

EXECUTION VERSION

If to Deutsche Asset Management (Hong Kong) Limited, to:

Floor 53, Cheung Kong Center

2 Queen's Road Central
Hong Kong, China
Attention: Edouard Fernen Peter, Head of Asset Management, Asia Pacific and Middle East


(Facsimile No. 852-2203-7230)

or to such other address as to which the recipient shall have informed the other party.

Notice given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and if by facsimile and mail, the date on which such facsimile and confirmatory letter are sent.

14. This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the U.S. Investment Company Act of 1940, as amended. As used herein the terms "interested person," "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the U.S. Investment Company Act of 1940, as amended.

15. The Agreement and Declaration of Trust, a copy of which, together with all amendments thereto (the "Declaration") is on file in the Office of the Secretary of State of The Commonwealth of Massachusetts provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of John Hancock Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of John Hancock Trust or any portfolio thereof, but only the assets belonging to John Hancock Trust, or to the particular portfolio with respect to which such obligation or claim arose, shall be liable.

16. Upon execution of this Agreement, you shall provide the Adviser with your written policies and procedures, or summaries thereof ("Compliance Policies"), as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, you shall submit to the Adviser: (i) no less frequently than annually any material changes (or summaries thereof) to the Compliance Polices, (ii) no less frequently than the next regular report to the Adviser, notification of any litigation or investigation that, in your reasonable determination, would have a material impact on your ability to perform your obligations under this Agreement, and (iii) no less frequently than the next regular report to the Adviser, notification of any material compliance matter that, in your reasonable determination, relates to the services provided by you to the Fund, including but not limited to any material violation of the Compliance Polices, the commencement or results of any regulatory examination conducted, or periodic testing of the Compliance Polices, provided that any such notification and/or disclosure required herein is not prohibited by applicable law. Throughout the term of this Agreement, you shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Investment Company Act, provided, however, that the provision of such certifications, information and access is not prohibited by applicable law. You may deliver to DAMI all reports, summaries, notifications, certifications, and other information you are required by this paragraph to deliver to the Adviser, and DAMI will then coordinate and deliver the same to the Adviser on your behalf.

[Signature Page Immediately Follows]

4

EXECUTION VERSION

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

Very truly yours,

RREEF AMERICA L.L.C.

By: /s/ Chris Hughes
    ------------------------------------
Name: Chris Hughes
Title: Managing Director

The foregoing agreement is hereby accepted as of the date first above written.

Deutsche Asset Management (Hong Kong) Limited

By: /s/ Karen Ng
    ------------------------------------
Name: Karen Ng
Title: Head of Operations


By: /s/ Edouard Femen Peter
    ------------------------------------
Name: Edouard Femen Peter
Title: Chief Executive Officer

Accepted:

Global Real Estate Trust

By:

5

EXECUTION VERSION

RESEARCH, ADVISORY AND

INVESTMENT MANAGEMENT AGREEMENT

RREEF AMERICA L.L.C.

AN AFFILIATE OF DEUTSCHE ASSET MANAGEMENT, INC.

875 N. MICHIGAN AVENUE

41ST FLOOR

CHICAGO, ILLINOIS 60611

As of April 28, 2006

Deutsche Asset Management International GmbH

We have entered into a Research, Advisory and Investment Management Agreement with Deutsche Asset Management, Inc. ("DAMI") dated April 28, 2006, under which DAMI has delegated to RREEF America L.L.C. ("RREEF") substantially all of its duties under a subadvisory agreement (the "Subadvisory Agreement") dated as of November 23, 2002, as amended from time to time, between DAMI and John Hancock Investment Management Services, LLC (f/k/a Manufacturers Security Services, LLC) (the "Adviser"), a Delaware limited liability company, on behalf of Global Real Estate Trust (the "Fund"), pursuant to which DAMI acts as a subadviser to the Fund. A copy of the Subadvisory Agreement has been previously furnished to you. In furtherance of such duties to the Fund, and with the approval of the Fund, we wish to avail ourselves of your investment advisory and investment management services. Accordingly, with the acceptance of the Fund, we hereby agree with you as follows for the duration of this Agreement:

1. We hereby appoint you as an investment manager to supervise and direct the investment and reinvestment (the "Investments") with respect to securities of companies primarily located in the following geographic region(s) (the "Territory"): Europe and Africa (the Investments in the Territory are sometimes referred to herein as the "Portfolio"). In carrying out your investment advisory and investment management duties hereunder, you will comply with the objectives, guidelines and restrictions (the "Investment Guidelines) as may be agreed upon by you and us from time to time, and also with the investment restrictions outlined in the Fund's registration statement filed with the United States Securities and Exchange Commission, as the same may be amended from time to time. The Investment Guidelines may be amended at any time by written agreement between you and us. You shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

Subject to the Investment Guidelines, you are authorized to deal with the Investments in any way (including, without limitation, the purchase, sale, conversion or exchange of securities, the purchase or sale of subscription rights, the purchase or sale of foreign exchange, the exercise, purchase or sale of option rights, and entering into futures contracts in such markets as it considers appropriate), as well as to carry out all other customary actions which appear to you to be appropriate in relation to the investment or reinvestment of the Investments. Transactions in any market are subject to the standard conditions, practices, usages and regulations, prevailing at such market.

We agree that you are authorized to place orders directly with brokers and dealers as permitted by the Investment Guidelines. We agree that you may select brokers and dealers for execution of transactions relating


to the Investments at your sole discretion in accordance with the principle of best execution and in accordance with the Investment Guidelines. In making such selection, you will consider not only the available securities' prices, commission charges and other fees, but also other relevant factors (such as, without limitation, execution capabilities, research, statistical and other services provided to you by such brokers or dealers) affecting the transaction price.

Brokerage and research services provided to you by brokers include not only general research services but also specialized services such as First Call, Telerate, Reuters, Bloomberg, Quotron and Topic. Research services received consist of company analysis, technical analysis, company news, market news and economic and market research. All of these services provided to you and for which we agree that you shall be entitled to retain the value are reviewed regularly and are provided to your clients as appropriate assistance to the investment-decision making process of you.

We agree that you may from time to time direct trades to brokers which have provided specific brokerage or research services for the benefit of your clients; in addition, we agree that you generally plan each year to allocate trades effected on behalf of your clients among brokers which provide superior brokerage and research services for the benefit of your clients.

We agree that you will not be responsible for exercising any voting rights relating to any of the Investments. We further agree that you will not provide any legal advice or act for us in any class action proceedings involving Investments or issuers of securities of Investments held in the Portfolio.

In dealings with third parties you will, as our authorized representative, act in our name and for our account. We shall provide you with any specific authorization or certification you may require.

2. We agree to pay to you, as compensation for the services to be rendered by you pursuant to this Agreement, a monthly fee to be calculated as provided in this Section 2. Your fee will be a percentage of the monthly fee received by us (through DAMI) under the Subadvisory Agreement. The percentage of the fee that you will receive will be based upon the FTSE EPRA / NAREIT Global Real Estate Index (the "Index"). Your fee will be calculated by multiplying the total monthly fee received by RREEF under the Subadvisory Agreement by the proportion of total real estate investments in the Index which are attributed to your Territory (as measured based upon the latest articulation of the Index prior to the payment date). We will, within ten (10) days following our receipt of the fees paid to us under the Subadvisory Agreement, calculate the dollar value of your monthly fee and transmit the same to you in United States Dollars.

In the event that this Agreement is terminated for any reason, RREEF will use the date of termination as the measurement date for the purpose of determining the percentage of fees owed to you. Such fees will be prorated by the number of days during the month of termination on which you perform the services provided for herein. Any excess fees held by RREEF after such calculations are made will be divided amongst RREEF and the other Regional Subadvisers in accordance with the Index and formula listed above.

We will indemnify you for all taxes, duties, charges, fees and expenses (including, without limitation, broker fees, dealer fees, clearing bank fees, and legal fees) you incur as a result of your services hereunder. The obligations contained in this sub-clause shall survive the termination of the Agreement.

We agree to work with you, in order to make our relationship as productive as possible for the benefit of the Fund, to further the development of your ability to provide the services contemplated by Section 1. To this end we agree to work with you to assist you in developing your research techniques, procedures and analysis. We may from time to time furnish you with informal memoranda reflecting our understanding of our working procedures with you, which will be agreed to by each of us and may be revised as you work with us pursuant to this Agreement. We agree not to furnish, without your consent, to any person other than our personnel and directors and representatives of the Fund any tangible research material that is prepared by you, that is not publicly available, and that has been stamped or otherwise clearly indicated by you as being confidential.

You agree to treat the Fund's portfolio holdings as confidential information in accordance with the Fund's "Policy Regarding Disclosure of Portfolio Holdings", as such policy may be amended from time to time, and to prohibit your employees from trading on any such confidential information. We agree that upon


DAMI's notification to us of any amendments to the Fund's "Policy Regarding Disclosure of Portfolio Holdings," we will notify you of the same.

3. You shall be entitled to sub-delegate, where necessary, the performance of any or all of the services hereunder to any member of a company controlled by Deutsche Bank AG ("Group Companies") only if and when you have received our prior written consent to so sub-delegate such services, and we agree that our written consent shall not be unreasonably withheld. In no event will we provide you with our written consent to sub-delegate the performance of your services hereunder if we determine the sub-delegation of the performance of your services hereunder would be in violation of the Fund's Prospectus and/or Statement of Additional Information filed with the United States Securities and Exchange Commission or the U.S. Investment Company Act of 1940, as amended, or the U.S. Investment Advisers Act of 1940, as amended, or any other applicable law or regulation.

4. You agree that you will not make a short sale of any capital stock of the Fund, or purchase any share of the capital stock of the Fund otherwise than for investment.

5. Your services to us are not to be deemed exclusive and you are free to render similar services to others, except as otherwise provided in Section 1 hereof.

6. We agree to furnish you with any information with respect to the Investments which you may reasonably require. We further agree to provide you promptly upon the signing of this Agreement with all evidence of the necessary power and authority of us and the persons signing the Agreement on behalf of us to bind us in relation to dealings with you, to provide you with a list of specimen signatures of persons entitled to act on behalf of us in all dealings with you, and to supply copies to you of any consents required in relation to the entering into of this Agreement and the performance of your obligations hereunder.

Except as agreed between the parties, all information exchanged under this Agreement shall be treated as confidential and shall not be disclosed to third parties (excluding Group Companies and the custodian) except as required by law.

We agree that you are authorized to record every telephone conversation held with your Advised Portfolio Group or Fund Management Department. We agree to the recording and its storage for a limited period of time. We will inform our employees integrated in this working process accordingly and obtain their agreement with such recording. We will oblige such employees not to provide any third person with the telephone numbers of your Advised Portfolio Group or Fund Management Department.

7. You represent and warrant that you are registered as an investment advisor under the U.S. Investment Advisers Act of 1940, as amended. You agree to maintain such registration in effect during the term of this Agreement. You further agree to immediately notify us should you receive information that your status as a registered investment advisor under the U.S. Investment Advisers Act of 1940, as amended, ceases.

8. You shall not receive any compensation in connection with the placement or execution of any transaction for the purchase or sale of securities or for the investment of funds on behalf of the Fund, unless prior to your receipt of such compensation we have been notified and have informed you of our determination that you are authorized to receive a commission, fee or other remuneration for acting as broker in connection with the sale of securities to or by the Fund. In no event will we provide you with such a determination if we believe the payment to you of any commission, fee, or other remuneration for acting as a broker would be in violation of the Fund's Prospectus and/or Statement of Additional Information filed with the United States Securities and Exchange Commission or the U.S. Investment Company Act of 1940, as amended, or any other applicable law or regulation.

9. You agree that you will not consult with any other subadviser engaged by Adviser with respect to transactions in securities or other assets concerning the Fund or another fund advised by Adviser, except to the extent such consultation is made with respect to the Fund(s) with another affiliated adviser in the Group Companies, or to the extent we have been notified of your desire to consult another subadviser and we have informed you of our determination that such consultation is permissible and appropriate. In no event will we provide you with such a determination if we believe your consultation with any other subadviser engaged by


Adviser would be a violation of the Fund's Prospectus and/or Statement of Additional Information filed with the United States Securities and Exchange Commission or the U.S. Investment Company Act of 1940, as amended.

10. We agree that you may rely on information reasonably believed by you to be accurate and reliable. We further agree that neither you nor your officers, directors, employees or agents shall be subject to any liability to RREEF America L.L.C. for any act or omission in the course of, connected with or arising out of any services to be rendered hereunder except by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties or by reason of reckless disregard of your obligations and duties under this Agreement. We acknowledge and agree that we are responsible for all of you acts and omissions in performing the services under this Agreement.

11. This Agreement shall remain in effect until April 28, 2008 and shall continue in effect thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of (i) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund's Board of Trustees or the holders of a majority of the outstanding voting securities of the Fund. This Agreement may nevertheless be terminated at any time, without penalty, by the Fund's Board of Trustees or by vote of holders of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to you, at your address given in Paragraph 13 hereof or at any other address of which you shall have notified us in writing, or by you upon 60 days' written notice to us, and shall automatically be terminated in the event of its assignment or of the termination (due to assignment or otherwise) of the Subadvisory Agreement, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for purposes of this Agreement. Any such notice shall be deemed given when received by the addressee.

12. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto. It may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of the Fund; and (ii) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund vote to approved the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other fund affected by the amendment or (b) all of the portfolios of the John Hancock Trust.

13. Any notice hereunder shall be in writing and shall be delivered in person or by facsimile (followed by mailing such notice, air mail postage paid, the day on which such facsimile is sent).

Addressed

If to RREEF America L.L.C., to:

RREEF America L.L.C.
Floor 26
101 California Street
San Francisco, Ca 94111
Attention: Marlena Casellini Managing Director, Chief Operating Officer


(Facsimile No. 1.415.392.4648)


With a copy to:

RREEF America L.L.C.

875 N. Michigan Avenue
41st Floor
Chicago, IL 60611

Attention: Barry H. Braitman Managing Director


(Facsimile No. 1.312.266.9346)

If to Deutsche Asset Management International GmbH, to:

__ Floor
Mainzer Landstra(beta)e 178-190 Frankfurt am Main, Germany
Attention: Mr. Michael Koch Director

(Facsimile No.)

or to such other address as to which the recipient shall have informed the other party.

Notice given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and if by facsimile and mail, the date on which such facsimile and confirmatory letter are sent.

14. This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the U.S. Investment Company Act of 1940, as amended, or the U.S. Investment Advisers Act of 1940, as amended. As used herein the terms "interested person," "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the U.S. Investment Company Act of 1940, as amended.

15. Notwithstanding anything in this Research, Advisory and Investment Management Agreement to the contrary, you are not and shall not become by virtue of this Research, Advisory and Investment Management Agreement an agent of the Adviser or of the Fund.

16. The Agreement and Declaration of Trust, a copy of which, together with all amendments thereto (the "Declaration") is on file in the Office of the Secretary of State of The Commonwealth of Massachusetts provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of John Hancock Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of John Hancock Trust or any portfolio thereof, but only the assets belonging to John Hancock Trust, or to the particular portfolio with respect to which such obligation or claim arose, shall be liable.

17. Upon execution of this Agreement, you shall provide the Adviser with your written policies and procedures, or summaries thereof ("Compliance Policies"), as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, you shall submit to the Adviser: (i) no less frequently than annually any material changes (or summaries thereof) to the Compliance Polices, (ii) no less frequently than the next regular report to the Adviser, notification of any litigation or investigation that, in your reasonable determination, would have a material impact on your ability to perform your obligations under this Agreement,


and (iii) no less frequently than the next regular report to the Adviser, notification of any material compliance matter that, in your reasonable determination, relates to the services provided by you to the Fund, including but not limited to any material violation of the Compliance Polices, the commencement or results of any regulatory examination conducted, or periodic testing of the Compliance Polices, provided that any such notification and/or disclosure required herein is not prohibited by applicable law. Throughout the term of this Agreement, you shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Investment Company Act, provided, however, that the provision of such certifications, information and access is not prohibited by applicable law. You may deliver to DAMI all reports, summaries, notifications, certifications, and other information you are required by this paragraph to deliver to the Adviser, and DAMI will then coordinate and deliver the same to the Adviser on your behalf.

[Signature Page Immediately Follows]


If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

Very truly yours,

RREEF AMERICA L.L.C.

By: /s/ Chris Hughes
    ----------------------------------
Name: Chris Hughes
Title: Managing Director

The foregoing agreement is hereby accepted as of the date first above written.

Deutsche Asset Management International GmbH

By: /s/ Goring
    ----------------------------------
Name: Goring
Title: Managing Director


By: /s/ Koch
    ----------------------------------
Name: Koch
Title: Director

Accepted:

Global Real Estate Trust

By: /s/ John G. Vrysen
    --------------------------------


RESEARCH AND ADVISORY AGREEMENT

RREEF AMERICA L.L.C.

AN AFFILIATE OF DEUTSCHE ASSET MANAGEMENT, INC.

875 N. MICHIGAN AVENUE

41ST FLOOR

CHICAGO, ILLINOIS 60611

As of April 28, 2006

Deutsche Investments Australia Limited

We have entered into a Research and Advisory Agreement with Deutsche Asset Management, Inc. ("DAMI") dated April 28, 2006, under which DAMI has delegated to RREEF America L.L.C. ("RREEF") substantially all of its duties under a subadvisory agreement (the "Subadvisory Agreement") dated as of November 23, 2002, as amended from time to time, between DAMI and John Hancock Investment Management Services, LLC (f/k/a Manufacturers Securities Services, LLC) (the "Adviser"), a Delaware limited liability company, on behalf of Global Real Estate Trust (the "Fund"), pursuant to which DAMI acts as a subadviser to the Fund. A copy of the Subadvisory Agreement has been previously furnished to you. In furtherance of such duties to the Fund, and with the approval of the Fund, we wish to avail ourselves of your investment advisory services. Accordingly, with the acceptance of the Fund, we hereby agree with you as follows for the duration of this Agreement:

1. You agree to furnish to us such information, investment recommendations, advice and assistance as we shall from time to time reasonably request. You shall primarily be responsible for recommendations with respect to securities of companies primarily located in the following geographic region(s) (the "Territory"): Australia and New Zealand. In carrying out your investment advisory duties hereunder, you will comply with the objectives, guidelines and restrictions as may be agreed upon by you and us in writing from time to time, and also with the investment restrictions outlined in the Fund's registration statement filed with the U.S. Securities and Exchange Commission, as the same may be amended from time to time. You shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

2. We agree to pay to you, as compensation for the services to be rendered by you pursuant to this Agreement, a monthly fee to be calculated as provided in this Section 2. Your fee will be a percentage of the monthly fee received by us (through DAMI) under the Subadvisory Agreement. The percentage of the fee that you will receive will be based upon the FTSE EPRA / NAREIT Global Real Estate Index (the "Index"). Your fee will be calculated by multiplying the total monthly fee received by RREEF under the Subadvisory Agreement by the proportion of total real estate investments in the Index which are attributed to your Territory (as measured based upon the latest articulation of the Index prior to the payment date). We will, within ten (10) days following our receipt of the fees paid to us under the Subadvisory Agreement, calculate the dollar value of your monthly fee and transmit the same to you in United States Dollars.

In the event that we determine that you are not authorized under United States securities laws to receive compensation with respect to the Fund for your Territory (or any part thereof), you will not receive your monthly fee (or such portion of your monthly fee corresponding to the portion of your Territory for which such a determination has been made). The fees that would have otherwise been paid to you but for this decision will be


redistributed pro rata among RREEF and the other similarly situated regional subadvisers providing investment advisory services under similar Research and Advisory Agreements ("Regional Subadvisers").

In the event that this Agreement is terminated for any reason, RREEF will use the date of termination as the measurement date for the purpose of determining the percentage of fees owed to you. Such fees will be prorated by the number of days during the month of termination on which you perform the services provided for herein. Any excess fees held by RREEF after such calculations are made will be divided amongst RREEF and the other Regional Subadvisers in accordance with the Index and formula listed above.

We agree to work with you, in order to make our relationship as productive as possible for the benefit of the Fund, to further the development of your ability to provide the services contemplated by Section 1. To this end we agree to work with you to assist you in developing your research techniques, procedures and analysis. We may from time to time furnish you with informal memoranda reflecting our understanding of our working procedures with you, which will be agreed to by each of us and may be revised as you work with us pursuant to this Agreement. We agree not to furnish, without your consent, to any person other than our personnel and directors and representatives of the Fund any tangible research material that is prepared by you, that is not publicly available, and that has been stamped or otherwise clearly indicated by you as being confidential.

You agree to treat the Fund's portfolio holdings as confidential information in accordance with the Fund's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit your employees from trading on any such confidential information. We agree that upon DAMI's notification to us of any amendments to the Fund's "Policy Regarding Disclosure of Portfolio Holdings," we will notify you of the same.

3. You shall be entitled to sub-delegate, where necessary, the performance of any or all of the services hereunder to any member of a company controlled by Deutsche Bank AG ("Group Companies"), provided that if such delegation would violate the anti-assignment provisions of the Investment Advisers Act, or any other applicable law or regulation, then it shall not be permitted without the approval of the Trustees of the Fund.

4. You agree that you will not make a short sale of any capital stock of the Fund, or purchase any share of the capital stock of the Fund otherwise than for investment.

5. Your services to us are not to be deemed exclusive and you are free to render similar services to others, except as otherwise provided in Section 1 hereof.

6. Nothing herein shall be construed as constituting you an agent of us or of the Fund.

7. You represent and warrant that you are registered as an investment advisor under the U.S. Investment Advisers Act of 1940, as amended. You agree to maintain such registration in effect during the term of this Agreement.

8. Neither you nor any affiliate of yours shall receive any compensation in connection with the placement or execution of any transaction for the purchase or sale of securities or for the investment of funds on behalf of the Fund, except that you or your affiliates may receive a commission, fee or other remuneration for acting as broker in connection with the sale of securities to or by the Fund, if permitted under the U.S. Investment Company Act of 1940, as amended, and all other applicable laws and regulations.

9. You agree that you will not consult with any other subadviser engaged by Adviser with respect to transactions in securities or other assets concerning the Fund or another fund advised by Adviser, except to the extent such consultation is made with respect to the Fund(s) with another affiliated adviser in the Group Companies, or to the extent permitted under the U.S. Investment Company Act of 1940, as amended.

10. We agree that you may rely on information reasonably believed by you to be accurate and reliable. We further agree that neither you nor your officers, directors, employees or agents shall be subject to any liability for any act or omission in the course of, connected with or arising out of any services to be rendered hereunder except by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties or by reason of reckless disregard of your obligations and duties under this Agreement.

2

11. This Agreement shall remain in effect until April 28, 2008 and shall continue in effect thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of (i) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund's Board of Trustees or the holders of a majority of the outstanding voting securities of the Fund. This Agreement may nevertheless be terminated at any time, without penalty, by the Fund's Board of Trustees or by vote of holders of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to you, at your address given in Paragraph 13 hereof or at any other address of which you shall have notified us in writing, or by you upon 60 days' written notice to us and to the Fund, and shall automatically be terminated in the event of its assignment or of the termination (due to assignment or otherwise) of the Subadvisory Agreement, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for purposes of this Agreement. Any such notice shall be deemed given when received by the addressee.

12. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto. It may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of the Fund; and (ii) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund vote to approved the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other fund affected by the amendment or (b) all of the portfolios of the John Hancock Trust.

13. Any notice hereunder shall be in writing and shall be delivered in person or by facsimile (followed by mailing such notice, air mail postage paid, the day on which such facsimile is sent).

Addressed

If to RREEF America L.L.C., to:

RREEF America L.L.C.

875 N. Michigan Avenue
41st Floor
Chicago, Illinois 60611

Attention: Marlena Casellini Managing Director, Chief Operating Officer


(Facsimile No. 1.415.392.4648)

With a copy to:

RREEF America L.L.C.

875 N. Michigan Avenue
41st Floor
Chicago, Illinois 60611

Attention: Barry H. Braitman Managing Director


(Facsimile No. 1.312.266.9346)

3

If to Deutsche Investments Australia Limited, to:

Floor 21
83 Clarence Street
NSW 2000
Sydney, Australia
Attention: Ms. Penni James
Head of Compliance


(Facsimile No.)

or to such other address as to which the recipient shall have informed the other party.

Notice given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and if by facsimile and mail, the date on which such facsimile and confirmatory letter are sent.

14. This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the U.S. Investment Company Act of 1940, as amended. As used herein the terms "interested person," "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the U.S. Investment Company Act of 1940, as amended.

15. The Agreement and Declaration of Trust, a copy of which, together with all amendments thereto (the "Declaration") is on file in the Office of the Secretary of State of The Commonwealth of Massachusetts provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of John Hancock Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of John Hancock Trust or any portfolio thereof, but only the assets belonging to John Hancock Trust, or to the particular portfolio with respect to which such obligation or claim arose, shall be liable.

16. Upon execution of this Agreement, you shall provide the Adviser with your written policies and procedures, or summaries thereof ("Compliance Policies"), as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, you shall submit to the Adviser: (i) no less frequently than annually any material changes (or summaries thereof) to the Compliance Polices, (ii) no less frequently than the next regular report to the Adviser, notification of any litigation or investigation that, in your reasonable determination, would have a material impact on your ability to perform your obligations under this Agreement, and (iii) no less frequently than the next regular report to the Adviser, notification of any material compliance matter that, in your reasonable determination, relates to the services provided by you to the Fund, including but not limited to any material violation of the Compliance Polices, the commencement or results of any regulatory examination conducted, or periodic testing of the Compliance Polices, provided that any such notification and/or disclosure required herein is not prohibited by applicable law. Throughout the term of this Agreement, you shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Investment Company Act, provided, however, that the provision of such certifications, information and access is not prohibited by applicable law. You may deliver to DAMI all reports, summaries, notifications, certifications, and other information you are required by this paragraph to deliver to the Adviser, and DAMI will then coordinate and deliver the same to the Adviser on your behalf.

4

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

Very truly yours,

RREEF AMERICA L.L.C.

By: /s/ Chris Hughes
    ----------------------------------
Name: Chris Hughes
Title: Managing Director

The foregoing agreement is hereby accepted as of the date first above written.

Deutsche Investments Australia Limited

By: /s/ Phillip P. Maher
    ----------------------------------
Name: Phillip P. Maher
Title: Director

Accepted:

Global Real Estate Trust

By: /s/ John G. Vrysen
    -----------------------------------

5

JOHN HANCOCK TRUST

SUBADVISORY AGREEMENT

AGREEMENT made this 28th day of April 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Dimensional Fund Advisors Inc., a Delaware corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolios specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or another writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate such economic, statistical, financial and other information that the Subadviser deems relevant to the management of the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended; provided however, that the Adviser provides the Subadviser with changes to the Trust's registration statement with respect to the Portfolios at least sixty
(60) days in advance of the effectiveness of such change with respect to any material change that affects the management of the Portfolios' assets, and within a reasonable period of time in advance of the effectiveness of such change with respect to any other changes;

iii. implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

A-1

v. upon reasonable request, provide assistance to the Trust to assist the Trust in fair value pricing securities held by the Portfolios for which market quotations are not readily available, including communicating with the Trust's Custodian or pricing agent.

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including payment of salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including recordkeeping, clerical personnel and equipment necessary for the conduct of investing each Portfolios' assets (excluding non-investment advisory services such as the determination of net asset value and custodial, transfer agency, and Portfolio and shareholder accounting services). The Adviser acknowledges and agrees that the Subadviser is not responsible to advise or act for the Trust or the Portfolio in any legal proceedings, including bankruptcies or class actions, involving securities held or previously held by the Portfolio or the issuers of such securities. To the extent the Subadviser has received written documentation related to such proceedings related to securities held by the Trust which are managed by the Subadviser, the Subadviser shall promptly forward the documentation to the Adviser.

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with procedures agreed upon by the parties, as amended from time to time. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's and its affiliates' overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

d. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required to be kept of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.


f. To the extent proxy voting materials have been forwarded to the Subadviser in a timely fashion by the Portfolio's custodian, the Subadviser shall vote proxies relating to the Portfolio's investment securities in accordance with (i) the Trust's proxy voting policies and procedures; provided however, the Adviser shall notify the Subaviser of any material change to the Trust's proxy voting policies and procedures at least sixty (60) days in advance of the effectiveness of such change); and (ii) the proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act (a summary of which is described in the Subadviser's Form ADV Part II, as amended from time to time).

g. The Adviser understands and agrees that the Subadviser, as part of its duties hereunder, is not responsible for determining whether or not the Portfolio is a suitable and appropriate investment for the clients who invest in such Portfolio.

h. The Subadviser may rely on specific information, instructions or requests given or made to Subadviser by the Adviser with respect to the Trust, the Portfolio and the management of the Portfolio's assets, which are believed to be in good faith by the Subadviser to be reliable.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER AND AFFILIATES

The Subadviser, its affiliates and each of their directors, officers and employees shall not be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors.

5. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, shareholders or otherwise; that employees, agents and shareholders of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Certificate of Incorporation of the Subadviser, respectively, or by specific provision of applicable law.


6. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

7. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty (60) days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty (60) days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

8. PROVISION OF CERTAIN INFORMATION

a. The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:


i. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

ii. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

iii. any change in actual control or management of the Subadviser or the portfolio manager responsible for coordinating the day-to-day management of any Portfolio.

b. The Adviser shall furnish to the Subadviser copies of the following documents:

i. the resolutions of the Trust's Board approving the engagement of the Subadviser as a subadviser to the Portfolio and approving the form of this Agreement;

ii. current copies of the registration statement, Prospectus and Statement of Additional Information of the Trust relating to the Portfolio;

iii. resolutions, policies and procedures adopted by the Trust's Board in respect of the management or operation of the Portfolio; and

iv. a list of affiliated brokers and underwriters and other affiliates for compliance with applicable provisions of the Investment Company Act.

The Adviser shall furnish the Subadviser from time to time with copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements to the items above shall be provided: (1) with respect to any material change that affects the management of the Portfolios' assets, within sixty (60) days for items (i) and (ii) above and thirty (30) days for items (iii) and (iv) above in advance of the effectiveness of such amendment or supplement, and (2) with respect to any other changes, within a reasonable period of time such materials become available to the Adviser. Until so provided, the Subadviser may continue to rely on those documents previously provided.

9. SERVICES TO OTHER CLIENTS

The Adviser understands, and has advised the Trust's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust's Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients.


10. CONSULTATION WITH OTHERS

The Subadviser may enter into arrangements with other persons affiliated with the Subadviser or with unaffiliated third parties to better enable the Subadviser to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Subadviser; provided that the Subadviser shall be responsible for any acts or omissions of such affiliated or unaffiliated persons or parties to the extent Subadviser would have been responsible under this Agreement, and shall notify the Adviser in writing before entering into such arrangements.

Notwithstanding the foregoing, as required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

a. other subadvisers to a Portfolio;

b. other subadvisers to a Trust portfolio; and

c. other subadvisers to a portfolio under common control with the Portfolio.

11. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

12. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

13. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

14. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date actually received.


15. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

16. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

17. LIMITATION OF LIABILITY

The Agreement and Declaration of Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

18. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings", as such policy may be amended from time to time. The Trust shall provide the Subadviser with any such amendments. The Subadviser will keep in place a policy on insider trading, as amended from time to time, and shall prohibit its employees from trading in violation of such policy.

19. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide the Adviser with the Subadviser's written policies and procedures ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination (other than written inquiries such as "sweep letters" conducted by the SEC or exams that cannot be disclosed by law or order of the regulatory agency) of the Subadviser that relates to services provided by the Subadviser to the Trust and a general summary of any material deficiencies of the Subadviser cited by the applicable regulatory agency as a result of such examination to the extent such disclosure is permitted by law, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust, including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and any material deficiency relating to the services provided by the


Subadviser to the Trust under this Agreement discovered as a result of any formal internal audit conducted by Subadviser. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with certifications, information and access to personnel (including those resources that are responsible for enforcing the Compliance Policies to permit reasonable testing of such Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act.

20. REFERENCES TO THE ADVISER AND SUBADVISER

During the term of this Agreement, each party agrees to furnish the other party at its principal office sales literature, prospectuses or shareholder reports, or other similar material prepared for distribution to the public, which refers to the other party or its clients, prior to use thereof and not to use such references if the other party objects in writing within five business days (or such other time as may be agreed upon) after receipt thereof. Sales literature may be furnished to the other party by first-class or overnight mail, facsimile transmission equipment or hand delivery.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

DIMENSIONAL FUND ADVISORS INC.

By: /s/ Catherine L. Newell
    ------------------------------------
Name: Catherine L. Newell
Title: Vice President and Secretary


APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                         FIRST       EXCESS OVER
                                     $100 MILLION   $100 MILLION
                                     OF AGGREGATE   OF AGGREGATE
PORTFOLIO                             NET ASSETS*    NET ASSETS*
---------                            ------------   ------------
International Small Company Trust*

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)                       Other Portfolio(s)
------------------                       ------------------
International Small Company Trust   --   International Small Company Fund, a
                                         series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


JOHN HANCOCK TRUST
SUBADVISORY AGREEMENT

AGREEMENT made this 29th day of December, 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Munder Capital Management, LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolio specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolio"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or another writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolio in accordance with the Portfolio's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolio, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolio or are under consideration for inclusion in the Portfolio;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

v. provide assistance to the Trust's Custodian regarding the fair value of securities held by the Portfolio for which market quotations are not readily available.

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset value and shareholder accounting services).

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolio in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to


accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

d. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

f. The Subadviser shall vote proxies relating to the Portfolio's investment securities in accordance with the Trust's proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating to securities held by the Portfolio and, subject to the Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Subadviser shall review its proxy voting activities on a periodic basis with the Trustees.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors.

5. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the governing documents of the Subadviser, respectively, or by specific provision of applicable law.

6. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

7. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so

2

long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

c. any change in the partners or in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

9. SERVICES TO OTHER CLIENTS

The Adviser understands, and has advised the Trust's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust's Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients.

10. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

1. other subadvisers to a Portfolio

3

2. other subadvisers to a Trust portfolio

3. other subadvisers to a portfolio under common control with the Portfolio

11. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

12. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide the Adviser with the Subadviser's written policies and procedures applicable to the management of the Portfolio ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser and documentation describing the results of any such examination and of any periodic testing of the Compliance Policies, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act. Notwithstanding the foregoing, the Subadviser may omit any non-material, non-public details to the extent that such details are not required for the Trust to comply with Rule 38a-1 under the Investment Company Act. The Adviser agrees to treat all non-public information provided pursuant to this Section 12 as confidential unless it is legally obligated to disclose such information.

13. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

14. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

15. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

16. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

17. DISCLOSURE STATEMENT

4

Adviser acknowledges receipt of Subadviser's Disclosure Statement, as required by Rule 204-3 under the Investment Advisers Act of 1940, more than 48 hours prior to the date of execution of this Agreement.

18. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

19. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

20. LIMITATION OF LIABILITY

The Agreement and Declaration of Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

John Hancock Investment Management Services, LLC

by: /s/ Bruce R. Speca
    ------------------------------------
    Bruce R. Speca
    Executive Vice President

Munder Capital Management, LLC

by: /s/ Stephen J. Shenkenberg
    ------------------------------------
    Stepen J. Shenkenberg
    Managing Director, General Counsel
    and Chief Compliance Officer

6

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                    FIRST       EXCESS OVER
                                $500 MILLION   $500 MILLION
                                OF AGGREGATE   OF AGGREGATE
PORTFOLIO                        NET ASSETS*    NET ASSETS*
---------                       ------------   ------------
Small Cap Opportunities Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)                   OTHER PORTFOLIO(S)
------------------                   ------------------
Small Cap Opportunities Trust   --   Small Cap Opportunities Fund, a series of
                                     John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

7

JOHN HANCOCK TRUST

SUBADVISORY AGREEMENT

AGREEMENT made this 28th day of April, 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and RCM Capital Management LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, shall have full discretionary authority to manage the investment and reinvestment of the assets of the Portfolio(s) specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

v. provide assistance to the Trust's Custodian regarding the fair value of securities held by the Portfolios for which market quotations are not readily available. Subadviser shall not be the custodian of the assets.

A-1

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

d. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

f. The Subadviser shall vote all proxies received in connection with securities held by the Portfolios. The Subadviser shall vote proxies relating to the Portfolio's investment securities in accordance with the Trust's proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating to securities held by the Portfolio and, subject to the Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act.

A-2

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors.

5. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Limited Liability Company Agreement of the Subadviser, respectively, or by specific provision of applicable law.

6. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

7. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

A-3

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

9. SERVICES TO OTHER CLIENTS

The Adviser understands, and has advised the Trust's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust's Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients.

10. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

A-4

1. other subadvisers to a Portfolio;

2. other subadvisers to a Trust portfolio;

3. other subadvisers to a portfolio under common control with the Portfolio.

11. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

12. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

13. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

14. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

15. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

16. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

A-5

17. LIMITATION OF LIABILITY

The Declaration of Trust establishing the Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name " John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

18. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The parties agree to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. All information (including investment advice) furnished by the parties shall be treated as confidential and shall not be disclosed to third parties unless requested by a regulatory agency or otherwise as required by law or permitted by such policy or agreed to in writing by the parties hereto.

19. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide the Adviser with the Subadviser's written policies and procedures ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser and documentation describing the results of any such examination and of any periodic testing of the Compliance Policies, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act.

20. ACKNOWLEDGEMENT OF RECEIPT OF FORM ADV PART II, PRIVACY NOTICE AND A DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

Adviser hereby acknowledges that at least 48 hours prior to entering into this Agreement it has been received, and had an opportunity to review the Subadviser's Form ADV, Part II (which includes Subadviser's privacy notice and a description of Subadviser's proxy voting policies and procedures) as required by Rule 204-3 under the Investment Advisers Act, as amended.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

A-6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

RCM CAPITAL MANAGEMENT LLC

By: /s/ Robert J. Goldstein
    ------------------------------------
Name: Robert J. Goldstein
Title: COO

A-7

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                   FIRST       EXCESS OVER
                               $500 MILLION   $500 MILLION
                               OF AGGREGATE   OF AGGREGATE
PORTFOLIO                       NET ASSETS*    NET ASSETS*
---------                      ------------   ------------
Emerging Small Company Trust

* The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund or trust are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)                   Other Portfolio(s)
------------------                   ------------------
Emerging Small Company Trust   --    Emerging Small Company Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-8

JOHN HANCOCK TRUST

SUBADVISORY AGREEMENT

AGREEMENT made this 28th day of April, 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and RiverSource Investments, LLC, a Minnesota limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolios specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or another writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs, as reasonably requested by the Adviser or the Trustees of the Trust; and

v. provide assistance to the Trust's Custodian regarding the fair value of securities held by the Portfolios for which market quotations are not readily available, as reasonably requested by the Trust's Custodian or the Adviser, provided that the

A-1

Trust's Custodian and/or other service provider responsible for valuing the securities held by the Portfolios in accordance with the Portfolios' fair valuation procedures, and not Subadviser, shall be responsible for determining the fair valuation of any such securities.

b. The Subadviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully and all other personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services) in accordance with its investment management responsibilities under this Agreement.

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers. Absent negligence, bad faith or willful misconduct by the Subadviser, the Subadviser shall not be responsible for any loss caused by any act or omission of any broker-dealer; provided, however, that with respect to any broker-dealer that has been selected by the Subadviser, the Subadviser has acted prudently in such selection.

d. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

A-2

f. The Subadviser shall vote proxies relating to the Portfolios' investment securities in accordance with the Trust's proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating to securities held by the Portfolios and, subject to the Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Subadviser shall not be responsible for any other corporate actions relating to the Portfolios, including administrative filings, such as proofs of claims or claims in class actions, but will promptly forward any materials related to such actions received by the Subadviser to the Adviser. In addition, the Subadviser will assist the Adviser or the Trust with respect to these matters by providing historical transaction information as reasonably requested by the Trust's custodian or the Adviser.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors. Absent negligence, willful misconduct or bad faith by them, each of the Subadviser, and its respective directors, officers, employees and agents, shall be entitled to rely upon any information or instructions furnished to it (or any of them as individuals) by the Adviser which is believed in good faith to be accurate and reliable. The Adviser understands and acknowledges that the Subadviser does not guarantee to provide any particular rate of return, market value or performance of any assets of the Portfolios. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Adviser may have under such laws or regulations.

5. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust or by specific provision of applicable law.

6. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or

A-3

other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

7. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

8. PROVISION OF CERTAIN INFORMATION

a. The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

i. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

A-4

ii. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

iii. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

b. The Adviser will promptly notify the Adviser in writing if the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolios.

c. The Adviser will provide the Subadviser with the Trust's current Prospectus and Statement of Additional information and any amendments thereto on a timely basis, including reasonable advance notice of any investment guideline changes. The Adviser will provide the Subadviser such other information relating to the Portfolios and to the services to be provided by the Subadviser under this agreement as the Adviser and Subadviser mutually agree is necessary or appropriate.

9. SERVICES TO OTHER CLIENTS

The Adviser understands, and has advised the Trust's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust's Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients.

10. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

1. other subadvisers to a Portfolio;

2. other subadvisers to a Trust portfolio;

3. other subadvisers to a portfolio under common control with the Portfolio.

The Adviser agrees to furnish a list of any such subadvisers to the Subadviser, and to advise the Subadviser of any changes to the list. The Adviser shall make a good faith effort to ensure that the advisory contracts of each such subadviser contain the same prohibitions as this Section 10.

A-5

11. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

12. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

13. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

14. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

15. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

16. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

17. LIMITATION OF LIABILITY

The Agreement and Declaration of Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal

A-6

liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

18. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. The Adviser agrees to furnish the Subadviser with a copy of any such portfolio holdings disclosure policy it has adopted and that remains in effect from time to time.

All information and advice furnished by the Subadviser to the Adviser under this Agreement shall be confidential and shall not be disclosed to third parties, except as required by law, permitted by the Trust's Policy Regarding Disclosure of Portfolio Holdings or authorized in writing by the Subadviser, as applicable. All information furnished by the Adviser to the Subadviser and its affiliates under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as required by law, permitted by the Trust's Policy Regarding Disclosure of Portfolio Holdings, authorized in writing by the Adviser, or where it is necessary to provide services to the Adviser or the Portfolios in connection with this Agreement, as applicable. The Sub-Adviser may share information provided by the Adviser with the Subadviser's affiliates in accordance with the Subadviser's privacy policies in effect from time to time, as communicated in writing by Subadviser to Adviser and not otherwise objected to by Adviser, or in accordance with the Trust's Policy Regarding Disclosure of Portfolio Holdings, as applicable.

19. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide the Adviser with a summary of the Subadviser's written policies and procedures relating to the Subadviser's management of the Portfolios ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) notification of any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser relating to the Subadviser's management of the Portfolios and documentation describing the results of any such examination, (iii) documentation describing the results of the Subadviser's assessment regarding testing of the Compliance Policies, and (iv) notification of any material compliance matter (as defined in Rule 38a-1 under the Investment Company Act) that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources in order to allow the Adviser to test the Compliance Policies of the Subadviser, as the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act.

A-7

20. REPRESENTATIONS, WARRANTIES AND COVENANTS

a. The Adviser represents, warrants and covenants that:

i. The Adviser: (i) is not prohibited by the Investment Company Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (ii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Investment Advisers Act; (iii) has adopted written policies and procedures that are reasonably designed to prevent violations of the Investment Advisers Act from occurring; and
(iv) has the authority to enter into and perform the services contemplated by this Agreement.

ii. The (i) the Trustees of the Trust have approved the appointment of the Subadviser pursuant to this Agreement; and (ii) the person executing this Agreement on behalf of the Adviser is authorized to do so.

b. The Subadviser represents, warrants and covenants that:

i. The Subadviser: (i); is not prohibited by the Investment Company Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (ii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Investment Advisers Act; (iii) has adopted written policies and procedures that are reasonably designed to prevent violations of the Investment Advisers Act from occurring;
(iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

ii. The person executing this Agreement on behalf of the Subadviser is authorized to do so.

c. The Adviser or Subadviser will promptly notify the other in writing if any of their respective representations or warranties made in this Agreement change or become untrue for any reason.

21. ACKNOWLEDGMENTS OF ADVISER

The Adviser understands and acknowledges that:

a. The Subadviser shall have no responsibility under this Agreement for such other assets or assets over which the Subadviser has no discretionary investment management authority pursuant to this Agreement.

b. The Adviser has received a copy of Part II of the Subadviser's Form ADV or other brochure meeting the requirements of Rule 204-3 under the Investment Advisers Act ("Subadviser Disclosure Brochure").

A-8

22. CUSTODY

The Subadviser shall not act as custodian for the Trust and shall not take possession of any assets of the Portfolios. The Subadviser shall give notice and directions with respect to transactions in a manner that shall be agreed upon with the Trust's custodian. Absent negligence, bad faith, or willful misconduct by the Subadviser, the Subadviser shall not be responsible for any loss caused by any act or omission of the Trust's custodian.

23. MARKET DATA.

The Subadviser may provide the Adviser or the Trustees of the Trust with third party market data relating to securities and securities markets. While the Subadviser believes that such data is accurate, complete and timely, the Subadviser does not guarantee the accuracy, completeness, or timeliness of such information nor does it imply any warranty of any kind regarding the market data.

24. USE OF NAME

The Adviser agrees that the Subadviser may identify the Adviser, the Trust or the Portfolios by name in the Subadviser's current client list. Such list may be used with third parties.

25. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same Agreement.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

A-9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

RIVERSOURCE INVESTMENTS, LLC

By: /s/ Paula R. Dwyer
    ------------------------------------
Name: Paula R. Dwyer
Title: Senior Vice President

A-10

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                 FIRST          NEXT           NEXT        EXCESS OVER
                             $250 MILLION   $250 MILLION   $500 MILLION     $1BILLION
                             OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                     NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------                    ------------   ------------   ------------   ------------
Mid Cap Value Equity Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Fund. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Fund are determined as of the close of business on the previous business day of the Fund, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

Fund Portfolio(s)                  Other Portfolio(s)
-----------------                  ------------------
Mid Cap Value Equity Trust   --    Mid Cap Value Equity Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-11

RESEARCH, ADVISORY AND

INVESTMENT MANAGEMENT AGREEMENT

DEUTSCHE ASSET MANAGEMENT, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154-0010

April 28, 2006

RREEF America L.L.C.
875 N. Michigan Ave
41st Floor
Chicago, IL 60611

We have entered into a Subadvisory Agreement (the "Subadvisory Agreement") dated as of November 23, 2002, as amended from time to time, with John Hancock Investment Management Services, LLC (formerly known as Manufacturers Securities Services, L.L.C.) (the "Adviser"), a Delaware limited liability company, on behalf of the Real Estate Securities Trust and the Global Real Estate Trust (each a "Trust" and collectively the "Trusts") each of which is a series of John Hancock Trust ("JHT"), pursuant to which we act as subadviser to the Trusts. A copy of the Subadvisory Agreement has been previously furnished to you. In furtherance of such duties to the Trusts, and with the approval of the Trusts, we wish to avail ourselves of your investment advisory and investment management services. Accordingly, with the acceptance of the Trusts, we hereby agree with you as follows for the duration of this Agreement:

1. You agree to furnish to us such information, investment recommendations, advice and assistance as we shall from time to time reasonably request. In carrying out your investment advisory duties hereunder, you will comply with the objectives, guidelines and restrictions as may be agreed upon by the parties in writing from time to time, and also with the investment restrictions outlined in JHT's registration statement filed with the United States Securities and Exchange Commission, as the same may be amended from time to time. You shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

2. Pursuant to Section 3 and as detailed on Appendix A of the Subadvisory Agreement, we receive a monthly fee as compensation for the services we provide to the Adviser related to the Trusts. As permitted by Section 2(i) of the Subadvisory Agreement, we are hereby delegating to you all of the day-to-day management obligations related to the Trusts. In conjunction with your performance of such obligations, we agree to pay you (in United States dollars) a monthly fee equal to one hundred percent (100%) of the fees we receive from the Adviser related to each of the Trusts. We agree to make such payments to you by wire transfer or check, at your option. We further agree to make each such monthly payment within the ten (10) days next following the day of our receipt of our monthly fee related to the Trusts.

We agree to work with you, in order to make our relationship as productive as possible for the benefit of the Trusts, to further the development of your ability to provide the services contemplated by Section 1. To this end we agree to work with you to assist you in developing your research techniques, procedures and analysis. We may from time to time furnish you with informal memoranda reflecting our understanding of our working procedures with you, which will be agreed to by each of us and may be revised as you work with us


pursuant to this Agreement. We agree not to furnish, without your consent, to any person other than our personnel and directors and representatives of the Trusts any tangible research material that is prepared by you, that is not publicly available, and that has been stamped or otherwise clearly indicated by you as being confidential.

You agree to treat the Trust's portfolio holdings as confidential information in accordance with the JHT's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit your employees from trading on any such confidential information. We agree that upon the Adviser's notification to us of any amendments to the JHT's "Policy Regarding Disclosure of Portfolio Holdings," we will notify you of the same.

3. You shall be entitled to sub-delegate, where necessary, the performance of any or all of the services hereunder to any member of a company controlled by Deutsche Bank AG ("Group Companies"), provided that if such delegation would violate the anti-assignment provisions of the Investment Advisers Act, or any other applicable law or regulation, then it shall not be permitted without the approval of the Trustees of JHT.

4. You agree that you will not make a short sale of any capital stock of the Trusts, or purchase any share of the capital stock of the Trusts otherwise than for investment.

5. Your services to us are not to be deemed exclusive and you are free to render similar services to others, except as otherwise provided in Section 1 hereof.

6. Nothing herein shall be construed as constituting you an agent of us or of the Trusts.

7. You represent and warrant that you are registered as an investment advisor under the U.S. Investment Advisers Act of 1940, as amended. You agree to maintain such registration in effect during the term of this Agreement.

8. Neither you nor any affiliate of yours shall receive any compensation in connection with the placement or execution of any transaction for the purchase or sale of securities or for the investment of funds on behalf of the Trusts, except that you or your affiliates may receive a commission, fee or other remuneration for acting as broker in connection with the sale of securities to or by the Trusts, if permitted under the U.S. Investment Company Act of 1940, as amended, and all other applicable laws and regulations.

9. You agree that you will not consult with any other subadviser engaged by Adviser with respect to transactions in securities or other assets concerning the Trusts or another fund advised by Adviser, except to the extent such consultation is made with respect to the Trust(s) with another affiliated adviser in the Group Companies, or to the extent permitted under the U.S. Investment Company Act of 1940, as amended.

10. We agree that you may rely on information reasonably believed by you to be accurate and reliable. We further agree that neither you nor your officers, directors, employees or agents shall be subject to any liability for any act or omission in the course of, connected with or arising out of any services to be rendered hereunder except by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties or by reason of reckless disregard of your obligations and duties under this Agreement. We acknowledge and agree that we are responsible for all of your acts and omissions in performing the services under this Agreement.

11. This Agreement shall remain in effect until April 28, 2008, and shall continue in effect thereafter, but only so long as such continuance is specifically approved with respect to either Trust at least annually by the affirmative vote of (i) a majority of the members of JHT's Board who are not interested persons of JHT, you or us, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of JHT's Board or the holders of a majority of the outstanding voting securities of the respective Trust. This Agreement may nevertheless be terminated at any time with respect to either Trust, without penalty, by JHT's Board or by vote of holders of a majority of the outstanding voting securities of the respective Trust, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to you, at your address given in Paragraph 13 hereof or at any other address of which you shall have notified us in writing, or by you upon 60 days' written notice to us and to the Trust, and shall automatically be terminated in the event of its assignment or of the termination (due to assignment or otherwise) of the Subadvisory Agreement, provided that an assignment to a corporate successor to

2

all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for purposes of this Agreement. Any such notice shall be deemed given when received by the addressee.

12. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto. It may be amended by mutual agreement, but only after authorization of such amendment is specifically approved by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of JHT (to the extent required by applicable law); and (ii) a majority of the members of JHT's Board of Trustees who are not interested persons of JHT, you or us, cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to the Trust if a majority of the outstanding voting securities of the respective Trust vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other fund affected by the amendment or (b) all of the portfolios of the JHT.

13. Any notice hereunder shall be in writing and shall be delivered in person or by facsimile (followed by mailing such notice, air mail postage paid, the day on which such facsimile is sent).

Addressed

If to Deutsche Asset Management, Inc., to:

Deutsche Asset Management, Inc.
345 Park Avenue
New York, NY 10154

Attention: Kim Mustin
Managing Director
(Facsimile No. 212-454-0744)

If to RREEF America L.L.C., to:

RREEF America L.L.C.

Floor 26
101 California Street
San Francisco, Ca 94111

Attention: Marlena Casellini Managing Director, Chief Operating Officer


(Facsimile No. 415.392.4648)

With a copy to:

RREEF America L.L.C.

875 N. Michigan Ave
41st Floor
Chicago, IL 60611

Attention: Barry H. Braitman
Managing Director
(Facsimile No. 312.266.9346)

or to such other address as to which the recipient shall have informed the other party.

3

Notice given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and if by facsimile and mail, the date on which such facsimile and confirmatory letter are sent.

14. This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the U.S. Investment Company Act of 1940, as amended. As used herein the terms "interested person", "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the U.S. Investment Company Act of 1940, as amended.

15. The Agreement and Declaration of Trust, a copy of which, together with all amendments thereto (the "Declaration") is on file in the Office of the Secretary of State of The Commonwealth of Massachusetts provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of JHT shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of JHT or any portfolio thereof, but only the assets belonging to JHT, or to the particular portfolio with respect to which such obligation or claim arose, shall be liable.

16. Upon execution of this Agreement, you shall provide the Adviser with your written policies and procedures, or summaries thereof ("Compliance Policies"), as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, you shall submit to the Adviser: (i) no less frequently than annually any material changes (or summaries thereof) to the Compliance Polices, (ii) no less frequently than the next regular report to the Adviser, notification of any litigation or investigation that, in your reasonable determination, would have a material impact on your ability to perform your obligations under this Agreement, and (iii) no less frequently than the next regular report to the Adviser, notification of any material compliance matter that, in your reasonable determination, relates to the services provided by you to the Trust, including but not limited to any material violation of the Compliance Policies, the commencement or results of any regulatory examination conducted, or periodic testing of the Compliance Policies, provided that any such notification and/or disclosure required herein is not prohibited by applicable law. Throughout the term of this Agreement, you shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable JHT to comply with Rule 38a-1 under the Investment Company Act, provided, however, that the provision of such certifications, information and access is not prohibited by applicable law. You may deliver to us all reports, summaries, notifications, certifications, and other information you are required by this paragraph to deliver to the Adviser, and us will then coordinate and deliver the same to the Adviser on your behalf.

[Remainder left intentionally blank]

4

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

Very truly yours,

DEUTSCHE ASSET MANAGEMENT, INC.

By: /s/ Michael Colon
    ------------------------------------
Name: Michael Colon
Title: COO - DeAM Americas


By: /s/ Jennifer Karam
    ------------------------------------
Name: Jennifer Karam
Title: Director

The foregoing agreement is hereby accepted as of the date first above written.

RREEF AMERICA L.L.C.

By: /s/ Michael Luciano
    ------------------------------------
Name: Michael Luciano
Title: Managing Director

Accepted:

GLOBAL REAL ESTATE TRUST

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen

REAL ESTATE SECURITIES TRUST

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen

5

RESEARCH, ADVISORY AND
INVESTMENT MANAGEMENT AGREEMENT

RREEF AMERICA L.L.C.

AN AFFILIATE OF DEUTSCHE ASSET MANAGEMENT, INC.

875 N. MICHIGAN AVENUE

41ST FLOOR

CHICAGO, ILLINOIS 60611

As of April 28, 2006

RREEF Global Advisors Limited

We have entered into a Research, Advisory and Investment Management Agreement with Deutsche Asset Management, Inc. ("DAMI") dated April 28, 2006, under which DAMI has delegated to RREEF America L.L.C. ("RREEF") substantially all of its duties under a subadvisory agreement (the "Subadvisory Agreement") dated as of November 23, 2002, as amended from time to time, between DAMI and John Hancock Investment Management Services, LLC (f/k/a Manufacturers Securities Services, LLC) (the "Adviser"), a Delaware limited liability company, on behalf of Global Real Estate Trust (the "Fund"), pursuant to which DAMI acts as a subadviser to the Fund. A copy of the Subadvisory Agreement has been previously furnished to you. In furtherance of such duties to the Fund, and with the approval of the Fund, we wish to avail ourselves of your investment advisory and investment management services. Accordingly, with the acceptance of the Fund, we hereby agree with you as follows for the duration of this Agreement:

1. You shall primarily be responsible for investment management and other relevant services with respect to securities of companies primarily located in the following geographic region(s) (the "Territory"): Europe and Africa. Additionally you agree to provide us with such information, investment recommendations, advice and assistance as we shall from time to time reasonably request, provided that such disclosure is permitted in accordance with applicable legal and regulatory requirements. In carrying out your investment advisory and investment management duties hereunder, you will comply with the objectives, guidelines and restrictions as may be agreed upon by the parties in writing from time to time, and also with the investment restrictions outlined in the Fund's registration statement filed with the United States Securities and Exchange Commission, as the same may be amended from time to time. You shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

2. We agree to pay to you, as compensation for the services to be rendered by you pursuant to this Agreement, a monthly fee to be calculated as provided in this Section 2. Your fee will be a percentage of the monthly fee received by us (through DAMI) under the Subadvisory Agreement. The percentage of the fee that you will receive will be based upon the FTSE EPRA / NAREIT Global Real Estate Index (the "Index"). Your fee will be calculated by multiplying the total monthly fee received by RREEF under the Subadvisory Agreement by the proportion of total real estate investments in the Index which are attributed to your Territory (as measured based upon the latest articulation of the Index prior to the payment date). We will, within ten (10) days following our receipt of the fees paid to us under the Subadvisory Agreement, calculate the dollar value of your monthly fee and transmit the same to you in United States Dollars.


In the event that we reasonably determine in good faith that you are not authorized under United States securities laws to receive compensation with respect to the Fund for your Territory (or any part thereof), you will not receive your monthly fee (or such portion of your monthly fee corresponding to the portion of your Territory for which such a determination has been made). The fees that would have otherwise been paid to you but for this decision will be redistributed pro rata among RREEF and the other similarly situated regional subadvisers providing investment advisory services under similar Research and Advisory Agreements ("Regional Subadvisers").

In the event that this Agreement is terminated for any reason, RREEF will use the date of termination as the measurement date for the purpose of determining the percentage of fees owed to you. Such fees will be prorated by the number of days during the month of termination on which you perform the services provided for herein. Any excess fees held by RREEF after such calculations are made will be divided amongst RREEF and the other Regional Subadvisers in accordance with the Index and formula listed above.

We agree to work with you, in order to make our relationship as productive as possible for the benefit of the Fund, to further the development of your ability to provide the services contemplated by Section 1. To this end we agree to work with you to assist you in developing your research techniques, procedures and analysis. We may from time to time furnish you with informal memoranda reflecting our understanding of our working procedures with you, which will be agreed to by each of us and may be revised as you work with us pursuant to this Agreement. We agree not to furnish, without your consent, to any person other than our personnel and directors and representatives of the Fund any tangible research material that is prepared by you, that is not publicly available, and that has been stamped or otherwise clearly indicated by you as being confidential.

You agree to treat the Fund's portfolio holdings as confidential information in accordance with the Fund's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit your employees from trading on any such confidential information. We agree that upon DAMI's notification to us of any amendments to the Fund's "Policy Regarding Disclosure of Portfolio Holdings," we will notify you of the same.

3. You shall be entitled to sub-delegate, where necessary, the performance of any or all of the services hereunder to any member of a company controlled by Deutsche Bank AG ("Group Companies"), provided that if such delegation would violate the anti-assignment provisions of the Investment Advisers Act, or any other applicable law or regulation, then it shall not be permitted without the approval of the Trustees of the Fund.

4. You agree that you will not make a short sale of any capital stock of the Fund, or purchase any share of the capital stock of the Fund otherwise than for investment.

5. Your services to us are not to be deemed exclusive and you are free to render similar services to others, except as otherwise provided in Section 1 hereof.

6. Nothing herein shall be construed as constituting you an agent of us or of the Fund.

7. You represent and warrant that at all times during which you provide investment advisory and investment management services under this Agreement you are, and will continue to be, registered as an investment advisor under the U.S. Investment Advisers Act of 1940, as amended. You agree that once you are so registered you will maintain such registration for as long as you provide investment advisory and investment management services under this Agreement, as the same may be amended or extended in accordance with its terms.

8. Neither you nor any affiliate of yours shall receive any compensation in connection with the placement or execution of any transaction for the purchase or sale of securities or for the investment of funds on behalf of the Fund, except that you or your affiliates may receive a commission, fee or other remuneration for acting as broker in connection with the sale of securities to or by the Fund, if permitted under the U.S. Investment Company Act of 1940, as amended, and all other applicable laws and regulations.

2

9. You agree that you will not consult with any other subadviser engaged by Adviser with respect to transactions in securities or other assets concerning the Fund or another fund advised by Adviser, except to the extent such consultation is made with respect to the Fund(s) with another affiliated adviser in the Group Companies, or to the extent permitted under the U.S. Investment Company Act of 1940, as amended.

10. We agree that you may rely on information reasonably believed by you to be accurate and reliable. We further agree that neither you nor your officers, directors, employees or agents shall be subject to any liability for any act or omission in the course of, connected with or arising out of any services to be rendered hereunder except by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties or by reason of reckless disregard of your obligations and duties under this Agreement. We acknowledge and agree that we are responsible for all of your acts and omissions in performing the services under this Agreement.

11. This Agreement shall remain in effect until April 28, 2008 and shall continue in effect thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of (i) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund's Board of Trustees or the holders of a majority of the outstanding voting securities of the Fund. This Agreement may nevertheless be terminated at any time, without penalty, by the Fund's Board of Trustees or by vote of holders of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to you, at your address given in Paragraph 13 hereof or at any other address of which you shall have notified us in writing, or by you upon 60 days' written notice to us and to the Fund, and shall automatically be terminated in the event of its assignment or of the termination (due to assignment or otherwise) of the Subadvisory Agreement, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for purposes of this Agreement. Any such notice shall be deemed given when received by the addressee.

12. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto. It may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of the Fund; and (ii) a majority of the members of the Fund's Board of Trustees who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund vote to approved the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other fund affected by the amendment or (b) all of the portfolios of the John Hancock Trust.

13. Any notice hereunder shall be in writing and shall be delivered in person or by facsimile (followed by mailing such notice, air mail postage paid, the day on which such facsimile is sent).

Addressed:

If to RREEF America L.L.C., to:
RREEF America L.L.C.

Floor 26
101 California Street
San Francisco, Ca 94111

Attention: Marlena Casellini Managing Director, Chief Operating Officer


(Facsimile No. 1.415.392.4648)

3

With a copy to:

RREEF America L.L.C.

875 N. Michigan Avenue
41st Floor
Chicago, IL 60611

Attention: Barry H. Braitman
Managing Director
(Facsimile No. 1.312.266.9346)

If to RREEF Global Advisors Limited, to:

Floor 2
1 Appold Street, Broadgate London, UK
Attention: Mr. Stephen Shaw Managing Director, Chief Operating Officer


(Facsimile No.)

or to such other address as to which the recipient shall have informed the other party.

Notice given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and if by facsimile and mail, the date on which such facsimile and confirmatory letter are sent.

14. This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the U.S. Investment Company Act of 1940, as amended. As used herein the terms "interested person," "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the U.S. Investment Company Act of 1940, as amended.

15. The Agreement and Declaration of Trust, a copy of which, together with all amendments thereto (the "Declaration") is on file in the Office of the Secretary of State of The Commonwealth of Massachusetts provides that the name "John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of John Hancock Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of John Hancock Trust or any portfolio thereof, but only the assets belonging to John Hancock Trust, or to the particular portfolio with respect to which such obligation or claim arose, shall be liable.

16. Upon execution of this Agreement, you shall provide the Adviser with your written policies and procedures, or summaries thereof ("Compliance Policies"), as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, you shall submit to the Adviser: (i) no less frequently than annually any material changes (or summaries thereof) to the Compliance Polices, (ii) no less frequently than the next regular report to the Adviser, notification of any litigation or investigation that, in your reasonable determination, would have a material impact on your ability to perform your obligations under this Agreement, and (iii) no less frequently than the next regular report to the Adviser, notification of any material compliance matter that, in your reasonable determination, relates to the services provided by you to the Fund, including but not limited to any material violation of the Compliance Policies, the commencement or results of any regulatory examination conducted, or periodic testing of the Compliance Policies, provided that any such notification and/or

4

disclosure required herein is not prohibited by applicable law. Throughout the term of this Agreement, you shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Investment Company Act, provided, however, that the provision of such certifications, information and access is not prohibited by applicable law. You may deliver to DAMI all reports, summaries, notifications, certifications, and other information you are required by this paragraph to deliver to the Adviser, and DAMI will then coordinate and deliver the same to the Adviser on your behalf.

[Signature Page Immediately Follows]

5

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

Very truly yours,

RREEF AMERICA L.L.C.

By: /s/ Chris Hughes
    ------------------------------------
Name: Chris Hughes
Title: Managing Director

The foregoing agreement is hereby accepted as of the date first above written.

RREEF Global Advisors Limited

By: /s/ Stephen Shaw
    ------------------------------------
Name: Stephen Shaw
Title: Director


By: /s/ Kevin Jones
    ------------------------------------
Name: Kevin Jones
Title: Director

Accepted:

Global Real Estate Trust

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen

6

JOHN HANCOCK TRUST

SUBADVISORY AGREEMENT

AGREEMENT made this 28th day of April, 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Western Asset Management Company, a Delaware corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolio(s) specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

v. provide assistance in determining the fair value of certain securities when market quotations are not readily available for purposes of calculating net asset value for the Trust's Custodian in accordance with the procedures and methods established by the Trustees of the Trust.

A-1

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

c. The Adviser has furnished or will furnish the Subadviser with copies of the Portfolios, Registration Statements, Prospectuses, Statements of Additional Information, Declaration of Trust and By-laws as currently in effect and agrees during the continuance of this Agreement to furnish promptly the Subadviser with copies of any amendments or supplements thereto at the time the amendments or supplements become effective. Until the Adviser delivers any such amendment or supplement to the Subadviser, the Subadviser may rely on the Prospectuses and Statements of Additional Information and any supplements thereto previously furnished to the Subadviser.

d. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

f. The Subadviser shall vote proxies relating to the Portfolio's investment securities in accordance with the Trust's proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating to securities held by the Portfolio and, subject to the Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Subadviser shall review its proxy voting activities on a periodic basis with the Trustees.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

A-2

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors, officers or employees.

5. SUPPLEMENTAL ARRANGEMENTS

The Subadviser may enter into arrangements with other persons affiliated with the Subadviser to better enable it to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Subadviser, provided that the Subadviser shall be responsible for any acts or omissions of such other persons and shall notify the Adviser in writing before entering into such arrangements.

6. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Limited Liability Company Agreement of the Subadviser, respectively, or by specific provision of applicable law.

7. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

8. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by

A-3

a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

10. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

A-4

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

12. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

13. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

14. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

15. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

16. LIMITATION OF LIABILITY

The Declaration of Trust establishing the Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name " John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

17. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

A-5

1. other subadvisers to a Portfolio;

2. other subadvisers to a Trust portfolio;

3. other subadvisers to a portfolio under common control with the Portfolio.

18. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

All information furnished by one party to the other party (including their respective agents, employees and representatives) hereunder shall be treated as confidential and shall not be disclosed to third parties, except if it is otherwise in the public domain or, with notice to the other party, as ay be necessary to comply with applicable laws, rules, regulations, subpoenas or court orders. Further, the Adviser and Trust agree that information supplied by the Subadviser, including approved lists, internal procedures, compliance procedures and any board materials, is valuable to the Subadviser, and the Adviser and Trust agree not to disclose any of the information contained in such materials except: (i) as required by applicable law or regulation; (ii) as required by state or federal regulatory authorities; (iii) to the Board, counsel to the Board, counsel to the Trust, the independent accountants and any other agent of the Portfolios; or (iv) as otherwise agreed to by the parties in writing.

19. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide the Adviser with the Subadviser's written policies and procedures ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser and documentation describing the results of any such examination and of any periodic testing of the Compliance Policies, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act. Subadviser also agrees to provide such other information as may be reasonably requested by the Trust, CCO, or his authorized representative, upon request relating to the Subadviser's compliance program.

20. USE OF NAMES

The parties agree that the name of the Adviser and Subadviser, the names of the affiliates of the Adviser and the Subadviser and any derivative, logo, trademark, service mark or trade name are the valuable property of the Adviser and Subadviser and their affiliates, respectively. Upon termination of this Agreement, the Adviser and the Subadviser shall forthwith cease to use such

A-6

name(s), derivatives, logos, trademarks, service marks or trade names of the other party. It is understood that the Subadviser shall have not responsibility to ensure the adequacy of the form or content of such materials for purposes of the Investment Company Act or other applicable laws or regulations. If the Adviser or Subadviser makes an unauthorized use of the other party's names, derivatives, logos, trademarks, service marks or trade names, it is acknowledged that such other party shall suffer irreparable hardship for which monetary damages are inadequate and therefore such other party will be entitled to injunctive relief.

21. AUTHORIZATION TO EXECUTE DOCUMENTS

Subadviser may execute all documents and agreements with brokers and dealers, including brokerage agreement, clearing agreements, account documentation, swap arrangements, other investment related agreements, and any other agreements, documents, or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement, for the purposes of managing the Portfolios provided that the Subadviser does not contravene the Prospectus, investment guidelines, or other applicable Trust portfolios' requirements or limitations.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

A-7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John G. Vrysen
    ----------------------------------
    John G. Vrysen
    Executive Vice President and Chief
    Financial Officer

WESTERN ASSET MANAGEMENT COMPANY

By: /s/ Kevin Ehrlich
    ----------------------------------
Name: Kevin Ehrlich
Title: Manager, Regulatory Affairs

A-8

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                       FIRST      EXCESS OVER
                                   $500 MILLION   $500 MILLION
                                   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                           NET ASSETS*   NET ASSETS*
---------                          ------------   ------------
U.S. Government Securities Trust
Strategic Bond Trust
High Yield Trust

* The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund or trust are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)           Other Portfolio(s)
-----------------            ------------------
U.S. Government        --    U.S. Government Securities Fund, a series of John
Securities Trust             Hancock Funds II
Strategic Bond Trust   --    Strategic Bond Fund, a series of John Hancock
                             Funds II
High Yield Trust       --    High Yield Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the

A-9

date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-10

JOHN HANCOCK TRUST

SUBADVISORY AGREEMENT

AGREEMENT made this 28th day of April, 2006, between Western Asset Management Company ("WAM" or "Subadviser"), and Western Asset Management Company Limited ("WAMCL" or "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF WAMCL

WAM has entered into a sub-advisory agreement with John Hancock Investment Management Services, LLC ("John Hancock"). WAMCL undertakes to act as investment subadviser to, and, subject to the supervision of WAM and the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolio(s) specified in Appendix A to this Agreement as it shall be amended by the Adviser or WAM and the Subadviser from time to time (the "Portfolios"). WAMCL will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or writing by the Trust or Adviser or WAM.

2. SERVICES TO BE RENDERED BY WAMCL TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

v. provide assistance in determining the fair value of certain securities when market quotations are not readily available for purposes of calculating net asset value for the

A-1

Trust's Custodian in accordance with the procedures and methods established by the Trustees of the Trust.

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

d. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

3. COMPENSATION OF SUBADVISER

All assets will be aggregated with the assets managed by the Adviser pursuant to the sub-advisory agreement between the Adviser and John Hancock with respect to the Portfolio. For the services provided and the expenses assumed pursuant to this Agreement, the Adviser will pay the Subadviser a pro-rata share of the sub-advisory fee paid to the Adviser by John Hancock based on the proportion of net assets managed by the Adviser and the Subadviser. John Hancock shall not be responsible for making payments due to the Subadviser under this Agreement. The Adviser shall have sole responsibility for making appropriate pro-rata payments to Subadviser based on the assets for which the Subadviser is responsible.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the

A-2

reckless disregard of, the duties of the Subadviser or any of its directors, officers or employees. WAM acknowledges and agrees that it is responsible for all WAMCL's acts and omissions in performing the services under this Agreement.

5. SUPPLEMENTAL ARRANGEMENTS

The Subadviser may enter into arrangements with other persons affiliated with the Subadviser to better enable it to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Subadviser, provided that the Subadviser shall be responsible for any acts or omissions of such other persons and shall notify the Adviser in writing before entering into such arrangements.

6. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Limited Liability Company Agreement of the Subadviser, respectively, or by specific provision of applicable law.

7. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

8. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

A-3

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

10. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

A-4

12. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

13. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

14. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

15. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

16. LIMITATION OF LIABILITY

The Declaration of Trust establishing the Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name " John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

17. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

1. other subadvisers to a Portfolio (other than WAM);

2. other subadvisers to a Trust portfolio (other than WAM);

3. other subadvisers to a portfolio under common control with the Portfolio (other than WAM).

A-5

18. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

19. AUTHORIZATION TO EXECUTE DOCUMENTS

Subadviser may execute all documents and agreements with brokers and dealers, including brokerage agreement, clearing agreements, account documentation, swap arrangements, other investment related agreements, and any other agreements, documents, or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement, for the purposes of managing the Portfolios provided that the Subadviser does not contravene the Prospectus, investment guidelines, or other applicable Trust portfolios' requirements or limitations.

20. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide John Hancock with the Subadviser's written policies and procedures ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to John Hancock: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser and documentation describing the results of any such examination and of any periodic testing of the Compliance Policies, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide John Hancock with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by John Hancock) that John Hancock may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act. Subadviser also agrees to provide such other information as may be reasonably requested by the Trust, CCO, or his authorized representative, upon request relating to the Subadviser's compliance program.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

A-6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

WESTERN ASSET MANAGEMENT COMPANY

By: /s/ Kevin Ehrlich
    ----------------------------------
Name: Kevin Ehrlich
Title: Manager, Regulatory Affairs

WESTERN ASSET MANAGEMENT COMPANY
LIMITED

By: /s/ James G. Hayes
    ----------------------------------
Name: James G. Hayes
Title: Head of Client Service
       and Marketing Support

A-7

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below.

Trust Portfolio(s)           Other Portfolio(s)
--------------------         ---------------------------------------------------
Strategic Bond Trust   --    Strategic Bond Fund, a series of John Hancock
                             Funds II
High Yield Trust       --    High Yield Fund, a series of John Hancock Funds II

A-8

AMENDMENT TO SUBADVISORY AGREEMENT

A I M CAPITAL MANAGEMENT, INC.

AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory Agreement dated January 28, 1999 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, (formerly, Manufacturer's Securities Services, LLC) a Delaware limited partnership (the "Adviser"), and A I M Capital Management, Inc., (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser", is hereby amended:

a. to change the compensation of the All Cap Growth Trust as noted in Appendix A.

2. EFECTIVE DATE

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust, and
(ii) execution of the Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

A I M CAPITAL MANAGEMENT, INC.

By: /s/ Ben A. Hock, Jr.
    ---------------------------------
Name: Ben A. Hock, Jr.
Title: Managing Director.


APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate stated as a percentage of current net assets as follows (the "Subadviser Fee"):

                                          BETWEEN
                           FIRST       $500 MILLION    EXCESS OVER
PORTFOLIO              $500 MILLION   AND $1 BILLION    $1 BILLION
---------              ------------   --------------   -----------
All Cap Growth Trust

For purposes of determining net assets or aggregate net assets, the net assets of each portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the applicable annual fee rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or the portfolios to be included for purposes of determining aggregate net assets changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-1

JOHN HANCOCK TRUST

AMENDMENT TO SUBADVISORY AGREEMENT

A I M CAPITAL MANAGEMENT, INC.

AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory Agreement dated January 28, 1999 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and A I M Capital Management, Inc., (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended:

a. to change the compensation of the Mid Cap Core Trust as noted in Appendix A.

2. EFECTIVE DATE

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust, and
(ii) execution of the Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------
    Bruce Speca, Executive Vice
    President

A I M CAPITAL MANAGEMENT, INC.

By: /s/ Ben A. Hock
    ---------------------------------
    Ben A. Hock, Jr.
Title: Managing Director


APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate stated as a percentage of current net assets as follows (the "Subadviser Fee"):

                         FIRST       EXCESS OVER
PORTFOLIO            $500 MILLION   $500 MILLION
---------            ------------   ------------
Mid Cap Core Trust

For purposes of determining net assets or aggregate net assets, the net assets of each portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the applicable annual fee rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or the portfolios to be included for purposes of determining aggregate net assets changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


AMENDMENT TO SUBADVISORY AGREEMENT

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory Agreement dated May 1, 2004 (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and American Century Investment Management, Inc., a Delaware corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. EFFECTIVE DATE

This Amendment shall become effective with respect to each portfolio on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the Amendment.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------
    Bruce Speca
    Executive Vice President

AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.

By: /s/ Charles R
    ---------------------------------
Name: Charles R
Title:
       ------------------------------

2

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                        BETWEEN        BETWEEN
                                     $200 MILLION   $400 MILLION
                          FIRST           AND            AND        EXCESS OVER
                      $200 MILLION   $400 MILLION    $1 BILLION     $1 BILLION
                      OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO              NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------             ------------   ------------   ------------   ------------
Vista Trust

                          FIRST       EXCESS OVER
                      $125 MILLION   $125 MILLION
                      OF AGGREGATE   OF AGGREGATE
PORTFOLIO              NET ASSETS*    NET ASSETS*
---------             ------------   ------------
Small Company Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)    OTHER PORTFOLIO(S)
------------------    ------------------
Vista Trust           Vista Fund, a series of John Hancock Funds II
Small Company Trust   Small Company Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as

A-1

Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-2

JOHN HANCOCK TRUST

AMENDMENT TO SUBADVISORY AGREEMENT

BLACKROCK INVESTMENT MANAGEMENT, LLC

AMENDMENT made as of this 1st day of December, 2006 to the Subadvisory Agreement dated September 30, 2006 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and BlackRock Investment Management, LLC (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A is hereby amended to change the compensation of the Large Cap Value Trust.

2. EFECTIVE DATE

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust, and
(ii) execution of the Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------

BLACKROCK INVESTMENT MANAGEMENT, LLC

By: /s/ Donald C. Burke
    ---------------------------------
    Donald C. Burke
    Managing Director


APPENDIX A

The Subadviser shall serve as investment subadviser for the Portfolio of John Hancock Trust (the "Trust") listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                         BETWEEN
                                      $500 MILLION        BETWEEN            BETWEEN
                           FIRST          AND          $1 BILLION AND   $1.5 BILLION AND    EXCESS OVER
                       $500 MILLION   $1 BILLION OF   $1.5 BILLION OF    $2 BILLION OF     $2 BILLION OF
                       OF AGGREGATE     AGGREGATE      AGGREGATE NET       AGGREGATE         AGGREGATE
PORTFOLIO               NET ASSETS*    NET ASSETS*        ASSETS*          NET ASSETS*      NET ASSETS*
---------              ------------   -------------   ---------------   ----------------   -------------
Large Cap Value.....

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to the Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)           OTHER PORTFOLIO(S)
------------------           ------------------
Large Cap Value Trust   --   Large Cap Value Fund, a series of John Hancock
                               Funds II

The Subadviser Fee for the Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated


according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


AMENDMENT TO SUBADVISORY AGREEMENT
CAPITAL GUARDIAN TRUST COMPANY

AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory Agreement dated January 25, 1999 (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Capital Guardian Trust Company, a California state-chartered trust company, (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended:

a. to change the compensation of the Overseas Trust and U.S. Large Cap Trust as noted in Appendix A.

2. EFECTIVE DATE

This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------
    Exectutive Vice President

CAPITAL GUARDIAN TRUST COMPANY

By: /s/ Lee K. Yamauchi
    ---------------------------------
    Vice President


APPENDIX A

The Subadviser shall serve as investment subadviser for the following Portfolios (or portions of Portfolios) of the Trust. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for each such Portfolio (or if applicable, the portion of the Portfolio) at an annual rate as follows (the "Subadviser Percentage Fee"):

                      FIRST           EXCESS OVER
                 $500 MILLION OF    $500 MILLION OF
                 AGGREGATE ASSETS   AGGREGATE ASSETS
                 ----------------   ----------------
Income & Value

                         FIRST        EXCESS OVER
PORTFOLIO             $500 MILLION   $500 MILLION
---------             ------------   ------------
Overseas Equity....

                                      BETWEEN
                         FIRST     $1 BILLION AND   EXCESS OVER
PORTFOLIO             $1 BILLION     $2 BILLION      $2 BILLION
---------             ----------   --------------   -----------
U.S. Large Cap.....

The Subadviser Fee for each Portfolio represents in full the compensation to be paid by the Adviser to the Subadviser, and no discounts or aggregation between accounts shall be applied.

The Subadviser Percentage Fee for each Portfolio shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Subadviser. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year such number of calendar days to be determined at the beginning of each calendar year and applied throughout the calendar year by the applicable annual rates described in the preceding paragraph, and multiplying this product by the portion of the net assets of the Portfolio managed by the Subadviser, as determined in accordance with the Trust's prospectus and statement of additional information as of the close of business on the previous business day on which the Trust was open for business.

If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.


AMENDMENT TO SUBADVISORY AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC

AMENDMENT made as of this 28th day of April 2006 to the Subadvisory Agreement dated November 23, 2005, as amended (the "Amendment"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and Deutsche Asset Management, Inc., a Delaware Corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN SERVICE TO BE RENDERED BY THE SUBADVISER TO THE TRUST

Paragraph 2.i. of the Agreement is hereby amended to read as follows:

The Subadviser shall be entitled to sub-delegate, where necessary, the performance of any or all of the services hereunder to any member of a company controlled by Deutsche Bank AG ("Group Companies"), provided that if such delegation would violate the anti-assignment provisions of the Investment Advisers Act, then it shall not be permitted without the approval of the Trustees, and provided that the Subadviser shall be responsible for any acts or omissions of any Group Company, including any of its officers, directors, employees or agents, in performing any services that are delegate or sub-delegated pursuant to this Section 2.i.

2. CHANGE IN APPENDIX A

Appendix A of the Agreement, "Compensation of Subadviser," is hereby amended to add the Global Real Estate Trust.

2. EFECTIVE DATE

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John G. Vrysen
    -------------------------------------------
Name: John G. Vrysen
Title: Executive Vice President and Chief
       Financial Officer

DEUTSCHE ASSET MANAGEMENT, INC

By: /s/ Michael Colon
    -------------------------------------------
Name: Michael Colon
Title Chief Operating Officer Deutsche Asset
      Management, Inc


By: /s/ Jennifer Karam
    -------------------------------------------
Name: Jennifer Karam
Title: Director


APPENDIX A

The Subadviser shall serve as investment subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                                                BETWEEN
                                  FIRST $500 MILLION        $500 MILLION AND
                                   OF AGGREGATE NET    $750 MILLION OF AGGREGATE    EXCESS OF $750 MILLION
PORTFOLIO                               ASSETS*                NET ASSETS*         OF AGGREGATE NET ASSETS*
---------                         ------------------   -------------------------   ------------------------
Global Real Estate Trust.......

* The term Aggregate Net Assets includes the net assets of the Portfolio of the Trust. It also includes with respect to the Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)                  Other Portfolio(s)
------------------         ------------------------------------
Global Real Estate Trust   Global Real Estate Fund, a series of
                           John Hancock Funds II

The Subadviser Fee for the Portfolio shall be equal to (i) the total fee determined by applying the annual percentage rates in the table above to the Aggregate Net Assets times (ii) the net assets for such Portfolio, divided by
(iii) the Aggregate Net Assets (the "Applicable Annual Fee"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


AMENDMENT TO SUBADVISORY AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC

AMENDMENT made as of this 30th day of June 2006 to the Subadvisory Agreement dated November 23, 2002, as amended (the "Amendment"), between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and Deutsche Asset Management, Inc., a Delaware Corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended: to change the compensation of the Dynamic Growth Trust as noted in Appendix A.

2. EFECTIVE DATE

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------
Name: Bruce Speca
Title: Executive Vice President

DEUTSCHE ASSET MANAGEMENT, INC

By: /s/ Robert J.
    ---------------------------------
Name: Robert J.


APPENDIX A

The Subadviser shall serve as investment subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Subadviser Fee"):

                        FIRST $250       BETWEEN $250             BETWEEN $500
                        MILLION OF     MILLION AND $500           MILLION AND                EXCESS OVER
                         AGGREGATE   MILLION OF AGGREGATE   $1 BILLION OF AGGREGATE   $1 BILLION OF AGGREGATE
PORTFOLIO               NET ASSETS       NET ASSETS                NET ASSETS                NET ASSETS
---------               ----------   --------------------   -----------------------   -----------------------
Dynamic Growth (1)...

(1) For purposes of determining Aggregate Net Assets, the net assets of: the Dynamic Growth Trust, a series of the Trust, and the Dynamic Growth Fund, a series of John Hancock Funds II, are included.

* The term Aggregate Net Assets includes the net assets of the Portfolio of the Trust. It also includes with respect to the Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)           Other Portfolio(s)
------------------           ------------------
Dynamic Growth Trust    --   Dynamic Growth Fund, a series of
                             John Hancock Funds II

The Subadviser Fee for the Portfolio shall be equal to (i) the total fee determined by applying the annual percentage rates in the table above to the Aggregate Net Assets times (ii) the net assets for such Portfolio, divided by
(iii) the Aggregate Net Assets (the "Applicable Annual Fee"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT

FUND ASSET MANAGEMENT, L.P.

AMENDMENT made as of this 1st day of June, 2006 to the Subadvisory Agreement dated May 1, 2003, as amended on October 17, 2005 (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly Manufacturers Securities services, LLC), a Delaware limited liability company (the "Adviser"), and Fund Asset Management, L.P., a Delaware limited partnership (the "Subadviser").

WHEREAS, Adviser and Subadviser desire to amend the Agreement as permitted by section 11 of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained and agreements contained in this Amendment No. 2, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. EFFECTIVE DATE

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

3. AGREEMENT VALIDITY

Except as provided for herein, all other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

BY: JOHN HANCOCK LIFE INSURANCE
COMPANY (U.S.A.), ITS MANAGING
MEMBER

By: /s/ Bruce Speca
    ---------------------------------
Name: Bruce Speca
Title: Executive Vice President

FUND ASSET MANAGEMENT, L.P.

By: /s/ Donald C. Burke
    ---------------------------------
Name: Donald C. Burke
Title: Managing Director


APPENDIX A

The Subadviser shall serve as investment subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                                    BETWEEN
                             FIRST              $500 MILLION AND            EXCESS OVER
                        $500 MILLION OF     $1 BILLION OF AGGREGATE   $1 BILLION OF AGGREGATE
PORTFOLIO            AGGREGATE NET ASSETS          NET ASSETS                NET ASSETS
---------            --------------------   -----------------------   -----------------------
Large Cap Value...

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to the Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)            OTHER PORTFOLIO(S)
------------------            ------------------
Large Cap Value Trust    --   Large Cap Value Fund, a series of John Hancock
                              Funds II

The Subadviser Fee for the Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-1

AMENDMENT TO SUBADVISORY AGREEMENT

JENNISON ASSOCIATES LLC

AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory Agreement dated November 1, 2001, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, (formerly, Manufacturers Securities Services, LLC)., a Delaware limited liability company (the "Adviser"), and Jennison Associates LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser", is hereby amended:

a. to change the compensation of the Capital Appreciation Trust as noted in Appendix A.

2. EFECTIVE DATE

This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John G. Vrysen
    -------------------------------------------
    John G. Vrysen
    Executive Vice President and Chief Financial
    Officer

JENNISON ASSOCIATES LLC

By: /s/ Mehdi Mahmud
    -------------------------------------------
    Mehdi Mahmud
    Executive Vice President & Vice Chairman

2

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                                  BETWEEN          BETWEEN
                                  FIRST        $300 MILLION      $500 MILLION     EXCESS OVER
                              $300 MILLION   AND $500 MILLION   AND $1 BILLION    $1 BILLION
                              OF AGGREGATE     OF AGGREGATE      OF AGGREGATE    OF AGGREGATE
PORTFOLIO                      NET ASSETS       NET ASSETS        NET ASSETS      NET ASSETS
---------                     ------------   ----------------   --------------   ------------
Capital Appreciation Trust*

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund, in each case based on market values as reported by the Trust's custodian.

Trust Portfolio(s)                              Other Portfolio(s)
------------------                 -------------------------------------------
Capital Appreciation Trust    --   Capital Appreciation Fund, a series of John
                                   Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of
(i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions (as determined by percentage rate breakpoints) of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-1

AMENDMENT TO SUBADVISORY AGREEMENT

MARSICO CAPITAL MANAGEMENT, LLC

AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory Agreement dated March 22, 2005, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, (formerly, Manufacturers Securities Services, LLC)., a Delaware limited liability company (the "Adviser"), and Marsico Capital Management, LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. SUBADVISORY AGREEMENT

In all other respects, the Agreement is confirmed and remains in full force and effect.

2. EFECTIVE DATE

This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John Vrysen
    ---------------------------------------
    John G. Vrysen
    Executive Vice President and Chief
    Financial Officer

MARSICO CAPITAL MANAGEMENT, LLC

By: Christopher J. Marsico
Christopher J. Marsico
President

2

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of John Hancock Trust (the "Trust") listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                                        BETWEEN
                                        FIRST        $750 MILLION      EXCESS OVER
                                    $750 MILLION   AND $1.5 BILLION   $1.5 BILLION
                                    OF AGGREGATE     OF AGGREGATE     OF AGGREGATE
PORTFOLIO                            NET ASSETS*      NET ASSETS*      NET ASSETS*
---------                           ------------   ----------------   ------------
International Opportunities Trust

* The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund or trust are determined as of the close of business on the previous business day of that fund or trust.

This Appendix A is deemed to amend the fee schedules for the other portfolios to the extent that it is inconsistent with such schedules.

Trust Portfolio(s)                               Other Portfolio(s)
------------------                       -----------------------------------
International Opportunities Trust   --   International Opportunities Fund, a
                                         series of John Hancock Funds II

The Subadviser Fee for each Portfolio shall be accrued for each calendar day by the Custodian, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily Subadviser Fee accruals shall be based in part on the applicable annual fee rate for the Portfolio/s ("Applicable Annual Fee Rate"), which may vary from day to day depending on the amount of Aggregate Net Assets. The Applicable Annual Fee Rate on a given day is a blended rate that is calculated by (i) multiplying each rate in the table above by the relevant portion of the Aggregate Net Assets; (ii) adding together the resulting amounts; and (iii) dividing the sum of those amounts by the Aggregate Net Assets. The daily fee accruals will be computed by the Custodian by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio as determined in accordance with the Trust's prospectus and statement of additional information as of the close of business on the previous business day on which the Trust was open for business. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, the applicable Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the

A-1

end of any month, the fee (if any) for the period from the effective date to the end of such month, from the beginning of such month to the date of termination, or from the beginning of such month to the date of such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-2

AMENDMENT TO SUBADVISORY AGREEMENT

MASSACHUSETTS FINANCIAL SERVICES COMPANY

AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory Agreement dated April 30, 2001, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, (formerly Manufacturers Securities Services, LLC), a Delaware limited liability company (the "Adviser"), and Massachusetts Financial Services Company, a Delaware corporation. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. EFFECTIVE DATE

This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ Bruce Speca
    ------------------------------------
    Bruce Speca
    Exectutive Vice President

MASSACHUSETTS FINANCIAL SERVICES
COMPANY

By: Robert J. Manning

Robert J. Manning President and Chief Executive Officer

2

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                          BETWEEN
                                       $300 MILLION        BETWEEN       BETWEEN $900
                            FIRST           AND       $600 MILLION AND    MILLION AND    EXCESS OVER
                        $300 MILLION    $600MILLION     $900 MILLION     $1.5 BILLION   $1.5 BILLION
                        OF AGGREGATE   OF AGGREGATE     OF AGGREGATE     OF AGGREGATE   OF AGGREGATE
PORTFOLIO                NET ASSETS*    NET ASSETS*      NET ASSETS*      NET ASSETS*    NET ASSETS*
---------               ------------   ------------   ----------------   ------------   ------------
Strategic Value Trust
Utilities Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)       OTHER PORTFOLIO(S)
------------------       ------------------
Strategic Growth Trust   Strategic Growth Fund, a series of John Hancock Funds
                         II
Utilities Trust          Utilities Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

A-1

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-2

AMENDMENT TO SUBADVISORY AGREEMENT

MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED

AMENDMENT made as of this 28th day of April 2006 to the Subadvisory Agreement dated May 1, 2003, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser is amended to add the Absolute Return Trust.

3. EFECTIVE DATE

This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

MFC GLOBAL INVESTMENT MANAGEMENT
(U.S.A.) LIMITED

By: /s/ Keith E. Walter
    ---------------------------------
Name: Keith E. Walter
Title: Senior Vice President

A-1

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                            BETWEEN
                            FIRST        $200 MILLION      EXCESS OVER
                        $200 MILLION   AND $500 MILLION   $500 MILLION
                        OF AGGREGATE     OF AGGREGATE     OF AGGREGATE
PORTFOLIO                NET ASSETS*      NET ASSETS*      NET ASSETS*
---------               ------------   ----------------   ------------
Absolute Return Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)            Other Portfolio(s)
------------------            ------------------
Absolute Return Trust   --    Absolute Return Fund, a series of John Hancock
                              Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of
(i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-2

JOHN HANCOCK TRUST

SUBADVISORY AGREEMENT

AGREEMENT made this 28th day of April, 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and RCM Capital Management LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") and the terms of this Agreement, shall have full discretionary authority to manage the investment and reinvestment of the assets of the Portfolio(s) specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

v. provide assistance to the Trust's Custodian regarding the fair value of securities held by the Portfolios for which market quotations are not readily available. Subadviser shall not be the custodian of the assets.

A-1

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

d. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

f. The Subadviser shall vote all proxies received in connection with securities held by the Portfolios. The Subadviser shall vote proxies relating to the Portfolio's investment securities in accordance with the Trust's proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating to securities held by the Portfolio and, subject to the Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act.

A-2

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors.

5. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Limited Liability Company Agreement of the Subadviser, respectively, or by specific provision of applicable law.

6. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

7. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

A-3

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

9. SERVICES TO OTHER CLIENTS

The Adviser understands, and has advised the Trust's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust's Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients.

10. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

A-4

1. other subadvisers to a Portfolio;

2. other subadvisers to a Trust portfolio;

3. other subadvisers to a portfolio under common control with the Portfolio.

11. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

12. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

13. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

14. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

15. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

16. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

A-5

17. LIMITATION OF LIABILITY

The Declaration of Trust establishing the Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name " John Hancock Trust" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

18. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The parties agree to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. All information (including investment advice) furnished by the parties shall be treated as confidential and shall not be disclosed to third parties unless requested by a regulatory agency or otherwise as required by law or permitted by such policy or agreed to in writing by the parties hereto.

19. COMPLIANCE

Upon execution of this Agreement, the Subadviser shall provide the Adviser with the Subadviser's written policies and procedures ("Compliance Policies") as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Subadviser and documentation describing the results of any such examination and of any periodic testing of the Compliance Policies, and (iii) notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust including but not limited to any material violation of the Compliance Policies or of the Subadviser's code of ethics and/or related code. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act.

20. ACKNOWLEDGEMENT OF RECEIPT OF FORM ADV PART II, PRIVACY NOTICE AND A DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

Adviser hereby acknowledges that at least 48 hours prior to entering into this Agreement it has been received, and had an opportunity to review the Subadviser's Form ADV, Part II (which includes Subadviser's privacy notice and a description of Subadviser's proxy voting policies and procedures) as required by Rule 204-3 under the Investment Advisers Act, as amended.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

A-6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

RCM CAPITAL MANAGEMENT LLC

By: /s/ Robert J. Goldstein
    ------------------------------------
Name: Robert J. Goldstein
Title: COO

A-7

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                   FIRST       EXCESS OVER
                               $500 MILLION   $500 MILLION
                               OF AGGREGATE   OF AGGREGATE
PORTFOLIO                       NET ASSETS*    NET ASSETS*
---------                      ------------   ------------
Emerging Small Company Trust

* The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund or trust are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)                             Other Portfolio(s)
------------------                  ----------------------------------------
Emerging Small Company Trust   --   Emerging Small Company Fund, a series of
                                    John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-8

AMENDMENT 1 TO JOHN HANCOCK TRUST SUBADVISORY AGREEMENT
RCM CAPITAL MANAGEMENT LLC

AMENDMENT made as of this 6th day of October, 2006 to the John Hancock Trust Subadvisory Agreement dated April 28, 2006 (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and RCM Capital Management LLC, a Delaware limited liability company (the "Subadviser").

Whereas Subadviser currently serves as investment adviser to the Trustees of the John Hancock Trust for the Emerging Small Company Trust;

Whereas Subadviser now undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of the Johan Hancock Trust for assets of an additional trust of the John Hancock Trust;

NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties hereto agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement, "Compensation of Subadviser," is hereby amended to add to Appendix A the following portfolio (the "Portfolio") and to provide for the compensation of the Subadviser with respect thereto as described in Appendix A to this Amendment:

Science & Technology Trust

2. SUBADVISORY AGREEMENT

In all other respects, the Agreement is confirmed and remains in full force and effect.

2. EFECTIVE DATE

This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

John Hancock Investment Management Services, LLC

By: /s/ Bruce Speca
    ---------------------------------
Name: Bruce R. Speca
Title: EVP, Investment Management
       Services

RCM CAPITAL MANAGEMENT, LLC

By: /s/ Peter J. Anderson
    ---------------------------------
Name: Peter J. Anderson
Title: Chief Investment Officer


APPENDIX A

The Subadviser shall serve as co-subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                       FIRST $500 MILLION OF    EXCESS OVER $500 MILLION
PORTFOLIO                              AGGREGATE NET ASSETS*    OF AGGREGATE NET ASSETS*
---------                              ----------------------   ------------------------
Science & Technology Trust..........

* The term Aggregate Net Assets for a given day includes the net assets of the Portfolio managed by the Subadviser. It also includes the net assets of one or more other portfolios of the Trust or other portfolios managed by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser or co-subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.

Trust Portfolio(s)                               Other Portfolio(s)
------------------                 -------------------------------------------
Science & Technology Trust    --   Science & Technology Fund, a series of John
                                   Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio that are managed by the Subadviser. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


JOHN HANCOCK TRUST

AMENDMENT TO SUBADVISORY AGREEMENT
SALOMON BROTHERS ASSET MANAGEMENT INC

AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory Agreement dated December 1, 2005 (the "Agreement"), between John Hancock Investment Management Services, a Delaware limited partnership (the "Adviser"), and Salomon Brothers Asset Management Inc (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. EFECTIVE DATE

This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and,
(ii) execution of the Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------
Name: Bruce Speca
Title: Executive Vice President, IMS
Date:
      ------------------

SALOMON BROTHERS ASSET MANAGEMENT INC

By: Joe Sauber
Name: Joe Sauber
Title: Managing Director
Date:

APPENDIX A

The Subadviser shall serve as investment subadviser for the following portfolio of the Trust (the "Portfolio"). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for the Portfolio at an annual rate as follows (the "Subadviser Percentage Fee"):

PORTFOLIO                         ALL ASSET LEVELS
---------                         ----------------
Special Value Trust............

The Subadviser Percentage Fee for the Portfolio shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Subadviser. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the applicable annual rate described in the preceding paragraph, and multiplying this product by the net assets of the Portfolio as determined in accordance with the Trust's prospectus and statement of additional information as of the close of business on the previous business day on which the Trust was open for business.

If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.


SUBADVISORY AGREEMENT

SOVEREIGN ASSET MANAGEMENT LLC

AGREEMENT made this 28th day of April, 2006, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Sovereign Asset Management LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject to the supervision of the Trustees of John Hancock Trust (the "Trust") (formerly, Manufacturers Investment Trust) and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolios specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the "Portfolios"). The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any way except as expressly authorized in this Agreement or another writing by the Trust and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each Portfolio consistent with the investment objectives and related investment policies for each such Portfolio as described in the Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities including the placing of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the implementation of these investment programs; and

v. provide assistance to the Trust's Custodian regarding the fair value of securities held by the Portfolios for which market quotations are not readily available.

b. The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and


(ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolios (excluding determination of net asset value and shareholder accounting services).

c. The Subadviser will select brokers and dealers to effect all transactions subject to the following conditions: The Subadviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions if applicable. The Subadviser is directed at all times to seek to execute brokerage transactions for the Portfolios in accordance with such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser's overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser's other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.

d. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

e. The Subadviser will maintain all accounts, books and records with respect to the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940 (the "Investment Company Act") and Investment Advisers Act of 1940 (the "Investment Advisers Act") and the rules thereunder.

f. The Subadviser shall vote all proxies received in connection with securities held by the Portfolios.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement relates except for losses

2

resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, the duties of the Subadviser or any of its directors.

5. SUPPLEMENTAL ARRANGEMENTS

The Subadviser may enter into arrangements with other persons affiliated with the Subadviser to better enable it to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Subadviser.

6. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings", as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

7. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Limited Liability Company Agreement of the Subadviser, respectively, or by specific provision of applicable law.

8. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

9. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by

3

a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.

If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act.

This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

10. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

11. SERVICES TO OTHER CLIENTS

The Adviser understands, and has advised the Trust's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust's Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients.

4

12. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS

As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets:

1. other subadvisers to a Portfolio;

2. other subadvisers to a Trust portfolio;

3. other subadvisers to a portfolio under common control with the Portfolio.

13. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the portfolios of the Trust.

14. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

15. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

16. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

17. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

18. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the

5

provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

19. LIMITATION OF LIABILITY

The Agreement and Declaration of Trust dated September 28, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of The Commonwealth of Massachusetts, provides that the name "Manufacturers Investment Trust" and subsequently, "John Hancock Trust", refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John Vrysen
    -----------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

SOVEREIGN ASSET MANAGEMENT LLC

By: Diane R. Landers

Diane R. Landers Title: Chief Administrative Officer

6

APPENDIX A

Emerging Growth Trust

The Subadviser shall serve as investment subadviser for the following portfolios of the Trust. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for each such Portfolio at an annual rate as follows (the "Subadviser Percentage Fee"):

Portfolio               Subadviser Percentage Fee
---------               -------------------------
Emerging Growth Trust

The Subadviser Percentage Fee for each Portfolio shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Subadviser. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the applicable annual rate described in the preceding paragraph, and multiplying this product by the net assets of the Portfolio as determined in accordance with the Trust's prospectus and statement of additional information as of the close of business on the previous business day on which the Trust was open for business.

If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

High Income Trust

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                          BETWEEN            BETWEEN
                           FIRST        $150 MILLION       $500 MILLION      EXCESS OVER
                       $150 MILLION   AND $500 MILLION   AND $2.5 BILLION   $2.5 BILLION
                       OF AGGREGATE     OF AGGREGATE       OF AGGREGATE     OF AGGREGATE
PORTFOLIO               NET ASSETS*      NET ASSETS*        NET ASSETS*      NET ASSETS*
---------              ------------   ----------------   ----------------   ------------
High Income Trust(1)

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

A-1

Trust Portfolio(s)        Other Portfolio(s)
------------------        ------------------
High Income Trust    --   High Income Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

A-2

AMENDMENT TO SUBADVISORY AGREEMENT

T. ROWE PRICE ASSOCIATES, INC.

AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory Agreement dated January 28, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, (formerly, Manufacturers Securities Services, LLC)., a Delaware limited liability company (the "Adviser"), and T. Rowe Price Associates, Inc., a Maryland corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser", is hereby amended to add to Appendix A the following portfolio:

Real Estate Equity Trust

2. SUBADVISORY AGREEMENT

In all other respects, the Agreement is confirmed and remains in full force and effect.

2. EFECTIVE DATE

This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ John G. Vrysen
    ---------------------------------
    John G. Vrysen
    Executive Vice President and
    Chief Financial Officer

T. ROWE PRICE ASSOCIATES, INC.

By: /s/ Darrell N. Brown
    ---------------------------------
    Darrell N. Brown
    Vice President


APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                               BETWEEN
                               FIRST        $250 MILLION      EXCESS OVER
                           $250 MILLION   AND $500 MILLION   $500 MILLION
                           OF AGGREGATE     OF AGGREGATE     OF AGGREGATE
PORTFOLIO                   NET ASSETS*      NET ASSETS*      NET ASSETS*
---------                  ------------   ----------------   ------------
Real Estate Equity Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)              Other Portfolio(s)
------------------              -----------------------------------------
Real Estate Equity Trust   --   Real Estate Equity Fund, a series of John
                                Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of
(i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-1

AMENDMENT TO SUBADVISORY AGREEMENT
T. ROWE PRICE ASSOCIATES, INC.

AMENDMENT made as of this 6th day of October, 2006 to the Subadvisory Agreement dated January 28, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and T. Rowe Price Associates, Inc., a Maryland Corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement, "Compensation of Subadviser," is hereby amended to clarify the compensation of the Subadviser with respect the Science & Technology Trust (the "Portfolio") in light of the Adviser's intention to appoint an additional co-subadviser to the Portfolio.

2. SUBADVISORY AGREEMENT

In all other respects, the Agreement is confirmed and remains in full force and effect.

2. EFECTIVE DATE

This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------
Name: Bruce R. Speca
Title: Executive Vice President

RCM CAPITAL MANAGEMENT, LLC

By: /s/ GD Ruchl
    ---------------------------------


APPENDIX A

The Subadviser shall serve as co-subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                      FIRST $500 MILLION OF     EXCESS OVER $500 MILLION
PORTFOLIO                             AGGREGATE NET ASSETS*     OF AGGREGATE NET ASSETS*
---------                           -------------------------   ------------------------
Science & Technology Trust.......

* The term Aggregate Net Assets for a given day includes the net assets of the Portfolio managed by the Subadviser. It also includes the net assets of one or more other portfolios of the Trust or other portfolios managed by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser or co-subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.

Trust Portfolio(s)                Other Portfolio(s)
------------------                ------------------
Science & Technology Trust   --   Science & Technology Fund, a series of John
                                  Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for the Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio that are managed by the Subadviser. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


John Hancock Trust

AMENDMENT TO SUBADVISORY AGREEMENT

UBS GLOBAL ASSET MANAGEMENT

AMENDMENT made as of this 30 day of June, 2006 to the Subadvisory Agreement dated April 30, 2003, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited liability company (the "Adviser"), and UBS Global Asset Management (Americas) Inc. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. EFFECTIVE DATE

This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ Bruce Speca
    ------------------------------------
    Bruce Speca
    Executive Vice President

UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.

By: /s/ Mary Tritley
    ------------------------------------
Name: Mary Tritley
Title: Managing Director


By: /s/ Michael J. Calhoun
    ------------------------------------
Name: Michael J. Calhoun
Title: Assistant Secretary

2

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                              FIRST       EXCESS OVER
                          $500 MILLION   $500 MILLION
                          OF AGGREGATE   OF AGGREGATE
PORTFOLIO                  NET ASSETS*    NET ASSETS*
---------                 ------------   ------------
Global Allocation Trust

                                            BETWEEN       BETWEEN
                                         $250 MILLION   $500 MILLION
                              FIRST           AND            AND        EXCESS OVER
                          $250 MILLION   $500 MILLION   $750 MILLION   $750 MILLION
                          OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                  NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------                 ------------   ------------   ------------   ------------
Large Cap Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)             OTHER PORTFOLIO(S)
------------------             -------------------------------------------------
Global Allocation Trust   --   Global Allocation Fund, a series of John Hancock
                               Funds II

Large Cap Trust                Large Cap Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as

A-1

Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-2

John Hancock Trust

AMENDMENT TO SUBADVISORY AGREEMENT

UBS GLOBAL ASSET MANAGEMENT

AMENDMENT made as of this 18th day of December, 2006 to the Subadvisory Agreement dated April 30, 2003, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and UBS Global Asset Management (Americas) Inc. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. EFFECTIVE DATE

This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

A-1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ Bruce Speca
    ------------------------------------
    Bruce Speca
    Executive Vice President

UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.

By: /s/ Mary Tritley
    ------------------------------------
    Mary Tritley
    Executive Managing Director


By: /s/ Michael J. Calhoun
    ------------------------------------
    Michael J. Calhoun
    Assistant Secretary

A-2

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                    FIRST       EXCESS OVER
                                $500 MILLION   $500 MILLION
                                OF AGGREGATE   OF AGGREGATE
PORTFOLIO                        NET ASSETS*    NET ASSETS*
---------                       ------------   ------------
Global Allocation Trust

                                                  BETWEEN        BETWEEN
                                               $250 MILLION   $500 MILLION
                                    FIRST           AND           AND         EXCESS OVER
                                $250 MILLION   $500 MILLION   $750 MILLION   $750 MILLION
                                OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                        NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------                       ------------   ------------   ------------   ------------
Large Cap Trust

                                                  BETWEEN       BETWEEN
                                               $250 MILLION   $500 MILLION
                                    FIRST           AND           AND         EXCESS OVER
                                $250 MILLION   $500 MILLION   $750 MILLION   $750 MILLION
                                OF AGGREGATE   OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                        NET ASSETS*    NET ASSETS*    NET ASSETS*    NET ASSETS*
---------                       ------------   ------------   ------------   ------------
Strategic Opportunities Trust

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)                    OTHER PORTFOLIO(S)
------------------                    ------------------
Global Allocation Trust          --   Global Allocation Fund, a series of John
                                      Hancock Funds II

Large Cap Trust                       Large Cap Fund, a series of John Hancock
                                      Funds II

                                      Strategic Opportunities Trust, a series of
                                      John Hancock Trust

A-3

Strategic Opportunities Trust         Large Cap Trust, a series of John Hancock
                                      Trust

                                      Large Cap Fund, a series of John Hancock
                                      Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-4

JOHN HANCOCK TRUST

AMENDMENT TO SUBADVISORY AGREEMENT

UST ADVISERS, INC.

AMENDMENT made as of this 1st day of October, 2006 to the Subadvisory Agreement dated (the "Agreement") between John Hancock Investment Management Services, LLC, a Delaware limited partnership (the "Adviser"), and United States Trust Company of New York, on behalf of its Asset Management Division, a state chartered bank and trust company and a member bank of the Federal Reserve System ("UST-NY"), U.S. Trust Company, National Association, on behalf of its Asset Management Division, a national bank organized under the laws of the United States ("UST-NA") which was assigned to UST Advisers, Inc on December 16, 2005. In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended and restated:

a. to change the compensation of the Value & Restructuring Trust as noted in Appendix A.

2. EFECTIVE DATE

This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust, (ii) execution of the Amendment and (iii) October 1, 2006.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ Bruce Speca
    ---------------------------------
    Bruce Speca
    Executive Vice President

UST ADVISERS, INC.

By: Joseph T. Trainor

Joseph T. Trainor
President, U.S. Trust
International


APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                                                          BETWEEN
                                             FIRST                     $500 MILLION
                                 $500 MILLION OF AGGREGATE NET        AND $1 BILLION        EXCESS OVER $1 BILLION OF
PORTFOLIO                                   ASSETS*              OF AGGREGATE NET ASSETS*     AGGREGATE NET ASSETS*
---------                        -----------------------------   ------------------------   -------------------------
Value & Restructuring Trust...

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

Trust Portfolio(s)                  Other Portfolio(s)
------------------                  ------------------
Value & Restructuring Trust    --   Value & Restructuring Fund, a series of
                                    John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the quotient of
(i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.


John Hancock Trust

AMENDMENT TO SUBADVISORY AGREEMENT

WELLS CAPITAL MANAGEMENT, INCORPORATED

AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory Agreement dated April 29, 2005, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Wells Capital Management, Incorporated (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. EFFECTIVE DATE

This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and
(ii) execution of the Amendment.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

JOHN HANCOCK INVESTMENT MANAGEMENT
SERVICES, LLC

By: /s/ Bruce Speca
    ------------------------------------
    Bruce Speca
    Executive Vice President

WELLS CAPITAL MANAGEMENT, INCORPORATED

By: /s/ Karen Norton
    ------------------------------------
    Karen Norton
    Principal

2

APPENDIX A

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

                                          BETWEEN
                                       $200 MILLION
                            FIRST           AND        EXCESS OVER
                        $200 MILLION   $400 MILLION   $400 MILLION
                        OF AGGREGATE   OF AGGREGATE   OF AGGREGATE
PORTFOLIO                NET ASSETS*    NET ASSETS*    NET ASSETS*
---------               ------------   ------------   ------------
Core Bond Trust               %              %              %
U.S. High Yield Trust         %                             %

* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund.

TRUST PORTFOLIO(S)      OTHER PORTFOLIO(S)
------------------      ------------------
Core Bond Trust         Core Bond Fund, a series of John Hancock Funds II
U.S. High Yield Trust   U.S. High Yield Fund, a series of John Hancock Funds II

The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.

If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month,

A-1

the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.

A-2

Amended and Restated September 28, 2004

JOHN HANCOCK TRUST

(Formerly, Manufacturers Investment Trust)

CODE OF ETHICS

Table of Contents

                                                                     Page Number
                                                                     -----------
1.    Definitions
2.    Purpose of Code
3.    Prohibited Purchase and Sales
4.    Exempt Transactions
5.    Prohibited Business Conduct
6.    Reporting of Securities Holdings and Transactions
7.    Preclearance of IPOs and Limited Offerings
8.    Reporting of Violations and Sanctions
9.    Applicability of Code to Subadvisers
10.   Enforcement of this Code

1. Definitions

1.1 Trust. As used in this Code, "Trust" shall mean John Hancock Trust, a Massachusetts business trust registered as an open-end diversified investment company under the Investment Company Act of 1940 (the "1940 Act").

1.2 Access Person. As used in this Code, the term "access person" shall mean any trustee or officer of the Trust and any "advisory person" (as defined below) of the Trust or of any investment adviser or subadviser of the Trust. If the investment adviser's or subadviser's primary business is advising mutual funds or other advisory

1

clients, all of the investment adviser's or subadviser's directors, officers, and general partners are presumed to be access persons of the Trust.

1.3 Advisory Person. As used in this Code, the term "advisory person" shall mean: (i) any trustee, director, officer, general partner or employee of (x) the Trust, (y) any investment adviser or subadviser of the Trust, or (z) any company in a control relationship to the Trust or to any investment adviser or subadviser of the Trust, 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 the Trust, or whose functions relate to the making of any recommendations with respect to such purchases or sales including any "Investment Person" or "Portfolio Manager" as defined below; and

(ii) any natural person in a control relationship to the Trust or any investment adviser or subadviser of the Trust who obtains information concerning recommendations made to the Trust with regard to the purchase or sale of a security.

1.4 Active Consideration. As used in this Code, a covered security will be deemed under "active consideration" when a recommendation to purchase or sell a covered security has been made and communicated to the person or persons ultimately making the decision to buy or sell the security. A covered security will also be deemed under "active consideration" whenever an advisory person focuses on a specific security and seriously considers recommending the covered security to the Trust.

A covered security will be deemed under "active consideration" until the Trust implements or rejects the recommendation or until the proper advisory person decides not to recommend the purchase or sale of the covered security to the Trust.

A covered security will not be deemed under "active consideration" if the security is being reviewed only as part of a general industrial survey or other broad monitoring of the securities market.

1.5 Automatic Investment Plan. As used in this Code, "Automatic Investment Plan" shall mean a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

2

1.6 Beneficial Ownership. As used in this Code, "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 ("1934 Act") 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, except that the determination of direct or indirect beneficial ownership shall apply to all securities whether or not such securities are the kind that could subject a person to the provisions of Section 16 of the 1934 Act and to all shares of the Trust that serve as underlying investments.

1.7 Chief Compliance Officer. As used in this Code, "Chief Compliance Officer" shall mean the Chief Compliance Officer of the Trust, his or her designee, or such other person as may be authorized to perform the functions of a chief compliance officer.

1.8 Control. As used in this Code, "control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940 (the "1940 Act").

1.9 Covered Security. As used in this Code, "Covered Security" shall mean a security as defined in Section 2(a)(36) of the 1940 Act, except that it shall not include:

(a) direct obligations of the U.S. Government;

(b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality, short term debt instruments(1), including repurchase agreements;

(c) shares of money market funds;

(d) shares of registered open-end investment companies (i.e., mutual funds) other than Reportable Funds; and

(e) units of a unit investment trust if the unit investment trust is invested exclusively in one or more open-end investment companies (other than Reportable Funds).

1.10 Covered Security Held or to be Acquired by the Trust. As used in this Code, "covered security held or to be acquired by the Trust" shall mean (i) any covered security which, within the most recent 15 days is, or has been, held by the Trust or is being, or has been, considered by the Trust or its investment adviser or any of its


(1) A high quality, short term debt instrument means any debt 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.

3

subadvisers for purchase by the Trust and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, such a covered security.

1.11 Disinterested Trustee. As used in this Code, "disinterested trustee" shall mean a trustee of the Trust who is not an "interested person" of the Trust within the meaning of Section 2(a)(19) of the 1940 Act.

1.12 Initial Public Offering. As used in this Code, "Initial Public Offering" shall mean an offering of securities registered under the Securities Act of 1933 ("1933 Act"), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

1.13 Investment Person. As used in this Code, "Investment Person" shall mean (i) any employee of: (x) the Trust, (y) the investment adviser or subadviser of the Trust or (z) any company in a control relationship to the Trust or an investment adviser or subadviser of the Trust, 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 any series of the Trust or (ii) any natural person who controls (y) the Trust (or any series thereof) or (z) any investment adviser or subadviser of the Trust, who obtains information concerning recommendations made to any series of the Trust regarding the purchase or sale of securities by the series. Any Portfolio Manager of the Trust shall be considered an Investment Person.

1.14 Limited Offering. As used in this Code, "Limited Offering" shall mean an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or Rules 504, 505 or 506 thereunder.

1.15 Portfolio Manager. As used in this Code, "Portfolio Manager" shall mean the person or persons with the direct responsibility and authority to make investment decisions affecting any series of the Trust.

1.16 Purchase or Sale of a Covered Security. As used in this Code, "purchase or sale of a covered security" includes, inter alia, the writing of an option to purchase or sell a covered security.

1.17 Reportable Fund. As used in this Code, "Reportable Fund" means:

(a) any investment company registered under the 1940 Act for which the investment adviser to the Trust serves as an investment adviser as defined in Section 2(a)(20) of the 1940 Act, or

(b) any investment company registered under the 1940 Act whose investment adviser or principal underwriter controls, is controlled by or is under common control with the investment adviser to the Trust.

4

For the purposes of the reporting obligations under this Code of a disinterested trustee, "Reportable Fund" shall have only the meaning set forth in subsection (a) hereof.

1.18 Additional Definitions. All other terms used in this Code shall be defined by reference to the 1940 Act or the 1934 Act.

2. Purpose of the Code.

2.1 This Code establishes rules of conduct for access persons of the Trust and is designed to further the purposes of Rule 17j-1 under the 1940 Act. In general, in connection with personal securities transactions and related conduct, access persons should (1) always place the interests of the Trust's shareholders first; (2) ensure that all personal securities transactions are conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an access person's position of trust and responsibility; (3) not take inappropriate advantage of their positions and (4) comply with all applicable federal securities laws.

2.2 Code is designed to prevent certain practices by access persons in connection with the purchase or sale, directly or indirectly, by such access persons of securities held or to be acquired by the Trust. These include:

(a) employing any device, scheme or artifice to defraud the Trust;

(b) making any untrue statement of a material fact to the Trust or omitting to state a material fact necessary in order to make the statements made to the Trust, in light of the circumstances under which they are made, not misleading;

(c) engaging in any act, practice, or course of business that operates or would operate as a fraud or deceit upon the Trust; or

(d) engaging in any manipulative practice with respect to the Trust.

The Code is also designed to permit the Trust to monitor transactions by access persons in shares of the Trust and, as applicable, other Reportable Funds in which they may have a direct or indirect beneficial ownership interest.

3. Prohibited Purchase and Sales.

3.1 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

5

actual knowledge at the time of such purchase or sale is currently under active consideration for purchase or sale by the Trust; provided that for purposes of this section a covered security shall be deemed to be under active consideration until five business days shall have elapsed from the date the Trust ceased activity in the purchase or sale of such covered security.

These prohibitions shall apply to the purchase or sale of any convertible security, option or warrant of any issuer whose underlying covered securities are under active consideration by the Trust.

3.2 No Portfolio Manager 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 within seven calendar days before and after the particular series of the Trust that he or she manages trades in that covered security.

3.3 No Investment Person shall acquire any covered securities in an Initial Public Offering for his or her personal account.

3.4 No Investment Person shall acquire, directly or indirectly, beneficial ownership of any covered securities in a Limited Offering without the prior approval of the Chief Compliance Officer. This approval shall take into account whether the investment opportunity should be reserved for the Trust, whether the opportunity is being offered to an individual by virtue of his or her position with the Trust and any other relevant factors. If an Investment Person has purchased a covered security in a Limited Offering, then (a) such Investment Person must disclose his or her ownership of the covered security if he or she has a material role in any subsequent consideration by the Trust to purchase the covered security and (b) any decision by the Trust to purchase the covered security will be reviewed by at least two other Investment Persons with no personal interest in the covered security.

3.5 No Investment Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) covered securities of which such Investment Person has beneficial ownership within 60 calendar days.

3.6 These prohibitions shall apply to the purchase or sale by any access person of any convertible covered security, option or warrant of any issuer whose underlying securities are under active consideration by the Trust.

3.7 Any profits realized on transactions prohibited by this Section 3 shall be paid to the affected series of the Trust or to a charitable organization designated by the Board of Trustees of the Trust.

3.8 These prohibitions shall not apply to purchases and sales specified in
Section 4 of this Code.

4. Exempt Transactions.

6

The prohibitions in Section 3 of this Code shall not apply to the following transactions by access persons;

(a) purchases or sales effected in any account over which an 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 the Trust;

(c) 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;

(d) purchases or sales which are non-volitional on the part of either the access person or the Trust;

(e) purchases which are part of an Automatic Investment Plan;

(f) purchases or sales approved by the Chief Compliance Officer upon a showing of good cause. Good cause will be deemed to exist when unexpected hardship occasions the need for additional funds (a change in investment objectives will not be deemed "good cause"); and

(g) purchase or sales approved by the Chief Compliance Officer (or by another person designated by the Trust or its investment adviser for such purpose and having no interest in the transaction) where the purchases and sales have only a remote potential of harming the Trust because (1) such transactions are in a highly institutionalized market and would have little effect on such market; or (2) such transactions clearly are not related economically to the securities to be purchased, sold or held by the Trust.

5. Prohibited Business Conduct.

5.1 No access person shall, either directly or indirectly;

(a) engage in any business transaction or arrangement for personal profit based on confidential information gained by way of employment with the Trust or its investment adviser or subadviser, or on nonpublic information regarding security transactions by the Trust, whether current or prospective, or the portfolio holdings of the Trust or other Reportable Funds.

(b) communicate non-public information regarding security transactions of the Trust, whether current or prospective, or the portfolio holdings of the Trust or other Reportable Funds to anyone unless necessary as part of the regular course of the Trust's business. Non-public information regarding particular securities, including reports and recommendations of any investment adviser or subadviser to the Trust, must not be given to anyone who is not an officer or director of the Trust or the investment adviser without prior approval of the Chief Compliance

7

Officer. Access Persons shall comply with the Trust's policy entitled "Procedures Regarding Disclosure of Portfolio Holdings" as such procedures may be amended from time to time.

(c) accept a gift, favor, or service of more than de minimis value from any person or company which, to the actual knowledge of such access person, does business or might do business with the Trust, the investment adviser or subadviser, or The Manufacturers Life Insurance Company (U.S.A.) or its affiliates;

(d) buy or sell any security or any other property from or to the Trust, provided that this Section 5.1(d) shall not be construed to prohibit an access person from being a policy owner of a variable annuity or life insurance policy which is funded by the Trust.

(e) Violate any federal securities laws applicable to the Trust.

5.2 No Investment Person shall serve on the board of directors of any publicly traded company without prior authorization from the Chief Compliance Officer based upon a determination that such board service would be consistent with the interests of the Trust and its shareholders. Any Investment Person so authorized to serve as a director will be isolated from other persons making investment decisions for the Trust through a "Chinese Wall" or other procedures.

6. Reporting of Security Holdings and Transactions.

Initial and Annual Reporting

6.1 Every access person shall provide to the Chief Compliance Officer within 10 days after becoming an access person and annually thereafter (on a date chosen by the Trust) a report listing:

(a) all covered securities in which he or she has any direct or indirect beneficial ownership; provided, however, that an access person shall not be required to make a report with respect to securities held in an account over which he or she has no direct or indirect influence or control. The information in the annual report regarding covered securities must be current as of a date no more than 45 days before the report is filed. The following covered securities need not be reported:

(i) shares of the Trust which are owned beneficially through an Insurance Contract listed pursuant to 6.1(b) below.

(ii) Units of an Insurance Contract listed pursuant to 6.1(b) below.

8

(iii) Shares of the Trust which are owned beneficially through the 401(k) plan for employees of The Manufacturers Life Insurance Company (U.S.A.).

(b) All variable insurance contracts which are funded by insurance company separate accounts that may use one or more portfolios of the Trust as underlying investments and which may provide the access person with any direct or indirect beneficial ownership of shares of the Trust ("Insurance Contracts") as of the date of the report.

6.2 The reports required by Section 6.1 shall include:

(a) with respect to information required by Section 6.1(a), (i) the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, (ii) the, number of shares and principal amount of each covered security in which the access person has any direct or indirect beneficial ownership; (iii) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the direct or indirect benefit of the access person.

(b) with respect to information required by Section 6.1(b), the name of the insurance company issuing, and the contract number, of each Insurance Contract.

(d) with respect to information required by Sections 6.1(a) and (b), the date that the report is submitted by the access person.

6.3 Quarterly Reporting. Within 30 days after the end of a calendar quarter, an access person shall report to the Chief Compliance Officer any transaction during the quarter in a covered security in which he or she had, or by reason of such transaction acquired, any direct or indirect beneficial ownership. The following covered securities need not be reported:

(iv) shares of the Trust which are owned beneficially through an Insurance Contract listed pursuant to 6.1(b) above.

(v) Units of an Insurance Contract listed pursuant to 6.1(b) above.

(vi) Shares of the Trust which are owned beneficially through the 401(k) plan for employees of The Manufacturers Life Insurance Company (U.S.A.).

6.4 Contents of Quarterly Reports. Any quarterly transaction reports required by section 6.3 shall state:

9

(a) the title (and, as applicable, the exchange ticker symbol or CUSIP number) and number of shares, the interest rate and maturity date (if applicable) and the principal amount of the covered security involved;

(b) (if applicable) the date and nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition) or the date the account was established;

(c) the price at which the transaction was effected; and

(d) the name of the broker, dealer or bank with or through which the transaction was effected or with whom the access person established or maintained the account; and

(e) the date that the report is submitted by the access person.

6.5 Other Reporting. Within 30 days after the end of a calendar quarter, an access person shall report to the Chief Compliance Officer:

(a) with respect to any account established by the access person in which securities were held during the quarter for the direct or indirect benefit of the access person. Any such quarterly report shall include
(i) the name of the broker, dealer or bank with which the access person established the account; (ii) the date the account was established; and (iii) the date the report is submitted by the access person.

(b) with respect to any Insurance Contract issued during the quarter. Any such quarterly report shall include the name of the insurance company issuing, and the contract number of, the Insurance Contract and the date the report is submitted.

6.6 Exceptions from Reporting Requirements.

An access person need not make:

(a) any report with respect to securities held in accounts over which the access person has not had any direct or indirect influence or control;

(b) a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan;

(c) a quarterly transaction report or other quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Chief Compliance Officer with respect to the access person in the time required, if all of the required information is contained in the broker trade confirmations or account statements or in the records of the Chief Compliance Officer.

10

6.7 Disinterested Trustees. A disinterested trustee of the Trust shall make the initial or annual holdings reports required by Section 6.1, the quarterly transaction report required by Section 6.3, and the quarterly report required by
Section 6.5 but shall only report the following on such reports:

(a) for all such reports, any Insurance Contracts and any shares of Series III of the Trust, and

(b) in the case of the quarterly transaction report required by Section 6.3, a transaction in any shares of Series III of the Trust and a transaction in any other covered security if the 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 15-day period immediately preceding or after the date of the transaction by the trustee, the covered security is or was under active consideration for purchase or sale by the Trust or its investment adviser or subadviser or is or was purchased or sold by the Trust.

A disinterested trustee is required to file all such reports even if he or she has no Insurance Contracts or transactions to report.

6.8 Disclaimer of Beneficial Ownership. Any report required by this Section 6 may also contain a statement declaring that the reporting or recording of any transaction shall not be construed as an admission by the access person making the report that he or she has any direct or indirect beneficial ownership in the covered security to which the report relates.

6.9 Provision of Code of Ethics to each Access Person. The Trust shall provide each access person with a copy of this Code and all amendments thereto.

6.10 Annual Access Person Certification. Each access person shall certify
(a) within 10 days of becoming an access person, that he or she has read and understood the Code and recognizes that he or she is subject to the Code; and
(b) annually that he or she has read and understood the Code and recognizes that he or she is subject to the Code, that he or she has complied with all the requirements of the Code and that he or she disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

6.11 Review of Reports and Certifications. The Chief Compliance Officer shall review the reports and certifications submitted by access persons pursuant to Section 6 of this Code.

11

6.12 Annual Reports to the Board of Trustees. At least annually, the Chief Compliance Officer, and the chief compliance officer of the investment adviser and principal underwriter and any subadviser of the Trust, shall report to the Board of Trustees of the Trust regarding:

(a) All existing procedures concerning personal trading activities and any procedural changes made during the past year;

(b) any recommended changes to the Code or procedures; and

(c) any issues arising under the Code since the last report to the Board of Trustees, including, but not limited to, information about any materials violations of the Code and any sanctions imposed in response to the material violations.

The Chief Compliance Officer, and the chief compliance officer of the investment adviser and principal underwriter and each subadviser of the Trust, shall also certify at least annually as to the adoption of procedures reasonably necessary to prevent access persons from violating the Code.

7. Preclearance of IPOs and Limited Offerings

An access person (except disinterested trustees of the Trust) must obtain the prior written approval of the Chief Compliance Officer prior to directly or indirectly acquiring beneficial ownership in any covered security in an Initial Public Offering or a Limited Offering.

8. Reporting of Violations and Sanctions

8.1 Every access person aware of any violation of this Code shall promptly report the violation to the Chief Compliance Officer.

8.2 Upon learning of a violation of this Code, the Board of Trustees of the Trust may impose such sanctions as it deems appropriate under the circumstances, including, but not limited to, letters of reprimand, suspension or termination of employment, disgorgement of profits and notification to regulatory authorities in the case of Code violations which also constitute fraudulent conduct.

9. Applicability of Code to Subadvisers.

Any person who is an access person because of his or her relationship with a subadviser of the Trust is not subject to this Code provided that the subadviser has adopted its own Code of Ethics that complies with the

12

requirements of Rule 17j-1 under the 1940 Act and such Code of Ethics has been approved by the Board of Trustees of the Trust.

10. Enforcement of this Code

The Chief Compliance Officer shall have primary responsibility for enforcing this Code.

13

Adopted August 23, 2005

JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC
CODE OF ETHICS
(the "Code")

Pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, and Rule 17j-1 under the Investment Company Act of 1940, as amended

                                Table of Contents
1.   Definitions..............................................................1
2.   Purpose of the Code......................................................4
3.   Prohibited Purchase and Sales............................................5
4.   Exempt Transactions......................................................6
5.   Prohibited Business Conduct..............................................7
6.   Reporting of Securities Holdings and Transactions........................8
7.   Preclearance of IPOs by Access Persons..................................12
8.   Reporting of Violations and Sanctions...................................12
9.   Enforcement of this Code................................................12

1. DEFINITIONS

1.1 Access Person. As used in this Code, "Access Person" shall mean: (i) any director, manager, officer, general partner or "Advisory Person" (as defined below) of John Hancock Investment Management Services, LLC ("JHIMS"); (ii) any "Supervised Person" (as defined below) of JHIMS who has access to nonpublic information regarding the purchase or sale of securities by a "Fund" (as defined below), or nonpublic information regarding the portfolio holdings of any "Reportable Fund" (as defined below); or (iii) any Supervised Person who is involved in making securities recommendations to a Fund or who has access to such recommendations that are nonpublic.

1.2 Advisory Person. As used in this Code, "Advisory Person" shall mean:
(a) any director, manager, officer, general partner or employee of JHIMS (or of any company in a "Control" (as defined below) relationship to JHIMS) 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 a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales, including any "Investment Person" or "Portfolio Manager" as defined below; or (b) any natural person in a Control relationship to JHIMS who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by that Fund.


1.3 Active Consideration. As used in this Code, a Covered Security will be deemed under "Active Consideration" whenever a recommendation to purchase or sell the security has been made and communicated to the person or persons ultimately making the decision to buy or sell the security and whenever an Advisory Person focuses on a specific Covered Security and seriously considers recommending such security to the Fund. A Covered Security will be deemed under "Active Consideration" until any purchase or sale recommendation has been implemented or rejected or until the proper Advisory Person decides not to recommend the purchase or sale of the security to a Fund. A Covered Security will not be deemed under "Active Consideration" if such security is being reviewed only as part of a general industry survey or other broad monitoring of the securities market.

1.4 Automatic Investment Plan. As used in this Code, "Automatic Investment Plan" shall mean a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

1.5 Beneficial Ownership. As used in this Code, "Beneficial Ownership" 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 "1934 Act") in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder. Beneficial Ownership may include members of a person's immediate family sharing the same household with such person.

1.6 Chief Compliance Officer. As used in this Code, "Chief Compliance Officer" shall mean the Chief Compliance Officer of JHIMS appointed pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), his or her designee, or such other person as may be authorized to perform the functions of a chief compliance officer.

1.7 Control. As used in this Code, "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 "1940 Act").

1.8 Covered Security. As used in this Code, "Covered Security" shall mean a security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it shall not include:

(a) direct obligations of the Government of the United States;

2

(b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality, short-term debt instruments(1), including repurchase agreements;

(c) shares issued by money market funds;

(d) shares issued by open-end investment companies (i.e., mutual funds) registered under the 1940 Act other than Reportable Funds; and

(e) units issued by a unit investment trust if the unit investment trust invests exclusively in open-end investment companies other than Reportable Funds.

1.9 Federal Securities Laws. As used in this Code, "Federal Securities Laws" shall mean the Securities Act of 1933 (the "1933 Act"), the 1934 Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the "SEC") under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or Department of Treasury.

1.10 Fund. As used in this Code, "Fund" shall mean any existing or future series of a Trust. Such Funds are collectively referred to as the "Funds."

1.11 Initial Public Offering. As used in this Code, "Initial Public Offering" shall mean an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

1.12 Investment Person. As used in this Code, "Investment Person" shall mean (i) any employee of JHIMS (or of any company in a Control relationship to JHIMS) 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 a Fund or (ii) any natural person who controls JHIMS and who obtains information concerning recommendations made to a Fund regarding the purchase or sale of securities by such Fund.

A "Portfolio Manager" as defined below is an Investment Person.

1.13 Limited Offering. As used in this Code, "Limited Offering" shall mean an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or Rules 504, 505 or 506 thereunder.


(1) High quality, short-term debt instruments means any such 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.

3

1.14 Manager. As used in this Code, "Manager" shall mean a Manager of JHIMS or such officer of JHIMS as may perform the functions of a principal executive officer.

1.15 Portfolio Manager. As used in this Code, "Portfolio Manager" shall mean the person or persons primarily responsible for the day-to-day management of a Fund.

1.16 Purchase or Sale of a Covered Security. As used in this Code, "Purchase or Sale of a Covered Security" includes, inter alia, the writing of an option to purchase or sell a Covered Security.

1.17 Reportable Fund. As used in this Code, a "Reportable Fund" means: (a) any investment company registered under the 1940 Act for which JHIMS serves as an investment adviser as defined in Section 2(a)(20) of the 1940 Act; or (b) any investment company registered under the 1940 Act whose investment adviser or principal underwriter controls, is controlled by or is under common control with JHIMS.

1.18 Supervised Person. As used in this Code, a "Supervised Person" means any partner, officer, director, manager, general partner (or other person occupying a similar status or performing similar functions), or employee of JHIMS, or other person who provides investment advice on behalf of JHIMS and who is subject to the supervision and control of JHIMS.

1.19 Trust. As used in this Code, "Trust" shall mean each of John Hancock Trust, John Hancock Funds II and John Hancock Funds III, each a Massachusetts business trust registered as an open-end diversified investment company under the 1940 Act, and such Trusts shall be collectively referred to as the "Trusts."

2. PURPOSE OF THE CODE

2.1 This Code establishes standards of business conduct for JHIMS and its Supervised Persons and is designed to further the purposes of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. In general, JHIMS and its Supervised Persons are required to (1) always place the interests of the Funds first; (2) ensure that all personal securities transactions are conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of a position of trust and responsibility; (3) not take inappropriate advantage of their positions; and (4) comply with all applicable Federal Securities Laws.

2.2 The Code is designed to prevent certain practices by JHIMS and certain Supervised Persons in connection with the purchase or sale, directly or indirectly, by such persons of securities held or to be acquired by a Fund. These include:

(a) employing any device, scheme or artifice to defraud a Fund;

4

(b) making any untrue statement of a material fact to a Fund or omitting to state a material fact necessary in order to make the statements made to a Fund, in light of the circumstances under which they are made, not misleading;

(c) engaging in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund;

(d) engaging in any manipulative practice with respect to a Fund; or

(e) misusing material, non-public information obtained by such person in his or her capacity at JHIMS.

The Code is also designed to require JHIMS to monitor transactions by Access Persons in shares of Reportable Funds, including the Funds, in which they may have a direct or indirect Beneficial Ownership interest.

3. PROHIBITED PURCHASES AND SALES

3.1 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 is currently under Active Consideration for purchase or sale by a Fund; provided that for purposes of this section a Covered Security shall be deemed to be under Active Consideration until five business days shall have elapsed from the date a Fund ceased activity in the Purchase or Sale of such Covered Security.

3.2 No Portfolio Manager 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 on the same day as or within seven calendar days before and after the Fund that he or she manages trades in that Covered Security.

3.3 No Investment Person shall acquire, directly or indirectly, any Beneficial Ownership in any securities in an Initial Public Offering. Access Persons may acquire Beneficial Ownership in securities in an Initial Public Offering, subject to Section 7 of this Code.

3.4 No Access Person shall acquire, directly or indirectly, Beneficial Ownership of any securities in a Limited Offering without the prior approval of the Chief Compliance Officer. This approval shall take into account whether the investment opportunity should be reserved for a Fund, whether the opportunity is being offered to an individual by virtue of his or her position with a Fund and any other relevant factors. If an Access Person is permitted to and has purchased a security in a Limited Offering, then: (a) such Access Person must disclose his or her ownership of the security if he or she has a material role in any subsequent consideration by a Fund to purchase the security; and (b) any

5

decision by a Fund to purchase the security will be reviewed by at least two other Access Persons with no personal interest in the security.

3.5 The prohibitions in this Section 3 shall be interpreted to include the purchase or sale by any Access Person of any convertible security, option or warrant of any issuer whose underlying securities are under Active Consideration by a Fund.

3.6 No Investment Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Covered Securities of which such Investment Person has Beneficial Ownership within 60 calendar days.

3.7 Any profits realized on transactions prohibited by this Section 3 shall be paid to the affected Fund or to a charitable organization designated by the Chief Compliance Officer and the Manager.

4. EXEMPT TRANSACTIONS

Except for the prohibitions in Sections 3.3 and 3.4, the prohibitions in
Section 3 of this Code shall not apply to the following transactions:

(a) purchases or sales effected in any account over which an 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 any of the Funds;

(c) 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;

(d) purchases or sales which are non-volitional on the part of either the Access Person or the applicable Fund;

(e) purchases or sales which are part of an Automatic Investment Plan;

(f) purchases or sales approved by the Chief Compliance Officer (or by another person designated by the Chief Compliance Officer and having no interest in the transaction ) upon a showing of good cause. Good cause will be deemed to exist when unexpected hardship occasions the need for additional funds. A change in investment objectives will not be deemed "good cause;" and

(g) purchases or sales approved by the Chief Compliance Officer (or by another person designated by the Chief Compliance Officer and having no interest in the transaction) when the purchases and sales have only a remote potential of harming a Fund because (1) such transactions are in a highly institutionalized market and would have little effect on such market; or (2) such transactions

6

clearly are not related economically to the securities to be purchased, sold or held by a Fund.

5. PROHIBITED BUSINESS CONDUCT

5.1 No Supervised Person shall, either directly or indirectly:

(a) engage in any business transaction or arrangement for personal profit based on confidential information gained by way of employment with JHIMS or on nonpublic information regarding security transactions by a Fund, whether current or prospective, or the portfolio holdings of a Reportable Fund, including a Fund.

(b) communicate non-public information regarding security transactions of a Fund, whether current or prospective, or the portfolio holdings of a Reportable Fund including a Fund, to anyone unless necessary as part of the regular course of the business of the applicable Fund or JHIMS. Non-public information regarding particular securities, including reports and recommendations of JHIMS or any subadviser to a Fund, must not be given to anyone who is not an officer or director of the applicable Trust or JHIMS without prior approval of the Chief Compliance Officer. Supervised Persons shall comply with each Fund's policy entitled "Procedures Regarding Disclosure of Portfolio Holdings" as such procedures may be amended from time to time.

(c) accept a gift, favor, or service of more than de minimis value from any person or company which, to the actual knowledge of such Supervised Person, does business or might do business with a Fund, JHIMS, any subadviser to a Fund, or John Hancock Life Insurance Company (U.S.A.) or its affiliates;

(d) buy or sell any security or any other property from or to a Fund, other than ordinary purchases and redemptions of shares of a Fund; this Section 5.1(d) shall not be construed to prohibit a Supervised Person from being an owner of a variable annuity contract or variable life insurance policy which is funded by John Hancock Trust;

(e) violate any Federal Securities Laws applicable to JHIMS or a Fund.

5.2 No Investment Person shall serve on the board of directors of any publicly traded company without prior authorization from the Chief Compliance Officer based upon a determination that such board service would be consistent with the interests of the Funds and their shareholders. Any Investment Person so authorized to serve as a director will be isolated from other persons having responsibility for making investment decisions for a Fund with respect to any securities of such publicly traded company through a "Chinese Wall" or other procedures.

7

6. REPORTING OF SECURITIES HOLDINGS AND TRANSACTIONS

6.1 Initial and Annual Reporting. Every Access Person shall provide to the Chief Compliance Officer within 10 days after becoming an Access Person and annually thereafter (on a date chosen by the Chief Compliance Officer) a report listing:

(a) all Covered Securities in which he or she has any direct or indirect Beneficial Ownership. The information in the initial report regarding Covered Securities must be current as of a date no more than 45 days before the date on which the person becomes an Access Person. The information in the annual report regarding Covered Securities must be current as of a date no more than 45 days before the report is submitted.

(b) Covered Securities include all variable annuity contracts or variable insurance policies which are funded by insurance company separate accounts organized as unit investment trusts that use one or more Reportable Funds as underlying investments and which provide the Access Person with any direct or indirect Beneficial Ownership of shares of John Hancock Trust ("Insurance Contracts").

6.2 Contents of Initial and Annual Reports. The reports required by Section 6.1 shall include:

(a) With respect to information required by Section 6.1(a), (i) the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership (and with respect to initial reports, when the person became an Access Person); (ii) the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person (and with respect to initial reports, when the person became an Access Person); and (iii) the date that the report is submitted by the Access Person.

(b) With respect to information required by Section 6.1(b), the name of the insurance company issuing, and the contract number of, each Insurance Contract and the date that the report is submitted by the Access Person.

6.3 Quarterly Reporting. Within 30 days after the end of a calendar quarter, an Access Person shall report to the Chief Compliance Officer any transaction during the quarter in a Covered Security in which he or she had, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership.

8

6.4 Contents of Quarterly Reports. Any quarterly transaction reports required by Section 6.3 shall state:

(a) the title (and, as applicable, the exchange ticker symbol or CUSIP number) and number of shares, the interest rate and maturity date (if applicable) and the principal amount of the Covered Security involved;

(b) the date and nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c) the price of the security at which the transaction was effected;

(d) the name of the broker, dealer or bank with or through which the transaction was effected; and

(e) the date that the report is submitted by the Access Person.

6.5 Other Reporting. Within 30 days after the end of a calendar quarter, an Access Person shall report to the Chief Compliance Officer:

(a) With respect to any account established by the Access Person in which securities were held during the quarter for the direct or indirect benefit of the Access Person, any such quarterly report shall include (i) the name of the broker, dealer or bank with which the Access Person established the account;
(ii) the date the account was established; and (iii) the date the report is submitted by the Access Person.

(b) With respect to any Insurance Contract issued during the quarter, any such quarterly report shall include the name of the insurance company issuing, and the contract number of, the Insurance Contract and the date the report is submitted.

6.6 Exceptions from Reporting Requirements. An Access Person need not make:

(a) any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or Control;

(b) a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan;

(c) a quarterly transaction report or other quarterly report if the report would duplicate information contained in broker trade confirmations or account statements that JHIMS holds in its records so long as JHIMS receives such broker trade confirmations or account statements no later than thirty calendar days after the applicable calendar quarter; and

9

(d) any quarterly transaction report with respect to transactions involving: (i) shares of John Hancock Trust that are owned beneficially through insurance contracts funded by insurance company separate accounts that use one or more series of John Hancock Trust as underlying investments, (ii) units of the insurance contracts described in subsection (i) of this paragraph, or (iii) shares of Reportable Funds that are owned beneficially through the 401(k) plan for employees of John Hancock Life Insurance Company (U.S.A), only to the extent that the information required by Section 6.4 relating to any transactions identified in subsections (i), (ii), or (iii) of this paragraph would duplicate account statements that JHIMS holds in its records no later than thirty calendar days after the applicable calendar quarter.

6.7 Disclaimer of Beneficial Ownership. Any report required by this Section 6 may also contain a statement declaring that the reporting of any transaction shall not be construed as an admission by the Access Person making the report that he or she has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.

6.8 Provision of Code of Ethics to each Access Person. JHIMS shall provide each Supervised Person with a copy of this Code and all amendments thereto. Each Supervised Person shall provide the Chief Compliance Officer with a written acknowledgement of his or her receipt of this Code and any amendments.

6.9 Access Person Certifications. Each Access Person shall certify: (a) within 10 days of becoming an Access Person, that he or she has read and understood this Code and the "Policy Statement and Procedures on Insider Trading" of JHIMS, as amended from time to time (the "Policy Statement"), and recognizes that he or she is subject to this Code and the Policy Statement; and
(b) annually, that he or she has read and understood this Code and the Policy Statement and recognizes that he or she is subject to this Code and the Policy Statement, that he or she has complied with all the requirements of this Code and the Policy Statement, and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of this Code.

6.10 Review of Reports and Certifications. The Chief Compliance Officer shall review the reports and certifications submitted by Access Persons pursuant to this Code, as well as any account statements that JHIMS holds in its records (as described in Section 6.6), for any violations of this Code.

6.11 Annual Reports to the Board of Trustees of the Trusts. At least annually, the Chief Compliance Officer shall report to the Manager and to the Board of Trustees of each Trust regarding:

(a) all existing procedures concerning personal trading activities and any procedural changes made during the past year;

10

(b) any recommended changes to this Code or such procedures; and

(c) any issues arising under this Code since the last report to the Manager and the Board of Trustees of the applicable Trust, including, but not limited to, information about any material violations of this Code and any sanctions imposed in response to any material violations.

The Chief Compliance Officer shall also certify to the Board of Trustees of each Trust at least annually that JHIMS has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

11

7. PRECLEARANCE OF IPOS BY ACCESS PERSONS

Except for Investment Persons, an Access Person must obtain the prior written approval of the Chief Compliance Officer prior to directly or indirectly acquiring Beneficial Ownership in any security in an Initial Public Offering. Investment Persons are subject to Section 3.3 of this Code.

8. REPORTING OF VIOLATIONS AND SANCTIONS

8.1 Every Supervised Person aware of any violation of this Code shall promptly report the violation to the Chief Compliance Officer.

8.2 Upon learning of a violation of this Code, JHIMS may impose such sanctions as it deems appropriate under the circumstances, including, but not limited to, letters of reprimand, suspension or termination of employment, disgorgement of profits and notification to regulatory authorities in the case of Code violations which also constitute fraudulent conduct. All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the Board of Trustees of the applicable Trust.

9. ENFORCEMENT OF THIS CODE

The Chief Compliance Officer shall have primary responsibility for enforcing this Code.

12

AIM FUNDS
A I M MANAGEMENT GROUP INC.
CODE OF ETHICS

(Originally adopted May 1, 1981)

(Amended effective February 16, 2006)

A I M Management Group Inc., A I M Advisors, Inc., A I M Capital Management, Inc., AIM Private Asset Management, Inc. ("APAM"), A I M Distributors, Inc., Fund Management Company and all of their wholly owned and indirect subsidiaries (together, "AIM") have a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of AIM's investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein are defined at the end of this document.

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

o Employees of AIM;

o Employees of any AIM affiliates that, in connection with their duties, obtain or are determined by the Advisory Compliance Group to have access to any information concerning recommendations being made by any AIM entity to any of its Clients ("access persons"); and

o AIM Funds Trustees.

All individuals covered by the Code are referred to as "Covered Persons."

I. Statement of Fiduciary Principles

The following fiduciary principles govern Covered Persons.

o the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and

o all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual's position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business.

This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.

1

Section 5 of this Code generally addresses sanctions for violations of this Code; certain sections of this Code specifically address sanctions that apply to violations of those sections.

II. Limits on Personal Investing

A. Personal Investing

1. Preclearance of Personal Security Transactions. All Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must pre-clear all personal security transactions involving Covered Securities with the Advisory Compliance Group using the automated request system. Covered Securities include all investments that can be made by an AIM entity for its Clients, including stocks, bonds, municipal bonds, short sales, and any derivative such as options. Covered Securities do not include shares of money market funds, government securities, certificates of deposit or shares of mutual funds not advised by AIM. If you are unclear about whether a proposed transaction is a Covered Security, contact the Advisory Compliance Group via email at CodeofEthicsHouston@aiminvestments.com or phone prior to executing the transaction.

>> Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only.

The automated review system will review personal trade requests from Covered Persons based on the following considerations:

o Black-out period. AIM does not permit Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) to trade in a Covered Security if a Client has executed a transaction in the same security within the last two days or if there is an order currently with the trading desk. For example, if a Client trades on a Monday, Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may not be cleared until Thursday.

o Investment Personnel. Investment Personnel may not buy or sell a Covered Security seven days before or after a Client trades in that security.

o Deminimus exceptions. The Advisory Compliance Group will apply the following deminimis exceptions in granting preclearance when a Client has recently traded or is trading in a security involved in a Covered Person's proposed personal transaction:

o Equity deminimis exception. If you do not have knowledge of trading activity in a particular equity security, you may execute up to 500 shares of such security in a rolling 30 day period provided the issuer of such security is included in the Russell 1000 Index. The deminimis exemption is not available to Covered Persons that are assigned to the Investments, Portfolio Administration, Fund Administration, and IT departments.

2

o Fixed income deminimis exception. If you do not have knowledge of trading activity in a particular fixed income security you may execute up to $100,000 of par value of such security. The deminimis exemption is not available to Covered Persons that are assigned to the Investments, Portfolio Administration, Fund Administration, and IT departments.

The automated review system will confirm that there is no activity currently on the trading desk for the security involved in the proposed personal transaction and check the portfolio accounting system to verify that there have been no transactions for the requested security within the last two trading days. For IT and Portfolio Administration personnel, the Advisory Compliance Group will also check the trading activity of affiliates for which such personnel have access to information to verify that there have been no transactions for the requested security within the last two trading days. The Advisory Compliance Group will notify the Covered Person of the approval or denial of the proposed personal transaction. The approval of a personal securities transaction is only valid for that business day. If a Covered Person does not execute the proposed securities transaction on the date requested, the Covered Person must resubmit the request again the next day for approval.

Any failure to preclear transactions is a violation of the Code and will be subject to the following potential sanctions:

o A Letter of Education will be provided to any Covered Person whose failure to preclear is considered immaterial or inadvertent.

o Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or termination, depending on the nature and severity of the violations.

2. Prohibition on Short-Term Trading Profits. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) are prohibited from trading in a Covered Security within 60 days at a profit. If a Covered Person (other than AIM Funds Independent Trustees without knowledge of investment activity) trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of AIM's choice. AIM will issue a letter of education to the Covered Person for transactions within the 60 day period that do not generate a profit.

3. Initial Public Offerings. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Advisory Compliance Group and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer.

4. Brokerage Accounts. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may only maintain brokerage accounts with

3

o discount broker-dealers that provide electronic feeds of confirms and monthly statements directly to the Advisory Compliance Group,

o AIM Broker-dealers, or

o full service broker-dealers.

As a result, Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must move any existing brokerage accounts that do not comply with this provision as of the date of this amended Code to appropriate broker-dealers within six months of the date of this amended Code. Effective 6 months after the date of this amended Code, Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may not own shares of AIM Funds that are held at a non-AIM Broker-dealer unless legally required. All Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must arrange for their broker-dealers to forward to the Advisory Compliance Group on a timely basis, duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, preferably in an electronic format.

5. Reporting Requirements.

a. Initial Holdings Report. All Covered Persons (other than AIM Funds Independent Trustees) must provide to the Advisory Compliance Group an initial holdings report no later than 10 days after the person becomes a Covered Person (the information must be current within 45 days of the date the person becomes a Covered Person). The initial holdings report shall include the following information:

o The title, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership;

o The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and

o The date that the report is submitted by the person.

Independent Trustees of the AIM Funds do not need to make an initial holdings report.

b. Quarterly Transaction Reports. All Covered Persons (other than AIM Funds Independent Trustees) must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect beneficial interest: This includes any Covered Securities held in a 401(k) or other retirement vehicle.

4

o The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

o The nature of the transaction (buy, sell, etc.);

o The price of the Covered Security at which the transaction was executed;

o The name of the broker-dealer or bank executing the transaction; and

o The date that the report is submitted to the Advisory Compliance Group.

All Covered Persons (other than AIM Funds Independent Trustees) must submit a quarterly report regardless of whether they have executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan in the quarterly transaction report.

Additionally, Covered Persons (other than AIM Funds Independent Trustees) must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle) including:

o The date the account was established;

o The name of the broker-dealer or bank; and

o The date that the report is submitted to the Advisory Compliance Group.

An Independent Trustee of an AIM Fund must report a transaction in a Covered Security in a quarterly transaction report if the trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his/her duties as a trustee of the AIM Fund, should have known that, during the 15-day period immediately before or after the date of the transaction by the trustee, the Covered Security was purchased or sold by the AIM Fund or was being considered by the AIM Fund or AIM for purchase or sale by the AIM Fund or another Client.

The Advisory Compliance Group may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.

c. Annual Holdings Reports. All Covered Persons (other than AIM Funds Independent Trustees) must report annually the following information, which

5

must be current within 45 days of the date the report is submitted to the Advisory Compliance Group:

o The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership;

o The name of the broker-dealer or bank with or through which the transaction was effected; and

o The date that the report is submitted by the Covered Person to the Advisory Compliance Group.

Managed Accounts. Covered Persons must make an annual report with respect to transactions held in an account over which the Covered Person has granted exclusive discretion to an external money manager. Covered Persons must receive approval from the Advisory Compliance Group to establish and maintain such an account. Covered Persons are not required to pre-clear transactions or submit quarterly reports for such managed accounts; however, Covered Persons with these types of accounts must provide an annual certification that they do not currently and have not in the past exercised direct or indirect Control over the managed accounts.

Annual Certification. All Covered Persons (other than AIM Funds Independent Trustees) must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The AIM Funds Trustees, including the Independent Trustees, will review and approve the Code annually.

6. Private Securities Transactions. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may not engage in a Private Securities Transaction without first giving the Advisory Compliance Group a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Advisory Compliance Group. Investment Personnel who have been authorized to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Advisory Compliance Group and the Chief Investment Officer of AIM when they are involved in a Client's subsequent consideration of an investment in the same issuer. The Client's decision to purchase such securities must be independently reviewed by Investment Personnel with no personal interest in that issuer.

7. Excessive Short Term Trading in Funds. Employees are prohibited from excessive short term trading of any mutual fund advised by AIM and are subject to various limitations on the number of transactions as indicated in the respective prospectus.

6

B. Limitations on Other Personal Activities

1. Board of Directorships. Investment Personnel will not serve on the boards of directors of either a publicly traded company or any other entity without prior written permission from AIM's Advisory Compliance Group. If the directorship is authorized, the individual will be isolated from others making investment decisions concerning the particular company or entity as appropriate.

2. Gift Policy. AIM Employees may not give or accept gifts or invitations of entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. Under no circumstances may any Employees give or accept cash or any possible cash equivalent from a broker or vendor.

o Invitations. AIM Employees must report entertainment with the Advisory Compliance Group on a monthly basis. The requirement to report monthly entertainment includes dinners or any other event with the broker or vendor in attendance.

Examples of invitations that may be excessive in value include Super Bowl tickets, tickets to All-Star games, hunting trips, or ski trips. An occasional ticket to a sporting event, golf outing or concert when accompanied by the broker or vendor may not be excessive. In all cases, entertainment must be reported to the Advisory Compliance Group.

Additionally, AIM Employees may not reimburse brokers or vendors for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Advisory Compliance Group.

o Gifts. AIM Employees are not required to pre-clear gifts. All gifts given or received must be reported to the Advisory Compliance Group on a monthly basis. AIM Employees are prohibited from accepting the following:

o single gifts valued in excess of $100; and

o gifts from one person or firm valued in excess of $100 during a calendar year period.

AIM Employees must report all entertainment (breakfast and lunches in the office need not be reported), including dinners with the broker/vendor in attendance, and gifts to the Advisory Compliance Group on a monthly basis.

III. Reporting of Potential Compliance Issues

AIM has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with anyone in the Legal and Compliance Department. Human Resources matters should be directed to the Human

7

Resources Department, an additional anonymous vehicle for reporting such concerns.

In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, AIM has hired an Ombudsman to serve as a resource to Employees. Employees may convey concerns about business matters they believe implicate matters of ethics or questionable practices to the Ombudsman at 1-888-388-2095. Employees are encouraged to report these questionable practices so that AIM, the Ombudsman or the Compliance Department has an opportunity to address and resolve these issues before they become a more significant regulatory issue.

AMVESCAP PLC and the AIM Funds Boards of Trustees have set up a 1-800 number for Employees to raise any concerns on an anonymous basis. This 1-800 number, 1-866-297-3627, appears on AIM's website. An outside vendor transcribes the calls received on the 1-800 number and forwards the transcripts to the chairman of the Audit Committee of the AIM Funds Boards of Trustees, AIM's General Counsel, the Director of AIM's Fund Administration Group, and to AMVESCAP PLC.

IV. Administration of the Code of Ethics

AIM will use reasonable due diligence and institute procedures reasonably necessary to prevent violations of this Code.

No less frequently than annually, AIM will furnish to the Boards of Trustees of the AIM Funds, or such committee as it may designate, a written report that:

o describes significant issues arising under the Code since the last report to the Boards of Trustees, including information about material violations of the Code and sanctions imposed in response to material violations; and

o certifies that the AIM Funds have adopted procedures reasonably designed to prevent Covered Persons from violating the Code.

V. Sanctions

Upon discovering a material violation of the Code, the Advisory Compliance Group will notify AIM's Chief Compliance Officer (CCO). The CCO will notify the Internal Compliance Controls Committee of any material violations at the next regularly scheduled meeting.

The Advisory Compliance Group will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.

AIM may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits, a letter of censure or suspension, or termination of employment.

VI. Exceptions to the Code

8

AIM's Chief Compliance Officer (or designee), together with either one of AIM's General Counsel, Chief Investment Officer, Chief Executive Officer or Chairman, may grant an exception to any provision in this Code and will report all such exceptions at the next Internal Controls Committee meeting.

VII. Definitions

o AIM Broker-dealer means either A I M Distributors, Inc. or Fund Management Company;

o Automatic Investment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans;

o Beneficial Ownership has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ("the '34 Act"). To have a beneficial interest, Covered Persons must have a "direct or indirect pecuniary interest," which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements;

o Client means any account for which AIM is either the adviser or sub-adviser;

o Control has the same meaning as under Section 2(a)(9) of the Investment Company Act, as amended (the "Investment Company Act");

o Covered Person means any full or part time Employee of AIM or the AIM Funds,; any full or part time Employee of any AIM affiliates that, in connection with his or her duties, obtains or has access to any information concerning recommendations being made by any AIM entity to any of its Clients ("access persons"); and any interested trustee or director of the AIM Funds;

o Covered Security has the same meaning as Section 2 (a)(36) of the Investment Company Act and includes any AIM Fund or other Client that is advised or sub-advised by AIM. An exchange traded funds (ETF) is considered a Covered Security. A Covered Security does not include the following:

o Direct obligations of the Government of the United States or its agencies;

o Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

o Any open-end mutual fund not advised or sub-advised by AIM; and

o AMVESCAP PLC stock because it is subject to the provisions of AMVESCAP PLC's Code of Conduct.

9

o Employee means any full or part time Employee of AIM or the AIM Funds, including any consultant or contractor who AIM's Compliance Department determines to have access to information regarding AIM's trading activity;

o Investment Personnel means any Employee who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Client; and

o IT Personnel means any Employee that is designated to work in the Information Technology Department; and

o Fund Account Personnel means any Employee that is designated to work in either of the Fund Administration or Portfolio Administration Groups;

o Independent Trustee means a trustee of a fund who is not an "interested person" of the fund within the meaning of Section 2(a)(19) of the Investment Company Act;

o Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the '34 Act;

o Private Securities Transaction means any securities transaction outside the regular course, or scope, of an associated person's employment with a member, including, though not limited to, new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the NASD's Conduct Rules, transactions among immediate family members (as defined in the interpretation of the Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities shall be excluded.

10

logo
AMERICAN CENTURY INVESTMENTS
Working with Integrity...

Code of Ethics

Defined terms are in bold italics. Frequently used terms are defined in Appendix 1.

I. Purpose of Code. The Code of Ethics was developed to guide the personal investment activities of American Century employees, officers and directors, including members of their immediate family. In doing so, it is intended to aid in the elimination and detection of personal securities transactions by American Century personnel that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Primary among such transactions are the misuse for personal benefit of client trading information (so-called "front-running"), the misappropriation of investment opportunities that may be appropriate for investment by client portfolios, and excessive personal trading that may affect our ability to provide services to our clients.

The Directors of American Century's registered investment companies (our "Fund Clients"(1)) who are not "interested persons" (the "Independent Directors") are covered under a separate Code applicable only to them.

Violations of this Code must be promptly reported to the Chief Compliance Officer.

II. Why Do We Have a Code of Ethics?
A. Investors have placed their trust in American Century.

As an investment adviser, American Century is entrusted with the assets of our clients for investment purposes. American Century's fiduciary responsibility to place the interests of our clients before our own and to avoid even the appearance of a conflict of interest extends to all American Century employees. Persons subject to this Code must adhere to this general principle as well as comply with the Code's specific provisions. This is how we earn and keep our clients' trust. To protect this trust, we will hold ourselves to the highest ethical standards.

B. American Century wants to give you flexible investing options.

Management believes that American Century's own mutual funds and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage American Century employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.
(1) See Schedule A for a listing of all of our Fund Clients.

American Century employees are able to undertake personal transactions in stocks and other individual securities subject to the terms of this Code of Ethics. This Code of Ethics requires preclearance of all such transactions by Access, Investment, and Portfolio Persons, places further limitations on personal investments by Investment and Portfolio Persons, and requires transaction reporting by all employees.

C. Federal law requires that we have a Code of Ethics.

The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics.(2)

III. Does the Code of Ethics Apply to You? Yes! All American Century employees and contract personnel must observe the principles contained in the Code of Ethics. However, there are different requirements for different categories of employees. The category in which you have been placed generally depends on your job function, although unique circumstances may prompt us to place you in a different category. The range of categories is as follows:


Fewest Restrictions------------------------------------------>Most Restrictions
Non-Access Person Access Person Investment Person Portfolio Person

The standard profile for each of the categories is described below:

A. Portfolio Persons.

Portfolio Persons include portfolio managers (equity or fixed income) and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of the funds.

B. Investment Persons.

Investment Persons include

o Any supervised persons that have access to nonpublic information regarding any client portfolio's securities trading, securities recommendations, or portfolio holdings or is involved in making securities recommendations that are nonpublic; and

o Any officers and directors of an investment adviser.

Such persons include but are not limited to investment analysts, equity traders, research and financial analyst personnel.


(2) Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in American Century's Code of Ethics

Page 2

C. Access Persons.

Access Persons are persons who, in connection with their regular function and duties, consistently obtain information regarding current recommendations with respect to the purchase or sale of securities or real-time trading information concerning client portfolios. Examples include:

o Persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment accounting personnel);

o Persons whose function requires them to evaluate trading activity on a real time basis (e.g. attorneys, accountants, portfolio compliance personnel);

o Persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel);

o Support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties; and

o An officer or "interested" director of our Fund Clients.

Single, infrequent, or inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access is not sufficient to qualify you as an Access Person.

D. Non-Access Persons.

If you are an officer, director, employee or contractor of American Century and you do not fit into any of the above categories, you are a Non-Access Person. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the remaining provisions of the Code and are required to report to American Century certain information regarding your brokerage accounts and accounts invested in reportable mutual funds.(3)

IV. Restrictions on Personal Investing Activities.
A. Principles of Personal Investing.

In keeping with applicable law and our high ethical standards, management of client portfolios should never be subordinated to personal gain or advantage. American Century employees, officers and directors may not misuse nonpublic information about client security holdings or portfolio transactions made or contemplated for a client for personal benefit or to cause others to benefit. Likewise, you may not cause a client portfolio to take action, or fail to take action, for personal benefit rather than the benefit of the client.

In addition, investment opportunities appropriate for the funds should not be retained for personal benefit. Investment opportunities arising as a result of American Century investment management activities must


(3) See Reporting Requirements for details on required reporting.

Page 3

first be considered for inclusion in our client portfolios.

In undertaking their personal securities transactions, all American Century employees, officers, and directors must comply with the federal securities laws and other governmental rules and regulations.

B. Preclearance of Personal Securities Transactions.


[Access, Investment, and Portfolio Persons]

Preclearance of personal securities transactions allows American Century to prevent certain trades that may conflict with client trading activities. The nature of securities markets makes it impossible for us to perfectly predict those conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those effected for clients. You are responsible for avoiding such conflicts with any client portfolios for which you make investment recommendations. You have an obligation to American Century and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.

All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or sale of a security for your own account or (ii) the purchase or sale of a security for an account for which you are a beneficial owner(3):

1. Is the security a "Code-Exempt Security"?

Check Appendix 3 to see if the security is listed as a code-exempt security. If it is, then you may execute the transaction. Otherwise, proceed to the next step.

2. Preclear the transaction with the Legal Department's Compliance Group.(4)

There are two ways to do this:

a. Use the "PTRA" routine in the CICS system and enter your request at the Personal Trade System screen.

b. If you do not have access to "PTRA," e-mail your request to "LG-Personal Security Trades" (or "LG-Personal_Security_Trades@americancentury.com," if sending from outside American Century's Lotus Notes system),and provide the following information:

o Issuer name;

o Ticker symbol or CUSIP number;

o Type of security (stock, bond, note, etc.);

o Number of shares;
(3) See Appendix 2 for an explanation of beneficial ownership.

(4) If you are the Chief Investment Officer of an investment adviser, you must receive your preclearance from the General Counsel or his or her designee.

Page 4

o Maximum expected dollar amount of proposed transaction; and

o Nature of transaction (purchase or sale).

3. Use the "PTRB" routine in the CICS system to view the status of your trade requests.

4. If you receive preclearance for the transaction,(5) you have five
(5) business days to execute your transaction. If you do not execute your transaction within five (5) business days, you must repeat the preclearance procedure prior to undertaking the transaction.

American Century reserves the right to restrict the purchase and sale by Portfolio, Investment, and Access Persons of any security at any time. Such restrictions are imposed through the use of a Restricted List that will cause the Code of Ethics system to deny the approval of preclearance to transact in the security. Securities may be restricted for a variety of reasons including, without limitation, the possession of material nonpublic information by American Century or its employees.

C. Additional Trading Restrictions
[Investment and Portfolio Persons]

The following additional trading restrictions apply if you are an Investment or Portfolio Person:

1. Initial Public Offerings.

You may not acquire securities issued in an initial public offering.

2. Private Placements.

Before you acquire any securities in a private placement, you must obtain approval from the Chief Investment Officer. Request for preclearance can be submitted by entering your request in PTRA and accessing the Private Placement screen (PF9 after your initials are entered) or by sending your request to "LG-Personal Security Trades." You may not participate in any consideration of an investment in securities of the private placement issuer for any client portfolios while your preclearance is pending or during any period that you own, or are a beneficial owner of, the privately-placed security.

3. Short-Term Trading Profits.

You may not profit from any purchase and sale, or sale and purchase, of the same (or equivalent)securities other than code-exempt securities within sixty (60) calendar days.


(5) See Appendix 4 for a description of the preclearance process.

Page 5

D. Seven-Day Blackout Period
[Portfolio Persons]

If you are a Portfolio Person, you may also not purchase or sell a security other than a code exempt security within seven (7) calendar days before and after it has been traded as a part of a client portfolio that you manage.

E. Trading on Inside Information
[All Employees]

As you are aware, federal law prohibits you from trading based on material nonpublic information received from any source or communicating this information to others. This includes any confidential information that may be obtained by American Century employees regarding the advisability of purchasing or selling specific securities on behalf of clients. You are expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult American Century's Insider Trading Policy.

F. Trading in American Century Mutual Funds
[All Employees]

Excessive, short-term trading of American Century client portfolios and other abusive trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.

You may not engage in short-term trading or other abusive trading strategies with respect to any American Century client portfolio. For purposes of this Code, American Century client portfolios include any mutual fund, variable annuity, institutional, or other account advised or subadvised by American Century.(6)

Five-Day Holding Period. You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise invested in a variable-priced (i.e., non-money market) American Century client portfolio (whether directly or through a brokerage, retirement plan, or other intermediary) and redeem shares or otherwise withdraw assets from that portfolio within five (5) business days. In other words, if you make an investment in an American Century fund, you may not redeem shares from that fund before the completion of the fifth (5th) business day following the purchase date.

Limited Trading Within 30 Days. We realize that abusive trading is not limited to a 5-day window. As a result, persons subject to this Code of Ethics are also limited to having not more than two (2) instances during any 12-month period of purchasing shares or otherwise investing in any variable-priced American Century client portfolio (whether directly or through a brokerage, retirement plan, or other intermediary) and redeeming shares or otherwise withdrawing assets


(6) See Schedule A for a list of Fund Clients. See Schedule B for a list of subadvised funds.

Page 6

from that portfolio within 30 calendar days. In other words, persons subject to this Code are limited during any 12-month period to not more than two (2) round trips (i.e., a purchase and sale) in all American Century funds within 30 calendar days.

One round trip within 30 calendar days will subject that trade to scrutiny to determine whether the trade was abusive. Two round trips will receive additional scrutiny. Three or more round trips will be considered a violation.

Transactions Subject to Limitations. These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a beneficial owner. Automatic investments such as AMIs, dividend reinvestments, employer plan contributions, and payroll deductions are not considered transactions for purposes of commencing the 5- and 30-day holding requirements. Check writing redemptions in a variable-priced fund will not be considered redemptions for purposes of these requirements.

Information to be Provided. To aid in the monitoring of these restrictions, you are required to provide certain information regarding mutual fund accounts beneficially owned by you. See the Reporting Requirements for your applicable Code of Ethics classification.

V. Reporting Requirements. You are required to file complete, accurate, and timely reports of all required information under this Code. All such information is subject to review for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of the Code of Ethics.

A. Reporting Requirements Applicable To All Employees

1. Code Acknowledgement

Upon employment, any amendment of the Code, and not less than annually thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Non-Access persons will receive an e-mail requesting such information. Access, Investment, and Portfolio Persons are required to provide this information and acknowledgement as a part of their Initial and Annual Holdings Reports and will receive an e-mail requesting such information upon any amendment of the Code.

2. Reporting of Mutual Fund Accounts

a. Direct Accounts/American Century Retirement Plans

No transaction reporting is necessary for mutual fund accounts held directly through American Century under your social security number or for American Century retirement plans. Trading in such accounts will be monitored based on information contained on our transfer agency system. Investment and Portfolio Persons must include holdings in these accounts on their Initial and Annual Holdings Reports.

Page 7

b. Beneficially Owned Direct Accounts

You must report the following information for mutual fund accounts in which you have a beneficial ownership interest held directly through American Century under a taxpayer identification or social security number other than your own (so-called "beneficially owned direct accounts"):

o Account number; and

o Name(s) of record owner(s) of the account.

Transaction reporting will not be required on such accounts as trading will be monitored based on information contained on our transfer agency system.

c. Certain Third-Party Accounts

Certain third-party accounts in which you have a beneficial ownership interest in reportable mutual funds must be reported. These "reportable third-party accounts" include any (i) accounts in which you own or beneficially own any subadvised fund (see Schedule B of this Code for a list of subadvised funds); and (ii) non-American Century retirement plan, unit investment trust, variable annuity, or similar accounts in which you own or beneficially own reportable mutual funds. The following information must be reported for such accounts:

o Name of the financial institution where held;

o Account number; and

o Name(s) of the record owner(s) of the account.

In addition, you must provide either account statements or confirmations of trading activity in such reportable third-party accounts to the Code of Ethics Manager within 30 calendar days of the end of each calendar quarter. Such statements or confirmations must include all trading activity in such accounts during the preceding calendar quarter.

3. Duplicate Confirmations

You are required to instruct your broker-dealer to send duplicate confirmations of all transactions in reportable brokerage accounts to:

Attention: Compliance
P.O. Box 410141
Kansas City, MO 64141-0141

"Reportable brokerage accounts" include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a beneficial owner.

B. Additional Reporting Requirements for Access, Investment, and Portfolio Persons

1. Initial Holdings Report

Page 8

Within ten (10) calendar days of becoming an Access, Investment, or Portfolio Person, you must submit an Initial Holdings Report. The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:

o A list of all securities, other than certain code-exempt securities(7), that you own or in which you have a beneficial ownership interest. This listing must include the name, number of shares, and principal amount of each covered security.

o Investment and Portfolio Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held directly through American Century, investments in any subadvised fund, holdings in a reportable brokerage account, and holdings in non-American Century retirement plans, unit investment trusts, variable annuity, or similar accounts.

2. Quarterly Transactions Report

Within thirty (30) calendar days of the end of each calendar quarter, all Portfolio, Investment and Access persons must submit a Quarterly Transactions Report. These persons will be reminded by electronic mail of the dates and requirements for filing the report. This reminder will contain a link to a database that will generate a report of the transactions for which we have received duplicate trade confirmations during the quarter. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.

a. The Quarterly Transactions Report must contain the following information about each personal securities transaction undertaken during the quarter other than those in certain code exempt securities:

o The date of the transaction, the security description and number of shares or the principal amount of each security involved;

o The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

o The transaction price; and

o The name of the bank, broker, or dealer through whom the transaction was executed.

In addition, information regarding your reportable brokerage and other accounts should be verified at this time.

b. Investment and Portfolio Persons are also required to report transactions in reportable mutual funds. The Quarterly Transactions Report for such persons must contain the following information about each transaction during the quarter:


(7) See Appendix 3 for a listing of code-exempt securities that must be reported.

Page 9

o The date of the transaction, the fund description and number of shares or units of each trade involved;

o The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

o The transaction price; and

o The name of the bank, broker, or dealer, retirement plan or unit investment trust through whom the transaction was executed.

c. Investment and Portfolio Persons do not need to include certain reportable mutual fund transactions on their Quarterly Transaction Report where the information relating to such transactions is maintained by American Century, has been concurrently provided, or such transactions are pursuant to an automatic investment plan. Transactions that do not need to be reported include:

o Reinvested dividends;

o Transactions in your American Century retirement plan accounts;

o Transactions in mutual fund accounts held directly through American Century under your social security number;

o Transactions in beneficially owned direct accounts if such account has been previously reported under this Code; and

o Transactions in reportable third-party accounts to the extent that account statements or confirmations containing such transactions have been received by the Code of Ethics Manager within 30 days of the end of the calendar quarter in which such transactions took place.

Transactions in reportable brokerage accounts must be included on the Quarterly Transaction Report.

3. Annual Holdings Report

Each year all Portfolio, Investment, and Access Persons must submit an Annual Holdings Report and verify their brokerage accounts and mutual fund account numbers reported under this Code. The Annual Holdings Report must be submitted within 45 calendar days after December 31st of each year and the information submitted must be current as of a date no more than 45 calendar days before the report is filed. These persons will be reminded by electronic mail of the dates and requirements for filing the report. The information submitted must be current as of a date not more than 45 calendar days before the report is filed and include the following:

o A list of all securities, other than certain code-exempt securities(8), that you own or in which you have a beneficial ownership interest. This listing must include the name, number


(8) See Appendix 3 for a listing of code-exempt securities that must be reported.

Page 10

of shares, and principal amount of each covered security; and

o Investment and Portfolio Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held directly through American Century, investments in any subadvised fund, holdings in a reportable brokerage account, and holdings in non-American Century retirement plans, unit investment trusts, variable annuity, or similar accounts.

VI. Can there be any exceptions to the restrictions? Yes. The General Counsel or his or her designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis.

A. How to Request an Exemption

E-mail a written request to "LG-Personal Security Trades" (or "LG-Personal_Security_Trades@americancentury.com" if sending from outside American Century's Lotus Notes system) detailing your situation.

B. Factors Considered

In considering your request, the General Counsel or his or her designee will grant your exemption request if he or she is satisfied that:

o Your request addresses an undue personal hardship imposed on you by the Code of Ethics;

o Your situation is not contemplated by the Code of Ethics; and

o Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics.

C. Exemption Reporting

All exemptions must be reported to the Boards of Directors of our Fund Clients at the next regular meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be effected without reporting. The Boards of Directors may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors.

D. Thirty-Day Denial Exemption On Sales

An exemption may be requested when a request to sell a security has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a request to sell a security in PTRA at least four times throughout the 30-day period. A written request must be e-mailed to "LG-Personal Security Trades" to request the exemption. The General Counsel or his or her designee will review the request and determine if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.

Page 11

E. Non-volitional Transaction Exemption

Certain non-volitional purchase and sale transactions shall be exempt from the preclearance requirements of the Code. These transactions shall include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), dividend reinvestment plans, and employer sponsored payroll deduction plans. These purchase and sale transactions, however, shall not be exempt from the Quarterly Transaction Report and Annual Holdings Report provisions of the Code.

F. Blind Trust Exemption

An exemption from the preclearance and reporting requirements of the Code may be requested for securities that are held in a blind or quasi-blind trust arrangement. For the exemption to be available, you or a member of your immediate family must not have authority to advise or direct securities transactions of the trust. The request will only be granted once the covered person and the trust's investment adviser certify that the covered person or members of their immediate family will not advise or direct transactions. American Century must receive statements at least quarterly for transactions within the trust.

VII. Confidential Information. All information about Clients' securities transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated securities transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any security. This does not apply to information which has already been publicly disclosed.

VIII.Conflicts of Interest. You must receive prior written approval from the General Counsel or his or her designee, as appropriate, to do any of the following:

o Negotiate or enter into any agreement on a Client's behalf with any business concern doing or seeking to do business with the Client if you, or a person related to you, has a substantial interest in the business concern;

o Enter into an agreement, negotiate or otherwise do business on the Client's behalf with a personal friend or a person related to you; or

o Serve on the board of directors of, or act as consultant to, any publicly traded corporation.

Page 12

IX. What happens if you violate the rules in the Code of Ethics? If you violate the rules of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by the Code of Ethics Manager and submitted to the Code of Ethics Review Committee. The Committee consists of representatives of each investment adviser and the Compliance and Legal Departments of American Century. The Committee is responsible for determining the materiality of a Code violation and appropriate sanctions.

A. Materiality of Violation

In determining the materiality of a violation, the Committee considers:

o Evidence of violation of law;

o Indicia of fraud, neglect, or indifference to Code provisions;

o Frequency of violations;

o Monetary value of the violation in question; and

o Level of influence of the violator.

B. Penalty Factors

In assessing the appropriate penalties, the Committee will consider the foregoing in addition to any other factors they deem applicable, such as:

o Extent of harm to client interests;

o Extent of unjust enrichment;

o Tenure and prior record of the violator;

o The degree to which there is a personal benefit from unique knowledge obtained through employment with American Century;

o The level of accurate, honest and timely cooperation from the covered person; and

o Any mitigating circumstances that may exist.

C. The penalties which may be imposed include:

1. First non-material violation

a. Warning (notice sent to manager); and

b. Attendance at Code of Ethics training session.

2. Second non-material violation within 12 months

a. Notice sent to manager; and

b. Suspension of trading privileges for up to 90 days.

3. Penalties for material or more frequent non-material violations will be determined based on the circumstances. These penalties could include, but are not limited to

a. Suspension of trading privileges;

b. Fine; and/or

Page 13

c. Suspension or termination of employment.

In addition, you may be required to surrender to American Century any profit realized from any transaction(s) in violation of this Code of Ethics.

X. American Century's Quarterly Report to Fund Directors. American Century will prepare a quarterly report to the Board of Directors of each Fund Client of any material violation of this Code of Ethics.

Page 14

APPENDIX 1: DEFINITIONS

1. "Automatic Investment Plan"

"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.

2. "Beneficial Ownership" or "Beneficially Owned"

See "Appendix 2: What is Beneficial Ownership?".

3. "Code-Exempt Security"

A "code-exempt security" is a security in which you may invest without preclearing the transaction with American Century. The list of code-exempt securities appears in Appendix 3.

4. "Federal Securities Law"

Federal securities law means the Securities Act of 1933, the Securities Act of 1934, the Sarbannes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of Treasury

5. "Initial Public Offering"

"Initial public offering" means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market in the shares.

6. "Investment Adviser"

"Investment adviser" includes each investment adviser listed on Schedule A attached hereto.

7. "Member of Your Immediate Family"

A "member of your immediate family" means any of the following

o Your spouse or domestic partner;

o Your minor children; or

o A relative who shares your home

Appendix 1 - Page 1


For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child of a person is considered a child of such person.

8. "Private Placement"

"Private placement" means an offering of securities in which the issuer relies on an exemption from the registration provisions of the federal securities laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.

9. "Reportable Mutual Fund"

A "reportable mutual fund" includes any mutual fund issued by a Fund Client (as listed on Schedule A) and any subadvised funds (as listed on Schedule B).

10. "Security"

A "security" includes a great number of different investment vehicles. However, for purposes of this Code of Ethics, "security" includes any of the following:

o Note,

o Stock,

o Treasury stock,

o Bond,

o Debenture,

o Exchange traded funds (ETFs) or similar securities,

o Shares of open-end mutual funds,

o Shares of closed-end mutual funds,

o Evidence of indebtedness,

o Certificate of interest or participation in any profit-sharing agreement,

o Collateral-trust certificate,

o Preorganization certificate or subscription,

o Transferable share,

o Investment contract,

o Voting-trust certificate,

o Certificate of deposit for a security,

o Fractional undivided interest in oil, gas or other mineral rights,

o Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof),

Appendix 1 - Page 2


o Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency,

o In general, any interest or instrument commonly known as a "security," or

o Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing.

11. "Subadvised Fund"

A "subadvised fund" means any mutual fund or portfolio listed on Schedule B.

12. "Supervised Person"

A "supervised person" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of an investment adviser and is subject to the supervision and control of the investment adviser.

Appendix 1 - Page 3


APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"?
A "beneficial owner" of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a purchase or sale of the security.

1. Are securities held by family members or domestic partners "beneficially owned" by me?

Probably. As a general rule, you are regarded as the beneficial owner of securities held in the name of

o A member of your immediate family OR

o Any other person IF:

o You obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, you are the beneficial owner; OR

o You can obtain title to the securities now or in the future.

2. Are securities held by a company I own an interest in also "beneficially owned" by me?

Probably not. Owning the securities of a company does not mean you "beneficially own" the securities that the company itself owns. However, you will be deemed to "beneficially own" the securities owned by the company if:

o You directly or beneficially own a controlling interest in or otherwise control the company; OR

o The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in securities and the company has no other substantial business.

3. Are securities held in trust "beneficially owned" by me?

Maybe. You are deemed to "beneficially own" securities held in trust if any of the following is true:

o You or a member of your immediate family are a trustee or have a vested interest in the income or corpus of the trust OR

o You or a member of your immediate family are a settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries.

A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or members or your immediate family do not have authority to advise or direct securities transactions of the trust.

Appendix 2 - Page 1


4. Are securities in pension or retirement plans "beneficially owned" by me?

Maybe. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan.

However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan or you can direct the trading of the securities within the plan (IRAs, 401ks, etc.).

5. Examples of Beneficial Ownership

a. Securities Held by Family Members or Domestic Partners

Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Mary's resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other's securities.

Example 2: Mike's adult son David lives in Mike's home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David's securities.

Example 3: Joe's mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother's estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret's bank in Margaret's name, the interest from such loans being paid from Margaret's account. Joe is a significant heir of Margaret's estate. Joe is a beneficial owner of Margaret's estate.

Example 4: Bob and Nancy are engaged. The house they share is still in Nancy's name only. They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bob's securities.

b. Securities Held by a Company

Example 5: ABC Company is a holding company with five shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company's subsidiaries.

Example 6: XYZ Company is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in securities. Neither Stan nor any members of his immediate family are employed by XYZ Company. Stan does not beneficially own the securities held by XYZ Company.

Appendix 2 - Page 2


c. Securities Held in Trust

Example 7: John is trustee of a trust created for his two minor children. When both of John's children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any securities owned by the trust.

Example 8: Jane placed securities held by her in a trust for the benefit of her church. Jane can revoke the trust during her lifetime. Jane is a beneficial owner of any securities owned by the trust.

Example 9: Jim is trustee of an irrevocable trust for his 21 year-old daughter (who does not share his home). The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial owner of any securities owned by the trust.

Example 10: Joan's father (who does not share her home) placed securities in an irrevocable trust for Joan's minor children. Neither Joan nor any member of her immediate family is the trustee of the trust. Joan is a beneficial owner of the securities owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust securities.

Appendix 2 - Page 3


APPENDIX 3: CODE-EXEMPT SECURITIES
Because they do not pose a likelihood for abuse, some securities, defined as code-exempt securities, are exempt from the Code's preclearance requirements. However, confirmations from your service providers are required in all cases (except non- reportable mutual funds) and some code-exempt securities must be disclosed on your Quarterly Transactions, Initial and Annual Holdings Reports.

1. Code-Exempt Securities Not Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

o Open-end mutual funds that are not considered reportable mutual fund;,

o Reportable mutual funds (Access Persons only);

o Reportable mutual fund shares purchased through an automatic investment plan (including reinvested dividends);

o Money market mutual funds;

o Bank Certificates of Deposit;

o U.S. government securities (Treasury notes, etc.);,

o Commercial paper;

o Bankers acceptances;

o High quality short-term debt instruments, including repurchase agreements. A "high quality short-term debt instrument" means 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 rating organization.

2. Code-Exempt Securities Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

o Reportable mutual fund shares purchased other than through an automatic investment plan (Investment and Portfolio Persons only)

o Securities which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the security is exempt, NOT the sale)

o Securities other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the security is exempt, NOT the sale or other purchases)

o Commodity futures contracts for tangible goods (corn, soybeans, wheat, etc.) Futures contracts for financial instruments are not Code-exempt.

o Futures contracts on the following:

o Standard & Poor's 500 Index; or

o Standard & Poor's 100 Index.

Appendix 3 - Page 1


We may modify this list of securities at any time, please send an e-mail to "LG-Personal Security Trades" to request the most current list.

Appendix 3 - Page 2


APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

                                            ----------------------
                                           |   Employee enters    |
                                           | preclearance request |
                                            ----------------------
                                                      |
                                   -----------------------------------------
Denied ----------- Yes ----------| Is the security on the Restricted List? |
                                  -----------------------------------------
                                                      |
                                                      No
                                                      |
                                  -----------------------------------------
                                 |  What is the employee's COE category?   |
                                  -----------------------------------------
                                                       |
                                  -----------------------------------------
                                 |                                         |
                 ----------------------------------          ------------------------------
               | Investment and Portfolio Persons |        |          Access Persons      |
               |----------------------------------|        |------------------------------|
               | Short-Term Trading Profits test: |        |       De minimis test:       |
               |                                  |---     |                              |
               | Is the buy (sell) within 60 days |   |    | a. issuer market cap greater |
               | of a sell (buy) of the same      |   |    |    than $1 Billion?          |
               | security?                        |   |    | b. trade less than $10,000?  |---Yes----Approved
                ----------------------------------    |    |     and,                     |
                                 |                    |    | c. security traded on a      |
                                Yes                   No   |    national exchange?        |
                                 |                    |     ------------------------------
                   ----------------------------       |                    |
Denied -- Yes ----| Are the trades profitable? |      |                    |
                   ----------------------------       |                    |
                                 |                    |                    No
                                  ---------No---------                     |
                                                      |                    |
                                  -----------------------------------      |
Denied ---------- Yes -----------| Is the security on the Open Order |-----
                                 |               List?               |
                                  -----------------------------------
                                                      |
                                                      No
                                                      |
                                       ----------------------
                                      | Is the security:     |
                                      | a.owned by a fund?   |
                             Yes -----|        or,           |
                              |       | b.on the Follow List?|
                              |        ----------------------
                              |                       |
                 --------------------------------     |
Denied -- Yes --| Has there been recent activity |    |
                | by the fund or do the portfolio|    |
                | managers indicate an intention |    No
                | to trade the security within 5 |    |
                | days?                          |    |
                 --------------------------------     |
                              |                       |
                                -------No------------- |
                                                      |                      -----------------------
                                  -----------------------------             |  Trade is approved or |
                                 |       Is the employee       |----Yes---- | denied by the General |
                                 |          the CIO?           |            |        Counsel.       |
                                  -----------------------------              -----------------------
                                                |
                                                No
                                                |
                                  -----------------------------
                                 |       Is the employee       |--------------No-----------------------Approved
                                 |     a portfolio person?     |
                                  -----------------------------
                                                |
                                               Yes
                                                |
                                  ----------------------------------------
                                 | Is the trade within the 7 day black-out|
Denied ---------- Yes -----------| period of a trade by a fund managed by |---No-----------------------Approved
                                 |            the employee?               |
                                  ----------------------------------------

Appendix 4 - Page 1


After your request is entered into our mainframe system, it is then subjected to the following tests.

Step 1: Restricted Security List

o Is the security on the Restricted Security list?

If "YES", the system will send a message to you to DENY the personal trade request.

If "NO", then your request is subject to Step 2.

Step 2: De Minimis Transaction Test (This test does not apply to the trade requests of Portfolio and Investment Persons.)

o Is the security issuer's market capitalization greater than $1 billion?

o Will your proposed transaction, together with your other transactions in the security for the current calendar quarter, be less than $10,000?

o Does the security trade on a national securities exchange or market, such as the New York Stock Exchange (NYSE) or National Association of Securities Dealers Automated Quotation System (NASDAQ)?

If the answer to ALL of these questions is "YES", the system will generate a message and send it to you approving your proposed transaction.

If the answer to ANY of these questions is "NO", then your request is subject to Step 3.

Step 3: Open Order Test

o Is there an open order for that security for any Client?

If "YES", the system will send a message to you to DENY the personal trade request.

If "NO", then your request is subject to Step 4.

Step 4: Follow List Test

o Does any account or Fund own the security?

o Does the security appear on the computerized list of stocks American Century is considering to purchase for a Client?

If the answer to BOTH of these questions is "NO", the system will send a message to you to APPROVE your proposed transaction.

If the answer to EITHER of these questions is "YES", then your request is subject to Step 5.

Step 5: Present Intentions Test

The system sends a message to our equity trading desk in Kansas City which identifies the security described in your preclearance request. A trading desk representative will review the request for recent activity in the security. The trading desk representative may deny the request based on recent trading activity. If not denied, the trading desk will contact a representative from each of the portfolio management teams that have the security on their follow list or own the security. The portfolio teams will be asked if they intend to buy or sell the security within the next five (5) business days.

Appendix 4 - Page 2


If ALL of the portfolio management teams respond "NO", your request will be
APPROVED.

If ANY of the portfolio management teams respond "YES", your request will be
DENIED.

Step 6: Chief Investment Officer Requests

The General Counsel or his/her designee must approve any preclearance request by ACIM's Chief Investment Officer before an APPROVAL message is generated.

The preclearance process can be changed at any time to ensure that the goals of American Century's Code of Ethics are advanced.

Appendix 4 - Page 3


SCHEDULE A

The Code of Ethics to which this Schedule is attached was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:

------------------------------------------------------------ ---------------------------------
  Investment Advisor                                             Most Recent Approval Date
------------------------------------------------------------ ---------------------------------
  American Century Investment Management, Inc.                        January 1, 2005
  American Century Global Investment Management, Inc.                 January 1, 2005

----------------------------------------------------------------------------------------------

------------------------------------------------------------ ---------------------------------
  Principal Underwriter                                          Most Recent Approval Date
------------------------------------------------------------ ---------------------------------
  American Century Investment Services, Inc.                          January 1, 2005
------------------------------------------------------------ ---------------------------------

------------------------------------------------------------ ----------------------------------
  Fund Clients                                                   Most Recent Approval Date
------------------------------------------------------------ ----------------------------------
  American Century Asset Allocation Portfolios, Inc.                  November 16, 2004
------------------------------------------------------------ ----------------------------------
  American Century California Tax-Free and Municipal Funds            December 9, 2004
  American Century Capital Portfolios, Inc.                           November 16, 2004
  American Century Government Income Trust                            December 9, 2004
  American Century Growth Funds, Inc.                                 January 25, 2006
  American Century International Bond Funds                           December 9, 2004
  American Century Investment Trust                                   December 9, 2004
  American Century Municipal Trust                                    December 9, 2004
  American Century Mutual Funds, Inc.                                 November 16, 2004
  American Century Quantitative Equity Funds, Inc.                    December 9, 2004
  American Century Strategic Asset Allocations, Inc.                  November 16, 2004
  American Century Target Maturities Trust                            December 9, 2004
  American Century Variable Portfolios, Inc.                          November 16, 2004
  American Century Variable Portfolios II, Inc.                       December 9, 2004
  American Century World Mutual Funds, Inc.                           November 16, 2004
------------------------------------------------------------ ----------------------------------

Appendix 4 - Page 4


SCHEDULE B

The Code of Ethics to which this Schedule is attached applies to the following funds which are subadvised by an Investment Adviser. This list of affiliated funds will be updated on a regular basis:


AEGON/Transamerica American Century International AEGON/Transamerica American Century Large Company Value AST American Century Income & Growth Portfolio AST American Century Strategic Balanced Portfolio AXP Partners RiverSource Aggressive Growth Fund AXP Partners RiverSource International Aggressive Growth Fund AXP Partners RiverSource Small Cap Equity Fund GVIT (Gartmore Variable Insurance Trust) Small Company Fund ING American Century Large Company Value Portfolio ING American Century Select Portfolio
ING American Century Small-Mid Cap Value Portfolio John Hancock Funds II Small Company Fund John Hancock Funds II Vista Fund
John Hancock Trust Small Company Trust
John Hancock Trust Vista Trust
Mainstay VP American Century Income & Growth Portfolio MML Income & Growth Fund
MML Mid Cap Value Fund
Principal Investors Partners LargeCap Growth Fund II Principal Partners LargeCap Value Fund II Principal Variable Contracts Equity Value Account Schwab Capital Trust Laudus International MarketMasters Fund Strategic Partners Balanced Fund
TransAmerica IDEX American Century International TransAmerica IDEX American Century Large Company Value VALIC Company Income & Growth Fund
VALIC Company International Growth I Fund VALIC Company Small Cap Fund
VALIC Company Ultra Fund
JPMorgan Fleming Investment Funds - Global ex-US Small Cap Fund SEI Trust Company International Growth Commingled Fund A Learning Quest 529 Education Savings Program

Appendix 4 - Page 5


INVESTMENT ADVISER CODE OF ETHICS
FOR
INVESTMENT ACCESS PERSONS

AMERIPRISE FINANCIAL, INC. AND ITS
AFFILIATES

January 2006

1

--------------------------------------------------------------------------------
                        Investment Adviser Code of Ethics
--------------------------------------------------------------------------------
                  Ameriprise Financial, Inc. and its Affiliates
--------------------------------------------------------------------------------
OVERVIEW.......................................................................3
   Required Standards of Business Conduct......................................4
   General Policy on Accepting Gifts...........................................5
   Fiduciary Principles........................................................6
DEFINITIONS....................................................................7
PERSONAL TRADING RULES FRAMEWORK...............................................9
   Applicability...............................................................9
   General Rules..............................................................10
   Basis for Rules............................................................12
REPORTING REQUIREMENTS FOR INVESTMENT ACCESS PERSONS..........................13
   Securities Activities Which Must Be Reported...............................13
   How To Comply..............................................................13
   Exceptions to Limited Choice...............................................14
ADDITIONAL RULES & REPORTING REQUIREMENTS.....................................15
   Preclearance of Security Trades............................................15
   Exceptions.................................................................16
   Securities Reporting for Investment Access Persons.........................17
   Limited Offerings (Private Placement) Preclearance - Equity and Fixed
    Income....................................................................20
   60-Day Holding Period for Mutual Funds.....................................21

   Initial Holdings Disclosure................................................22
   Annual Certification and Annual Holdings Disclosure........................22
   Quarterly Reporting and Certification......................................22
   Investment Clubs...........................................................23
   Gifting Securities.........................................................23
   Sanctions..................................................................24
   Unusual Trading Activity...................................................24
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR INVESTMENT PERSONNEL............25
   60-Day Holding Period for Individual Securities............................25
   Research Analysts:  Additional Rules.......................................27
INCREMENTAL PORTFOLIO MANAGER REQUIREMENTS AND RESTRICTIONS...................29
   7-Day Blackout Period......................................................29
   Preclearance of Proprietary Mutual Fund Trades.............................30
RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER..............................31
AMERIPRISE FINANCIAL INSIDER TRADING POLICY...................................32
   A. General.................................................................32
   B. What is "Material Non-Public Information"?..............................32
   C. Criminal and Civil Penalties and Regulatory Sanctions for Insider
       Trading................................................................34
   D. Prohibitions Regarding Misuse of Material Non-Public Information........35


Appendix A: Request for Personal Trading Preclearance
Appendix B: Initial Personal Account and Holdings Disclosure
Appendix C: Brokerage Account Notification Form
Appendix D: Limited Choice Exception Request

2


Overview

As a condition of your continued employment or association with Ameriprise Financial, Inc. or its affiliates ("Ameriprise Financial"), you are required to read, understand, and fully comply with this Code of Ethics. The Code of Ethics also incorporates into its terms and requirements the provisions of other important documents to which you are subject; namely, the Ameriprise Financial Code of Conduct and, for financial advisors and their employees, the Compliance Resource Guide.

It is your personal responsibility and accountability to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our clients' interests, or do anything that could damage or erode the trust our clients place in Ameriprise Financial. This is the spirit of the Code of Ethics. Every person has the absolute obligation to comply with both the letter and the spirit of the Code. Failure to comply with its spirit is just as much a violation as a failure to comply with the written provisions of the Code. In this regard, you should also be aware that it is impossible for the Code of Ethics to cover every situation you may encounter. In those situations that are not specifically covered by the Code we must follow the spirit of the Code. If you are uncertain as to the appropriate course of action you should take, you should seek immediate assistance from your leader, the Chief Compliance Officer or the Office of the Ombudsperson before acting. If the Code of Ethics is silent on a particular matter, it does not authorize conduct that violates the spirit of the Code.

The Code covers not only the activities you perform on a day-to-day basis, but also your personal securities transactions as well as those of certain of your family members and entities (such as corporations, trusts, or partnerships) that you may be deemed to control or influence.

Appropriate sanctions will be imposed for violations of the Code of Ethics. Sanctions may include bans on personal trading, financial penalties, disgorgement of trading profits, suspension of employment, and/or termination of employment or association with Ameriprise Financial. Repeat violations of the Code will result in progressively stronger sanctions. Self-reporting a violation of the Code will be considered in determining the appropriate sanction for the violation.

This Code will be provided to all individuals who are subject to its terms. After you receive and review the Code, you must certify that you have received, read and understand the document and agree that you are subject to it and will comply with it. You are also required to provide similar certifications when the Code is amended. On an annual basis you must certify that you have complied with the Code during the past year and will continue to do so going forward.

3

Required Standards of Business Conduct

Under this Code of Ethics all supervised persons of Ameriprise Financial must comply with Ameriprise Financial's standards of business conduct. These standards are the following:

o Compliance with all applicable laws and regulations, including the federal securities laws and our fiduciary obligations;

o Compliance with this Code of Ethics;

o Compliance with the Ameriprise Financial Code of Conduct;

o Compliance with all other policies and procedures applicable to your position and assigned responsibilities, including any specific gift policies applicable to you;

o Financial advisors and their employees must also comply with the Compliance Resource Guide.

These standards apply to all individuals, at all levels of the organization. Compliance with applicable laws and regulations is mandatory for everyone and is not subject to business priorities or individual discretion. If at any time you have a question about the legality of a course of action you should consult with the General Counsel's Office before proceeding.

The Investment Advisers Act of 1940 imposes a fiduciary duty on an investment adviser to act in utmost good faith with respect to its clients, and to provide full and fair disclosure of all material facts, particularly where the adviser's interests may conflict with the client's. The Adviser has a duty to deal fairly and act in the best interests of its clients at all times.

All employees and certain other associated persons of Ameriprise Financial must also comply with the Ameriprise Financial Code of Conduct. The Code of Conduct deals with issues covering, among other things, the acceptance of gifts, service on the boards of public companies and other outside activities. For specific guidance on these and other topics that may not be specifically covered by the Code of Ethics you should refer to the Code of Conduct and the Compliance Resource Guide.

All financial advisors and their employees associated with Ameriprise Financial must comply with the Compliance Resource Guide. The provisions of the Code of Ethics and the Compliance Resource Guide should not conflict. In the event the provisions of the Code of Ethics or the Compliance Resource Guide conflict or appear to conflict with those contained in the Code of Conduct you should follow the guidance contained in the Code of Ethics or Compliance Resource Guide. If at any time you feel there is ambiguity as to what the appropriate course of action should be in a particular situation you should immediately seek assistance from the General Counsel's Office or the Compliance Department before you act.

You are also subject to compliance policies and procedures and other policies and procedures adopted by the organization. You are responsible for being familiar with and complying with these policies and procedures. If you are uncertain as to these additional policies and procedures to which you are subject, speak with your leader.

As described in greater detail below, the Code of Ethics also addresses personal securities trading activities in an effort to detect and prevent illegal or improper transactions.

Under this Code of Ethics you have a duty to promptly report any violation or apparent violation of the Code of Ethics (including the Code of Conduct and Compliance Resource Guide) to the Chief Compliance Officer. You can also report violations or possible violations to the Office of the Ombudsperson. This duty

4

exists whether the violation or apparent violation is yours or that of another associated person of Ameriprise Financial. All such reports will be treated confidentially to the extent permitted by law and will be investigated promptly and appropriately. Ameriprise Financial prohibits retaliation against individuals who report violations or apparent violations of the Code in good faith and will treat any such retaliation as a further violation of the Code. However, it must be understood that associated persons of Ameriprise Financial who violate the Code are subject to sanctions for the violation even if they report the violation.

General Policy on Accepting Gifts

Instances may arise in the course of business where a person or organization offers you a gift. When being offered a gift, the Ameriprise Financial Code of Conduct should serve as your primary guide to determining whether or not a gift is acceptable. The Code of Conduct states: " You may accept entertainment, token gifts or favors only when the value involved is not significant and clearly will not place you under any real or perceived obligation to the donor." See the section on Gifts in the Code of Conduct.

When receiving a gift, it is imperative to avoid even the appearance of a conflict of interest, regardless of the value of the gift. Sometimes a situation may be unclear. If you are unsure whether to accept a gift, talk with your leader. If your leader is unsure, or feels an exception should be made, he or she should contact the Compliance Department for guidance. Above all, the decision should comply with the spirit of the Code of Conduct and this Code of Ethics.

You may be subject to a more specific gift policy.

5

Fiduciary Principles

The following general fiduciary principles shall govern your activities and the interpretation and administration of these rules:

o The interests of our advised and sub-advised account clients (including Mutual Fund shareholders) must be placed first at all times.

o All personal trading transactions must be conducted consistent with the rules contained in this Code 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.

o You should never use your position with the company, or information acquired during your employment, in your personal trading in a manner that may create a conflict - or the appearance of a conflict - between your personal interests and the interest of the company or its customers and clients. If such a conflict or potential conflict arises, you must report it immediately to Personal Trade Compliance.

o Company personnel should not take inappropriate advantage of their positions.

In connection with providing investment management services to clients, this includes prohibiting any activity which directly or indirectly:

o Defrauds a client in any manner;
o Misleads a client, including any statement that omits material facts;
o Operates or would operate as a fraud or deceit on a client;
o Functions as a manipulative practice with respect to a client; and
o Functions as a manipulative practice with respect to securities.

These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of this Code of Ethics will not shield company personnel from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to our clients.

6


Definitions

This Investment Adviser Code of Ethics for Investment Access Persons applies to three groups of personnel. Each successive group is a subset of the previous group, and is subject to incrementally restrictive procedures. Therefore:
Investment Personnel are subject to all Investment Access Person rules, plus the additional specified rules. Portfolio Managers are subject to Investment Personnel and Investment Access Person rules, plus additional specified rules.

Access Persons: supervised persons and other persons who are employees or associated persons of Ameriprise Financial, who have access to nonpublic information regarding clients' purchase or sale of securities or non public information regarding the portfolio holdings of Proprietary Funds, are involved in making securities recommendations to clients, or who have access to recommendations that are nonpublic.

Retail Access Persons: Access Persons who have access only to Ameriprise Financial retail client information.

Investment Access Persons: Access Persons who have access to Ameriprise Financial / RiverSource institutional client information. Investment Access Persons are also subject to rule 17j-1 under the Investment Company Act of 1940. These individuals meet one or more of the following criteria:

1. Have access to information regarding impending purchases or sales of portfolio securities for any account owned or managed.

2. Obtain such information within 10 days after the trade.

3. Have access to information on the holdings of Mutual Funds advised by or sub-advised by Ameriprise Financial / RiverSource within 30 days of the date of the holdings.

4. Have access to the Investment Department's investment research and recommendations.

5. Work in the Investment Department or Asset Management Group, including but not limited to the following locations, Minneapolis, Boston, Cambridge, Los Angeles, New York, and New Jersey.

6. Participate in the investment decision-making process.

7. Have a specific role which compels Investment Access Person status, for example: - serving as a Board member of an Ameriprise Financial / RiverSource investment company - providing direct, ongoing audit, compliance, or legal support to money management businesses.

8. Have been designated as an Investment Access Person for any other reason, such as working on a project where you have access to investment information.

Investment Personnel are research analysts, traders and portfolio managers, fixed income sector team leaders or sector team managers, Vice Presidents of investment administration, Senior Vice President - Fixed Income and the Chief Investment Officer.

Portfolio Managers are individuals with direct responsibility and authority over investment decisions affecting any account owned or managed. This includes associate portfolio managers.

7

Brokerage Account: A Brokerage Account is an account held at a licensed brokerage firm in which securities are bought and sold (e.g., stocks, bonds, futures, options, Mutual Funds). This includes employer-sponsored incentive savings plans.

Initial Public Offering (IPO): a corporation's first offering of stock to the public. This includes secondary issues of equity or fixed income.

Limited Offerings (Private Placements): an offering of securities exempt from registration due to certain exemptions such as the size of the offering and the number of purchasers. You are not allowed to invest in Limited Offerings (Private Placements) without preclearance - see page 20.

Supervised Person: any partner, officer, director (or other person occupying a similar status or performing similar functions), or an employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.

Mutual Funds: U.S. registered open-end investment companies the shares of which are redeemable on any business day at the net asset value, including Mutual Funds that underlie variable annuity and variable life insurance contracts.

Proprietary Funds: investment companies that are registered with the SEC and for which Ameriprise Financial / RiverSource serves as an investment adviser. A RiverSource Mutual Fund is a Proprietary Fund.

Non-proprietary Funds: investment companies that are registered with the SEC and are not Proprietary Funds. A non-RiverSource Mutual Fund is a Non-proprietary Fund.

8


Personal Trading Rules Framework

Applicability

These rules apply to securities trading in which you have a beneficial ownership. Beneficial ownership includes accounts held in the name of any of the following individuals:
o You
o Your spouse/partner
o Financially dependent members of your household

In addition, these rules apply to the following types of accounts if any of the individuals listed above:
o Is a trustee or custodian for an account (e.g., for a child or parent)
o Exercises discretion over an account via a power of attorney arrangement or as an executor of an estate after death
o Owns an IRA
o Participates in an investment club
o Has another arrangement where they give advice and also have a direct or indirect ownership.

9

General Rules

These general rules, along with the procedures contained in the rest of this document, must always be followed:

1. No use of inside information (refer to "Ameriprise Financial Insider Trading Policy" on page 32).

2. No front-running. This involves an individual taking advantage of non-public information about imminent trading activity in our Mutual Funds or other advised accounts by trading in a security before the fund or advised account does. You are not allowed to trade in a particular security ahead of, or at the same time as, your clients' accounts.

3. No misuse of material non-public information relating to Mutual Funds, including information relating to portfolio holdings or pricing.

4. No Access Person shall divulge to any person any client holdings, any recommendation made to a client, or any contemplated or completed securities transactions or trading strategies of a client, except as required in the performance of his or her duties and only to the extent such other person has a need to know such information to perform his or her duties. Disclosures of any past, current or contemplated client holdings must be consistent with the Portfolio Holdings Disclosure policy.

5. No market timing (short-term trading) in shares of Mutual Funds. This prohibition applies across all accounts in which you have a beneficial interest (so that you cannot buy shares of a Mutual Fund in one account and sell them from another account in market timing transactions), including the Ameriprise Financial 401(k) Plan and Mutual Funds underlying a variable annuity and variable life insurance contracts.

This prohibition also applies to investments through pooled investment vehicles, such as hedge funds, that may engage in market timing. You are responsible for ensuring that no pooled investment vehicle in which you invest engages in market timing.

If you invest in a hedge fund whose offering document does not state whether the hedge fund engages in market timing of Mutual Funds, you should obtain written assurance from the hedge fund that it does not engage in market timing of Mutual Funds.

6. No purchasing of initial public offerings (this includes secondary issues of equity or fixed income)

7. No preferential treatment from other brokerage firms due to the purchaser's employment by or association with Ameriprise Financial.

8. No direct trades with broker/dealers' trading desks.

9. No non-retail relationships with broker/dealers.

10

10. No use of Ameriprise Financial's name (or the name of any of its subsidiaries) to obtain a better price from a broker who is a market maker in the security being traded.

11. No speculative trading of Ameriprise Financial stock, which is characterized by transactions in "put" or "call" options, or short sales or similar derivative transactions. Ameriprise Financial discourages short-term trading in its own stock. This includes soliciting speculative trades in Ameriprise Financial securities. You should not solicit or offer an opinion on Ameriprise Financial stock. (You are allowed to exercise any Ameriprise Financial stock options you have received as a result of your employment with the Company. Members of the Executive Leadership Team, however, must preclear these trades through the Corporate Secretary's office.)

12. No stopping stock. This is defined as a guarantee by a specialist that an order placed by a Floor Broker will be executed at the best bid or offer price then in the Specialist's book unless it can be executed at a better price within a specified period of time.

13. If the company's managed or owned accounts are active in a given security, no use of that security to meet margin calls if cash or other securities are available to meet the call.

14. If you must sell a security to meet a margin call, you must request preclearance for that security.

15. All traders, trading assistants, fixed income sector team leaders and sector team managers who trade in OTC securities must trade through Ameriprise Financial Brokerage.

16. No trading of brokerage firm stocks by all traders and trading assistants, fixed income sector team leaders and sector team managers.

17. There is a 60-day holding period for Mutual Funds as described on page 21.

18. An Access Person shall use his or her best judgment in giving investment advice to clients and shall not take into consideration his or her personal financial situation or interests in doing so.

19. When engaging in a personal securities transaction, an Access Person shall always place the interests of clients first and avoid any actual or potential conflict of interest or abuse of his or her position.

20. Required forms must be filled out completely, accurately and on a timely basis. This includes quarter end reports. Violations of the Code, including late filing of periodic reports will be reported to Senior Management and the RiverSource Investments, LLC Funds Board of Directors.

11

Important:

o Obligation to Report Violations: Any person who discovers that he or she or another person has violated or apparently violated these general rules or other provisions of this Code must promptly report the matter to the Chief Compliance Officer.

o Personal Trading Records Subject To Review By Regulators: The SEC and the NASD have the authority to review individuals' personal trading records. It is not unusual in the course of regulatory exams for the examiners to interview individuals about their trading activity or violations of the Code of Ethics.

o Even if you receive preclearance, you cannot be ensured that you have not violated the Code. Receiving preclearance does not exclude you from other personal trading rules included in this Code.

o The Compliance Department has the authority to review records and request additional information.

o The privacy of your reported information is extremely important and will be held in the utmost confidence but is subject to review and action by appropriate personnel such as Personal Trade Compliance personnel.

Basis for Rules

The rules and procedures that apply to personal trading for Investment Access Persons are derived from:

Securities and investment laws
o Securities Act of 1933
o Securities Exchange Act of 1934
o Investment Company Act of 1940
o Investment Advisers Act of 1940
o Insider Trading and Securities Fraud Enforcement Act of 1988

Rules, regulations and corporate policies
o Securities and Exchange Commission (SEC)
o National Association of Securities Dealers (NASD)
o Ameriprise Financial Insider Trading Policy
o Ameriprise Financial Code of Conduct

Investment Company Institute (ICI) Guidelines to Industry on Personal Investing

12


Reporting Requirements for Investment Access Persons

Securities Activities Which Must Be Reported

All personal securities trading activities (e.g., stocks, options, bonds, Mutual Fund shares), whether bought or sold, must be reported, with the exception of such things as money market mutual funds and certificates of deposit. See "How to Comply" section below for more information. A chart indicating which transactions must be reported is located on pages 17-19. You must report activity involving securities trading in which you have a beneficial ownership. This includes accounts held in the name of any of the following individuals:
o You
o Your spouse/partner
o Financially dependent members of your household

In addition, these rules apply to the following types of accounts if any of the individuals listed above:
o Is a trustee or custodian for an account (e.g., for a child or parent)
o Exercises discretion over an account via a power of attorney arrangement or as an executor of an estate after death
o Owns an IRA
o Participates in an investment club
o Has another arrangement where you give advice and also have a direct or indirect ownership.

Failure to disclose all Mutual Fund and Brokerage Accounts is a violation of the Code and may result in a sanction, which includes possible termination.

How To Comply

Unless you have an exception approved by Personal Trade Compliance, your personal trading must be conducted through one of three brokers - Ameriprise Financial Brokerage, Schwab, or Merrill Lynch.

You must report any new accounts opened by immediately completing the following steps:

o Complete the Brokerage Account Notification Form in Appendix C and return it to Personal Trade Compliance, H26/1880. Failure to properly carry out this notification process may result in a sanction.

o Notify your broker of your association with Ameriprise Financial. You are responsible for notifying your broker that you work for Ameriprise Financial, a broker/dealer, and ensuring that Personal Trade Compliance is provided with duplicate statements and confirmations for your account(s).

13

What types of investments must be transferred to or held at one of the limited choice firms?

o Stocks -- common (including Ameriprise Financial), preferred, convertible preferred, short sales, rights, or warrants

o Corporate bonds (including convertible and foreign)

o State and local municipal bonds

o Derivatives, including futures, options and index securities

o Limited partnerships (if purchased through a Brokerage Account)

o Unit Investment Trusts (UITs), American Depository Receipts (ADRs) and Real Estate Investment Trusts (REITs), Exchange Traded Funds and closed-end funds.

o Managed or wrap accounts in which individual securities are held and the investor has the ability to exercise trading discretion

o Proprietary Funds must be held through Ameriprise Brokerage, Ameriprise Financial 401(k) Plan, "at fund" (directly with the Mutual Fund), or underlying a variable annuity or variable life insurance contract from IDS Life Insurance Company or another affiliate of Ameriprise Financial

What investments are not subject to this limited choice policy?

Some investments are not subject to this policy, and therefore, do not need to be transferred. You may continue to hold the following investments in accounts at other firms:
o Non-proprietary Funds
o Annuities
o Certificates of Deposit, savings certificates, checking and savings accounts and money market accounts
o Commercial paper
o Dividend reinvestment plans
o Employer sponsored incentive savings plans
o US Government bonds (U.S. Treasury notes, bills, bonds, STRIPS, savings bonds)
o Church bonds
o Limited Offerings / Private Placements (These transactions require specific preclearance-see page 20)
o Managed or wrap accounts that do not include individual securities

Exceptions to Limited Choice

Exceptions to the limited choice policy of conducting personal trading through one of the three authorized brokers - Ameriprise Financial Brokerage, Schwab, or Merrill Lynch - will be rare. If you believe your situation warrants an exception, print and complete the Exception Request Form found in Appendix D.

Note that if you are granted an exception for a managed account where you have no trading discretion, you and your broker will be required to re-certify to this annually in order to maintain that exception.

If you are granted an exception, you are responsible for ensuring that Personal Trade Compliance receives duplicate confirmations and statements.

An exception to the limited choice policy does not eliminate the need to comply with the rest of this Investment Adviser Code of Ethics.

14


Additional Rules & Reporting Requirements

Preclearance of Security Trades

You must obtain prior approval - known as preclearance - when trading in any of the investment vehicles indicated on the "Securities Reporting and Preclearance Chart" (see pages 17-19). When requesting preclearance, you must follow these procedures:

Requesting preclearance - On the day you intend to purchase or sell a security requiring preclearance, complete Section A of the Preclearance Form (see form in Appendix A) and fax it to the preclearance group at (612) 671-5101 between 8 AM and 3 PM Central Time.

Approval process - Before approving the transaction, the preclearance group will verify that there are no managed or owned accounts trading in the security. The preclearance group will complete Section B of the preclearance form and fax it back to you. Preclearance is only effective for the day it is given.

After Hours Trading (On-line) - When trading through an on line account you have until midnight the day you are granted preclearance to enter your trade. When routing your preclearance form to Personal Trade Compliance, please attach a copy of your electronic confirmation from your broker showing that the trade was entered on the day preclearance was given. The trade then needs to be executed no later than the next business day. We will not consider the trade in good form unless both documents are submitted.

Execution of your trade - Complete Section C of the preclearance form upon execution of the trade and route it to Personal Trade Compliance immediately. The entire approval section must be complete in order for the preclearance form to be accepted in good order. If any portion of the form is incomplete, it may result in a preclearance violation. Even if the trade is not executed, you are still required to send the form to Personal Trade Compliance.

Local approval process necessary for individuals in the Los Angeles office - An additional level of preclearance approval is required in Los Angeles before executing a trade because of unique considerations with the CDO/CLO business. See your local Compliance Officer for more information.

Offices Using Team Management Approach
For a special rule applying to all associated persons in the satellite offices using a team-based management approach, see page 28 under "Offices Using Team Management Approach".

Reminder: If you are subject to preclearance, then you must preclear trades in all accounts in which you have a beneficial ownership. For example, if your spouse is planning a trade in his/her account, you are responsible for following the preclearance procedures prior to the transaction being placed.

15

Exceptions

Exceptions may be granted if the individual has tried to preclear a trade at least three times in any five consecutive day period. In order to be granted this exception, you must request approval by sending your request via Lotus Notes to "Personal Trading". Provide a written explanation of the circumstances, including:

o The type of trade
o The name of the security
o The number of shares
o Your position, such as trader, analyst, portfolio manager, other.
o The three most recent dates you have tried to preclear

You will receive a written response to your request within 24 hours.

If you receive an exception, the exception is only for the preclearance portion of your trade. You are still responsible for ensuring compliance with the other rules in this Investment Adviser Code of Ethics, including the 60-day holding period and the 7-day black out period rules as they apply to you.

16

Securities Reporting for Investment Access Persons

                                                 -----------------------------------------------------------------------------
This chart indicates which securities must be       Is Reporting Required?               Is Preclearance Required?
reported on your initial and annual
certification.
------------------------------------------------------------------------------------------------------------------------------
American Depository Receipts/Shares/Units                     Yes                                   Yes
(ADRs/ADSs/ADUs)                                                                 (against underlying security and ADR/ADU)
------------------------------------------------------------------------------------------------------------------------------
Annuities - Fixed                                             No                                     No
(other than market value adjusted annuities)
------------------------------------------------------------------------------------------------------------------------------
Annuities - Variable and market value adjusted                Yes                                    No
annuities                                              Report underlying       Except for portfolio managers, fixed income
                                                          securities           sector team leaders or sector team managers,
                                                                               Senior Vice President of Fixed Income
                                                                               Investments and Chief Investment Officer.
                                                                                                (see page 30)
------------------------------------------------------------------------------------------------------------------------------
American Express Stock                                        Yes                                   Yes
------------------------------------------------------------------------------------------------------------------------------
(Options on) American Express Stock (i.e., puts               Yes                                   Yes
and calls)
------------------------------------------------------------------------------------------------------------------------------
American Express stock options (obtained as a                 Yes                                   Yes
part of an incentive plan)                                                         Preclearance not required for cashless
                                                                                                  exercise

------------------------------------------------------------------------------------------------------------------------------
Ameriprise Financial Stock *                                  Yes                                    No
                                                                                  Except Executive Leadership Team need to
                                                                                  preclear with the Corporate Secretary's
                                                                                                  office.
------------------------------------------------------------------------------------------------------------------------------
(Options on) Ameriprise Financial Stock (i.e.,            Prohibited                             Prohibited
puts and calls)*
------------------------------------------------------------------------------------------------------------------------------
Ameriprise Financial stock options (obtained as               Yes                                    No
a part of an incentive plan)*                                                     Except Executive Leadership Team need to
                                                                               preclear with the Corporate Secretary's office
------------------------------------------------------------------------------------------------------------------------------
Bonds and other debt instruments, including but               Yes                                    No
not limited to:
-        Corporate
-        U.S. Guaranteed or of federally
         sponsored enterprises (FHLMC, FNMA,
         GNMA, etc.)
-        Municipal
-        Closely held
------------------------------------------------------------------------------------------------------------------------------
Bonds and other direct debt instruments of the                No                                     No
U.S. Government:  (e.g., Treasury notes, bills,
bonds or STRIPS)
------------------------------------------------------------------------------------------------------------------------------
Bonds  -  convertible                                         Yes                                   Yes
                                                                                (against both underlying stock & convertible
                                                                                                   debt)
------------------------------------------------------------------------------------------------------------------------------
Bank certificates of deposit, Savings                         No                                     No
Certificates, checking and savings accounts and
money market accounts. bankers' acceptances,
commercial paper and high quality short-term
debt instruments, including repurchase
agreements.

------------------------------------------------------------------------------------------------------------------------------
Currency Accounts                                             No                                     No
------------------------------------------------------------------------------------------------------------------------------
Derivatives (DECS, ELKS, PRIDES, etc.)                        Yes                                   Yes
                                                                                (against both underlying stock & derivative)
------------------------------------------------------------------------------------------------------------------------------

17

                                                 -----------------------------------------------------------------------------
This chart indicates which securities must be       Is Reporting Required?               Is Preclearance Required?
reported on your initial and annual
certification.
------------------------------------------------------------------------------------------------------------------------------
Futures:  commodity, currency, financial, or                  Yes                                    No
stock index
------------------------------------------------------------------------------------------------------------------------------
Index Securities  -  (e.g., S&P 500, SPDRS/SPY,               Yes                                   Yes
Diamonds/DIA, Cubes/QQQ, Exchange Traded                                          (except broadly based Index securities,
Funds,  Holders Trusts)                                                                 defined as 20 or more names)
------------------------------------------------------------------------------------------------------------------------------
Life Insurance (variable)                                     Yes                                    No
                                                       Report underlying       Except for portfolio managers, fixed income
                                                           securities          sector team leaders or sector team managers,
                                                                               Senior Vice President of Fixed Income
                                                                               Investments and Chief Investment Officer.
                                                                                                (see page 30)
------------------------------------------------------------------------------------------------------------------------------
Limited Offerings / Private Placements - Equity               Yes                                   Yes
and Fixed Income                                                                               (see page 20)

------------------------------------------------------------------------------------------------------------------------------
Limited Partnerships                                          Yes                                   Yes
------------------------------------------------------------------------------------------------------------------------------
Limit order                                                   Yes                          Yes, must renew daily
------------------------------------------------------------------------------------------------------------------------------
Managed or wrap accounts:
o        If individual securities held and                    Yes                                   Yes
     investor has ability to exercise trading
     discretion                                               Yes                                    No
o        If individual securities held and
     investor does not have ability to exercise
     trading discretion                                       Yes                                    No
o        If individual securities not held
------------------------------------------------------------------------------------------------------------------------------
Mutual Funds (other than money market mutual                  Yes                                    No
funds): Open end                                                               Except for portfolio managers, fixed income
                                                                               sector team leaders or sector team managers,
                                                                               Senior Vice President of Fixed Income
                                                                               Investments and Chief Investment Officer.
                                                                                                (see page 30)
------------------------------------------------------------------------------------------------------------------------------
Mutual Funds: Closed end -  including                         Yes                                   Yes
registered fund of hedge funds
------------------------------------------------------------------------------------------------------------------------------
Money market mutual funds                                     No                                     No
------------------------------------------------------------------------------------------------------------------------------
Options on stocks                                             Yes                                   Yes
                                                                                (except when closing position in the last 5
                                                                                      business days before expiration)
                                                                                     Must preclear underlying security
------------------------------------------------------------------------------------------------------------------------------
Options:  exercise of option to buy or sell                   Yes                                    No
underlying stock
------------------------------------------------------------------------------------------------------------------------------
Options on futures and indices (currency,                     Yes                                   Yes
financial, or stock index)
------------------------------------------------------------------------------------------------------------------------------
REITS (Real Estate Investment Trusts)                         Yes                                   Yes
------------------------------------------------------------------------------------------------------------------------------
Stocks:  common or preferred (you do not need                 Yes                                   Yes
to report Dividend Reinvestment Plans - DRIPS
unless you are a grade 45 or above)
------------------------------------------------------------------------------------------------------------------------------
Stocks:  convertible preferred                                Yes                                   Yes
                                                                                   (both underlying stock and convertible
                                                                                                 preferred)
------------------------------------------------------------------------------------------------------------------------------
Stocks:  short sales  (short sales prohibited                 Yes                                   Yes
on Ameriprise Financial stock)
------------------------------------------------------------------------------------------------------------------------------

18

                                                 -----------------------------------------------------------------------------
This chart indicates which securities must be       Is Reporting Required?               Is Preclearance Required?
reported on your initial and annual
certification.
------------------------------------------------------------------------------------------------------------------------------
Stocks (owned) - exchanges, swaps, mergers,                   Yes                                    No
tender offers
------------------------------------------------------------------------------------------------------------------------------
Stocks - public offerings (initial OR secondary)          Prohibited                             Prohibited
------------------------------------------------------------------------------------------------------------------------------
Stocks - Rights or warrants acquired separately               Yes                                   Yes
------------------------------------------------------------------------------------------------------------------------------
Treasury Inflation Protected Securities (TIPS)                No                                     No
------------------------------------------------------------------------------------------------------------------------------
Unit Investment Trusts (UITs)                                 Yes                                    No
------------------------------------------------------------------------------------------------------------------------------

* Incentive awards of Ameriprise Financial stock options, restricted stock and portfolio grants and the sale through Ameriprise Financial of a part of these shares to cover taxes at the time of vesting or exercise are subject to reporting. In addition, other holdings, purchases and sales of Ameriprise Financial stock are required to be reported.

Special note for 401(k)s: reporting is required for any 401(k) or an employer sponsored incentive savings plan held by the Access Person. For any 401(k) held by a spouse who is not also an Access Person, reporting is required on everything except Nonproprietary Funds. In other words, an Access Person does not need to report Non-proprietary Funds held in a spouse's 401(k) plan.

Special note for automatic investment plans: you do not need to report transactions that are made as part of a regular periodic purchase (or withdrawal). For example: payroll deduction, bank authorizations etc.

19

Limited Offerings (Private Placement) Preclearance - Equity and Fixed Income

All Access Persons need to obtain approval to invest in any Limited Offerings (private placements), i.e., a security not offered to the public. Approvals must be obtained in writing from your immediate leader, the Chief Investment Officer (CIO), and Personal Trade Compliance prior to investing.

Limited Offerings include most hedge funds.

How to obtain approval - Write an explanation of the investment and submit the request to your leader. Required information you must include in your request:

o the nature of the investment

o how you were solicited

o approximate dollar amount you are planning to invest

o whether or not the opportunity was being offered to any of Ameriprise Financial / RiverSource's managed accounts

o whether the security is likely to be purchased by an Ameriprise Financial / RiverSource managed account in the future

In considering whether to make a request, consider whether your investment might create a conflict with a business interest of Ameriprise Financial. See the Ameriprise Financial Code of Conduct and the Compliance Resource Guide.

How Limited Offerings/private placements are approved - Your leader will approve or reject your request, and return the request to you. If approval is granted, send the request to the CIO for approval. If the CIO grants approval, send the request via Lotus Notes to "Private Placement Preclearance". You cannot enter into the proposed transaction without approval from Personal Trade Compliance.

Personal Trade Compliance will respond to you requesting any additional information or further documentation needed to make a decision. Upon receipt of all necessary documentation, Personal Trade Compliance will then confirm in writing whether you may invest. If your investment is approved, you must report the investment on the quarterly reporting form, which will be provided to you near the beginning of each calendar quarter.

If you have questions about how the private placement approval process applies to a transaction you are considering, please contact us by sending a Lotus Note to "Personal Trading" or call the Personal Trade Hotline at 612-671-5196 before you invest.

20

60-Day Holding Period for Mutual Funds

No Investment Access Person may sell shares of a Mutual Fund (including Proprietary Mutual Funds and Non-Proprietary Mutual Funds) held for less than 60 calendar days.

You must wait until calendar day 61 (Trade date + 60) to sell or redeem all or part of your position. This prohibition applies across all accounts in which you have a beneficial interest (so that you cannot buy shares of a Mutual Fund in one account and sell them from another account within 60 days, unless the transactions fall within the exceptions set forth below). When calculating the 60-day holding period, you must use the last-in, first-out (LIFO) method. We use LIFO for two main reasons: o the purpose of the rule is to discourage market timing. A first-in, first-out (FIFO) or specific identification method could enable short-term trading. o application of a method other than LIFO could be very cumbersome and time-consuming.

Exceptions

The Firm grants four exceptions to this rule:

o Money Market Funds - investments in money market funds are not subject to the 60-day holding period.

o Automatic Investment and Withdrawal Programs - automatic investment and withdrawal programs such as payroll deduction programs are not subject to the 60-day holding period.

o Dividend Reinvestments - purchases of shares of a Mutual Fund through the reinvestment of dividends or capital gain distributions on such fund are not subject to the 60-day holding period.

o ERISA Accounts - shares of a Mutual Fund held through an ERISA account, such as a 401(k) account, are not subject to the 60-day holding period. Note, however, that the prohibition on market timing of Mutual Funds continues to apply to such accounts.

o Death of Account Owner - sales by the estate of a deceased account owner, or by the beneficiary of a transfer-on-death (TOD) or similar account, of shares of a Mutual Fund purchased by the owner before the owner's death are not subject to the 60-day holding period. If the shares are held in an account with a broker or Mutual Fund that requires transfer of the shares from an account in the name of the deceased to an account in the name of the estate or the beneficiary before sale of the shares by the estate or beneficiary, the transfer and sale of the shares are not subject to the 60-day holding period.

o Special Exceptions - The Personal Trade Committee may grant exceptions as a result of death, disability, significant market downturn or other special circumstances (such as periodic rebalancing). To request a special exception, send a written request or Lotus Note to "Personal Trading". Your request will not be approved unless the Personal Trade Committee determines that, under the circumstances, the requested exception is consistent with the best interests of the Firm and the shareholders of the Mutual Fund.

If you have questions about the 60-day holding period, please contact us by sending a Lotus Note to "Personal Trading" or call us at 612-671-5196 before you execute.

None of these exceptions allow you to engage in market timing of Mutual Funds.

21


Failure to completely and accurately disclose brokerage & Mutual Fund accounts, holdings and quarterly non-brokerage activity by the time frames specified by Personal Trade Compliance is a violation of the Code and may result in a sanction, which includes possible termination.

Initial Holdings Disclosure

New Access Persons must disclose certain securities holdings in which they have a beneficial interest. All new Access Persons will receive a copy of the Code of Ethics that applies to them and that includes an Account Certification and Holdings Disclosure form. This document must be returned to Personal Trade Compliance H26/1880 within 10 days. An example of this form is located in Appendix B.

If you own Brokerage Accounts outside of the limited choice brokers (Ameriprise Financial, Merrill Lynch, or Schwab), you must transfer your account(s) to one of limited choice brokers within 45 calendar days.

Annual Certification and Annual Holdings Disclosure

In addition to reporting requirements already outlined, every Access Person must submit an annual certification form. If you are new to the company, you will receive a form and instructions when you attend your orientation session. If you do not attend this orientation session, please contact Personal Trade Compliance at 612-671-5196 for the information.

All Access Persons must also disclose annually certain securities holdings in which they have a beneficial interest. Failure to disclose annual holdings by the time frames specified by Personal Trade Compliance may result in a sanction, which includes possible termination.

All Access Persons will receive a form electronically on an annual basis from Personal Trade Compliance. You must document your account(s) certification and holdings disclosures on this form.

Quarterly Reporting and Certification

Personal Trade Compliance will send you a form each quarter to indicate whether, for a given calendar quarter, you executed securities transactions outside of a broker-dealer account or engaged in transactions in Mutual Funds as identified on the quarterly reporting form.

You must return the quarterly reporting form to Personal Trade Compliance within 30 calendar days of the last day of the quarter. You must also certify quarterly that you have complied with the provisions of this Code of Ethics relating to transactions in Mutual Funds including prohibitions on market timing and the misuse of material non-public information relating to Mutual Funds, including information relating to portfolio contents or pricing.

22

Investment Clubs

There is no prohibition against joining an investment club and the account needs to be held at one of the limited choice brokers, Ameriprise Brokerage, Schwab or Merrill Lynch, unless the club has been granted an exception from Personal Trade Compliance.

Investment Access Persons who are members of investment clubs are required to preclear club transactions. Execution of non-precleared trades made by club members will result in a violation for the Investment Access Person. (This also applies to any other accounts which meet the criteria indicated under "security activities which must be reported" on page 13) When forming or joining an investment club, provide the following to Personal Trade Compliance:

o a copy of the Brokerage Account Notification Form (see Appendix C)
o a copy of your investment club's bylaws
o a listing of the members of the club and an indication if any members are employees, independent contractors or associated persons of Ameriprise Financial. Please include the individual's employee, Advisor, or contractor identification number.
o the contact person for the club in case of questions

Gifting Securities

If you gift securities to a non-profit organization, please provide the following information in writing prior to making the gift, to Personal Trade Compliance:

o the name of the organization to which you are giving the securities
o a description of the security
o the number of shares being given
o the day you intend to buy the security (if not already owned)
o the day you intend to give the securities (if the gift was not actually given on the day intended, please inform Personal Trade Compliance)

Preclearance is not necessary for a gift to a non-profit organization, and the 60-day and 7-day rules do not apply.

For gifting securities to a for-profit organization or to an individual or trust, the preclearance and 7-day rules do apply if you are purchasing the securities you intend to give. The 60-day rule does not apply should the donor of the gift choose to sell the annuity. You will need to report the transaction on the quarterly certification form.

23

Sanctions

Sanctions will be imposed for violations of Ameriprise Financial, SEC, or NASD rules or policies. These sanctions are communicated via violation letters and may vary depending on the severity of the violation, if a record of previous violations exists and/or the violation was self-reported. Examples of potential sanctions include (but are not limited to):

o a written reminder about the rules (with a copy to the individual's manager)
o notification to your broker to freeze your account from any buy-side trading. This is a typical sanction if you fail to move your account(s) to one of the three limited choice brokers - Ameriprise Financial Brokerage, Schwab, or Merrill Lynch. The account could then be used only for transfers and liquidations.
o prohibition against personal trading for a specific period of time
o forfeiture of trading profits
o monetary fine
o negative impact on the individual's bonus or other compensation and or performance rating
o termination

A written record of each violation and sanction is maintained by Personal Trade Compliance.

Unusual Trading Activity

The Personal Trade Committee and your department head review your personal trading activity regularly. We may ask to review specific transactions with you or your broker if clarification is necessary. You may also be asked to supply Personal Trade Compliance with a written explanation of your personal trade(s). Examples of situations that may require a memo of explanation include, but are not limited to:

o violations of personal trading rules
o trades in a security shortly before our Investment Department trades in the same security on behalf of a client
o patterns of personal trading that are similar to your clients' trading
o significant changes in trading volume or consistently excessive trading volume
o patterns of short-term, in and out trading
o significant positions in illiquid securities
o a number of associated persons trading in the same security in the same time frame

24


Incremental Restrictions and Requirements for Investment Personnel
(see Investment Personnel definition on page 7)

60-Day Holding Period for Individual Securities*

Profiting from short-term trading is prohibited. You may not buy, then sell (or sell short, then cover the short) the same securities (or equivalent) within 60-calendar days, while realizing a gain. You must wait until calendar day 61 (Trade date + 60) to close out your position if you will be making a profit. When calculating the 60-day holding period, you must use the last-in, first-out (LIFO) method. We use LIFO for two main reasons:

o the purpose of the rule is to discourage short-term trading. A first-in, first-out (FIFO) or specific identification method could encourage short-term trading.
o application of a method other than LIFO could be very cumbersome and time-consuming.

Exceptions

The Firm grants three exceptions to this rule:

o Small Trade - defined as $10,000 or less of S&P 500 securities or ten option contracts in S&P 500 securities. There is a limit of one small trade exception per calendar month. Please indicate on your preclearance form "small trade exception". The small trade exception still requires you to obtain preclearance.

o Futures and Indices - due to the size and liquidity of certain markets, the following investment vehicles are exceptions to the 60-day holding period requirement and do not need to be precleared:

- financial futures (e.g., Treasury bond futures)
- stock index futures (e.g., S&P 500 index futures)
- currency futures (e.g., futures on Japanese Yen)

This exception also applies to options on futures and indices. Options on equities continue to be subject to the 60-day rule.

* This is separate from the 60-day holding period for Mutual Funds.

25


Incremental Restrictions and Requirements for Investment Personnel

o Financial Hardship - a financial hardship must be an "immediate and heavy financial need" and must be a situation where funds are not readily available from other sources. Financial hardships must meet the criteria outlined in the Ameriprise Financial 401(k) Plan. Hardships are further subject to the following stipulations:

o The amount traded may not exceed the amount required to meet the financial hardship, though the trade amount may include an amount for anticipated income taxes and tax penalties. Please consult with your tax advisor for advice.

o You must receive approval from Personal Trade Compliance before a hardship trade. Begin by calling Personal Trade Compliance at 612-671-5196 for assistance. You will need to put your request in writing and to route it to Personal Trade Compliance. You will receive a response within two business days.

o Your request may not be approved if the standards outlined above are not met.

If you have questions about the 60-day holding period please contact us by sending a Lotus Note to "Personal Trading" or call 612-671-5196 before you execute.

26


Incremental Restrictions and Requirements for Investment Personnel

Research Analysts: Additional Rules

Research Analysts must conduct their personal trading activities in a manner such that transactions for an analyst's customers, clients, and employer have priority over transactions in securities or other investments of which he or she is the beneficial owner. In order to clarify how Research Analysts at Ameriprise Financial should comply with this requirement, please note the following:

o All new investment recommendations or changes in recommendations should be communicated immediately in writing through, for example, Vision and Blackrock. Other appropriate means of communication should be used in addition to Vision and Blackrock to facilitate broad and immediate dissemination of the recommendation. In all cases, the analyst must document their investment recommendations in writing in the form required by their leader.

o Analysts should not trade a security in their own account if they anticipate issuing a new recommendation or changing an existing recommendation on the same security.

o Analysts should not trade in a security for their own account contrary to their current recommendation with respect to the security or rating.

o Analysts should not trade in a particular security in their own account for a period of 2 business days after a written recommendation with regard to that security is disseminated through Vision and Blackrock or by other means.

27


Incremental Restrictions and Requirements for Investment Personnel


Offices Using Team Management Approach

In an effort to remain consistent across offices who use a team-based approach where research analysts and others are actively involved in portfolio management discussions and decisions, the 7-day blackout rule (see page 29 of this Investment Adviser Code of Ethics) will apply to all personnel in those offices. Note that this process does not take the place of the standard preclearance process but is in addition to preclearance.

Looking Back 7 Days

To avoid a potential violation, each time an Investment Access Person wants to make a personal trade he or she should check with their local Compliance Officer, to make sure there has been no trading in the security for a portfolio advised account (for that particular office) in the past 7 days. If there has been a trade in the past 7 days and the Investment Access Person proceeds to trade prior to the 8th calendar day, this trade will be considered a violation.

Looking Ahead 7 Days

To avoid a potential violation, we recommend that the Investment Access Person communicate with each of the Portfolio Managers about the potential trade to determine whether the Portfolio Manager anticipates any activity in that security in the next 7 days within the portfolio. When an Investment Access Person's personal trade in a name occurs within the 7-day window before a trade in the same name for an advised account, this will be flagged as a potential violation. The Compliance Officer will then determine from the Portfolio Manager whether the individual who conducted the personal trade was privy to the information about the impending advised account trade. The accountability will be on the Investment Access Person to explain why the personal trade should not be considered a violation.

If you have any questions about the process, contact your local Compliance Officer.

28


Incremental Portfolio Manager Requirements and Restrictions

7-Day Blackout Period

Portfolio managers are not allowed to buy or sell a security during the seven-day blackout period, which is defined as:

o trade date less seven calendar days before and trade date plus seven calendar days after a fund or account they manage trades in that same (or equivalent) security. This means a portfolio manager must wait until calendar day 8.

For example, a portfolio manager's fund trades XYZ Co. on August 12. The last day for a personal trade of XYZ Co. is August 4 and the next day a personal trade can be made is August 20.

This rule includes all individual portfolio trades as well as program trades, except for pattern accounts.

Exceptions

The Firm grants two exceptions to this rule:

o Small trades - defined as $10,000 or less of S&P 500 securities or ten option contracts in S&P 500 securities. There is a limit of one small trade exception per calendar month. Please indicate on your preclearance form "small trade exception". The small trade exception still requires you to obtain preclearance.

o Futures and Indices - due to the size and liquidity of certain markets, the following investment vehicles are exceptions to the 7-day blackout period rule and do not need to be precleared:

o financial futures (e.g., Treasury bond futures)
o stock index/futures (e.g., S&P 500 index/futures)
o currency futures (e.g., futures on Japanese Yen)

This exception also applies to options on futures and indices. Options on equities continue to be subject to the 7-day blackout rule.

If you have questions about how the 7-day blackout rule applies to a trade you are considering, please contact us by sending a Lotus Note to "Personal Trading" or call 612-671-5196 before executing your trade.

29


Incremental Portfolio Manager Requirements and Restrictions

Preclearance of Proprietary Mutual Fund Trades

Equity portfolio managers (including associate portfolio managers) and fixed-income sector leaders and managers must obtain prior approval - known as preclearance - when buying or redeeming or otherwise trading in shares of any Proprietary Mutual Fund for which the portfolio manager or sector leader's or manager's team manages at least part of the portfolio. The Senior Vice President-Fixed Income and the CIO must obtain preclearance when trading in shares of any Proprietary Mutual Fund. Approvals must be obtained in writing from the CIO and from Personal Trade Compliance prior to investing.

When requesting preclearance, you must follow these procedures:

How to obtain approval - Write an explanation of the investment and submit the request to the CIO (except that, for investments by the CIO, the CIO should send the request directly to "Personal Trading" via Lotus Notes). Included in the request should be an explanation of:

o The Mutual Fund you intend to purchase or sell

o The date of your last transaction in the Mutual Fund

o Your certification that the transaction will not result in a 60-day holding period violation in any accounts where you have a beneficial interest.

o Your certification that the transaction will not result in the use of material non-public information relating to the portfolio contents or pricing of the Proprietary Mutual Fund.

How Proprietary Mutual Fund transactions are approved - The CIO will approve or reject your request, and return the request to you. If approval is granted, send the request along with the CIO's approval to "Personal Trading" via Lotus Notes.

Personal Trade Compliance will respond to you, requesting any additional information or further documentation needed to make a decision. Upon receipt of all necessary documentation, Personal Trade Compliance will then confirm in writing whether you can engage in your transaction

If you have questions about how the Proprietary Mutual Fund approval process applies to a transaction you are considering, please contact us by sending a Lotus Note to "Personal Trading" or call 612-671-5196 before you invest.

Exceptions:

o Automatic Investment and Withdrawal Programs - automatic investment and withdrawal programs such as payroll deduction programs are subject to the Proprietary Mutual Fund preclearance requirement only at the time such a program is established or modified.

30


Responsibilities of the Chief Compliance Officer, or their delegate, related to Personal Trading

Process and Responsibility

The Chief Compliance Officer, or their delegate, has primary responsibility for enforcing the Code. The Personal Trade Committee (PTC) reviews all alleged personal trading violations and any sanctions applied. If the alleged violator is the Chief Compliance Officer, the matter must be reported to the PTC and the General Counsel of the firm.

Opportunity to Respond

A person charged with a violation of the Code shall have the opportunity to appear before the person or persons enforcing the Code and to respond to all charges, orally or in writing.

Initial Holdings Report; Annual Holdings Report

The Chief Compliance Officer, or their delegate, shall review and maintain all initial and annual holdings reports. Completion of the review shall involve such considerations as the Chief Compliance Officer, or their delegate, deems necessary to enforce the provisions and intent of this Code.

Quarterly Personal Trading Reports

The Chief Compliance Officer, or their delegate, shall review and maintain all quarterly transaction reports. Completion of the review shall involve such considerations as the Chief Compliance Officer, or their delegate deems necessary to enforce the provisions and intent of this Code.

Pre-Clearance

The Chief Compliance Officer, or their delegate, shall review and approve or disapprove all Access Person requests to pre-clear securities transactions. Such review shall involve such considerations as the Chief Compliance Officer, or their delegate, deems necessary to enforce the provisions and intent of this Code.

Violations or Suspected Violations

If the Chief Compliance Officer, or their delegate becomes aware of a violation or suspected violation of the Code as a result of such review, the Chief Compliance Officer, or their delegate, shall take whatever steps deemed necessary to enforce the provisions of the Code, including consulting with outside counsel.

Record Retention

Records are required to be kept for seven years (a minimum of two years on site).

31


Ameriprise Financial Insider Trading Policy

Ameriprise Financial's Statement of Policy and Procedures with Respect to the Receipt and Use of Material Non-Public Information

This statement represents the policy of Ameriprise Financial with regard to the receipt and use of material non-public information. If you have any questions or comments about this policy, please contact either the General Counsel's Office (the "GCO") or the Compliance Department. For Investment Access Persons, this policy is supplemented by the Policy and Business Procedures Regarding Insider Trading, Restricted List and Information Walls.

A. General

Ameriprise Financial prohibits any associated person from trading on the basis of or otherwise misusing material non-public ("inside") information. Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 make it unlawful for any person or corporate insider, while in the possession of material non-public ("inside") information, to trade or to recommend trading in securities,or to communicate the material non-public information to others.

In light of the above and in compliance with the requirements of Section 204A of the Investment Advisers Act of 1940 (the "Advisers Act'), Rule 206(4)-7 enacted thereunder and the Insider Trading & Securities Fraud Enforcement Act of 1988 (the "Enforcement Act"), Ameriprise Financial has consistently maintained the policy that associated persons possessing material nonpublic information must not (a) use such information to obtain profits, mitigate losses or otherwise secure benefits for Ameriprise Financial, any of its affiliates or clients, themselves or others, (b) engage in transactions or make recommendations on the basis of such information, or (c) disclose such information to others.

B. What is "Material Non-Public Information"?

Generally, it includes material information about an issuer (including a government entity) or the market for the issuer's securities that has not been disclosed generally to the marketplace. In addition to coming from the issuer, material non-public information can come from persons with access to the information, including not only the issuer's officers, directors and other employees, but also among others its auditors, investment bankers and attorneys. Material non-public information may also be obtained by happenstance, e.g., from social situations, business gatherings, overheard conversations, misplaced documents and tips from insiders or other third parties.

1. Material Information. Information is "material" if its dissemination is likely to affect the market price of any of the company's or other issuers' securities or is likely to be considered important by reasonable investors, including reasonable speculative investors, in determining whether to trade in such securities. Information may or may not be material, depending on its specificity, its magnitude, its reliability and the extent to which it differs from information previously publicly disseminated.

32

Though there is no precise, generally accepted definition of materiality, information is likely to be material if it relates to significant changes affecting matters such as:

o Dividend or earnings expectations;
o Changes in previously released earnings estimates;
o Write-downs or write-offs of assets;
o Additions to reserves or bad debts or contingent liabilities;
o A significant increase or decrease in orders;
o Expansion or curtailment of company or major division operations;
o Proposals or agreements involving a joint venture, merger, acquisition, divestiture;
o A purchase or sale of substantial assets;
o New products or services;
o Exploratory, discovery or research development;
o Criminal indictments, civil litigation or government investigation;
o Disputes with major suppliers or customers;
o Labor disputes including strikes or lock-outs;
o Substantial changes in accounting methods;
o Debt service or liquidity problems;
o Extraordinary borrowings;
o Bankruptcy or insolvency;
o Extraordinary management developments;
o Public offerings or private sales of debt or equity securities;
o Calls, redemptions or purchases of the company's own stock;
o Issuer tender offers;
o Recapitalizations;
o Competitive developments within the marketplace.

2. Non-public Information. Non-public information is information that has not been made available to investors generally. It includes information received in circumstances indicating that it is not yet in general circulation. It also includes situations in which the recipient knows or should know that the information could only have been provided directly or indirectly by the issuer or its insiders. For example, personnel at Ameriprise Financial may temporarily become insiders when an external source, such as a company or officer of a company, entrusts material non-public information in connection with a commercial relationship or transaction to an associated person of Ameriprise Financial with the expectation that the information will remain confidential. In order for non-public information to become public, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.

To show that material information is public, you should be able to point to some fact verifying that the information has become generally available. For example, disclosure in a national business and financial wire service, by a news service, or in a publicly disseminated disclosure document would all be sufficient to consider the information generally available. The circulation of rumors or "talk on the street," even if accurate and widespread does not constitute the requisite public disclosure.

Material information disclosed only to institutional investors or to a fund analyst or a favored group of analysts generally may retain its status as non-public information and must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. As long as any material component of the inside information has yet to be publicly disclosed, the information is non-public and a a a trade based on, or sharing of such information is prohibited.

33

3. Information Disclosed in Breach of a Duty (Tipper and Tippee Liability). Associated persons of Ameriprise Financial must be wary of material non-public information disclosed in breach of a corporate insider's fiduciary duty. Even when there is no expectation of confidentiality, you may become an insider upon receiving material non-public information in circumstances in which you know or should know that a corporate insider is disclosing information in breach of the fiduciary duty he or she owes his or her company and its shareholders. Whether the disclosure is an improper "tip" that renders the recipient a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by the corporate insider, the requisite "personal benefit" is not limited to a business or future monetary gain. Rather, a prohibited personal benefit may include a reputational benefit, an expectation of a quid pro quo from the recipient or the recipient's employer, or an intention to benefit the recipient or the recipient's employer by sharing the material non-public information.

Given the potentially severe regulatory, civil and criminal sanctions to which you, Ameriprise Financial and other associated persons of Ameriprise Financial could be subject, if uncertain as to whether the information you possess is material non-public information, you should immediately contact Legal or Compliance. Pending a final determination in consultation with Legal and/or Compliance, the information should be treated as material non-public information that cannot otherwise be communicated to any other person or misused.

C. Criminal and Civil Penalties and Regulatory Sanctions for Insider Trading

Penalties for misusing material non-public information are severe. Depending on the circumstances and the adequacy of the relevant procedures, the associated person involved, his or her supervisor, Ameriprise Financial's principals, officers, directors and other supervisory personnel could all face substantial regulatory, civil and criminal sanctions.

For example, associated persons of Ameriprise Financial who either trade on inside information or become subject to tipper or tippee liability are subject to the following penalties:

1. A civil penalty of up to three times the profit gained or loss avoided;
2. A criminal fine of up to $5,000,000; and
3. A jail term of up to 20 years.

Furthermore, Ameriprise Financial and its supervisory personnel, if they fail to take appropriate steps to prevent insider trading, are subject to the following penalties:

1. A civil penalty of up to $1,000,000 or, if greater, three times the profit gained or loss avoided as a result of the associated person's violation; and

2. A criminal penalty of up to $2,500,000 for individuals and up to $25,000,000 for Ameriprise Financial.

Finally, violations of insider trading laws could result in civil injunctions and a suspension or permanent bar from the securities industry. In addition to the criminal, civil and regulatory penalties described above, any associated person who is found to have violated these rules or who is found to have violated a federal or state securities law or regulation related to the misuse of material non-public information will be subject to serious sanctions by Ameriprise Financial, including termination of employment.

34

D. Prohibitions Regarding Misuse of Material Non-Public Information

Listed below are certain prohibitions regarding the misuse of material non-public information. Anyone who knows or has reason to suspect that these prohibitions have been violated must bring such actual or potential violation to the immediate attention of Compliance. These prohibitions are not intended to be exhaustive, but instead are listed to provide examples of the types of situations likely to raise significant issues with respect to the misuse of inside information. No director, officer, principal or associated person of Ameriprise Financial shall do any of the following:

o Purchase or sell or recommend or direct the purchase or sale of a security for any client or any client's account managed by Ameriprise Financial (including accounts owned by Ameriprise Financial) or for any other person while in possession of material non-public information relevant to that security.

o Take advantage of material non-public information to purchase or sell or recommend or direct the purchase or sale of any security for his or her own account, for any account over which he or she has a direct or indirect beneficial interest (including an account held by or for any family member or family-related trust).

o Subject to relevant procedures (including this Personal Trading Code of Ethics and the Policy and Business Procedures Regarding Restricted List and Information Walls), disclose material non-public information to any person, unless such disclosure is both authorized and necessary to effectively carry out the project or transaction for which Ameriprise Financial has been approached or engaged.

o Engage in tipping or recommending, whether formally, informally, orally or in writing, the purchase or sale of any security based on material non-public information relevant to that security.

o Give consideration to any material non-public information furnished by any broker-dealer when recommending the allocation of brokerage to any broker-dealer.

o Trade for his or her personal account with the expectation that an account managed by Ameriprise Financial will soon trade in the same security (otherwise known as front-running).

35

Appendix A: Request for Personal Trading Preclearance

Request for Personal Trading Preclearance


A. Request for Trade Approval (completed by Investment Access Person):

Last First Middle Name: ___________________ Name: _______________________ Initial: ______

Extension: ______________ Fax Number: ______________________________

Brokerage Firm: Approved |_| AMP Brokerage |_| Merrill Lynch |_| Schwab |_| Exception: ____________


(specify firm name)

Account Number: ___________________________

Type of Trade:    |_|  Buy                     When trading options, you must
                  |_|  Sell                    preclear the underlying security.
                  |_|  Short Sale
                                               Preclearance is only effective

Ticker (for options, use underlying):_________ for the day it is given.


B. Trade Authorization (completed by preclearance group)

Equity/option authorized?                            |_|  Yes          |_|  No
Equity/option traded same day?                       |_|  Yes          |_|  No
Equity/option traded previous day opposite way?      |_|  Yes          |_|  No

Request Approved? |_| Yes |_| No

Approved by: ______________________ Date/Time (EST): __________________

Log Number: ______________________


C. Trade Execution (completed by Investment Access Person)

|_| Trade Executed                                |_| Trade Not Executed

-------------------------- ---------------------- ------------------------------

Quantity:  ___________     Price: ___________
-------------------------- ---------------------- ------------------------------

Three Step Preclearance Request Process

1. INVESTMENT ACCESS PERSON: Complete Section A - Request for Trade Approval and fax Request for Personal Trading Preclearance to the preclearance group at (612) 671-5101 between 8 AM and 3 PM Central Standard Time.

2. PRECLEARANCE GROUP: Section B - Trade Authorization will be completed and faxed back to Investment Access Person.

3. INVESTMENT ACCESS PERSON: Complete Section C - Trade Execution and fax
(612) 678-0150 or route (H26/1880) a copy of the completed Request for Personal Trading Preclearance to Personal Trade Compliance immediately, regardless of whether or not the trade is executed.

Please refer to pages 17-19 of the Investment Adviser Code of Ethics for Investment Access Persons for questions regarding preclearance requirements.

Appendix A.1


Appendix B: Initial Personal Account and Holdings Disclosure


Initial Personal Account and Holdings Disclosure Completion Instructions Investment Access Persons

Below are the steps for completing the Initial Personal Account and Holdings Disclosure ("Initial Certification") Form found on pages B.2 and B.3:

1. Write your name, Social Security number, ID number, and Routing number on the top portion of the form.

2. Check the appropriate box in Section 1.
o If you check YES in Section 1, complete all requested information in Sections 2 and 3.
o If you check NO in Section 1 and you do not have accounts, but you do have holdings (i.e. physical stock certificate) to report, complete Sections 2 and 3.
o If you check NO in Section 1 and you have no accounts and no holdings to report, complete Section 3.
o Please note: A Brokerage Account is an account held at a licensed brokerage firm in which securities are bought and sold (e.g., stocks, bonds, futures, options, Mutual Funds). This includes employer-sponsored incentive savings plans.

3. In Section 2, state the firm name, account number, and type of ownership. If securities are held outside of a Brokerage Account (i.e. physical stock certificate), enter "n/a" in the firm name field.
o Direct: You are the owner of the account (i.e., joint, individual or IRA ownership).
o Indirect: Accounts in which you have a beneficial interest (see definition below), and that are registered in another person's name. This includes members of your household (e.g., spouse, partner, minor children, etc.).
o Club: You are a member of an investment club.
o Advised: You have another arrangement where you give advice and also have a direct or indirect ownership.
o Managed: You have no discretion over the investments in the account.

4. Sign and date the form in Section 3.

5. Return pages B.2 and B.3 to Personal Trade Compliance (H26/1880) within 5 business days. This is very important due to regulatory timing obligations.

ADDITIONAL INFORMATION

o You must complete and return this form even if you have no accounts or holdings to disclose.
o Brokerage Accounts: You must disclose all Brokerage Accounts you own or in which you have a beneficial interest. This includes Ameriprise Brokerage and accounts held with any other broker.
o Mutual Funds: You must disclose all proprietary (RiverSource) and non-proprietary (non- RiverSource) Mutual Funds held direct-at-fund, including variable annuities and variable life insurance.
o 401(k)s: Reporting is required for any 401(k), 403(b), or employer-sponsored incentive savings plan held by the associated person. For a 401(k) held by a spouse/partner (who is not also associated with Ameriprise), report all holdings excluding non-proprietary funds.
o Beneficial Interest: You must disclose accounts in which you have a beneficial interest. This includes accounts held in the name of you, your spouse/partner, or any financially dependent member of your household. Additionally, beneficial interest extends to the following types of accounts if you, your spouse/partner or financially dependent member of your household:
o Is a trustee or custodian for an account (e.g., for a child or parent)
o Exercises discretion over an account via a power of attorney arrangement, as an executor of an estate after death, or through providing investment advice for compensation
o Owns an IRA
o Participates in an investment club
o Has another arrangement substantially equivalent to direct or indirect ownership. NOTE: If none of the above beneficial interest situations apply and you are solely the beneficiary on an account, you do not need to disclose that account.

For questions about securities that you are responsible for disclosing, see pages 17-19 of the Investment Adviser Code of Ethics for Investment Access Persons

Appendix B.1



Initial Personal Account and Holdings Disclosure Form Investment Access Persons

------------------------------------ -------------------------------------------
Name:                                Social Security #:
------------------------------------ -------------------------------------------
ID Number:                           Routing #:
------------------------------------ -------------------------------------------


Section 1

Do you or any members of your household have any brokerage or Mutual Fund account(s) (including Ameriprise Brokerage Accounts) in which you have a direct or indirect beneficial interest, advise for others, have managed by another person(s), or participate in as a member of an investment club?

[ ] YES If yes, complete Section 2 listing all accounts including Ameriprise Brokerage, Schwab or Merrill Lynch and all holdings within those accounts. Then complete Section 3.

[ ] NO If you do not have accounts but you have holdings to report please fill out Sections 2 and 3. If you have no accounts and no holdings to report, please complete Section 3.


Section 2

ACCOUNT/HOLDINGS DETAIL

o Please complete all columns.
o Initial page B.3 if submitting electronically; sign page B.3 if submitting a hard copy.
o If submitting electronically, please send via e-mail to personal.trading@ampf.com.
o If submitting a hard copy, please send to Personal Trade Compliance, H26/1880.
o Please return this form to Personal Trade Compliance within 5 days. This is very important due to regulatory timing obligations.

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------
Brokerage Firm Name or             Security Description:            Account         Ownership Type /  SSN         Quantity
Institution Name where          Name or ticker symbol                Number         (D, I, C, A, M)*              Shares or
securities are held. If         (or CUSIP) of Security                              NOTE: Only input the Social   amount
securities are not held in an                                                       Security number if different
account, input  N/A                                                                 from your own
------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

------------------------------- ----------------------------- --------------------- ----------------------------- ---------------

* D = Direct; I = Indirect; C = Club; A = Advised; M = Managed. For Ownership Type definitions, see page B.1.

If more space is needed, attach the additional information on a separate page. Please sign and date any attached sheets.

Appendix B.2



Section 3

List any for-profit companies for which you are a member of the Board of Directors (if none, please indicate):






Section 4

By signing this document, I am certifying that:

o The accounts listed above are the only accounts in which I have a direct or indirect beneficial interest at this time.

o I understand that failure to completely disclose all of my Brokerage Accounts and Mutual Fund accounts to Personal Trade Compliance may result in sanctions, which could lead to termination.

o The securities listed above are the holdings I have at this time. I understand that failure to completely disclose all of my holdings to Personal Trade Compliance may result in sanctions, which could include termination.

o If I have one or more managed accounts, I do not have trading discretion for the accounts.

o I have completely filled out this certification form so a letter authorizing duplicate confirmations and statements can be sent to my broker until my accounts have been transferred to one of the three limited choice brokerage firms.

o I understand that failure to completely disclose all of my security holdings to Personal Trade Compliance or failure to complete this form by the required due date may result in sanctions, which could include termination.

o I will not participate in market timing of any Mutual Fund.

o If I open any new Brokerage Accounts I will notify Personal Trade Compliance in writing by filling out a Brokerage Account Notification form before the first trade is conducted.

o I have read and understand the Ameriprise Financial Insider Trading Policy and Investment Adviser Code of Ethics document and will abide by them.

_________________________________________             ____________________
Signature                                             Date


Return to:  Personal Trade Compliance-- H26/1880

                                                                    Appendix B.3

Appendix C: Brokerage Account Notification Form


Brokerage Account Notification Form Process

On the following page is the Brokerage Account Notification Form that is required to be completed if you--or an immediate family member--maintains an external Brokerage Account. The brokers other than Ameriprise Financial Brokerage that are allowed at this time are Schwab or Merrill Lynch only.

Please be sure to:

o Fill out the Personal Information Section.

o Fill out the Brokerage Account Information Section.

o Please send the form to Personal Trade Compliance H26/1880 no later than 5 days after receiving this packet.

Reminder: Please submit this form prior to any trading

If you have questions, please send a Lotus Note to "Personal Trading" or call the Personal Trade Hotline at 612-671-5196.

Appendix C.1


                  ***This is not an account transfer form and will not cause your securities to move***

------------------------------------------------------------------------------------------------------------------------------------
                                           BROKERAGE ACCOUNT NOTIFICATION FORM

When to use this form: Complete this form when opening any new Brokerage Account (including new accounts opened to support an
                       account transfer).
------------------------------------------------------------------------------------------------------------------------------------

STEP 1:  COMPLETE PERSONAL INFORMATION SECTION

     ------------------------------------------------- -----------------------------------------------------------------------------
     Your Name (First and Last)
     ------------------------------------------------- -----------------------------------------------------------------------------
     ID Number (eg., E12345) / Position                [ ] Corporate Office   [ ] Advisor   [ ] Field Employee
     ------------------------------------------------- -----------------------------------------------------------------------------
     Social Security Number
     ------------------------------------------------- -----------------------------------------------------------------------------
     Field or Corporate Office Routing
     ------------------------------------------------- -----------------------------------------------------------------------------

STEP 2:  COMPLETE BROKERAGE ACCOUNT INFORMATION SECTION

     ------------------------ --------------------- ------------------------- ------------- ----------------------------------------
                                                                                                   Broker Dealer (choose one)
                                                                                            -------------- ------------ ------------
     Name on Account          Account Number        Social Security Number    Ownership *    Ameriprise      Charles      Merrill
                                                                                              Financial      Schwab        Lynch
                                                                                              Brokerage
     ======================== ===================== ========================= ============= ============== ============ ============

     ------------------------ --------------------- ------------------------- ------------- -------------- ------------ ------------

     ------------------------ --------------------- ------------------------- ------------- -------------- ------------ ------------

     ------------------------ --------------------- ------------------------- ------------- -------------- ------------ ------------

     ------------------------ --------------------- ------------------------- ------------- -------------- ------------ ------------

     ------------------------ --------------------- ------------------------- ------------- -------------- ------------ ------------

     ------------------------ --------------------- ------------------------- ------------- -------------- ------------ ------------
         *  E.g. Individual, Joint, IRA, UTMA/UGMA, spousal IRA, etc.

STEP 3:  SUBMIT COMPLETED FORM TO PERSONAL TRADE COMPLIANCE

     -------------------------------------------------------------------------------------------------------------------------------
          A.  To submit via Interoffice mail, send to Personal Trade Compliance, H26 / 1880.
     -------------------------------------------------------------------------------------------------------------------------------
          B.  To submit via Lotus Notes, attach completed form and send to "Personal Trading".
     -------------------------------------------------------------------------------------------------------------------------------

                                                                                                                        Appendix C.2


Appendix D: Limited Choice Exception Request

Limited Choice Exception Request

Complete this form if one of the situations described below applies to you and you wish to request an exception to the limited choice policy of conducting trading through one of the three authorized firms.

Exception Policy - The typical kinds of situations for which Personal Trade Compliance expects exception requests include:

A. spouse accounts where your spouse works for a broker/dealer firm that prohibits outside accounts (supporting documentation to include copy of other firm's policy)
B. non-transferable limited partnership interests held prior to implementation of limited choice policy (supporting documentation to include copies of statements reflecting these holdings) Note: Other holdings and trading would remain subject to limited choice.
C. managed accounts where, e.g., you have authorized broker to exercise investment discretion on your behalf and you have no discretion over what specific securities are traded in account (supporting documentation to include: power of attorney document signed by you and written representations from you and from broker that you have no trading discretion.) You will be required to re-certify annually.


Section 1. Request for Exception (completed by you, please print)

Your Name: ID Number: Routing:

[ ] CORPORATE OFFICE [ ] ADVISOR [ ] FIELD EMPLOYEE

Exception type described above (also attach supporting documentation):

|_| A
|_| B
|_| C
|_| Other - explain in sufficient detail on an attachment


Broker Name: Account #

Account Ownership (Name on Account):


Your Signature Social Security # Date


Section 2. Exception Review (completed by Personal Trade Compliance)

|_| Request on hold, more documentation needed - Please provide:

|_| Request Denied

|_| Request Approved

----------------------------------------------------------------------------
1st Level Approval                                        Date


----------------------------------------------------------------------------
2nd Level Approval                                        Date


                                                                    Appendix D.1


BlackRock, Inc.

Code of Business Conduct and Ethics

Introduction

BlackRock, Inc. and its subsidiaries (collectively, "BlackRock" or the "Company") have maintained a reputation for conducting their business activities in the highest ethical and professional manner. Indeed, BlackRock's reputation for integrity is one of its most important assets and has been instrumental in its business success. Each BlackRock employee - whatever his or her position - is responsible for continuing to uphold these high ethical and professional standards.

This Code of Business Conduct and Ethics covers a wide range of business activities, practices and procedures. It does not cover every issue that may arise in the course of BlackRock's many business activities, but it sets out basic principles designed to guide employees, officers and directors of BlackRock. All of our employees, officers and directors must conduct themselves in accordance with this Code, and seek to avoid even the appearance of improper behavior.

Any employee who violates the requirements of this Code will be subject to disciplinary action. If you are in a situation which you believe may violate or lead to a violation of this Code, you should follow the guidelines described in
Section 14 of this Code.

1. Compliance with Laws and Regulations

BlackRock's business activities are subject to extensive governmental regulation and oversight. In particular, as an investment adviser and sponsor of investment companies and other investment products, BlackRock is subject to regulation under numerous U.S. federal and state laws (such as the Investment Advisers Act of 1940, the Investment Company Act of 1940, various state securities laws, ERISA, and the Commodity Exchange Act), as well as the laws and regulations of the other jurisdictions in which we operate. In addition, BlackRock is subject to regulation and oversight, as a public company, by the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange and, as an affiliated company of The PNC Financial Services Group, Inc. ("PNC"), the Federal Reserve Board.

It is, of course, essential that BlackRock comply with the laws and regulations applicable to its business activities. Although you are not expected to know the details of these laws and regulations, it is important to know enough about them to determine when to seek advice from supervisors and BlackRock's Legal and Compliance Department.

To assist in this effort, BlackRock has provided to all employees its Compliance Manual and various policies and procedures which provide guidance for complying with these laws and regulations. In addition, the Company holds information and training sessions, including annual compliance meetings conducted by BlackRock's Legal and Compliance Department, to assist employees in achieving compliance with the laws and regulations applicable to BlackRock and its activities.

In addition, as a public company, BlackRock is required to file periodic reports with the SEC. It is BlackRock's policy to make full, fair, accurate, timely and understandable disclosure in compliance with applicable rules and regulations in all periodic reports required to be filed by the Company.

1

2. 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 interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees, directors or their family members may create conflicts of interest.

Potential conflicts of interest also arise when a BlackRock employee, officer or director works 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, except as approved by BlackRock's General Counsel. In addition, potential conflicts of interests may arise between the interests of BlackRock on the one hand and the interests of one or more of its clients on the other hand. As an investment adviser and fiduciary, BlackRock has a duty to act solely in the best interests of its clients and to make full and fair disclosure to its clients.

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult your supervisor, the Company's General Counsel or another member of the Legal and Compliance Department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or a member of the BlackRock Legal and Compliance Department.

3. Insider Trading

Employees, officers and directors who have access to confidential information about BlackRock, our clients or issuers in which we invest client assets are not permitted to use or share that information for stock trading purposes or for any other purpose except the proper conduct of our business. All non-public information about BlackRock or any of our clients or issuers should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.

In this regard, BlackRock has adopted the BlackRock Insider Trading Policy and the BlackRock Advisory Employee Investment Transaction Policy. Under the Advisory Employee Investment Transaction Policy, BlackRock employees are required to pre-clear all advisory transactions in securities (except for certain exempt securities such as mutual funds and treasury bills). If you have any questions regarding the use of confidential information or any of the above securities trading policies, please consult a member of BlackRock's Legal and Compliance Department.

4. Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personal opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors or, in some cases, the General Counsel. No employee, officer or director may use corporate property, information, or position for improper personal gain, and no employee, officer or director may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

2

5. Competition, Fair Dealing and Gratuities

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. 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. We should each endeavor to respect the rights of and deal fairly with the Company's clients, vendors and competitors. No one in the course of conducting BlackRock's business should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with clients or vendors. No gift or entertainment should ever be offered, given, provided or accepted by any BlackRock employee, officer, or director, or members of their family unless it: (i) is not a cash gift, (ii) is consistent with customary business practices, (iii) is not excessive in value,
(iv) cannot be construed as a bribe or payoff and (v) does not violate any laws or regulations, including those applicable to persons associated with public or private pension plans, and those regulated by the NASD such as brokers or registered representatives. Additional guidance regarding gifts and gratuities is contained in the Compliance Manual and BlackRock's Travel and Entertainment Policy and Policy Regarding Entertainment and Gifts. Please discuss with your supervisor or General Counsel any gifts or proposed gifts which you are not certain are appropriate.

6. Discrimination and Harassment

The diversity of BlackRock's employees is a tremendous asset. BlackRock is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. In particular, it is BlackRock's policy to comply with the law by affording equal opportunity to all qualified applicants and existing employees without regard to race, religion, color, national origin, sex, age (over 40), disability, status as a Vietnam-era veteran or any other basis that would be in violation of any applicable ordinance or law. All personnel actions, including but not limited to recruitment, selection, hiring, training, transfer, promotion, termination, compensation, and benefits conform to this policy. In addition, BlackRock will not tolerate harassment, bias or other inappropriate conduct on the basis of race, color, religion, national origin, sex, disability, age (over 40), status as a Vietnam-era veteran or any other basis by a manager, supervisor, employee, customer, vendor or visitor that would be in violation of any applicable ordinance or law. BlackRock's Equal Opportunity Policy and other employment policies are available on the Company's internal website.

7. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to conduct its business and to make responsible business decisions. In addition, since BlackRock is engaged in a variety of financial services activities and is a public company, it is subject to extensive regulations regarding maintenance and retention of books and records.

Generally, all of BlackRock's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to BlackRock's system of internal controls.

3

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is proper, ask your supervisor or the Finance Department. BlackRock's Travel and Entertainment Policy is available on the Company's internal website.

Business records and communications often become public, and employees should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. Finally, in the event of litigation or governmental investigations, please consult BlackRock's Legal and Compliance Department regarding any specific record-keeping requirements or obligations.

8. Confidentiality

Generally, BlackRock employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or its clients, except when disclosure is authorized by the Legal and Compliance Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its clients, if disclosed. It also includes information that clients and other parties have entrusted to us. The obligation to preserve confidential information continues even after employment ends. All employees of BlackRock have signed a Confidentiality and Employment Policy which sets forth specific obligations regarding confidential information. Any questions regarding such Policy or other issues relating to confidential information, should be directed to a member of the Legal and Compliance Department.

9. Protection and Proper Use of BlackRock Assets

You should endeavor to protect BlackRock's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported to your supervisor or a member of the Legal and Compliance Department for investigation. Company technology, equipment or other resources should not be used for non-Company business, though incidental personal use may be permitted.

Your obligation to protect the Company's assets includes its 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. Unauthorized use or distribution of this information would violate Company policy, and it could also be illegal and result in civil and/or criminal penalties.

10. Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits offering or giving anything of value, directly or indirectly, to officials of foreign governments, foreign political candidates or foreign political parties in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country or secure any improper advantage. Guidance regarding the Act is contained in BlackRock's Foreign Corrupt Practices Act Policy.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in

4

violation of these rules would not only violate BlackRock's policy but could also be a criminal offense. Various state and local governments, as well as foreign governments, have similar rules regarding gratuities and payments.

Additionally, U.S. federal, state, and local laws as well as non-U.S. laws govern contributions to political candidates and parties, as well as the employment of former governmental personnel. Guidance regarding political contributions is contained in the Compliance Manual and BlackRock's Policy Regarding Political Contributions and Gifts to Public Officials.

11. Drugs and Alcohol

The Company prohibits the use, possession or distribution of illegal drugs by employees while working for BlackRock. Also, the Company prohibits any use of alcohol by employees that might affect their fitness for duty or job performance, the operations of the Company, and/or their security or safety or that of others. All newly hired employees must submit to a drug screening test on a timely basis and must pass it in order to be employed by BlackRock. A current employee may also be asked to submit to and pass drug screening and alcohol detection tests under certain circumstances.

12. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by BlackRock's Board of Directors or a committee of the Board and will be promptly disclosed as required by law or stock exchange regulation.

13. Reporting any Illegal or Unethical Behavior

You should talk to supervisors, managers or members of BlackRock's Legal Department about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. In addition, employees of BlackRock may utilize (on an anonymous basis if desired) the Employee Complaint Hotline in the United States, 1-800-714-4128; outside the United States, except France [AT&T USA Direct Access Number]1 + 800-714-4128, and in France, 0800-90-17-03) or by completing information set out on a link on BlackRock's internal website for reporting illegal, unethical or inappropriate business practices or conduct or violations of BlackRock's compliance policies. BlackRock will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment because of a report of misconduct by others made in good faith. Employees are expected to cooperate in internal investigations of misconduct.

The General Counsel of BlackRock will report material violations of this Code or the policies and procedures referenced herein to the Board of Directors of BlackRock (or a committee thereof) and to the Executive Committee of BlackRock.

14. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
1 AT&T U.S.A. Direct Access number can be found at www.usa.att.com/traveler/access_numbers/index.jsp or by going to BlackRock's internal website and clicking on the link to this site.

5

o Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

o Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to 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.

o 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 problem.

o 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 question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.

o Seek help from Company 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 office manager, your Human Resources manager or a member of BlackRock's Legal and Compliance Department. If you prefer to write, address your concerns to your Human Resources manager or the General Counsel of BlackRock, as appropriate.

o 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. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

o Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

15. Acknowledgement

Each employee of BlackRock is required to sign a written acknowledgement that he or she has received a copy of this Code, has carefully read the Code and will abide by its terms. A violation of this Code may be cause for significant sanctions including termination of employment.

Revised: September 30, 2006

6

Following is the Code of Ethics for The Capital Group Companies Inc. (Capital), which includes Capital Research and Management Company (CRMC), the investment adviser to the American Funds and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc. The Code of Ethics applies to all associates.

THE CAPITAL GROUP COMPANIES
CODE OF ETHICS

All of us within the Capital organization are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must always place the interests of clients and fund shareholders ahead of our own. Moreover, we should adhere to the spirit as well as the letter of the law and be vigilant in guarding against anything that could color our judgment.

Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of openness, integrity, honesty, and trust. Accordingly, we have adopted certain standards as described below for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate, timely, and understandable disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules, and regulations; 4) the prompt internal reporting of violations of our Code of Ethics; and 5) accountability for adherence to our Code of Ethics.

GENERAL GUIDELINES

Although specific Policies are discussed in more detail below, these are general guidelines that all Capital associates should be aware of:

- It is a crime in the U.S. and many other countries to transact in a company's securities while in possession of material non-public information about the company. If there is any question as to whether you've received material information (typically from a company "insider") you should contact any member of the legal staff to discuss.

- You should not knowingly misrepresent, or cause others to misrepresent, facts about Capital to clients, fund shareholders, regulators, or any other member of the public. Disclosure in reports and documents should be fair and accurate.

- You should not accept extravagant gifts or entertainment from persons or companies who are trying to solicit business from any of the Capital Group companies. Capital's Gifts and Entertainment Policy is summarized on pages 3-4.

- You may not accept negotiated commission rates or any other terms that you believe may be more favorable than the broker-dealer grants to accounts with similar characteristics.

Code of Ethics 1 December 2006


U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts.

GENERAL GUIDELINES, continued

- Safeguarding non-public information - All associates are responsible for safeguarding non-public information about securities recommendations and fund and client holdings (for example, analyst research reports, investment meeting discussions or notes, current fund/client transaction information). If you have access to such information, you will likely be subject to additional personal investing limitations under Capital's Personal Investing Policy.(1) Even if you are not a "covered person" under the Personal Investing Policy, certain general principles apply to you, and you should not trade based on any Capital company's confidential, proprietary investment information where fund or client trades are likely to be pending or imminent.

- Other types of information (for example, marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital companies).

EXCESSIVE TRADING OF CAPITAL-MANAGED FUNDS

You should not engage in excessive trading of the American Funds or any other Capital-managed investment vehicles worldwide to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. Note that this applies to your spouse and any other immediate family members residing in your household.

BAN ON PARTICIPATION IN IPOS

Capital associates and their immediate family members residing in their household may not participate in Initial Public Offerings (IPOs). Although exceptions are rarely granted, they will be considered on a case-by-case basis, for example, where a family member is employed by the IPO Company and IPO shares are considered part of that family member's compensation. (You may contact the staff of the Personal Investing Committee if you would like to request an exception.)

LIMITATION ON SERVICE ON BOARDS

Associates are discouraged from serving on the board of directors or advisory board of any public or private company (this does not apply to boards of Capital companies or funds). You must receive approval prior to serving on a board, except for boards of charitable organizations or other nonprofit organizations. In addition, certain associates will be sent a form annually and asked to disclose board positions held by the associate or his/her spouse.


(1) Note: If you have access to non-public information regarding securities recommendations and holdings but you are not currently considered "covered" under the Personal Investing Policy (i.e., you do not receive a reporting form each quarter), you should contact the staff of the Personal Investing Committee to discuss.

Code of Ethics 2 December 2006


FAILURE TO ADHERE TO OUR CODE OF ETHICS MAY RESULT IN DISCIPLINARY ACTION BEING TAKEN, INCLUDING TERMINATION.

ANNUAL CERTIFICATION OF CODE OF ETHICS

Each associate will receive a copy of the Code of Ethics annually and is responsible for certifying in writing that they have read and understood the Code.

REPORTING VIOLATIONS

You have a responsibility to report any violations of our Code of Ethics, including: (i) fraud or illegal acts involving any aspect of our business;
(ii) noncompliance with applicable laws, rules and regulations; (iii) intentional or material misstatements in our regulatory filings, internal books and records or client records or reports; or (iv) activity that is harmful to our clients or fund shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.

You can report confidentially to:

- Your manager or department head

- Capital Audit Committee

- Any lawyer employed by the Capital organization

CONFLICTS OF INTEREST

GIFTS AND ENTERTAINMENT POLICY

A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept
(or give) gifts worth more than U.S. $100.00, or accept (or give)
excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. In addition, a business entertainment event exceeding U.S. $250.00 in value should not be accepted (or given) unless the associate receives permission from his/her manager or supervisor AND the Gifts and Entertainment Policy Committee.

Gifts or entertainment extended by a CG associate and approved by the associate's manager for reimbursement do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate's manager. When giving a gift or extending entertainment on behalf of Capital, it is important to keep in mind that giving (or receiving) an extravagant gift or entertaining excessively or lavishly may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials - especially those responsible for investing public funds.

Code of Ethics 3 December 2006


GIFTS AND ENTERTAINMENT POLICY, continued

REPORTING

The limitations on accepting (or giving) gifts apply to all associates as described on the previous page, and all associates will be asked to fill out quarterly disclosures. You must report any gift exceeding U.S. $50.00 and business entertainment in which an event exceeds U.S. $75.00 (although it is recommended that you report all gifts and entertainment).

GIFTS AND ENTERTAINMENT POLICY COMMITTEE

The Gifts and Entertainment Committee oversees administration of and compliance with the Policy.

CHARITABLE CONTRIBUTIONS

In soliciting donations from various people in the business community, associates must never allow the present or anticipated business relationships of Capital or any of its affiliates to be a factor in soliciting such contributions.

POLITICAL CONTRIBUTIONS POLICY

MAKING POLITICAL CONTRIBUTIONS

One of the objectives of Capital's Code of Ethics is to ensure that conflicts of interest do not arise as a result of an associate's position at Capital. Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest because of the ability of certain office holders to direct business to Capital. For example, contributions to any person currently holding a city, county or state treasurer position or any candidate running for these offices may raise concerns. As a result, associates should not make contributions to any person currently holding these positions or running for these positions. Associates are also encouraged to seek guidance for contributions to other political offices that may have the power to influence the choice of a Capital company to manage or the American Funds as an investment option for public funds. These Policies also apply to an associate's spouse.

The Political Contributions Committee will evaluate questions relating to potential political contributions considering, among other things:
1) an associate's relationship with the candidate (i.e., is the relationship a personal or business one) and 2) the candidate's current or potential relationship with Capital.

Code of Ethics 4 December 2006


MAKING POLITICAL CONTRIBUTIONS, continued

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest issues as described above). Likewise, unless you are subject to the special "CollegeAmerica" requirements (described below), contributions to State Governor and State Representative positions and state political parties are permissible.

SPECIAL POLITICAL CONTRIBUTION REQUIREMENTS - COLLEGEAMERICA

Certain associates involved with "CollegeAmerica," the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any PAC contribution (Political Action Contribution) other than to IMPAC (the Investment Company Institute's PAC).

SOLICITING POLITICAL CONTRIBUTIONS

In soliciting political contributions from various people in the business community, you must never allow the present or anticipated business relationships of any Capital company to be a factor in soliciting such contributions.

OTHER CONSIDERATIONS

Please keep in mind that any political contributions you make or solicit should be viewed as personal. Therefore, you should not use Capital letterhead for correspondence regarding these contributions, and you should not hold fundraising events in Capital offices.

INSIDER TRADING

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines, and jail sentences.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Any associate who believes that he or she may have material non-public information should contact any Capital lawyer.

Code of Ethics 5 December 2006


PERSONAL INVESTING POLICY

As an associate of The Capital Group Companies, you may have access to confidential information. This places you in a position of special trust. You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics, and our own Policy place a heavy burden on all of us to ensure that the highest standards of honesty and integrity are maintained at all times.

There are several rules that must be followed to avoid possible conflicts of interest in personal investments. Keep in mind, however, that placing the interests of clients and fund shareholders first is the core principle of our Policies and applies even if the matter is not covered by a specific provision. The following is only a summary of the Capital Personal Investing Policy. Please refer to Capital's Personal Investing Policy for more detailed information about personal investing rules.

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearances and/or transactions.

The following provisions (pages 6-13) apply only to associates covered under the Personal Investing Policy, including additional rules that apply to investment associates.

COVERED PERSONS

You are a "covered person" if you have access to non-public investment information relating to current or imminent fund/client transactions. If you are a "covered person" you should be receiving quarterly personal investing disclosure forms. FOR PURPOSES OF THIS POLICY, "COVERED PERSONS" INCLUDE IMMEDIATE FAMILY MEMBERS LIVING IN THE SAME HOUSEHOLD.

Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This Policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate or an immediate family member is trustee or custodian. A conflict may occur if you, or a family member in the same household, or a trust or custodianship for which you or an immediate family member are trustee or custodian, have a transaction in a security when the funds or client accounts are considering or concluding a transaction in the same security.

If you have any questions regarding your coverage status, please contact the staff of the Personal Investing Committee.

INVESTMENT ASSOCIATES

"Investment associates" include portfolio counselors/managers, investment counselors, investment analysts and research associates, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants.

Code of Ethics 6 December 2006


PROHIBITED TRANSACTIONS FOR COVERED PERSONS

The following transactions are prohibited for covered persons:

- IPO investments

- Short sales of securities that are subject to preclearance

- Spread betting on securities

- Writing puts and calls on securities that are subject to preclearance

INITIAL DISCLOSURE OF PERSONAL HOLDINGS AND SECURITIES ACCOUNTS

New Capital associates who are covered by the Policy (AND ANY ASSOCIATE TRANSFERRING INTO A "COVERED" POSITION) must submit a list of their portfolio holdings and accounts (and the holdings/accounts of any immediate family member residing with them) WITHIN 10 DAYS of commencing employment (or transferring to a "covered" position.)

QUARTERLY REPORTING OF TRANSACTIONS

Covered persons must submit quarterly disclosure of certain transactions. If you are covered, you will receive reporting forms each quarter THAT ARE DUE NO LATER THAN 15 CALENDAR DAYS AFTER THE END OF THE QUARTER(2). Reports will be reviewed by the staff of the Personal Investing Committee. Transactions of securities (including fixed-income securities) or options must be precleared as described on pages 9-10 and reported except as outlined on pages 11.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS AND SECURITIES ACCOUNTS

Covered persons are required to disclose annually a list of their portfolio holdings and accounts (and the holdings/accounts of any immediate family members residing with them). Disclosure forms will be supplied for this purpose.

SECURITIES ACCOUNTS

DISCLOSURE OF SECURITIES ACCOUNTS

Accounts that currently hold securities must be disclosed. Examples of accounts that must be disclosed include:

- Firm (or bank) accounts holding securities

- American Funds (AFS) and Capital Bank and Trust (CB&T) accounts

- Firm (or bank) accounts holding American Funds

- Capital International Fund and Capital International Emerging Markets Fund accounts with JP Morgan Luxembourg or held with other firms


(2) For compliance purposes, only those signed and dated greater than 30 days past the end of the quarter will be considered "late."

Code of Ethics 7 December 2006


DISCLOSURE OF SECURITIES ACCOUNTS, continued

- Accounts holding GIG sub-advised funds and/or other Capital-affiliated funds, and accounts/plan numbers with insurance companies that sell variable annuities or insurance products that hold American Funds Insurance Series
(could be through a brokerage account or insurance contract)

- Employer-sponsored retirement or stock purchase accounts holding securities (ESPP, ESOP, 401(k), company stock funds, etc.)

- Direct investment/purchase accounts (e.g., DRP, transfer agent accounts, or LDO registrar accounts)

- PEP and ISA accounts that currently hold securities

- Discretionary accounts for which you have completely turned over investment decision-making authority to a professional money manager (other than PIM); i.e., you make no investment decisions regarding your account

- Investment clubs

DUPLICATE ACCOUNT STATEMENTS AND TRADE CONFIRMATIONS

Duplicate statements and trade confirmations (or equivalent documentation) are required for accounts currently holding securities that are subject to preclearance and/or reporting. This includes 401(k) and other retirement accounts with previous employers and excludes American Funds accounts where records are held at American Funds Service Company or Capital Bank and Trust. If an LDO associate participates in the LDO Personal Pension Plan with Friends Provident, these accounts are also excluded.

Covered persons should inform their bank, or securities firm, or money management firm that they are employed by an investment management organization. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics.

In addition, covered persons must direct their firm or bank to send duplicate trade confirmations and account statements (or other equivalent documentation) for all new or existing accounts, which hold reportable securities, on a timely basis to the appropriate address. If they are not able to send duplicates directly, you should submit copies of all trade confirmations and account statements (or other equivalent documentation) as soon as they become available.

ALL DOCUMENTS RECEIVED ARE KEPT STRICTLY CONFIDENTIAL AND ARE MAINTAINED BY
LAO LEGAL IN ACCORDANCE WITH APPLICABLE FEDERAL SECURITIES LAWS.(3)


(3) Information about particular transactions may be provided to an associate's supervisor or appropriate Human Resources manager by Personal Investing Committee staff where the transactions are in violation of the Policy, and may impact the associate's job performance or raise conflict of interest-related issues.

Code of Ethics 8 December 2006


DUPLICATE ACCOUNT STATEMENTS AND TRADE CONFIRMATIONS, continued

If your broker requires a letter requesting duplicate trade confirmations and monthly statements, please contact the staff of the Personal Investing Committee.

Note: If your broker will be sending confirmation statements for an immediate family member with a different last name than yours, please inform the staff of the Personal Investing Committee by calling the preclear line with the name of the family member and that person's relationship to you.

PROFESSIONALLY MANAGED (DISCRETIONARY) ACCOUNTS

If you have accounts where you have COMPLETELY turned over decision-making authority to a professional money manager (who is not covered by our Policy), you must disclose the existence of these accounts and provide the account information on your personal investing disclosure forms. You do not need to preclear or report securities transactions in these accounts.

SECURITIES TRANSACTIONS

PRECLEARANCE OF SECURITIES TRANSACTIONS

Covered persons must receive approval before buying or selling securities including (but not limited to):

- Stocks of companies (public or private, including purchases through private placements)

- Bonds (except U.S. government bonds or other sovereign government bonds rated AAA or Aaa or equivalent)

- Investments in venture capital partnerships and hedge funds

- Options on securities subject to preclearance

- Closed-end funds (including investment trust companies)

- ALL Exchange traded Funds (ETFs) or index funds not listed on the approved list (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts, Publikumsfonds, etc.). If the ETF or index fund is listed on the approved list, transactions are only subject to reporting.

- Debt instruments including derivative products and structured notes (even if the underlying pool of assets consists of securities that do not require preclearance, such as commodities, broad-based indexes, or currencies).

Note: U.S. government bonds or other sovereign government bonds rated AAA or Aaa or equivalent are not subject to preclearing and reporting

- Transactions in securities subject to preclearance in IRAs (or company-sponsored retirement accounts), in Personal Equity Plans (PEPs), and Individual Savings Accounts (ISAs) (available in the U.K. only) over which you have discretion

- Gifts of securities to individuals, including family members not covered under the Policy

Note: Gifts of securities to qualified charitable organizations are not subject to preclearance.

Code of Ethics 9 December 2006


PRECLEARANCE OF SECURITIES TRANSACTIONS, continued

Before buying or selling securities, covered persons must check with the staff of the Personal Investing Committee.

Preclear requests will be handled during the hours the New York Stock Exchange (NYSE) is open (generally 6:30am to 1:00pm Pacific Time).

You will generally receive a response within one business day. Unless a different period is specified, clearance is good until the close of the NYSE on the day that you request preclearance. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day. If you do not execute your transaction within this period, you must resubmit your preclearance request. Note that investments in private companies (e.g., private placements) and venture capital partnerships must be precleared and reported and are subject to special review. In addition, opportunities to acquire a stock that is "limited" (i.e., a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) would be subject to the Gifts and Entertainment Policy.

EXCEPTION FOR DE MINIMIS TRANSACTIONS

The de minimis exception is NOT available for associates who are considered investment associates or for CIKK associates (a CAPITAL company based in Tokyo). "Investment associates" include portfolio counselors/managers, investment counselors, investment analysts and research associates, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants.

All other covered associates may execute one single transaction (either a buy or a sell) of 100 shares or less per issuer per calendar month without preclearance. You must, however, still report these trades on your quarterly form. If you request preclearance and are denied permission, you may not execute a de minimis transaction in that issuer without preclearance for a period of seven calendar days. Larger or more frequent share transactions must be precleared.

REPORT ONLY TRANSACTIONS (NO NEED TO PRECLEAR):

You are required to report the following transactions, but you do not have to preclear these transactions:

- Purchases and sales of American Funds held outside American Funds Service Company (AFS) or Capital Bank & Trust (CB&T)

- Purchases and sales of Capital Affiliated Funds, except the American Funds

Note: The following transactions must be reported:

- LDO Pension Plan with Skandia

- Capital International Funds and Capital International Emerging Markets Fund with JP Morgan Luxembourg or held with other firms

Code of Ethics 10 December 2006


REPORT ONLY TRANSACTIONS (NO NEED TO PRECLEAR), continued

- Purchases and sales of GIG Advised/Sub-Advised Funds and Insurance Products

- Purchases and sales (including options and futures) of index funds or exchange traded funds that are on the pre-approved list of index funds/ETFs

- Participation in any CGII private equity fund/partnership

- De minimis transactions

- Distributions of stock from venture capital partnerships

- Capital calls of venture capital partnerships and hedge funds that have been pre-approved

- Securities received as a gift or through a bequest

- Securities given to charitable organizations or individuals not related to the associate or to the associate's immediate family

- Corporate Actions; for example:

- Name changes

- Splits and reverse splits

- Spin-offs, merger/acquisitions

- Tender offers

- Expiration of options and bonds matured, redeemed, or called

DO NOT PRECLEAR OR REPORT:

You do not need to preclear or report the following transactions:

- Investments in Capital's 401(k) or MRP

- LDO Pension Plan investments with Friends Provident

- Open-end investment funds except funds advised or sub-advised by any Capital company

- US & Canada mutual funds

- EU member states UCITS, whether in the corporate form (e.g., SICAVs, OEICs, etc.) or contractual form (e.g., FCP, Unit Trusts, Publikumsfonds, etc.)

- Swiss investment funds and investment companies open to the public

- UK & Singapore Unit Trusts

- Singapore open-end investment-linked funds other than Great Eastern and NTUC

- Japanese Investment Trust Funds

- Japanese Investment Company Funds

(Note: all other funds should be precleared and reported.)

- Money market instruments or other short-term debt instruments with maturities (at issuance) of one year or less that are rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization or unrated but of equivalent quality

- Direct obligations of the U.S. Government or bonds issued by sovereign governments outside the U.S. that are rated AAA or Aaa or equivalent

- Bankers' acceptances, CDs, or other commercial paper

- Currencies (including options and futures)

- Commodities

- Transactions in accounts for which you have completely turned over investment decision-making authority to a professional money manager

Code of Ethics 11 December 2006


ADDITIONAL POLICIES FOR "INVESTMENT ASSOCIATES"

The policies described in this section are specific to investment associates. "Investment associates" include portfolio counselors/managers, personal investment counselors, investment analysts and research associates, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants.

DISCLOSURE OF PERSONAL OWNERSHIP OF RECOMMENDED SECURITIES

Portfolio counselors/managers and analysts will be asked quarterly to disclose securities they own both personally and professionally. Analysts will also be required to disclose securities they hold personally that are within their research coverage or could result in future cross-holdings. This disclosure will be reviewed by the staff of the Personal Investing Committee and may also be reviewed by various Capital committees. In addition, to the extent that disclosure has not already been made to the Personal Investing Committee (by including information on the quarterly form), any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns should first disclose such ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation(4).

In addition, portfolio counselors/managers and analysts are encouraged to notify investment control of personal ownership of securities when placing an order (especially with respect to a first-time purchase). If you have any questions, you should contact the staff of the Personal Investing Committee.

BLACKOUT PERIODS

Investment associates may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment associate, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Committee may recommend the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.


(4) Note: This disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines.

Code of Ethics 12 December 2006


BAN ON SHORT-TERM TRADING PROFITS

Investment associates are generally prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days.

OTHER CONSIDERATIONS

Material outside business interests may give rise to potential conflicts of interest. Associates are asked to report if they are a senior officer of or own more than 5% of any private or public company that is or potentially may be doing business with any Capital company or with the American Funds. This reporting requirement also applies to any immediate family member residing within the associate's household

PERSONAL INVESTING COMMITTEE

Any questions or hardships that result from these Policies or requests for exceptions should be referred to Capital's Personal Investing Committee by calling the staff of the Personal Investing Committee.

Code of Ethics 13 December 2006


FOLLOWING IS THE CODE OF ETHICS FOR THE CAPITAL GROUP COMPANIES INC. (CAPITAL), WHICH INCLUDES CAPITAL RESEARCH AND MANAGEMENT COMPANY, THE INVESTMENT ADVISER TO THE AMERICAN FUNDS AND THOSE INVOLVED IN THE DISTRIBUTION OF THE FUNDS, CLIENT SUPPORT AND SERVICES; AND CAPITAL GROUP INTERNATIONAL INC. (CGII), WHICH INCLUDES CAPITAL GUARDIAN TRUST COMPANY AND CAPITAL INTERNATIONAL INC. THE CODE OF ETHICS APPLIES TO ALL ASSOCIATES.

THE CAPITAL GROUP COMPANIES
CODE OF ETHICS

All of us within the Capital organization are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must always place the interests of clients and fund shareholders ahead of our own. Moreover, we should adhere to the spirit as well as the letter of the law and be vigilant in guarding against anything that could color our judgment.

Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of openness, integrity, honesty, and trust. Accordingly, we have adopted certain standards as described below for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate, timely, and understandable disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules, and regulations; 4) the prompt internal reporting of violations of our Code of Ethics; and 5) accountability for adherence to our Code of Ethics.

GENERAL GUIDELINES

Although specific Policies are discussed in more detail below, these are general guidelines that all Capital associates should be aware of:

- It is a crime in the U.S. and many other countries to transact in a company's securities while in possession of material non-public information about the company. If there is any question as to whether you've received material information (typically from a company "insider") you should contact any member of the legal staff to discuss.

- You should not knowingly misrepresent, or cause others to misrepresent, facts about Capital to clients, fund shareholders, regulators, or any other member of the public. Disclosure in reports and documents should be fair and accurate.

- You should not accept extravagant gifts or entertainment from persons or companies who are trying to solicit business from any of the Capital companies. Capital's Gifts and Entertainment Policy is summarized below.

- Safeguarding non-public information - ALL ASSOCIATES are responsible for safeguarding non-public information about securities recommendations and fund and client holdings (for example, analyst research reports, investment meeting

Code of Ethics 1 April 2006


discussions or notes, current fund/client transaction information). If you have access to such information, you will likely be subject to additional personal investing limitations under Capital's Personal Investing Policy.(1) Even if you are not a "covered person" under the Personal Investing Policy, certain general principles apply to you, and you should not trade based on any Capital company's confidential, proprietary investment information where fund or client trades are likely to be pending or imminent.

- Other types of information (for example, marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital companies).

EXCESSIVE TRADING OF CAPITAL-MANAGED FUNDS - YOU SHOULD NOT ENGAGE IN EXCESSIVE TRADING OF THE AMERICAN FUNDS OR ANY OTHER CAPITAL-MANAGED INVESTMENT VEHICLES WORLDWIDE TO TAKE ADVANTAGE OF SHORT-TERM MARKET MOVEMENTS. EXCESSIVE ACTIVITY, SUCH AS A FREQUENT PATTERN OF EXCHANGES, COULD INVOLVE ACTUAL OR POTENTIAL HARM TO SHAREHOLDERS OR CLIENTS. Note that this applies to your spouse and any other immediate family members residing in your household.

BAN ON PARTICIPATION IN IPOS - Capital associates and their immediate family members residing in their household MAY NOT PARTICIPATE in Initial Public Offerings (IPOs). Although exceptions are rarely granted, they will be considered on a case-by-case basis, for example, where a family member is EMPLOYED by the IPO Company and IPO shares are considered part of that family member's compensation

LIMITATION ON SERVICE ON BOARDS - ASSOCIATES ARE DISCOURAGED FROM SERVING ON THE BOARD OF DIRECTORS OR ADVISORY BOARD of any public or private company (this does not apply to boards of Capital companies or funds). You must receive approval prior to serving on a board, except for boards of charitable organizations or other nonprofit organizations. In addition, certain associates will be sent a form annually and asked to disclose their board positions.

FAILURE TO ADHERE TO OUR CODE OF ETHICS MAY RESULT IN DISCIPLINARY ACTION BEING TAKEN, INCLUDING TERMINATION.

ANNUAL CERTIFICATION OF CODE OF ETHICS

Each associate will receive a copy of the Code of Ethics annually and is responsible for certifying in writing that they have read and understood the Code.

REPORTING VIOLATIONS


(1) Note: If you have access to non-public information regarding securities recommendations and holdings but you are not currently considered "covered" under the Personal Investing Policy (i.e., you do not receive a reporting form each quarter), you should contact the staff of the Personal Investing Committee to discuss.

Code of Ethics 2 April 2006


You have a responsibility to report any violations of our Code of Ethics, including: (i) fraud or illegal acts involving any aspect of our business; (ii) noncompliance with applicable laws, rules and regulations; (iii) intentional or material misstatements in our regulatory filings, internal books and records or client records or reports; or (iv) activity that is harmful to our clients or fund shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.

You can report confidentially to:

- Your manager or department head

- Capital's Audit Committee

- any other lawyer employed by the Capital organization

GIFTS AND ENTERTAINMENT POLICY - CONFLICTS OF INTEREST

A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept (or give) gifts worth more than U.S. $100.00, or accept (or give) excessive business entertainment, loans, or anything else involving personal gain from those who conduct business with the company. In addition, a business entertainment event exceeding U.S. $250.00 in value should not be accepted unless the associate receives permission from his/her manager or supervisor and the Gifts and Entertainment Policy Committee.

Gifts or entertainment that are reimbursed by Capital do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate's manager. When giving a gift or extending entertainment on behalf of Capital, it is important to keep in mind that giving an extravagant gift or entertaining excessively or lavishly may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials -- especially those responsible for investing public funds.

CHARITABLE CONTRIBUTIONS

In soliciting donations from various people in the business community, associates must never allow the present or anticipated business relationships of Capital or any of its affiliates to be a factor in soliciting such contributions.

REPORTING

The limitations on accepting gifts apply to all associates as described above, and all associates will be asked to fill out quarterly disclosures. You must report any gift exceeding U.S. $50.00 and business entertainment in which an event exceeds U.S. $75.00 (although it is recommended that you report all gifts and entertainment).

GIFTS AND ENTERTAINMENT POLICY COMMITTEE

The Committee oversees administration of and compliance with the Policy.

Code of Ethics 3 April 2006


POLITICAL CONTRIBUTIONS POLICY

MAKING POLITICAL CONTRIBUTIONS - One of the objectives of Capital's Code of Ethics is to ensure that conflicts of interest do not arise as a result of an associate's position at Capital. Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest because of the ability of certain office holders to direct business to Capital. For example, contributions to any person currently holding a city, county or state treasurer position or any candidate running for these offices may raise concerns. As a result, associates SHOULD NOT MAKE CONTRIBUTIONS to any person currently holding these positions or running for these positions. Associates are also encouraged to seek guidance for contributions to other political offices that may have the power to influence the choice of a Capital company or the American Funds to manage public funds. THESE POLICIES ALSO APPLY TO AN ASSOCIATE'S SPOUSE.

The Political Contributions Committee will evaluate questions relating to potential political contributions considering, among other things: 1) an associate's relationship with the candidate (i.e., is the relationship a personal or business one) and 2) the candidate's current or potential relationship with Capital.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest issues as described above). Likewise, unless you are subject to the special "CollegeAmerica" requirements (described below), contributions to State Governor and State Representative positions and state political parties are permissible.

SPECIAL POLITICAL CONTRIBUTION REQUIREMENTS - COLLEGEAMERICA - Certain associates involved with "CollegeAmerica," the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties, must report contributions to any other state or municipal candidates or parties, and must preclear Political Action Committee (PAC) contributions.

SOLICITING POLITICAL CONTRIBUTIONS - In soliciting political contributions from various people in the business community, you must never allow the present or anticipated business relationships of any Capital company to be a factor in soliciting such contributions.

OTHER CONSIDERATIONS - Please keep in mind that any political contributions you make or solicit should be viewed as personal. Therefore, you should not use Capital letterhead for correspondence regarding these contributions, and you should not hold fundraising events in Capital offices.

Code of Ethics 4 April 2006


INSIDER TRADING

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines, and jail sentences.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. ANY ASSOCIATE WHO BELIEVES THAT HE OR SHE MAY HAVE MATERIAL NON-PUBLIC INFORMATION SHOULD CONTACT A CAPITAL LAWYER.

PERSONAL INVESTING POLICY

As an associate of The Capital Group Companies, you may have access to confidential information. This places you in a position of special trust. You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics, and our own Policy place a heavy burden on all of us to ensure that the highest standards of honesty and integrity are maintained at all times.

There are several rules that must be followed to avoid possible conflicts of interest in personal investments. Keep in mind, however, that placing the interests of clients and fund shareholders first is the core principle of our Policies and applies even if the matter is not covered by a specific provision. The following is only a summary of the Capital Personal Investing Policy. Please refer to the Capital Personal Investing Policy for more detailed information about personal investing rules.

THE FOLLOWING PROVISIONS (PAGES 6-12) APPLY ONLY TO ASSOCIATES COVERED UNDER THE PERSONAL INVESTING POLICY.

COVERED PERSONS

You are a "covered person" if you have access to non-public investment information relating to current or imminent fund/client transactions. If you are a "covered person" you should be receiving quarterly personal investing disclosure forms.

Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This Policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate is trustee or custodian. A conflict may occur if you, or a family member in the same household, or a trust or custodianship for which you are trustee or custodian, have a transaction in a security when the funds or client accounts

Code of Ethics 5 April 2006


are considering or concluding a transaction in the same security. FOR PURPOSES OF THIS POLICY, "COVERED PERSONS" INCLUDE IMMEDIATE FAMILY MEMBERS LIVING IN THE SAME HOUSEHOLD.

Additional rules apply to "investment associates" including portfolio counselors/managers, investment analysts and research associates, trading associates including trading assistants, and investment administration, portfolio control and fixed income control associates including assistants (see below).

PROHIBITED TRANSACTIONS FOR COVERED PERSONS

- IPO investments

- Writing puts and calls on securities that are subject to preclearance

- Short sales of securities that are subject to preclearance

INITIAL AND ANNUAL HOLDINGS REPORTS

Any associate that becomes a covered person must submit a list of portfolio holdings and securities accounts within 10 calendar days of becoming covered. In addition, all covered associates will be required to review and update their holdings and securities account information annually.

PRECLEARANCE OF SECURITIES TRANSACTIONS

Covered persons must receive approval before buying or selling securities including (but not limited to):

- stocks of companies (public or private, including purchases through private placements)

- bonds (except U.S. government bonds or other sovereign government bonds rated AAA or Aaa or equivalent)

- investments in venture capital partnerships and hedge funds

- options on securities subject to preclearance

- closed-end funds (including investment trust companies)

- index funds or exchange-traded funds that are NOT on the pre-approved list of index funds/ETFs

- transactions in securities subject to preclearance in IRAs (or company-sponsored retirement accounts), Personal Equity Plans (PEPs) and Individual Savings Accounts (ISAs) (available in the U.K. only) over which you have discretion.

Before buying or selling securities, covered persons must check with the staff of the Personal Investing Committee.

Preclear requests will be handled during the hours the New York Stock Exchange (NYSE) is open (generally 6:30am to 1:00pm Pacific Time).

Code of Ethics 6 April 2006


You will generally receive a response within one business day. Unless a different period is specified, clearance is good until the close of the NYSE on the day that you request preclearance. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day. If you do execute your transaction within this period, you must resubmit your preclearance request. Note that investments in private companies (e.g., private placements) and venture capital partnerships must be precleared and reported and are subject to special review. In addition, opportunities to acquire a stock that is "limited" (i.e., a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) would be subject to the Gifts and Entertainment Policy.

EXCEPTION FOR DE MINIMIS TRANSACTIONS

THE DE MINIMIS EXCEPTION IS NOT AVAILABLE FOR CIKK ASSOCIATES (A CAPITAL
COMPANY BASED IN TOKYO) OR ASSOCIATES CONSIDERED INVESTMENT ASSOCIATES.

All other covered associates may execute ONE SINGLE TRANSACTION (EITHER A BUY OR A SELL) OF 100 SHARES OR LESS PER ISSUER PER CALENDAR MONTH without preclearance. You must, however, still report these trades on your quarterly form. IF YOU REQUEST PRECLEARANCE AND ARE DENIED PERMISSION, YOU MAY NOT EXECUTE A DE MINIMIS TRANSACTION IN THAT ISSUER WITHOUT PRECLEARANCE FOR A PERIOD OF SEVEN CALENDAR DAYS. LARGER OR MORE FREQUENT SHARE TRANSACTIONS MUST BE PRECLEARED.

REPORTING TRANSACTIONS

Covered persons must submit quarterly disclosure of certain transactions. You will receive reporting forms each quarter THAT ARE DUE NO LATER THAN 15 CALENDAR DAYS AFTER THE END OF THE QUARTER(2). Reports will be reviewed by the staff of the Personal Investing Committee. Transactions of securities (including fixed-income securities) or options must be precleared as described above and reported except as outlined below.


(2) For compliance purposes, only those signed and dated greater than 30 days past the end of the quarter will be considered "late."

Code of Ethics 7 April 2006


REPORT ONLY (NO NEED TO PRECLEAR):

- PURCHASES AND SALES OF CRMC MANAGED FUNDS

Note that American Funds transactions in Capital's 401(k) or MRP accounts or in accounts held with American Funds Service Company (AFS)/Capital Bank & Trust (CB&T) where the account number has been previously disclosed need not be reported.

- PURCHASES AND SALES OF OTHER CAPITAL AFFILIATED FUNDS

- PURCHASES AND SALES OF CAPITAL INTERNATIONAL FUND TRANSACTIONS WITH JP MORGAN LUXEMBOURG

Note that transactions in the LDO Personal Pension Plan need not be reported if you have a signed data release form on file with LDO Legal.

- PURCHASES AND SALES OF GIG ADVISED/SUB-ADVISED FUNDS AND INSURANCE PRODUCTS

- purchases and sales (including options and futures) of index funds or exchange traded funds that ARE on the pre-approved list of index funds/ETFs

- participation in any CGII private equity fund/partnership

- de minimis transactions (see above)

- distributions of stock from venture capital partnerships

- capital calls of venture capital partnerships and hedge funds that have been pre-approved

- securities received as a gift or through a bequest

- securities given to charitable organizations (note that securities given to individuals should be precleared)

- sales pursuant to tender offers

Code of Ethics 8 April 2006


DO NOT PRECLEAR OR REPORT:

-    OPEN-END INVESTMENT COMPANIES (EXCEPT FUNDS ADVISED OR SUB-ADVISED BY
     ANY CAPITAL COMPANY)

- MUTUAL FUNDS (US & CANADA)

- UCITS (EU)

- OEICS (UK & GERMANY)

- UNIT TRUSTS (UK & SINGAPORE)

- SICAVS (LUXEMBOURG & FRANCE)

- SINGAPORE UNIT TRUSTS LINKED TO AN INSURANCE PRODUCT OTHER THAN GREAT EASTERN AND NTUC

- FCPS (LUXEMBOURG & FRANCE)

- JAPANESE INVESTMENT TRUST FUNDS

- JAPANESE INVESTMENT COMPANY FUNDS

(NOTE: ALL OTHER FUNDS SHOULD BE PRECLEARED AND REPORTED.)

- money market instruments or other short-term debt instruments with maturities (at issuance) of one year or less that are rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization or unrated but of equivalent quality

- direct obligations of the U.S. Government or bonds issued by sovereign governments outside the U.S. that are rated AAA or Aaa or equivalent

- bankers' acceptances, CDs, or other commercial paper

- currencies (including options and futures)

- commodities

- transactions in accounts for which you have completely turned over investment decision-making authority to a professional money manager
(see "Professionally Managed Accounts" below)

PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT. AS SUCH, THE PERSONAL INVESTING COMMITTEE MAY PLACE LIMITATIONS ON THE NUMBER OF PRECLEARANCES AND/OR TRANSACTIONS.

SECURITIES ACCOUNTS

1. DISCLOSURE OF SECURITIES ACCOUNTS

In general, all accounts that currently hold reportable securities must be disclosed. The following types of accounts must be disclosed:

- American Funds (AFS) and Capital Bank and Trust (CB&T) accounts not previously disclosed

- Capital International Fund accounts with JP Morgan Luxembourg

- accounts holding GIG sub-advised funds and/or other Capital-affiliated funds, and accounts/plan numbers with insurance companies that sell variable annuities or insurance products that hold American Funds Insurance Series
(could be through a brokerage account or insurance contract)

- Firm (or bank) accounts holding American Funds

- bank accounts holding securities

Code of Ethics 9 April 2006


- employer retirement or stock purchase accounts holding reportable securities [ESPP, ESOP, 401(k), company stock funds, etc.]

- direct investment/purchase accounts [DRP, or transfer agent accounts]

- discretionary accounts for which you have completely turned over investment decision-making authority to a professional money manager (other than PIM)

- investment clubs

You do not need to disclose accounts that ONLY hold cash, cash equivalents or open-end investment companies (as listed above) other than American Funds or other funds managed by Capital Group.

2. DUPLICATE ACCOUNT STATEMENTS AND TRADE CONFIRMATIONS

Duplicate statements and trade confirmations (or other equivalent documentation) are required for accounts currently holding securities that are subject to preclearance and/or reporting. (This includes 401(k) and other retirement accounts with previous employers. However, this excludes American Funds accounts where records are held at American Funds Service Company and the account information has been previously disclosed. LDO associates who have signed a data release form on file with LDO Legal and participate in the LDO Personal Pension Plan are also excluded.) Covered persons should inform their investment broker-dealer, bank, securities firm or money management firm that they are employed by an investment management organization.

In addition, covered persons must direct their broker-dealer, bank, securities firm or money management firm to send duplicate trade confirmations and account statements (or other equivalent documentation) for all new or existing accounts, which hold reportable securities, on a timely basis to the appropriate address listed below. IF THEY ARE NOT ABLE TO SEND DUPLICATES DIRECTLY, YOU ARE REQUIRED TO SUBMIT COPIES AS SOON AS THEY BECOME AVAILABLE.

ALL DOCUMENTS RECEIVED ARE KEPT STRICTLY CONFIDENTIAL AND ARE MAINTAINED BY
LAO LEGAL IN ACCORDANCE WITH APPLICABLE FEDERAL SECURITIES LAWS.(3)

If your broker requires a letter requesting duplicate trade confirmations and monthly statements, please contact the staff of the Personal Investing Committee.

If your broker will be sending confirmation statements for an immediate family member with a different last name than you, please inform the staff of the Personal Investing Committee with the name of the family member and that person's relationship to you.

3. PROFESSIONALLY MANAGED (DISCRETIONARY) ACCOUNTS


(3) Information about particular transactions may be provided to an associate's supervisor or appropriate Human Resources manager by Personal Investing Committee staff where the transactions are in violation of the Policy, may impact the associate's job performance, or raise conflict of interest-related issues.

Code of Ethics 10 April 2006


If you have accounts where you have COMPLETELY turned over decision-making authority to a professional money manager (who is not covered by our Policy), you must disclose the existence of these accounts and provide the account numbers on your personal investing disclosure forms. You do not need to preclear or report securities transactions in these accounts.

ADDITIONAL POLICIES FOR "INVESTMENT ASSOCIATES"

"Investment associates" include portfolio counselors/managers, investment analysts and research associates, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants.

1. DISCLOSURE OF PERSONAL OWNERSHIP OF RECOMMENDED SECURITIES

Portfolio counselors/managers and analysts will be asked quarterly to disclose securities they own both personally and professionally. Analysts will also be required to disclose securities they hold personally that are within their research coverage or could result in future cross-holdings. This disclosure will be reviewed by the staff of the Personal Investing Committee and may also be reviewed by the CRMC and CGTC Executive Committees or other appropriate Capital Committees. In addition, to the extent that disclosure has not already been made to the Personal Investing Committee (by including information on the quarterly form), any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns should first disclose such ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation.(4)

In addition, portfolio counselors/managers and analysts are encouraged to notify investment control of personal ownership of securities when placing an order (especially with respect to a first-time purchase). If you have any questions, you should contact the staff of the Personal Investing Committee.

2. BLACKOUT PERIODS

Investment associates may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment associate, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Committee may recommend the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.


(4) Note: This disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines.

Code of Ethics 11 April 2006


3. BAN ON SHORT-TERM TRADING PROFITS

Investment associates are generally prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days THIS RESTRICTION APPLIES TO THE PURCHASE OF AN OPTION AND THE SALE OF AN OPTION, OR THE PURCHASE OF AN OPTION AND THE EXERCISE OF THE OPTION AND SALE OF SHARES WITHIN 60 DAYS.

OTHER CONSIDERATIONS

Associates may not accept negotiated commission rates or any other terms that they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts.

In addition, material outside business interests may give rise to potential conflicts of interest. Associates are asked to report if they are a senior officer of or own more than 5% of any private or public company that is or potentially may be doing business with any Capital company or with the American Funds. This reporting requirement also applies to any immediate family member residing within the associate's household.

PERSONAL INVESTING COMMITTEE

Any questions or hardships that result from these Policies or requests for exceptions should be referred to Capital's Personal Investing Committee by calling the staff of the Personal Investing Committee.

Code of Ethics 12 April 2006


CODE OF ETHICS

CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
AND CERTAIN REGISTERED INVESTMENT COMPANIES
As Amended September 13, 2005

Pursuant to Rule 17j-1 of the Investment Company Act of 1940, and Rule 204A-1 of the Investment Advisers Act of 1940

A Commitment to Integrity

I. Statement of Principles - This Code of Ethics (the "Code") is applicable to Citigroup Asset Management ("CAM")(1), and those U.S.-registered investment companies advised, managed or sponsored by CAM (the "Funds") in order to establish rules of conduct for persons who are associated with CAM and the Funds. The Code is also applicable to any of CAM's U.S. domiciled registered investment advisers and any of their employees that offer or manage products that are not registered under the Investment Company Act of 1940. The Code's purpose is (i) to minimize conflicts and potential conflicts of interest between employees of CAM and CAM's clients (including the Funds), and between Fund directors or trustees and their Funds, (ii) to provide policies and procedures consistent with applicable law and regulation, including Rule 17j-1 under the Investment Company Act of 1940 and 204A-1 under the Investment Advisers Act of 1940, and other applicable provisions of the Federal securities laws and (iii) to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by client accounts. All U.S. employees and certain immediate family members of CAM, including employees who serve as Fund officers, directors or trustees, and all directors or trustees ("directors") of each Fund, are Covered Persons under this Code. The defined term "Covered Persons" is described in Section II below.

All CAM personnel owe a fiduciary duty to CAM's clients and must put the customer's interests first, must protect their confidentiality, must not take inappropriate advantage of their positions, must not act upon non-public information, and are required to fulfill their fiduciary obligations. Personal securities transactions by Covered Persons (including certain transactions in the firm's 401(k) plan) shall adhere to the requirements of this Code and shall be conducted in such a manner as to avoid any actual or potential conflict of interest, the appearance of such a conflict, or the abuse of the person's position of trust and responsibility. While the Code is designed to address both identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations. In this regard, Covered Persons are expected to adhere not only to the letter, but also the spirit of the policies contained herein. All Fund 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 Fund 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 may not take inappropriate advantage of their positions.

As a matter of law and of this Code, no CAM employee must ever discuss (except for those individuals who already know about such information before the conversation), trade in a security, option, or commodity (including shares of a proprietary open-end or closed-end mutual fund, or unit investment trust ("UIT")) or disseminate non-public information while in possession of material, non-public information about the issuer or the
(1) Investment advisory services provided by Salomon Brothers Asset Management Inc., Smith Barney Asset Management (a division of Citigroup Global Markets Inc.), Citibank Global Asset Management (a unit of Citibank N.A.) and affiliated advisory entities.

market for those securities or commodities, even if the employee has satisfied all other requirements of this Code. From time to time, the Compliance Department may notify employees who are deemed to be in possession of material non-public information that they are restricted from trading certain securities, which may include mutual funds, for a period of time determined by the Compliance Department. Where such a restriction applies to a money market fund, the restriction would extend to check writing, where such a facility is available.

CAM employees are also subject to and must comply with the requirements of the Federal securities laws, certain provisions of which are addressed in other Citigroup policies including: Citigroup Code of Conduct; CAM Non-Public Information and Chinese Wall Policy; Information Barrier Policy; policies on insider trading; the purchase and sale of securities listed on any applicable Citigroup restricted list; the receipt or giving of gifts; Cash and Non-Cash Compensation; Disclosure of Open-End Mutual Fund Positions Policy; Market Timing Policy; and the Regulation FD Fair Disclosure Policy. These and other relevant CAM policies and procedures are available on CAM's Intranet WEB site.

The Code is very important to CAM, our clients, and our affiliated entities. The reputation of CAM and its employees for "best practices" and integrity is a priceless asset, and all employees have the duty and obligation to support and maintain it when conducting their personal securities transactions. If you should have any questions about the Code or any procedures hereunder, please contact the Compliance or Legal Departments.

II. Covered Persons - This Code applies to the following persons:

1. CAM U.S. Employees: Every permanent employee, including employees who serve as Fund officers, trustees or directors and, generally, temporary workers, independent contractors, and consultants (except as provided in Section IV) working in any CAM business unit, must comply with all of the provisions of the Code applicable to CAM employees unless otherwise indicated. Certain employees (i.e., portfolio managers, traders and research analysts (and each of their assistants) are subject to certain additional restrictions outlined in the Code.) All other employees of CAM are considered to be "Advisory Personnel."

The policies, procedures, and restrictions referred to in this Code also apply to an employee's spouse, significant other and minor children. The Code also applies to any other account over which the employee is deemed to have beneficial ownership (This includes accounts of any immediate family members sharing the same household as the employee; accounts in which the employee otherwise has a pecuniary interest that allows the employee directly or indirectly to profit or share in any profit; a legal vehicle of which the employee is the controlling equity holder; and an entity in which the employee has an equity interest, provided the employee also has or shares investment control over the securities held by such entity); and any account over which the employee may otherwise be deemed to have control. For a more detailed description of beneficial ownership, see Exhibit A attached hereto.

2. Fund Directors: Independent Fund directors are only subject to the relevant parts contained in Section I - Summary of Principals, Section II - Covered Persons, Section III - Monitoring and Enforcement,
Section V - Accounts and Transactions Covered by this Code, Section IX - Blackout Periods, Section XVI - Fund Directors, Section XVII - Handling of Disgorged Profits, Section XVIII - Confidentiality,
Section XIX - Other Laws, Rules and Statements of Policy, and Section XXII - Exceptions to the Code. However, a Fund director who is also a CAM employee is subject to all provisions of this Code. Independent directors should consult with independent counsel with regard to any questions concerning their responsibilities under the Code.

2

3. CAM Senior Executives: Certain CAM senior executives, in addition to this Code, are also Covered Persons under the Citigroup Personal Trading Policy ("CPTP"). Additional requirements of the CPTP are described in Sections VIII and XIII of this Code.

III. Monitoring and Enforcement - It is the responsibility of each Covered Person to act in accordance with a high standard of conduct and to comply with the policies and procedures set forth in this document, and to report any violations promptly to the Compliance Department. CAM takes seriously its obligation to monitor the personal investment activities of its employees, and to review the periodic reports of all Covered Persons. Any violation of this Code by employees will be considered serious, and may result in disciplinary action, which may include the unwinding of trades, disgorgement of profits, monetary fine or censure, and suspension or termination of employment. Any violation of this Code by a CAM employee will be reported by the Compliance Department to the person's supervisor, and to the Chief Compliance Officers of the Advisers and the Funds.

IV. Opening and Maintaining Employee Accounts - All employees' brokerage accounts, including accounts maintained by a spouse or significant other, for which the employee is deemed to have beneficial ownership, any other accounts over which the employee, spouse and/or significant other exercises control, must be maintained either at Smith Barney ("SB") or at Citicorp Investment Services ("CIS"). For spouses or other persons who, by reason of their employment or exceptional circumstances, are required to conduct their securities, commodities or other financial transactions outside of SB or CIS, employees may submit a written request for an exemption to the Compliance Department (See attached Exhibit B - Outside Brokerage Account Approval Request Form). If approval is granted, copies of trade confirmations and periodic (monthly or quarterly) statements must be sent to the Compliance Department. In addition, all other provisions of this Code will apply. The above policy also applies to temporary personnel, independent contractors, and consultants who have been or will be working in any CAM business unit for at least one year. It is each business unit's responsibility to identify any temporary personnel, independent contractors, and consultants subject to this provision.

V. Accounts and Transactions Covered by this Code - The following types of securities are covered ("Covered Securities") by this Code:

1. Stocks, notes, bonds, closed-end funds, off shore mutual funds, hedge funds, exchange traded funds ("ETFs"), debentures, and other evidences of indebtedness, including senior debt, subordinated debt, investment contracts, commodity contracts, futures and all derivative instruments such as options, warrants and indexed instruments, or, in general, any interest or instrument commonly known as a "security." All provisions of this Code cover transactions in these securities.

2. Proprietary open-end U.S. mutual funds and open-end U.S. mutual funds sub-advised by CAM (with the exception of money market funds) are subject to the provisions of this Code as follows: (i) shares beneficially owned by CAM employees must be held in an account maintained at SB or CIS (in accordance with Section IV above); and
(ii) shares beneficially owned by CAM employees must be held for a period of at least 90 calendar days (in accordance with Section VII below).

VI. Excluded Accounts and Transactions - The following types of accounts and investment activities need not be maintained at SB or CIS, nor are they subject to the other restrictions of this Code:

3

1. Open-end U.S. mutual funds that are not managed by CAM and are purchased directly from that fund company. Note: transactions relating to closed-end funds are subject to the pre-clearance, blackout period and other restrictions of this Code;

2. Estate or trust accounts of which an employee or related person has a beneficial ownership, but no power to affect investment decisions. There must be no communication between the account(s) and the employee with regard to investment decisions prior to execution. The employee must direct the trustee/bank to furnish copies of confirmations and statements to the Compliance Department;

3. Fully discretionary accounts managed by either an internal or external registered investment adviser are permitted and may be custodied away from SB and CIS if (i) the employee receives permission from the Regional Director of Compliance or designee and the relevant Chief Investment Officer ("CIO"), and (ii) there is no communication between the manager and the employee with regard to investment decisions prior to execution. The employee must designate that copies of trade confirmations and periodic (monthly or quarterly) statements be sent to the Compliance Department;

4. Employees may participate in direct investment programs that 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. Employees must pre-clear the transaction at the time that the dividend reinvestment program is being set up. (No provision in this Code requires a Covered Person to report or pre-clear a particular instance of dividend reinvestment once the applicable dividend reinvestment program has been properly pre-cleared);

5. In addition to the foregoing, the following types of securities are exempted from pre-clearance, blackout periods, reporting and short-term trading requirements: proprietary money market funds; U.S.-registered non-proprietary open-end mutual funds for which CAM does not serve as a sub-adviser; unit investment trusts that invest in unaffiliated mutual funds; Qualified Tuition Programs ("Section 529 plans" or "College Savings Plans"), U.S. Treasury bills, bonds and notes; mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government; bankers' acceptances; bank certificates of deposit; commercial paper; and 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; and

6. The exercise, including the "exer-sale" ("sell to cover") of Citigroup options received through any of the compensation programs, unless the employee is subject to the provisions of the CPTP (as referenced in Section II above), a member of the CAM Management Committee, or an attendee at Management Committee meetings.

VII. Securities Holding Period/Short-Term Trading - Securities transactions by CAM employees must be for investment purposes rather than for speculation. Consequently, all CAM employees must adhere to the following:

1. Proprietary open-end U.S. mutual fund shares and open-end U.S mutual funds sub-advised by CAM (with the exception of money market funds), including shares held in the firm's 401(k) Plan, may not be redeemed or exchanged within 90 calendar days of purchase or prior exchange. A redemption or exchange of shares in a fund cannot be made within 90 calendar days of the latest purchase of shares from that fund, and must be held for investment purposes and not for speculation. Please note, depending upon the circumstances, the sale or exchange of shares in a proprietary open-end mutual fund or an open-end mutual fund sub-advised by CAM, even beyond the 90 calendar days, and could raise

4

"short-term" trading concerns. The following situations are not subject to the 90 calendar day holding period: (i) redemptions or exchanges from a systematic purchase plan; (ii) dividend reinvestments; and (iii) changes to investment fund options to prospective contributions into the firm's 401(k) Plan;

2. For all securities other than shares in proprietary open-end U.S. mutual funds and open-end U.S. mutual funds sub-advised by CAM, securities may not be sold within 60 calendar days, calculated on a First In, First Out ("FIFO") basis;

3. Citigroup securities received as part of an employee's compensation are not subject to the 60 calendar day holding period; and

4. All profits from short-term trades, including exchanges of proprietary open-end mutual funds or open-end mutual funds sub-advised by CAM, are subject to disgorgement.

VIII.Pre-Clearance/Notification - All CAM employees and temporary workers must pre-clear all personal securities transactions as set out below (see
Section VI for a listing of accounts, transactions and securities that do not require pre-clearance). See attached Exhibit C - Employee Trade Pre- Approval/Notification Form and Exhibit K - Temporary Workers/Independent Contractors Pre-Trade Approval/Notification Form. A copy of these forms and other relevant forms can be also be found by accessing CAM's Intranet WEB site.

1. For all securities other than shares in proprietary open-end U.S. mutual funds or open-end U.S. mutual funds sub-advised by CAM, a transaction must not be executed until the employee has received the necessary approval from the Compliance Department. Pre-clearance is valid only on the day it is given. If a transaction is not executed on the day pre-clearance is granted, it is required that pre-clearance be sought again on a subsequent day (i.e., open orders, such as limit orders, good until cancelled orders and stop-loss orders, must be pre-cleared each day until the transaction is effected). In connection with obtaining approval for any personal securities transaction, employees must describe in detail any factors that might be relevant to an analysis of the possibility of a conflict of interest.

2. Purchases, redemptions and exchanges of proprietary open-end U.S. mutual funds or open-end U.S. mutual funds sub-advised by CAM must not be executed until a notification has been sent to and acknowledged by the Compliance Department. A notification is valid only on the day that it is sent.

3. Contributions, redemptions (subject to the 90 calendar day holding period) and exchanges of proprietary open-end U.S. mutual funds or open-end U.S. mutual funds sub-advised by CAM in the firm's 401(k) Plan are not subject to pre-clearance or notification requirements.

4. Any trade that violates the pre-clearance/notification process may be unwound at the employee's expense, and the employee will be required to absorb any resulting loss and to disgorge any resulting profit.

5. CAM employees are prohibited from engaging in more than 20 transactions (not including purchases, redemptions or exchanges of shares in proprietary or non-proprietary mutual funds) in any calendar month, except with prior written approval from their relevant CIO, or designee. The Compliance Department must receive prompt notification and a copy of any such written approval.

6. CAM employees subject to the CPTP (as referenced in Section II above) must obtain pre-clearance to make a charitable gift of securities (including a charitable gift of Citigroup securities).

5

7. All CAM employees must make a quarterly report to the Compliance Department within 10 calendar days after quarter-end if the CAM employee acquires any or disposes of any securities (from any account over which the employee exercises control) by gift. This report containing the details of the security, date of gift, number of shares or par value, donor/donee and account where held may be made by E-Mail to the Compliance Department.

8. In addition to the foregoing, the Senior Investment Officer for the Systematic Equity Platform, or designee, must approve all personal securities transactions for members of the CAM Research Department prior to pre-clearance from the Compliance Department as set forth in this section. Pre-approval by the Chief Investment Officer for the Systematic Equity Platform, or designee, is in addition to and does not replace the requirement for the pre-clearance of all personal securities transactions.

IX. Blackout Periods - No Covered Person shall purchase or sell, directly or indirectly, any security in which he/she has, or by reason of the transaction acquires, any direct or indirect beneficial ownership if he/she has knowledge at the time of such transaction that the security is being purchased or sold, or is being considered for purchase or sale, by a managed fund, UIT or client account or in the case of a Fund director, by the director's Fund. In addition, the following Blackout Periods apply to the categories of CAM employees listed below:

1. Portfolio Managers and Portfolio Manager Assistants - may not buy or sell any securities for personal accounts seven calendar days before or after managed funds or client accounts he/she manages trade in that security;

2. Traders and Trader Assistants - may not buy or sell any securities for personal accounts three calendar days before or seven calendar days after managed funds, UITs or client accounts he/she executes trades in that security;

3. Research Analysts and Research Assistants - may not buy or sell any securities for personal accounts: seven calendar days before or after the issuance of or a change in any recommendation; or seven calendar days before or after any managed fund, UIT or client account about which the employee is likely to have trading or portfolio information (as determined by the Compliance Department) trades in that security;

4. Advisory Personnel (see Section II for details) - may not buy or sell any securities for personal accounts on the same day that a managed fund, UIT or client account about which the employee is likely to have trading or portfolio information (as determined by the Compliance Department) trades in that security; and

5. UIT Personnel - all employees assigned to the Unit Trust Department are prohibited from transacting in any security when a CAM-sponsored UIT portfolio is buying the same (or a related) security, until seven business days after the later of the completion of the accumulation period or the public announcement of the trust portfolio. Similarly, all UIT employees are prohibited from transacting in any security held in a UIT (or a related security) seven business days prior to the liquidation period of the trust.

Employees in the above categories may also be considered Advisory Personnel for other accounts about which the employee is likely to have trading or portfolio information (as determined by the Compliance Department).

Blackout period requirements shall not apply to any purchase or sale, or series of related transactions involving the same or related securities, involving 500 or fewer shares in the aggregate if the issuer has a market capitalization (outstanding shares multiplied by the current price per share) greater than $10 billion and is listed on a U.S. Stock Exchange or NASDAQ. Note: Pre-clearance is still required. Under certain circumstances, the Compliance Department may

6

determine that an employee may not rely upon this "Large Cap/De Minimus" exemption. In such a case, the employee will be notified prior to or at the time the pre-clearance request is made.

X. Prohibited Transactions - CAM employees may not engage in the transactions listed below without the prior written approval from their supervisor, and the Compliance Director of the Adviser or designee. In addition, Portfolio Managers, and Research or Quantitative Analysts must also obtain prior written approval from the relevant CIO or designee (e.g., Senior Investment Officer) for the following transactions:

1. The purchase, direct or indirect acquisition, or investment of an interest in any private placement, limited partnership, extension of credit or commitment of capital for investment purposes including loans for investment or business purposes. (See attached Exhibit D - Outside Investment Approval Request Form);

2. The acquisition of any securities in an initial public offering (new issues of municipal debt securities, and a mutual savings bank or thrift conversion to a publicly held ownership during the community offering period, may be acquired subject to the other requirements of this Code (e.g., pre-clearance); and

3. A security appearing on any restricted list that is applicable to CAM that prohibit employees from executing a transaction in the issuer's equity, fixed income, options, equity derivatives, warrants, rights, or any other securities related to the issuer.

XI. Transactions in Options and Futures - CAM employees may buy or sell derivative instruments such as individual stock options, options and futures on indexes and options and futures on fixed-income securities, and may buy or sell physical commodities and futures and forwards on such commodities. These transactions must comply with all of the policies and restrictions described in this Code, including pre-clearance, blackout periods, transactions in Citigroup securities and the 60 calendar day holding period. However, the 60 calendar day holding period does not apply to individual stock options that are part of a hedged position where the underlying stock has been held for more than 60 calendar days and the entire position (including the underlying security) is closed out.

XII. Chief Investment Officer Oversight - The CIOs or their designees shall review on a periodic basis all CAM portfolio managers' and analysts' beneficial ownership of securities (excluding beneficial ownership through owning fund shares), and will compare the results of such ownership reviews with securities transactions recommended or executed by such portfolio managers and analysts during the review period on behalf of any mutual fund, UIT, off-shore fund, or client account.

XIII.Transactions in Citigroup Securities - Unless a CAM employee is subject to the provisions of the CPTP (as referenced in Section II above), or is otherwise notified to the contrary, the employee may trade in Citigroup securities without restriction (other than the pre-clearance and other requirements of this Code), subject to the limitations set forth below:

1. Employees whose jobs are such that they know about Citigroup's quarterly earnings prior to release may not engage in any transactions in Citigroup securities during the "blackout periods" which begin on the first day of the last month of each calendar quarter and ends 24 hours after Citigroup earnings are released to the public. CAM employees subject to the CPTP (as referenced in Section II above), members of the CAM Management Committee and certain other Management Committee attendees are subject to these blackout periods. Charitable gifts of Citigroup securities are not subject to this blackout period, but must still be pre-cleared.

7

2. Stock option exercises are permitted during a blackout period, unless the employee is subject to the provisions of the CPTP (as referenced in Section II above), a member of the CAM Management Committee, or an attendee at Management Committee meetings.

3. With regard to exchange-traded options, no transactions in Citigroup options are permitted except to close or roll an option position granted by Citigroup that expires during a blackout period. Charitable contributions of Citigroup securities may be made during the blackout period, but an individual's private foundation may not sell donated Citigroup common stock during the blackout period. "Good `til cancelled" orders on Citigroup stock must be cancelled before entering a blackout period and no such orders may be entered during a blackout period.

4. No employee may engage at any time in any personal transactions in Citigroup securities while in possession of material non-public information. Investments in Citigroup securities must be made with a long-term orientation rather than for speculation or for the generation of short-term trading profits. In addition, please note that employees must not engage in the following transactions:

o Short sales of Citigroup securities;

o Purchases or sales of options ("puts" or "calls") on Citigroup securities, except writing a covered call at a time when the securities could have been sold under this Code;

o Purchases or sales of futures on Citigroup securities; or

o Any transactions relating to Citigroup securities that might reasonably appear speculative.

5. The number of Citigroup shares an employee is entitled to in the Citigroup Stock Purchase Plan is not treated as a long stock position until such time as the employee has given instructions to purchase the shares of Citigroup. Thus, employees are not permitted to use options to hedge their financial interest in the Citigroup Stock Purchase Plan.

6. Contributions into the firm's 401(k) Plan are not subject to the restrictions and prohibitions described in this section.

XIV. Outside Affiliations and Directorships - Employees must obtain written approval from the CAM Compliance Department before accepting or conducting outside employment (See attached Exhibit H - Outside Business Affiliations Form) or directorships (See attached Exhibit I - Outside Directorship Form). Approval of outside directorships, in addition to Compliance Department approval, is needed from the employee's supervisor and, in certain cases, from the General Counsel's office. For additional information and a copy of our policy and procedure for outside business activities, please refer to the CAM's Intranet WEB site.

XV. Acknowledgement and Reporting Requirements - CAM Employees - All new CAM employees must certify that they have received a copy of this Code, and have read and understood its provisions. In addition, all CAM employees must:

1. Acknowledge receipt of the Code and any modifications thereof, which CAM shall provide to each person covered by the Code; in writing (See attached Exhibit E for the Acknowledgement of the Code of Ethics Form);

2. Within 10 days of becoming a CAM employee, disclose in writing all information with respect to all securities beneficially owned and any existing personal brokerage relationships (employees must also disclose any new brokerage relationships whenever established). The

8

holdings report must be current as of a date not more than 45 days prior to the employee becoming a Covered Person. Such information should be provided on Exhibit F - Initial Report of Securities Holdings Form;

3. Direct their brokers to supply, on a timely basis, duplicate copies of confirmations of all personal securities transactions (Note: this requirement may be satisfied through the transmission of automated feeds);

4. Within 30 days after the end of each calendar quarter, provide information relating to securities transactions executed during the previous quarter for all securities accounts.(2) (Note: this requirement may be satisfied through the transmission of automated feeds, or the regular receipt of brokerage statements);

5. Submit an annual holdings report containing similar information that must be current as of a date no more than 45 days before the report is submitted, and confirm at least annually all brokerage relationships and any and all outside business affiliations. The holdings report must be current as of a date no more than 45 days prior to the date of the report submitted; and

6. Certify on an annual basis that he/she has read and understood the Code, complied with the requirements of the Code and that he/she has pre-cleared and disclosed or reported all personal securities transactions and securities accounts required to be disclosed or reported pursuant to the requirements of the Code. (See attached Exhibit G - Annual Certification Form)

XVI. Fund Directors - Fund directors must comply with the provisions set forth in Section XV.2 through XV.5 (in the case of Section XV.2, within 10 days of becoming a Fund director), except as described below:

1. A Fund director who is not an "interested person" of the Fund, within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, and who would be required to make reports solely by reason of being a Fund director, is not required to make the initial and annual holdings reports required by Section XV.2 and Section XV.5 above.

2. A "non-interested" Fund director need not supply duplicate copies of confirmations of personal securities transactions required by
Section XV.3 above, and need only make the quarterly transactions reports required by Section XV.4 above as to any Covered Security if at the time of a transaction by the director in that Covered Security he/she knew or, in the ordinary course of fulfilling his/her official duties as a director of a Fund, should have known that, during the 15-day period immediately before or after that transaction, that security is or was purchased or sold by a Fund of which he/she was a director or was being considered for purchase or sale by such a Fund.

XVII.Handling of Disgorged Profits - Any amounts that are paid/disgorged by an employee under this Code shall be donated by the employee to one or more charities as directed by CAM.

XVIII.Confidentiality - All information obtained from any Covered Person pursuant to this Code 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 Code.
(2) CAM employees who are subject to the securities trading policies and procedures established by the Office of the Comptroller of the Currency (12 CFR 12.7) may comply with the quarterly reporting requirements hereunder by adhering to the policies set forth in this Code of Ethics, so long as all reportable information is delivered within 10 business days after the end of each quarter.

9

XIX. Other Laws, Rules and Statements of Policy - Nothing contained in this Code shall be interpreted as relieving any person subject to the Code from acting in accordance with the provision of any applicable law, rule or regulation or, in the case of CAM employees, any statement of Code or procedure governing the conduct of such person adopted by Citigroup, its affiliates and subsidiaries.

XX. Retention of Records - All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law and regulation, including a copy of this Code and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law and regulation, including Rule 17j-1 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940. The Compliance Department shall have the responsibility for maintaining records created under this Code.

XXI. Media Statements - All CAM personnel owe a fiduciary duty to CAM's clients. Any CAM employee, subject to other Citigroup policies and procedures, making any statements through any media outlet (including internet online statements) must be sensitive regarding the securities being discussed. Any such statements should be consistent with the employee's professional and personal investing practices, and is subject to review by the Compliance Department.

XXII.Exceptions to the Code - Any exceptions to this Code must have the prior written approval of both the relevant CIO and the Regional Director of Compliance or designee. Any questions about this Code should be directed to the Compliance Department.

XXIII.Board Review - At least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act shall be prepared by the Chief Compliance Officer for the Funds and presented to the Funds' Boards of Directors.

XXIV.Other Codes of Ethics - To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment sub adviser of, sponsor or principal underwriter for any Fund or UIT and their respective access persons (as defined in Rule 17j-1 and 204A-1) are not Covered Persons hereunder, those persons must be covered by separate Code of Ethics which are approved in accordance with applicable law and regulation.

XXV. Amendments - This Code may be amended as to CAM employees from time to time by the Compliance Department. Any material amendment of this Code shall be submitted to the Board of Directors of each Fund for approval in accordance with Rule 17j-1 of the Investment Company Act and Rule 204A-1 under the Investment Advisers Act. Any material amendment of this Code that applies to the directors of a Fund shall become effective as to the directors of that Fund only when the Fund's Board of Directors has approved the amendment in accordance with Rule 17j-1 or at such earlier date as may be required to comply with applicable law and regulation.

10

TABLE OF EXHIBITS FOR CITIGROUP CODE OF ETHICS FORMS

EXHIBIT                          TITLE                                      PAGE

  A           Explanation of Beneficial Ownership                             12

  B           Outside Brokerage Account Approval Request Form                 13

  C           Employee Trade Pre-Approval/Notification Form                   14

  D           Outside Investment Approval Request Form                        16

  E           Acknowledgement of Code of Ethics Form                          19

  F           Initial Report of Securities Holdings Form                      20

  G           Annual Compliance Certification Form                            21

  H           Outside Business Affiliation Form                               23

  I           Outside Directorship Form                                       24



                      Temporary Personnel Only

  J           Outside Brokerage Account Approval Request Form                 25
              (Temporary Worker Only)

  K           Trade Pre-Approval/Notification Form                            26
              (Temporary Worker Only)

  L           Acknowledgement of Code of Ethics Form                          27
              (Temporary Worker Only)

11

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, significant other, 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.

4. You are a member of an "investment club" or an organization that is formed for the purpose of investing a pool of monies in the types of securities mentioned in this Code Section V.

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 equity holder 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 Code, "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 there under.

12

EXHIBIT B

CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Outside Brokerage Account Approval Request Form

Employee Name: _________________________________________________________________

Tax Identification/Social Security Number: _____________________________________

The following information is provided in order to obtain Compliance approval to open and/or maintain a brokerage account outside Smith Barney or Citicorp Investment Services:

Outside Brokerage Firm Name:

Brokerage Firm Address:
(Where letter should be sent) ------------------------------------------



Account Number:

Full Account Title:

Please indicate the reason why you are requesting to open and/or maintain a brokerage account outside of Smith Barney or Citicorp Investment Services:

|_| The account is a fully discretionary account managed by investment advisors, which are registered as such with the SEC (see investment advisor acknowledgment form, attached).

|_| The account is a joint account with my spouse who works for the brokerage firm where the account will be maintained. My title and position with CAM is__________________, and my spouse's title and position with his/her firm is _____________________________________.

|_| Estate or trust accounts of which an employee or related person has a beneficial ownership, but no power to affect investment decisions. There must be no communication between the account(s) and the employee with regard to investment decisions prior to execution. Please refer to Exhibit A for a more detailed description of beneficial ownership.

|_| Other: ___________________________________________________________________.

A copy of any relevant statement(s) and this completed form must be provided to Citigroup Asset Management, Compliance Department, 125 Broad Street, 11th Floor, New York NY, 10004.

Employee Signature           Compliance Department


                             Supervisor Signature


                             Chief Investment Officer (if applicable)

13

EXHIBIT C
CITIGROUP ASSET MANAGEMENT- NORTH AMERICA
Employee Pre-Trade Approval/Notification Form

(Page 1)

Instructions:

All employees are required to submit this form to the Compliance Department prior to placing a trade. The Compliance Department will notify the employee as to whether or not pre-approval is granted. Pre-approval or acknowledgment of notification is effective only on the date granted. This completed form should be faxed to (646) 862-8499.

Employee Information
---------------------------------------------- ---------------------------------
Employee Name:                                 Phone Number:
                                               ---------------------------------
Account Title:
                                               ---------------------------------
Account Number:
                                               ---------------------------------

Managed Account(s)/Mutual Fund(s) for which employee is a Covered Person:

Security Information

                                                  IPO     o Yes  o No             Private Placement   o Yes  o No
------------------------- --------------------- --------- --------------------- -------------------- ----------  ----------------
     Security Name        Security Type-e.g.,   Ticker    Buy/Sell/             If Sale/Redemption   No.         Large Cap
                          equity, mutual                  Redeem/Exchange       /Exchange, Date      Shares/Unit Stock
                          fund, debt, etc.                                      First Acquired(3)                Exception?(4)
------------------------- --------------------- --------- --------------------- -------------------- ----------  ----------------

------------------------- --------------------- --------- --------------------- -------------------- ----------  ----------------

------------------------- --------------------- --------- --------------------- -------------------- ----------  ----------------

Your position with the Firm:
       (Please check one of the following)   o  Portfolio Manager / Portfolio Manager Assistant
                                             o  Research Analyst / Research Analyst Assistant
                                             o  Trader / Trader Assistant
                                             o  Unit Trust Personnel
                                             o  Other (Advisory Personnel)

NOTE:           o  All Portfolio Managers must complete page two of this form.
                o  All Fundamental Research Analysts and their Assistants (Systematic Equity Platform) must
                   complete page three of this form and signed by their Senior Investment Officer or designees.

Certification
I certify that I will not effect the transaction(s) described above unless and until pre-clearance approval is obtained from the Compliance Department, or when executing transactions in proprietary open-end U.S. mutual funds or open-end U.S. mutual funds for which CAM serves as a sub-adviser notification is acknowledged by the Compliance Department. I further certify that, except as described on an attached page, to the best of my knowledge, the proposed transaction(s) will not result in a conflict of interest with any account managed by CAM (including mutual funds managed by CAM). I further certify that, to the best of my knowledge, there are no pending orders for any security listed above or any related security for any Managed Accounts and/or Mutual Funds for which I am considered a Covered Person. The proposed transaction(s) are consistent with all firm policies regarding employee personal securities transactions.

Signature Date


For Use By the Compliance Department


(3) All securities sold must have been held for at least 60 calendar days. All shares in proprietary open-end U.S. mutual fund or open-end U.S. mutual funds sub-advised by CAM redeemed or exchanged must have been held for at least 90 calendar days.
(4) For purposes of CAM's Code, a Large Cap Exemption applies to transactions involving 500 or fewer shares in aggregate and the stock is one that is listed on a U.S. stock exchange or NASDAQ and whose issuer has a market capitalization (outstanding shares multiplied by current price) of more than $10 billion.

14

--------------------------------------------------------------------------------------------------------------------------
For Use By the Compliance Department
==========================================================================================================================
   Are Securities Restricted?  o Yes   o No     Pre-approval Granted?      o Yes     o No      Reason not granted:
                                                ------------------------- --------- ---------- ---------------------------
----------------------------------------------------------------------------- --------------------- ----------------------
Compliance Department Signature:                                              Date:                 Time:
----------------------------------------------------------------------------- --------------------- ----------------------

15

EXHIBIT C
CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Employee Pre-Trade Approval/Notification Form
(Page 2- PORTFOLIO MANAGER CERTIFICATION)

All portfolio managers must answer the following questions in order to obtain pre-approval. All questions must be answered or the form will be returned. If a question is not applicable, please indicate "N/A".

1. Have your client accounts purchased or sold the securities (or related securities) in the past seven calendar days? Yes o No o

2. Do you intend to purchase or sell the securities (or related securities) for any client accounts in the next seven calendar days? Yes o No o

3. Do any of your client accounts currently own the securities (or related securities)? Yes o No o

3a. If yes, and you are selling the securities for your personal account, please explain why the sale of the securities was rejected for client accounts but is appropriate for your personal account:




4. Have you, in the past 7 calendar days, considered purchasing the securities (or related securities) for your client accounts? Yes o No o

4a. If yes, and you are purchasing securities for your personal account, please explain why the purchase of the securities is appropriate for your account but has been rejected for your client accounts:



4b. If no, and you are purchasing securities for your personal account, please explain why the purchase of the securities has not been considered for your client accounts:



Certification

I certify that I will not effect the transaction(s) described above unless and until pre-clearance approval is obtained from the Compliance Department. I further certify that, except as described on an attached page, to the best of my knowledge, the proposed transaction(s) will not result in a conflict of interest with any account managed by CAM (including mutual funds managed by CAM). I further certify that, to the best of my knowledge, there are no pending orders for any security listed above or any related securities for any Managed Accounts and/or Mutual Funds (including mutual funds for which CAM serves as a sub-adviser) for which I am considered a Covered Person. The proposed transaction(s) are consistent with all firm policies regarding employee personal securities transactions.


Signature Date

--------------------------------------------------------------------------------------------------------------------------
For Use By the Compliance Department
==========================================================================================================================
   Are Securities Restricted?  o Yes   o No     Pre-approval Granted?      o Yes     o No      Reason not granted:
                                                ------------------------- --------- ---------- ---------------------------
----------------------------------------------------------------------------- --------------------- ----------------------
Compliance Department Signature:                                              Date:                 Time:
----------------------------------------------------------------------------- --------------------- ----------------------

16

CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Employee Pre-Trade Approval/Notification Form
(Page 3- Supplemental Personal Trade Pre-Approval Form for Research Personnel)

Trade Date: ___________________________________

------ -------------------- ------- ---------- ----------- --------------- ------------------
                                                            Conflict with    Conflict with
 Buy                                 Client    Recommended    Research      Managed Funds or
  or                        Shares/ Account(5) Security(6)  Department(7)       Client
 Sell  Security Name/Ticker  Units    (Y/N)       (Y/N)         (Y/N)       Accounts(8) (Y/N)
------ -------------------- ------- ---------- ----------- --------------- ------------------

------ -------------------- ------- ---------- ----------- --------------- ------------------

------ -------------------- ------- ---------- ----------- --------------- ------------------

------ -------------------- ------- ---------- ----------- --------------- ------------------

Please read and check to acknowledge:

|_| I agree that if an investment opportunity for a client in the same security presents itself within seven (7) calendar days of my personal trade, I will break my personal trade or immediately seek a waiver from Compliance.

|_| I have not executed more than twenty (20) transactions (including the transaction(s) I am seeking pre-approval for above) during the past calendar month.

|_| Do you currently own in a personal account any securities that you cover?
[ ] Yes [ ] No If "Yes", please supply the Name, Symbol and CUSIP number below:

Certification:
I certify that I will not effect the transaction(s) described above unless and until pre-clearance approval is obtained from the Compliance Department. I further certify that, except as described on an attached page, to the best of my knowledge, the proposed transaction(s) will not result in a conflict of interest with any account managed by CAM (including mutual funds managed by CAM). I further certify that, to the best of my knowledge, there are no pending orders for any security listed above or any related securities for any Managed Accounts and/or Mutual Funds (including mutual funds for which CAM serves as a sub-adviser) for which I am considered a Covered Person. The proposed transaction(s) are consistent with all firm policies regarding employee personal securities transactions.

-------------------------------------           ----------------------------
            Signature                                       Date
Approved(9):

-------------------------------------           ----------------------------
            Signature                                       Date

--------------------------------------------------------------------------------------------------------------------------
For Use By the Compliance Department
==========================================================================================================================
   Are Securities Restricted?  o Yes   o No     Pre-approval Granted?      o Yes     o No      Reason not granted:
                                                ------------------------- --------- ---------- ---------------------------
----------------------------------------------------------------------------- --------------------- ----------------------
Compliance Department Signature:                                              Date:                 Time:
----------------------------------------------------------------------------- --------------------- ----------------------


(5) Is this security being purchased or sold for a client or being considered for purchase or sale for a client?
(6) Is this security currently a recommended security?
(7) If the security is a "recommended" security, will your personal trade occur seven (7) calendar days before or after the issuance of a change or recommendation?
(8) Will your personal trade occur seven (7) calendar days before or after any managed fund or client account (for which you have trading or portfolio information) trade in that security?
(9) Must be signed by one of the Senior Investment Officer, or the respective CIO.

17

EXHIBIT D
CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Outside Investment Approval Request Form

Citigroup Asset Management ("CAM") policy requires employees to obtain the prior written approval of the Chief Investment Officer and the Regional Compliance Director or designee before making an outside investment. Examples of "outside investments" include, but are not limited to, Private Placements, Limited Partnerships, and any investments in securities that cannot be made through a member company of Citigroup. If the investment is a private placement or limited partnership, you must provide a copy of the prospectus, offering statement, subscription agreement or other similar document. You may also be required to obtain a letter from the issuer's General Partner or other appropriate person stating that no member company of Citigroup will have a business relationship, nor will your status as an employee of CAM be utilized to solicit interest or investment from others.

Employees must not make an outside investment if such investment may present a potential conflict of interest.

--------------------------------------------------------------------------------
PRINT Name                Social Security Number                      Date

--------------------------------------------------------------------------------
Title/Position                                           Office Telephone Number

--------------------------------------------------------------------------------
Department Name                                 Location


Name of Investment Anticipated Date of Amount of investment Investment $

Type of
Investment [ ]Private Placement [ ]Limited [ ] Other investment which cannot be

              Partnership                      made through a member company of
                                               Citigroup. (specify)
--------------------------------------------------------------------------------
Does this entity have, or is it                          If Yes, Specify Account
anticipated to have,                    No       Yes     Number or Describe
an account or investment banking                         Relationship
relationship with
a member company of Citigroup?

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Is your participation exclusively as a                   If No, Please explain
passive investor?                       Yes        No    any other involvement.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Additional Remarks:

--------------------------------------------------------------------------------

Employee Representations:

o I understand that CAM is not recommending, soliciting interest in, or in any way commenting on the advisability or suitability of the investment. My decision to invest was made in my individual capacity independent from Citigroup Asset Management.
o I have not, and will not, receive any selling compensation from anyone in connection with this investment.
o With respect to my above investment, I acknowledge that I have not solicited and will not solicit any interest in this investment from clients or members of the general public.

Send the completed form and all relevant documents to:
Compliance Department, 125 Broad Street, 11th Floor, New York NY, 10004.

-------------------------------------------------------------------------------------------------------------------------
 Employee Signature       Employee's Signature                                                          Date
-------------------------------------------------------------------------------------------------------------------------
 Supervisor Approval      Print Name of Supervisor  Title of Supervisor   Signature of Supervisor       Date
-------------------------------------------------------------------------------------------------------------------------
 Chief Investment Officer Print Name of CIO                 Signature of                                Date
 (CIO) Approval (if                                         CIO
 applicable)
-------------------------------------------------------------------------------------------------------------------------
 Compliance Department    Print Name                        Signature                                   Date
 Review
-------------------------------------------------------------------------------------------------------------------------

18

EXHIBIT D

CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Outside Investment - Letter of Acknowledgement

Date: [Insert date]

Compliance Department
Citigroup Asset Management
125 Broad Street, 11th Floor
New York, NY 10004

Re: Name of Investment/Product

Dear CAM Compliance Department:

With respect to the investment in the above entity by Citigroup Asset Management's employee, Employee's Name, I acknowledge that:

Employee's Name investment in Name of Investment/Product is his own personal investment, which has no connection with Citigroup Asset Management.

The Citigroup Asset Management name or Employee's Name status as an employee of Citigroup Asset Management will not be utilized to solicit any interest or investment in Name of Investment/Product from others.

There has been and will be no relationship between Name of Employee investment in Name of Investment/Product and any account at Citigroup Asset Management.

Employee's Name is a restricted person as defined under the National Association of Securities Dealers' Free-Riding and Withholding Rules. Accordingly, in the event that Name of Investment/Product may determine to invest in public offerings of securities, I represent that it will not purchase "hot issues" or will otherwise restrict any allocation of hot issues to the benefit of Name of Employee partnership interest.

Very truly yours,

[Principal/General Partner]

19

EXHIBIT E

CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Acknowledgement of Code of Ethics Form

I acknowledge that I have received and read the Code of Ethics for Citigroup Asset Management - North America and Certain Registered Investment Companies dated September 13, 2005. I understand the provisions of the Code of Ethics as described therein and agree to abide by them.

   Employee Name (Print):
                          -------------------------------
               Signature:
                          -------------------------------
                    Date:
                          -------------------------------

-------------------------- ---------------- ------------------- ----------------
Tax I.D./Social Security                    Date of Hire:
Number:
-------------------------- ---------------- ------------------- ----------------
Job Function & Title:                       Supervisor:
-------------------------- ---------------- ------------------- ----------------
Location:
--------------------------------------------------------------------------------
Floor and/or Zone:                          Telephone Number:
-------------------------- ---------------- ------------------- ----------------

NASD Registered Employee (Please check one) o Yes o No


If registered, list Registration \ License:

This Acknowledgment form must be completed and returned within 10 days of employment to the Citigroup Asset Management Compliance Department, 125 Broad Street, 11th Floor, New York NY, 10004. Original signature must be sent, however a fax copy may be sent to (646) 862-8499 in order to meet the ten (10) day deadline.

20

EXHIBIT F

Citigroup Asset Management-North America

Initial Report of Securities Holdings Form

This report must be signed, dated and returned within 10 days of employment and the holdings report must be current as of a date not more than 45 days prior to the employee becoming a Covered Person. This report must be submitted to the Citigroup Asset Management Compliance Department, 125 Broad Street, 11th Floor, New York NY, 10004.


Employee Name: ______________________________ Date of Employment: __________


Brokerage Accounts:
|_| I do not have a beneficial ownership of any account(s) with any financial services firm. Please refer to Exhibit "A" for definition of beneficial ownership.

|_| I maintain or have a beneficial ownership in the following account(s) with the financial services firm(s) listed below (attach additional information if necessary-e.g., a brokerage statement). Please include the information required below for any broker, dealer or bank where an account is maintained which holds securities for your direct or indirect benefit as of the date you began your employment.

--------------------------------------- ----------------- ---------------------
Name of Financial Service(s) Firm and   Account Title     Account Number
Address
--------------------------------------- ----------------- ---------------------

--------------------------------------- ----------------- ---------------------

--------------------------------------- ----------------- ---------------------

Securities Holdings:
Complete the following (or attach a copy of your most recent statement(s)) listing all of the securities holdings in which you have a beneficial ownership, with the exception of non-proprietary U.S. registered open-ended mutual funds for which CAM does not serve as a sub-adviser and U.S Government securities if:

o You own securities that are held by financial services firm(s) as described above. If you submit a copy of a statement, it must include all of the information set forth below. Please be sure to include any additional securities purchased since the date of the brokerage statement that is attached. Use additional sheets if necessary.
o Your securities are not held with a financial service(s) firm (e.g., stock and dividend reinvestment programs and private placements, shares held in certificate form by you or for you or shares held at a transfer agent).

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------
Title of Security       Ticker Symbol       Number of        Principal          Held Since       Financial Services Firm
                        or CUSIP No.        Shares           Amount
----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

|_| I have no securities holdings to report.
I certify that I have received the CAM - North America Code of Ethics dated September 13, 2005 and Citigroup Code of Conduct dated April 2004 and have read them and understood their contents. I further certify that the above represents a complete and accurate description of my brokerage account(s) and securities holdings as of my date of employment.

Signature: __________________________________ Date of Signature: _______________

21

EXHIBIT G
CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Annual Compliance Certification Form

(Page 1)

Annually, Citigroup Asset Management employees must confirm details of brokerage, bank trust or other accounts used for personal securities transactions and details of outside business affiliations(10). Such affiliations include directorships, other business activities and investments in securities that cannot ordinarily be made through a Citicorp brokerage account (i.e. a private placement or a limited partnership). Please note that any open-end U.S. mutual funds sub-advised by CAM must to be transferred to either Smith Barney or Citicorp Investment Services.

I. Brokerage Accounts:
|_| I do not have a beneficial ownership in any account(s) with any financial services firm. Please refer to Exhibit "A" for definition of beneficial ownership.
|_| I maintain or have a beneficial ownership in the following account(s) with the financial services firm(s) listed below. Please include the information required below for any broker, dealer or bank where an account is maintained which holds securities for your direct or indirect benefit as of December 31, 2004.

-------------------------------------- ------------------- ---------------------
Name of Financial Service(s) Firm and  Account Title       Account Number
Address
-------------------------------------- ------------------- ---------------------
-------------------------------------- ------------------- ---------------------

-------------------------------------- ------------------- ---------------------
-------------------------------------- ------------------- ---------------------

-------------------------------------- ------------------- ---------------------
-------------------------------------- ------------------- ---------------------

-------------------------------------- ------------------- ---------------------


II.  Securities Holdings:
|_|  I have no securities holdings to report.

|_| I maintain or have a beneficial ownership in the following securities owned which may be held by a broker, dealer, transfer agent, or bank in an account other than an approved brokerage account or by an Access Person (or by another party on behalf of the Access Person) or in certificate form (e.g., a stock certificate placed in a safe deposit box) or in a stock purchase plan or dividend reinvestment plan. You must include CAM proprietary mutual funds, mutual funds sub-advised by CAM (see attached list of sub-advisory U.S. mutual fund relationships), and off-shore (non-U.S.) mutual funds.

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------
Title of Security       Ticker Symbol       Number of        Principal          Held Since       Financial Services Firm
                                            Shares           Amount
----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

----------------------- ------------------- ---------------- ------------------ ---------------- ---------------------------

Please proceed to page 2
(10) Rule 17j-1 under the Investment Company Act of 1940, and Rule 204A-1 under the Investment Advisers Act of 1940.

22

EXHIBIT G
CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Annual Compliance Certification Form

(Page 2)

III. Outside Business Affiliations:
|_| I have no outside business affiliations to report.
|_| I maintain the following directorships, other business activities and investments in securities that cannot ordinarily be made through a Smith Barney or Citicorp Investment Services account. Include investments beneficially owned by (i) a spouse; or (ii) an immediate family member in

     the same household)

Firm Name/Investment
(add additional lines, if necessary)    Position/Activity    Date Commenced
--------------------------------------- -------------------- -------------------

--------------------------------------- -------------------- -------------------

--------------------------------------- -------------------- -------------------

I certify that the above information is complete and accurate as of December 31, 2004.

I acknowledge that I have received and read the Code of Ethics for Citigroup Asset Management, North America, dated January 28, 2005 and Citigroup Code of Conduct dated April 2004, which is included in the E-Mail together with this document. I fully understand the provisions of the Codes-including the new provisions that bring any open-end U.S. mutual funds sub-advised by CAM and any off-shore mutual fund within the scope of this policy- as described therein and agree to abide by them. I also certify that I have complied with the requirements of the Code of Ethics and have pre-cleared and disclosed all securities transactions executed during calendar year 2004 pursuant to the requirements of the Code of Ethics.

Signature                                           Date
          ------------------------------                  ----------------------
Name (Print)                                        Department
            ----------------------------                      ------------------

If, during 2004, you failed to seek pre-clearance for a personal securities transaction or otherwise violated the Code of Ethics, you must make your certification subject to that disclosure. If so, please indicate if a member of the Compliance Department has addressed this issue with you and if you fully understand the nature of your violation. Please return the completed and signed certification to the Compliance Department, located at 300 First Stamford Place, 4th Floor, Stamford CT, 06902, or fax to (203)-890-7102 by February 7, 2004. Any questions relating to the firm's policies, including the requirement to seek pre-approval for personal investments and outside business affiliations, should be directed to Raymond Ottusch (212-559-1121).

23

EXHIBIT H
CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Outside Business Affiliation Form

Employees must obtain prior written approval for any outside employment or other business affiliation including self-employment, ownership of or active participation in a business, fiduciary appointments, and any other position for which the employee accepts compensation. (Requests for approval of Outside Directorships must be submitted to the Compliance Department.)

COMPLETE ONE COPY OF THIS FORM FOR EACH APPLICABLE AFFILIATION.

------------------------------------------ -------------------------- ----------
PRINT Name                                 Social Security Number     Date

------------------------------------------ -------------------------- ----------
Title                                      Office Telephone Number

------------------------------------------ -------------------------------------
Branch/Department Name                     Location

------------------------------------------ -------------------------------------
Name of Outside Entity


[ ]Not-for-Profit [ ]Outside Employment [ ]Fiduciary Appointment

[ ]Other(specify)
--------------------------------------------------------------------------------
Nature of Business

----------------------------- ----------------------------- --------------------
Your Title or Function at      Date Association/Term Begins  Annual Compensation
Outside Entity                                               $

----------------------------- ----------------------------- --------------------

Time Devoted DURING Business Time Devoted AFTER Business Total Amount of time Hours per Month Hours per Month


Description of Duties:

---------------------------------- --------------- -----------------------------
Does this entity or any                            If Yes, Specify Account
principal have an account or        [ ]No  [ ]Yes  Number or Describe
other business relationship with                   Relationship
CAM or affiliates?
---------------------------------- --------------- -----------------------------

Employee Representations:

o I will not solicit others within the Firm or clients of the Firm to participate in, contribute to, or otherwise support the activities of the outside entity.
o I will inform my supervisor of any material change in the nature of my affiliation with this outside entity or in the nature of the entity's activities.
o I will inform my supervisor and the Compliance Department of any potential conflicts of interest between my outside affiliation and my position within the Firm.

------------------- ------------------------------------------ ---------------
Employee            Employee's Signature                       Date
Signature

------------------- ------------------------------------------ ---------------
Supervisor          PRINT Name of    Title of     Signature of         Date
Approval            Supervisor       Supervisor   Supervisor

------------------- ---------------- ------------ -------------------- ---------
Compliance          Print Name          Signature                    Date
Department
Review
------------------- ------------------- ---------------------------- -----------

Upon completion of this form, send it via inter-office mail to:
Compliance Department, 125 Broad Street, 11th Floor, New York NY, 10004

24

EXHIBIT I
CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Outside Directorship Form

Employees must obtain prior written approval from their supervisor (SVP or MD level) for any outside directorship position of a not-for-profit or charitable organization. If the entity is in the financial services industry (such as a Credit Union) or the employee will be serving on an investment committee or participating in investment related decisions, the employee must also obtain additional approvals. Any request to serve as a director of a for-profit organization must be approved by the Compliance Department and one of the Chief Investment Officers of Citigroup Asset management (CAM). Employees serving as outside directors are not entitled to indemnification or insurance coverage by CAM or affiliates unless service on the board is at the specific written request of CAM or affiliates.

COMPLETE ONE COPY OF THIS FORM FOR EACH APPLICABLE ENTITY.

----------------------------------------------- --------------------------------
PRINT Name                                      Social Security Number
----------------------------------------------- --------------------------------
Title                                           Office Telephone Number
----------------------------------------------- --------------------------------
Branch/Department Name                          Location
----------------------------------------------- --------------------------------
1. Name of Entity                                            Date

----- ---------------------------------- ---------------------------------------
 (2.)                                     3.
      [ ]Not-for-Profit  [ ]For-Profit       [ ]Public        [ ]Privately Owned
----- ---------------------------------- ---------------------------------------

4. Main Activity of the Entity


5. Your Title or Function Date Association/ Date Term Annual Compensation Term Begins Expires $

6. Time Devoted During/After Time Devoted After Your Financial Interest in

   Business Hours              Close of Market       the Entity
--------------------------------------------- -------- -------- ----------------
7. Do any affiliates of CAM make a market      No       Yes      Not Applicable
   in any securities issued by the entity?
------------------------------------------- ---- ----- -------------------------

8. Is the Directorship requested by CAM or No Yes Attach copy of Request its affiliates? Letter and other details.

----------------------------------------------------------------- -------- -------- -------------------------------------------
9. Do you know of any significant adverse information about the    No       Yes       Attach detail and documents.
   entity or any actual or potential conflict of interest between
   the entity and CAM or its affiliates
----------------------------------------------------------------- ----------------- -------------------- ----------------------

10. For PUBLIC COMPANIES attach the most recent "10-K", "10-Q",    10-K Attached     Ann. Rpt Attached    Prospectus Attached
  Latest Annual Report, "8-K's", and Prospectus
      For NON-PUBLIC ENTITIES attach Audit Financial Statements    10-Q Attached     8-K's Attached       Fin. Stmts. Attached
----------------------------------------------------------------- -------- -------- -------------------------------------------
                                                                                    If yes, specify Account No.
11. Does the entity or any principal have an account or other      No       Yes     or describe relationship
    business relationship with CAM or its affiliates?


12. Additional Remarks

Employee Representations:
o I will not solicit others within the Firm or clients of the Firm to participate in, contribute to, or otherwise support the activities of the outside entity.
o I will inform my supervisor of any material change in the nature of my affiliation with this outside entity or in the nature of the entity's activities.
o I will inform my supervisor and the Compliance Department of any potential conflicts of interest between my outside affiliation and my position within the Firm.

------------------------- ------------------------- ----------------------- ---------------------------- ---------------
Employee Signature        Employee's Signature                                                           Date
------------------------- ------------------------- ----------------------- ---------------------------- ---------------
Supervisor Approval       PRINT Name of Supervisor  Title of Supervisor     Signature of Supervisor      Date
------------------------- --------------------------------- -------------------------------------------- ---------------
Chief Investment Officer  PRINT Name of CIO                 Signature of                                 Date
(CIO) Approval (if                                          CIO
applicable)
------------------------- --------------------------------- -------------------------------------------- ---------------
Compliance Department     Print Name                        Signature                                    Date
Review
------------------------------------------------------------------------------------------------------------------------

Upon completion of this form, send the form via inter-office mail to:
Compliance Department, 125 Broad Street, 11th Floor, New York NY, 10004

25

EXHIBIT J
CITIGROUP ASSET MANAGEMENT-NORTH AMERICA

Temporary Workers/Independent Contractors Outside Brokerage Account Approval Request Form

Temporary Workers/Independent Contractor Name: _____________________________

Tax Identification/Social Security Number: _________________________________

The following information is provided in order to obtain Compliance approval to open and/or maintain a brokerage account outside Smith Barney or Citicorp Investment Services:

Outside Brokerage Firm Name:

Brokerage Firm Address:
(Where letter should be sent) ----------------------------------------------



Account Number:

Full Account Title:

Please indicate the reason why you are requesting to open and/or maintain a brokerage account outside of Smith Barney or Citicorp Investment Services (Work assignment greater than one year (Work assignment greater than one year):

|_| The account is a fully discretionary account managed by investment advisors, which are registered as such with the SEC (see investment advisor acknowledgment form, attached).

|_| The account is a joint account with my spouse who works for the brokerage firm where the account will be maintained. My title and position with CAM is __________________, and my spouse's title and position with his/her firm is _____________________________________.

|_| Estate or trust accounts in which an employee or related person has a beneficial ownership (Please refer to Exhibit "A" for a definition of beneficial ownership.), but no power to affect investment decisions. There must be no communication between the account(s) and the employee with regard to investment decisions prior to execution.

A copy any relevant statement(s) and this completed form must be provided to Citigroup Asset Management - Compliance Department. Mailing address is 125 Broad Street, 11th Floor, New York, NY, 10004.

--------------------------------------               ---------------------------
 Employee Signature                                  Compliance Department


                                                     ---------------------------
                                                     Supervisor Signature

                                                     ---------------------------
                                                     Chief Investment Officer
                                                     (if applicable)

NOT FOR USE BY CAM EMPLOYEES

26

EXHIBIT K

CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Temporary Workers/Independent Contractors
Pre-Trade Approval/Notification Form

Instructions:
All temporary workers and independent contractors are required to submit this form to the Compliance Department prior to placing a trade. The Compliance Department will notify the temporary worker/independent contractor as to whether or not pre-approval is granted. Pre-approval or acknowledgment of notification is effective only on the date granted. This completed form should be faxed to
(646) 862-8499.

Temporary Worker/Independent Contractor Information

Temporary worker/independent contractor name:


Account Title:


Account Number:


Managed Account(s)/Mutual Fund(s) for which temporary worker/independent contractor is a Covered Person:

Security Information

                                                  IPO     o Yes   o No               Private Placement  o Yes   o No
------------------------- --------------------- --------- --------------------- -------------------- ---------- ----------------
     Security Name        Security Type-e.g.,   Ticker    Buy/Sell/             If Sale/Redemption   No.        Large Cap
                          equity, mutual                  Redeem/Exchange       /Exchange, Date      Shares/    Stock
                          fund, debt, etc.                                      First Acquired(11)   Unit       Exception?(12)
------------------------- --------------------- --------- --------------------- -------------------- ---------- ----------------

------------------------- --------------------- --------- --------------------- -------------------- ---------- ----------------

------------------------- --------------------- --------- --------------------- -------------------- ---------- ----------------

Your assignment with the Firm:

Certification
I certify that I will not effect the transaction(s) described above unless and until pre-clearance approval is obtained from the Compliance Department, or when executing transactions in proprietary open-end U.S. mutual funds or open-end U.S. mutual funds for which CAM serves as a sub-adviser notification is acknowledged by the Compliance Department. I further certify that to the best of my knowledge, the proposed transaction(s) will not result in a conflict of interest with any account managed by CAM (including mutual funds managed by CAM). I further certify that, to the best of my knowledge, there are no pending orders for any security listed above or any related security for any Managed Accounts and/or Mutual Funds for which I am considered a temporary Covered Person. The proposed transaction(s) are consistent with all firm policies regarding temporary worker/independent contractor personal securities transactions.

Signature_____________________________________ Date______________________

--------------------------------------------------------------------------------------------------------------------------
For Use By the Compliance Department
==========================================================================================================================
   Are Securities Restricted?  o Yes   o No     Pre-approval Granted?      o Yes     o No      Reason not granted:
                                                ------------------------- --------- ---------- ---------------------------
----------------------------------------------------------------------------- --------------------- ----------------------
Compliance Department Signature:                                              Date:                 Time:
----------------------------------------------------------------------------- --------------------- ----------------------

NOT FOR USE BY CAM EMPLOYEES


(11) All securities sold must have been held for at least 60 days. All shares in proprietary open-end mutual fund or open-end mutual funds sub-advised by CAM redeemed or exchanged must have been held for at least 90 calendar days.
(12) For purposes of CAM's personal trading policies, a Large Cap Exemption applies to transactions involving 500 or fewer shares in aggregate and the stock is one that is listed on a U.S. stock exchange or NASDAQ and whose issuer has a market capitalization (outstanding shares multiplied by current price) of more than $10 billion.

27

EXHIBIT L

CITIGROUP ASSET MANAGEMENT-NORTH AMERICA
Temporary Workers/Independent Contractors
Acknowledgement of Code of Ethics Form

I acknowledge that I have received and read the Code of Ethics for Citigroup Asset Management-North America and Certain Registered Investment Companies dated June 22, 2005. I understand the provisions of the Code of Ethics as described therein and agree to abide by them.

Temporary Workers/
Independent Contractors Name (Print):

  Signature:
  Date:

-------------------------- ---------- --------------------- --------------------
Tax I.D./Social Security              Date of Assignment:
Number:
-------------------------- ---------- --------------------- --------------------
Job Function & Title:                 Supervisor:
-------------------------- ---------- --------------------- --------------------
Location:
--------------------------------------------------------------------------------
Floor and/or Zone:                    Telephone Number:
-------------------------- ---------- --------------------- --------------------

This Acknowledgment form must be completed and returned within 10 days of assignment to the Citigroup Asset Management Compliance Department, 125 Broad Street, 11th Floor, New York, NY 10004. Original signature must be sent, however a fax copy may be sent to (646) 862-8499 in order to meet the ten (10) day deadline.

NOT FOR USE BY CAM EMPLOYEES

28

CODE OF ETHICS
204A-1
17j-1

Davis Selected Advisers, L.P.
Davis Selected Advisers-NY, Inc.
Davis Distributors, LLC

as amended effective February 1, 2005

Table of Contents

I. Background
II. Statement of Principals
III. Duty to Report Violations of the Code
IV. Acknowledgement of Receipt of this Code
V. Insider Trading Policy
VI. Restrictions Relating to Securities Transactions
VII. Service as a Director
VIII. Reporting Requirements for Employees, Access Persons, and Independent Directors
IX. Exempted Securities and Transactions
X. Sanctions
XI. Administration of the Code of Ethics
XII. Approval and Review by Boards of Directors
XIII. Definitions

IMPORTANT: All Employees must read and acknowledge receipt and understanding of this Code of Ethics.


I. Background

A. This Code is adopted under Rule 17j-1, under the Investment Company Act of 1940, and Rule 204A-1, under the Investment Advisers Act of 1940, and has been approved by the Boards of Directors of each of the mutual Funds for which Davis Advisors serves as Manager or Sub-Adviser.

B. This Code is designed to prevent fraud by reinforcing fiduciary principles that must govern the conduct of Employees. This Code sets forth standards of conduct expected of Employees, and addresses conflicts that arise from personal trading. Employees (1) must adhere to fiduciary standards, (2) have obligations to Clients, (3) may be required to restrict their personal trading, and (4) may be required to report their personal securities transactions and holdings.

C. Questions concerning this Code should be referred to the Chief Compliance Officer.

II. Statement of Principles

A. Fiduciary Standards. This Code is based on the fundamental principle that Davis Advisors and its Employees must put Client interests first. As an investment adviser, Davis Advisors has fiduciary responsibilities to its Clients, including the mutual funds managed or sub-advised by Davis Advisors. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing. As a fiduciary, Davis Advisors must act at all times in its Clients' best interests and must avoid or disclose conflicts of interests. Among Davis Advisor'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 their relationship to Clients. All Employees must adhere to this fundamental principle as well as comply with the specific provisions applicable to Employees or Access Persons, set forth in this Code. It bears emphasis that technical compliance with this Code's provisions will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an Employee's fiduciary responsibilities to Clients. Accordingly, all Employees must seek to avoid any actual or potential conflicts between their personal interest and the interest of Clients. In sum, all Employees shall place the interest of Clients before personal interests.

B. Compliance with Applicable Federal Securities Laws. All Employees must comply with applicable Federal Securities Laws as defined in this Code. Among other prohibitions, an Employee shall not: (1) employ any device, scheme or artifice to defraud a Client; (2) make any untrue statement of a material fact (or omit to state a material fact necessary in order to make the statements made not misleading) to an Employee making investment decisions or to an officer or member of the Compliance Department investigating securities transactions; (3) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit to a Client; or (4) engage in any manipulative practice with respect to a Client. Questions regarding compliance with applicable Federal Securities laws may be directed to the Chief Compliance Officer.

2

III. Duty to Report Violations of the Code

A. Duty to Report Violation. An Employee who knows of a violation of this Code has a duty to report such violation promptly to the Compliance Department.

B. Compliance Department Procedures Regarding Reported Violations. The Chief Compliance Officer shall maintain procedures which reasonably ensure that he or she is aware of all reported violations of this Code.

C. Prohibition Against Retaliation. All Employees are prohibited from retaliating against an Employee who reports a violation of this Code. An act of retaliation is itself a violation of this Code and subject to sanctions.

IV. Acknowledgement of Receipt of this Code

A. Receipt of the Code Upon Employment or Promotion to Access Person.

(1) Employees. The Compliance Department shall ensure that each new Employee is given a copy of this Code upon commencement of employment. Within 10 days of commencement of employment (the Employee's first day on payroll), each Employee shall file an Acknowledgement with the Compliance Department stating that he or she has read and understands this Code.

(2) Access Persons. Each new Access Person will be notified of their status as an Access Person upon commencement of their employment as such. Within 10 days of commencement of employment, each employee shall file an Acknowledgement with the Compliance Department stating that he or she has read and understands the provisions of the Code.

B. Amendments to this Code. The Compliance Department shall ensure that all Employees (including Access Persons) receive a copy of this Code promptly after any material amendments to this Code. Within 10 days of receiving a copy of the amended Code, each Employee shall file an Acknowledgement with the Compliance Department stating that he or she has read and understands the provisions of the amended Code.

V. Insider Trading Policy

A. Prohibitions. All Employees are prohibited from trading on "inside information," which is material nonpublic information about the issuer of the security. Employees are prohibited from (1) buying or selling any security while in the possession of inside information; (2) communicating to third parties inside information; or (3) using insider information about Davis Advisors' securities recommendations or Client holdings, to benefit Clients or to gain personal benefit.

B. Administration. The Chief Compliance Officer maintains written procedures reasonably designed to safeguard Client information and prevent an Insider Trading violation. Any Employee who believes he or she may be in possession of inside information should promptly inform the Compliance Department.

3

VI. Restrictions Relating to Securities Transactions

A. General Trading Restrictions for all Employees. The following prohibitions apply to all Employees. Employee trading includes trading of their 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.

1. Market Timing Mutual Funds. Mutual funds managed or sub-advised by Davis Advisors (including variable annuities but excluding money market funds) are not intended to be used as short-term trading vehicles. Employees are prohibited from engaging in market timing any mutual fund (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisors in any manner which violates that mutual fund's prospectus.

2. Late Trading in Mutual Funds. Late trading in mutual funds is explicitly prohibited by law. Late trading occurs when a mutual fund order is received from a client after the mutual fund's trading deadline. Even though the Code does not require Employees to report purchases of mutual funds, which are not managed or sub-advised by Davis Advisors, this Code prohibits employees from engaging in or facilitating late trading any mutual fund.

B. Additional Trading Restrictions for all Access Persons. "Access Persons" is defined in the definitions section of this Code. The Compliance Department will inform an Employee of his status as an Access Person, obtain a written acknowledgement, and retain a current list of Access Persons. In addition to the trading restrictions which apply to all Employees, Access Persons are subject to the following additional trading restrictions. The trading restrictions for Access Persons also include trading of their spouses, dependent relatives, trustee and custodial accounts or any other account in which the Access Person has a financial interest or over which the Access Person has investment discretion. These additional trading restrictions do not apply to Exempt Securities and Transactions, see section below.

1. Clients to Receive Best Execution. If an Access Person purchases/sells a security that is purchased/sold by any Client on the same day at an inferior price, the Access Person will pay a penalty adjusting his/her price to that of the Client. The Best Execution requirement applies only to Clients for which Davis Advisors executes portfolio transactions. Thus, for example, the Best Execution requirement applies to all mutual funds managed or sub-advised by Davis Advisors, and applies to all private accounts not subject to directed brokerage, but does not apply to managed money/wrap accounts where a wrap sponsor executes Client portfolio transactions.

2. Prohibition on Short-Term Profits. Access Persons 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 calendars days ("short-term profit"). This holding period also applies to all permitted options transactions; therefore, for example, an Access Person 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 Access Person 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 Access Person violate this prohibition on short-term profits, the Access Person would be required to disgorge the profit. Exempt Securities and transactions are not subject to this prohibition.

4

3. Restriction on Brokerage Accounts. No Access Person may engage in personal securities transactions other than through a brokerage account which has been approved by the Compliance Department. Every approved account is required to provide the Compliance Department with duplicate trade confirmations and account statements.

4. Pre-clearance of Personal Securities Transactions.

(a) Pre-clearance. All Access Persons must obtain approval from the Compliance Department prior to entering into any securities transaction. Approval of a transaction, once given, is effective only for the business day on which approval was given or until the Access Person discovers that the information provided at the time the transaction was approved is no longer accurate. If an Access Person decides not to execute the transaction on the day pre-clearance approval is given, or the entire trade is not executed, the Access Person must request pre-clearance again at such time as the Access Person decides to execute the trade. Exempt Securities and Transactions do not need to be pre-cleared.

(b) Limited Exemptions from Pre-clearance. Access Persons do not need to pre-clear a purchase or sale of securities which meets all elements of either of the following exemptions:

(i) Blue Chip Companies. Purchases or sales which (A) involve less than $50,000 of the securities of a company listed either on a national securities exchange or traded over the counter, and (B) have a market capitalization exceeding $5 billion. These transactions are still subject to the Best Execution requirement; or

(ii) Mutual Funds. Purchases or sales of shares issued by mutual funds managed or sub-advised by Davis Advisors. Note that mutual funds not managed or sub-advised by Davis Advisers are "Exempted Securities" and therefore not subject to pre-clearing.

All securities purchased or sold pursuant to this Limited Exception to Pre-Clearance must be reported on quarterly transaction reports see below.

5. Blackout Period for Purchases and Sales.

(a) Blackout Period. No Access Person may purchase (sell) any security which at the time is being purchased (sold), or to the Access Person's knowledge is being considered for purchase (sale), by any mutual fund which Davis Advisors serves as both manager and principal underwriter. The Compliance Department will investigate any transaction where the same security was purchased or sold by or for a mutual fund which Davis Advisors serves as both manager and principal underwriter within the seven (7) calendar day period preceding or following the purchase or sale by such Access Person.

5

(b) Blue Chip Limited Exemption from Blackout Period. The Blackout Period shall not apply to any purchase or sale of securities which (i) involve less than $50,000 of the securities of a company listed either on a national securities exchange or traded over the counter, and (ii) have a market capitalization exceeding $5 billion. Securities purchased pursuant to this Blue Chip exception to the Blackout Period are still subject to the Best Execution requirement and must be reported on quarterly transaction reports.

6. Initial Public Offerings. No Access Person shall acquire any securities in an initial public offering.

7. Private Placements. Access Person purchases and sales of "private placement" securities (including all private equity partnerships, hedge funds, limited partnership or venture capital funds) must be pre-cleared with the Compliance Department. No Access Person may engage in any such transaction unless the Compliance Department has previously determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of Davis Advisors Clients. However, Access Persons do not need to pre-clear private placement opportunities that are offered solely to Davis Advisors employees (for example limited partnership units in Davis Advisors). If, after receiving the required approval, an Access Person has any material role in the subsequent consideration by any Client of an investment in the same or affiliated issuer, the Access Person must disclose his or her interest in the private placement investment to the lead portfolio manager for the Client being considered for the subsequent investment and to the Compliance Department.

C. Trading Restrictions for Independent Directors.

The following restrictions apply only to Independent Directors, as defined in the definitions section of this Code, of a mutual fund which Davis Advisors serves as both manager and principal underwriter.

1. Restrictions on Purchases and Sales. No Independent Director may purchase
(sell) any security which, to the Independent Director's knowledge at the time, is being purchased or is being considered for purchase (sold or being considered for sale) by any mutual fund for which he or she is a director. This prohibition shall not apply to Exempted Securities and Transactions.

2. Restrictions on Trades in Securities Related in Value. The restrictions applicable to the transactions in securities by Independent Directors 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 director.

VII. Service as a Director

A. Service as a Director. Access Persons are prohibited from serving on the Boards of Directors of publicly traded companies unless the Compliance Officer determines, in writing, that such service is not inconsistent with the interests of Clients. The Access Person shall be prohibited from discussing the issuer with persons making investment decisions with respect to such issuer.

6

VIII.Reporting Requirements for All Employees, Access Persons, and Independent Directors

A. Reporting Requirements. All Employees, Access Persons, and certain Independent Directors are subject to different reporting requirements, as listed below. The requirements 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/Access Person/Independent Director has a financial interest or over which the Employee/Access Person/ Independent Director has investment discretion. The requirements do not apply to securities acquired for accounts over which the Employee/Access Person/Independent Director has no direct or indirect control or influence.

Any holdings or transaction report may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

(1) Initial Holdings Report.

(a) All Employees. All must disclose their personal securities holdings in mutual funds (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisers to the Compliance Department within 10 days of commencement of employment with Davis Advisors. 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 in the initial holdings report must be current as of a date no more than 45 days prior to the date the person becomes an Employee. The report must be provided in a form acceptable to the Compliance Department. Employees are not required to report purchases or sales of mutual funds, which are not managed or sub-advised by Davis Advisors.

(b) All Access Persons. All Access Persons must disclose their personal securities holdings (not just mutual funds managed or sub-advised by Davis Advisors) to the Compliance Department within 10 days of commencement of employment as an Access Person with Davis Advisors. 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 in the initial holdings report must be current as of a date no more than 45 days prior to the date the person becomes an Access Person. An initial holdings reports shall include at a minimum the title, number of shares, principal amount, 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 the date the Access Person submits the report. Exempt Securities and Transactions do not need to be reported.

(c) Independent Directors. Independent Directors are not required to make an initial holdings report.

(2) Annual Holdings Report.

7

(a) All Employees. All Employees must submit an annual holdings report to the Compliance Department. The annual holdings report must detail holdings in mutual funds (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisors as of a date no more than 45 days before the report is submitted and the Compliance Department may mandate a single reporting date, e.g. as of December 31st. The report must be provided in a form acceptable to the Compliance Department. Employees are not required to report purchases or sales of mutual funds, which are not managed or sub-advised by Davis Advisors.

(b) Access Persons. All Access Persons must submit an annual holdings report to the Compliance Department. The annual holdings report must detail all holdings (not just mutual funds managed or sub-advised by Davis Advisors) as of a date no more than 45 days before the report is submitted and the Compliance Department may mandate a single reporting date, e.g. as of December 31st. Annual holdings reports shall at a minimum contain the same information for each security which is required for an initial holdings report. Exempt Securities and Transactions do not need to be reported.

(c) Independent Directors. Independent Directors are not required to make an annual holdings report.

(3) Quarterly Transaction Report.

(a) All Employees. All Employees must submit quarterly a transactions report to the Compliance Department within 30 days after the end of each calendar quarter. The quarterly transaction report must detail all securities transactions in mutual funds (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisors during the preceding calendar quarter. The report must be provided in a form acceptable to the Compliance Department. Employees are not required to report purchases or sales of mutual funds, which are not managed or sub-advised by Davis Advisors.

(b) Access Persons. All Access Persons must submit quarterly a transactions report to the Compliance Department within 30 days after the end of each calendar quarter. The quarterly transaction report must detail all securities transactions (not just mutual funds managed or sub-advised by Davis Advisors) in the preceding calendar quarter in which the Access Person had a direct or indirect beneficial interest. The quarterly transaction report shall at a minimum include the date of the transaction, title, number of shares, principal amount, the nature of the transaction (i.e. purchase, sale, etc.), the price at which the transaction was affected, the name of the broker, dealer or bank which executed the transaction, and the date the Access Person submits the report. Exempt Securities and Transactions do not need to be reported.

(c) Independent Directors. An Independent Director of a mutual fund which Davis Advisors serves as both manager and principal underwriter need only report a transaction in a security if the Independent Director, at the time of that transaction, knew or, in the ordinary course of fulfilling the official duties of a director of such mutual fund, should have known that,

8

during the 15-day period immediately preceding the date of the transaction by the Independent Director, the security was purchased or sold by any mutual fund or was being considered for purchase or sale by any mutual fund for which he or she is a director. In reporting such transactions, Independent Directors 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.

(4) Annual Certification of Compliance. All Employees/Access Persons and Independent Directors of a mutual fund which Davis Advisors serves as both manager and principal underwriter, must certify annually to the Compliance Department that (1) they have read, understand, and agree to abide by the applicable portions of this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by 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.

(5) Review of Transactions & Holdings Reports and Certifications. The Compliance Department shall review all transactions reports, holdings reports, and certifications. The Compliance Departments' review of transactions reports and holdings reports shall include at least the following items, where appropriate:

(a) an assessment of whether the reporting person followed all procedures required by this Code;
(b) compare the personal trading to any insider-trading restricted lists;
(c) assess whether the reporting person is trading for his/her own account in the same securities which Davis Advisors is trading for Clients, and if so, whether the Clients are receiving terms as favorable as the reporting person takes for himself/herself;
(d) periodically analyze the reporting person's trading for patterns that may indicate abuse, including market timing;
(e) for Access Persons making investment decisions on behalf of Clients, investigate any substantial disparities between the quality of performance the reporting person achieves for his/her own account and that he/she achieves for clients; and
(f) for Access Persons making investment decisions on behalf of Clients, investigate any substantial disparities between the percentage of trades that are profitable when the reporting person trades for his/her own account and the percentage that are profitable when he/she makes investment decisions for Clients.

IX. Exempted Securities and Transactions

A. The following securities and transactions do not present the opportunity for improper trading activities that Rule 204A-1 and Rule 17j-1 are designed to prevent; therefore, unless otherwise indicated, the restrictions set forth in Restrictions Relating to Securities Transactions and Reporting Requirements shall not apply to the following exempted transactions or securities.

(1) Managed Account. 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). The managed account shall be prohibited from purchasing initial public offerings or private placements without abiding by the procedures established under this Code to restrict investments by Access Persons in initial public offerings or private placements.

9

(2) Automatic Investment Plans. Purchases, which are made by reinvesting, cash dividends pursuant to an automatic dividend reinvestment plan.

(3) U.S. Government Securities. Purchases or sales of direct obligations of the U.S. Government.

(4) Mutual Funds Not Managed or Sub-Advised by Davis Advisors. Purchases or sales of mutual funds (including variable annuities), which are not managed or sub-advised by Davis Advisors.

(5) Cash Instruments. Purchases or sales of bank certificates, bankers' acceptances, commercial paper and other high quality short-term (less than 365 day original maturity) debt instruments, repurchase agreements, and money market funds.

(6) Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are managed or sub-advised by Davis Advisers.

(7) Securities Issued by Davis Advisors. Purchases or sales of debt or equity securities issued by Davis Advisors. Employees should note that such securities are not publicly traded and are subject to numerous other restrictions.

(8) Classes of Securities Exempted by the Chief Compliance Officer. The Chief Compliance Officer shall maintain a list of classes of securities which the Chief Compliance Officer has determined, in writing, do not present the opportunity for improper trading activities that Rule 204A-1 and Rule 17j-1 are designed to prevent. For example, as of the date that this Code was originally adopted, municipal bonds were a class of securities, which would not be an appropriate investment for Davis Advisors to make on behalf of any Client. Factors which the Chief Compliance Officer may consider when determining whether or not a class of securities would be appropriate for any Client include whether
(i) purchasing such securities would be consistent with the Client's reasonable expectations; (ii) they may assist the Client in pursuing its investment objective; (iii) they are consistent with the Client's investment strategy; (iv) they will cause the Client to violate any of its investment restrictions; or (v) they will materially change the Client's risk profile as described in documents which Davis Advisors has provided to the Client.

B. The restrictions set forth in Restrictions Relating to Securities Transactions do not apply to the following exempted transactions or securities. However, these transactions are subject to Reporting by Access Persons.

(1) Involuntary Transactions. 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, to meet a margin call not met by the employee).

10

(2) Pro-Rata Rights. 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.

(3) Commodities and Futures. Purchases or sales of commodities, currency futures and futures on broad-based indices, options on futures and options on broad-based indices. The Compliance Department determines which indexes are "broad-based indices." Also exempted are exchange-traded securities, which are representative of, or related closely in value to, these broad-based indices.

(4) Gifts. The receipt of a bona fide gift of securities. Donations of securities, however, require pre-clearance.

X. Sanctions

(A) Sanctions may include, but are not limited to, (1) a letter of caution or warning, (2) reversal of a trade, (3) disgorgement of a profit or absorption of costs associated with a trade, (4) fine or other monetary penalty, (5) suspension of personal trading privileges, (6) suspension of employment (with or without compensation), (7) termination of employment, (8) civil referral to the SEC or other civil regulatory authorities, or (9) criminal referral.

(B) Fines and other monetary penalties shall be contributed to mutual funds which Davis Advisors serves as both manager and principal underwriter.

XI. Administration of the Code of Ethics

A. Appointment of a Compliance Officer. Davis Selected Advisers, L.P., Davis Selected Advisers-NY, Inc., Davis Distributors, LLC, and each of the mutual funds, which Davis Advisors serves as both manager and principal underwriter, shall appoint a Chief Compliance Officer and shall keep a record for five years of the persons serving as Chief Compliance Officer and their dates of service.

B. Administration of the Code. The Chief Compliance Officer shall administer the Code and shall use reasonable diligence and institute procedures reasonably necessary to review reports submitted by persons reporting under this Code.

C. Interpretations. The Chief Compliance Officer shall interpret the Code, focusing upon achieving the goals of Rule 17j-1 and Rule 204A-1. Unless otherwise specified, all terms in the Code shall be interpreted consistently with the general understanding of such terms in Rule 17j-1, and Rule 204A-1

D. Recordkeeping for the Code. The Chief Compliance Officer shall maintain Code records at Davis Advisors' principal place of business, which shall be made available to the SEC as legally required for examination. Code records shall include (1) copies of all versions of the Code in effect, (2) all violations of the Code and any action taken as a result of the violation, (3) all reports made by Employees, Access Persons, and Independent Directors, (4) records of all persons required to make reports under this Code, (5) records of all persons who were responsible for reviewing Code reports, and (6) records of any decision to

11

allow Access Persons to purchase Initial Public Offerings or Private Placements. All records shall be maintained for a period of five years.

E. List of Employees, Access Persons, Independent Directors. The Chief Compliance Officer shall prepare a list of Employees, Access Persons, and Independent Directors, shall update the list as necessary, and shall maintain a record (for 5 years) of former lists.

F. Notice of Status as Access Person or Independent Director. The Chief Compliance Officer shall notify each Access Person and Independent Director of their status, provide them with a copy of this Code, and obtain an acknowledgment from such person of receipt thereof.

G. Notice of Material Amendments to the Code. The Chief Compliance Officer shall provide notice of material amendments to the Code to every Employee.

H. Exemptions to the Code.

(1) Exemptions for Mutual Funds which Davis Advisors Serves as Both Manager and Principal Underwriter. With respect to any mutual fund which Davis Advisors serves as both manager and principal underwriter, the Independent Directors of that mutual fund may exempt any person from application of any section(s) of the Code. A written memorandum shall specify the section(s) of this Code from which the person is exempted and the reasons therefore.

(2) Exemptions for All Other Clients. With regard to all Clients except mutual funds which Davis Advisors serves as both manager and principal underwriter, the Chief Compliance Officer may exempt any person from application of any section(s) of this Code. A written memorandum shall specify the section(s) of this Code from which the person is exempted and the reasons therefore.

I. Quarterly Directors' Report. The Chief Compliance Officer for each of the mutual funds, which Davis Advisors serves as both manager and principal underwriter, shall compile a quarterly report to be presented to the Board of Directors of each such mutual fund. Such report shall discuss compliance with this Code, and shall provide details with respect to any material failure to comply and the actions taken by the Chief Compliance Officer upon discovery of such failure.

J. Annual Directors' Report. Not less than once a year the Chief Compliance Officer for each of the mutual funds which Davis Advisors serves as both manager and principal underwriter shall furnish to Independent Directors of such mutual funds, and the Independent Directors shall consider, a written report that:

(1) Describes any material issues arising under the Code since the last report to the Directors, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations. The annual written report may incorporate by reference information included in written quarterly reports previously presented to the Directors; and

(2) Certifies that Davis Advisors has adopted procedures reasonably necessary to prevent Employees and Access Persons from violating the Code.

12

XII. Approval and Review by Boards of Directors

The Board of Directors (including a majority of the Independent Directors) of each of the mutual funds managed or sub-advised by Davis Advisors must approve this Code. Additionally, any material changes to this Code must be approved by the Board of Directors within six months after adoption of any material change. Each Board of Directors 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 of Directors must receive a certification from the mutual fund, the investment adviser, and principal underwriter that each has adopted procedures reasonably necessary to prevent employees from violating this Code.

XIII. Definitions

(1) "1940 Act" means the Investment Company Act of 1940, as amended.

(2) "Access Person" means any Employee (as defined in this Code) who (a) has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (b) are involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. All Davis Advisors Directors and Officers are Access Persons. The Compliance Department may also determine, in writing, to treat certain Employees who do not meet the definition of Access Person as Access Persons for the purposes of this Code.

(3) "Advisers Act" means the Investment Advisers Act of 1940, as amended.

(4) "Beneficial ownership" is interpreted in the same manner as it would be under section 16a-1(a)(2) of the Securities Exchange Act of 1934 in determining, whether a person has beneficial ownership of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

(5) "Chief Compliance Officer" means that individual so designated by Davis Selected Advisers, L.P., Davis Selected Advisers-NY, Inc., Davis Distributors, LLC, and each mutual Fund, which Davis Advisors serves as both Manager and Principal underwriter.

(6) "Clients" means advisory Clients of Davis Advisors.

(7) "Code" means this Code of Ethics.

(8) "Davis Advisors" means Davis Selected Advisers, L.P., Davis Selected Advisers-NY, Inc., Davis Distributors, LLC, and all affiliated entities under common control, excluding any investment companies.

(9) "Employee" means employees of Davis Advisors and has the same meaning as "supervised persons" as defined in section 202(a)(25) of the Advisers Act. These include Directors, Officers, Employees, and any other person who provides advice

13

on behalf of Davis Advisors and is subject to Davis Advisors' supervision and control.

(10) "Federal Securities Laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

(11) "Independent Directors" means Directors of any mutual fund, which Davis Advisors serves as both manager, and Principal underwriter who are not "interested persons" of the Fund or Davis Advisors, as defined in the 1940 Act.

(12) "Mutual funds," are registered open-end management investment companies. These include variable annuities, which are a form of registered open-end management Investment Company.

14

DECLARATION MANAGEMENT & RESEARCH LLC

CODE OF ETHICS

Declaration Management & Research LLC ("Declaration" or "the Company") is committed to the highest ethical and professional standards. This Code of Ethics applies to all directors, "officers"(1) and "employees"(2) of Declaration, and governs the conduct of your personal investment transactions. .

o Declaration, together with its directors, officers and employees, has a fiduciary duty to its clients which requires all of us to place the interests of clients first whenever the possibility of a conflict of interest exists.

o Employees are expected to place the interests of clients ahead of their personal interests and to treat all client accounts in a fair and equitable manner.

o All personal securities transactions must be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or other abuse of your position of trust and responsibility.

o You should not take advantage of your position by attempting to trade in advance of client accounts ("front-running"), engage in manipulative market practices such as manipulative market timing, or take advantage of an investment opportunity that properly belongs to our clients or should be offered to our clients first.

o All personal securities transactions, holdings and accounts must be reported in accordance with the provisions of this Code of Ethics.


(1) For purposes of this Code, the term "officer" or "officers" includes all senior officers of Declaration elected by the Board of Directors of Declaration, but excludes certain subordinate officers such as Assistant Treasurers and Assistant Secretaries who are not employees of Declaration, whether or not they are employed by an affiliate of Declaration, as long as they have no access to advance information about anticipated trading for client accounts and do not participate in investment decision-making for client accounts.

(2) For purposes of this Code, the term "employee" or "employees" includes all employees of Declaration, including directors who are employees and officers who are employees, and including employees who hold dual employment status with an affiliate. The terms "Non-Employee Director" and "Non-Employee Officer" refer to directors or officers who are not employees of Declaration, whether or not they are employed by an affiliate of Declaration, as long as they have no access to advance information about anticipated trading for client accounts and do not participate in investment decision-making for client accounts. For example, the Secretary and the Treasurer are currently Non-Employee Officers.


o You must comply with all applicable Federal securities laws(3).

The standards set forth above govern all conduct, whether or not the conduct is also covered by more specific provisions of this Code of Ethics. Employees are encouraged to raise any questions concerning the Code of Ethics with Carole Parker, Chief Compliance Officer, or William P. Callan, President. You should be alert at all times to honoring the spirit and intent as well as the letter of the Code. Failure to comply with the Code of Ethics may result in serious consequences, including but not limited to disciplinary action including termination of employment.

CODE PROVISIONS

1. Employees: Ban on Transactions in Corporate Fixed Income Securities, Non-Governmental Asset-Backed Securities or Derivatives Thereof.

No employee of Declaration or "family member"(4) of such an employee may trade in any corporate fixed income securities or non-governmental asset-backed securities, domestic or international, or any securities or derivatives that derive their value principally from any corporate fixed income securities or non-governmental asset-backed securities. Exemptions may be requested by contacting the Chief Compliance Officer, in writing. Exemptions may be granted for investments held at the time of employment, investments held at the time of an employee becoming subject to this restriction, investments in Declaration-managed funds where such investment appears to present no opportunity for abuse, or for other compelling reasons. The securities referenced in footnote 5 below are excluded from the bans contained in this section.

2. Employees: Pre-Clearance

Declaration requires that all permitted personal trades for employees and their "family members", as defined in this Code, be pre-cleared. This requirement for


(3) For purposes of this Code, the term "Federal securities laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

(4) For the purposes of this Code, the term "family member" means an employee's "significant other", spouse or other relative, whether related by blood, marriage or otherwise, who either (i) shares the same home, or (ii) is financially dependent upon the employee, or (iii) whose investments are controlled by the employee. The term also includes any unrelated individual for whom an employee controls investments and materially contributes to the individual's financial support.

2

pre-clearance approval applies to all transactions in debt and equity securities
(5) and derivatives, including ETF's, futures and options, which are not otherwise banned pursuant to this Code, and includes all private placements (including 144A's), whether described in footnote 5 below or not, in order to avoid any perception of favored treatment from other industry personnel or companies. Transactions in publicly traded equity securities and in publicly registered, tax-exempt, domestic debt securities (municipal bonds) are excluded from this pre-clearance requirement. A request for pre-clearance should be submitted to the Chief Compliance Officer or, in her absence, the President, containing the following information:

a) The employee's name and name of individual trading, if different,
b) Name, type and description of security or derivative,
c) CUSIP number, if publicly traded,
d) Whether sale or purchase,
e) If sale, date of purchase,
f) If a private placement (including 144A's), the seller and/or the broker and whether or not the seller and/or broker is one with whom the employee does business on a regular basis,
g) The date of the request,

or such other information as the Chief Compliance Officer may determine from time to time. Please note that approval is effective only for the date granted. Clearance of private placements or other transactions may be denied if the transaction would raise issues regarding the appearance of impropriety. A sample form for pre-clearance is attached.

In addition, portfolio managers, analysts and others with access to information about anticipated trading in client portfolios are reminded of the importance of not "front-running" a client trade or trading in close proximity (before or after) to a known or expected trade in a client account. Sanctions may be imposed for personal trading in conflict with client interests or for the mere "appearance of impropriety" in personal trading.


(5) Excludes (i) direct obligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality (one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization, or unrated but of comparable quality) short-term (maturity at issuance of less than 366 days) debt instruments, including repurchase agreements; (iii) shares issued by money-market funds; (iv) other shares issued by registered open-end investment companies (mutual funds) other than shares of mutual funds for which Declaration or an affiliate acts as the investment adviser or subadviser or principal underwriter, which must be pre-cleared and reported; and (v) shares issued by unit investment trusts that are invested exclusively in unaffiliated mutual funds. .

3

3. Employees: No Short Swing Trading in Mutual Funds Managed by Declaration or an Affiliate

In addition to the requirement that trades in mutual funds managed by Declaration or an affiliate be pre-cleared and reported, no employee may buy and sell, or sell and buy, shares of any such fund within a period of less than 30 calendar days. The Chief Compliance Officer may grant special exemptions to this requirement and to the pre-clearance requirements from time to time for automatic investment programs or in other instances that appear to involve no opportunity for abuse.

Portfolio managers are also reminded that any personal trading in mutual funds managed by Declaration or an affiliate that appears to conflict with the interests of other investors in the funds or that creates the appearance of impropriety should be avoided.

4. Employees: No Purchases of Initial Public Offerings (IPOs)

In addition to the bans contained in Section 1, no employee or "family member" may purchase any newly issued publicly-offered securities until the next business (trading) day after the offering date and after receipt of pre-clearance approval. No purchase should be at other than the market price prevailing on, or subsequent to, such business day. The Chief Compliance Officer may grant exemptions from this ban for compelling reasons if the proposed purchase appears to present no opportunity for abuse.

Employees who are registered representatives of a broker-dealer (such as Signator Investors) are subject to NASD rules and the broker-dealer's own policies and procedures regarding purchases of IPO's.

5. Non-Employee Directors and Non-Employee Officers: Pre Clearance of IPO's and Private Placements

Non-Employee Directors and Non-Employee Officers must obtain the approval of the Chief Compliance Officer or, in her absence, the President before investing in an IPO or a private placement, either directly or indirectly. Non-Employee Directors and Non-Employee Officers are not otherwise subject to the bans contained in Sections 1 and 4, the pre-clearance requirements of Section 2, or the short-swing trading restriction of Section 3.

6. Directors, Officers and Employees: Initial and Annual Disclosures of Personal Holdings

For purposes of Rule 17j-1 under the Investment Company Act of 1940, and Rule 204A-1 under the Investment Advisers Act of 1940, Declaration treats all

4

directors, officers and employees of Declaration as though they were "access persons." Therefore, all directors, officers and employees of Declaration, within 10 days after becoming an "access person" and annually thereafter, must disclose all securities in which they have any direct or indirect beneficial ownership other than securities referenced in footnote 5 above, and the name of any broker, dealer or bank with whom the individual maintained an account in which any securities were held for the direct or indirect benefit of the individual. Any accounts over which the "access person" has no direct or indirect influence or control are exempted from this disclosure requirement. Both "initial" and "annual" reports furnished under this section must contain the information required by Rule 17j-1(d)(1) and Rule 204A-1.

7. Directors, Officers and Employees: Quarterly Reports

Declaration requires all directors, "officers" and employees to file Individual Securities Transactions Reports ("Quarterlies") by the 30th day following the close of a quarter. These are required of directors, officers and certain employees by Rule 204A-1 and by Rule 17j-1(d)(1) and must contain all of the information required by those rules. All securities transactions in which the individual has any direct or indirect beneficial ownership must be disclosed except for (i) transactions affected in any account over which the individual has no direct or indirect influence or control; (ii) transactions effected pursuant to an "automatic investment plan"(6) which has been approved by the Chief Compliance Officer; and (iii) transactions in the securities referenced in footnote 5 above. In addition, all accounts in which any securities were held for the direct or indirect benefit of the employee must be disclosed. Transactions in securities include, among other things, the writing of an option to purchase or sell a security. The format for these reports has changed and each individual should carefully review the information requested and be sure that all required information has been disclosed.

8. Inside Information Policy and Procedures

Please refer to a separate Declaration policy, the Declaration Inside Information Policy and Procedures, and a separate Manulife policy, the Manulife Financial Insider Trading and Reporting Policy and List of Designated Insiders. In addition to the reporting requirements under this Code of Ethics, employees are subject to certain reporting obligations under the Declaration Inside Information Policy and Procedures. These include reporting accounts over which the employee has investment discretion and a requirement that notice of each transaction in such an account be sent to the Chief Compliance Officer within 10 days of a transaction.


(6) For purposes of this Code, "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. However, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be included in a quarterly transaction report. The Chief Compliance Officer must be advised of all automatic investment plans in order to facilitate the review of transactions and holdings reports.

5

All employees are also subject to the Manulife Financial Insider Trading and Reporting Policy and List of Designated Insiders.

The CFA Institute Standards of Practice Handbook (9th Edition 2005), noted below, contains a useful discussion on the prohibition against the use of material, non-public information.

9. Manulife Code of Business Conduct & Ethics

As required by its parent company, Declaration has adopted the Manulife Code of Business Conduct & Ethics, which is distributed annually to each employee for review and certification of compliance. The provisions of the Manulife Code of Business Conduct & Ethics, therefore, are not incorporated within this Code of Ethics.

10.Dealing with Brokers and Vendors

Declaration employees should consult the Manulife Code of Business Conduct & Ethics regarding business dealings with brokers and vendors. . Employees are reminded that any dealings with and/or potential expenditures involving public officials are limited by Section IV of the Manulife Code of Business Conduct & Ethics.

11.Service as Director

Employees should refer to the Manulife Code of Business Conduct & Ethics regarding service on boards of publicly traded companies as well as service on certain privately held company, non-profit or association boards.

12.Annual Distribution; Annual Report to the Board

This Code of Ethics will be distributed to all directors, officers and employees promptly after the commencement of their affiliation with the Company, and in addition whenever substantive amendments are made, and all directors, officers and employees will be required to acknowledge in writing their receipt of the Code and any such amendments.

Declaration will be required to report annually to its Board of Directors that all employees have received a copy of this Code of Ethics and have certified their compliance.

Declaration will summarize for the Board existing procedures and any changes made during the past year or recommended to be made, and will identify to the Board, and may identify to the Board of Directors of any registered investment company advised by Declaration, any violations requiring significant remedial action during the past year.

6

13. CFA Institute Standards of Practice Handbook (9th Ed. 2005)

At Declaration, some employees have earned and others are candidates for the Chartered Financial Analyst designation ("CFA(R)") and are subject to the Code of Ethics and Standards of Professional Conduct contained in the CFA Institute Standards of Practice Handbook. Employees are reminded that the Handbook is an excellent resource for information on professional conduct. Copies are available from the Chief Compliance Officer.

14. Code of Ethics Enforcement

Employees are required annually to certify their compliance with this Code of Ethics. The Chief Compliance Officer may grant exemptions/exceptions to the requirements of the Code on a case-by-case basis if the proposed conduct appears to involve no opportunity for abuse. All exceptions/exemptions shall be in writing and copies shall be maintained with a copy of the Code. A record shall be maintained of any decision to grant pre-clearance to a private placement transaction, or to grant an exemption to the ban on purchases of IPO's, together with the reasons supporting the decision. Similarly, a record shall be kept of any approval of a purchase of an IPO or a private placement by a Non-Employee Director or a Non-Employee Officer, together with the reasons supporting the decision.

If any director, officer or employee becomes aware of a violation of the Code, whether by themselves or by another person, the violation must be reported to the Chief Compliance Officer promptly. You may report violations or suspected violations without fear of retaliation. Declaration does not permit retaliation of any kind against directors, officers or employees for good faith reports of potentially illegal or unethical behavior.

A record shall be maintained of all violations or suspected violations reported to the Chief Compliance Officer, and any other violations of which the Chief Compliance Officer becomes aware, and of the results of the investigation and/or resolution of such violations. Such record may but need not include the name of the person reporting the violation.

The Chief Compliance Officer will review all reports submitted under this Code and will conduct post-trade monitoring and other audit procedures reasonably designed to assure compliance with the Code of Ethics. Employees are advised that the Code's procedures will be monitored and enforced, with potential sanctions for violations including a written warning, disgorgement of profits, fines, suspension, termination and, where required, reports to the CFA Institute or the appropriate regulatory authority. Copies of all reports filed, records of violations and copies of letters or other records of sanctions imposed will be maintained in a compliance file.

7

The Chief Compliance Officer will have primary responsibility for enforcing the Code of Ethics. However, significant violations of the Code may be referred by the Chief Compliance Officer to the Declaration Board of Directors for review and/or appropriate action.

Amended and restated as of October 1, 2003. Amended and restated as of September 15, 2004 Amended and restated as of January 27, 2005 Amended and restated as of May 1, 2006

8

Deutsche Bank

Deutsche Asset Management - U.S. Code of Ethics

Deutsche Bank (graphic)


--------------------------------------------------------------------------------
Original Issue Date:                                      June 1, 2004
--------------------------------------------------------------------------------
Approver:                                                 Jason Rein
--------------------------------------------------------------------------------
Owner:                                                    DeAM Compliance
--------------------------------------------------------------------------------
Contact Person:                                           Joseph Yuen
--------------------------------------------------------------------------------
Classification:                                           Policy / Guideline
--------------------------------------------------------------------------------
Functional Applicability:                                 DeAM U.S. Personnel
--------------------------------------------------------------------------------
Geographic Applicability:                                 United States
--------------------------------------------------------------------------------
Last Revision Date:                                       January 1, 2005
--------------------------------------------------------------------------------
Last Reviewed Date:                                       August 11, 2006
--------------------------------------------------------------------------------
Next Review Date:                                         January 1, 2007
--------------------------------------------------------------------------------


The information contained herein is the property of Deutsche Bank Group and may not be copied, used or disclosed in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic, mechanical, reprographic, recording or otherwise) outside of Deutsche Bank Group without prior written permission.


The information contained herein is the property of Deutsche Bank Group and may not be copied, used or disclosed in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic, mechanical, reprographic, recording or otherwise) outside of Deutsche Bank Group without prior written permission.


The information contained herein is the property of Deutsche Bank Group and may not be copied, used or disclosed in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic, mechanical, reprographic, recording or otherwise) outside of Deutsche Bank Group without prior written permission.


Table of Contents

I.   OVERVIEW..................................................................2

II.  GENERAL RULE..............................................................3

III. DEFINTIONS................................................................4

IV.  RESTRICTIONS..............................................................6
     A.  General...............................................................6
     B.  Specific Blackout Period Restrictions.................................6
         SAME-DAY RULE.........................................................6
         7-DAY RULE............................................................7
         G-CUBE RULE...........................................................7
         EXCEPTIONS TO BLACKOUT PERIODS........................................7
     C.  New Issues (IPOs).....................................................8
     D.  Short -Term Trading...................................................8
         30-DAY RULE...........................................................8
     E.  Restricted List.......................................................9
     F.  Private Placements....................................................9

V.   COMPLIANCE PROCEDURES....................................................10
     A.  Designated Brokerage Accounts........................................10
     B.  Pre-Clearance........................................................10
     C.  Scudder Proprietary Mutual Fund Holdings.............................11
     D.  Reporting Requirements...............................................11
         (i)  Disclosure of Employee Related Accounts/Provision of Statements.11
         (ii)  Quarterly Personal Securities Trading Reports ("PSTs").........11
         (iii)  Annual Acknowledgement of Personal Securities Holdings........12
         (iv)  Annual Acknowledgement of Accounts.............................13
     E.  Confirmation of Compliance with Policies.............................13

VI.  OTHER PROCEDURES/RESTRICTIONS............................................13
     A.  Service on Boards of Directors.......................................13
     B.  Outside Business Affiliations........................................14
     C.  Executorships........................................................14
     D.  Trusteeships.........................................................14
     E.  Custodianships and Powers of Attorney................................15
     F.  Gifts................................................................15
     G.  Rules for Dealing with Governmental Officials and Political
         Candidates...........................................................17
     H.  Confidentiality......................................................18

VII. SANCTIONS................................................................19

VIII.INTERPRETATIONS AND EXCEPTIONS...........................................19

IX.  APPENDIX.................................................................20
     SCHEDULE A...............................................................20
     SCHEDULE B: Supplement to the DeAM Code of Ethics........................21
     SCHEDULE C:  DeAM - U.S. Code of Ethics Sanctions........................22

1

DEUTSCHE ASSET MANAGEMENT
U.S. CODE OF ETHICS

I. OVERVIEW

The Deutsche Asset Management - U.S. Code of Ethics ("the Code") sets forth the specialized rules for business conduct and guidelines for the personal investing activities that generally are required of employees involved in the United States investment management areas of the Deutsche Bank Group and its affiliates
(collectively "Deutsche Asset Management" or "DeAM").(1)

The provisions of the Code shall apply to all DeAM Employees in the U.S., as categorized in the Definition Section (Section III) and such other employees as the Compliance Department ("Compliance")(2) may determine from time to time. The Code supplements the Deutsche Bank Code of Professional Conduct and the Deutsche Asset Management Compliance Policies and Procedures Manual ("Compliance Manual") available at the following link:

http://docbase.backoff.nyc.dbna.com/Policy:/Compliance/Deutsche Asset Management/Deutsche Asset Management

Each Employee must observe these policies, as well as abide by the additional principles and rules set forth in the Code, and any other applicable legal vehicle or division specific policies and obligations.

It is essential that all Deutsche Bank employees understand and adhere to Deutsche Bank's commitment to act with fairness, decency and integrity in all of its business dealings. As part of this commitment, Member of the Board of Managing Directors, Tessen von Heydebreck, and Henry Klehm, Global Head of Compliance have introduced the Deutsche Bank Global Compliance Core Principles ("GCCP"). The GCCP set forth core principles regarding a wide range of regulatory and conduct related issues, and provide guidance to promote the highest standards of ethical conduct. This document is available at the following link:

http://docbase.backoff.nyc.dbna.com/Policy:/Global/Group/DB Docs/C. Effective/ Global_Compliance_DB Group: Global Compliance Core Principles


(1) Deutsche Asset Management is the marketing name in the U.S. for the asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas (formerly Bankers Trust Co.), Deutsche Bank Securities Inc. (limited applicability, see Schedule A), Deutsche Asset Management Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Investment Management Americas Inc. (and its affiliates, including Scudder Investor Services, Inc. and Scudder Distributors Inc.), Scudder Trust Company and RREEF America L.L.C.

(2) "Compliance" refers to the DB Americas centralized Compliance Unit (generally referred to herein as "Central Compliance," and/or its unit specifically designated to the DeAM business unit: "DeAM Compliance").

2

Von Heydebreck and Klehm stress that all Deutsche Bank employees are expected to review and act in compliance with the GCCP.

The Code and any amendments thereof will be provided to all employees of DeAM. All employees must acknowledge receipt of the Code within ten (10) days of hire and on an annual basis at a time set forth by DeAM Compliance, within the Code of Ethics Annual Acknowledgement. All employees must also acknowledge receipt of any amendments made to the Code if such determination is made by DeAM Compliance that such acknowledgement should occur prior to the next Code of Ethics Annual Acknowledgement period.

You may find the latest version of the Code at the following link:

http://nyc.compliance.cc.intranet.db.com/nd_nyc/code.shtml


II. GENERAL RULE

DeAM Employees will, in varying degrees, participate in or be aware of fiduciary and investment services provided to registered investment companies, institutional investment clients, employee benefit trusts and other types of investment advisory accounts. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity. We will at all times conduct ourselves with integrity and distinction, putting first the interests of our clients.

Accordingly, personnel acting in a fiduciary capacity must carry out their duties for the exclusive benefit of the client accounts. Consistent with this fiduciary duty, the interests of DeAM clients take priority over the investment desires of DeAM and DeAM personnel. All DeAM personnel must conduct themselves in a manner consistent with the requirements and procedures set forth in the Code.

|_| There must be no conflict, or appearance of conflict, between the self-interest of any Employee and the responsibility of that Employee to Deutsche Bank, its shareholders or its clients.(3)

|_| Employees must never improperly use their position with Deutsche Bank for personal or private gain to themselves, their family or any other person.


(3) The rules herein cannot anticipate all situations which may involve a possible conflict of interest. If an Employee becomes aware of a personal interest that is, or might be, in conflict with the interest of a client, that person should disclose the potential conflict to DeAM Compliance or Legal prior to executing any such transaction.

3

DeAM Employees may also be required to comply with other policies imposing separate requirements. Specifically, they may be subject to laws or regulations that impose restrictions with respect to personal securities transactions, including, but not limited to, Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940 (the "Act"). The purpose of this Code of Ethics is to ensure that, in connection with his or her personal trading, no Employee (as defined below) shall conduct any of the following acts upon a client account:

o To employ any device, scheme or artifice to defraud;
o To make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading;
o To engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or
o To engage in any manipulative practice.

Any violations of the Code of Ethics must be reported to designated Compliance person. The Chief Compliance Officer will receive periodic reports of all violations of the Code of Ethics.


III. DEFINTIONS

A. "Investment Personnel" shall mean and include:

Portfolio Managers, traders and analysts (and other Employees who work directly with Portfolio Managers in an assistant capacity). As those responsible for making investment decisions (or participating in such decisions) in client accounts or providing information or advice to Portfolio Managers or otherwise helping to execute or implement the Portfolio Managers' recommendations, Investment Personnel occupy a comparatively sensitive position, and thus, additional rules outlined herein apply to such individuals.

B. "Access Person" shall mean and include:

(i) Officers and directors of DeAM entities and officers and directors of DeAM-sponsored investment companies who are affiliated persons of DeAM entities. Also included are Employees of these entities who have access to timely information relating to investment management activities, research and/or client portfolio holdings as well as those who in the course of their job regularly receive access to client trading activity (this would generally include members of the Investment Operations and Treasurer's Offices). Also included here are persons in a control relationship (as defined in Section 2(a)(9) of the Act) to DeAM who obtain information concerning investment recommendations made to any client account.

4

(ii) Any other personnel with responsibilities related to the asset management business or frequent interaction with Access Persons or Investment Personnel as determined by Compliance (e.g., Legal, Compliance, Risk, Operations, Sales & Marketing, as well as certain long-term temporary Employees and consultants).

C. "Non-Access Person" shall mean and include:

DeAM personnel who are not defined in Section III A. or B. above, and who have access to neither client trading activity nor recommendations made in relation to any client account. An example includes Employees of the Mutual Funds Call Center in Chicago.

D. "Employees" is a general term which shall include all DeAM employees, including Investment Personnel, Access Persons and Non-Access Persons as well as those non-DeAM employees who are subject to this Code of Ethics (see III.B.(ii) above).

E. "Accounts" shall mean all securities accounts, whether brokerage or otherwise, securities held directly outside of accounts and shall include open-end and closed-end Mutual Fund accounts.

F. "Employee Related Account" of any person subject to the Code shall mean:

(i) The Employee's own Accounts;
(ii) The Employee's spouse's/domestic partner's Accounts and the Accounts of minor children and other relatives living in the Employee's home;
(iii) Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in their home have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and
(iv) Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner exercises investment discretion or direct or indirect influence or control.

NOTE: ANY PERSON SUBJECT TO THE CODE IS RESPONSIBLE FOR COMPLIANCE WITH
THESE RULES WITH RESPECT TO ANY EMPLOYEE RELATED ACCOUNT, AS APPLICABLE.

G. "Securities" shall include equity or debt securities, derivatives of securities (such as options, warrants, and ADRs), futures, commodities, securities indices, exchange-traded funds, government and municipal bonds and similar instruments, but do not include:

(i) Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

H. "Mutual Funds" shall include all mutual funds (open-end and closed-end mutual funds), but will exclude:

(i) Shares of open-end money market mutual funds (unless otherwise directed by Compliance).

5


IV. RESTRICTIONS

For purposes of the Code, a prohibition or requirement applicable to any Employee applies also to transactions in Securities and Mutual Funds for any of that Employee's Employee Related Accounts, including transactions executed by that Employee's spouse or relatives living in that Employee's household (see definition under III.F.).

A. General

(i) The Basic Policy: Employees have a personal obligation to conduct their investing activities and related Securities and Mutual Fund transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of Deutsche Asset Management and its clients. Employees must carefully consider the nature of their DeAM responsibilities - and the type of information that he or she might be deemed to possess in light of any particular Securities and Mutual Fund transaction - before engaging in that transaction.

(ii) Material Nonpublic Information: Employees in possession of material nonpublic information about or affecting Securities or their issuer are prohibited from buying or selling such Securities or advising any other person to buy or sell such Securities. See also Compliance Manual -- Confidential, Material, Non-Public Information, Chinese Walls, Insider Trading and Related Matters Policy.

(iii) Corporate and Departmental Restricted Lists: Employees are not permitted to buy or sell any Securities that are included on the Corporate Restricted List (available on the intranet) and/or other applicable departmental restricted lists.

(iv) "Frontrunning:" Employees are prohibited from buying or selling Securities, Mutual Funds or other instruments in their Employee Related Accounts so as to benefit from the Employee's knowledge of the Firm's or a client's trading positions, plans or strategies, or forthcoming research recommendations.

B. Specific Blackout Period Restrictions

(i) SAME-DAY RULE: Investment Personnel and Access Persons shall not knowingly effect the purchase or sale of a Security for an Employee Related Account on a day during which any client account has a "buy" or "sell" order for the same Security, until that order is executed or withdrawn.

6

(ii) 7-DAY RULE: Investment Personnel shall not effect the purchase or sale of a Security for an Employee Related Account within seven calendar days before or seven calendar days after the same Security is traded (or contemplated to be traded) for by a client account with which the individual is associated.

(iii) G-CUBE RULE: Investment Personnel and other persons with real time access to a global research sharing system platform (e.g., "GERP"(4)) shall not effect the purchase or sale of a Security for an Employee Related Account within seven calendar days before or seven calendar days after the same Security (a) is added to/deleted from or has its weighting changed in the "Model" Portfolio; or (b) has its internal rating upgraded or downgraded; or (c) has research coverage initiated.

(iv) Employees must always act to avoid any actual or potential conflict of interest between their DeAM duties and responsibilities and their personal investment activities. To avoid potential conflicts, absent specific written approval from their Managing Officer(5) and Compliance, Employees should not personally invest in Securities issued by companies with which they have significant dealings on behalf of DeAM, or in investment vehicles sponsored by the companies. Additional rules that apply to Securities transactions by Employees, including the requirement for Employees to pre-clear personal Securities transactions and rules regarding how Employee Related Accounts must be maintained, are described in more detail later in this Code of Ethics.

(v) Deutsche Bank Securities: During certain times of the year, all Deutsche Bank Employees are prohibited from conducting transactions in the equity and debt Securities of Deutsche Bank, which affect their beneficial interest in the Firm. Central Compliance generally imposes these "blackout" periods around the fiscal reporting of corporate earnings. Blackouts typically begin two days prior to the expected quarterly or annual earnings announcement and end after earnings are released publicly. Additional restricted periods may be required for certain individuals and events, and Compliance will announce when such additional restricted periods are in effect.

(vi) EXCEPTIONS TO BLACKOUT PERIODS (above items i, ii, and iii only)


(4) GERP (Global Equity Research Portal) is a web-based application (Active Equity businesses) allowing for the publishing and dissemination of research and model portfolios in real-time by the Global Sector Teams, Portfolio Selection Teams, Local Research Teams, designated PIC/PB users and Small Cap Teams to Portfolio Managers, who will use GERP for investment recommendations and portfolio construction for clients.

(5) For purposes of this policy, "Managing Officer" is defined as an officer of at least the Managing Director level to whom the Employee directly or indirectly reports, who is in charge of the Employee's unit (e.g., a Department Head, Division Head, Function Head, Group Head, General Manager, etc).

7

The following are exempt from the specified blackout periods:

|_| The purchase or sale of 500 shares or less in companies comprising the S&P 500 Index;

|_| ETFs (Exchange-Traded Funds - e.g., SPDRs or "Spiders" (S&P 500 Index), DIAs or "Diamonds" (Dow Jones Industrial Average), etc.);

|_| Government and municipal bonds;

|_| Currency and Interest Rate Futures;

|_| Securities indices;

|_| Shares purchased under an issuer sponsored Dividend Reinvestment Plan ("DRIPs"), other than optional purchases;

|_| To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities; and

|_| Securities purchased under an employer sponsored stock purchase plan or upon the exercise of employee stock options.

Note: Transactions in derivative instruments, including warrants, convertible Securities, futures and options, etc. shall be restricted in the same manner as the underlying Security.

C. New Issues (IPOs)

Investment Personnel, Access Persons and Non-Access Persons are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering. This prohibition applies even if Deutsche Bank (or any affiliate of Deutsche Bank) has no underwriting role and/or is not involved with the distribution.

D. Short -Term Trading

Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. Deutsche Bank generally discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance or compromises the duty that Deutsche Bank owes to its clients and shareholders will not be tolerated.

30-DAY RULE: Employees are prohibited from transacting in the purchase and sale, or sale and purchase, of the same (or equivalent) Securities and Mutual Funds within 30 calendar days. The 30-day holding period also applies to each short vs. the box sale, which is the only short sale permitted activity. Therefore, for purposes of this section, the assumption

8

is a last in, first out (LIFO) order of transaction in a particular Security and Mutual Fund. The following are exempted from this restriction:

|_| Shares purchased under an issuer sponsored Dividend Reinvestment Plan ("DRIPs"), other than optional purchases;

|_| To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities;

|_| Securities purchased under an employer sponsored stock purchase plan;

|_| Securities pre-cleared and purchased with a specific stop-limit provision attached;

|_| Mutual Funds subject to periodic purchase plans (i.e., can be sold once within 30 days after a periodic purchase); and,

|_| Fixed Income Mutual Funds investing in government bonds with "short-term" in their name.

E. Restricted List

All Deutsche Bank Employees are prohibited from buying or selling any Securities that are included on the Corporate Restricted List and/or other applicable departmental restricted lists. The Corporate Restricted List is available on the intranet at:

http://cct-grl-prd.svc.btco.com/corp/cct/grl/grl_init.htm

(It is also available through the "Americas Portal" at http://americasportal.cc.db.com/ listed under "Employee Trading".)

Please see Compliance Manual -- Restricted List: Overview & Instructions Policy.

F. Private Placements

Prior to effecting a transaction in private Securities (i.e., Securities not requiring registration with the Securities and Exchange Commission and sold directly to the investor), all Employees must first, in accordance with Deutsche Bank policy, obtain the approval of his/her supervisor and then pre-clear the transaction with the Central Compliance Department, including completing the questionnaire. Any person who has previously purchased privately-placed Securities must disclose such purchases to the


(6) GERP (Global Equity Research Portal) is a web-based application (Active Equity businesses) allowing for the publishing and dissemination of research and model portfolios in real-time by the Global Sector Teams, Portfolio Selection Teams, Local Research Teams, designated PIC/PB users and Small Cap Teams to Portfolio Managers, who will use GERP for investment recommendations and portfolio construction for clients.

(7) For purposes of this policy, "Managing Officer" is defined as an officer of at least the Managing Director level to whom the Employee directly or indirectly reports, who is in charge of the Employee's unit (e.g., a Department Head, Division Head, Function Head, Group Head, General Manager, etc).

9

Compliance Department before he or she participates in a fund's or an advisory client's subsequent consideration of an investment in the Securities of the same or a related issuer.


V. COMPLIANCE PROCEDURES

A. Designated Brokerage Accounts

All Employees must obtain the explicit permission of the Central Compliance Department prior to opening a new Employee Related Account. Upon joining Deutsche Bank, new Employees are required to disclose all of their Employee Related Accounts (as previously defined) to Central Compliance and must carry out the instructions provided to conform such accounts, if necessary, to the Firm's policies.

Under no circumstance is an Employee permitted to open or maintain any Employee Related Account that is undisclosed to Compliance. Also, the policies, procedures and rules described throughout this Code of Ethics apply to all Employee Related Accounts.

Accordingly, all Employees are required to open and maintain their Employee Related Accounts in accordance with the Deutsche Bank Employee/Employee-Related Trading Policy, including directing their brokers to supply duplicate copies of transaction confirmations and periodic account statements, as well as additional division-specific requirements, if any.

B. Pre-Clearance

Proposed Securities and closed-end Mutual Fund transactions must be pre-cleared by all Employees with the Central Compliance Department (and approved by a Supervisor) in accordance with the Deutsche Bank Employee/Employee-Related Trading Policy via the intranet based Employee Trade Request ("ETR") system prior to their being placed with the broker. Such approvals are good only for the day on which they are issued. Employees are personally responsible for ensuring that the proposed transaction does not violate the Firm's policies or applicable securities laws and regulations by virtue of the Employee's Deutsche Bank responsibilities or information he or she may possess about the Securities or their issuer.

The following are exempted from the pre-clearance requirement:

|_| Open-end Mutual Funds;

|_| Direct obligations of the Government of the United States;

|_| Shares purchased under an issuer sponsored Dividend Reinvestment Plan ("DRIPs"), other than optional purchases;

10

|_| Accounts expressly exempted by Central Compliance which are managed under the exclusive direction of an outside money manager;

|_| Securities pre-cleared and purchased with a specific stop-limit provision attached do not require additional pre-clearance prior to execution;

|_| To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities; and

|_| Securities purchased under an employer sponsored stock purchase plan.

C. Scudder Proprietary Mutual Fund Holdings

All Employees are required to maintain their holdings of Scudder proprietary mutual funds in the Deutsche Bank 401(k) Plan, in E*Trade or Deutsche Bank Alex Brown brokerage accounts, or directly with Scudder Investments.

D. Reporting Requirements

(i) Disclosure of Employee Related Accounts/Provision of Statements

As stated in Section V. COMPLIANCE PROCEDURES (A. Designated Brokerage Accounts) above, upon joining Deutsche Bank, new Employees are required to disclose all of their Employee Related Accounts to Central Compliance, and must carry out the instructions provided to conform such Accounts, if necessary, to Deutsche Bank policies.

In addition, pursuant to Rule 17j-1 of the Act, no later than ten (10) days after an individual becomes an Employee (i.e., joining/transferring into DeAM, etc.), he or she must also complete and return a "Personal Securities Holdings Report" (filed during the "new hire" Code of Ethics Annual Acknowledgement) for Securities and Mutual Fund holdings to DeAM Compliance (see iii. Annual Acknowledgement of Personal Securities Holdings below).

(ii) Quarterly Personal Securities Trading Reports ("PSTs")

11

Pursuant to Rule 17j-1 of the Act, within thirty (30) days of the end of each calendar quarter, all Employees must submit to DeAM Compliance a PST report for Securities and Mutual Fund transactions, unless exempted by a division-specific requirement, if any.

All PSTs that have reportable personal Securities and Mutual Fund transactions for the quarter will be reviewed by the appropriate designated supervisory and/or Compliance person. Employees that do not have any reportable transactions in a particular quarter must indicate as such in the reporting system for the respective quarter.

The following types of transactions do not have to be reported:

o Transactions effected in an account in which the employee has no direct or indirect influence or control (i.e. discretionary/managed accounts) do not have to be reported.

o Transactions in mutual funds subject to periodic purchase plans are not required to be reported quarterly, but holdings in such are still required to be reported annually (see iii. below).

o Transactions effected pursuant to an automatic investment plan or as a result of a dividend reinvestment plan do not have to be reported.

o Transactions in the following:

o Bankers' Acceptances;
o Bank Certificates of Deposits (CDs);
o Commercial Paper;
o Money Markets;
o Direct Obligations of the U.S. Government;
o High Quality, Short-Term Debt Instruments (including repurchase agreements); and,
o Open-End MONEY MARKET Mutual Funds (unless specifically directed by DeAM Compliance)

(iii) Annual Acknowledgement of Personal Securities Holdings

All Employees must submit to DeAM Compliance on an annual basis at a date specified by DeAM Compliance, a Personal Securities Holdings Report for all Securities and Mutual Fund holdings, unless exempted by a division-specific requirement, if any.

A new employee must submit this report within ten (10) days of hire or rehire. This report must be submitted once within each twelve (12) month period and the information submitted must be current within forty-five (45) calendar days of the report or forty-five (45) days prior to the hire date, in the case of a new employee.

12

All Personal Securities Holdings will be reviewed by the appropriate designated supervisory and/or Compliance person. Employees that do not have any reportable securities holdings must indicate as such in the reporting system.

The following types of holdings do not have to be reported:

o Securities held in accounts over which the employee had no direct or indirect influence or control (i.e. discretionary/managed accounts) do not require reporting.

o Bankers' Acceptances;
o Bank Certificates of Deposits (CDs);
o Commercial Paper;
o Money Markets;
o Direct Obligations of the U.S. Government;
o High Quality, Short-Term Debt Instruments (including repurchase agreements); and,
o Open-End MONEY MARKET Mutual Funds (unless specifically directed by DeAM Compliance)

(iv) Annual Acknowledgement of Accounts

Once each year, at a date to be specified by Central Compliance, each Employee must acknowledge that they do or do not have brokerage and Mutual Fund Accounts. Employees with brokerage and Mutual Fund Accounts must acknowledge each Account.

E. Confirmation of Compliance with Policies

Annually, each Employee is required to acknowledging that he or she has received the Code, as amended or updated, and confirm his or her adherence to it. Understanding and complying with the Code and truthfully completing the Acknowledgment is the obligation of each Employee. Failure to perform this obligation may result in disciplinary action, including dismissal, as well as possible civil and criminal penalties. (See Section I. OVERVIEW)


VI. OTHER PROCEDURES/RESTRICTIONS

A. Service on Boards of Directors

Service on Boards of publicly traded companies should be limited to a small number of instances. However, such service may be undertaken after approval from the regional head of Deutsche Asset Management and Compliance, based upon a determination that these activities are consistent with the interests of DeAM and its clients. Employees serving as directors will not

13

be permitted to participate in the process of making investment decisions on behalf of clients which involve the subject company.

DeAM Compliance will periodically present updates on such information to the DeAM Investment Committee for review and approval.

B. Outside Business Affiliations

Employees may not maintain outside business affiliations (e.g., officer, director, governor, trustee, part-time employment, etc.) without the prior written approval of the appropriate senior officer of their respective business units after consultation with Compliance (see request form in the Appendix), and disclosure to the Office of the Secretary as required.

C. Executorships

The duties of an executor are often arduous, time consuming and, to a considerable extent, foreign to our business. As a general rule, DeAM discourages acceptance of executorships by members of the organization. However, business considerations or family relationships may make it desirable to accept executorships under certain wills. In all cases (other than when acting as Executor for one's own spouse, parent or spouse's parent), it is necessary for the individual to have the written authorization of the Firm to act as an executor. All such existing or prospective relationships should be reported in writing to DeAM Compliance.

When DeAM Employees accept executorships under clients' wills, the organization considers these individuals to be acting for DeAM and that fees received for executors' services rendered while associated with the firm are exclusively DeAM income. In such instances, the Firm will indemnify the individual and the individual will be required at the time of qualifying as executor to make a written assignment to DeAM Compliance of any executor's fees due under such executorships. Copies of this assignment and DeAM's authorization to act as executor are to be filed in the client's file.

Generally speaking, it is not desirable for members of the organization to accept executorships under the wills of persons other than a client, a spouse or a parent. Authorization may be given in other situations assuming that arrangements for the anticipated workload can be made without undue interference with the individual's responsibilities to DeAM. For example, this may require the employment of an agent to handle the large amount of detail which is usually involved. In such a case, the Firm would expect the individual to retain the commission. There may be other exceptions which will be determined based upon the facts of each case.

D. Trusteeships

14

It can be desirable for members of the organization to act individually as trustees for clients' trusts. Such relationships are not inconsistent with the nature of our business. As a general rule, DeAM does not accept trustee's commissions where it acts as investment counsel. As in the case of most executorships, all trusteeships must have the written approval of the Firm.

It is recognized that Employees may be asked to serve as trustees of trusts which do not employ DeAM. The Firm will normally authorize Employees to act as trustees for trusts of their immediate family. Other non-client trusteeships can conflict with our clients' interests so that acceptance of such trusteeships will be authorized only in unusual circumstances.

E. Custodianships and Powers of Attorney

It is expected that most custodianships will be for minors of an individual's immediate family. These will be considered as automatically authorized and do not require written approval of the Firm. However, the written approval of DeAM (see Appendix) is required for all other custodianships.

Entrustment with a Power of Attorney to execute Securities transactions on behalf of another requires written approval of the Firm. Authorization will only be granted if DeAM believes such a role will not be unduly time consuming or create conflicts of interest.

F. Gifts

Units of the Deutsche Bank Group may neither solicit nor accept inducements.(8) However, gifts offered or received which have no undue influence on providing financial services are not generally prohibited. Special circumstances may apply to Employees acting in certain capacities within the organization.(9) If you have questions regarding the capacity in which you are acting, consult the Compliance Group.

(i) Accepting Gifts Employees are prohibited from soliciting personal payment or gift to influence, support or reward service, transaction or business involving Deutsche Bank, or that appears to be made or offered in anticipation of future service, transaction or business opportunity. A payment or gift includes any fee, compensation, remuneration or thing of value.


(8) Under the Bank Bribery Act and other applicable laws and regulations, severe penalties may be imposed on anyone who offers or accepts such improper payments or gifts. If you receive or are offered an improper payment or gift, or if you have any questions as to the application or interpretation of Deutsche Bank's rules regarding the acceptance of gifts, you must bring the matter to the attention of the Compliance Department.

(9) In accordance with regulations and practices in various jurisdictions, as well as the rules of the New York Stock Exchange and the National Association of Securities Dealers, Inc. certain Employees may be subject to more stringent gift-giving and receiving guidelines. In general, these rules apply to the receipt of gifts by and from "associated persons" or where such gratuity is in relation to the business of the employer. If you have any questions regarding your role relative to these rules contact the Compliance Group.

15

The acceptance of some types of unsolicited reasonable business gifts are permissible, providing the following requirements are met:

1. Cash gifts of any amount are prohibited. This includes cash equivalents such as gift certificates, bonds, securities or other items that may be readily converted to cash.

2. Gifts, other than cash, given in connection with special occasions (e.g., promotions, retirements, weddings), of reasonable value as defined by the Business Group's procedures are permissible.

3. Reasonable and conventional business courtesies, such as joining a client or vendor in attending sporting events, golf outings or concerts, provided that such activities involve no more than the customary amenities.

4. The cost of working session meals or reasonable related expenses involving the discussion or review of business matters related to Deutsche Bank may be paid by the client, vendor or others, provided that such costs would have otherwise been reimbursable to the Employee by Deutsche Bank in accordance with its travel and entertainment and expense reimbursement policies.

The Employee must report to their management gifts received according to the procedures established within their Business Group. Business Group Management is responsible for ensuring relevant gift information is documented in the Business Group's log of gifts and the log is forwarded to the Compliance Group on request. Business Group Management will bring apparent or perceived issues to the attention of the Compliance Group.

(ii) Gift Giving (to Persons other than Government Officials) In appropriate circumstances, it may be acceptable for Deutsche Bank Employees to extend gifts to clients or others who do business with Deutsche Bank. Employees should be certain that the gift does not give rise to a conflict of interest, or appearance of conflict, and that there is no reason to believe that the gift violates applicable codes of conduct of the recipient.

Employees may make business gifts at Deutsche Bank's expense, provided:

1. The gift is not cash or a cash equivalent - regardless of amount.

16

2. The gift is of reasonable value in the circumstances, and should not exceed a value of U.S. $100 unless the specific prior approval of an appropriate manager is obtained.

3. The gift is lawful and in accordance with regulatory rules and generally accepted business practices of the governing jurisdictions.

4. The Employee is authorized to give gifts by his/her Business Group Management and follows all procedures established within his/her Group.

Business Group Management will ensure that relevant gift information is documented in the Business Group's log of gifts and that the log is forwarded to the Compliance Group on a monthly basis. Business Group Management is responsible for bringing any apparent or perceived issues to the attention of the Compliance Group.

(iii) Gifts to Government Officials The Compliance Department must be contacted prior to making gifts to a governmental employee or official. Various governmental agencies, legislative bodies and jurisdictions may have rules and regulations regarding the receipt of gifts by their employees or officials. In some cases, government employees or officials may be prohibited from accepting any gifts. (See next section for additional rules regarding political contributions.)

(iv) Non-Cash Compensation Employees, Registered Representatives and Associated Persons of Deutsche Asset Management broker-dealer affiliates must also comply with National Association of Securities Dealers, Inc. (NASD(R)) Rules governing the payment of Non-Cash Compensation. Non-Cash Compensation encompasses any form of compensation received in connection with the sale and distribution of variable contracts and investment company securities that is not cash compensation, including, but not limited to, merchandise, gifts and prizes, travel expenses, meals and lodging.

For more information on the policy refer to the Scudder Distributors Inc. Written Supervisory Procedures and the Scudder Investor Services, Inc. Written Supervisory Procedures.

G. Rules for Dealing with Governmental Officials and Political Candidates

(i) Corporate Payments or Political Contributions(i) No corporate payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing or retaining business for

17

Deutsche Bank or influencing any decision on its behalf.

o The Federal Election Campaign Act prohibits corporations and labor organizations from using their general treasury funds to make contributions or expenditures in connection with federal elections, and therefore Deutsche Bank departments may not make contributions to U.S. Federal political parties or candidates.

o Corporate contributions to political parties or candidates in jurisdictions not involving U.S. Federal elections are permitted only when such contributions are made in accordance with applicable local laws and regulations, the prior approval of a member of the DeAM Executive Committee has been obtained and the Deutsche Bank Americas Regional Cost Committee has been notified.

Under the Foreign Corrupt Practices Act, Bank Bribery Law, Elections Law and other applicable regulations, severe penalties may be imposed on Deutsche Bank and on individuals who violate these laws and regulations. Similar laws and regulations may also apply in various countries and legal jurisdictions where Deutsche Bank does business.

(ii) Personal Political Contributions No personal payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing business for Deutsche Bank or influencing any decision on its behalf. Employees should always exercise care and good judgment to avoid making any political contribution that may give rise to a conflict of interest or the appearance of conflict. For example, if a DeAM business unit engages in business with a particular governmental entity or official, DeAM Employees should avoid making personal political contributions to officials or candidates who may appear to be in a position to influence the award of business to Deutsche Bank.

(iii) Entertainment of Government Officials Entertainment and other acts of hospitality toward government or political officials should never compromise or appear to compromise the integrity or reputation of the official or Deutsche Bank. When hospitality is extended, it should be with the expectation that it will become a matter of public knowledge.

H. Confidentiality

Employees must not divulge contemplated or completed securities transactions or trading strategies of DeAM clients to any person, except as required by the performance of such person's duties and only on a need-to-know basis. In addition, the Deutsche Bank standards contained in

18

the Compliance Manual -- Confidential, Material, Non-Public Information, Chinese Walls, Insider Trading and Related Matters Policy, as well as those within the Code of Professional Conduct must be observed.


VII. SANCTIONS

Any Employee who violates the Code may be subject to disciplinary actions, including possible dismissal. In addition, any Securities transactions executed in violation of the Code, such as short-term trading or trading during blackout periods, may subject the Employee to sanctions, ranging from warnings and trading privilege suspensions to financial penalties, including but not limited to, unwinding the trade and/or disgorging of the profits. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations.


VIII. INTERPRETATIONS AND EXCEPTIONS

Compliance shall have the right to make final and binding interpretations of the Code and may grant an exception to certain of the above restrictions, as long as no abuse or potential abuse is involved. Each Employee must obtain approval from DeAM Compliance before taking action regarding such an exception. Any questions regarding the applicability, meaning or administration of the Code shall be referred in advance of any contemplated transaction to DeAM Compliance.

In addition, DeAM has an Ethics Committee that is empowered to administer, apply, interpret and enforce the Code.

19


APPENDIX

SCHEDULE A

The following entities(10) have adopted the Deutsche Asset Management Code of Ethics:

DB Investment Managers, Inc.

Deutsche Asset Management Inc. (formerly Morgan Grenfell Inc.)

Deutsche Investment Management Americas Inc.

DB Absolute Return Strategies

Investment Company Capital Corp.

Scudder Distributors Inc.

Scudder Financial Services, Inc.

Scudder Investor Services, Inc.

Scudder Trust Company

RREEF America L.L.C.


(10) The references in the document to DeAM Employees include employees of the entities that have adopted the Deutsche Asset Management Code of Ethics.

20

SCHEDULE B

SUPPLEMENT
TO THE
DEUTSCHE ASSET MANAGEMENT - U.S CODE OF ETHICS

RREEF America L.L.C. ("RREEF")

A-1. Effective Date. This Supplement to the Deutsche Asset Management - U.S. Code of Ethics (the "Code") shall be effective February 1, 2004. The Code and this Supplement shall replace and supersede the RREEF America L.L.C. Code of Ethics (Last Updated December 2002).

A-2. Applicability. The restrictions of the Code applying to Investment Personnel shall apply only to those Employees of RREEF who are Investment Personnel employed on the RREEF Securities Investment Team. The restrictions of the Code applying to Access Persons shall apply only to (i) those RREEF Employees, officers or directors who, with respect to any registered investment company or other securities investment advisory client, make any recommendation, participate in the determination of which recommendation will be made, or whose principal functions or duties relate to the determination or which recommendations will be made, or who, in connection with his or her duties, obtain any timely information concerning recommendations on Securities being made by RREEF, or (ii) those RREEF Employees who are designated as covered under this Supplement to the Code by DeAM Compliance or its designee.

A-3. Additional Trading Restrictions. In addition to the restrictions set forth in the Code, no RREEF Employee identified in Section A-2 of this Supplement shall, without the prior written approval of DeAM Compliance, acquire or sell any Real Estate Securities in any Employee Related Account. Approvals of acquisitions will be granted only in extraordinary circumstances. Real Estate Securities shall include all publicly-traded Securities issued by any Real Estate Investment Trust ("REIT"), as well as publicly-traded Securities issued by companies if at least 50% of their revenues, or at least 50% of the market value of their assets, are attributable to the ownership, construction, management or sale of residential, commercial or industrial real estate. These companies may include real estate master limited partnerships and real estate brokers and developers.

A-4. Adoption of the Deutsche Bank Americas Code of Professional Conduct. The terms of the Deutsche Bank Americas Code of Professional Conduct are hereby incorporated into this Supplement and those Employees of RREEF identified in
Section A-2 of this Supplement shall be subject to and covered by such terms.

21

A-5. Conflict. In the event of any conflict or discrepancy between the terms of the Code and this Supplement with respect to any RREEF Employee, the terms of this Supplement shall govern.

DeAM - U.S. Code of Ethics Sanctions
--------------------------------------------------------------------------------
Violation                                               Sanction
------------------------------------------------------- ------------------------
Failure to Obtain Pre-Clearance(1)
--------------------------------------------------------------------------------

Managing Director, Director and Vice President (also Portfolio Managers and Investment Personnel regardless of level)

  1st Violation               Written Warning
----------------------------- --------------------------------------------------
  2nd Violation               $200.00 Fine
----------------------------- --------------------------------------------------
  3rd Violation +             Trading Prohibited for 30 Days(2) and $500.00 Fine
----------------------------- --------------------------------------------------
Below Vice President
--------------------------------------------------------------------------------
  1st Violation               Written Warning
----------------------------- --------------------------------------------------
  2nd Violation               $100.00 Fine
----------------------------- --------------------------------------------------
  3rd Violation +             Trading Prohibited for 30 days(2) and $250.00 Fine
--------------------------------------------------------------------------------
Failure to Comply with the with Same Day Rule(3)
--------------------------------------------------------------------------------
Portfolio Manager
--------------------------------------------------------------------------------
  1st Violation      Unwind the Trade/Disgorgement of Profit and Written Warning
-------------------  -----------------------------------------------------------
  2nd Violation      Unwind the Trade/Disgorgement of Profit and $200.00 Fine
-------------------  -----------------------------------------------------------
  3rd Violation +    Unwind the Trade/Disgorgement of Profit and $500.00 Fine
--------------------------------------------------------------------------------
Investment Personnel (Non-Portfolio Manager)
--------------------------------------------------------------------------------
  1st Violation          Potentially Unwind the Trade/Disgorgement of Profit and
                         Written Warning
------------------------ -------------------------------------------------------
  2nd Violation          Potentially Unwind the Trade/Disgorgement of Profit and
                         $150.00 Fine
------------------------ -------------------------------------------------------
  3rd Violation +        Potentially Unwind the Trade/Disgorgement of Profit and
                         $400.00 Fine
--------------------------------------------------------------------------------
Access Person
--------------------------------------------------------------------------------
  1st Violation          Potentially Unwind the Trade/Disgorgement of Profit and
                         Written Warning
------------------------ -------------------------------------------------------
  2nd Violation          Potentially Unwind the Trade/Disgorgement of Profit and
                         $100.00 Fine
------------------------ -------------------------------------------------------
  3rd Violation +        Potentially Unwind the Trade/Disgorgement of Profit and
                         $300.00 Fine
--------------------------------------------------------------------------------

Failure to Comply with the 7-Day Rule(3)


(1) Portfolio Managers and other Investment Personnel, regardless of position held, are subject to the pre-clearance sanctions for Managing Directors, Directors and Vice Presidents.

(2) The Compliance Department will take financial hardship into consideration in applying a trading prohibition. Please see important notes below for more information regarding financial hardship.

(3) The Compliance Department will take into consideration the employee's knowledge of portfolio trading and the severity and frequency of the violation in determining whether the trade should be broken and profit disgorged and the amount of the fine, if any. Second and third violations of the 7-day and Same Day rules within the same year will result in the escalation of fines and disciplinary action similar to other second and third violations and depending on the circumstances as indicated above. Any violations, along with attendant sanctions, will be noted in the employee's personnel file.

(4) Levels are defined by DeAM Compliance and generally follow a 15-day period that is adjusted for the calendar month. The First Level begins immediately after the due date of the respective filing. You will be notified of these levels in specific communications from DeAM Compliance when warranted.

IMPORTANT NOTES FOLLOW THIS PAGE

22

--------------------------------------------------------------------------------
Portfolio Manager
--------------------------------------------------------------------------------
  1st Violation      Unwind the Trade/Disgorgement of Profit and Written Warning
-------------------- -----------------------------------------------------------
-------------------- -----------------------------------------------------------
  2nd Violation      Unwind the Trade/Disgorgement of Profit and $200.00 Fine
-------------------- -----------------------------------------------------------
-------------------- -----------------------------------------------------------
  3rd Violation +    Unwind the Trade/Disgorgement of Profit and $500.00
--------------------------------------------------------------------------------
Investment Personnel (Non-Portfolio Manager)
--------------------------------------------------------------------------------
  1st Violation          Potentially Unwind the Trade/Disgorgement of Profit and
                         Written Warning
------------------------ -------------------------------------------------------
  2nd Violation          Potentially Unwind the Trade/Disgorgement of Profit and
                         $100.00 Fine
------------------------ -------------------------------------------------------
  3rd Violation +        Potentially Unwind the Trade/Disgorgement of Profit and
                         $250.00 Fine
--------------------------------------------------------------------------------

Failure to Comply with the with 30 Day Hold Rule

Managing Director, Director and Vice President

  1st Violation               Written Warning
----------------------------- --------------------------------------------------
  2nd Violation               $200.00 Fine
----------------------------- --------------------------------------------------
  3rd Violation +             Trading Prohibited for 30 Days(2) and $500.00 Fine
--------------------------------------------------------------------------------
Below Vice President
--------------------------------------------------------------------------------
  1st Violation               Written Warning
----------------------------- --------------------------------------------------
  2nd Violation               $100.00 Fine
----------------------------- --------------------------------------------------
  3rd Violation +             Trading Prohibited for 30 days(2) and $250.00 Fine
--------------------------------------------------------------------------------

This schedule continues on the following page.

DeAM - U.S. Code of Ethics Sanctions continued

Violation Sanction

Failure to File / Incomplete / Late 17j-1 Reporting (Quarterly Personal

Securities Trading Reporting)
--------------------------------------------------------------------------------
1st Violation - Filed by:
--------------------------------------- ----------------------------------------
  First Period Level(4)                 Written Warning
--------------------------------------- ----------------------------------------
  Second Period Level                   $100.00 Fine
--------------------------------------- ----------------------------------------
  Third Period Level                    $150.00 Fine
--------------------------------------- ----------------------------------------
  Forth Period Level +                  Trading Prohibited for 30 Days(2) and
                                        $250.00 Fine
--------------------------------------------------------------------------------
2nd Violation - Filed by:
--------------------------------------------------------------------------------
  First Period Level          $150.00 Fine
--------------------------------------------------------------------------------
  Second Period Level         $200.00 Fine
--------------------------------------------------------------------------------
  Third Period Level          Trading Prohibited for 30 Days(2) and $300.00 Fine
--------------------------------------------------------------------------------
  Forth Period Level +        Severe Disciplinary Action (Possible Termination)
--------------------------------------------------------------------------------
3rd Violation - Filed by:
--------------------------------------------------------------------------------
  First Period Level          $200.00 Fine
----------------------------- --------------------------------------------------
  Second Period Level         Trading Prohibited for 30 Days(2) and $400.00 Fine
----------------------------- --------------------------------------------------
  Third Period Level +        Severe Disciplinary Action (Possible Termination)
--------------------------------------------------------------------------------

Failure to File / Incomplete / Late Code of Ethics Annual Acknowledgement
(including 17-j1 Annual Personal Holdings Report)

Code of Ethics Annual Acknowledgement Period during the month of October. Filed by:

  October 31 through November 15                        Written Warning
------------------------------------------------------- ------------------------
  November 16 through November 30                       $100.00 Fine
------------------------------------------------------- ------------------------
  December 1 through December 15                        $150.00 Fine
------------------------------------------------------- ------------------------
  December 16 through December 30 +                     $200.00 Fine
--------------------------------------------------------------------------------

(2) The Compliance Department will take financial hardship into consideration in applying a trading prohibition. Please see important notes below for more information regarding financial hardship.

(4) Period Levels are defined by DeAM Compliance and generally follow approximate 15-day periods that are adjusted for the calendar month. The First Period Level begins immediately after the due date of the respective filing. You will be notified of these levels in specific communications from DeAM Compliance when warranted.

Important Notes

o If payment for any fine is not received by the due date, a report will be made to Senior Management regarding this delinquency, and the employee will be subject to further sanctions, including a substantial escalation of the fine (including, possibly, the doubling of the fine amount).

IMPORTANT NOTES FOLLOW THIS PAGE

23

o Asset Management Compliance will consider certain Code of Ethics infractions on a case-by-case basis in determining a final decision on the technicality or materiality of the violation itself, as well as the (if applicable) ensuing sanctions and/or fines levied on the employee. Asset Management Compliance will solely determine the factors used in arriving in any decisions made apart from this DeAM Sanctions Schedule.

o Final disciplinary sanctions will be determined by the Compliance Department and Senior Management, which will take into consideration such factors, which include, but are not limited to, the period of time between violations, financial hardship, the employee's knowledge of portfolio trading and trading system technical difficulties. For example, violations occurring within a 24-month period will be taken into consideration, but will not be given full weight in the determination of disciplinary action. Financial hardship may include the inability to pay for tuition and medical expenses and the inability to purchase a home.

o All violations will be reviewed on a rolling 1-year period and sanctions for second and third violations will be applicable if the violations occur within the same year.

o Multiple simultaneous violations will be subject to all the applicable sanctions. For example, a portfolio manager who fails to obtain pre-clearance (2nd violation) and simultaneously violates the Same Day Rule (2nd violation), will be subject to a $400.00 fine and disgorgement of profit.

o Continued violation of the DeAM - U.S. Code of Ethics may subject you to severe penalties, including possible termination.

24

Effective Date:  July 29, 2005                                  CONFIDENTIAL AND
                                                                     PROPRIETARY

                         Dimensional Fund Advisers Inc.
                                 CODE OF ETHICS

DFA INVESTMENT DIMENSIONS GROUP INC.
THE DFA INVESTMENT TRUST COMPANY
DIMENSIONAL EMERGING MARKETS VALUE FUND INC.
DIMENSIONAL INVESTMENT GROUP INC.
DIMENSIONAL FUND ADVISORS INC.
DFA SECURITIES INC.
DIMENSIONAL FUND ADVISORS LTD.
DFA AUSTRALIA LIMITED
DIMENSIONAL FUND ADVISORS CANADA INC.

General

This amended and restated Code of Ethics (the "Code") is adopted by: (i) DFA Investment Dimensions Group Inc., The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund Inc. and Dimensional Investment Group Inc. (collectively, the "Funds"); (ii) Dimensional Fund Advisors Inc. ("Dimensional"), DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Fund Advisors Canada Inc. (collectively, the "Advisors"); and (iii) DFA Securities Inc. (the "Distributor"), pursuant to the requirements of Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") and Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act").(1) Rules 204A-1 and 17j-1 are collectively referred to as the "SEC Rules."

Standards of Business Conduct
As a general policy, under the Code, in connection with personal securities investments of employees of the Funds, the Advisors and the Distributor (collectively, "Employers"), such persons, in keeping with the fiduciary duties owed to clients, shall at all times comply with the following standards of business conduct:

1. Employees must at all times place the interests of the Funds and the interests of other clients of the Advisors before their own personal interests;

2. All personal securities transactions shall be conducted in a manner consistent with the Code and to avoid any actual or potential conflict of interest and any abuse of an employee's position of trust and responsibility;

3. An employee must not take inappropriate advantage of his or her position(s) with Employers; and

4. Supervised Persons are required to promptly report any violations of the Code to Dimensional's Chief Compliance Officer (the "CCO").


(1) Employees of each Advisor are required to abide by those provisions of the 1940 Act and the Advisers Act contained in this Code, regardless of whether the employees are located in the United States or abroad.

1

In adopting the Code, the trustees and directors of the Funds, the Advisors and the Distributor recognize that, just as actions that appear to comply with the Code may nevertheless be inappropriate, a failure to adhere to each requirement of the Code in any particular situation may not indicate a per se violation of SEC Rules. Therefore, no presumption should be made that a failure to comply with any provision of this Code that is not mandated by the SEC Rules constitutes a violation of the SEC Rules or a fraud on the Funds.

Dimensional is committed to fostering a culture of compliance and therefore urges employees to contact the CCO and/or General Counsel about any actual or suspected compliance matters. Employees will not be penalized and their status at Dimensional will not be jeopardized by communicating with the CCO and/or General Counsel. Retaliation against any employee for reporting compliance related issues is cause for appropriate corrective action up to and including dismissal of the retaliating employee. In order to minimize the potential for such behavior, reports of actual or suspected compliance matters may be made on a confidential basis to the CCO and/or General Counsel.

1. Definitions. Terms not otherwise defined herein have the meanings assigned to them by the SEC Rules, the 1940 Act and the Advisers Act.

(a) "Access Person" means:

(i) any director/trustee, officer or general partner of a Fund or Advisor;

(ii) any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities for any registered investment company for which the Distributor acts as the principal underwriter;

(iii) employees of the Advisors, Distributor, or Funds who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of a Covered Security by the Funds, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

(iv) any natural persons in a control relationship with one or more of the Funds or Advisors who obtain information concerning recommendations made to such Funds or other advisory clients with regard to the purchase or sale of a Covered Security, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to the Funds or advisory clients regarding the purchase or sale of Covered Securities; and

(v) any Supervised Person who has access to nonpublic information regarding any clients' purchase or sale of securities, or regarding the portfolio holdings of any Fund.

(b) "Beneficial Ownership" of a security shall have the same meaning ascribed thereto under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934.(2)


(2) To have beneficial ownership, a person must have a "direct or indirect pecuniary interest," which is the opportunity to profit directly or indirectly from a transaction in securities.

2

(c) "Control" has the same meaning as in Section 2(a)(9) of the 1940 Act.

(d) "Covered Security" means all securities, except:

(i) direct obligations of the Government of the United States(3);

(ii) bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements);

(iii) shares of money market funds;

(iv) shares of registered open-end investment companies (4);

(v) shares issued by unit investment trusts that are invested exclusively in one or more registered open-end investment companies, none of which are the Funds;

(vi) privately-issued shares of the Advisors; and

(vii) commodities.

(e) "Designated Officer" means the Chief Compliance Officer, Secretary or the Assistant Secretary or other person acting as secretary or designated by the Ethics Committee for each of the Employers.

(f) "Dimensional Managed Fund" means any series/portfolio of the Funds or any other fund advised by or sub-advised by any of the Advisors.

(g) "Disinterested Trustee" means a director/trustee of the Funds who is not considered to be an "interested person" of the Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.

(h) "Ethics Committee" means each Ethics Committee appointed by the directors/trustees of each of the Employers.

(i) "Federal Securities Laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, and any rules adopted by the SEC under these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC 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 of 1934.


(3) For Access Persons of the U.S. Employers. For Access Persons of the U.K. Employer, Covered Securities shall exclude direct obligations of the Government of the United Kingdom. For Access Persons of the Australian Employer, Covered Securities shall exclude direct obligations of the Commonwealth Government of Australia. For Access Persons of the Canadian Employer, Covered Securities shall exclude direct obligations of the Government of Canada.

(4) For Access Persons of the U.S. and Canadian Employers. For Access Persons of the U.K. and Australian Employers, Covered Securities shall exclude unlisted unit trusts registered under the local scheme

3

(k) "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933.

(l) "Outside Director" means a director of any Advisor who is not considered to be an "interested person" of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.

(m) A "Security Held or to be Acquired" means any Covered Security which, within the most recent 15 days, is or has been held by the Funds or other advisory clients of the Advisors, or is being or has been considered by the Funds or the Advisors for purchase by the Funds or other advisory clients of the Advisors, and any option to purchase or sell, and any security convertible into or exchangeable for, any such Covered Security.

(n) "Supervised Person" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act.(5)

2. Compliance with Federal Securities Laws. Each Supervised Person shall comply with the applicable Federal Securities Laws.

3. Prohibitions: Access Persons.

No Access Person:

(a) in connection with the purchase or sale by such Person of a Security Held or to be Acquired by a registered investment company or other advisory clients account for which one of the Advisors acts as investment adviser or the Distributor acts as the principal underwriter, including the Funds, shall:

(i) employ any device, scheme or artifice to defraud such registered investment company or advisory account;

(ii) make to such registered investment company or advisory account any untrue statement of a material fact or omit to state to such registered investment company or advisory account a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;


(5) For example, independent solicitors or consultants who do not provide investment advice to clients on behalf of an Advisor are not Supervised Persons.

4

(iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon such registered investment company or advisory account; or

(iv) engage in any manipulative practice with respect to such registered investment company or advisory account.

(b) shall accept any personal gift other than those in compliance with the Gift and Business Entertainment Policy.

(c) who is not a Disinterested Trustee, shall serve on the board of directors of a publicly traded company, except as provided in section 6(e) herein.

4. Pre-clearance: Initial Public Offerings or Limited Offerings. In addition to the above-stated prohibitions, no Access Persons shall acquire any securities in an Initial Public Offering or Limited Offering except as provided in sections 5 and 6 herein. Any request for pre-clearance pursuant to section 5 must specifically identify the transaction as an Initial Public Offering or Limited Offering, as appropriate.

5. Pre-clearance. Access Persons of the Employers (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of the Funds or any Employer) are required to receive written approval from the applicable compliance officer of the Employer prior to purchasing or selling any Covered Security (except interests in 529 college savings plans and futures) for their own accounts or the accounts of their families (including the spouse, registered domestic partner, minor children and adults living in the same household as the Access Person), trusts of which they are trustees or in which they have a beneficial interest, or any other account with respect to which they have direct or indirect control of investment decisions. The form for requesting such approval is attached hereto as Exhibit A. Prior approval is more likely to be granted when there exists only a remote potential for a conflict of interest with the Funds or other advisory clients of the Advisors because the proposed transaction would be very unlikely to affect a highly institutional market, or when the proposed transaction clearly is not related economically to the securities to be purchased, sold or held by the Funds or by other advisory clients of the Advisors. Any such prior approved transaction must be completed by the close of business on the next business day after approval is received, unless it is rescinded prior to execution, or unless the approval is granted with a specified time period that is shorter or longer.

5

In addition, the compliance officer of each Employer (other than Dimensional) is required to receive prior written approval of his or her personal transactions from Dimensional's CCO and Dimensional's CCO shall solicit prior approval of his personal transactions from Dimensional's Chief Executive Officer. The Designated Officer of the Funds, the Advisors or the Distributor, as the case may be, shall record any action taken pursuant to this section 5. The compliance officer of each Employer (other than Dimensional) shall promptly provide copies of each completed pre-clearance form to Dimensional's CCO.

6. Exemptions. The provisions of section 5 of this Code shall not apply to:

(a) purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.

(b) purchases or sales that are non-volitional on the part of the Access Person, the Funds or other clients of the Advisors.

(c) purchases that are part of an automatic dividend reinvestment plan.

(d) 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.

(e) service by an Access Person on the board of directors of a publicly traded company if prior approval is received from the board of directors of the applicable Employer(s) of such appointment (provided, however, that Access Persons who are Disinterested Trustees shall not be required to obtain prior approval to serve on the board of directors of a public company). In the event that the board of such Employer(s) should decide that the potential for conflicts of interest exists with respect to such Person's obligations as a director and Employer's duties to its clients, the board may refuse to approve the appointment or approve the appointment with such restrictions on the activities of, or information received by, such Access Person, as the board deems appropriate.

7. Communications with Disinterested Trustees and Outside Directors. As a regular business practice, the Funds and the Advisors attempt to keep directors/trustees informed with respect to the Funds' and the Advisors' investment activities through reports and other information provided to the directors/trustees in connection with board meetings and other events. However, it is the policy of the Funds not to routinely communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients).

8. Procedural Matters. The Designated Officer of each Employer shall:

(a) Furnish a copy of this Code to each Access Person of the Funds and Distributor, and obtain from each Access Person a written acknowledgment of the receipt thereof. Each Access Person shall provide the Designated Officer, on an annual basis, with an executed certificate stating that he or she has read and understood the Code and recognizes that he or she is subject to the Code. In addition, each Access Person shall certify to the Designated Officer, on an annual basis, that he or she has complied with

6

the requirements of the Code and has disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of this Code.

(b) Notify each such Access Person of his/her obligation to file reports as required by section 9 of this Code and the procedures for filing such reports.

(c) Report to the Ethics Committee the facts contained in any reports filed with the Designated Officer pursuant to section 9 of this Code when any such report indicates that an Access Person may have engaged in a transaction in a Security Held or to be Acquired by a Fund in a manner which is inconsistent with this Code.

(d) Maintain any records required by Rule 204-2(a)(12) and (13) of the Advisers Act and Rule 17j-1(f) of the 1940 Act.

(e) Implement procedures to safeguard the confidentiality of reports filed and records maintained pursuant to this Code.

(f) At least annually, furnish the boards of directors/trustees of the Funds a written report (which may be a joint report) that:

(i) certifies that the Employer has adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and

(ii) describes any issues arising under the Code or procedures described above since the last report to the boards including, but not limited to, information about material failures to comply with the Code or procedures and sanctions imposed in response thereto.

9. Reporting by Access Persons.

(a) Initial Report. Upon commencement of employment (or upon becoming an Access Person), all Access Persons, other than Disinterested Trustees and Outside Directors, must disclose all holdings of Covered Securities and Dimensional Managed Funds in which they have any direct or indirect Beneficial Ownership to the Designated Officer. Such report shall be made within ten calendar days of commencement of employment (or upon becoming an Access Person) and shall include the following information as of the date when the person became an Access Person (information must be current as of a date no more than 45 days before the date of submission):

(i) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, and the number of shares and principal amount of each Covered Security in which such Access Person has any direct or indirect Beneficial Ownership when the person becomes an Access Person;

(ii) The name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the direct or indirect benefit of such person as of the date the person became an Access Person; and

7

(iii) The date the report is submitted by the Access Person.

(b) Annual Report. In addition to the report submitted under section 9(a), every Access Person (other than Disinterested Trustees and Outside Directors) must also submit an annual report of the information required by section 9(a) to the Designated Officer annually within thirty calendar days after the last day of each calendar year (which information must be current as of a date no more than 45 days before the date of submission).

(c) Quarterly Reports. Within 30 calendar days of the end of each calendar quarter and except as provided in section 9(d) below, every Access Person shall report to the Designated Officer the following information with respect to transactions in any Covered Security and shares of Dimensional Managed Funds in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Covered Security or shares or other investment interest in a Dimensional Managed Fund:

(i) The date of the transaction, the title, and as applicable the exchange and ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares or other investment interest and the principal amount of each Covered Security and each Dimensional Managed Fund involved;

(ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) The price at which the transaction was effected;

(iv) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(v) The date the report was submitted by the Access Person.

(vi) No person shall be required to make the reports set forth in this section 9 with respect to transactions effected for, and Covered Securities or shares of or other investment interest in any Dimensional Managed Fund held in, any account over which such person does not have any direct or indirect influence. No Access Person of the Employers shall be required to make the report required under section 9(c) above with respect to information which would be duplicative of information recorded pursuant to Rule 204-2(a)(12) or 204-2(a)(13) under the Advisers Act. In addition, no person shall be required to make the report required under section 9(c) above with respect to transactions effected pursuant to an automatic investment plan.

(vii) In addition, all Access Persons must report any new broker, dealer or bank with which the Access Person maintains an account in which any securities are held or could have the ability to hold securities for the direct or indirect benefit of such Access Person and the date the account was established.

8

(d) Additional Reporting Procedures.

(i) Any report made pursuant to this section 9 may contain a statement that the report shall not be construed as an admission by the person making such report that he/she has any direct or indirect Beneficial Ownership in the securities to which the report relates.

(ii) All reports of securities transactions and holdings filed pursuant to this section 9 shall be deemed confidential and shall not be disclosed to any person or entity except as may be necessary to enforce this Code or as may be required by law.

(iii) The Designated Officer is responsible for enforcing the provisions of this Code, detecting violations of this Code, reviewing reports or other statements submitted pursuant to section 9 of this Code, and maintaining the confidentiality of any reports or other records maintained pursuant to this Code. In establishing review procedures for reports submitted pursuant to this Code, the Designated Officer shall give due consideration to the types of securities reported, the position of the person submitting the report, the degree of access to current trading information, and the possible effect of the holdings or transactions on securities held by clients. The Ethics Committee is responsible for reviewing any such reports submitted by the Designated Officer.

(iv) A Disinterested Trustee who would be required to make a report solely by reason of being a director/trustee of a Fund need not make a quarterly transaction report under section 9(c) herein with respect to any Dimensional Managed Fund or any Covered Security, unless the director/trustee knew or, in the ordinary course of fulfilling his or her official duties as a director/trustee, should have known that during the 15 days immediately before or after the director/trustee's transaction in a Covered Security, a Fund purchasedthe Covered Security, or an Advisor considered purchasing or selling the Covered Security for a Fund.

(v) No report need be filed pursuant to section 9(b) if it would duplicate information contained in broker trade confirmations or account statements received by the Employers on a timely basis and such confirmations or statements contain all information required by section 9(b).

10. Violations.

(a) Upon being apprised of facts in any manner that indicate that a violation of this Code may have occurred, the Ethics Committee of each of the Funds, Advisors and the Distributor, as applicable, shall determine whether, in its judgment, the conduct being considered did in fact violate the provisions of this Code. If the Ethics Committee determines that a material violation of this Code has occurred, the Ethics Committee shall so advise its board of directors/trustees and the board may impose such sanctions as it deems appropriate in the circumstances. If the person

9

whose conduct is being considered by the Ethics Committee or board is a member of the Committee or board, he/she shall not be eligible to participate in the judgment of the Committee or board as to whether a violation occurred or whether, or to what extent, sanctions should be imposed.

(b) Sanctions for violation of this Code may include, but are not limited to, (i) a requirement to cancel a trade or to forego any profits thereon,
(ii) suspension of the privilege of engaging in personal securities transactions for a period of time, (iii) a fine, and/or (iv) a suspension or termination of employment.

12. Miscellaneous.

(a) This Code, and any material changes hereto, are subject to the approval of the board of directors/trustees of each Fund, including approval by a majority of the Disinterested Trustees. Each board shall base its approval of the Code, and of any material changes to the Code, on a determination that the Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by sections 3 and 4 of the Code. Prior to approving the Code, the boards of directors/trustees must receive a certification from the Funds, Advisors and Distributor that they have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. The Funds' boards must approve any material change to the Code not later than six months after adoption of such change.

(b) The Ethics Committees shall have the authority, (1) with respect to any specific transaction, to exempt any person or class of person from any portion of this Code, so long as (i) the provision for which the exemption is proposed to be granted is not one required by the SEC Rules, and (ii) counsel to the Funds or Advisors, as applicable, concurs with the exemption; and (2) to adopt interpretive positions with respect to any provision of this Code in consultation with counsel for the Funds. Any such action shall be based on a good faith determination that (i) such exemption or interpretation is consistent with the fiduciary principles set forth in this Code and the SEC Rules; and (ii) the likelihood of any abuse of the Code as a result of such exemption or interpretation is remote. The Ethics Committee also may base any such determination on the advice of counsel that a particular application of all or any portion of the Code is not legally required.

(c) This Code is designed for the internal use of the Funds, Advisors and Distributor in meeting their fiduciary and other obligations under applicable securities law. This Code may include reports or procedures that are more stringent than those required by law. No violation or apparent violation of this Code shall create any presumption that an Access Person has violated any law. . 14 DFA Code of Ethics July 2005.doc
[GRAPHIC OMITTED][GRAPHIC OMITTED] Effective Date: July 29, 2005
CONFIDENTIAL AND PROPRIETARY 11 140_8 [GRAPHIC OMITTED][GRAPHIC OMITTED]

10


EXHIBIT A

PERSONAL SECURITIES TRANSACTION

PRE-CLEARANCE FORM

I hereby request approval to purchase or sell the securities listed below. I understand that if this request is denied, I may not purchase or sell such securities for myself or others until I receive approval at a later date.

------------------------------------------------------------------------------------------------------------------------
Date of Transaction   Company Name/Ticker   Buy or Sell  No. of Shares      Name of Broker,          Account Number
                                                                            Dealer, Bank or
                                                                               Custodian
--------------------- --------------------- ------------ --------------- ----------------------- -----------------------


--------------------- --------------------- ------------ --------------- ----------------------- -----------------------


--------------------- --------------------- ------------ --------------- ----------------------- -----------------------


--------------------- --------------------- ------------ --------------- ----------------------- -----------------------


--------------------- --------------------- ------------ --------------- ----------------------- -----------------------


--------------------- --------------------- ------------ --------------- ----------------------- -----------------------


------------------------------------------------------------------------------------------------------------------------

By signing this form, I represent that this transaction(s) is not prohibited by
Section 3 of the Code of Ethics or the Insider Trading Policy.

----------------------------------          ----------------------------------          --------------------------------
Printed Name                                Signature                                   Date


FOR COMPLIANCE USE ONLY:

                                    ----------------------   ------------------
|_|  APPROVED      |_|  DENIED      COMPLIANCE OFFICER       DATE
--------------------------------------------------------------------------------


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.

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:

o fund accounting;
o futures associates;
o global compliance;
o portfolio administration;
o private client group/high net worth; and
o anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

6

In addition, you are an Access Person if you are any of the following:

o an officer or director of the Funds;
o an officer or director of an investment advisor or broker-dealer subsidiary of Franklin Templeton Investments; or
o 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:

o portfolio managers;
o research analysts;
o traders;
o employees serving in equivalent capacities (such as Futures Associates);
o employees supervising the activities of Portfolio Persons; and
o 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 Statement

7

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 above. If you have any questions

8

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

9

front-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.

10

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.

11

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.

12

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

13

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:

o 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;

o 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.

14

o 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 ;

o 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.

15

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.

16

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


(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.

17

and 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 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.

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.

18

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:

19

(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).
o Transactions of 500 shares or less of any security regardless of where it is traded in any 30-day period; or
o 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.
o Transactions in municipal bonds with a face value of $100,000 or less in any 30-day period.

o 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.

20

(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.

21

(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.

22

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.

23

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.

24

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.

25

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
------------------------------------------------------------   -----------------------------------------
  o Failure to pre-clear but otherwise would have been           Reminder Memo
    approved (i.e., no conflict with the fund's
    transactions).

------------------------------------------------------------   -----------------------------------------

------------------------------------------------------------   -----------------------------------------
  o Failure to pre-clear but otherwise would have been           30 Day Personal Securities Trading
    approved (i.e., no conflict with the fund's transactions)    Suspension
    twice within twelve (12) calendar months
  o Failure to pre-clear and the transaction would have been
    disapproved
------------------------------------------------------------   -----------------------------------------

------------------------------------------------------------   -----------------------------------------
  o Failure to pre-clear but otherwise would have been           Greater Than 30 Day Personal Securities
    approved (i.e., no conflict with the fund's transactions)    Trading Suspension (e.g., 60 or 90 Days)
    three times or more within twelve (12) calendar months
  o Failure to pre-clear and the transaction would have been
    disapproved twice or more within twelve (12) calendar
    months
------------------------------------------------------------   -----------------------------------------

------------------------------------------------------------   -----------------------------------------
  o Profiting from short-swing trades (profiting on purchase     Profits are donated to The United Way
    & sale or sale & purchase within sixty (60) days)            (or charity of employee's choice)
------------------------------------------------------------   -----------------------------------------

------------------------------------------------------------   -----------------------------------------
  o Repeated violations of the Code of Ethics even if each       Fines levied after discussion with the
    individual violation might be considered de minimis          General Counsel and appropriate CIO.
------------------------------------------------------------   -----------------------------------------
  o Failure to return initial or annual disclosure forms         Sanction may include but not limited to
  o Failure to timely report transactions                        a reminder memo, suspension of personal
                                                                 trading, monetary sanctions, reporting
                                                                 to the Board of Directors, placed on
                                                                 unpaid administrative leave or
                                                                 termination of employment
------------------------------------------------------------   -----------------------------------------
  o Insider Trading Violation and/or violation of the Code of    Subject to review by the appropriate
    Ethics and Business Conduct contained in Appendix D          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.
------------------------------------------------------------   -----------------------------------------

26

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.

27

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:

o Does not possess material non-public information relating to the security;
o Is not aware of any proposed trade or investment program relating to that security by any of the Franklin Templeton Group of Funds;
o 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;
o 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
o 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.

28

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:

o Compliance with the FTI Code for the period under review
o Violations of the FTI Code for the period under review
o Sanctions imposed by Franklin Templeton Investments for the period under review
o Changes in procedures recommended by the FTI Code
o Any other information requested by the Independent Review Person

29

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.

30

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.

31

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

32

Access 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.

33

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.

34

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.

35

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.

36

(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.

37

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.

38

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

39

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.

40

APPENDIX B: Acknowledgement Form and Schedules

41

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
--------------------------------------------------------------------------------



Initial Disclosure Annual Disclosure Year End
(for compliance use only)

|_| |_|


42

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

43

SCHEDULE B: Quarterly Transactions Report


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
--------------------------------------------------------------------------------

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 number/                                                           Pre-Cleared
Trade Date  Buy, Sell     Type of Security       Quantity                Principal     Broker-Dealer/      through
            or Other     (Interest Rate and     (Number of     Price      Amount          Bank and       Compliance
                          Maturity Date, if       Shares)                              Account Number    Department
                             applicable)                                                                (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
--------------------------------------------------------------------------------


44

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 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 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.

|_| I do not have any brokerage accounts. |_| I do not have any securities holdings.
|_| I have attached statements containing all my brokerage accounts and securities holdings.
|_| I have listed my brokerage accounts containing no securities holdings. |_| I have listed my securities holdings not held in a brokerage account.

------------------------------------------------------------------------------------------------------------------------------------
  Account Name(s)     Name of Brokerage     Address of Brokerage      Account            Security           Quantity    Check this
(registration shown         Firm,        Firm, Bank or Investment     Number     Description/Title/Ticker   Number of     box if
    on brokerage      Bank or Investment          Adviser                            Symbol or CUSIP #      Shares &   Discretionary
     statement)            Adviser        (Street/City/State/Zip                     (interest rate &       Principal     Account
                                                   Code)                         maturity if appropriate)    Amount

------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------

45

------------------------------------------------------------------------------------------------------------------------------------
  Account Name(s)     Name of Brokerage     Address of Brokerage      Account            Security           Quantity    Check this
(registration shown         Firm,        Firm, Bank or Investment     Number     Description/Title/Ticker   Number of     box if
    on brokerage      Bank or Investment          Adviser                            Symbol or CUSIP #      Shares &   Discretionary
     statement)            Adviser        (Street/City/State/Zip                     (interest rate &       Principal     Account
                                                   Code)                         maturity if appropriate)    Amount

------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------

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                           Annual Disclosure                        Year End
 (check this box if you're a new access     (check this box if annual certification)     (for compliance use only)
                person)
------------------------------------------------------------------------------------------------------------------




------------------------------------------------------------------------------------------------------------------

46

SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT

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
--------------------------------------------------------------------------------

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:
-----------------------------------------------------------------------------------------------------------------------------
                                                       Account Number or Social Security               Date
                 Name on the Account                                Number                         Established
  (If other than employee, state relationship i.e.,
                       spouse)
-----------------------------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------
                       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)
------------------------------------------------------------------------------------------------------------------------------

                                                             |_|Yes    |_|No                      |_|Yes    |_|No

------------------------------------------------------------------------------------------------------------------------------
                   Phone Extension                                Signature                             Date
------------------------------------------------------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------

47

SCHEDULE E: Notification of Direct or Indirect Beneficial Interest


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
--------------------------------------------------------------------------------

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.

------------------------------------------------------------------------------------------------------------------------------------
                Ownership Type:       Year          Method of    Date and Method      Primary      Name of Person   Date of Verbal
  Security         (Direct or       Acquired       Acquisition     Learned that      Portfolio        Notified       Notification
 Description       Indirect)                     (Purchase/Gift/    Security's      Manager or
                                                     Other)           Under         Portfolio
                                                                  Consideration      Analyst
                                                                     by Funds
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
        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 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
--------------------------------------------------------------------------------

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.

49

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: |_| |_| (attach E-Mail) Is the Access Person Registered? |_| |_| Yes No Yes No

50

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:                  |_|Yes      |_|No
---------------------------------- ---------------------------------------------
If compensated, how?
---------------------------------- ---------------------------------------------
Starting date:
---------------------------------- ---------------------------------------------
NASD Registered/Licensed?   |_|Yes     |_|No

Code of Ethics Designation  |_|Non Access Person   |_|Access Person   |_|Supervised Person   |_|Portfolio Person

Signature:_______________________________ Date: __________________


FOR APPROVAL USE ONLY

                              |_|Approved    |_|Denied

Signatory Name____________________________     Signatory Title:_________________

Signature:___________________________________             Date:_________________

51

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   FBD/FIA
                                                          Risparmio per Axioni  (Italy)
------------------------------------------------- ------- --------------------------------------------------- ---------
Franklin Investment Advisory Services, LLC        IA      Franklin Templeton Investment Services GmbH         FBD
                                                          (Germany)
------------------------------------------------- ------- --------------------------------------------------- ---------
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.    FBD     Fiduciary Trust Company International               Trust Co.
(Luxembourg)
------------------------------------------------- ------- --------------------------------------------------- ---------
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 FIA
                                                          Kong)
------------------------------------------------- ------- --------------------------------------------------- ---------
Franklin Templeton Institutional, LLC             IA      Fiduciary Trust International Limited (UK)          IA/FIA
------------------------------------------------- ------- --------------------------------------------------- ---------
Fiduciary Financial Services, Corp.               BD      Franklin Templeton Investment Trust Management, Ltd FIA
                                                          (Korea)
------------------------------------------------- ------- --------------------------------------------------- ---------
Franklin Templeton Asset Management S.A. (France) FIA     Franklin Templeton Asset Management (India) Private FBD/FIA
                                                          Limited (India)
------------------------------------------------- ------- --------------------------------------------------- ---------
Franklin Templeton Investments (Asia) Limited     FBD/IA
(Hong Kong)
------------------------------------------------- ------- --------------------------------------------------- ---------
Franklin Templeton Investment Management Limited  IA/FIA
(UK)
------------------------------------------------- ------- --------------------------------------------------- ---------
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

52

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 states, counties, cities and other

53

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.

54

(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.

56

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,

57

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.

58

(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.

59

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.

60

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.

61

(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.

62

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.

63

(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.

64

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.

65

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:

o civil injunctions;
o treble damages;

66

o disgorgement of profits;
o jail sentences;
o 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
o 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:

o Is the information material?

o Is this information that an investor would consider important in making his or her investment decisions?

o Is this information that would substantially affect the market price of the securities if generally disclosed?

o Is the information non-public?

o To whom has this information been provided?

o 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.

67

(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.

68

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)

69

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:

o simultaneously (for intentional disclosures), or
o 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.

70

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:

o Furnishing or filing with the SEC a Form 8-K (not applicable to closed-end investment companies);
o press releases distributed through a widely circulated news or wire service; or
o 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:

o Corporate Communications Department
o Portfolio managers of FTI Closed-End Funds and their assistants;
o 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

71

disclose 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.

o An impending departure of a portfolio manager who is primarily responsible for day-to-day management of an FTI Closed-End Fund;
o A plan to convert an FTI Closed-End Fund from a closed-end investment company to an open-end investment company;
o A plan to merge an FTI Closed-End Fund into another investment company;
o Impending purchases or sales of particular portfolio securities;
o Information about FRI related to earnings or earnings forecasts;
o Mergers, acquisitions, tender offers, joint ventures, or material change in assets;
o Changes in control or in management;
o Change in auditors or auditor notification that the issuer may no longer rely on an auditor's audit report;
o 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
o 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 information

72

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.

73

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:

o 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.

o 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.

74

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.

75

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?

76

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.

77

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:

o actual and proposed trading on behalf of clients of the Advisory Group;

o current and prospective Advisory Group client portfolio positions; and

o 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.

78

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:

o 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

o 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.

79

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.

80

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

81

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)

82

CODE OF ETHICS

MERRILL LYNCH INVESTMENT MANAGERS (MLIM)
REGISTERED INVESTMENT COMPANIES
AND THEIR INVESTMENT ADVISERS
AND PRINCIPAL UNDERWRITER

Section 1 - Background

This Code of Ethics is adopted under 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 ("Advisers Act") and has been approved by the Boards of Directors of each of the MLIM funds and advisers.(1) Except where noted, the Code applies to all MLIM employees.

The 1940 Act and the Advisers Act make it unlawful for investment advisers and persons affiliated with investment companies, their principal underwriters or their investment advisers to engage in fraudulent personal securities transactions. Rule 17j-1 of the 1940 Act and Rule 204A-1 of the Advisers Act, collectively, require each Fund, investment adviser and principal underwriter covered by the Rules to adopt Codes of Ethics that contain provisions reasonably necessary to prevent an employee from engaging in conduct prohibited by the principles of the Rules. The Rules also require that reasonable diligence be used and procedures be instituted which are reasonably necessary to prevent violations of the Code of Ethics.

Section 2 - Statement of General Fiduciary Principles

The Code of Ethics is based on the fundamental principle that MLIM and its employees must put client interests first. As an investment adviser, MLIM has fiduciary responsibilities to its clients, including the registered investment companies (the "Funds") for which it serves as investment adviser. Among MLIM'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 Fund transactions or otherwise take unfair advantage of their relationship to the Funds. All MLIM employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein. It bears emphasis that technical compliance with these provisions will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an employee's fiduciary responsibilities to the Funds. Accordingly, all MLIM employees must seek to avoid any actual or potential conflicts between their personal interest and the interest of the Funds. In sum, all MLIM employees shall place the interest of the Funds before personal interests.


(1) As applicable herein, MLIM includes registered investment advisers Merrill Lynch Investment Managers, L.P., Fund Asset Management, L.P., and Merrill Lynch Investment Managers, LLC; registered investment advisers Merrill Lynch Investment Managers International, Limited ("MLIMI") and Merrill Lynch Asset Management U.K. Limited ("MLAM UK") with respect to the investment advisory services MLIMI and MLAM UK provide to investment companies registered under the 1940 Act; and FAM Distributors, Inc., principal underwriter of investment companies registered under the 1940 Act.

Section 3 - Insider Trading Policy

All MLIM employees are subject to MLIM's Insider Trading Policy, which is considered an integral part of this Code of Ethics. MLIM's Insider Trading Policy, which is set forth in the MLIM Code of Conduct, prohibits MLIM employees from buying or selling any security while in the possession of material nonpublic information about the issuer of the security. The policy also prohibits MLIM employees from communicating to third parties any material nonpublic information about any security or issuer of securities. Additionally, no MLIM employee may use inside information about MLIM activities or the activities of any Merrill Lynch & Co., Inc. entity to benefit the Funds or to gain personal benefit. Any violation of MLIM's Insider Trading Policy may result in sanctions, which could include termination of employment with MLIM. (See
Section 10--Sanctions).

Section 4 - Restrictions Relating to Securities Transactions

A. General Trading Restrictions for all Employees

The following restrictions apply to all MLIM employees:

1. Accounts. No employee, other than those employed by Merrill Lynch Investment Managers International Limited ("MLIMI"), may engage in personal securities transactions other than through an account maintained with Merrill Lynch, Pierce, Fenner & Smith Incorporated or another Merrill Lynch broker/dealer entity ("Merrill Lynch") unless written permission is obtained from the Compliance Director. Similarly, no MLIMI employee may engage in personal securities transactions other than through an account maintained with Merrill Lynch or The Bank of New York Europe Limited ("BNYE") unless written permission is obtained from the Compliance Director.

2. Accounts Include Family Members and Other Accounts. Accounts of employees include the accounts of their 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 MLIM-managed Funds).

3. Mutual Fund Accounts. Employees may maintain mutual fund accounts away from Merrill Lynch (i.e., accounts maintained at the mutual fund's transfer agent). However, Merrill Lynch funds must be held in accounts at Merrill Lynch. In addition, investment personnel who have investment authority over

2

a sub-advised mutual fund may only hold that fund through a Merrill Lynch account as discussed in Section 4.B.8.

4. Preclearance. All employees must obtain approval from the Compliance Director or preclearance delegatee prior to entering any securities transaction (with the exception of exempted securities as listed in Section
5) in all accounts. Approval of a transaction, once given, is effective only for the business day on which approval was requested or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate. If an employee decides not to execute the transaction on the day preclearance approval is given, or the entire trade is not executed, the employee must request preclearance again at such time as the employee decides to execute the trade.

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 MLIM'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 shall have 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.

5. Restrictions on Purchases. No employee may purchase any security which at the time is being purchased, or to the employee's knowledge is being considered for purchase, by any Fund managed by MLIM. This restriction, however, does not apply to personal trades of employees which coincide with trades by any MLIM index fund.

6. Restrictions on Sales. No employee may sell any security which at the time is actually being sold, or to the employee's knowledge is being considered for sale, by any Fund managed by MLIM. This restriction, however, does not apply to personal trades of employees which coincide with trades by any MLIM index fund.

7. 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 the Fund. 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

3

theunderlying security for the purpose of the pre-clearance procedures described herein.

8. 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 Compliance Director or designee. No employee may engage in any such transaction unless the Compliance Director or his designee and the employee's senior manager have each previously determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of the Funds. However, employees do not need to preclear private placement opportunities that are offered solely to Merrill Lynch employees (such as KECALP).

If, after receiving the required approval, an employee has any material role in the subsequent consideration by any Fund of an investment in the same or affiliated issuer, the employee must disclose his or her interest in the private placement investment to the Compliance Director and the employee's department head. The decision to purchase securities of the issuer by a Fund must be independently reviewed and authorized by the employee's department head.

Employees are prohibited from investing in any private placement that intends to market time mutual funds (see Paragraph 10 of this Section 4.A. for a definition of market timing).

9. Initial Public Offerings. As set forth in Paragraph 4 of this Section 4.A., the purchase by an employee of securities offered in an initial public offering must be precleared. As a matter of policy, employees will not be allowed to participate in so-called "hot" offerings as such term may be defined by Merrill Lynch or appropriate regulators (e.g., offerings that are oversubscribed or for which the demand is such that there is the possibility of oversubscription). Additionally, Merrill Lynch policy specifically prohibits all employees from purchasing closed-end investment companies during their initial public offering periods.

10. Mutual Fund Market Timing and Late Trading. Mutual funds are not intended to be short-term trading vehicles; therefore, Merrill Lynch policy prohibits employees from engaging in mutual fund market timing and from engaging in or facilitating late trading. Mutual fund market timing involves the purchase and sale of shares of mutual funds (including exchanges within the same fund family) within 15 days with the intention of capturing short-term profits resulting from market volatility. Late trading occurs when a mutual fund order is received from a client after the fund's trading deadline and is an illegal practice. These prohibitions apply to all accounts and services offered through Merrill Lynch, including employee and employee-related accounts and retirement

4

accounts. These prohibitions do not, however, apply to purchases and sales of taxable and tax-exempt money market funds.

B. Additional Trading Restrictions for Investment Personnel

The following additional restrictions apply to investment personnel. Investment personnel are persons who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities by a Fund). The Compliance Department will retain a current list of investment personnel.

1. Notification. An investment person must notify the Compliance Department or preclearance designee of any intended transactions in a security for his or her own personal account or related accounts which is owned or contemplated for purchase or sale by a Fund for which the employee has investment authority.

2. Blackout Periods. An investment person may not buy or sell a security within 7 calendar days either before or after a purchase or sale of the same or related security by a Fund or portfolio management group for which the investment person has investment authority. For example, if a Fund trades a security on day 0, day 8 is the first day the manager, analyst or portfolio management group member of that Fund may trade the security for his or her own account. An investment person's personal trade, however, shall have no affect on the Fund's ability to trade. For example, if within the seven-day period following his or her personal trade, an investment person believes that it is in the best interests of the Fund for which he or she has investment authority to purchase or sell the same security on behalf of the Fund, the trade should be done for the Fund, and an explanation of the circumstances must be provided to the Compliance Department.

3. Establishing Positions Counter to Fund Positions. No investment person may establish a long position in his or her personal account in a security if the Fund for which he or she has investment authority maintains a position that would benefit from a decrease in the value of such security. For example, the investment person would be prohibited from establishing a long position if (1) the Fund holds a put option on such security (aside from a put purchased for hedging purposes where the fund hold 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."

No investment person may purchase a put option or write a call option where a Fund for which such person has investment authority holds a long position in the underlying security.

No investment person may short sell any security where a Fund for which such person has investment authority holds a long position in the same security or where such Fund otherwise maintains a position in respect of which the Fund would benefit from an increase in the value of the security.

5

4. Purchasing an Investment for a Fund that is a Personal Holding. An investment person may not purchase an investment for a Fund that is also a personal holding of the investment person or any other account covered by this Code of Ethics, or the value of which is materially linked to a personal holding, unless the investment person has obtained prior approval from his or her senior manager.

5. Index Funds. The restrictions in Paragraphs 1-4 of this Section 4.B. do not apply to purchases and sales of securities by investment personnel which coincide with trades by or holdings of any MLIM index fund for which an investment person has investment authority. However, Paragraphs 6, 7, and 8 of this Section 4.B. (see below) do apply to such investment persons.

6. Prohibition on Short-Term Profits. Investment personnel 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 calendars days ("short-term profit"). This holding period also applies to all permitted options transactions; therefore, for example, an investment person 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 investment person 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 investment person 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 investment person, and he or she would be required to disgorge the profit. Transactions not required to be precleared under
Section 5 will not be subject to this prohibition.

7. Notwithstanding that open-end mutual funds are exempted from the Code of Ethics (see Section 5), investment personnel must obtain approval from the Compliance Director or preclearance delegatee prior to entering into any purchase or sale of a mutual fund for which the investment person has investment authority.

8. Notwithstanding the fact that employees are permitted to maintain mutual fund accounts away from Merrill Lynch by holding them at the mutual funds' transfer agents, investment personnel who have investment authority over a sub-advised mutual fund may only hold that fund through a Merrill Lynch account.

6

C. Trading Restrictions for Disinterested Directors of the MLIM Funds

The following restrictions apply only to disinterested directors of the MLIM Funds (i.e., any director who is not an "interested person" of a MLIM fund within the meaning of Section 2(a)(10) of the 1940 Act):

1. Restrictions on Purchases. No disinterested director may purchase any security which, to the director's knowledge at the time, is being purchased or is being considered for purchase by any Fund for which he or she is a director.

2. Restrictions on Sales. No disinterested director may sell any security which, to the director's knowledge at the time, is being sold or is being considered for sale by any Fund for which he or she is a director.

3. Restrictions on Trades in Securities Related in Value. The restrictions applicable to the transactions in securities by disinterested directors 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 director (see Section 4.A.7.).

Section 5 - Exempted Transactions/Securities

MLIM 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 4 of this Code (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 open-end mutual funds (including money market funds), variable annuities and unit investment trusts. (However, unit investment trusts traded on a stock exchange (e.g., MITS, DIAMONDS, etc.), except as indicated in Paragraph I of this section, must be precleared.) Although open-end investment companies to not require preclearance, please see Section 4.A.10. regarding the prohibition on market timing and late trading of mutual funds and Section 4.B.7. regarding certain preclearance requirements applicable to investment personnel.

D. Purchases or sales of bank certificates, bankers acceptances, commercial paper and other high quality short-term debt instruments, including repurchase agreements.

7

E. Purchases or sales of Merrill common stock (and securities related in value to Merrill Lynch common stock). Also exempt is employer stock purchased and sold through employer-sponsored benefit plans in which the spouse of a MLIM 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 a MLIM 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, 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, currency futures and futures on broad-based indices, options on futures and options on broad-based indices. Currently, "broad-based indices" include only the NASDAQ 100, S&P 100, S&P 500, FTSE 100 and Nikkei 225. Also exempted are exchange-traded securities which are representative of, or related closely in value to, these broad-based indices.

J. The receipt of a bona fide gift of securities. (Donations of securities, however, require preclearance.)

Exempted transactions/securities may not be executed/held in brokerage accounts maintained outside of Merrill Lynch.

The reporting requirements listed in Section 6 of this Code, however, shall apply to the securities and transaction types set forth in Paragraphs F-J of this section.

Section 6 - Reporting by Employees

The requirements of this Section 6 apply to all MLIM 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. All employees whose accounts are maintained at Merrill Lynch or BNYE are deemed to have automatically complied with the requirements of this Section 6.B. and C. as to reporting executed transactions

8

and personal holdings. Transactions and holdings in such accounts are automatically reported to the Compliance Department through automated systems.

Employees who have approved accounts outside of Merrill Lynch or BNYE are deemed to have complied with the requirements of this Section 6.B. and C. provided that the Compliance Department receives duplicate statements and confirmations directly from their brokers.

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 annually on the "Personal Securities Holdings" form, as required by the Compliance Department.

A. Initial Holdings Report. Each new MLIM 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 MLIM. (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.) With respect to exempt securities referred to in
Section 5 which do not require preclearance/reporting, employees must nonetheless initially report those exempt securities defined in Section
5.F.-J. (This reporting requirement does not apply to holdings that are the result of transactions in exempt securities as defined in Section 5.A.-E.) Initial holdings reports must identify the title, number of shares, and principal amount with respect to each security holding. Within 10 days of commencement of employment, each employee shall file an Acknowledgement stating that he or she has read and understands the provisions of the Code.

B. Records of Securities Transactions. All employees must preclear each securities transaction (with the exception of exempt transactions in
Section 5) with the Compliance Director or preclearance designee. At the time of preclearance, the employee must provide a complete description of the security and the nature of the transaction. As indicated above, employees whose accounts are maintained at Merrill Lynch or BNYE or who provide monthly statements directly from their approved outside brokers/dealers are deemed to have automatically complied with the requirement to report executed transactions.

C. Annual Holdings Report. All employees must submit an annual holdings report reflecting holdings as of a date no more than 30 days before the report is submitted. As indicated above, employees whose accounts are maintained at Merrill Lynch or BNYE or who provide monthly statements directly from their brokers/dealers are deemed to have automatically complied with this requirement.

9

With respect to exempt securities referred to in Section 5 which do not require preclearance/reporting, employees must nonetheless annually report the holdings of those exempt securities that are defined in Section 5.F.-J. (This reporting requirement, however, does not apply to exempt securities as defined in Section 5.A.-E.)

D. Annual Certification of Compliance. All MLIM 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 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.

E. Review of Transactions and Holdings Reports. All transactions reports and holdings reports will be reviewed by department heads (or their designees) or compliance personnel according to procedures established by the Compliance Department.

Section 7 - Reporting by Disinterested Directors of MLIM Funds

A disinterested director of a Fund need only report a transaction in a security if the director, at the time of that transaction, knew or, in the ordinary course of fulfilling the official duties of a director of such Fund, should have known that, during the 15-day period immediately preceding the date of the transaction by the director, 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 director. In reporting such transactions, disinterested directors 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 6.D. for MLIM employees, disinterested directors 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 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 8 - Approval and Review by Boards of Directors

The Board of Directors of each MLIM Fund, including a majority of directors who are disinterested directors, must approve this Code of Ethics. Additionally, any material changes to this Code must be approved by the Board of Directors within six months after adoption of any material change. The Board of Directors 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

10

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 of Directors must receive a certification from the Fund, the Investment Adviser or Principal Underwriter that it has adopted procedures reasonably necessary to prevent employees from violating the Code of Ethics.

Section 9 - Review of MLIM Annual Report

At least annually, the Fund, the Investment Adviser and the Principal Underwriter must furnish to the Fund's Board of Directors, and the Board of Directors 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 Directors, 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 Fund, Investment Adviser and Principal Underwriter have adopted procedures reasonably necessary to prevent employees from violating this Code of Ethics.

Section 10 - Sanctions

Potential violations of the Code of Ethics must be brought to the attention of the Compliance Director or his designee, are investigated and, if appropriate, sanctions are imposed. Upon completion of the investigation, if necessary, the matter may also be reviewed by the Code of Ethics Review Committee 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 11 - Exceptions

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 Code of Ethics Review Committee that such employee would suffer extreme financial hardship should an exception not be granted. Should the subject of the exception request involve 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.

11

GMO
CODE OF ETHICS

GMO AUSTRALASIA LLC
GMO AUSTRALIA LTD.
GMO RENEWABLE RESOURCES LTD.
GMO SINGAPORE PTE LTD.
GMO SWITZERLAND GMBH
GMO TRUST
GMO U.K. LTD.
GMO WOOLLEY LTD.
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
RENEWABLE RESOURCES LLC

Dated August 18, 2006


                                Table of Contents

Table of Contents..............................................................i

Introduction...................................................................1

   A.          General Principles..............................................1
   B.          Applicability of the Code to Certain Access Persons.............1
       1.      Certain Outside Directors of GMO................................1
       2.      Certain Trustees of GMO Trust...................................1
Part I:        Fiduciary and Professional Standards............................2

   A.          Conflicts of Interest - Standards...............................2
   B.          Gifts...........................................................3
   C.          Disclosure......................................................4
   D.          Confidentiality.................................................4
   E.          Reporting and Accountability....................................4
       1.      Access Persons..................................................4
       2.      GMO's Chief Compliance Officer..................................4
       3.      Conflicts of Interest Committee.................................4
       4.      Investigating and Enforcing the Code............................5
   F.          Compliance with the Federal Securities Laws.....................5
Part II: Personal Trading Policies.............................................6

   A.          Introduction....................................................6
       1.      Fiduciary Duty..................................................6
         a.    Place the interests of the GMO Funds and Accounts first.........6
         b.    Conduct all personal Securities Transactions consistent with
               this Code including both the pre-clearance and reporting
               requirements....................................................6
         c.    Avoid taking inappropriate advantage of their positions.........6
       2.      Appendices to the Code..........................................6
         a.    Definitions (capitalized terms in the Code are defined in
               Appendix 1);....................................................6
         b.    Master Personal Trading Policies and Procedures and the
               appendices thereto (Appendix 2);................................6
         c.    Quick Reference Guide to Pre-Clearance and Quarterly Reporting
               (Appendix A to Appendix 2);.....................................6
         d.    Quarterly Transaction Report (Appendix B to Appendix 2);........6
         e.    Contact Persons including the Chief Compliance Officer and the
               Conflicts of Interest Committee, if different than as initially
               designated herein (Appendix C to Appendix 2);...................6
         f.    Annual Holdings Report (Appendix D to Appendix 2);..............6
         g.    Beneficial Ownership Report (Appendix E to Appendix 2);.........7
         h.    File a PTAF (Appendix F to Appendix 2);.........................7
         i.    Annual Certificate of Compliance (Appendix G to Appendix 2);....7
         j.    Form Letter to Broker, Dealer or Bank ("407" Letter) (Appendix H
               to Appendix 2); and.............................................7
         k.    List of GMO Sub-Advised Funds (Appendix I to Appendix 2)........7
   B.          Personal Securities Transactions................................7
       1.      Pre-Clearance Requirements for Access Persons...................7
         a.    General Requirement.............................................7
         b.    General Policy..................................................7
         c.    Procedures......................................................7
         d.    No Explanation Required for Refusals............................7
       2.      Prohibited Transactions.........................................8
         a.    Prohibited Securities Transactions..............................8
            i. Initial Public Offerings........................................8
            ii.   Options on Securities........................................8
            iii.  Securities Purchased or Sold or Being Considered for Purchase
                  or Sale......................................................8
            iv.   Short-Term Profiting.........................................8
            v. Short Selling of Securities.....................................9
            vi.   Short-Term Trading Strategies in GMO Funds...................9
         b.    Improper Securities Transactions................................9
            i. Inside Information..............................................9
            ii.   Market Manipulation..........................................9
            iii.  Market-Timing of GMO Advised/Sub-Advised Funds...............9
            iv.   Others.......................................................9
       3.      Exemptions.....................................................10
         a.    Pre-Clearance and Reporting Exemptions.........................10
            i. Securities Transactions Exempt from Both Pre-clearance and
               Reporting......................................................10
            ii.   Securities Transactions Exempt from Pre-clearance but Subject
                  to Reporting Requirements...................................10
         b.    Application to Commodities, Futures and Options................11
         c.    Application to Limit Order.....................................13
         d.    Application to Margin Accounts.................................13
       4.      Reporting Requirements.........................................13
         a.    Initial and Annual Disclosure of Personal Holdings.............13
         b.    Quarterly Reporting Requirements...............................14
         c.    Brokerage Statements...........................................14
         d.    Special Reporting Requirements for Non-Access Directors........14
         e.    Review of Reports..............................................14
         f.    Availability of Reports........................................14
       5.      Private Placements/Non-GMO Employee Stock Investment Options...14
Part III: Compliance with this Code of Ethics.................................15

   A.          Conflicts of Interest Committee................................15
       1.      Membership, Voting and Quorum..................................15
       2.      Investigating Violations of the Code...........................15
       3.      Annual Reports.................................................15
       4.      Review of Denied Trades........................................15
   B.          Remedies.......................................................15
       1.      Sanctions......................................................15
       2.      Review.........................................................16
       3.      Review of Pre-Clearance Decisions..............................16
   C.          Exceptions to the Code.........................................16
   D.          Compliance Certification.......................................16
   E.          Inquiries Regarding the Code...................................16
   F.          Boards of Trustees Approvals...................................17
       1.      Approval of Code...............................................17
       2.      Amendments to Code.............................................17
Appendix 1: Definitions.......................................................18

Appendix 2: Master Personal Trading Policies and Procedures...................22

Appendix A: Quick Reference Guide to Pre-Clearance and Quarterly Reporting....29

Appendix B: Quarterly Transaction Report......................................32

Appendix C: Contact Persons...................................................33

Appendix D: Annual Holdings Report............................................34

Appendix E: Beneficial Ownership Report.......................................35

Appendix F: File a PTAF.......................................................36

Appendix G: Annual Certificate of Compliance..................................37

Appendix H: Form Letter to Broker, Dealer or Bank ("407" Letter)..............38

Appendix I: List of GMO Sub-Advised Funds.....................................39

GMO U.K. Ltd. Code of Ethics Supplement.......................................40

GMO Australia Limited Code of Ethics Supplement...............................43

GMO Renewable Resources Limited (New Zealand) Code of Ethics Supplement.......44

i

Introduction

A. General Principles

As an investment adviser, GMO is a fiduciary with respect to the assets managed on behalf of its various clients. As a fiduciary, GMO owes a duty to its clients to at all times act in the clients' best interest. This Code of Ethics (the "Code") is based on the principle that GMO's directors, officers, employees, and certain other related persons have a fiduciary duty to place the interests of GMO's clients ahead of their own. The Code applies to all Access Persons(1) (with exceptions for certain provisions described in Section B below) and is intended to promote:

o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

o full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by GMO Trust or GMO;

o compliance with applicable laws and governmental rules and regulations;

o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

o accountability for adherence to the Code.

The Code consists of three principal components. "Part I: Fiduciary and Professional Standards" focuses principally on the professional conduct that is expected of all Access Persons. "Part II: Personal Trading Policies" focuses on specific pre-clearance and reporting obligations with respect to personal transactions in securities. Lastly, "Part III: Compliance with this Code of Ethics" discusses certain procedural aspects of how the Code is implemented.

B. Applicability of the Code to Certain Access Persons

1. Certain Outside Directors of GMO.

Certain members of GMO's Board of Directors may be classified as "Non-Access Directors" (see Appendix 1 to this Code for a definition of this term). Non-Access Directors are subject to all parts of this Code except Part II.B (other than Parts II.B.2.b and II.B.4.d) of the Code, as described herein.

2. Certain Trustees of GMO Trust.

Certain members of the Board of Trustees of GMO Trust are classified as "Independent Trustees" (see Appendix 1 to this Code for a definition of this term). Independent Trustees are subject to the Code of Ethics for the Independent Trustees of GMO Trust and are not subject to the terms of this Code.


(1) Capitalized words are defined in Appendix 1.

Part I: Fiduciary and Professional Standards

As mentioned, GMO is a fiduciary with respect to the assets managed on behalf of its various clients, and, as a result, Access Persons have a fiduciary duty to place the interests of GMO's clients ahead of their own. This fiduciary duty may be compromised by potential conflicts of interest with respect to an Access Person. Whenever a potential conflict arises, the Access Person must report the conflict to GMO's Chief Compliance Officer. This Part I sets forth the proper standards and procedures for evaluating and reporting potential conflicts of interest.

A "conflict of interest" occurs when an Access Person's private interest interferes with the interests of, or that person's service to, GMO Funds and Accounts. For example, a conflict of interest would arise if an Access Person, or a member of his family, receives improper personal benefits as a result of that person's position at GMO.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or are a result of, the contractual relationship between GMO Funds and Accounts and GMO. As a result, this Code recognizes that Access Persons may, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on GMO and a GMO Fund or Account. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"). In reading the following examples of conflicts of interest under the Code, Access Persons should keep in mind that such a list cannot ever be exhaustive by covering every possible scenario. It follows that the overarching principle - that the personal interest of an Access Person should not be placed improperly before the interest of GMO Funds or Accounts - should be the guiding principle in all circumstances.

A. Conflicts of Interest - Standards

Each Access Person must:

o not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by a GMO Fund or Account whereby the Access Person would benefit personally to the detriment of the GMO Fund or Account;

o not cause a GMO Fund or Account to take action, or fail to take action, for the individual personal benefit of the Access Person rather than for the benefit of the GMO Fund or Account;

o not use material non-public knowledge of portfolio transactions made or contemplated for a GMO Fund or Account to profit personally or cause others to profit, by the market effect of such transactions;

o not retaliate against any employee or Access Person for reports of potential violations of law that are made in good faith.

There are some conflict of interest situations that should always be discussed with GMO's Chief Compliance Officer if material. Examples of these include:

o any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his responsibilities;

o service as a director on the board (or equivalent position) of any public company;

2

o service as a director or similar position for any foundation, charity or other institution such that the Access Person may influence the selection or consideration of GMO as an investment adviser;

o the providing of any financial, political or other support or existence of any other relationship with any person connected with the account of any public pension fund client of GMO;

o the receipt of any gifts or entertainment of significant value (see Gifts policy below);

o any ownership interest in, or any consulting or employment relationship with, any of GMO's or a GMO Fund's service providers;

o a direct or indirect financial interest in commissions, transaction charges or spreads paid by a GMO Fund or Account for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Access Person's employment, such as compensation or equity ownership.

B. Gifts

On occasion, because of their affiliation with the Funds or Accounts, Access Persons may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other persons not affiliated with any GMO Entity. Due to the potential conflicts of interest, gifts of significant value (e.g., fair market value of greater than $50) should generally not be accepted. In cases where a GMO employee or his or her supervisor believes that attendance at certain events will be beneficial to GMO and/or its Clients' interests, the employee should request via their supervisor that GMO pay for the cost of the employee's attendance. In instances where this is not possible, the employee may participate provided that such participation is approved by her supervisor, and the supervisor reports the receipt of the invitation, including appropriate explanation, within StarCompliance.

Examples of gifts that may not be accepted:

o Golf
o Tours, Cruises or Tourist Events
o Sporting Events
o Arts/Cultural Events
o Services
o Parties
o Conference Fees
o Travel Expenses

All gifts of substantial value (i.e. greater than $250) must be approved by both your supervisor and the Conflicts of Interest Committee prior to receipt.

The following exceptions are made to this policy and may be accepted and need not be reported, except as indicated:

o Gifts with a fair market value of less than $50.

o Working lunch/dinner without entertainment if reasonable in relation to the circumstances.

o Gifts of nominal value (i.e. less than $100), particularly holiday-related, that are consumed or enjoyed within GMO by and among GMO employees (i.e. not enjoyed solely by an individual).

o Lunch or dinner with entertainment provided by a GMO service provider where other clients of the service provider are also present, provided that the attendance of events of this nature is reported to the Chief Compliance Officer.

3

Gifts Register
All gifts, except for the exceptions noted above, must be recorded by the approving supervisor on a register within StarCompliance.

C. Disclosure

o Each Access Person must be familiar with the disclosure requirements applicable to the GMO Funds, including disclosure controls and procedures; and
o Each Access Person must not knowingly misrepresent, or cause others to misrepresent, facts about GMO Funds or Accounts to others, including to the Trustees and auditors of the GMO Funds, and to governmental regulators and self-regulatory organizations.

D. Confidentiality

Access Persons are prohibited from revealing information relating to the investment intentions, activities or portfolios of the Funds and Accounts, except to persons whose responsibilities require knowledge of such information.

E. Reporting and Accountability

1. Access Persons

Each Access Person will be provided with a copy of the Code and any amendments to the Code. Each Access Person (except as otherwise indicated below) is subject to the following reporting and accountability requirements:

a) At least once a year, each Access Person (other than any Independent Trustee) must affirm in writing (which may be by electronic means) that the Access Person has received, read, understands, and complied with the Code and the Procedures and any amendments thereto. Periodic training will be offered by the Compliance Department in conjunction with this affirmation;

b) Each Access Person must notify GMO's Chief Compliance Officer promptly if the Access Person knows of any violation of this Code. Failure to do so is itself a violation of this Code;

c) Each Access Person must report at least annually affiliations and potential conflicts; and

d) Each Access Person must report any known or apparent conflict with an Access Person's fiduciary obligations, including his or her own, to GMO's Chief Compliance Officer.

2. GMO's Chief Compliance Officer

The Chief Compliance Officer must:

a) assess current procedures and, where appropriate, develop systems or processes to solicit disclosure of potential conflicts and related issues; and

b) provide additional information as requested by the Conflicts of Interest Committee.

3. Conflicts of Interest Committee

4

The Conflicts of Interest Committee, which is an instrumentality of GMO's Executive Committee, is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. As of the date of this Code, the Conflicts of Interest Committee consists of Scott Eston, J.B. Kittredge, and Bevis Longstreth.

4. Investigating and Enforcing the Code

Procedures to be followed in investigating and enforcing this Code:

a) the Compliance Department will take all appropriate action to investigate any violations and potential violations reported to it or GMO's Chief Compliance Officer;

b) the Compliance Department will report such findings to the Conflicts of Interest Committee;

c) the Conflicts of Interest Committee will consider appropriate actions, such as granting waivers, modifying applicable policies and procedures, or recommending the dismissal of an Access Person;

d) the Compliance Department will report all findings and actions taken by the Conflicts of Interest Committee to the Trustees of GMO Trust; and

e) any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

F. Compliance with the Federal Securities Laws

More generally, Access Persons are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:

o the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;

o the Investment Advisers Act of 1940 and the SEC rules thereunder;

o the Investment Company Act of 1940 and the SEC rules thereunder;

o title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information); and

o the Bank Secrecy Act, as it applies to mutual funds and investment advisers, and the SEC and Department of the Treasury rules thereunder.

5

Part II: Personal Trading Policies

A. Introduction

1. Fiduciary Duty.

As fiduciaries, Access Persons must at all times:

a. Place the interests of the GMO Funds and Accounts first.

Access Persons must scrupulously avoid serving their own personal interests ahead of the interests of the GMO Funds and Accounts in any decision relating to their personal investments. An Access Person may not induce or cause a Fund or Account to take action, or not to take action, for personal benefit, rather than for the benefit of the Fund or Account. Nor may any Access Person otherwise exploit the client relationship for personal gain. For the avoidance of doubt, an Access Person may not engage in short-term trading strategies (i.e. market timing) for their own account (or any account in which the Access Person has a Beneficial Interest) in any GMO Fund, as such activity would constitute a breach of their fiduciary duty to the Fund.

b. Conduct all personal Securities Transactions consistent with this Code including both the pre-clearance and reporting requirements.

Doubtful situations should be resolved in favor of the GMO Funds and Accounts. Technical compliance with the Code's procedures will not automatically insulate from scrutiny any trades that indicate an abuse of fiduciary duties.

c. Avoid taking inappropriate advantage of their positions.

Access Persons must not only seek to achieve technical compliance with the Code, but also should strive to abide by its spirit and the principles articulated herein.

2. Appendices to the Code.

The appendices to this Code are attached to and are a part of the Code. The appendices include the following:

a. Definitions (capitalized terms in the Code are defined in Appendix 1);

b. Master Personal Trading Policies and Procedures and the appendices thereto (Appendix 2);

c. Quick Reference Guide to Pre-Clearance and Quarterly Reporting (Appendix A to Appendix 2);

d. Quarterly Transaction Report (Appendix B to Appendix 2);

e. Contact Persons including the Chief Compliance Officer and the Conflicts of Interest Committee, if different than as initially designated herein (Appendix C to Appendix 2);

f. Annual Holdings Report (Appendix D to Appendix 2);

6

g. Beneficial Ownership Report (Appendix E to Appendix 2);

h. File a PTAF (Appendix F to Appendix 2);

i. Annual Certificate of Compliance (Appendix G to Appendix 2);

j. Form Letter to Broker, Dealer or Bank ("407" Letter) (Appendix H to Appendix 2); and

k. List of GMO Sub-Advised Funds (Appendix I to Appendix 2).

B. Personal Securities Transactions

1. Pre-Clearance Requirements for Access Persons.

a. General Requirement.

All Securities Transactions by an Access Person for an account in which the Access Person has a Beneficial Interest of the types set forth in Section 2 of the Procedures are subject to the pre-clearance procedures set forth in Section 6 of the Procedures.

b. General Policy.

In general, requests to buy or sell a security will be denied if the Security (a) was purchased or sold within 3 calendar days prior to the date of the request or (b) is being considered for purchase or sale within 15 calendar days after the date of the request by any Fund or Account. Requests to sell a Security short will be denied for the same reasons and also if the security is owned by any GMO Active Portfolio. However, due to the frequency of trades and automated security selection and trading processes employed by the Algorithmic Trading Division, the foregoing will not apply to securities held by accounts managed by this division.(2)

c. Procedures.

The procedures for requesting pre-clearance of a Securities Transaction are set forth in Section 6 of the Procedures and in Appendix A thereto. GMO's Chief Compliance Officer (or a designee) will keep appropriate records of all pre-clearance requests.

d. No Explanation Required for Refusals.

In some cases, GMO's Chief Compliance Officer (or a designee) may refuse to authorize a Securities Transaction for a reason that is confidential. GMO's Chief Compliance Officer (or designee) is not required to give an explanation for refusing to authorize any Securities Transaction.


(2) Please note that Access Persons that are members of the Algorithmic Trading Division are prohibited from transacting in securities within its managed accounts' investment universe.

7

2. Prohibited Transactions.

a. Prohibited Securities Transactions.

The following Securities Transactions are prohibited and will not be authorized, except to the extent designated below.

i. Initial Public Offerings.

Any purchase of Securities in an initial public offering other than a new offering of a registered open-end investment company or any initial offering that an Access Person can demonstrate in the pre-clearance process is available and accessible to the general investing public through on-line or other means.

ii. Options on Securities.

Options on any securities held by any GMO Active Portfolios. Access Persons also are prohibited from purchasing or selling options on Securities held in an account within his or her own area, even if quantitatively managed.

iii. Securities Purchased or Sold or Being Considered for Purchase or Sale.

Any Security purchased or sold or being considered for purchase or sale by a Fund or an Account. For this purpose, a security is being considered for purchase or sale when a recommendation to purchase or sell the Security has been communicated or, with respect to the person making the recommendation, when such person seriously considers making the recommendation.

iv. Short-Term Profiting.

Profiting from the purchase or sale of the same or equivalent Securities within 60 calendar days is prohibited. If a position is sold for a profit within 60 days, any such profit will ordinarily be required to be disgorged to a charity designated by the Conflicts of Interest Committee. The following securities (as defined in Part
II.B.3.a.i and .ii of this Code) are not subject to this prohibition:

(a) Mutual Funds (excluding GMO Funds which are discussed in subsection (vi) below);

(b) U.S. Government Securities;

(c) Money Market Instruments;

(d) Currencies and Forward Contracts thereon;

(e) Futures on Interest Rates, Bonds, Commodities, and commercially available broad based Indexes;

(f) Commodities and options on Commodities;

(g) Securities acquired through the exercise of Rights Offerings;

(h) Municipal Bonds;

(i) Open-Ended Exchange Traded Funds; and

8

(j) Dow Jones Industrial Average Index (DIA).

v. Short Selling of Securities.

Short selling securities that are held in GMO Active Portfolios. Access Persons also are prohibited from short selling Securities held in an account within his or her own area, even if quantitatively managed. The Compliance Department will determine whether a GMO Active Portfolio holds a Security and whether a Security is held by an Access Person's "area."

vi. Short-Term Trading Strategies in GMO Funds.

Redemption of a portion or all of a purchase in a GMO Fund (including the GMO Trust Funds and other mutual funds advised or sub-advised by GMO, but excluding GMO Short Duration Income Fund, GMO Domestic Bond Fund, GMO Short-Duration Collateral Fund, GMO Short-Duration Collateral Share Fund and GMO World Opportunity Overlay Fund) made within the past 60 calendar days. If a position is sold for a profit within 60 days, any such profit will ordinarily be required to be disgorged to a charity designated by GMO's Conflicts of Interest Committee. Additionally, three "round-trip" transactions (purchase and subsequent redemption) in the same GMO Fund, with the same exceptions, over a 12-month period is prohibited. Profits will ordinarily be required to be disgorged in a similar manner.

b. Improper Securities Transactions.

The following Securities Transactions may violate the federal securities laws or other legal or regulatory provisions or are otherwise deemed to be improper and are prohibited and will not be authorized under any circumstances:

i. Inside Information.

Any transaction in a Security while in possession of material nonpublic information regarding the Security or the issuer of the Security;

ii. Market Manipulation.

Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading

iii. Market-Timing of GMO Advised/Sub-Advised Funds.

Transactions in GMO Funds (including GMO Sub-Advised Funds) that, when taken together, constitute a short term trading strategy that is inconsistent with the interests of the fund's long-term investors; and

iv. Others.

Any other transactions deemed by GMO's Chief Compliance Officer (or a designee) to involve a conflict of interest, possible diversions of corporate opportunities, or an appearance of impropriety.

9

3. Exemptions.

Any Securities Transaction not specifically exempted from pre-clearance and reporting requirements as detailed below is fully subject to such requirements.

a. Pre-Clearance and Reporting Exemptions.

The following Securities Transactions and other transactions are exempt (as indicated below) from either the pre-clearance requirements set forth in Part II.B.1 of this Code or the reporting requirements set forth in Part II.B.4 of this Code, or both. Note that de minimis purchases and sales of large market cap stocks, investments in municipal bonds, and investments in Open-Ended Exchange Traded Funds are exempt from pre-clearance, but are subject to quarterly and annual reporting.

Please note that transactions by employees in GMO Advised Funds, GMO Sub-Advised Funds, and GMO hedge funds are subject to the Code and will be regularly monitored for compliance with the Code. Employees should have no expectation of privacy with respect to such transactions.

i. Securities Transactions Exempt from Both Pre-clearance and Reporting.

o Mutual Funds (other than Reportable Funds, including the GMO Advised Funds and GMO Sub-Advised Funds). Securities issued by any registered open-end investment companies (excluding Reportable Funds).

o U.S. Government Securities. Securities issued by the Government of the United States;

o Money Market Instruments. Money market instruments or their equivalents, including bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments(3), including repurchase agreements;

o Currencies and Forward Contracts Thereon. Currencies of foreign governments and forward contracts thereon;

o 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; and

o Rights. Any acquisition of Securities through the exercise of rights issued by an issuer to all holders of a class of its Securities, to the extent the rights were acquired in the issue.

ii.Securities Transactions Exempt from Pre-clearance but Subject to Reporting Requirements.

o Discretionary Accounts. Transactions through any discretionary accounts (i) that have been approved by the Compliance Department in advance and (ii) for which the Access Person has arranged for quarterly certification from the third party manager stating that the


(3) High quality short-term debt instrument means 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.

10

individual (Access Person or Immediate Family Member) has not influenced the discretionary manager's decisions during the period in question;

o De Minimis Purchases and Sales of Large Cap Stocks by non-Investment Personnel. Purchases or sales by Access Persons who are not portfolio managers or trading staff of less than $25,000 of common stock of issuers whose market capitalization is greater than $5 billion as of the date of such purchases or sales, provided that the Access Person is not aware of pending transactions by a GMO Fund or Account with respect to such stock. This exemption from pre-clearance may be utilized once per security within multiple accounts during a pre-clearance period so long as the total across all accounts is less than $25,000;

o Municipal Bonds. Personal investment in municipal bonds is exempt from pre-clearance requirements as set forth in Part II.B.1 of this Code but subject to quarterly transaction reporting and annual holdings disclosure as set forth in Part II.B.4 of this Code;

o Open-Ended Exchange Traded Funds (ETF's). Personal investment in shares of Open-Ended Exchange Traded Funds ("ETFs") are exempt from pre-clearance requirements as set forth in Part II.B.1 of this Code, but subject to quarterly transaction reporting and annual holdings disclosure as set forth in Part II.B.4 of this Code;

o Dow Jones Industrial Average (DIA). Personal investment in units of Dow Jones Industrial Average Index shares is exempt from pre-clearance requirements as set forth in Part II.B.1 of this Code but subject to quarterly transaction reporting and annual holdings disclosure as set forth in Part II.B.4 of this Code;

o Miscellaneous. Any transaction in other Securities as may from time to time be designated in writing by the Conflicts of Interest Committee on the ground that the risk of abuse is minimal or non-existent;

o Donation of Securities to a Charity. A donation of securities to a charity is exempt from pre-clearance requirements as set forth in Part
II.B.1 of this Code, but subject to quarterly transaction reporting and annual holdings disclosure as set forth in Part II.B.4 of this Code; and

o Reportable Funds. Securities issued by any mutual funds for which a GMO Advisory Entity serves as an investment adviser, sub-adviser or principal underwriter are exempt from pre-clearance requirements as set forth in Part II.B.1 of this Code, but subject to quarterly transaction reporting and annual holdings disclosure as set forth in

Part II.B.4 of this Code.

b. Application to Commodities, Futures and Options.

i. The purchase or sale of futures on interest rates, futures on currencies, non-exchange-traded options on currencies, and non-exchange-traded options on currency futures are not subject to the pre-clearance requirements set forth in Part II.B.1 of this Code or the reporting requirements set forth in Part II.B.4 of this Code.

ii. The purchase and sale of commodities, exchange-traded options on currencies, exchange-traded options on currency futures, futures on bonds and commodities and the purchase of futures on securities comprising part

11

of a broad-based, publicly traded market based index of stocks and related options are not subject to the pre-clearance requirements set forth in Part
II.B.1 of this Code, but are subject to the reporting requirements set forth in Part II.B.4 of this Code.

iii.Purchasing Options:

o If the purchase or sale of the underlying security is subject to pre-clearance and/or reporting, the same applies to the purchase of an option on such security (i.e. options on U.S. Government securities would be exempt from pre-clearance and reporting).

o The exercise of a purchased option must also be pre-cleared and reported, unless the option is expiring.

o Any offsetting transaction or transaction in the underlying security must be separately pre-cleared and reported.

iv. Writing Options:

o If the purchase or sale of the underlying security is subject to pre-clearance and/or reporting, the same applies to the practice of writing of an option on such security.

o The exercise of a written option (by the other party) need not be pre-cleared or reported.

o Any offsetting transaction or transaction in the underlying security must be separately pre-cleared and reported.

v. Short-Term Transactions on Options. The following transactions with respect to options violate the Short-Term Profiting provision set forth in

Part II.B.2.a.iv of this Code:

Purchasing a Call

o Closing out the call position (exercising your rights under the option) within 60 days from the date the option was purchased.

o Selling the underlying security within 60 days from the date the option was purchased.

o Selling a put on the underlying security within 60 days from the date the option was purchased.(4)

o Writing a call on the underlying security within 60 days from the date the option was purchased.(3)

Purchasing a Put
o Closing out the put position (exercising your rights under the option) within 60 days from the date the option was purchased.

o Buying the underlying security within 60 days from the date the option was purchased.


(4) Portion of the profits that were locked in as a result of the transaction will be required to be forfeited.

12

o Selling a call on the underlying security within 60 days from the date the option was purchased.(3)

o Writing a put on the underlying security within 60 days from the date the option was purchased.(3)

Writing a Call

o Purchasing a call on the underlying security within 60 days from the date the option was sold.(3)

o Buying the underlying security within 60 days from the date the option was sold.

o Selling a put on the underlying security with 60 days from the date the option was sold.(3)

Writing a Put

o Purchasing a put on the underlying security within 60 days from the date the option was sold.(3)

o Selling the underlying security within 60 days from the date the option was sold.

o Selling a call on the underlying security with 60 days from the date the option was sold.(3)

c. Application to Limit Order

Limit orders will be subject to an initial pre-clearance upon establishment. Once approved, subsequent trades resulting from the limit order need not be pre-cleared. The Compliance Department will require an attestation from the broker upon the creation of the limit order stating that the broker will act solely within that limit order, with no influence exercised or information supplied by the Access Person or anyone else acting on his or her behalf. Any future changes to existing limit orders must be pre-cleared. All transactions are subject to reporting.

d. Application to Margin Accounts

Dipping below a margin requirement may result in an unapproved security liquidation by the broker making the margin call, which would technically be a violation of the pre-clearance policy. In these instances documentation is required from the brokerage firm to establish that the liquidation was the result of margin requirements, and not a requested transaction by the Access Person.

4. Reporting Requirements

a. Initial and Annual Disclosure of Personal Holdings.

No later than 10 calendar days after initial designation as an Access Person and thereafter on an annual basis (and based on information current as of a date not more than 30 days before the report is submitted), each Access Person must report to the Compliance Department all of the information set forth in Section 1 of the Procedures.

13

b. Quarterly Reporting Requirements.

Each Access Person must file a quarterly report with the Compliance Department within 10 calendar days of quarter-end with respect to all Securities Transactions of the types listed in Section 2 of the Procedures occurring during that past quarter. The procedures to be followed in making quarterly reports are set forth in Section 7 of the Procedures.

c. Brokerage Statements.

Each Access Person must disclose to the Compliance Department all of his or her reportable brokerage accounts and relationships and must require such brokers to forward to the Compliance Department copies of confirmations of account transactions.

d. Special Reporting Requirements for Non-Access Directors

Notwithstanding the fact that the Non-Access Directors are not subject to the reporting requirements set forth in the three preceding paragraphs, the Non-Access Directors shall be subject to any personal trading restrictions and periodic reporting requirements set forth in GMO's "Procedures for Certain Outside Directors", as may be in effect from time to time.

e. Review of Reports.

The Chief Compliance Officer (or a designee) shall review and maintain each Access Person's reports filed pursuant to paragraphs (a), (b) and (d) above and brokerage statements filed pursuant to paragraph (c) above.

f. Availability of Reports.

All information supplied pursuant to this Code will generally be maintained in a secure and confidential manner, but may be made available (without notice to Access Person) for inspection to the directors, trustees or equivalent persons of each GMO Entity employing the Access Person, the Board of Trustees of each GMO Fund, the Conflicts of Interest Committee, the Compliance Department, GMO's Chief Compliance Officer, GMO Trust's Chief Compliance Officer, the Access Person's department manager (or designee), any party to which any investigation is referred by any of the foregoing, the SEC, any state securities commission, and any attorney or agent of the foregoing or of the GMO Funds.

5. Private Placements/Non-GMO Employee Stock Investment Options

Private placements (including private placements of any non-GMO pooled vehicle or non-GMO Hedge Fund) and Non-GMO Employee Stock Investment Options are subject to pre-clearance and reporting procedures.

14

Part III: Compliance with this Code of Ethics

A. Conflicts of Interest Committee

1. Membership, Voting and Quorum.

As of the date of this Code, the Conflicts of Interest Committee consists of Scott Eston, J.B. Kittredge, and Bevis Longstreth. The Conflicts of Interest Committee shall vote by majority vote with two members serving as a quorum.

2. Investigating Violations of the Code.

The Compliance Department is responsible for investigating any suspected violation of the Code and shall report the results of each investigation to the Conflicts of Interest Committee. The Conflicts of Interest Committee is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code. Any violation of the Code will be reported to the Boards of Trustees of the GMO Funds no less frequently than each quarterly meeting.

3. Annual Reports.

The Conflicts of Interest Committee will review the Code at least once a year, in light of legal and business developments and experience in implementing the Code, and will provide a written report to the Board of Trustees of each GMO Fund:

a. Summarizing existing procedures concerning personal investing and any changes in the procedures made during the past year;

b. Identifying material issues under this Code since the last report to the Board of Trustees of the GMO Funds, including, but not limited to, any material violations of the Code or sanctions imposed in response to material violations or pattern of non-material violation or sanctions;

c. Identifying any recommended changes in existing restrictions or procedures based on its experience under the Code, evolving industry practices, or developments in applicable laws or regulations; and

d. Certifying to the Boards of Trustees of the GMO Funds that the applicable GMO Entities have adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

4. Review of Denied Trades.

The process and standards for Conflicts of Interest Committee review of denied trades is set forth in Section 3 of the Procedures and Appendix A thereto.

B. Remedies

1. Sanctions.

If the Compliance Department determines that an Access Person has committed a violation of the Code, the Compliance Department may impose sanctions and take other actions as it deems 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

15

referral, and termination of the employment of the violator for cause. The Compliance Department also ordinarily requires the Access Person to reverse the trade(s) in question and forfeit any profit or absorb any loss derived therefrom. In such cases, the amount of profit shall be calculated by the Compliance Department and shall be forwarded to a charitable organization designated by the Conflicts of Interest Committee. No member of the Compliance Department may review his or her own transaction.

Additionally, monetary penalties will be assessed for recurring non-material violations of the Code. Specifically, Access Persons who violate any provisions of the Code on three occasions within any 12-month period will be subject to a $100 penalty. Furthermore, Access Persons who violate any provision of the Code on four occasions within any 36-month period will be subject to a $500 penalty and supervisor notification and, on each subsequent occasion, will be subject to a $1,000 penalty. To the extent that the violation indicates serious misconduct, more serious sanctions will be considered.

2. Review.

Whenever the Compliance Department determines that an Access Person has committed a violation of this Code that merits remedial action, it will report such violations and remedial actions taken no less frequently than quarterly to the Conflicts of Interest Committee and the Boards of Trustees of the applicable GMO Funds. The Boards of Trustees of the GMO Funds shall have access to all information considered by the Conflicts of Interest Committee in relation to any matter. The Compliance Department, in consultation with the Conflicts of Interest Committee, may determine whether or not to delay the imposition of any sanctions pending review by the applicable Board of Trustees.

3. Review of Pre-Clearance Decisions.

Upon written request by any Access Person, the Conflicts of Interest Committee may review, and, if applicable, reverse any request for pre-clearance denied by the Compliance Department.

C. Exceptions to the Code

Although exceptions to the Code will rarely, if ever, be granted, the Conflicts of Interest Committee may grant exceptions to the requirements of the Code on a case-by-case basis if the Conflicts of Interest Committee finds that the proposed conduct involves negligible opportunity for abuse. All such exceptions must be in writing and must be reported by the Compliance Department as soon as practicable to the Boards of Trustees of the GMO Funds at their next regularly scheduled meeting after the exception is granted.

D. Compliance Certification

At least once a year, all Access Persons will be required to certify that they have read, understand and complied with the Code and the Procedures. Such certification may be done by electronic means. The Compliance Department will offer periodic training in conjunction with this certification.

E. Inquiries Regarding the Code

The Compliance Department will answer any questions about this Code, the Procedures or any other compliance-related matters.

16

F. Boards of Trustees Approvals

1. Approval of Code.

The Boards of Trustees of the GMO Funds, including a majority of the Trustees who are not "interested persons" under the 1940 Act, must approve the Code based upon a determination that it contains the provisions reasonably necessary to prevent Access Persons from engaging in conduct prohibited by Rule 17j-1 under the 1940 Act.

2. Amendments to Code.

The Boards of Trustees of the GMO Funds, including a majority of the Trustees who are not "interested persons" under the 1940 Act, must approve any material amendment to the Code or the Procedures within six months of such change.

17

Appendix 1: Definitions

"Access Person" means:

(1) every employee or on-site consultant of Grantham, Mayo, Van Otterloo & Co. LLC or any other GMO Advisory Entity; every partner, member, trustee, director or officer (or other person occupying a similar status or performing similar functions) of GMO Trust or any GMO Advisory Entity; and every other person who provides investment advice on behalf of a GMO Advisory Entity and is subject to the supervision and control of a GMO Advisory Entity;

(2) every general partner, member, trustee, director, officer, employee or on-site consultant of GMO Trust or any GMO Advisory Entity (or any company in a control relationship to any GMO Trust Fund or GMO Advisory Entity) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Security by a GMO Trust Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

(3) every natural person in a control relationship to a GMO Trust Fund or GMO Advisory Entity who obtains information concerning recommendations made to a GMO Trust Fund with regard to the purchase or sale of Securities by the GMO Trust Fund; and

(4) such other persons as the Compliance Department shall designate.

Please note that Independent Trustees of GMO Trust are subject to the Code of Ethics for the Independent Trustees of GMO Trust and are not subject to the terms of this Code. Any uncertainty as to whether an individual is an Access Person should be brought to the attention of the Compliance Department, which will make the determination in all cases.

"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. An Access 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 an Access Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Department. 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.

"Client" means any GMO Fund, GMO Sub-Advised Fund or GMO Account.

"Code" means this Code of Ethics, as amended.

"Compliance Department" means the Legal and Compliance Department of Grantham, Mayo, Van Otterloo & Co. LLC. Communications received under this Code to be directed to the Compliance Department in the first instance should be directed to the Chief Compliance Officer.

"Chief Compliance Officer" means the Chief Compliance Officer of Grantham, Mayo, Van Otterloo & Co. LLC, namely, Julie Perniola.

"Covered Accounts" means all persons, entities and accounts which you, your spouse or minor children own, or over which you exercise or substantially influence investment decisions.

18

"Discretionary Account" is an account for which the Access Person has no authority to make investment decisions with respect to the assets in the account. These accounts must first be approved by the Compliance Department. The Access Person is also responsible for arranging a quarterly certification letter from the third party manager stating that the individual in question has not influenced the discretionary manager's decisions during the period in question.

"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, bonds, and other obligations of that company or security otherwise convertible into that security.

"GMO Active Portfolio" means any Fund or Account that is managed by application of traditional (rather than quantitative) investment techniques, which includes International Active and Emerging Markets.

"GMO Account" and "Account" mean any investments managed for a client by a GMO Advisory Entity, including private investment accounts, ERISA pools and unregistered pooled investment vehicles.

"GMO Advised Fund" means an investment company registered under the 1940 Act (or a portfolio or series thereof, as the case may be) for which any of the GMO Advisory Entities serves as an adviser. For clarification purposes, this definition does not include any registered investment company that is sub-advised by a GMO Advisory Entity (see definition of "GMO Sub-Advised Fund" below). Currently, GMO Advised Funds include each series of GMO Trust and the Asset Allocation Trust.

"GMO Advisory Entity" means Grantham, Mayo, Van Otterloo & Co. LLC, GMO Australasia LLC, GMO Australia Ltd., GMO Renewable Resources Ltd, GMO Singapore PTE Ltd., GMO Switzerland GMBH, GMO U.K. Ltd., GMO Woolley Ltd., or Renewable Resources LLC.

"GMO Entity" means GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC, GMO Australasia LLC, GMO Australia Ltd., GMO Renewable Resources Ltd, GMO Singapore PTE Ltd., GMO Switzerland GMBH, GMO U.K. Ltd., GMO Woolley Ltd., or Renewable Resources LLC.

"GMO Fund" and "Fund" mean an investment company registered under the 1940 Act (or a portfolio or series thereof, as the case may be), including GMO Trust, for which any of the GMO Entities serves as an adviser or sub-adviser.

"GMO Sub-Advised Fund" means an investment company registered under the 1940 Act (or a portfolio or series thereof, as the case may be) for which any of the GMO Advisory Entities serves as a sub-adviser. A list of such GMO Sub-Advised Funds is available and will be continually updated on GMO's intranet site, a current version of which is attached hereto as Appendix I.

"GMO Trust Fund" means any series of GMO Trust.

"Immediate Family" of an Access Person means any of an Access Person's spouse and minor children who reside in the same household. Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Department determines could lead to the possible conflicts of interest or appearances of impropriety which this Code is intended to prevent. The Compliance Department may from time-to-time circulate such expanded definitions of this term as it deems appropriate.

"Independent Trustee" means any trustee of GMO Trust who is not an "interested person" (as defined in Section 2(a)(19) of the 1940 Act) of GMO Trust.

"Investment Personnel" means those Access Persons who are portfolio managers or trading staff.

19

"Non-Access Director" means any person who is a director of GMO who (1) is not an officer or employee of a GMO Entity; (2) has been designated as a Non-Access Person by the Chief Compliance Officer (or a designee); (3) is subject to the requirements of GMO's "Procedures Regarding Certain Outside Directors"; and (4) meets each of the following conditions:

(1) he or she does not have access to nonpublic information regarding any Client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund;

(2) he or she is not involved in making securities recommendations to Clients, and does not have access to such recommendations that are nonpublic; and

(3) he or she, in connection with his or her regular functions or duties, does not make, participate in, or obtain information regarding the purchase or sale of a Security by a registered investment company, and his or her functions do not relate to the making of any recommendations with respect to such purchases or sales.

See Appendix A of GMO's "Procedures Regarding Certain Outside Directors" for the current list of GMO directors who have been designated as Non-Access Directors. Please contact the Compliance Department with any questions about which directors are designated as Non-Access Directors.

"Non-GMO Employee Stock Investment Options" means a compensation program offered through the employer of an Access Person's spouse.

"Open-Ended Exchange Traded Funds" represent shares of ownership in either fund, unit investment trusts, or depository receipts that hold portfolios of common stocks which closely track the performance and dividend yield of specific indexes, either broad market, sector or international. While similar to an index mutual fund, ETFs differ from mutual funds in significant ways. Unlike Index mutual funds, ETFs are priced and can be bought and sold throughout the trading day. Furthermore, ETFs can be sold short and bought on margin. ETFs include iShares offered by Barclays, NASDAQ 100 Index Shares (QQQQ), HOLDRs Trusts, and S&P Depository Receipts (SPY).

"Private Placement" means any purchase of Securities in an offering exempt from registration under the Securities Act of 1933, as amended.

"Procedures" means the Master Personal Trading Policies and Procedures of Grantham, Mayo, Van Otterloo & Co. LLC, from time-to-time in effect and attached hereto as Appendix 2.

"Reportable Fund" means any registered investment company for which a GMO Advisory Entity serves as an investment adviser, sub-adviser or principal underwriter, or any registered investment company whose investment adviser, sub-adviser or principal underwriter controls a GMO Advisory Entity, is controlled by a GMO Advisory Entity, or is under common control with a GMO Advisory Entity. For purposes of this definition, "control" has the same meaning as it does in Section 2(a)(9) of the 1940 Act. For clarification purposes, currently, Reportable Funds include, but are not limited to, the GMO Trust Funds, Asset Allocation Trust, and the GMO Funds sub-advised by a GMO Entity listed in Appendix I to the Procedures.

"SEC" means the Securities and Exchange Commission.

"Security" means a "Covered Security" as defined in Rule 17j-1 under the 1940 Act, as amended from time to time. Currently, this means anything that is considered a "security" within the meaning of Section 2(a)(36) of the 1940 Act, except that it shall not include direct obligations of the U.S. Government,

20

bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, and shares of registered open-end investment companies, or such other securities as may be excepted under the provisions of Rule 17j-1.

"Securities Transaction" means a purchase or sale of Securities in which an Access Person or a member of his or her Immediate Family has or acquires a Beneficial Interest. A donation of securities to a charity is considered a Securities Transaction.

"StarCompliance" means a web-based, automated, fully managed personal trading solution, accessible from GMO computer terminals via http://gmo.starcompliance.com.

Revised:      February 17, 2000
              June 1, 2000
              January 1, 2001
              August 1, 2001
              March 1, 2002
              March 11, 2003
              July 8, 2003
              September 25, 2003
              October 27, 2003
              January 1, 2004
              April 15, 2004
              June 25, 2004
              April 1, 2005
              October 26, 2005
              August 18, 2006

21

Appendix 2: Master Personal Trading Policies and Procedures

GMO AUSTRALASIA LLC
GMO AUSTRALIA LTD.
GMO RENEWABLE RESOURCES LTD.
GMO SINGAPORE PTE LTD.
GMO SWITZERLAND GMBH
GMO TRUST
GMO U.K. LTD.
GMO WOOLLEY LTD.
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
RENEWABLE RESOURCES LLC

Dated August 18, 2006

The Investment Company Act of 1940 provides that every investment adviser must adopt a written Code of Ethics containing provisions reasonably necessary to prevent persons with access to knowledge of any client activities from engaging in trading that is fraudulent or manipulative. Further, investment advisers are obligated to use reasonable diligence and to institute procedures reasonably necessary to prevent violations of the Code. Fraudulent or manipulative practices are defined very broadly, but over time the SEC's focus has been on four concerns: 1) front running, 2) usurping client opportunities, 3) profiting or taking advantage of opportunities that are presented solely as a result of the adviser's business for clients, and 4) market timing and other short-term trading strategies in advised mutual funds that are detrimental to the interests of long term investors. These Policies and Procedures are intended to summarize in readily understandable form and implement the personal trading policies established by the Code. Persons subject to the provisions of the Code are also required to read the Code and (subject to certain exceptions) certify to the same. It should be noted that the Code contains certain other provisions with respect to standards of ethical conduct in addition to those specifically relating to personal trading.

Fraudulent or deceptive trading (as so defined) is unlawful regardless of whether a client can demonstrate harm. Further, GMO can be sanctioned for not having sufficient procedures, even if no violations occur. Therefore, it is important that these procedures be taken seriously. Failure to adhere to the procedures will result in disciplinary sanction.

1. What is subject to disclosure upon commencement of employment and annually?

o Covered Accounts: Identification of all persons, entities and accounts which you, your spouse or minor children own, or over which you exercise control or substantially influence investment decisions and have a Beneficial Interest ("Covered Accounts").

o Discretionary Advisors: The name(s) of any discretionary advisors that manage Covered Accounts on your behalf.

o Brokerage Relationships: Identification and contact information for all brokerage and other investment transaction accounts used by any Covered Account.

o Corporate or other Directorships/Officers Positions: You must disclose all corporate or other directorships or officer positions held by you.

o Holdings: Any ownership of covered securities, including open-end mutual funds sub-advised by GMO.

22

Note: See Annual Holdings Report and Beneficial Ownership Report

2. Who and What is subject to Pre-Clearance and Reporting?

o Purchasing, selling or writing securities (domestic and international), financial commodities or other investment instruments of any kind that are traded in any public or private market must be pre-cleared and reported, unless specifically exempted below.

o Persons meeting the definition of "Access Persons" in the Code, including all members, directors/trustees, officers, employees and on-site consultants of any GMO Entity, are subject to the pre-clearance and reporting rules (unless otherwise specified below and in the Code). Any questions concerning whether you are an Access Person subject to the pre-clearance and reporting requirements of the Code should be immediately directed to the Compliance Department. The term "Covered Persons" is used herein to refer to all Access Persons(5).

o Any Covered Account of a Covered Person (each as defined above).

o Discretionary Accounts (when a Covered Person has hired another adviser to manage any Covered Account on a discretionary basis) are also subject to pre-clearance and reporting unless the Compliance Department has approved other arrangements in advance.

o Any trustee of GMO Trust who is not an "interested person" (as defined in the 1940 Act) of a GMO Fund) or GMO hedge fund) and Non-GMO Employee Stock Investment Options are subject to pre-clearance and reporting.

3. What is the process for review of denied trades?

Conflicts of Interest Committee. A Conflicts of Interest Committee, composed of Scott Eston, J.B. Kittredge, and Bevis Longstreth, has been established to examine situations where a Covered Person would like to seek exception to pre-clearance denial. The Conflicts of Interest Committee has the power to override pre-clearance denials if, in its absolute discretion, it believes the proposed activity is in no way fraudulent or manipulative. Any Covered Person who would like to bring a request before this Committee should submit a request to the StarCompliance mailbox.

4. What is Exempt from Pre-Clearance and Reporting?

o Open-end mutual funds (excluding Reportable Funds)
o Money market-like instruments
o Commercial paper and high quality short-term debt instruments(6), including repurchase agreements
o U.S. Government Securities or futures thereon
o Trading in spot currencies
o Currency Forward Contracts
o Futures on interest rates
o Certain Corporate Actions (see Part II.B.3.a.i of the Code)
o Exercise of Rights Offerings
o Dividend Investment Programs
o Miscellaneous (see Part II.B.3.a.ii of the Code)


(5) The obligations and responsibilities of the Independent Trustees of GMO Trust and Non-Access Directors of GMO are covered under separate policies and procedures, as specified in the Code.
(6) High quality short-term debt instrument means 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.

23

5. What is Exempt from Pre-Clearance but Subject to Reporting?

o Charity/Gifts. The practice of donating securities to charity is subject to quarterly transaction reporting and annual holdings disclosure.

o Futures and Related Options on commercially available broad based indexes.

o Futures on Bonds and Commodities

o Commodities and options on commodities (Note: financial commodity contracts are subject to pre-clearance and reporting)

o Municipal Bonds

o Dow Jones Industrial Average Index (DIA)

o Certain Open-Ended Exchange Traded Funds (ETFs)

o Reportable Funds

o GMO Sub-Advised Funds

o Any discretionary accounts (i) that have been approved by the Compliance Department in advance, and (ii) for which Covered Persons arranged for quarterly certification from outsider manager stating that the individual (Covered Person/spouse and/or minor children/account which Covered Person controls) has not influenced the discretionary manager's decisions during the period in question.

o Exemption for De Minimis Purchases and Sales of Large Market Cap Stocks by non-Investment Personnel (does not include IPOs): Purchases or sales by Covered Persons who are not portfolio managers or trading staff of less than $25,000 of common stock of issuers whose market capitalization is greater than $5 billion as of the date of such purchases or sales provided that the Covered Person is not aware of pending transactions by a GMO Fund or Account with respect to such stock. If a Covered Person has any question as to whether a transaction qualifies for this exemption, the question should be directed to the Compliance Department. For trades that qualify for this exemption from pre-clearance, you will be asked to report the market capitalization of the security on your quarterly transaction report. You may utilize this exemption once per security within multiple accounts during a pre-clearance period so long as the total across all accounts is less than $25,000. That is, if you have determined that your transaction qualifies for this exemption, you may engage in that transaction once during the five-business day pre-clearance window.

24

6. How to Request Pre-Clearance

A Quick Reference Guide to the procedures is set forth in Appendix A. Covered Persons must send all trade requests via the File a PTAF link in StarCompliance. The Compliance Department strongly recommends that you input ALL trades for approval, regardless of exemption status. This will shift the responsibility of interpreting the code to the system rather than the Covered Person. Based on the trade requests that you input, your quarterly transaction and annual holdings reports will automatically populate. If you submit all trades for pre-clearance (regardless of pre-clearance subjectivity), your form will be completed by the system.

Generally, requests to buy or sell a security will be denied if any GMO client or product (a) has purchased or sold that security within 3 calendar days prior to the date of the request or (b) is considering the security for purchase or sale within 15 days after the date of the request. Requests to sell a security short will be denied for the same reasons and also if the security is owned by any of GMO's Active Portfolios. However, due to the frequency of trades and automated security selection and trading processes employed by the Algorithmic Trading Division, the foregoing will not apply to securities held by accounts managed by this division.

For private placements (excluding investments in GMO hedge funds), pre-approval can be requested by submitting an e-mail to the Compliance Department which sets forth the details of the offering. Compliance will ensure that the information is reviewed by the Conflicts of Interest Committee in order to arrive at a decision. The Committee or Compliance may request further information in connection with the consideration. A Covered Person shall not engage in any transactions regarding the subject security during the time that the Committee is considering whether to approve the matter. Covered Persons should allow at least several days for this pre-approval process. With respect to transactions in GMO hedge funds, the submission of subscription or redemption documentation shall constitute a Covered Person's request for pre-approval.

7. Quarterly Reporting

All Covered Persons will receive an email at each quarter-end with a link to the Quarterly Transaction Report on which they are required to report all trades effected during the prior quarter. Forms are to be submitted within 10 calendar days of quarter-end. Covered Persons who do not have any trading activity to report for the given quarter are still required to submit the report indicating such.

See Appendix A "Quick Reference Guide to Pre-Clearance and Quarterly Reporting" and Appendix B "Quarterly Transaction Report".

8. Special Rules for Certain Investment Practices

o Initial Public Offerings - Prohibited unless Chief Compliance Officer determines, based upon information provided with a pre-clearance request, that an offering is accessible to general investing public. Determination of public accessibility qualifies for the Conflicts of Interest Committee.

o Private Placements/Private Pooled Vehicles/Non-GMO Hedge Funds/Non-GMO Employee Stock Investment Options - Permitted subject to pre-approval by the Conflicts of Interest Committee.

o Options on Securities

25

Purchasing Options:

o If the purchase or sale of the underlying security is subject to pre-clearance and/or reporting, the same applies to the purchase of an option on such security (i.e. options on U.S. Government securities would be exempt from pre-clearance and reporting).

o The exercise of a purchased option must also be pre-cleared and reported, unless the option is expiring.

o Any offsetting transaction or transaction in the underlying security must be separately pre-cleared and reported.

Writing Options:

o If the purchase or sale of the underlying security is subject to pre-clearance and/or reporting, the same applies to the practice of writing of an option on such security.

o The exercise of a written option (by the other party) need not be pre-cleared or reported.

o Any offsetting transaction or transaction in the underlying security must be separately pre-cleared and reported.

The following transactions with respect to options implicate the Short-Term Profiting provision set forth below.

Purchasing a Call

o Closing out the call position (exercising your rights under the option) within 60 days from the date the option was purchased.

o Selling the underlying security within 60 days from the date the option was purchased.

o Selling a put on the underlying security within 60 days from the date the option was purchased.(7)

o Writing a call on the underlying security within 60 days from the date the option was purchased.(2)

Purchasing a Put

o Closing out the put position (exercising your rights under the option) within 60 days from the date the option was purchased.

o Buying the underlying security within 60 days from the date the option was purchased.

o Selling a call on the underlying security within 60 days from the date the option was purchased.(2)

o Writing a put on the underlying security within 60 days from the date the option was purchased.(2)

Writing a Call


(7) Portion of the profits that were locked in as a result of the transaction will be forfeited.

26

o Purchasing a call on the underlying security within 60 days from the date the option was sold.(2)

o Buying the underlying security within 60 days from the date the option was sold.

o Selling a put on the underlying security with 60 days from the date the option was sold.(2)

Writing a Put

o Purchasing a put on the underlying security within 60 days from the date the option was sold.(2)

o Selling the underlying security within 60 days from the date the option was sold.

o Selling a call on the underlying security with 60 days from the date the option was sold.(2)

o Short-Term Profiting - All Covered Persons are prohibited from profiting from the purchase and sale or sale and purchase of the same or equivalent securities within 60 calendar days. If a Covered Person engages in this practice, any profits earned shall be surrendered to a charity designated by the Conflicts of Interest Committee. The following securities are not subject to this prohibition:

o Mutual Funds (excluding GMO Funds which are discussed below);

o U.S. Government Securities;

o Money Market Instruments;

o Currencies and Forward Contracts thereon;

o Commodities and options and futures on bonds and commodities;

o Securities acquire through the exercise of Rights Offerings;

o Municipal Bonds; and

o Certain Open-Ended Exchange Traded Funds,.

o Short Selling of Securities - All Covered Persons are prohibited from the practice of short selling securities that are held in Active Portfolios. This prohibition does not extend to the activity of shorting futures that are traded on commercially available broad-based indexes. Covered Persons are also prohibited from short selling securities that are owned by accounts within their own area, even if their area is quantitatively (and not "actively") managed. The Compliance Department will review holdings upon a short sale pre-clearance request to determine whether an Active Portfolio holds the security and whether an account managed by the Covered Person's area holds the security.

o Insider Trading, Market Manipulation, etc. - Transactions involving the use of material non-public information; that are intended to manipulate the price of or to create the appearance of trading in a security; or that are otherwise designated by the Compliance Department as inappropriate are prohibited and do

27

not qualify for review by the Conflicts of Interest Committee.

o Short-Term Trading Strategies in GMO Funds. - All Covered Persons are prohibited from engaging in market timing or other short term trading strategies in any GMO Fund (including GMO mutual funds and mutual funds sub-advised by GMO). While other criteria may be considered by the Compliance Department, all Covered Persons are specifically prohibited from redeeming a portion or all of a purchase in a GMO Fund, excluding GMO Short Duration Investment Fund, GMO Domestic Bond Fund, GMO Short-Duration Collateral Fund, GMO Short-Duration Collateral Share Fund and GMO World Opportunity Overlay Fund, made within the past 60 calendar days. Additionally, three "round-trip" transactions (purchase and subsequent redemption) in the same GMO Fund, excluding GMO Short Duration Investment Fund, GMO Domestic Bond Fund, GMO Short-Duration Collateral Fund, GMO Short-Duration Collateral Share Fund and GMO World Opportunity Overlay Fund, over a 12 month period is prohibited.

9. Brokerage Statements

All Covered Persons are required to disclose to the Compliance Department all their reportable brokerage accounts and relationships and to require such brokers to forward copies of confirmations of account transactions. If the brokers utilize electronic confirmation feeds, than you are required to coordinate with the Compliance Department to ensure that this feed is activated.

10. Violations

Violation of these policies can result in sanctions ranging from reprimand, disgorgement of profits, suspension of trading privileges and termination of employment or relationship with GMO.

11. Annual Affirmation and Attestation

On an annual basis, all Covered Persons and Non-Access Directors will be required to certify (which may be done by electronic means) that they have read, understand and complied with the above policies and procedures and the Code.

Revised:      February 17, 2000
              June 1, 2000
              January 1, 2001
              August 1, 2001
              March 1, 2002
              March 11, 2003
              July 8, 2003
              September 25, 2003
              October 27, 2003
              January 1, 2004
              April 15, 2004
              June 25, 2004
              April 1, 2005
              October 26, 2005
              August 18, 2006

28

Appendix A: Quick Reference Guide to Pre-Clearance and Quarterly Reporting

Who and What is Subject to Pre-Clearance and Reporting?

Purchasing, selling or writing securities (domestic and foreign), financial commodities or other investment instruments of any kind that are traded in any public or private market must be pre-cleared and reported, unless specifically exempted below.

Charity/Gifts the practice of donating securities to charity is also subject to pre-clearance and quarterly reporting.

All members, officers, employees and on-site consultants of any GMO Entity, and certain other related persons are subject to these rules (collectively referred to herein as "Covered Persons").

Any reportable account owned by a Covered Person, Covered Person's spouse or minor children, and any other account for which a Covered Person controls, or substantially influences the investment decisions ("Covered Accounts").

Discretionary Accounts (when a Covered Person has hired another adviser to manage any Covered Account on a discretionary basis) are also subject to pre-clearance and reporting unless other arrangements have been approved in advance by the legal department.

What is Exempt from Pre-Clearance and Quarterly Reporting?

Open-end mutual funds (other than Reportable Funds) Money market-like instrument
U.S. Government Securities or futures thereon Trading in spot currencies
Currency Forward Contracts
Futures on interest rates
Mergers
Tender Offers
Exercise of Rights Offerings
Dividend Investment Programs
Transactions designated by the Conflict of Interest Committee

What is Exempt from Pre-Clearance but Subject to Quarterly Reporting?

Futures and Related Options on commercially available broad based indexes

Commodities and options and futures on commodities (Note: financial commodity contracts are subject to pre-clearance and reporting)

Any discretionary accounts (i) that have been approved by the legal department in advance, and (ii) for which the Covered Person has arranged for quarterly certification from outsider manager stating that the individual (Covered Person/spouse and/or minor children/account which Covered Person controls) has not influenced the discretionary manager's decisions during the period in question.

Exemption for De Minimis Purchases and Sales of Large Market Cap Stocks for non-Investment Personnel (does not include IPOs): Purchases or sales by Covered Persons who are not portfolio managers or trading staff of less

29

than $25,000 of common stock of issuers whose market capitalization is greater than $5 billion provided that the Covered Person is not aware of pending transactions by a GMO Fund or Account with respect to such stock. If a Covered Person has any question as to whether a transaction qualifies for this exemption, the question should be directed to the legal department. For trades that qualify for this exemption from pre-clearance, you will be asked to report the market capitalization of the security and the source of such information on your quarterly transaction report. You may utilize this exemption once per security within multiple accounts during a pre-clearance period so long as the total across all accounts is less than $25,000. That is, if you have determined that your transaction qualifies for this exemption, you may engage in that transaction once during the five-day pre-clearance window.

Municipal Bonds

Dow Jones Industrial Average Index

Certain Open-Ended Exchange Traded Funds

Reportable Funds

Futures on Bonds and Commodities

GMO Sub-Advised Funds

Basic Rule

Other than as exempted above, all trades must be cleared through the Compliance Department.

How to Request Pre-Clearance

1) Login to http://gmo.starcompliance.com (contact the Compliance Department if you need assistance with your login credentials). Click on File a PTAF. Select the Exchange that the security is traded on, the Brokerage Account that you wish to trade from and the Trade Request Type. Click Next. Select the security that you would like to trade. Fill out the form with all pertinent information and click Submit.

2) The Compliance Department will seek approval from each trading area that may have interest in the security(ies). All requests are dealt with on an anonymous basis.

3) You will be notified via email as soon as possible whether approval was obtained or denied.

4) If your proposed trade was denied, under no circumstance should you effect the trade.

5) If your proposed trade has been approved, you have five business days to effect such trade. If you do not trade within 5 business days of the issuance of pre-clearance, you must request pre-clearance again.

6) In some cases, a request may be denied for a reason that is confidential. An explanation is not required to be given for refusing any request.

30

What is the process for review of denied trades?

1) Conflict of Interest Committee. A Conflicts of Interest Committee, composed of Scott Eston, J.B. Kittredge, and Bevis Longstreth, has been established to examine situations where a Covered Person would like to seek exception to pre-clearance denial. The Conflict of Interest Committee has the power to override pre-clearance denials if, in its absolute discretion, it believes the proposed activity is in no way fraudulent or manipulative. Any Covered Person who would like to bring a request before this Committee should submit a request to the StarCompliance mailbox.

THERE IS NO GUARANTEE THAT PRE-CLEARANCE WILL BE OBTAINED. THIS MAY MEAN THAT YOU WILL NOT BE ABLE TO SELL A SECURITY YOU OWN OR PURCHASE FOR AN INDEFINITE PERIOD OF TIME.

31

Appendix B: Quarterly Transaction Report

As it appears via http://gmo.starcompliance.com:


File Quarterly Transactions Report

Quarterly Transactions Report for 1st Quarter of 2004 Access Person: Test User Start: 1/1/2004 End: 3/31/2004


Bear Stearns - 1234567 - self

No Reportable Transactions

Add Trade

By submitting this form, I hereby certify that these are the only transactions in Covered Securities made during the calendar quarter indicated above in which I had any direct or indirect beneficial ownership, and that accounts listed above are the ONLY accounts in which Covered Securities were held during the quarter for my direct or indirect benefit. Nothing in this report will be misconstrued as an admission that I have a direct or indirect beneficial ownership in any of the Covered Securities listed above.

Please type in your name as evidence of your signature.



Submit Completed Form

Logged In As: Test User

Use of this website, and the terms and conditions of the sale of any goods or services, is governed by the Terms of Service. By using this website, you acknowledge that you have read the Terms of Service and agree to be bound by them. Copyright (c)2000 - 2004 Epstein & Associates, Inc. All rights reserved

32

Appendix C: Contact Persons

-------------------------------------------- -----------------------------------
Compliance Issues                            Conflicts of Interest Committee
-------------------------------------------- -----------------------------------

Elysa Aswad, Trading Oversight Coordinator Scott Eston

Brian Bellerby, Compliance Specialist        J.B. Kittredge

Kelly Butler-Stark, Compliance Analyst       Bevis Longstreth

Kelly Donovan, Compliance Manager

Mark Mitchelson, Compliance Specialist

Julie Perniola, Chief Compliance Officer

-------------------------------------------- -----------------------------------

Note: All requests for the Conflicts of Interest Committee should be submitted to the StarCompliance mailbox (compliance@gmo.com).

33

Appendix D: Annual Holdings Report

As it appears via http://gmo.starcompliance.com:


File Annual Holdings Report

Annual Holdings Report Year: 2004
Name: User, Test Group: Legal EMail: compliance@gmo.com Phone: 617-330-7500

There are no holdings in the system for 2004.

Add New Holdings


By submitting this form, I hereby certify that these are the only Covered Securities in which I had any direct or indirect beneficial ownership as of September 30, 2004. Nothing in this report will be construed as an admission that I have a direct or indirect beneficial ownership interest in any of the Covered Securities or accounts listed above.

Please type in your name as evidence of your signature.



Submit Completed Form

Logged In As: Test User1

Use of this website, and the terms and conditions of the sale of any goods or services, is governed by the Terms of Service. By using this website, you acknowledge that you have read the Terms of Service and agree to be bound by them. Copyright (c)2000 - 2004 Epstein & Associates, Inc. All rights reserved

34

                     Appendix E: Beneficial Ownership Report

As it appears via http://gmo.starcompliance.com:

--------------------------------------------------------------------------------
File Beneficial Ownership Reporting Form
--------------------------------------------------------------------------------
                          Beneficial Ownsership Report
                            Access Person: Test User
                            Group: Legal
--------------------------------------------------------------------------------
Please answer the following questions:

1. Are you currently a member of GMO LLC?                         [ ]Yes   [ ]No
2. Are you currently an officer or trustee of GMO Trust?          [ ]Yes   [ ]No

3. Are you currently an officer or director of a non-GMO company? [ ]Yes [ ]No
4. If you are a non-member, do you currently own a percentage in a company that is greater than 5%? [ ]Yes [ ]No
5. If you are a member, do you currently own a percentage in a company that is greater than 0.5%? [ ]Yes [ ]No

Note:You must answer either question 4 or 5, but not both (dependent upon your GMO membership status).
* A member is defined as a partner of the firm.

If you answered yes to any one of the questions 3, 4 and 5, please add the company information by clicking on the link below.

Add Company Info


By submitting this form, I hereby certify that these are the only Covered Companies in which I had any direct or indirect beneficial ownership as of Tuesday, February 10, 2004. Once submitted to the Compliance Department, the report is final.

          ------------------------------
Signature:                                              Date: 2/10/2004
          ------------------------------

                         ------------------------------
                              Submit Completed Form
                         ------------------------------

                                                         Logged In As: Test User
--------------------------------------------------------------------------------

Use of this website, and the terms and conditions of the sale of any goods or services, is governed by the Terms of Service. By using this website, you acknowledge that you have read the Terms of Service and agree to be bound by them. Copyright (c)2000 - 2004 Epstein & Associates, Inc. All rights reserved

35

                             Appendix F: File a PTAF

As it appears via http://gmo.starcompliance.com:

--------------------------------------------------------------------------------
File a PTAF
--------------------------------------------------------------------------------
Brokerage Account:      Bear Stearns - 1234567

Security Type:          Common Stock
Security Name:          GENERAL ELECTRIC CO
Ticker Symbol:          GE
Identifier:             US369604103
Action:                 [ ]Buy     [ ]Sell   [ ]Buy To Cover   [ ]Sell Short
Is this a limited
offering or
private placement?      [ ]Yes   [ ]No
Is this an Initial
Public Offering:        [ ]Yes   [ ]No

(Please do not enter any symbols(i.e."$",",") into the following number fields.)

Number of Shares:       150
Price Per Share:        33.17
Total Amount:           4975.5

Is the Market Cap over
5 Billion?              [ ]
If Yes, Value:          333.055  billion

Access Person Office
Location:               Boston, MA

On behalf of someone
other than yourself:    [ ]Yes   [ ]No

If so, who:             -------------------------

                        -------------------------

I also certify that I am unaware of any recent purchases and sales of this security in any client account.

Signature:
Test User

SUBMIT

Logged In As: Test User

Use of this website, and the terms and conditions of the sale of any goods or services, is governed by the Terms of Service. By using this website, you acknowledge that you have read the Terms of Service and agree to be bound by them. Copyright (c)2000 - 2004 Epstein & Associates, Inc. All rights reserved

36

Appendix G: Annual Certificate of Compliance

As it appears via http://gmo.starcompliance.com:


File Annual Certificate of Compliance

Code of Ethics Annual Certificate of Compliance Year: 2004 Access Person: GMO Test User

I hereby certify that:

I have reviewed the Code of Ethics and Master Personal Trading Policies and Procedures (the "Code");

I have reviewed the Policy for Reporting Suspected Violations, Complaints, and Concerns ("Whistleblower");

I have reviewed the Policy and Procedures for the Prevention of Insider Trading;

I have complied with the above Policies during the course of my association with
GMO;

I will continue to comply with the above policies in the future;

I will promptly report to GMO Compliance any violation or possible violation of the above policies of which I become aware; and

I have disclosed or reported all personal securities transactions, holdings, and brokerage accounts to be disclosed or reported pursuant to the Code.

          ------------------------------
Signature:                                              Date: 8/18/2006
          ------------------------------

                         ------------------------------
                              Submit Completed Form
                         ------------------------------

                                                     Logged In As: GMO Test User
--------------------------------------------------------------------------------

Use of this website, and the terms and conditions of the sale of any goods or services, is governed by the Terms of Service. By using this website, you acknowledge that you have read the Terms of Service and agree to be bound by them. Copyright (c)2000 - 2004 Epstein & Associates, Inc. All rights reserved

37

Appendix H: Form Letter to Broker, Dealer or Bank ("407" Letter)

Date

VIA REGULAR MAIL

[Broker Name and Address]

         RE:  Account #

Dear                                :

     Grantham,  Mayo,  Van  Otterloo  &  Co.  LLC  ("GMO"),  my  employer,  is a

registered investment adviser. In connection with GMO's Code of Ethics, and in order to comply with SEC insider trading regulations, employees are required to have duplicate confirmations of individual transactions sent to our compliance department. I would like to request duplicate confirmations for all transactions on the above-referenced account. They may be forwarded to the following address:

Compliance: Personal Trades
GMO LLC

40 Rowes Wharf
Boston, MA 02110

Your cooperation is most appreciated. If you have any questions regarding this request, please contact me at (617) 330-7500.

Sincerely,

[Name of Employee]

Cc: Compliance Department

38

Appendix I: List of GMO Sub-Advised Funds

This Appendix I will be continually updated on the GMO Legal Departments intranet website. Please consult the website for the most current list of sub-advised funds:

Evergreen Asset Allocation Fund Evergreen Large Cap Value Fund John Hancock Funds II International Stock Fund John Hancock Funds II US Multi Sector John Hancock Funds III Growth Fund John Hancock Funds III Growth Opportunities Fund John Hancock Funds III International Core Fund John Hancock Funds III International Growth Fund John Hancock Funds III Intrinsic Value Fund John Hancock Funds III U.S. Core Fund John Hancock Funds III Value Opportunities Fund John Hancock Trust US Core Trust John Hancock Trust International Core Trust John Hancock Trust Managed Trust John Hancock Trust U.S. Multi Sector Trust LargeCap Growth (a series of Principal Variable Contracts Fund) MassMutual Growth Equity Fund MGI Non-US Core Equity Fund MML Growth Equity Fund Partners LargeCap Growth Fund (a series of Principal Investors Fund) USAA Income Stock Fund Vanguard Explorer Fund Vanguard U.S. Value Fund Vanguard Variable Insurance Fund - Small Company Growth Portfolio

39

GMO U.K. Ltd. Code of Ethics Supplement

In order to comply with the FSA's personal account dealing rules and to allow for certain UK specific investment practices, this UK Supplement has been issued to all GMO UK staff as a supplement to the GMO Code of Ethics policy. In the event of a conflict between the Code of Ethics policy and the UK Supplement, the UK Supplement shall govern.

1. Application of the Code to Covered Accounts

The Code of Ethics and the UK Supplement apply to all GMO UK employees, on-site consultants and "Covered Accounts". A "Covered Account" includes the employee's spouse and minor children and any person to whom the employee, in his or her personal capacity, gives share recommendations including, a relative, co-habitee, business partner or friend. GMO presumes that an employee exercises control or influence over a spouse's or minor child's personal account transactions and therefore any such transactions must comply with the Code of Ethics. All transactions by a Covered Account must be reported by the employee concerned.

2. Special Rules for Certain Investments and Investment Practices

- UK Gilts: Transactions in UK Gilts are not subject to pre-clearance but must be reported quarterly.

- PEP's and ISA's: Any proposed transaction for a PEP or ISA account must be pre-cleared unless an available exemption exists.

- De Minimis Purchases and Sales of FTSE 100 stocks: Employees may purchase or sell up to a maximum of (pound)15,000 of any FTSE 100 stock once, within a five business day period without obtaining pre-clearance. All such transactions are subject to quarterly reporting. The large cap exemption does not apply to employees designated as Investment Personnel (i.e. Portfolio Managers and Traders). As a result pre-clearance must be obtained before placing a transaction.

- Investment Trusts: Purchases and sales of investment trusts which hold predominantly UK equities are not subject to pre-clearance but are subject to quarterly reporting. Pre-clearance will be required for transactions in investment trusts holding non-UK stocks as such trusts may be purchased for client accounts from time to time.

- Trades for accounts managed by an outside discretionary manager must be pre-cleared unless the Compliance Department has waived the pre-clearance obligation and the employee has arranged for quarterly certification from the outside manager stating that the individual or covered account has not influenced the discretionary manager's decisions during the period in question. A form letter requesting such quarterly certification may be obtained from the Compliance Department.

3. General Exemptions

The restrictions do not extend to:

(a) any transaction by you in an authorised unit trust, a regulated collective investment scheme or a life assurance policy (including a pension); or
(b) any discretionary transaction entered into without consultation with you, where the discretionary account is not held with the firm.

40

4. Personal Account Procedures

All trades subject to pre-clearance must be pre-cleared through the Compliance Department. To request pre-clearance, you must complete a Pre-Trade Authorisation Form ("PTAF") using the StarCompliance system. For all UK stocks above the de minimis amount, the Compliance Department will seek approval from the appropriate GMO UK fund manager. If the proposed personal account transaction is in a non-UK security and not subject to a de minimis U.S. large cap stock GMO exemption, this will be referred to the relevant Portfolio Manager and GMO's Compliance Department. Please note that there is a 3 business day blackout period after a trade has been executed, before a personal account trade may be executed. If your proposed trade is approved, you will have 5 business days in which to issue your instruction to trade. If you do not trade within 5 business days, you must seek pre-clearance again. If your proposed trade is denied, you may not trade.

You must arrange for copies or duplicate confirmations or contract notes to be sent for the attention of the Compliance Department in respect of all personal account transactions which are subject to quarterly reporting. These include de minimis trades, UK Gilt transactions, discretionary trades and PEP/ISA account trades. Trades which are not subject to quarterly reporting are identified in the GMO Code of Ethics and include for example, trades in unit trusts, money market instruments and currencies. A form letter requesting copies of confirmations to be sent to GMO UK may be obtained from the Compliance Department.

5. Reporting of Transactions

GMO UK and GMO must keep a record of all personal account transactions executed by GMO UK staff. Accordingly, you will be required to complete a quarterly report of personal trades form at the end of each quarter and an annual holdings disclosure at the end of September. These reports are submitted through StarCompliance.

The quarterly forms must be completed within 10 calendar days of the last day of each quarter. The annual return must be completed by the end of October each year.

6. Personal Benefits (Inducements)

You must not accept from any person any benefit or inducement which is likely to conflict with your duties to GMO UK or any of GMO UK's clients. For the detailed rules, see section 9.2 of the Compliance and Procedures Manual. If you have any questions regarding personal benefits and inducements you should consult the Compliance Department.

7. Counselling and procuring

If the Code of Ethics provisions preclude you from entering into any transaction, you cannot:

(a) advise or cause any other person to enter into such a transaction; or
(b) communicate any information or opinion to any other person,

if you know, or have reason to believe, that the other person will as a result enter into such a transaction or cause or advise someone else to do so.

This does not apply to actions that you take in the course of your employment with us. For example, the fact that you are yourself prohibited from dealing in a certain stock as a result of one of the provisions above does not necessarily mean that you are precluded from dealing for the client's account, subject to the insider dealing legislation summarised in 8 below.

41

8. Summary of insider dealing legislation

The UK insider dealing provisions contained in part V of the Criminal Justice Act 1993 (the "Act") are complex, and if you would like fuller details or are in any doubt whether a particular transaction would be prohibited, you should consult the Compliance Department.

The Act applies to all securities traded on a regulated market (which currently includes all EC stock exchanges, LIFFE, OMLX and NASDAQ) and to warrants and derivatives (including index options and futures) relating to these securities even if these warrants and derivatives are only "over the counter" or otherwise not publicly traded.

In broad terms, and subject to the exemptions provided by the Act, the Act makes it a criminal offence, with a maximum penalty of seven years imprisonment and an unlimited fine, for an individual who has non-public information to deal in price-affected securities (including warrants or derivatives relating to them) on a regulated market; or deal with or through a professional intermediary; or by acting himself as a professional intermediary. Securities are "price-affected" if the inside information, if made public, would be likely to have a significant effect on the price of the securities. This applies to all companies' securities affected by the information, whether directly or indirectly (for example, competitors of a company about to bring out a new product).

The Act applies whether you deal as part of your employment or on your own account. It also applies to information which you obtain directly or indirectly from an insider whether or not in the course of your employment (for example, by social contacts).

(1) If you are precluded from dealing, normally you are also prohibited from dealing on behalf of the firm or a client (except perhaps on an unsolicited basis);

(2) Procuring or encouraging another person to deal in the price-affected securities (whether or not the other person knows they are price-affected); and

(3) Passing the inside information to another person other than in the proper performance of your employment.

It is possible for a transaction which involves insider dealing to constitute an offence otherwise than under the insider dealing provisions of the Criminal Justice Act. In particular, under section 118 of the Financial Services and Markets Act 2000 a person who "dishonestly conceals any material facts" is guilty of an offence if he does so for the purpose of inducing, or is reckless as to whether it may induce, another person (whether or not the person from whom the facts are concealed) to buy or sell an investment, or to refrain from buying or selling and investment. This offence could well be committed by a person who conceals price sensitive information from a counterparty to induce him to deal, if the concealment is dishonest.

42

GMO Australia Limited Code of Ethics Supplement

The following policies and procedures are in addition to, and where relevant supersede the policies and procedures detailed in the GMO Code of Ethics (the "Code") and Personal Trading Policies and Procedures manual.

Authorisation

Authorisation must be sought by all staff members prior to trading via the StarCompliance system.

Exemption from Authorisation Requirement

Authorisation for purchasing securities in an unrestricted public offer is not required.

GMOA Trading

Securities that are held in the GMOA trusts or individually managed portfolios:
o may not be traded by staff during the 3 working days before and after re-balancing* by GMOA.
o and are not being traded as part of the re-balancing* by GMOA may be traded during this 6 working day period subject to pre-authorisation.

Staff may trade securities at any other time subject to the pre-authorisation.

*Re-balancing includes normal monthly trading and any other trading as a result of cash flows.

43

GMO Renewable Resources Limited (New Zealand) Code of Ethics Supplement

The following policies and procedures are in addition to, and where relevant supersede the policies and procedures detailed in the GMO Code of Ethics (the "Code").

1. General Exemptions

The restrictions do not extend to:

(a) New Zealand Government Securities

2. De Minimis Purchases and Sales of NZSX 50 Index stocks by non-Investment Personnel

Purchases or sales by Access Persons who are not portfolio managers or trading staff of less than NZ$40,000 of common stock of issuers who are not timber or timber-related and are listed in the New Zealand Stock Exchange Top 50 Companies (NZSX 50 Index) as of the date of such purchases or sales, provided that the Access Person is not aware of pending transactions by a GMO Fund or Account with respect to such stock. This exemption from pre-clearance may be utilized once per security within multiple accounts during a pre-clearance period so long as the total across all accounts is less than NZ$40,000;

The NZSX 50 index contains the top fifty securities ranked by tradable equity quoted on the New Zealand Stock Exchange.

44

INDEPENDENCE INVESTMENTS LLC
CODE OF ETHICS

Independence Investments LLC ("Independence") is committed to the highest ethical and professional standards. This Code of Ethics applies to all directors, "officers"(1) and "employees"(2) of Independence, and governs the conduct of your personal investment transactions.

o Independence, together with its directors, officers and employees, has a fiduciary duty to its clients which requires all of us to place the interests of clients first whenever the possibility of a conflict of interest exists.

o Employees are expected to place the interests of clients ahead of their personal interests and to treat all client accounts in a fair and equitable manner.

o All personal securities transactions must be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or other abuse of your position of trust and responsibility.

o You should not take advantage of your position by attempting to trade in advance of client accounts ("front-running"), engage in manipulative market practices such as manipulative market timing, or take advantage of an investment opportunity that properly belongs to our clients or should be offered to our clients first.

o All personal securities transactions, holdings and accounts must be reported in accordance with the provisions of this Code of Ethics.

o You must comply with all applicable Federal securities laws(3).


(1) For purposes of this Code, the term "officer" or "officers" includes all senior officers of Independence elected by the Board of Directors of Independence, but excludes certain subordinate officers such as Assistant Treasurers and Assistant Secretaries who are not employees of Independence, whether or not they are employed by an affiliate of Independence, as long as they have no access to advance information about anticipated trading for client accounts and do not participate in investment decision-making for client accounts.

(2) For purposes of this Code, the term "employee" or "employees" includes all employees of Independence, including directors who are employees and officers who are employees. The terms "Non-Employee Director" and "Non-Employee Officer" refer to directors or officers who are not employees of Independence, whether or not they are employed by an affiliate of Independence, as long as they have no access to advance information about anticipated trading for client accounts and do not participate in investment decision-making for client accounts.

(3) For purposes of this Code, the term "Federal securities laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.


The standards set forth above govern all conduct, whether or not the conduct is also covered by more specific provisions of this Code of Ethics. Employees are encouraged to raise any questions concerning the Code of Ethics with Patricia Thompson, Chief Compliance Officer, Robert Denneen, or David Berg (each individually, a "Compliance Officer" and together with the Chief Compliance Officer, the "Compliance Office"). You should be alert at all times to honoring the spirit and intent as well as the letter of the Code. Failure to comply with the Code of Ethics may result in serious consequences, including but not limited to disciplinary action including termination of employment.

CODE PROVISIONS

1. Employees: Ban on Transactions in Securities of Companies on the Independence Working Lists

No employee of Independence or "family member"(4) of such an employee may trade in: (i) securities of companies on the Independence working lists ("the Independence Working Lists"), or any securities or derivatives that derive their value principally from the value of securities of companies on the Independence Working Lists. Copies of the Independence Working Lists are available on the Independence "Intranet" under "Personal Compliance" or from the Compliance Office. Exemptions may be requested by contacting the Compliance Office in writing. Exemptions may be granted for securities held at the time of employment, held at the time of an employee becoming subject to one of the above restrictions, held prior to a security being placed on one of the above lists, or for other compelling reasons. The securities referenced in footnote 5 below are excluded from the bans contained in this section.

The Compliance Office has adopted an exemption from this ban for large cap publicly traded equity securities.

2. Employees: Pre-Clearance

Independence requires that all permitted personal trades for employees and their "family members", as defined in this Code, be pre-cleared. This requirement for pre-clearance approval applies to all transactions in equity securities(5) and


(4) For purposes of this Code, the term "family member" means an employee's "significant other", spouse or other relative, whether related by blood, marriage or otherwise, who either (i) shares the same home, or (ii) is financially dependent upon the employee, or (iii) whose investments are controlled by the employee. The term also includes any unrelated individual for whom an employee controls investments and materially contributes to the individual's financial support.

(5) Excludes (i) shares issued by money-market funds; (ii) other shares issued by registered open-end investment companies (mutual funds) other than shares of mutual funds for which Independence acts as the investment adviser or sub-adviser or principal underwriter, which must be pre-cleared and reported; and (iii) shares issued by unit investment trusts that are invested exclusively in unaffiliated mutual funds.

2

derivatives, including ETF's, futures and options, which are not otherwise banned pursuant to this Code and includes all private placements (including 144A's) whether described in footnote 5 (previous page) or not, in order to avoid any perception of favored treatment from other industry personnel or companies. A request for pre-clearance should be submitted using Independence's electronic pre-clearance system or if the electronic pre-clearance system cannot be used, a written equivalent, submitted to the Compliance Office, containing the following information:

a) The employee's name and name of individual trading, if different,
b) Name of security or derivative and ticker symbol of security, if publicly traded,
c) CUSIP number, if publicly traded,
d) Whether sale or purchase,
e) If sale, date of purchase,
f) If a private placement (including 144A's), the seller and/or the broker and whether or not the seller and/or the broker is one with whom the employee does business on a regular basis,
g) The date of the request,
h) The type of security,
i) Evidence that the employee has checked with the trading desk and that no trades of the security have been placed for client accounts and remain open

or such other information as the Compliance Office may determine from time to time. Please note that approval is effective only for the date granted.

Note: Private Placements may not be pre-cleared through the electronic pre-clearance system and must be submitted to the Compliance Office prior to execution. Clearance of private placements or other transactions may be denied if the transaction would raise issues regarding the appearance of impropriety. A sample form for pre-clearance is attached.

In addition, portfolio managers, analysts and others with access to information about anticipated trading in client portfolios are reminded of the importance of not "front-running" a client trade or trading in close proximity (before or after) to a known or expected trade in a client account. Sanctions may be imposed for personal trading in conflict with client interests or for the mere "appearance of impropriety" in personal trading.

3. Employees: No Short Swing Trading in Mutual Funds Managed by Independence

In addition to the requirement that trades in mutual funds managed by Independence be pre-cleared and reported, no employee may buy and sell, or sell and buy, shares of any such fund within a period of less than 30 calendar days. The Compliance Office may grant special exemptions to this requirement and to the pre-clearance requirements from time to time for automatic investment

3

programs or in other instances that appear to involve no opportunity for abuse.

Portfolio managers are also reminded that any personal trading in mutual funds managed by Independence that appears to conflict with the interests of other investors in the funds or that creates the appearance of impropriety should be avoided.

4. Employees: No Purchases of Initial Public Offerings (IPO's)

In addition to the bans contained in Section 1, no employee or "family member" may purchase any newly issued publicly-offered securities until the next business (trading) day after the offering date and after receipt of pre-clearance approval. No purchase should be at other than the market price prevailing on, or subsequent to, such business day. The Compliance Office may grant exemptions from this ban for compelling reasons if the proposed purchase appears to present no opportunity for abuse.

5. Non-Employee Directors and Non-Employee Officers: Pre Clearance of IPO's and Private Placements

Non-Employee Directors and Non-Employee Officers must obtain the approval of the Compliance Office before investing in an IPO or a private placement, either directly or indirectly. Non-Employee Directors and Non-Employee Officers are not otherwise subject to the bans contained in Sections 1 and 4, the pre-clearance requirements of Section 2, or the short-swing trading restriction of Section 3.

6. Directors, Officers and Employees: Initial and Annual Disclosures of Personal Holdings

For purposes of Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940, Independence treats all directors, officers and employees of Independence as though they were "access persons." Therefore, all directors, officers and employees of Independence, within 10 days after becoming an "access person" and annually thereafter, must disclose all securities in which they have any direct or indirect beneficial ownership other than securities referenced in footnote 5 above, and the name of any broker, dealer or bank with whom the individual maintained an account in which any securities were held for the direct or indirect benefit of the individual. Any accounts over which the "access person" has no direct or indirect influence or control are exempted from this disclosure requirement. Both "initial" and "annual" reports furnished under this section must contain the information required by Rule 17j-1(d)(1) and Rule 204A-1.

7. Directors, Officers and Employees: Quarterly Reports

Independence requires all directors, officers and employees to file Individual Securities Transactions Reports ("Quarterlies") by the 30th day following the close of a quarter. These are required of directors, officers and certain

4

employees by Rule 204-A-1 and by Rule 17j-1(d)(1) and must contain all of the information required by those rules. All securities transactions in which the individual has any direct or indirect beneficial ownership must be disclosed except for (i) transactions effected in any account over which the individual has no direct or indirect influence or control; (ii) transactions effected pursuant to an "automatic investment plan"(6) which has been approved by the Compliance Office; and (iii) transactions in the securities referenced in footnote 5 above. In addition, all accounts in which any securities were held for the direct or indirect benefit of the individual must be disclosed. Transactions in securities include, among other things, the writing of an option to purchase or sell a security.

8. Inside Information Policy and Procedures

Please refer to a separate Independence policy, the Independence Inside Information Policy and Procedures. In addition to the reporting requirements under this Code of Ethics, employees are subject to certain reporting obligations under the Independence Inside Information Policy and Procedures. These include reporting accounts over which the employee has investment discretion and a requirement that notice of each transaction in such an account be sent to the Compliance Office within 10 days of a transaction.

The CFA(R) Institute Standards of Practice Handbook (9th ed. 2005), noted below, contains a useful discussion on the prohibition against the use of material, non-public information.

9. Code of Business Conduct and Ethics

All employees are also subject to the Independence Code of Business Conduct and Ethics. The provisions of the Code of Business Conduct and Ethics, therefore, are not incorporated within this Code of Ethics.

10. Dealing with Brokers, Vendors and Public Officials

Independence employees should consult the Code of Business Conduct and Ethics regarding business dealings with brokers and vendors and any dealings with and/or potential expenditures involving public officials.


(6) For purposes of this Code, "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. However, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be included in a quarterly transaction report. The Compliance Office must be advised of all automatic investment plans in order to facilitate its review of transactions and holdings reports.

5

11. Annual Distribution; Annual Report to the Board

This Code of Ethics will be distributed to all directors, officers and employees promptly after the commencement of their affiliation with the Company, and in addition whenever substantive amendments are made, and all directors, officers and employees will be required to acknowledge in writing their receipt of the Code and any such amendments.

Independence will be required to report annually to its Board of Directors that all employees have received a copy of this Code of Ethics and have certified their compliance.

At least twice a year, Independence will summarize for the Board existing procedures and any changes made since the last such report or recommended to be made, and will identify to the Board, and may identify to the Board of Directors of any affiliate or any registered investment company advised by Independence, any violations requiring significant remedial action during the past year. The Chief Compliance Officer shall also report to the Board of Directors any other material compliance matters that in her judgment the Board should be made aware of at the time of such semiannual report.

12. CFA(R) Institute Standards of Practice Handbook (9th ed. 2005)

At Independence, some employees have earned and others are candidates for the Chartered Financial Analyst designation ("CFA(R)") and are subject to the CFA(R) Institute Code of Ethics and Standards of Professional Conduct contained in the CFA(R) Institute Standards of Practice Handbook (9th ed. 2005). Employees are reminded that the Handbook is an excellent resource for information on professional conduct. Copies are available from the Compliance Office.

13. Code of Ethics Enforcement

Employees are required annually to certify their compliance with this Code of Ethics. The Compliance Office may grant exemptions/exceptions to the requirements of the Code on a case-by-case basis if the proposed conduct appears to involve no opportunity for abuse. All exceptions/exemptions shall be in writing and copies shall be maintained with a copy of the Code. A record shall be maintained of any decision to grant pre-clearance to a private placement transaction, or to grant an exemption to the ban on purchases of IPO's, together with the reasons supporting the decision. Similarly, a record shall be kept of any approval of a purchase of an IPO or a private placement by a Non-Employee Director or a Non-Employee Officer, together with the reasons supporting the decision.

If any director, officer or employee becomes aware of a violation of the Code, whether by themselves or by another person, the violation must be reported to

6

the Chief Compliance Officer and to the Chief Executive Officer promptly. You may report violations or suspected violations without fear of retaliation. Independence does not permit retaliation of any kind against directors, officers or employees for good faith reports of potentially illegal or unethical behavior.

A record shall be maintained of all violations or suspected violations reported to the Chief Compliance Officer, and any other violations of which the Compliance Office becomes aware, and of the results of the investigation and/or resolution of such violations. Such record may but need not include the name of the person reporting the violation.

The Compliance Office will review all reports submitted under this Code and will conduct post-trade monitoring and other audit procedures reasonably designed to assure compliance with the Code of Ethics. Employees are advised that the Code's procedures will be monitored and enforced, with potential sanctions for violations including a written warning, disgorgement of profits, fines, suspension, termination and, where required, reports to the CFA(R) Institute or the appropriate regulatory authority. Copies of all reports filed, records of violations and copies of letters or other records of sanctions imposed will be maintained in a compliance file.

The Chief Compliance Officer shall have primary responsibility for enforcing the Code of Ethics. However, the Chief Compliance Officer shall be required to obtain the approval of the Chief Executive Officer before issuing a sanction greater than a written warning letter and/or a financial sanction (such as a fine or disgorgement of profits) in excess of $5,000 in any individual instance. Significant violations of the Code may be referred by the Compliance Office to the Independence Board of Directors for review and/or appropriate action.

Adopted by the Independence Board of Directors as of May 31, 2006

7

JENNISON ASSOCIATES LLC

CODE OF ETHICS,

POLICY ON INSIDER TRADING

AND

PERSONAL TRADING POLICY

As Amended October 5, 2005


                               Table of Contents

Section I: Code of Ethics

1.       Standards of Professional Business Conduct............................1
2.       Confidential Information..............................................3
         A. Personal Use.......................................................3
         B. Release of Client Information......................................3

3.       Conflicts of Interest.................................................4
         A-G. How to aviod potential conflicts of interest.....................4

4.       Other business Activities.............................................5
         A. Issues regarding the retention of suppliers........................5
         B. Gifts..............................................................5
         C. Improper payments..................................................6
         D. Books, Records and Accounts........................................6
         E. Laws and regulations...............................................6
         F. Outside activities & political affiliations........................7

5.       Compliance With The Code & Consequences If Violation Occurs...........7
6.       Disclosure Requirements...............................................8

Section II: Insider Trading

1.       Policy Statement Against Insider Trading..............................9
2.       Explanation of relevant terms and concepts...........................10
         A. Who is an insider.................................................10
         B. What is material information......................................10
         C. What is non-public Information....................................11
         D. Misappropriation Theory...........................................11
         E. Who is a controlling person.......................................11
         F. How is non-public information monitored...........................11
3.       Penalties for insider trading violations.............................12
         A-G Types of penalties...............................................12

Section III: Implementation Procedures & Policy

1.       Identifying inside Information.......................................13
         A. Is the information material.......................................13
         B. Is the information non-public.....................................13
2.       Restricting Access to material non-public information................14
3.       Allocation of brokerage..............................................14
4.       Resolving issues concerning insider trading..........................14

Section IV: General Policy And Procedures

1.       General policy and procedures........................................16
2.       Personal transaction reporting requirements..........................17
         A. Jennison employees................................................18
            1. Initial holding reports........................................18
            2. Quarterly reports..............................................18
            3. Annual Holdings Reports........................................20
         B. Other persons defined by Jennison access persons..................20
3.        Pre-clearance procedures............................................21
4.       Personal trading policy..............................................22
         A.  Blackout Periods.................................................22
         B.  Short-term trading profits.......................................23
         C-K Prohibition on short term trading profits........................24
         L.  Designation Persons: Requirements for transactions in securities
             issued by Prudential.............................................26
         M.  Jennison employee participation in managed strategies............26
         N.  Exceptions to the personal trading policy........................27
5.       Monitoring/Administration............................................28
6.       Penalties for violations of Jennison's personal trading policy.......28
7.       Type of violation....................................................29
         A. Penalties for failure to sucure pre-approval......................29
            1. Failure to pre-clear...........................................29
            2. failure to pre-clear sales in long term capital gains..........29
            3. failure to pre-clear sales that result in short-term capital
               gains..........................................................30
            4. Additional cash penalties......................................30
         B. Failure to comply with reporting requirements.....................31
         C. Penalty for violation of short term trading profit rule...........31
         D. Other policy infringements  dealt with on a case by case basis....31
         E. Disgorged profits.................................................32
8.       Miscellaneous........................................................32
         A. Policies and procedures revisions.................................32
         B. Compliance........................................................32


Section I

CODE OF ETHICS

FOR

JENNISON ASSOCIATES LLC

This Code of Ethics ("Code"), as well as Section II, III and IV that follow, sets forth rules, regulations and standards of professional conduct for the employees of Jennison Associates LLC (hereinafter referred to as "Jennison or the Company"). Jennison expects that all employees will adhere to this code without exception.

The Code incorporates aspects of ethics policies of Prudential Financial Inc. ("Prudential"), as well as additional policies specific to Jennison Associates LLC. Although not part of this Code, all Jennison employees are also subject to Prudential's "Making the Right Choices" and "Statement of Policy Restricting Communication and the Use of Issuer-Related Information By Prudential Investment Associates' ("Chinese Wall Policy") policies and procedures. These policies can also be found by clicking on Jennison's Compliance intranet website (http://buzz/jennonline/DesktopDefault.aspx).

1. Standards of Professional Conduct Policy Statement

It is Jennison's policy that its employees must adhere to the highest ethical standards when discharging their investment advisory duties to our clients or in conducting general business activity on behalf of Jennison in every possible capacity, such as investment management, administrative, dealings with vendors, confidentiality of information, financial matters of every kind, etc. Jennison, operating in its capacity as a federally registered investment adviser, has a fiduciary responsibility to render professional, continuous, and unbiased investment advice to its clients. Furthermore, ERISA and the federal securities laws define an investment advisor as a fiduciary who owes their clients a duty of undivided loyalty, who shall not engage in any activity in conflict with the interests of the client. As a fiduciary, our personal and corporate ethics must be above reproach. Actions, which expose any of us or the organization to even the appearance of an impropriety, must not occur. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing when discharging their investment management responsibilities. It is a fundamental principle of this firm to ensure that the interests of our clients come before those of Jennison or any of its employees. Therefore, as an employee

1

of Jennison, we expect you to uphold these standards of professional conduct by not taking inappropriate advantage of your position, such as using information obtained as a Jennison employee to benefit yourself or anyone else in any way. It is particularly important to adhere to these standards when engaging in personal securities transactions and maintaining the confidentiality of information concerning the identity of security holdings and the financial circumstances of our clients. Any investment advice provided must be unbiased, independent and confidential. It is extremely important to not violate the trust that Jennison and its clients have placed in its employees.

The prescribed guidelines and principles, as set forth in the policies that follow, are designed to reasonably assure that these high ethical standards long maintained by Jennison continue to be applied and to protect Jennison's clients by deterring misconduct by its employees. The rules prohibit certain activities and personal financial interests as well as require disclosure of personal investments and related business activities of all supervised persons, includes directors, officers and employees, and others who provide advice to and are subject to the supervision and control of Jennison. The procedures that follow will assist in reasonably ensuring that our clients are protected from employee misconduct and that our employees do not violate federal securities laws. All employees of Jennison are expected to follow these procedures so as to ensure that these ethical standards, as set forth herein, are maintained and followed without exception. These guidelines and procedures are intended to maintain the excellent name of our firm, which is a direct reflection of the conduct of each of us in everything we do.

Jennison's continued success depends on each one of us meeting our obligation to perform in an ethical manner and to use good judgment at all times. All employees have an obligation and a responsibility to conduct business in a manner that maintains the trust and respect of fellow Jennison employees, our customers, shareholders, business colleagues, and the general public. You are required to bring any knowledge of possible or actual unethical conduct to the attention of management. Confidentiality will be protected insofar as possible, with the assurance that there will be no adverse consequences as a result of reporting any unethical or questionable behavior. If you have any knowledge of or suspect anyone is about to engage in unethical business activity that either violates any of the rules set forth herein, or simply appears improper, please provide such information to either the Chief Compliance Officer or senior management through the Jennison Financial Reporting Concern Mailbox located on the Risk Management webpage. E.mails sent in this manner anonymously. The default setting is set to display your e.mail address, so if you prefer the
e.mail to be anonymous, please be sure to check the appropriate box. If you choose not to report your concerns anonymously, you should be aware that Jennison has strict policies prohibiting retaliation against employees who report ethical concerns.

Jennison employees should use this Code, as well as the accompanying policies and procedures that follow, as an educational guide that will be complemented by Jennison's training protocol.

2

Each Jennison employee has the responsibility to be fully aware of and strictly adhere to the Code of Ethics and the accompanying policies that support the Code. It should be noted that because ethics is not a science, there may be gray areas that are not covered by laws or regulations. Jennison and its employees will nevertheless be held accountable to such standards. Individuals are expected to seek assistance for help in making the right decision.

If you have any questions as to your obligation as a Jennison employee under either the Code or any of the policies that follow, please contact the Compliance Department.

2. CONFIDENTIAL INFORMATION

Employees may become privy to confidential information (information not generally available to the public) concerning the affairs and business transactions of Jennison, companies researched by us for investment, our present and prospective clients, client portfolio transactions (executed, pending or contemplated) and holdings, suppliers, officers and other staff members. Confidential information also includes trade secrets and other proprietary information of the Company such as business or product plans, systems, methods, software, manuals and client lists. Safeguarding confidential information is essential to the conduct of our business. Caution and discretion are required in the use of such information and in sharing it only with those who have a legitimate need to know (including other employees of Jennison and clients).

A) PERSONAL USE:

Confidential information obtained or developed as a result of employment with the Company is not to be used or disclosed for the purpose of furthering any private interest or as a means of making any personal gain. Unauthorized or disclosure of such information (other than as described above) could result in civil or criminal penalties against the Company or the individual responsible for disclosing such information.

Further guidelines pertaining to confidential information are contained in the "Policy Statement on Insider Trading" (Set forth in Section II dedicated specifically to Insider Trading).

B) RELEASE OF CLIENT INFORMATION:

All requests for information concerning a client (other than routine inquiries), including requests pursuant to the legal process (such as subpoenas or court orders) must be promptly referred to the Chief Compliance Officer, or Legal Department. No information may be released, nor should the client involved be contacted, until so directed by either the Chief Compliance Officer, or Legal Department.

In order to preserve the rights of our clients and to limit the firm's liability concerning the release of client proprietary information, care must be taken to:

|_| Limit use and discussion of information obtained on the job to normal business activities.

3

|_| Request and use only information that is related to our business needs.

|_| Restrict access to records to those with proper authorization and legitimate business needs.

|_| Include only pertinent and accurate data in files, which are used as a basis for taking action or making decisions.

3. CONFLICTS OF INTEREST

You should avoid actual or apparent conflicts of interest - that is, any personal interest inside or outside the Company, which could be placed ahead of your obligations to our clients, Jennison Associates or Prudential. Conflicts may exist even when no wrong is done. The opportunity to act improperly may be enough to create the appearance of a conflict.

We recognize and respect an employee's right of privacy concerning personal affairs, but we must require a full and timely disclosure of any situation, which could result in a conflict of interest, or even the appearance of a conflict. The Company, not by the employee involved, will determine the appropriate action to be taken to address the situation.

To reinforce our commitment to the avoidance of potential conflicts of interest, the following rules have been adopted, that prohibit you from engaging in certain activities without the pre-approval from the Chief Compliance Officer:

A) YOU MAY NOT, without first having secured prior approval, serve as a director, officer, employee, partner or trustee - nor hold any other position of substantial interest - in any outside business enterprise. You do not need prior approval, however, if the following three conditions are met: one, the enterprise is a family firm owned principally by other members of your family; two, the family business is not doing business with Jennison or Prudential and is not a securities or investment related business; and three, the services required will not interfere with your duties or your independence of judgment. Significant involvement by employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, you will be required to disclose all relationships with outside enterprises annually.

* Note: The above deals only with positions in business enterprises. It does not affect Jennison's practice of permitting employees to be associated with governmental, educational, charitable, religious or other civic organizations. These activities may be entered into without prior consent, but must still be disclosed on an annual basis.

4

B) YOU MAY NOT act on behalf of Jennison in connection with any transaction in which you have a personal interest.

C) YOU MAY NOT, without prior approval, have a substantial interest in any outside business which, to your knowledge, is involved currently in a business transaction with Jennison or Prudential, or is engaged in businesses similar to any business engaged in by Jennison. A substantial interest includes any investment in the outside business involving an amount greater than 10 percent of your gross assets, or involving a direct or indirect ownership interest greater than 2 percent of the outstanding equity interests. You do not need approval to invest in open-ended registered investment companies such as investments in mutual funds and similar enterprises that are publicly owned.

D) YOU MAY NOT, without prior approval, engage in any transaction involving the purchase of products and/or services from Jennison, except on the same terms and conditions as they are offered to the public. Plans offering services to employees approved by the Board of Directors are exempt from this rule.

E) YOU MAY NOT, without prior approval, borrow an amount greater than 10% of your gross assets, on an unsecured basis from any bank, financial institution, or other business that, to your knowledge, currently does business with Jennison or with which Jennison has an outstanding investment relationship.

F) YOU MAY NOT favor one client account over another client account or otherwise disadvantage any client in any dealings whatsoever to benefit either yourself, Jennison or another third-party client account.

G) YOU MAY NOT, as result of your status as a Jennison employee, take advantage of any opportunity that your learn about or otherwise personally benefit from information you have obtained as an employee that would not have been available to you if you were not a Jennison employee.

4. OTHER BUSINESS ACTIVITIES

A) ISSUES REGARDING THE RETENTION OF SUPPLIERS: The choice of our suppliers must be based on quality, reliability, price, service, and technical advantages.

B) GIFTS: Jennison employees and their immediate families should not solicit, accept, retain or provide any gifts or entertainment which might influence decisions you or the recipient must make in business transactions involving Jennison or which others might reasonably believe could influence those decisions. Even a nominal gift should not be accepted if, to a reasonable observer, it might appear that the gift would influence your business decisions.

5

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Examples of such gifts are those received as normal business entertainment (i.e., meals or golf games); non-cash gifts of nominal value (such as received at Holiday time); gifts received because of kinship, marriage or social relationships entirely beyond and apart from an organization in which membership or an official position is held as approved by the Company. Entertainment, which satisfies these requirements and conforms to generally accepted business practices, also is permissible. Please reference Jennison Associates' Gifts and Entertainment Policy and Procedures located on Compliance web page of Jennison Online for a more detailed explanation of Jennison's policy towards gifts and entertainment.

C) IMPROPER PAYMENTS - KICKBACKS: In the conduct of the Company's business, no bribes, kickbacks, or similar remuneration or consideration of any kind are to be given or offered to any individual or organization or to any intermediaries such as agents, attorneys or other consultants.

D) BOOKS, RECORDS AND ACCOUNTS: The integrity of the accounting records of the Company is essential. All receipts and expenditures, including personal expense statements must be supported by documents that accurately and properly describe such expenses. Staff members responsible for approving expenditures or for keeping books, records and accounts for the Company are required to approve and record all expenditures and other entries based upon proper supporting documents so that the accounting records of the Company are maintained in reasonable detail, reflecting accurately and fairly all transactions of the Company including the disposition of its assets and liabilities. The falsification of any book, record or account of the Company, the submission of any false personal expense statement, claim for reimbursement of a non-business personal expense, or false claim for an employee benefit plan payment are prohibited. Disciplinary action will be taken against employees who violate these rules, which may result in dismissal.

E) LAWS AND REGULATIONS: The activities of the Company must always be in full compliance with applicable laws and regulations. It is the Company's policy to be in strict compliance with all laws and regulations applied to our business. We recognize, however, that some laws and regulations may be ambiguous and difficult to interpret. Good faith efforts to follow the spirit and intent of all laws are expected. To ensure compliance, the Company intends to educate its employees on laws related to Jennison's activities, which may include periodically issuing bulletins, manuals and memoranda. Staff members are expected to read all such materials and be familiar with their content. For example, it would constitute a violation of the law if Jennison or any of its employees either engaged in or schemed to engage in: i) any manipulative act with a client; or ii) any manipulative practice including a security, such as touting a security to anyone or the press and executing an order in the opposite direction of such recommendation. Other scenarios and the policies that address other potential violations of the law and conflicts of interest are addressed more fully in Jennison's compliance program and the policies adopted to complement that program which reside on the Jennison Online intranet at (http://buzz/jennonline/DesktopDefault.aspx)

6

F) OUTSIDE ACTIVITIES & POLITICAL AFFILIATIONS: Jennison Associates does not contribute financial or other support to political parties or candidates for public office except where lawfully permitted and approved in advance in accordance with procedures adopted by Jennison's Board of Directors. Employees may, of course, make political contributions, but only on their own behalf; the Company for such contributions will not reimburse them. However, employees may not make use of company resources and facilities in furtherance of such activities, e.g., mail room service, facsimile, photocopying, phone equipment and conference rooms.

Legislation generally prohibits the Company or anyone acting on its behalf from making an expenditure or contribution of cash or anything else of monetary value which directly or indirectly is in connection with an election to political office; as, for example, granting loans at preferential rates or providing non-financial support to a political candidate or party by donating office facilities. Otherwise, individual participation in political and civic activities conducted outside of normal business hours is encouraged, including the making of personal contributions to political candidates or activities.

Employees are free to seek and hold an elective or appointive public office, provided you do not do so as a representative of the Company. However, you must conduct campaign activities and perform the duties of the office in a manner that does not interfere with your responsibilities to the firm.

5. COMPLIANCE WITH THE CODE & CONSEQUENCES IF VIOLATION OF THE CODE OCCURS

Each year all employees will be required to complete a form certifying that they have read this policy, understand their responsibilities, and are in compliance with the requirements set forth in this statement.

This process should remind us of the Company's concern with ethical issues and its desire to avoid conflicts of interest or their appearance. It should also prompt us to examine our personal circumstances in light of the Company's philosophy and policies regarding ethics.

Jennison employees will be required to complete a form verifying that they have complied with all company procedures and filed disclosures of significant personal holdings and corporate affiliations.

Please note that both the Investment Advisers Act of 1940, as amended, and ERISA both prohibit investment advisers (and its employees) from doing indirectly that which they cannot do directly. Accordingly, any Jennison employee who seeks to circumvent the requirements of this Code of Ethics and any of the policies that follow, or otherwise devise a scheme where such activity would result in a violation of these policies indirectly will be deemed to be a violation of the applicable policy and will be subject to the full impact of any

7

disciplinary action taken by Jennison as if such policies were violated directly.

It should be further noted that, and consistent with all other Jennison policies and procedures, failure to uphold the standards and principles as set forth herein, or to comply with any other aspect of these policies and procedures will be addressed by Legal and Compliance. Jennison reserves the right to administer whatever disciplinary action it deems necessary based on the facts, circumstances and severity of the violation or conflict. Disciplinary action can include termination of employment.

6. DISCLOSURE REQUIREMENTS

The principles set forth in this Code of Ethics and the policies and procedures that follow will be included in Jennison's Form ADV, which shall be distributed or offered to Jennison's clients annually, in accordance with Rule 204-3 of the Investment Advisers Act of 1940.

8

Section II

INSIDER TRADING

The Investment Advisors Act of 1940, requires that all investment advisors establish, maintain and enforce policies and supervisory procedures designed to prevent the misuse of material, non-public information by such investment advisor, and any associated person sometimes referred to as "insider trading."

This section of the Code sets forth Jennison Associates' policy statement on insider trading. It explains some of the terms and concepts associated with insider trading, as well as the civil and criminal penalties for insider trading violations. In addition, it sets forth the necessary procedures required to implement Jennison Associates' Insider Trading Policy Statement.

Please note that this policy applies to all Jennison Associates' employees

1. JENNISON ASSOCIATES' POLICY STATEMENT AGAINST INSIDER TRADING

Personal Securities transactions should not conflict, or appear to conflict, with the interest of the firm's clients when contemplating a transaction for your personal account, or an account in which you may have a direct or indirect personal or family interest, we must be certain that such transaction is not in conflict with the interests of our clients. Specific rules in this area are difficult, and in the final analysis. Although it is not possible to anticipate all potential conflicts of interest, we have tried to set a standard that protects the firm's clients, yet is also practical for our employees. The Company recognizes the desirability of giving its corporate personnel reasonable freedom with respect to their investment activities, on behalf of themselves, their families, and in some cases, non-client accounts (i.e., charitable or educational organizations on whose boards of directors corporate personnel serve). However, personal investment activity may conflict with the interests of the Company's clients. In order to avoid such conflicts - or even the appearance of conflicts - the Company has adopted the following policy:

Jennison Associates LLC forbids any director, officer or employee from trading, either personally or on behalf of clients or others, on material, non-public information or communicating material, non-public information to others in violation of the law, such as tipping or recommending that others trade on such information. Said conduct is deemed to be "insider trading." Such policy applies to every director, officer and employee and extends to activities within and outside their duties at Jennison Associates.

9

Every director, officer, and employee is required to read and retain this policy statement. Questions regarding Jennison Associates' Insider Trading policy and procedures should be referred to the Compliance or Legal Departments.

2. EXPLANATION OF RELEVANT TERMS AND CONCEPTS

Although insider trading is illegal, Congress has not defined "insider," "material" or "non-public information." Instead, the courts have developed definitions of these terms. Set forth below is very general descriptions of these terms. However, it is usually not easily determined whether information is "material" or "non-public" and, therefore, whenever you have any questions as to whether information is material or non-public, consult with the Compliance or Legal Departments. Do not make this decision yourself.

A) WHO IS AN INSIDER?

The concept of an "insider" is broad. It includes officers, directors and employees of a company. A person may 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. Examples of temporary insiders are the company's attorneys, accountants, consultants and bank lending officers, employees of such organizations, persons who acquire a 10% beneficial interest in the issuer, other persons who are privy to material non-public information about the company. Jennison Associates and its employees may become "temporary insiders" of a company in which we invest, in which we advise, or for which we perform any other service. An outside individual may be considered an insider, according to the Supreme Court, if the company expects the outsider to keep the disclosed non-public information confidential or if the relationship suggests such a duty of confidentiality.

B) WHAT IS MATERIAL INFORMATION?

Trading on inside information is not a basis for liability unless the information is material. Material Information is defined as:

|_| Information, for which there is a substantial likelihood, that a reasonable investor would consider 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 directors, officers and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, a significant increase or decline in orders, significant new products or discoveries, significant merger or acquisition proposals or agreements, major litigation

10

and liquidity problems, for clients and extraordinary management developments.

In addition, knowledge about Jennison Associates' client holdings and transactions (including transactions that are pending or under consideration) as well as Jennison trading information and patterns may be deemed material.

C) WHAT IS NON-PUBLIC INFORMATION?

Information is "non-public" until it has been effectively communicated to the market place, including clients' holdings, recommendations and transactions. One must be able to point to some fact to show that the all information and not just part of the information is generally available to the public. For example, information found in a report filed with the SEC, holdings disclosed in a publicly available website regarding the top 10 portfolio holdings of a mutual fund, appearing in Dow Jones, Reuters Economics Services, The Wall Street Journal or other publications of general circulation would be considered public.

D) MISAPPROPRIATION THEORY

Under the "misappropriation" theory, liability is established when trading occurs on material non-public information that is stolen or misappropriated from any other person. In U.S. v. Carpenter, a columnist defrauded The Wall Street Journal by stealing non-public information from the Journal and using it for trading in the securities markets. Note that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

E) WHO IS A CONTROLLING PERSON?

"Controlling persons" include not only employers, but also any person with power to influence or control the direction of the management, policies or activities of another person. Controlling persons may include not only the company, but also its directors and officers.

F) HOW IS NON-PUBLIC INFORMATION MONITORED?

When an employee is in possession of non-public information, a determination is made as to whether such information is material. If the non-public information is material, as determined by Jennison Compliance/Legal, the issuer is placed on a Restricted List ("RL"). Once a security is on the RL all personal and company trading activity is restricted. All securities that are placed on the RL are added to Jennison's internal trading restriction systems, which restricts company trading activity. Personal trading activity in such RL issuers is also restricted through the personal trading pre-clearance process.

11

In addition, Prudential distributes a separate list of securities for (Enterprise Restricted List) which Prudential and its affiliates, including Jennison, are restricted from engaging in trading activity, in accordance with various securities laws. In applying this policy and monitoring securities trading Jennison makes no distinction between securities on the Restricted List and those that appear on the Enterprise Restricted List.

3. PENALTIES FOR INSIDER TRADING VIOLATIONS

Penalties for trading on or communicating material non-public information are more severe than ever. The individuals involved in such unlawful conduct may be subject to both civil and criminal penalties. A controlling person may be subject to civil or criminal penalties for failing to establish, maintain and enforce Jennison Associates' Policy Statement against Insider Trading and/or if such failure permitted or substantially contributed to an insider trading violation.

Individuals 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:

A) CIVIL INJUNCTIONS

B) TREBLE DAMAGES

C) DISGORGEMENT OF PROFITS

D) JAIL SENTENCES -Maximum jail sentences for criminal securities law violations up to 10 years.

E) CIVIL FINES - Persons who committed the violation may pay up to three times the profit gained or loss avoided, whether or not the person actually benefited.

F) CRIMINAL FINES - The employer or other "controlling persons" may be subject to substantial monetary fines.

G) Violators will be barred from the securities industry.

12

Section III

IMPLEMENTATION PROCEDURES & POLICY

The following procedures have been established to assist the officers, directors and employees of Jennison Associates in preventing and detecting insider trading Every officer, director and employee must follow these procedures or risk serious sanctions, including but not limited to possible suspension or dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures you should contact the Compliance or Legal Departments.

1. IDENTIFYING INSIDE INFORMATION

Before trading for yourself or others, including client accounts managed by Jennison Associates, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

A) IS THE INFORMATION MATERIAL?

|_| Would an investor consider this information important in making his or her investment decisions?

|_| Would this information substantially affect the market price of the securities if generally disclosed?

B) IS THE INFORMATION NON-PUBLIC?

|_| To whom has this information been provided?

|_| Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, SEC filings, websites or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and non-public ("MNPI"), or if you have questions as to whether the information is material and non-public, you should take the following steps:

A) Report the matter immediately to the Compliance or Legal Departments.

13

B) Do not purchase or sell the securities on behalf of yourself or others, including client accounts managed by Jennison Associates.

C) Do not communicate the information inside or outside Jennison Associates, other than to a senior staff member of either Compliance or Legal Departments.

D) After the issue has been reviewed by Compliance/Legal, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

2. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

Information that you, Legal or Compliance identify as MNPI may not be communicated to anyone, including persons within and outside of Jennison Associates LLC, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing MNPI should be locked; given to Legal or Compliance (should not be reproduced or otherwise photocopied); access to computer files containing non-public information should be restricted, until such information becomes public.

Jennison employees have no obligation to the clients of Jennison Associates to trade or recommend trading on their behalf on the basis of MNPI (inside) in their possession. Jennison's fiduciary responsibility to its clients requires that the firm and its employees regard the limitations imposed by Federal securities laws.

3. ALLOCATION OF BROKERAGE

To supplement its own research and analysis, to corroborate data compiled by its staff, and to consider the views and information of others in arriving at its investment decisions, Jennison Associates, consistent with its efforts to secure best price and execution, allocates brokerage business to those broker-dealers in a position to provide such services.

It is the firm's policy not to allocate brokerage in consideration of the attempted furnishing of inside information or MNPI. Employees, in recommending the allocation of brokerage to broker-dealers, should not give consideration to the provision of any MNPI. The policy of Jennison Associates as set forth in this statement should be brought to the attention of such broker-dealer.

4. RESOLVING ISSUES CONCERNING INSIDER TRADING

If doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of

14

the foregoing procedures and standards, or as to the propriety of any action, it must be discussed with either the Compliance or Legal Departments before trading or communicating the information to anyone.

This Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be distributed to all Jennison Associates personnel. Each quarter you will be required to certify in writing that you have received, read and understand and will comply with all the provisions of this policy. In addition, newly hired employees must also attest to the policy. Periodically or upon request, a representative from the Compliance or Legal Departments will meet with such personnel to review this statement of policy, including any developments in the law and to answer any questions of interpretation or application of this policy.

From time to time this statement of policy will be revised in light of developments in the law, questions of interpretation and application, and practical experience with the procedures contemplated by the statement. Any amendments to the above referred to policy and procedures will be highlighted and distributed to ensure that all employees are informed of and such changes and receive the most current policy, set forth in these policies and procedures.

15

Section IV

JENNISON ASSOCIATES PERSONAL TRADING POLICY

1. GENERAL POLICY AND PROCEDURES

The management of Jennison Associates is fully aware of and in no way wishes to deter the security investments of its individual employees. The securities markets, whether equity, fixed income, international or domestic, offer individuals alternative methods of enhancing their personal investments.

Due to the nature of our business and our fiduciary responsibility to our client funds, we must protect the firm and its employees from the possibilities of both conflicts of interest and illegal insider trading in regard to their personal security transactions. It is the duty of Jennison and its employees to place the interests of clients first and to avoid all actual or potential conflicts of interest. It is important to consider all sections to this combined policy to fully understand how best to avoid potential conflicts of interests and how best to serve our clients so that the interests of Jennison and its employees do not conflict with those of its clients when discharging its fiduciary duty to provide fair, equitable and unbiased investment advice to such clients.

Jennison employees are prohibited from short term trading or market timing mutual funds and variable annuities managed by Jennison other than those that permit such trading, as well as Prudential affiliated funds and variable annuities, and must comply with any trading restrictions established by Jennison to prevent market timing of these funds.

We have adopted the following policies and procedures on employee personal trading to reasonably ensure against actual or potential conflicts of interest that could lead to violations of federal securities law, such as short term trading or market timing of affiliated mutual funds, or as previously described in the preceding sections of the attached policies. To prevent the rapid trading of certain mutual funds and variable annuities, Jennison employees may not engage in opposite direction transactions within 90 days of the last transaction with respect to the mutual funds and variable annuities listed on the attached Exhibit D ("Covered Funds"). Jennison employees are also required to arrange the reporting of Covered Funds transactions under this policy identified in Exhibit D. This policy does not apply to money market mutual funds, and the Dryden Ultra Short Bond Fund. These policies and procedures are in addition to those set forth in the Code of Ethics and the Policy Statement Against Insider Trading. However, the standards of professional conduct as described in such policies must be considered when a Jennison employee purchases and sells securities on behalf of either their own or any other account for which the employee is considered to be the beneficial owner - as more fully described in this personal trading policy.

16

All Jennison employees are required to comply with such policies and procedures in order to avoid the penalties set forth herein.

2. PERSONAL TRANSACTION REPORTING REQUIREMENTS

Jennison employees are required to provide Jennison with reports concerning their securities holdings and transactions, as described below. These include Jennison's policies and procedures, including Code of Ethics, names of Jennison's access personnel including those employees no longer employed by Jennison, their holdings and transaction reports, acknowledgements, pre-approvals, violations and the disposition thereof, exceptions to any policy, every transaction in securities in which any of its personnel has any direct or indirect beneficial ownership, except transactions effected in any account over which neither the investment adviser nor any advisory representative of the investment adviser has any direct or indirect influence or control and transactions in securities which are direct obligations of the United States, high-quality short-term instruments and mutual funds. For purposes of this policy, mutual funds that are exempt from this recordkeeping requirement are money market funds and funds that are either not managed by Jennison or affiliated with Prudential. This requirement applies to:

o transactions for the personal accounts of an employee,
o transactions for the accounts of other members of their immediate family (including the spouse, minor children, and adults living in the same household with the officer, director, or employee) for which they or their spouse have any direct or indirect influence or control, and
o trusts of which they are trustees or
o other accounts in which they have any direct or indirect beneficial interest or direct or indirect influence or control.

However, the above requirements do not apply if the investment decisions for the above mentioned account(s) are made by an independent investment manager in a fully discretionary account. Jennison recognizes that some of its employees may, due to their living arrangements, be uncertain as to their obligations under this Personal Trading Policy. If an employee has any question or doubt as to whether they have direct or indirect influence or control over an account, he or she must consult with the Compliance or Legal Departments as to their status and obligations with respect to the account in question. Please refer to Jennison's Record Management Policy located on the Jennison Online compliance website for a complete list of records and retention periods.

In addition, Jennison, as a subadviser to investment companies registered under the Investment Company Act of 1940 (e.g., mutual funds), is required by Rule 17j-1 under the Investment Company Act to review and keep records of personal investment activities of "access persons" of these funds, unless the access person does not have direct or indirect influence or control of the

17

accounts. An "access person" is defined as any director, officer, general partner or Advisory Person of a Fund or Fund's Investment Adviser. "Advisory Person" is defined as any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of investments by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales. Jennison's "access persons" and "advisory persons" include Jennison's employees and any other persons that Jennison may designate.

A) JENNISON EMPLOYEES

All Jennison employees are Access Persons and are subject to the following reporting requirements. Access Persons are required to report all transactions, as set forth on Exhibit A, including activity in Prudential affiliated and Jennison managed mutual funds, as well as affiliated variable annuities or Covered Funds. A list of these funds and variable annuities is attached hereto as Exhibit D. This requirement applies to all accounts in which Jennison employees have a direct or indirect beneficial interest, as previously described. All Access Persons are required to provide the Compliance Department with the following:

1) INITIAL HOLDINGS REPORTS:

Within 10 days of commencement of becoming an access person, an initial holdings report detailing all personal investments (including private placements, and index futures contracts and options thereon, but excluding automatic investment plans approved by Compliance, all direct obligation government, such as US Treasury securities, mutual funds and variable annuities that are not Covered Funds and short-term high quality debt instruments) must be submitted to Compliance. The report should contain the following information, and must be current, not more than 45 days prior to becoming an "access person":

a. The title, number of shares and principal amount of each investment in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

2) QUARTERLY REPORTS:

a. Transaction Reporting:

18

Within 30 days after the end of a calendar quarter, with respect to any transaction, including activity in Covered Funds, during the quarter in investments in which the Access Person had any direct or indirect beneficial ownership:

i) 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 investment involved;

ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

iii) The price of the investment at which the transaction was effected;

iv) The name of the broker, dealer or bank with or through which the transaction was effected; and

v) The date that the report is submitted by the Access Person.

b. Personal Securities Account Reporting:

Within 30 days after the end of a calendar quarter, with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

i) The name of the broker, dealer or bank with whom the Access Person established the account;

ii) The date the account was established; and

iii) The date that the report is submitted by the Access Person.

To facilitate compliance with this reporting requirement, Jennison Associates requires that a duplicate copy of all trade confirmations and brokerage statements be supplied directly to Jennison Associates' Compliance Department and to Prudential's Corporate Compliance Department. Access Persons are required to notify the Compliance Department of any Covered Fund including accounts of all household members, held directly with the fund. The Compliance Department must also be notified prior to the creation of any new personal investment accounts so that we may request that duplicate statements and confirmations of all trading activity (including mutual funds) be sent to the Compliance Department.

19

3) ANNUAL HOLDINGS REPORTS:

Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

a. The title, number of shares and principal amount of each investment, including investments set forth Covered Funds, in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

4) A copy of all discretionary investment advisory contracts or agreements between the officer, director or employee and his investment advisors.

5) A copy of Schedule B, Schedule D, and Schedule E from federal income tax returns on an annual basis.

Please note that Access Persons may hold and trade Covered Funds listed through Authorized Broker/Dealers, Prudential Mutual Fund Services, the Prudential Employee Savings Plan ("PESP"), and the Jennison Savings and Pension Plans. As indicated above, opposite direction trading activity within a 90 day period is prohibited with respect to Covered Funds, other than money market funds and Dryden Ultra Short Fund. It should also be noted that transacting the same Covered Funds in opposite directions on the same day and at the same NAV will not be considered market timing for purposes of this policy, as such activity would not result in a gain to the employee.

In addition, Access Persons may maintain accounts with respect to certain Covered Funds directly with the fund company, provided that duplicate confirms and statements are provided to the Compliance Department.

B) OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

Other Persons Defined by Jennison as Access Persons, pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, include individuals who in connection with his or her regular functions or duties may obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified

20

on Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary to reasonably ensure that the interests of our clients are not in any way compromised. These policies and procedures are specified on Exhibit C.

3. PRE-CLEARANCE PROCEDURES

All employees of Jennison Associates may need to obtain clearance from the Jennison Personal Investment Committee prior to effecting any securities transaction (except for those securities described in Exhibit A) in which they or their immediate families (including the spouse, minor children, and adults living in the same household with the officer, director, or employee) for which they or their spouse have any direct or indirect influence or control, have a beneficial interest on behalf of a trust of which they are trustee, or for any other account in which they have a beneficial interest or direct or indirect influence or control. Determination as to whether or not a particular transaction requires pre-approval should be made by consulting the "Compliance and Reporting of Personal Transactions Matrix" found on Exhibit A.

The Jennison Personal Investment Committee will make its decision of whether to clear a proposed trade on the basis of the personal trading restrictions set forth below. A member of the Compliance Department shall promptly notify the individual of approval or denial to trade the requested security. Notification of approval or denial to trade may be verbally given as soon as possible; however, it shall be confirmed in writing within 24 hours of the verbal notification. Please note that the approval granted will be valid only for that day in which the approval has been obtained; provided, however, that approved orders for securities traded in certain foreign markets may be executed within 2 business days from the date pre-clearance is granted, depending on the time at which approval is granted and the hours of the markets on which the security is traded are open. In other words, if a trade was not effected on the day for which approval was originally sought, a new approval form must be re-submitted on each subsequent day in which trading may occur. Or, if the security for which approval has been granted is traded on foreign markets, approval is valid for an additional day (i.e., the day for which approval was granted and the day following the day for which approval was granted).

Only transactions where the investment decisions for the account are made by an independent investment manager in a fully discretionary account (including managed accounts) will be exempt from the pre-clearance procedures, except for those transactions that are directed by an employee in a Jennison managed account. Copies of the agreement of such discretionary accounts, as well as transaction statements or another comparable portfolio report, must be submitted on a quarterly basis to the Compliance Department for review and record retention.

Written notice of your intended securities activities must be filed for approval prior to effecting any transaction for which prior approval is required. The name of the security, the date, the nature of the transaction (purchase or sale), the price, the name and relationship to you of the account holder (self, son, daughter, spouse, father, etc.), and the name of the broker-dealer or bank involved in the transaction must be disclosed in such written notice. Such written notice should be submitted on the Pre-Clearance Transaction Request Forms (Equity/Fixed Income) which can be obtained from the

21

Compliance Department. If proper procedures are not complied with, action will be taken against the employee. The violators may be asked to reverse the transaction and/or transfer the security or profits gained over to the accounts of Jennison Associates. In addition, penalties for personal trading violations shall be determined in accordance with the penalties schedule set forth in
Section 5, "Penalties for Violating Jennison Associates' Personal Trading Policies." Each situation and its relevance will be given due weight.

4. PERSONAL TRADING POLICY

The following rules, regulations and restrictions apply to the personal security transactions of all employees. These rules will govern whether clearance for a proposed transaction will be granted. These rules also apply to the sale of securities once the purchase of a security has been pre-approved and completed.

No director, officer or employee of the Company may effect for himself, an immediate family member (including the spouse, minor children, and adults living in the same household with the officer, director, or employee) for which they or their spouse have any direct or indirect influence or control, or any trust of which they are trustee, or any other account in which they have a beneficial interest or direct or indirect influence or control ("Covered Accounts") any transaction in a security, or recommend any such transaction in a security, of which, to his/her knowledge, the Company has either effected or is contemplating effecting the same for any of its clients, if such transaction would in any way conflict with, or be detrimental to, the interests of such client, or if such transaction was effected with prior knowledge of material, non-public information, or any other potential conflict of interest as described in the sections preceding this personal trading policy.

Except in particular cases in which the Jennison Personal Investment Committee has determined in advance that proposed transactions would not conflict with the foregoing policy, the following rules shall govern all transactions (and recommendations) by all Jennison employees for their Covered Accounts. The provisions of the following paragraphs do not necessarily imply that the Jennison Personal Investment Committee will conclude that the transactions or recommendations to which they relate are in violation of the foregoing policy, but rather are designed to indicate the transactions for which prior approval should be obtained to ensure that no actual, potential or perceived conflict occurs.

A) BLACKOUT PERIODS

1) Company personnel may not purchase any security recommended, or proposed to be recommended to any client for purchase, nor any security purchased or proposed to be purchased for any client may be purchased by any corporate personnel if such purchase will interfere in any way with the orderly purchase of such security by any client.

22

2) Company personnel may not sell any security recommended, or proposed to be recommended to any client for sale, nor any security sold, or proposed to be sold, for any client may be sold by any corporate personnel if such sale will interfere in any way with the orderly sale of such security by any client.

3) Company personnel may not sell any security after such security has been recommended to any client for purchase or after being purchased for any client Company personnel may not purchase a security after being recommended to any client for sale or after being sold for any client, if the sale or purchase is effected with a view to making a profit on the anticipated market action of the security resulting from such recommendation, purchase or sale.

4) In order to prevent even the appearance of a violation of this rule or a conflict of interest with a client account, you should refrain from trading in the seven (7) calendar days before and after Jennison trades in that security. This restriction does not apply to non-discretionary Jennison trading activity, as determined by Compliance on a case-by-case basis. For example trading activity that occurs in Jennison Managed Account ("JMA") when either implementing a pre-existing model for new accounts or in situations where JMA trading activity is generated due to cash flow instructions from the managed account sponsor. However, all requests to pre-clear a personal security transaction where the same security is also being traded in JMA on the same day will be denied.

If an employee trades during a blackout period, disgorgement may be required. For example, if an Employee's trade is pre-approved and executed and subsequently, within seven days of the transaction, the Firm trades on behalf of Jennison's clients, the Jennison Personal Investment Committee shall review the personal trade in light of firm trading activity and determine on a case-by-case basis the appropriate action. If the Personal Investment Committee finds that a client is disadvantaged by the personal trade, the trader may be required to reverse the trade and disgorge to the firm any difference due to any incremental price advantage over the client's transaction.

B) SHORT-TERM TRADING PROFITS

All employees of Jennison Associates are prohibited from profiting in Covered Accounts from the purchase and sale, or the sale and purchase of the same or equivalent securities within 60 calendar days. All employees are prohibited from executing a purchase and a sale or a sale and a purchase of the Covered Funds that appear on Exhibit D, during any 90-day period. Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities within the 60 and 90 day restriction periods, respectively, shall be disgorged to the firm.

"Profits realized" shall be calculated consistent with interpretations under section 16(b) of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, which require matching any purchase and sale

23

that occur with in a 60 calendar day period and, for purposes of this policy, within a 90 calendar day period for any purchase and sale or sale and purchase in those Covered Funds that appear on Exhibit D, across all Covered Accounts. As such, a person who sold a security and then repurchased the same (or equivalent) security would need to disgorge a profit if matching the purchase and the sale would result in a profit. Conversely, if matching the purchase and sale would result in a loss, profits would not be disgorged.

In addition, the last in, first out ("LIFO") method will be used in determining if any exceptions have occurred in any Covered Fund. Profits realized on such transactions must be disgorged. Certain limited exceptions to this holding period are available and must be approved by the Chief Compliance Officer or her designee prior to execution. Exceptions to this policy include, but are not limited to, hardships and extended disability. Automatic investment and withdrawal programs and automatic rebalancing are permitted transactions under the policy.

The prohibition on short-term trading profits shall not apply to trading of index options and index futures contracts and options on index futures contracts on broad based indices. However, trades related to non-broad based index transactions remains subject to the pre-clearance procedures and other applicable procedures. A list of broad-based indices is provided on Exhibit B.

C) Jennison employees may not purchase any security if the purchase would deprive any of Jennison's clients of an investment opportunity, after taking into account (in determining whether such purchase would constitute an investment opportunity) the client's investments and investment objectives and whether the opportunity is being offered to corporate personnel by virtue of his or her position at Jennison.

D) Jennison employees may not purchase new issues of either common stock, fixed income securities or convertible securities in Covered Accounts except in accordance with item E below. This prohibition does not apply to new issues of shares of open-end investment companies. All Jennison employees shall also obtain prior written approval of the Jennison Personal Investment Committee in the form of a completed "Request to Buy or Sell Securities" form before effecting any purchase of securities on a `private placement' basis. Such approval will take into account, among other factors, whether the investment opportunity should be reserved for Jennison's clients and whether the opportunity is being offered to the employee by virtue of his or her position at Jennison.

E) Subject to the pre-clearance and reporting procedures, Jennison employees may purchase securities on the date of issuance, provided that such securities are acquired in the secondary market. Upon requesting approval of such transactions, employees must acknowledge that he or she is aware that such request for approval may not be submitted until after the security has been issued to the public and is trading at prevailing market prices in the secondary market.

24

F) Subject to the preclearance and reporting procedures, Jennison employees may effect purchases upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights so acquired. In the event that approval to exercise such rights is denied, subject to preclearance and reporting procedures, corporate personnel may obtain permission to sell such rights on the last day that such rights may be traded.

G) Any transactions in index futures contracts and index options, except those effected on a broad-based index, are subject to preclearance and all are subject to the reporting requirements.

H) No employee of Jennison Associates may short sell or purchase put options or writing call options on securities that represent a long position in any portfolios managed by Jennison on behalf of its clients. Conversely, no employee may sell put options, or purchase either the underlying security or call options that represent a short position in a Jennison client portfolio. Any profits realized from such transactions shall be disgorged to the Firm. All options and short sales are subject to the preclearance rules.

All employees are prohibited from selling short and from participating in any options transactions on any securities issued by Prudential except in connection with bona fide hedging strategies (e.g., covered call options and protected put options). However, employees are prohibited from buying or selling options to hedge their financial interest in employee stock options granted to them by Prudential.

I) No employee of Jennison Associates may participate in investment clubs.

J) While participation in employee stock purchase plans and employee stock option plans need not be pre-approved, copies of the terms of the plans should be provided to the Compliance Department as soon as possible so that the application of the various provisions of the Personal Trading Policy may be determined (e.g., pre-approval, reporting, short-term trading profits ban). Jennison employees must obtain pre-approval for any discretionary disposition of securities or discretionary exercise of options acquired pursuant to participation in an employee stock purchase or employee stock option plan, except for the exercise of Prudential options (this exception does not apply to certain Designated Employees). All such transactions, however, must be reported. Nondiscretionary dispositions of securities or exercise are not subject to pre-approval. Additionally, Jennison employees should report holdings of such securities and options on an annual basis.

K) Subject to pre-clearance, long-term investing through direct stock purchase plans is permitted. The terms of the plan, the initial investment, and any notice of intent to purchase through automatic debit must be provided to and approved by the Jennison Personal Investment Committee. Any changes to the original terms of approval, e.g., increasing, decreasing in the plan, as well as any sales or discretionary purchase of securities in

25

the plan must be submitted for pre-clearance. Termination of participation in such a plan, must be reported to Compliance. Provided that the automatic monthly purchases have been approved by the Jennison Personal Investment Committee, each automatic monthly purchase need not be submitted for pre-approval. "Profits realized" for purposes of applying the ban on short-term trading profits will be determined by matching the proposed discretionary purchase or sale transaction against the most recent discretionary purchase or sale, as applicable, not the most recent automatic purchase or sale (if applicable). Additionally, holdings should be disclosed annually.

L) DESIGNATED PERSONS: REQUIREMENTS FOR TRANSACTIONS IN SECURITIES ISSUED BY PRUDENTIAL

A Designated Person is an employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material about Prudential. Employees that have been classified as Designated Persons have been informed of their status.

Designated Persons are permitted to trade in Prudential common stock (symbol: "PRU") only during certain "open trading windows". Trading windows will be closed for periods surrounding the preparation and release of Prudential financial results. Approximately 24 hours after Prudential releases its quarterly earnings to the public, the trading window generally opens and will remain open until approximately three weeks before the end of the quarter. Designated Persons will be notified by the Compliance Department announcing the opening and closing of each trading window.

Designated Persons are required to obtain a dual pre-clearance approval for all transactions from both Jennison and Prudential. To request pre-clearance approval, Designated Persons are required to complete a pre-clearance form for Jennison and a separate pre-clearance form for Prudential. These forms can be obtained from the Compliance Department. The Compliance Department will notify the Designated Person if their request has been approved or denied. Please note that pre-clearance also applies to transactions of household members and dependents of any Designated Person and is valid only for the day approval is provided. All other pre-clearance rules and restrictions apply.

M) JENNISON EMPLOYEE PARTICIPATION IN MANAGED STRATEGIES

All eligible employees must adhere to the following conditions in order to open an account in a managed account program:

|_| All employees may open a managed account in any managed account program, including Jennison-managed strategies.

26

|_| Portfolio Managers of the Jennison models are prohibited from opening accounts in managed account programs in strategies that he or she manages.

|_| Portfolio Advisors may open accounts in managed account programs in strategies for which he or she has responsibility; however, these individuals may not direct selling or purchases for his or her own accounts. All such decisions and implementation of portfolio transactions for Portfolio Advisor accounts will be made by the Financial Adviser.

|_| Eligible employees will not be permitted to have discretion over any managed account. This means that employees will be invested in the model.

|_| All transactions in any managed account for which a Jennison employee has discretion will be subject to the pre-clearance requirements of this policy.

|_| In connection with tax selling, eligible employees (except Portfolio Advisors) are permitted to identify specific securities to be sold, however, such sales are subject to the 60-day ban on short-term trading profits and pre-clearance for Jennison managed strategies.

|_| Both the Jennison Compliance Department and Prudential Corporate Compliance will need to receive duplicate confirmations and statements.

N) EXCEPTIONS TO THE PERSONAL TRADING POLICY

Notwithstanding the foregoing restrictions, exceptions to certain provisions (e.g., blackout period, pre-clearance procedures, and short-term trading profits) of the Personal Trading Policy may be granted on a case-by-case basis by Jennison when no abuse is involved and the facts of the situation strongly support an exception to the rule.

Investments in the following instruments are not bound to the rules and restrictions as set forth above and may be made without the approval of the Jennison Personal Investment Committee: direct governments obligations (Bills, Bonds and Notes), money markets, commercial paper, repurchase orders, reverse repurchase orders, bankers acceptances, bank certificates of deposit, other high quality short-term debt instrument(1), and open-ended registered investment companies. Although not subject to pre-clearance, Covered Funds listed on Exhibit D, are subject to reporting and a ban on short term trading, i.e. buying and selling or selling and


(1) "High Quality Short-Term Debt Instrument" means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency (Moody's and S&P).

27

buying within 90 days. Covered Funds listed on Exhibit D, are only subject to reporting, as previously described.

5. MONITORING/ADMINISTRATION

The Jennison Associates' Compliance Department will maintain and enforce this policy and the Chief Compliance Officer ("CCO"), or her designee(s), will be directly responsible for reasonably assuring for monitoring compliance with the policy. If such authority is delegated to another compliance professional, a means of reporting deficiencies to the CCO, with respect to any one of the policies as set forth in this combined document, must be established to ensure the CCO is aware of all violations. Requests for exceptions to the policy will be provided to the Jennison CCO or her designee and from time to time shared with the Prudential Personal Securities Trading Department and Jennison Compliance Committees. While Jennison has primary responsibility to administer its own Personal Trading Policy, Prudential will assist Jennison by monitoring activity in Prudential mutual funds, as well as Jennison funds in Jennison Savings and Pension Plans, and identifying violations to the ban on short term trading, as described in this policy.

As part of monitoring compliance with these policies, Compliance will employ various monitoring techniques, that may consist of but not limited to, reviewing personal securities transactions to determine whether the security was pre-cleared, compare personal securities requests against a firm-wide (includes affiliates of Prudential) or Jennison specific restricted list(s), receiving exception reporting to monitor Jennison 7 day black out period, as described above.

In addition, as indicated above, short term or market timing trading in any Covered Fund identified in Exhibit D, represents a significant conflict of interest for Jennison and Prudential. Market timing any of these investment vehicles may suggest the use of inside information - namely, knowledge of portfolio holdings or contemplated transactions - acquired or developed by an employee for personal gain. The use of such information constitutes a violation of the law that can lead to severe disciplinary action against Jennison and its senior officers. Therefore, trading activity in certain Covered Funds will be subject to a heightened level of scrutiny. Jennison employees who engage in short term trading of such funds can be subject to severe disciplinary action, leading up to and including possible termination.

6. PENALTIES FOR VIOLATIONS OF JENNISON ASSOCIATES' PERSONAL TRADING POLICIES

Violations of Jennison's Personal Trading Policy and Procedures, while in most cases may be inadvertent, must not occur. It is important that every employee abide by the policies established by the Board of Directors. Penalties will be assessed in accordance with the schedules set forth below. These, however, are minimum penalties. THE FIRM RESERVES THE RIGHT TO TAKE ANY OTHER

28

APPROPRIATE ACTION, INCLUDING BUT NOT LIMITED TO SUSPENSION OR TERMINATION OF EMPLOYMENT.

All violations and penalties imposed will be reported to Jennison's Compliance Committee. The Compliance Committee will review annually a report which at a minimum:

A) summarizes existing procedures concerning personal investing and any changes in procedures made during the preceding year;

B) identifies any violations requiring significant remedial action during the preceding year; and

C) identifies any recommended changes in existing restrictions or procedures based upon Jennison's experience under its policies and procedures, evolving industry practices, or developments in applicable laws and regulations.

7. TYPE OF VIOLATION

A) PENALTIES FOR FAILURE TO SECURE PRE-APPROVAL

The minimum penalties for failure to pre-clear personal securities transactions include possible reversal of the trade, possible disgorgement of profits, possible suspension, possible reduction in discretionary bonus as well as the imposition of additional cash penalties to the extent permissible by applicable state law.

1) FAILURE TO PRE-CLEAR PURCHASE

Depending on the circumstances of the violation, the individual may be asked to reverse the trade (i.e., the securities must be sold). Any profits realized from the subsequent sale must be turned over to the firm. Please note: The sale or reversal of such trade must be submitted for pre-approval.

2) FAILURE TO PRE-CLEAR SALES THAT RESULT IN LONG-TERM CAPITAL GAINS

Depending on the circumstances of the violation, the firm may require that profits realized from the sale of securities that are defined as "long-term capital gains" by Internal Revenue Code (the "IRC") section 1222 and the rules thereunder, as amended, to be turned over to the firm, subject to the following maximum amounts:

---------------------------------- --------------------------------------------
               JALLC Position                    Disgorgement Penalty*
---------------------------------- --------------------------------------------

                                       29

---------------------------------- --------------------------------------------
Senior Vice Presidents and above   Realized long-term capital gain, up to
                                    $10,000.00
---------------------------------- --------------------------------------------
Vice Presidents and Assistant      Realized long-term capital gain, up to
Vice Presidents                     $5,000.00
---------------------------------- --------------------------------------------
All other JALLC Personnel          25% of the realized long-term gain,
                                   irrespective of taxes, up to $3,000.00
---------------------------------- --------------------------------------------

* Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

3) FAILURE TO PRE-CLEAR SALES THAT RESULT IN SHORT-TERM CAPITAL GAINS

Depending on the nature of the violation, the firm may require that all profits realized from sales that result in profits that are defined as "short-term capital gains" by IRC section 1222 and the rules thereunder, as amended, be disgorged irrespective of taxes. Please note, however, any profits that result from violating the ban on short-term trading profits are addressed in section 6.C), "Penalty for Violation of Short-Term Trading Profit Rule."

4) ADDITIONAL CASH PENALTIES

--------------- ------------------------ -------------------------------
                     VP's and Above*          Other JALLC Personnel*
--------------- ------------------------ -------------------------------
First Offense   None/Warning             None/Warning
--------------- ------------------------ -------------------------------
Second Offense  $1,000                   $200
--------------- ------------------------ -------------------------------
Third Offense   $2,000                   $300
--------------- ------------------------ -------------------------------
Fourth Offense  $3,000                   $400
--------------- ------------------------ -------------------------------
Fifth Offense   $4,000 & Automatic       $500 & Automatic
                Notification of the      Notification of the
                Board of Directors       Board of Directors
--------------- ------------------------ -------------------------------

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

Penalties shall be assessed over a rolling three year period. For example, if over a three year period (year 1 through year 3), a person had four violations, two in year 1, and one in each of the following years, the last violation in year 3 would be considered a fourth offense. However, if in the subsequent year (year 4), the person only had one violation of the policy, this violation would be penalized at the third offense level because over the subsequent three year period (from year 2 through year 4), there were only three

30

violations. Thus, if a person had no violations over a three year period, a subsequent offense would be considered a first offense, notwithstanding the fact that the person may have violated the policy prior to the three year period.

* Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

B) FAILURE TO COMPLY WITH REPORTING REQUIREMENTS

Such violations occur if Jennison does not receive a broker confirmation within ten (10) business days following the end of the quarter in which a transaction occurs or if Jennison does not routinely receive brokerage statements. Evidence of written notices to brokers of Jennison's requirement and assistance in resolving problems will be taken into consideration in determining the appropriateness of penalties.

--------------- ----------------------------- -------------------------------
                       VP's and Above *           Other JALLC Personnel *
--------------- ----------------------------- -------------------------------
First Offense   None/Warning                  None/Warning
--------------- ----------------------------- -------------------------------
Second Offense  $200                          $50
--------------- ----------------------------- -------------------------------
Third Offense   $500                          $100
--------------- ----------------------------- -------------------------------
Fourth Offense  $600                          $200
--------------- ----------------------------- -------------------------------
Fifth Offense   $700& Automatic Notification  $300 & Automatic Notification
                of the Board                  of the Board
--------------- ----------------------------- -------------------------------

* Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

C) PENALTY FOR VIOLATION OF SHORT-TERM TRADING PROFIT RULE

Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities within 60 calendar days and within 90 calendar days for all Covered Funds that appear on Exhibit D, shall be disgorged to the firm. "Profits realized" shall be calculated consistent with interpretations under section 16(b) of the Securities Exchange Act of 1934, as amended, which requires matching any purchase and sale that occur with in a 60 calendar day period without regard to the order of the purchase or the sale during the period. As such, a person who sold a security and then repurchased the same (or equivalent) security would need to disgorge a profit if matching the purchase and the sale would result in a profit. The LIFO standard will be applied when determining if any violations have occurred in the trading of a

31

Prudential affiliated or Jennison managed mutual fund, other than a money market fund, and whether the corresponding purchase and sale or sale and purchase of such fund(s) has resulted in a profit or loss. Conversely, if matching the purchase and sale would result in a loss, profits would not be disgorged.

D) OTHER POLICY INFRINGEMENTS WILL BE DEALT WITH ON A CASE-BY-CASE BASIS

Penalties will be commensurate with the severity of the violation.

Serious violations would include:

|_| Failure to abide by the determination of the Personal Investment Committee.

|_| Failure to submit pre-approval for securities in which Jennison actively trades.

|_| Failure to comply with the ban on all short term trading, i.e. buying and selling or selling and buying the same or equivalent securities and mutual funds set forth on Exhibit D, within 60 and 90 days, respectively.

E) DISGORGED PROFITS

Profits disgorged to the firm shall be donated to a charitable organization selected by the firm in the name of the firm. Such funds may be donated to such organization at such time as the firm determines.

8. MISCELLANEOUS

A. POLICIES AND PROCEDURES REVISIONS

These policies and procedures (Code of Ethics, Policy on Insider Trading and Personal Trading Policy and Procedures) may be changed, amended or revised as frequently as necessary in order to accommodate any changes in operations or by operation of law. Any such change, amendment or revision may be made only by Jennison Compliance in consultation with the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly distributed to all impacted personnel and entities.

B. Compliance

The Jennison Chief Compliance Officer shall be responsible for the administration of this Policy. Jennison Compliance continuously monitors for

32

compliance with theses policies and procedures, as set forth herein, through its daily pre-clearance process and other means of monitoring, as described above in
5. Monitoring/Administration. This data that is reviewed and our other means of monitoring ensures that employees are in compliance with the requirements of these policies and procedures. All material obtained during this review, including any analysis performed, reconciliations, violations (and the disposition thereof), exceptions granted is retained and signed by compliance and retained in accordance with section 2 RECORDKEEPING REQUIREMENTS above.

In addition, this Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be reviewed annually for adequacy and effectiveness. Any required revisions will be made consistent with section A above.

33

EXHIBIT A

COMPLIANCE AND REPORTING OF PERSONAL TRANSACTIONS MATRIX

Investment Category/Method          Sub-Category                                     Required    Reportable   If reportable,
                                                                                       Pre-                      minimum
                                                                                     Approval                   reporting
                                                                                       (Y/N)        (Y/N)       frequency
=================================== ================================================ =========== ============ =================
BONDS                               Treasury Bills, Notes, Bonds                         N            N             N/A
                                    Commercial Paper                                     N            N             N/A
                                    Other High Quality Short-Term Debt                   N            N             N/A
                                         Instrument(1)
                                    Agency                                               N            Y          Quarterly
                                    Corporates                                           Y            Y          Quarterly
                                    MBS                                                  N            Y          Quarterly
                                    ABS                                                  N            Y          Quarterly
                                    CMO's                                                Y            Y          Quarterly
                                    Municipals                                           N            Y          Quarterly
                                    Convertibles                                         Y            Y          Quarterly

STOCKS                              Common                                               Y            Y          Quarterly
                                    Preferred                                            Y            Y          Quarterly
                                    Rights                                               Y            Y          Quarterly
                                    Warrants                                             Y            Y          Quarterly
                                    Initial, Secondary and Follow On Public              Y            Y          Quarterly
                                         Offerings
                                    Automatic Dividend Reinvestments                     N            N             N/A
                                    Optional Dividend Reinvestments                      Y            Y          Quarterly
                                    Direct Stock Purchase Plans with automatic           Y            Y          Quarterly
                                         investments
                                    Employee Stock Purchase/Option Plan                  Y*           Y              *

OPEN-END MUTUAL FUNDS AND           Affiliated Investments - see Exhibit D.              N            Y          Quarterly
     ANNUITIES
                                    Non-Affiliated Funds, not managed by Jennison.       N            N             N/A

CLOSED END FUNDS,
UN  UNIT INVESTMENT TRUSTS
and ETF                             All Affiliated & Non-Affiliated Funds                N            Y          Quarterly
                                    US Funds (including SPDRs, NASDAQ 100 Index          N            Y          Quarterly
                                         Tracking Shares)
                                    Foreign Funds                                        N            Y          Quarterly
                                    Holders                                              Y            Y          Quarterly
                                    ETF organized as open-end registered                 N            Y          Quarterly
                                         investment company only, e.g., I Shares.

DERIVATIVES                         Any exchange traded, NASDAQ, or OTC option or
                                         futures contract, including, but not
                                         limited to:
                                             Financial Futures                           **           Y          Quarterly
                                             Commodity Futures                           N            Y          Quarterly
                                             Options on Futures                          **           Y          Quarterly
                                             Options on Securities                       **           Y          Quarterly
                                             Non-Broad Based Index Options               Y            Y          Quarterly
                                             Non Broad Based Index Futures               Y            Y          Quarterly
                                                  Contracts and Options on
                                                  Non-Broad Based Index Futures
                                                  Contracts
                                             Broad Based Index Options                   N            Y          Quarterly
                                             Broad Based Index Futures Contracts         N            Y          Quarterly
                                                  and Options on Broad Based Index
                                                  Futures Contracts


(1) "High Quality Short-Term Debt Instrument" means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency (Moody's and S&P).

34

LIMITED PARTNERSHIPS, PRIVATE
     PLACEMENTS, & PRIVATE
     INVESTMENTS                                                                         Y            Y          Quarterly

VOLUNTARY TENDER OFFERS                                                                  Y            Y          Quarterly

MANAGED ACCOUNT PROGARMS            Employee Directed Portfolio                          Y            Y          Quarterly
                                    Transactions

* Pre-approval of sales of securities or exercises of options acquired through employee stock purchase or employee stock option plans are required, except for the exercise of Prudential options (this exception does not apply to certain Designated Employees). Holdings are required to be reported annually; transactions subject to pre-approval are required to be reported quarterly. Pre-approval is not required to participate in such plans.

** Pre-approval of a personal derivative securities transaction is required if the underlying security requires pre-approval.

35

EXHIBIT B

BROAD-BASED INDICES


Nikkei 300 Index CI/Euro

S&P 100 Close/Amer Index

S&P 100 Close/Amer Index

S&P 100 Close/Amer Index

S&P 500 Index

S&P 500 Open/Euro Index

S&P 500 Open/Euro Index

S&P 500 (Wrap)

S&P 500 Open/Euro Index

Russell 2000 Open/Euro Index

Russell 2000 Open/Euro Index

S&P Midcap 400 Open/Euro Index

NASDAQ- 100 Open/Euro Index

NASDAQ- 100 Open/Euro Index

NASDAQ- 100 Open/Euro Index

NASDAQ- 100 Open/Euro Index

NASDAQ- 100 Open/Euro Index

S&P Small Cap 600

U.S. Top 100 Sector

S&P 500 Long-Term Close

Russell 2000 L-T Open./Euro

Russell 2000 Long-Term Index

36

EXHIBIT C

OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

The following groups of persons have been defined by Jennison as Access Persons because these are individuals who, in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on this Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary as specified on this Exhibit.

1. Jennison Directors and Officers who are Prudential Employees

Jennison recognizes that a Jennison director or officer who is employed by Prudential ("Prudential Director or Officer") may be subject to the Prudential Personal Securities Trading Policy ("Prudential's Policy"), a copy of which and any amendments thereto shall have been made available to Jennison's Compliance Department. A Prudential Director or Officer does not need to obtain preclearance from Jennison's Personal Investment Committee; provided that the Prudential Director or Officer does not otherwise have access to current Jennison trading activity.

For purposes of the recordkeeping requirements of this Policy, Prudential Directors and Officers are required to comply with Prudential's Policy. Prudential will provide an annual representation to the Jennison Compliance Department, with respect to employees subject to the Prudential Policy, that the employee has complied with the recordkeeping and other procedures of Prudential's Policy during the most recent calendar year. If there have been any violations of Prudential's Policy by such employee, Prudential will submit a detailed report of such violations and what remedial action, if any was taken. If an employee is not subject to the Prudential Policy, Prudential will provide a certification that the employee is not subject to the Prudential Policy.

2. Outside Consultants and Independent Contractors

Outside Consultants and Independent Contractors who work on-site at Jennison and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments in portfolios managed by Jennison will be subject to such policies and procedures as determined by Jennison.

37

EXHIBIT D

JENNISON MANAGED AND PRUDENTIAL AFFILIATED MUTUAL FUNDS

A. Jennison Non-Proprietary Funds (Also known as Covered Funds) AEGON/Transamerica Series Trust - Jennison Growth Allmerica Investment Trust - Select Growth Fund Dreyfus Variable Investment Fund - Special Value Portfolio Harbor Fund - Harbor Capital Appreciation Fund Jennison Conservative Growth Fund John Hancock Trust - Capital Appreciation Trust Metropolitan Series Fund, Inc. - Jennison Growth Portfolio Ohio National Fund, Inc. - Capital Appreciation Portfolio Pacific Select Fund - Health Sciences Portfolio The Hartford Select Small Cap Growth Fund The Hirtle Callaghan Trust - The Growth Equity Portfolio The MainStay Funds - MainStay MAP Fund The Preferred Group of Mutual Funds - Preferred Large Cap Growth Fund Transamerica IDEX Mutual Funds - TA IDEX Jennison Growth USAllianz Variable Insurance Products Trust - USAZ Jennison 20/20 Focus Fund USAllianz Variable Insurance Products Trust - USAZ Jennison Growth Fund

B. Prudential And Prudential Investment Management (PIM) Mutual Funds

America Skandia
JennisonDryden Funds
Prudential's Gibraltar Fund, Inc.
SEI Institutional Investors Trust Fund
Strategic Partners
The Prudential Series Fund, Inc.
The Prudential Variable Contract Account-10 The Prudential Variable Contract Account- 2

This Exhibit D may change from time to time due to new product development or changes in relationships and may not always be up-to-date. If you are not sure whether or not you either hold or anticipate purchasing a mutual fund that is either affiliated with Prudential, managed by Jennison, or is a variable annuity, please contact the Compliance Department.

Last update 10/5/05

38

Code of Ethics

July 1, 2006

This is the code of ethics of:

o John Hancock Advisers, LLC

o Sovereign Asset Management LLC

o each open-end and closed-end fund advised by John Hancock Advisers, LLC

o John Hancock Funds, LLC

(together, called "John Hancock Funds")

1. General Principles

Each person within the John Hancock Funds organization is responsible for maintaining the very highest ethical standards when conducting our business.

This means that:

o You have a fiduciary duty at all times to place the interests of our clients and fund investors first.

o All of your personal securities transactions must be conducted consistent with the provisions of this code of ethics that apply to you and in such a manner as to avoid any actual or potential conflict of interest or other abuse of your position of trust and responsibility.

o You should not take inappropriate advantage of your position or engage in any fraudulent or manipulative practice (such as front-running or manipulative market timing) with respect to our clients' accounts or fund investors.

o You must treat as confidential any information concerning the identity of security holdings and financial circumstances of clients or fund investors.

o You must comply with all applicable federal securities laws.

o You must promptly report any violation of this code of ethics that comes to your attention to the Chief Compliance Officer of your company.

The General Principles discussed above govern all conduct, whether or not the conduct is also covered by more specific standards and procedures in this code of ethics. As described below under the heading "Interpretation and Enforcement", failure to comply with the code of ethics may result in disciplinary action, including termination of employment.

2. To Whom Does This Code Apply?


This code of ethics applies to you if you are a director, officer or employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, John Hancock Funds, LLC or a John Hancock open-end or closed-end fund registered under the '40 Act and advised by John Hancock Advisers, LLC or Sovereign Asset Management LLC ("John Hancock funds"). It also applies to you if you are trustee of the John Hancock Financial Trends Fund or an employee of John Hancock Life Insurance Co. or its subsidiaries who participates in making recommendations for, or receives information about, portfolio trades or holdings of the John Hancock funds or accounts. However, notwithstanding anything herein to the contrary, it does not apply to any trustees/directors of any open-end or closed-end funds advised by John Hancock Advisers, LLC who are not "interested persons" of such funds as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the "'40 Act"), so long as they are subject to a separate Code of Ethics (each, an "Excluded Independent Director"). Also, in some cases only a limited number of provisions will apply to you, based on your access category. For example, only a limited number of provisions apply to independent directors of the John Hancock mutual funds and closed-end funds who are not Excluded Independent Directors -- see Appendix C for more information.

Please note that if a policy described below applies to you, it also applies to all accounts over which you have a beneficial interest. Normally, you will be deemed to have a beneficial interest in your personal accounts, those of a spouse, "significant other," minor children or family members sharing a household, as well as all accounts over which you have discretion or give advice or information. "Significant others" are defined for these purposes as two people who (1) share the same primary residence; (2) share living expenses; and
(3) are in a committed relationship and intend to remain in the relationship indefinitely.

There are three main categories for persons covered by this code of ethics, taking into account their positions, duties and access to information regarding fund portfolio trades. You have been notified about which of these categories applies to you, based on the Investment Compliance Department's understanding of your current role. If you have a level of investment access beyond your assigned category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to notify the Chief Compliance Officer of your company.

The basic definitions of the three main categories, with examples, are provided below. The more detailed definitions of each category are attached as Appendix
A.


-----------------------------------------------------------------------------------------------------------
     "Investment Access" person           "Regular Access" person              "Non-Access" person
                                     A person who regularly has access     A person who does not regularly
                                      to (1) fund portfolio tradesor          participate in a fund's
                                         (2) non-public information         investment process or obtain
                                      regarding holdings or securities        information regarding fund
A person who regularly participates     recommendations to clients.                portfolio trades
 in a fund's investment process or
makes securities recommendations to   examples:                              examples:
              clients.                                                       o wholesalers
examples:                             o personnel in Investment Operations   o inside wholesalers
                                        or Compliance                          who don't attend
o portfolio managers                  o most FFM  personnel                    investment "morning
o analysts                            o Technology personnel                   meetings"
o traders                               with access to                       o certain administrative
                                        investment systems                     personnel
                                      o attorneys and some
                                        legal administration
                                        personnel
                                      o investment admin.
                                        personnel
-----------------------------------------------------------------------------------------------------------

3. Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions?

If this code of ethics describes "Personal Trading Requirements" (i.e. John Hancock Mutual Fund reporting requirement and holding period, the preclearance requirement, the ban on short-term profits, the ban on IPOs, the disclosure of private placement conflicts and the reporting requirements) that apply to your access category as described above, then the requirements apply to trades for any account in which you have a beneficial interest. Normally, this includes your personal accounts, those of a spouse, "significant other," minor children or family members sharing your household, as well as all accounts over which you have discretion or give advice or information. This includes all brokerage accounts that contain securities (including brokerage accounts that only contain securities exempt from reporting). Accounts over which you have no direct or indirect influence or control are exempt. To prevent potential violations of this code of ethics, you are strongly encouraged to request clarification for any accounts that are in question.

These personal trading requirements do not apply to the following securities:

o Direct obligations of the U.S. government (e.g., treasury securities);

o Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

o Shares of open-end mutual funds registered under the Investment Company Act of 1940 ("40 Act") that are not advised or sub-advised by John Hancock Advisers, John Hancock Investment Management Services or another Manulife entity;

o Shares issued by money market funds; and

o Securities in accounts over which you have no direct or indirect influence or control.

Except as noted above, the Personal Trading Requirements apply to all securities, including:

o Stocks;

o Bonds;


o Government securities that are not direct obligations of the U.S. government, such as Fannie Mae or municipal securities;

o Closed-end funds;

o Options on securities, on indexes, and on currencies;

o Limited partnerships;

o Domestic unit investment trusts;

o Exchange traded funds;

o Non-US unit investment trusts and Non-US mutual funds;

o Private investment funds and hedge funds; and

o Futures, investment contracts or any other instrument that is considered a "security" under the Investment Advisers Act.

Different requirements apply to shares of open-end mutual funds that are advised or sub-advised by John Hancock Advisers or by John Hancock or Manulife entities--see the section below titled "John Hancock Mutual Funds Reporting Requirement and Holding Period".

4. Overview of Policies

-------------------------------------------------------------------------------------------------------------------------
                                                     Investment Access Person   Regular Access    Non-Access Person
                                                                                Person
-------------------------------------------------------------------------------------------------------------------------
General principles                                   yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Policies outside the code
-------------------------------------------------------------------------------------------------------------------------
Conflict of interest policy                          yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Inside information policy                            yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Policy regarding dissemination of mutual fund        yes                        yes               yes
portfolio information
-------------------------------------------------------------------------------------------------------------------------
Policies in the code
-------------------------------------------------------------------------------------------------------------------------
Restriction on gifts                                 yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
John Hancock mutual funds reporting requirement and  yes                        yes               yes
holding period
-------------------------------------------------------------------------------------------------------------------------
Pre-clearance requirement                            yes                        yes               Limited


-------------------------------------------------------------------------------------------------------------------------
Heightened preclearance of securities transactions   yes                        yes               no
for "Significant Personal Positions"
-------------------------------------------------------------------------------------------------------------------------
Ban on short-term profits                            yes                        no                no
-------------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------------
Ban on IPOs                                          yes                        no                no
-------------------------------------------------------------------------------------------------------------------------
Disclosure of private placement conflicts            yes                        no                no
-------------------------------------------------------------------------------------------------------------------------
Seven day blackout period                            yes                        no                no
-------------------------------------------------------------------------------------------------------------------------
Reports and other disclosures outside the code
-------------------------------------------------------------------------------------------------------------------------
Broker letter/duplicate confirms                     yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Reports and other disclosures in the code
-------------------------------------------------------------------------------------------------------------------------
Annual recertification form                          yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Initial/annual holdings reports                      yes                        yes               no
-------------------------------------------------------------------------------------------------------------------------
Quarterly transaction reports                        yes                        yes               no
-------------------------------------------------------------------------------------------------------------------------

5. Policies Outside the Code of Ethics

John Hancock Funds has certain policies that are not part of the code of ethics, but are equally important. The two most important of these policies are (1) the Company Conflict and Business Practice Policy; and (2) the Inside Information Policy.

Company Conflict & Business Practice Policy


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

A conflict of interest occurs when your private interests interfere or could potentially interfere with your responsibilities at work. You must not place yourself or the company in a position of actual or potential conflict.

This Policy for officers and employees covers a number of important issues. For example, you cannot serve as a director of any company without first obtaining the required written executive approval.

This Policy includes significant requirements to be followed if your personal securities holdings overlap with John Hancock Funds investment activity. For example, if you or a member of your family own:

o a 5% or greater interest in a company, John Hancock Funds and its affiliates may not make any investment in that company;


o a 1% or greater interest in a company, you cannot participate in any decision by John Hancock Funds and its affiliates to buy or sell that company's securities;

o ANY interest in a company, you cannot recommend or participate in a decision by John Hancock Funds and its affiliates to buy or sell that company's securities unless your personal interest is fully disclosed at all stages of the investment decision.

(This is just a summary of these requirement--please read Section IV of the Company Conflict and Business Practices Policy for more detailed information.)

Other important issues in this Policy include:

o personal investments or business relationships

o misuse of inside information

o receiving or giving of gifts, entertainment or favors

o misuse or misrepresentation of your corporate position

o disclosure of confidential or proprietary information

o antitrust activities

o political campaign contributions and expenditures on public officials

Inside Information Policy and Procedures


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

The antifraud provisions of the federal securities laws generally prohibit persons with material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. While Investment Access persons are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all John Hancock Funds personnel and extend to activities both related and unrelated to your job duties.

The Inside Information Policy and Procedures covers a number of important issues, such as:

o The misuse of material non-public information

o The information barrier procedure

o The "restricted list" and the "watch list"

o broker letters and duplicate confirmation statements (see section 7 of this code of ethics)


Policy Regarding Dissemination of Mutual Fund Portfolio Information


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

Information about securities held in a mutual fund cannot be disclosed except in accordance with this Policy, which generally requires time delays of approximately one month and public posting of the information to ensure that it uniformly enters the public domain.

6. Policies in the Code of Ethics

Restriction on Gifts


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

You and your family cannot accept preferential treatment or favors (for example, gifts) from securities brokers or dealers or other organizations with which John Hancock Funds might transact business, except in accordance with the Company Conflict and Business Practice Policy. For the protection of both you and John Hancock Funds, the appearance of a possible conflict of interest must be avoided. You should exercise caution in any instance in which business travel and lodging are paid for by someone other than John Hancock Funds. The purpose of this policy is to minimize the basis for any charge that you used your John Hancock Funds position to obtain for yourself opportunities which otherwise would not be offered to you. Please see the Company Conflict and Business Practice Policy's "Compensation and Gifts" section for additional details regarding restrictions on gifts and exceptions for "nominal value" gifts.

John Hancock Mutual Funds Reporting Requirement and Holding Period


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

You must follow the reporting requirement and the holding period requirement specified below if you purchase either:

o a "John Hancock Mutual Fund" (i.e. a '40 Act mutual fund that is advised by John Hancock Advisers, LLC, John Hancock Investment Management Services LLC or by another Manulife entity); or

o a "John Hancock Variable Product" (i.e. contracts funded by insurance company separate accounts that use one or more portfolios of John Hancock Trust).

The John Hancock mutual funds reporting requirement and the holding period requirement are excluded for the money market funds and any dividend reinvestment, payroll deduction, systematic investment/withdrawal and/or other program trades.

Reporting Requirement: You must report your holdings and your trades in a John Hancock Mutual Fund or a John Hancock Variable Product. This is not a preclearance requirement--you can report your holdings after you trade by submitting duplicate confirmation statements to the Investment Compliance Department. If you are an Investment Access Person or a Regular Access Person, you must also make sure that your holdings in a John Hancock '40 Act fund or a John Hancock variable product are included in your Initial Holdings Report (upon hire) and Annual Holdings Report (each year end).

If you purchase a John Hancock Variable Product, you must notify the Investment Compliance Department. The Investment Compliance Department will then obtain directly from the contract administrators the personal trade and holdings information regarding the portfolios underlying the Manulife or John Hancock variable insurance contracts.

The Investment Compliance Department will obtain personal securities trades and holdings information in the 401(k) plan for John Hancock Funds directly from the plan administrators.

Holding Requirement: You cannot profit from the purchase and sale of a John Hancock Mutual Fund within 30 calendar days. The purpose of this policy is to address the risk, real or perceived, of manipulative market timing or other abusive practices involving short-term personal trading in the John Hancock Mutual Funds. Any profits realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity, upon determination by the Compliance and Business Practices Committee. If you donate or gift a security, it is considered a sale. You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) by sending an e-mail to the Chief Compliance Officer of your company.

Preclearance of Securities Transactions


Applies to: Investment Access Persons

Regular Access Persons

Also, for a limited category of trades:

Non-Access Persons

Limited Category of Trades for Non-Access Persons: If you are a Non-Access person, you must preclear transactions in securities of any closed-end funds advised by John Hancock Advisers, LLC. A Non-Access person is not required to preclear other trades. However, please keep in mind that a Non-Access person is required to report securities transactions after every trade (even those that are not required to be precleared) by requiring your broker to submit duplicate confirmation statements, as described in section 7 of this code of ethics.

Investment Access persons and Regular Access persons: If you are an Investment Access person or Regular Access person, you must "preclear" (i.e.: receive advance approval of) any personal securities transactions in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Due to this preclearance requirement, participation in investment clubs is prohibited.

Preclearance of private placements requires some special considerations--the decision will take into account whether, for example: (1) the investment opportunity should be reserved for John Hancock Funds clients; and (2) it is being offered to you because of your position with John Hancock Funds.

How to preclear: You preclear a trade by following the steps outlined in the preclearance procedures, which are attached as Appendix B. Please note that:

o You may not trade until clearance is received.

o Clearance approval is valid only for the date granted (i.e. the preclearance date and the trade date should be the same).

o A separate procedure should be followed for requesting preclearance of a private placement or a derivative, as detailed in Appendix B. The Investment Compliance Department must maintain a five-year record of all clearances of private placement purchases by Investment Access persons, and the reasons supporting the clearances.

The preclearance policy is designed to proactively identify potential "problem trades" that raise front-running, manipulative market timing or other conflict of interest concerns (example: when an Investment Access person trades a security on the same day as a John Hancock fund).

Certain transactions in securities that would normally require pre-clearance are exempt from the pre-clearance requirement in the following situations; (1) shares are being purchased as part of an automatic investment plan; (2) shares are being purchased as part of a dividend reinvestment plan; or (3) transactions are being made in an account over which you have designated a third party as having discretion to trade (you must have approval from the Chief Compliance Officer to establish a discretionary account).

Heightened Preclearance of Securities Transactions for "Significant Personal Positions"


Applies to: Investment Access Persons

Regular Access Persons



If you are an Investment Access person or Regular Access person with a personal securities position that is worth $100,000 or more, this is deemed to be a "Significant Personal Position". This applies to any personal securities positions in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Before you make personal trades to establish, increase or decrease a Significant Personal Position, you must notify either the Chief Fixed Income Officer or the Chief Equity Officer that (1) you intend to trade in a Significant Personal Position and (2) confirm that you are not aware of any clients for whom related trades should be completed first. You must receive their pre-approval to proceed--their approval will be based on their conclusion that your personal trade in a Significant Personal Position will not "front-run" any action that John Hancock Funds should take for a client. This Heightened Preclearance requirement is in addition to, not in place of, the regular preclearance requirement described above--you must also receive the regular preclearance before you trade.

Ban on Short-Term Profits


Applies to: Investment Access Persons


If you are an Investment Access person, you cannot profit from the purchase and sale (or sale and purchase) of the same (or equivalent) securities within 60 calendar days. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions".

You may invest in derivatives or sell short provided the transaction period exceeds the 60-day holding period (30 days for '40 Act mutual funds advised by John Hancock Advisers, LLC, John Hancock Investment Management Services LLC or another Manulife entity). If you donate or gift a security, it is considered a sale.

The purpose of this policy is to address the risk, real or perceived, of front-running, manipulative market timing or other abusive practices involving short-term personal trading. Any profits realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity, upon determination by the Compliance and Business Practices Committee.

You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) by sending an e-mail to the Chief Compliance Officer of your company.


Ban on IPOs


Applies to: Investment Access Persons


If you are an Investment Access person, you may not acquire securities in an initial public offering (IPO). You may not purchase any newly-issued securities until the next business (trading) day after the offering date. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions".

There are two main reasons for this prohibition: (1) these purchases may suggest that persons have taken inappropriate advantage of their positions for personal profit; and (2) these purchases may create at least the appearance that an investment opportunity that should have been available to the John Hancock funds was diverted to the personal benefit of an individual employee.

You may request an exemption for certain investments that do not create a potential conflict of interest, such as: (1) securities of a mutual bank or mutual insurance company received as compensation in a demutualization and other similar non-voluntary stock acquisitions; (2) fixed rights offerings; or (3) a family member's participation as a form of employment compensation in their employer's IPO.

Disclosure of Private Placement Conflicts


Applies to: Investment Access Persons


If you are an Investment Access person and you own securities purchased in a private placement, you must disclose that holding when you participate in a decision to purchase or sell that same issuer's securities for a John Hancock fund. This applies to any private placement holdings in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Private placements are securities exempt from SEC registration under section 4(2), section 4(6) or rules 504 -506 of the Securities Act of 1933.

The investment decision must be subject to an independent review by investment personnel with no personal interest in the issuer.

The purpose of this policy is to provide appropriate scrutiny in situations in which there is a potential conflict of interest.


Seven Day Blackout Period


Applies to: Investment Access Persons

If you are a portfolio manager (or were identified to the Investment Compliance Department as part of a portfolio management team) you are prohibited from buying or selling a security within seven calendar days before and after that security is traded for a fund that you manage unless no conflict of interest exists in relation to that security (as determined by the Compliance and Ethics Committee).

In addition, all investment access persons are prohibited from knowingly buying or selling a security within seven calendar days before and after that security is traded for a John Hancock fund unless no conflict of interest exists in relation to that security. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". If a John Hancock fund trades in a security within seven calendar days before or after you trade in that security, you may be required to demonstrate that you did not know that the trade was being considered for that John Hancock fund.

You will be required to sell any security purchased in violation of this policy unless it is determined that no conflict of interest exists in relation to that security (as determined by the Compliance and Ethics Committee). Any profits realized on trades determined by the Compliance and Ethics Committee to be in violation of this policy must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity.

7. Reports and Other Disclosures Outside the Code of Ethics

Broker Letter/Duplicate Confirm Statements


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

As required by the Inside Information Policy, you must inform your stockbroker that you are employed by an investment adviser or broker. Your broker is subject to certain rules designed to prevent favoritism toward your accounts. You may not accept negotiated commission rates that you believe may be more favorable than the broker grants to accounts with similar characteristics.

When a brokerage account is opened for which you have a beneficial interest, before any trades are made, you must:

o Notify the broker-dealer with which you are opening an account that you are a registered associate of John Hancock Funds;


o Ask the firm in writing to have duplicate written confirmations of any trade, as well as statements or other information concerning the account, sent to the John Hancock Funds Investment Compliance Department (contact: Fred Spring), 8th Floor, 101 Huntington Avenue, Boston, MA 02199; and

o Notify the John Hancock Funds Investment Compliance Department, in writing, that you have an account before you place any trades.

This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions" as well as trades in John Hancock Mutual Funds and John Hancock Variable Products. The Investment Compliance Department may rely on information submitted by your broker as part of your reporting requirements under this code of ethics.

8. Reports and Other Disclosures In the Code of Ethics

Initial Holdings Report and Annual Holdings Report


Applies to: Investment Access Persons

Regular Access Persons


You must file an initial holdings report within 10 calendar days after becoming an Investment Access person or a Regular Access person. The information must be current as of a date no more than 45 days prior to your becoming an Investment Access person or a Regular Access person.

You must also file an annual holdings report (as of December 31st) within 45 calendar days after the calendar year end. This applies to any personal securities holdings in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions" as well as holdings in John Hancock Mutual Funds and John Hancock Variable Products.

Your reports must include:

o 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;

o the name of any broker, dealer or bank with which you maintain an account; and

o the date that you submit the report.

Quarterly Transaction Certification


Applies to: Investment Access Persons

Regular Access Persons



On a quarterly basis, Investment Access Persons and Regular Access persons are required to certify transactions in their brokerage accounts and the John Hancock Funds 401(k) Plan. Within 30 calendar days after the end of each calendar quarter you will be asked to log into the John Hancock Personal Trading and Reporting System to verify that the system has captured accurately all transactions for the preceding calendar quarter for accounts and trades which are required to be reported pursuant to the above noted section entitled "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Even if you have no transactions to report you will be asked to complete the certification.

For each transaction you must report the following information:

o 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 each reportable security involved;

o the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition);

o the price at which the transaction was effected;

o the name of the broker, dealer or bank with or through which the transaction was effected; and

Quarterly Brokerage Account Certification


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

Each quarter, all Investment Access Persons, Regular Access Persons and Non-Access Persons will be required to provide a complete list of all brokerage accounts as described above in the section entitled "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". This includes all brokerage accounts, including brokerage accounts that only contain securities exempt from reporting.

You will be asked to log into the John Hancock Personal Trading and Reporting System and verify that all brokerage accounts are listed and the following information is accurate:

o Account number;

o Account registration;

o Brokerage firm


Annual Certification


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

Limited Access Persons

At least annually (or additionally when the code of ethics has been significantly changed), you must provide a certification at a date designated by the Investment Compliance Department that:

(1) you have read and understood this code of ethics;

(2) you recognize that you are subject to its policies; and

(3) you have complied with its requirements.

You are required to make this certification to demonstrate that you understand the importance of these policies and your responsibilities under the code of ethics.

9. Limited Access Persons

There is an additional category of persons called "Limited Access" persons. This category consists only of directors of John Hancock Advisers, LLC, trustees of the John Hancock Financial Trends Fund, Inc. or an "interested person" of the John Hancock '40 Act funds who:

(a) are not also officers of John Hancock Advisers, LLC; and

(b) do not ordinarily obtain information about fund portfolio trades

An "interested person" of the John Hancock '40 Act funds has the meaning given to the term in Section 2(a)(19) of the '40 Act.

A more detailed definition of Limited Access persons, and a list of the policies that apply to them, is attached as Appendix C.

10. Subadvisers

A subadviser to a John Hancock '40 Act fund has a number of code of ethics responsibilities, as described in Appendix D.

11. Reporting Violations

If you know of any violation of our code of ethics, you have a responsibility to promptly report it to the Chief Compliance Officer of your company. You should also report any deviations from the controls and procedures that safeguard John Hancock Funds and the assets of our clients. You can request confidential treatment of your reporting action.


12. Interpretation and Enforcement

This code of ethics cannot anticipate every situation in which personal interests may be in conflict with the interests of our clients and fund investors. You should be responsive to the spirit and intent of this code of ethics as well as its specific provisions.

When any doubt exists regarding any code of ethics provision or whether a conflict of interest with clients or fund investors might exist, you should discuss the situation in advance with the Chief Compliance Officer of your company. The code of ethics is designed to detect and prevent fraud against clients and fund investors, and to avoid the appearance of impropriety. If you feel inequitably burdened by any policy, you should feel free to contact your Chief Compliance Officer or the Compliance and Business Practices Committee. Exceptions may be granted where warranted by applicable facts and circumstances. For example, exemption from some Personal Trading Requirements may be granted for transactions effected pursuant to an automatic investment plan.

To provide assurance that policies are effective, the Investment Compliance Department will monitor and check personal securities transaction reports and certifications against fund portfolio transactions. Additional administration and recordkeeping procedures are described in Appendix E.

The Chief Compliance Officer of your company has general administrative responsibility for this code of ethics as it applies to the access persons of your company; an appropriate Compliance Department will administer procedures to review personal trading reports. The Compliance and Business Practices Committee of John Hancock Funds approves amendments to the code of ethics and dispenses employee/officer sanctions for violations of the code of ethics. The Boards of Trustees/Directors of the open-end mutual funds and closed-end funds also approve amendments to the code of ethics and dispenses sanctions for access persons of the Funds who are not employees/officers. Accordingly, the Investment Compliance Department will refer violations to the Compliance and Business Practices Committee and/or the Boards of Trustees/Directors of the John Hancock '40 Act funds, respectively, for review and appropriate action. The following factors will be considered when determining a fine or other disciplinary action:

o the person's position and function (senior personnel may be held to a higher standard);

o the amount of the trade;

o whether the funds or accounts hold the security and were trading the same day;

o whether the violation was by a family member.

o whether the person has had a prior violation and which policy was involved.

o whether the employee self-reported the violation.

You can request reconsideration of any disciplinary action by submitting a written request.

No less frequently than annually, a written report of all material violations and sanctions, significant conflicts of interest and other related issues will be submitted to the boards of directors of the John Hancock '40 Act funds for their review. Sanctions for violations could include (but are not limited to)


fines, limitation of personal trading activity, suspension or termination of the violator's position with John Hancock Funds and/or a report to the appropriate regulatory authority.

13. Education of Employees

The Investment Compliance Department will provide a paper copy or electronic version of the Code of Ethics (and any amendments) to each person subject to this Code of Ethics. The Investment Compliance Department will also administer training of employees on the principles and procedures of the code of ethics.

Appendix A: Categories of Personnel

You have been notified about which of these categories applies to you, based on the Investment Compliance Department's understanding of your current role. If you have a level of investment access beyond that category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to immediately notify the Chief Compliance Officer of your company.

1) Investment Access person: You are an Investment Access person if you are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, a John Hancock fund, or Manulife Financial Corporation or its subsidiaries who, in connection with your regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a John Hancock fund.

(examples: portfolio managers, analysts, traders)

2) Regular Access person: You are a Regular Access person if you do not fit the definition of Investment Access Person, but you do fit one of the following two sub-categories:

o You are an officer (vice president and higher) or director of John Hancock Advisers, LLC, Sovereign Asset Management LLC or a John Hancock fund, unless you qualify as a Limited Access person--please see Appendix C for this definition.)

o You are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, a John Hancock fund or Manulife Financial Corporation or its subsidiaries , or a director, officer (vice president and higher) or employee of John Hancock Funds, LLC who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

(examples: Investment Operations personnel, Investment Compliance Department personnel, most Fund Financial Management personnel, investment administrative personnel, Technology Resources personnel with access to investment systems, attorneys and some legal administration personnel)


3) Non-Access person: You are a non-access person if you are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, John Hancock Funds, LLC or a John Hancock fund who does not fit the definitions of any of the other three categories (Investment Access Person, Regular Access Person or Limited Access Person). To be a non-access person, you must not have access to information regarding the purchase or sale of securities by a John Hancock fund or nonpublic information regarding the portfolio holdings in connection with your regular functions or duties.

(examples: wholesalers, inside wholesalers, certain administrative staff)

4) Limited Access Person: Please see Appendix C for this definition.

Appendix B: Preclearance Procedures

You should read the Code of Ethics to determine whether you must obtain a preclearance before you enter into a securities transaction. If you are required to obtain a preclearance, you should follow the procedures detailed below.

1. Pre-clearance for Public Securities including Derivatives, Futures, Options and Selling Short:

A request to pre-clear should be entered into the John Hancock Personal Trading & Reporting System.

The John Hancock Personal Trading & Reporting System is located under your Start Menu on your Desktop. It can be accessed by going to Programs/Personal Trading & Reporting/ Personal Trading & Reporting and by entering your Web Security Services user id and password.

If the John Hancock Personal Trading & Reporting System is not on your Desktop, please contact the HELP Desk at (617) 572-6950 for assistance.

The Trade Request Screen:

At times you may receive a message like "System is currently unavailable". The system is scheduled to be offline from 8:00 PM until 7:00 AM each night.

[GRAPHIC OMITTED]

Ticker/Security Cusip: Fill in either the ticker, cusip or security name with the proper information of the security you want to buy or sell. Then click the
[Lookup] button. Select one of the hyperlinks for the desired security, and the system will populate the proper fields Ticker, Security Cusip, Security Name and Security Type automatically on the Trade Request Screen.

If You Don't Know the Ticker, Cusip, or Security Name:

If you do not know the full ticker, you may type in the first few letters followed by an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of Intel, but all you can remember of the ticker is that it begins with int, so you enter int* for Ticker. If any tickers beginning with int are found, they are displayed on a new screen. Select the hyperlink of the one you want, and the system will populate Security Cusip, Security Name and Security Type automatically on the Trade Request Screen. If you do not know the full cusip, you may type in the first few numbers followed by an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of Microsoft, but all you can remember of the cusip is that it begins with 594918, so you enter 594918* for Ticker. If any cusips beginning with 594918 are found, they are displayed on a new screen. Select the hyperlink of the one you want, and the system will fill in Ticker, Security Name and Security Type automatically on the Trade Request Screen. If you do not know the Ticker but


have an idea of what the Security Name is, you may type in an asterisk, a few letters of the name and an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of American Brands, so you enter *amer* for Security Name. Any securities whose names have amer in them are displayed on a new screen, where you are asked to select the hyperlink of the one you want, and the system will fill in Ticker, Cusip and Security Type automatically on the Trade Request Screen.

Other Items on the Trade Request Screen:

Brokerage Account: Click on the dropdown arrow to the right of the Brokerage Account field to choose the account to be used for the trade.

Transaction Type: Choose one of the values displayed when you click the dropdown arrow to the right of this field.

Trade Date: You may only submit trade requests for the current date.

Note: One or more of these fields may not appear on the Request Entry screen if the information is not required. Required fields are determined by the Investment Compliance Department.

Click the [Submit Request] button to send the trade request to your Investment Compliance department.

Once you click the [Submit Request] button, you will be asked to confirm the values you have entered. Review the information and click the [Confirm] button if all the information is correct. After which, you will receive immediate feedback in your web browser. (Note: We suggest that you print out this confirmation and keep it as a record of the trade you have made). After this, you can either submit another trade request or logout.

Attention Investment Access Persons: If the system identifies a potential violation of the Ban on Short Term Profits Rule, your request will be sent to the Investment Compliance Department for review and you will receive feedback via the e-mail system.

Starting Over:

To clear everything on the screen and start over, click the [Clear Screen] button.

Exiting Without Submitting the Trade Request:

If you decide not to submit the trade request before clicking the [Submit Request] button, simply exit from the browser by clicking the [X] button on the upper right or by pressing [Alt+F4], or by clicking the Logout hyperlink on the lower left side of the screen.

Ticker/Security Name Lookup Screen:


You arrive at this screen from the Trade Request Screen, where you've clicked the [Lookup] button (see above, "If You Don't Know the Ticker, Cusip, or Security Name"). If you see the security you want to trade, you simply select its corresponding hyperlink, and you will automatically return to the Trade Request Screen, where you finish making your trade request. If the security you want to trade is not shown, that means that it is not recognized by the system under the criteria you used to look it up. Keep searching under other names (click the [Return to Request] button) until you are sure that the security is not in the system. If you determine that the desired security is not in the system, please contact a member of the Investment Compliance department to add the security for you. Contacts are listed below:

Fred Spring (617) 375-4987

Adding Brokerage Accounts:

To access this functionality, click on the Add Brokerage Account hyperlink on the left frame of your browser screen. You will be prompted to enter the Brokerage Account Number, Brokerage Account Name, Date Opened, and Broker. When you click the [Create New Brokerage Account] button, you will receive a message that informs you whether the account was successfully created.

[GRAPHIC OMITTED]

3. Pre-clearance for Private Placements and Initial Public Offerings:


You may request a preclearance of private placement securities or an Initial Public Offering by contacting Fred Spring via Microsoft Outlook (please "cc." Frank Knox on all such requests). Please keep in mind that the code of ethics prohibits Investment Access persons from purchasing securities in an initial public offering.

The request must include:

o the associate's name;

o the associate's John Hancock Funds' company;

o the complete name of the security;

o the seller (i.e the selling party if identified and/or the broker-dealer or placement agent) and whether or not the associate does business with those individuals or entities on a regular basis;

o the basis upon which the associate is being offered this investment opportunity;

o any potential conflict, present or future, with fund trading activity and whether the security might be offered as inducement to later recommend publicly traded securities for any fund or to trade through a particular broker-dealer or placement agent; and

o the date of the request.

Clearance of private placements or initial public offerings may be denied for any appropriate reason, such as if the transaction could create the appearance of impropriety. Clearance of initial public offerings will also be denied if the transaction is prohibited for a person due to his or her access category under the code of ethics.

Appendix C: Limited Access Persons

There are three types of Limited Access Persons--(1) Certain directors of the Adviser and (2) the trustees of the John Hancock Financial Trends Fund, Inc. and
(3) and the Directors of the John Hancock funds who are "interested persons" of the funds.

(1) Certain Directors of the Adviser:

You are a Limited Access person if you are a director of John Hancock Advisers, LLC or Sovereign Asset Management Co. and you meet the three following criteria:

(a) you are not also an officer of John Hancock Advisers, LLC, Sovereign Asset Management Co. or a John Hancock fund;

(b) you do not have access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any John Hancock fund or account; and

(c) you are not involved in making securities recommendations to clients and do not have access to such recommendations that are nonpublic.

(examples: directors of John Hancock Advisers, LLC or Sovereign Asset Management LLC who are not involved in the daily operations of the adviser)

If you are a Limited Access Person who fits this definition, the following policies apply to your category. These policies are described in detail in the code of ethics.


o General principles

o Inside information policy and procedures

o Broker letter/Duplicate Confirms*

o Initial/annual holdings reports*

o Quarterly transaction reports*

o Annual recertification

Preclearance requirement LIMITED: You only need to preclear any direct or indirect acquisition of beneficial ownership in any security in an initial public offering (an IPO) or in a limited offering (i.e. a private placement). To request preclearance of these securities, contact Fredrick Spring at fspring@jhancock.com and/or Frank Knox at Frank_Knox@manulifeusa.com.


*A Limited Access Person may complete this requirement under the code of ethics of another Manulife/John Hancock adviser or fund by the applicable regulatory deadlines and arrange for copies of the required information to be sent to the John Hancock Funds Compliance Department.


(2) The Independent Directors of the Funds: If you are a trustee of the John Hancock Financial Trends Fund, Inc. or a director to a John Hancock fund and an "interested person" of the fund within the meaning of the Investment Company Act of 1940, the following policies apply to your category. These policies are described in detail in the code of ethics.

o General principles

o Annual recertification

o Quarterly transaction report, but only if you knew (or should have known) that during the 15 calendar days before or after you trade a security, either:

(i) a John Hancock fund purchased or sold the same security, or

(ii) a John Hancock fund or John Hancock Advisers, LLC considered purchasing or selling the same security.

This policy applies to holdings in your personal accounts, those of a spouse, "significant other" or family members sharing your household, as well as all accounts over which you have discretion or give advice or information. If this situation occurs, it is your responsibility to contact the Chief Compliance Officer of your company and he will assist you with the requirements of the quarterly transaction report.

This means that the independent directors of the funds will not usually be required to file a quarterly transaction report--they are only required to file in the situation described above.

Appendix D: Subadvisers

Each subadviser to a John Hancock fund is subject to its own code of ethics, which must meet the requirements of Rule 17j-1 and Rule 204A-1.


Approval of Code of Ethics

Each subadviser to a John Hancock fund must provide a copy of its code of ethics to the trustees of the relevant John Hancock funds for approval initially and within 60 calendar days of any material amendment. The trustees will give their approval if they determine that the code:

o contains provisions reasonably necessary to prevent the subadviser's Access Persons (as defined in Rule 17j-1) from engaging in any conduct prohibited by Rule 17j-1;

o requires the subadviser's Access Persons to make reports to at least the extent required in Rule 17j-1(d);

o requires the subadviser to institute appropriate procedures for review of these reports by management or compliance personnel (as contemplated by Rule 17j-1(d)(3));

o provides for notification of the subadviser's Access Persons in accordance with Rule 17j-1(d)(4); and

o requires the subadviser's Access Persons who are Investment Personnel to obtain the pre-clearances required by Rule 17j-1(e);

Reports and Certifications

Each subadviser must provide an annual report and certification to John Hancock Advisers, LLC and the fund's trustees in accordance with Rule 17j-1(c)(2)(ii). The subadviser must also provide other reports or information that John Hancock Advisers, LLC may reasonably request.

Recordkeeping Requirements

The subadviser must maintain all records for its Access Persons as required by Rule 17j-1(f).

Appendix E: Administration and Recordkeeping

Adoption and Approval

The trustees of a John Hancock fund must approve the code of ethics of an adviser, subadviser or affiliated principal underwriter before initially retaining its services.

Any material change to a code of ethics of a John Hancock fund, John Hancock Funds, LLC, John Hancock Advisers, LLC or a subadviser to a fund must be approved by the trustees of the John Hancock Funds, including a majority of trustees who are not interested persons, no later than six months after adoption of the material change.

Administration

No less frequently than annually, John Hancock Funds, LLC, John Hancock Advisers, LLC, each subadviser and each John Hancock fund will furnish to the trustees of each John Hancock fund a written report that:

o describes issues that arose during the previous year under the code of ethics or the related procedures, including, but not limited to, information about material code or procedure violations, and


o certifies that each entity has adopted procedures reasonably necessary to prevent its access persons from violating its code of ethics.

Recordkeeping

The Investment Compliance Department will maintain:

o a copy of the current code of ethics for John Hancock Funds, LLC, John Hancock Advisers, LLC, Sovereign Asset Management LLC, and each John Hancock fund, and a copy of each code of ethics in effect at any time within the past five years.

o a record of any violation of the code of ethics, and of any action taken as a result of the violation, for six years.

o a copy of each report made by an Access person under the code of ethics, for six years (the first two years in a readily accessible place).

o a record of all persons, currently or within the past five years, who are or were required to make reports under the code of ethics. This record will also indicate who was responsible for reviewing these reports.

o a copy of each code of ethics report to the trustees, for six years (the first two years in a readily accessible place).

o a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Investment Access person of initial public offering securities or private placement securities, for six years.


Appendix F: Chief Compliance Officers

Entity                                          Chief Compliance Officer

John Hancock Advisers, LLC                      Frank Knox
Sovereign Asset Management LLC                  Frank Knox
Each open-end and closed-end fund advised       Frank Knox
by John Hancock Advisers, LLC
John Hancock Funds, LLC                         Michael Mahoney


LEGG MASON
CAPITAL MANAGEMENT

CODE OF ETHICS

Dated: February 28, 2006


TABLE OF CONTENTS

         Topic                                                              Page

I.       Introduction                                                          1

         A.       The Code's Principles                                        1

         B.       Application of the Code to Non-Employee Directors            2

         C.       Duty to Report Violations                                    2

II.      Personal Securities Transactions                                      2

         A.       Preclearance Requirements for Access Persons                 2

                  1.       General Requirement                                 2
                  2.       Trade Authorization Requests                        2
                  3.       Review of Form                                      2
                  4.       Length of Trade Authorization Approval              3
                  5.       No Explanation Required for Refusals                3

         B.       Prohibited Transactions                                      3

                  1.       Always Prohibited Securities Transactions           3

                           a.       Inside Information                         3
                           b.       Market Manipulation                        3
                           c.       Others                                     3

                  2.       Generally Prohibited Securities Transactions        3

                           a.       Mutual Fund Trading
                                    (All Access Persons)                       4
                           b.       One Day Blackout
                                    (All Access Persons)                       4
                           c.       60-Day Blackout
                                    (Investment Personnel only)                4
                           d.       Initial Public Offerings
                                    (Investment Personnel only)                4
                           e.       Private Placements
                                    (Investment Personnel only)                4
                           f.       Seven-Day Blackout
                                    (Portfolio Managers only)                  5

         C.       Exemptions                                                   5

1. Exemptions from Preclearance and Treatment as a Prohibited Transaction 5


                           a.       Mutual Funds                               5
                           b.       Section 529 Plans                          5
                           c.       No Knowledge                               5
                           d.       Legg Mason, Inc. Stock                     5
                           e.       Certain Corporate Actions                  5
                           f.       Systematic Investment Plans                5
                           g.       Options-Related Activity                   6
                           h.       Commodities, Futures, and Options
                                    on Futures                                 6
                           i.       Rights                                     6
                           j.       Miscellaneous                              6

                  2.      Exemption from Treatment as a Prohibited Transaction 6

                           a.       De Minimis Transactions                    6
                                    i.      Equity   Securities                6
                                    ii.     Fixed Income Securities            6
                           b.       Options on Broad-Based Indices             6

         E.       Reporting Requirements                                       7

                  1.      Initial and Periodic Disclosure of Personal Holdings
                          by Access Persons                                    7

2.       Transaction and Periodic Statement Reporting
                           Requirements                                        7

3. Disclaimers 7

4. Availability of Reports 7

III. Fiduciary Duties 8

A. Confidentiality 8

B. Gifts 8

1. Accepting Gifts 8

2. Solicitation of Gifts 8

3. Giving Gifts 8

C. Corporate Opportunities 8

D. Undue Influence 8

E. Service as a Director 9


IV.      Compliance with the Code of Ethics                                    9

         A.       Administration of the Code of Ethics                         9

                  1.       Investigating Violations of the Code                9

                  2.       Periodic Review                                     9

         B.       Remedies                                                     9

                  1.       Sanctions                                           9

         C.       Exceptions to the Code                                      10

         D.       Inquiries Regarding the Code                                10

V.       Definitions                                                          10

         "Access Person"                                                      10
         "Beneficial Interest"                                                10
         "Board of Directors"                                                 11
         "Chief Compliance Officer"                                           11
         "Code"                                                               11
         "Code of Ethics Review Committee"                                    11
         "Equivalent Security"                                                11
         "Federal Securities Laws"                                            11
         "Fund Adviser"                                                       12
         "Immediate Family"                                                   12
         "Investment Personnel" and "Investment Person"                       12
         "Legg Mason Capital Management"                                      12
         "Legg Mason Legal and Compliance"                                    12
         "Legg Mason Fund"                                                    12
         "Non-Employee Director"                                              12
         "Portfolio Manager"                                                  12
         "Preclearance Officer"                                               13
         "Securities Transaction"                                             13
         "Security"                                                           13
         "Supervised Person"                                                  13

VI.      Appendices to the Code                                               13

         Appendix 1  -  Contact Persons                                       i
         Appendix 2  -  Acknowledgement of Receipt of Code of Ethics
                        and Personal Holdings Report                          ii
         Appendix 3  -  Trade Authorization Request for Access Persons        iv
         Appendix 4  -  Certification of Access Person's Designee             v
         Appendix 5  -  Form Letter to Broker, Dealer, Bank or Mutual Fund    vi
         Appendix 6  -  Certification of No Beneficial Interest              vii


I. INTRODUCTION

Legg Mason Capital Management's core values are:

1. Excellence;
2. Thought Leadership, Intellectual Curiosity, and Creativity;
3. Flexibility and Adaptability;
4. Integrity and Honor; and
5. Respect and Kindness.

This Code of Ethics has been prepared consistent with, and in support of, the high value we place on integrity and honor.

The Code consists of principles and procedures. It is impossible to contemplate and institute procedures that address every situation and contingency. If you are ever presented with a situation that is not addressed by the procedures in the Code, but may conflict with our core values or the principles in the Code, please comply with the principles and spirit of the Code. Also, please consult with your supervisor or a Compliance Officer at any time if you are unsure whether any conduct is permitted or prohibited by the Code.

A. The Code's Principles. The Code is based on the following principles:

Clients Come First. Supervised Persons of Legg Mason Capital Management owe a fiduciary duty to clients and must avoid activities, interests and relationships that might interfere with making decisions in the best interests of any client. A Supervised Person may not induce or cause a client to take action, or not to take action, for the Supervised Person's personal benefit, rather than for the benefit of the client. For example, a Supervised Person would violate this Code by causing a client to purchase a Security the Supervised Person owned for the purpose of increasing the price of that Security.

Do Not Take Advantage. Supervised Persons may not use their knowledge of open, executed, or pending portfolio transactions to profit by the market effect of such transactions, nor may they use their knowledge of the identity, size, or price of any portfolio holding in a mutual fund managed by Legg Mason Capital Management to engage in short-term or other abusive trading in such fund.

Avoid Conflicts of Interest. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with Legg Mason Capital Management could call into question the exercise of a Supervised Person's independent judgment. Supervised Persons must therefore refrain from giving or accepting any gift that could impair their ability to perform their work for clients and Legg Mason Capital Management objectively and effectively.

Compliance with Applicable Law. The federal securities laws require us to include a provision in the Code that requires Supervised Persons to comply with applicable Federal Securities Laws. Please consult with your supervisor or a Compliance Officer if you are unsure whether your conduct complies with the federal securities laws.

1

B. Application of the Code to Non-Employee Directors. Notwithstanding the presumption in Rule 204A-1 that all directors should be classified as Access Persons, Legg Mason Capital Management has determined that its Non-Employee Directors are not Access Persons since they do not, in the ordinary course of business, (a) have access to nonpublic information regarding client transactions or portfolio holdings, or (b) participate in the making of recommendations, or have access to recommendations made, to clients. Each Non-Employee Director is subject to a separate Code of Ethics that is administered by Legg Mason Legal and Compliance and is compliant with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 ("Separate Code"). Pursuant to a delegation of authority, Legg Mason Capital Management delegated responsibility for administering the provisions of this Code that apply to Non-Employee Directors to Legg Mason Legal and Compliance. As such, all Non-Employee Directors will be deemed to be in compliance with this Code for as long as they (i) acknowledge in writing that that they have received the Separate Code, and (ii) remain subject to, and in compliance with, the provisions of the Separate Code.

C. Duty to Report Violations. Supervised Persons must promptly report all violations of this Code to the Chief Compliance Officer.

II. PERSONAL SECURITIES TRANSACTIONS

A. Preclearance Requirements for Access Persons.

1. General Requirement. Except for the transactions specified in
Section II.C.1, any Securities Transaction in which an Access Person has or acquires a Beneficial Interest must be precleared with a Preclearance Officer.

2. Trade Authorization Requests. Prior to entering an order for a Securities Transaction that requires preclearance, the Access Person must complete a Trade Authorization Request form (Appendix 3) and submit the completed form to a Preclearance Officer. The form requires Access Persons to provide certain information and to make certain representations.

An Access Person may designate another Supervised Person to complete the Trade Authorization Request form on his or her behalf. The Access Person's designee should complete the Trade Authorization Request form and the Certification of Access Person's Designee (Appendix 4) and submit both forms to a Preclearance Officer.

3. Review of Form. After receiving a completed Trade Authorization Request form, a Preclearance Officer will (a) review the information set forth in the form, (b) review information regarding past and pending transactions for clients of Legg Mason Capital Management, as necessary, and (c) as soon as reasonably practicable, determine whether to authorize the proposed Securities Transaction. The granting of authorization, and the date and time that authorization was granted, must be reflected on the form. The Preclearance Officer should provide one copy of the completed form to the Chief Compliance

2

Officer and one copy to the Access Person seeking authorization. A Preclearance Officer may not authorize his or her own securities transactions.

No order for a Securities Transaction for which preclearance is required may be placed prior to the receipt by the Access Person of authorization from a Preclearance Officer.

4. Length of Trade Authorization Approval. The authorization provided by a Preclearance Officer is effective until the earlier of (1) its revocation, (2) the close of business on the trading day immediately following the day on which authorization is granted (for example, if authorization is provided on a Monday, it is effective until the close of business on Tuesday), or (3) the moment the Access Person learns that the information in the Trade Authorization Request form is not accurate. If the order for the Securities Transaction is not placed within that period, a new authorization must be obtained before the Securities Transaction is placed. If the Securities Transaction is placed but has not been executed before the authorization expires (as, for example, in the case of a limit order), no new authorization is necessary unless the person placing the original order for the Securities Transaction amends it in any way, or learns that the information in the Trade Authorization Request form is not accurate.

5. No Explanation Required for Refusals. In some cases, a Preclearance Officer may refuse to authorize a Securities Transaction for a reason that is confidential. Preclearance Officers are not required to give an explanation for refusing to authorize any Securities Transaction.

B. Prohibited Transactions.

1. Always Prohibited Securities Transactions. The following Securities Transactions are prohibited and will not be authorized under any circumstances:

a. Inside Information. Any transaction in a Security by an Access Person who possesses material nonpublic information regarding the Security or the issuer of the Security;

b. Market Manipulation. Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading; and

c. Others. Any other transaction deemed by the Preclearance Officer to involve a conflict of interest, possible diversions of corporate opportunity, or an appearance of impropriety.

2. Generally Prohibited Securities Transactions. Unless exempted by
Section II.C, the following restrictions apply to the categories of Access Persons specified.

3

a. Mutual Fund Trading (All Access Persons). No Access Person may engage in a short-term trading strategy utilizing a mutual fund if such trading is prohibited by the mutual fund. The Legg Mason Funds prohibit Access Persons from selling (or exchanging out of) shares of a Legg Mason 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 Legg Mason Fund for the same account, including any individual retirement account or 401(k) participant account.

b. One Day Blackout (All Access Persons). Unless otherwise exempted by this Code, Access Persons are generally prohibited from purchasing or selling a Security on any day during which any Legg Mason Capital Management client has a pending buy or sell order, or has effected a buy or sell transaction, in the same Security (or Equivalent Security);

c. 60-Day Blackout (Investment Personnel only). Investment Personnel may not (1) purchase, or otherwise acquire a Beneficial Interest in, a Security within 60 days of a sale of, or other disposition of a Beneficial Interest in, the same Security (or an Equivalent Security), and (2) sell, or otherwise dispose of a Beneficial Interest in, a Security within 60 days of a purchase of, or other acquisition of a Beneficial Interest in, the same Security (or an Equivalent Security), if, in either case, a Legg Mason Capital Management client account held the same Security (or an Equivalent Security) at any time during the 60 day period prior to the proposed Securities Transaction; unless the Investment Person agrees to give up all profits on the transaction to a charitable organization specified in accordance with Section IV.B.I. ;

d. Initial Public Offerings (Investment Personnel only). Investment Personnel may not purchase a Security in an initial public offering (other than a new offering of a registered open-end investment company);

e. Private Placements (Investment Personnel only). Investment Personnel may only invest in a private placement after receiving approval from a Preclearance Officer. Prior to granting approval, the Preclearance Officer will review the proposed transaction and consider all of the relevant factors, including whether the investment opportunity should be reserved for client accounts. Investment Personnel who have acquired a Beneficial Interest in Securities in a private placement are required to disclose their Beneficial Interest to the Chief Compliance Officer. If the Investment Person is subsequently involved in a decision to buy or sell a Security (or an Equivalent Security) from the same issuer for a client account, then the decision to purchase or sell the Security (or an Equivalent Security) must be independently authorized by a Portfolio Manager with no personal interest in the issuer; and

4

f. Seven-Day Blackout (Portfolio Managers only). Portfolio Managers may not purchase or sell a Security within seven calendar days of a purchase or sale of the same Security (or Equivalent Security) by a Legg Mason Capital Management client account managed by that Portfolio Manager. For example, if a client account trades a Security on day one, day eight is the first day the Portfolio Manager may trade that Security for an account in which he or she has a Beneficial Interest.

C. Exemptions.

1. Exemptions from Preclearance and Treatment as a Prohibited Transaction. The following Securities Transactions are exempt from the preclearance requirements set forth in Section II.A. and the prohibited transaction restrictions set forth in Section II.B.2:

a. Mutual Funds. Any purchase or sale of a Security issued by a registered open-end investment company; provided such transaction is not in contravention of the provisions of Section II.B.2.a.

b. Section 529 Plans. Any purchase or sale of a Security issued in connection with a College Savings Plan established under
Section 529(a) of the Internal Revenue Code known as "Section 529 Plans";

c. No Knowledge. Securities Transactions where the Access Person has no knowledge of the transaction before it is completed (for example, Securities 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);

d. Legg Mason, Inc. Stock. Any purchase or sale of Legg Mason, Inc. stock. (From time to time, Legg Mason, Inc. may restrict the ability of employees of Legg Mason Capital Management to purchase or sell Legg Mason, Inc. stock.);

e. 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;

f. Systematic Investment Plans. Any acquisition of a security pursuant to a systematic investment plan. A systematic investment plan is one pursuant to which a prescribed investment will be made automatically on a regular, predetermined basis without affirmative action by the Access Person;

5

g. Options-Related Activity. Any acquisition or disposition of a security in connection with an option-related Securities 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 later exercised, the provisions of Sections II.A. and II.B. are not applicable to the sale of the underlying security;

h. Commodities, Futures, and Options on Futures. Any Securities Transaction involving commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks) and options on futures;

i. 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; and

j. Miscellaneous. Any transaction in the following: (1) bankers acceptances, (2) bank certificates of deposit, (3) commercial paper, (4) 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 Chief Compliance Officer on the ground that the risk of abuse is minimal or non-existent.

2. Exemption from Treatment as a Prohibited Transaction. The following Securities Transactions are exempt from certain of the prohibited transaction restrictions that are set forth in Section II.B.2. They are not exempt from the preclearance requirements set forth in Section II.A:

a. De Minimis Transactions. The prohibitions in Section II.B.2.b and B.2.f are not applicable to the following transactions:

i. Equity Securities. Any equity Security Transaction, or series of related transactions, effected over a thirty (30) calendar day period, involving 1000 shares or less in the aggregate if the issuer of the Security is listed on the New York Stock Exchange or has a market capitalization in excess of $1 billion.

ii. Fixed-Income Securities. Any fixed income Security Transaction, or series of related transactions, effected over a thirty (30) calendar day period, involving $100,000 principal amount or less in the aggregate.

b. Options on Broad-Based Indices. The prohibitions in Section
II.B.2.b, B.2.c, and B.2.f are not applicable to any Securities Transaction involving options on broad-based indices, including,

6

but not limited to: the S&P 500, the S&P 100, NASDAQ 100, Nikkei 300, NYSE Composite, and Wilshire Small Cap.

D. Reporting Requirements

1. Initial and Periodic Disclosure of Personal Holdings by Access Persons. Within ten (10) days of being designated as an Access Person and thereafter on an annual basis, an Access Person must acknowledge receipt and review of the Code and identify all Securities in which such Access Person has a Beneficial Interest on the Acknowledgement of Receipt of Code of Ethics and Personal Holdings Report (Appendix 2). The information regarding Securities holdings must be current as of a date no more than 45 days prior to the individual becoming an Access Person or the submission of the annual acknowledgment and report.

2. Transaction and Periodic Statement Reporting Requirements. An Access Person must arrange for the Chief Compliance Officer to receive directly from any broker, dealer, or bank that effects any Securities Transaction in which the Access Person has or acquires a Beneficial Interest, duplicate copies of each confirmation for each such transaction and periodic statements for each account in which such Access Person has a Beneficial Interest. Unless a written exception is granted by the Chief Compliance Officer, an Access Person must also arrange for the Chief Compliance Officer to receive directly from any mutual fund that effects any Securities Transaction in which the Access Person has or acquires a Beneficial Interest duplicate copies of periodic statements (no less frequently than quarterly) for each account in which such Access Person has a Beneficial Interest. Access Persons must ensure that their broker, dealer, bank or mutual fund is able to provide duplicate quarterly statements no later than 30 days after the close of each calendar quarter. Attached as Appendix 5 is a form of letter that may be used to request such documents from such entities. Access Persons are not required to arrange for the delivery of duplicate copies of Legg Mason 401(k) participant account statements.

If an Access Person opens an account at a broker, dealer, bank, or mutual fund that has not previously been disclosed, the Access Person must promptly notify the Chief Compliance Officer in writing of the existence of the account and make arrangements to comply with the requirements set forth herein.

3. Disclaimers. Access Persons may include on any Securities Transaction report a statement that the provision of the report should not be construed as an admission by the Access Person that he or she has any direct or indirect Beneficial Interest in the Security to which the report relates.

4. Availability of Reports. All information supplied pursuant to this Code may be made available for inspection to the Board of Directors, Legg Mason Capital Management senior management, the board of directors of each Legg Mason Fund, the Code of Ethics Review Committee, Legg Mason Legal and Compliance, Preclearance Officers, the

7

Access Person's department manager (or designee), any party to which any investigation is referred by any of the foregoing, the Securities Exchange Commission, any state securities commission, and any attorney or agent of the foregoing.

III. FIDUCIARY DUTIES

A. Confidentiality. Supervised Persons are prohibited from revealing information relating to clients, including their identity, and to the investment intentions, activities or portfolio of any client of Legg Mason Capital Management, except to persons whose responsibilities require knowledge of the information.

B. Gifts. The following provisions on gifts apply to all Supervised Persons.

1. Accepting Gifts. On occasion, because of their position with Legg Mason Capital Management, Supervised Persons 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 Legg Mason Capital Management. Gifts of a nominal value (i.e., gifts from one source that have a value of no more than $250 a year), and customary business meals, entertainment (e.g., sporting events), and promotional items (e.g., pens, mugs, T-shirts) may be accepted. In no event may a Supervised Person accept a gift if that person feels that he or she will become obligated to repay the donor with corporate business.

If a Supervised Person receives any gift that has more than a nominal value, the Supervised Person must immediately inform the Chief Compliance Officer.

2. Solicitation of Gifts. Supervised Persons may not solicit gifts or gratuities.

3. Giving Gifts. Absent the approval of the Chief Compliance Officer, neither Legg Mason Capital Management nor any Supervised Person may give gifts with an aggregate value in excess of $250 per year to persons associated with securities or financial organizations, including exchanges, other member organizations, commodity firms, news media, or clients of the firm.

C. Corporate Opportunities. Supervised Persons may not take personal advantage of any opportunity properly belonging to a client of Legg Mason Capital Management. For example, a Supervised Person should not request permission to acquire a Beneficial Interest in a Security of limited availability without first evaluating whether such Security is appropriate for client accounts.

D. Undue Influence. Supervised Persons may not cause or attempt to cause any client account to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Supervised Person. If a Supervised Person stands to benefit materially from an investment decision for a client account, and the Supervised Person is making or participating in the investment decision, then the Supervised Person must disclose the potential benefit to those persons with authority to make investment decisions for the client account (or, if the

8

Supervised Person in question is a person with authority to make investment decisions for the client account, to the Chief Compliance Officer). The person to whom the Supervised Person reports the interest, in consultation with the Chief Compliance Officer, must determine whether or not the Supervised Person will be restricted in making or participating in the investment decision.

E. Service as a Director. No Supervised Person may serve on the board of directors of a publicly-held company (other than the Legg Mason Funds) absent prior written authorization by the Chief Compliance Officer and the Code of Ethics Review Committee. This authorization will rarely, if ever, be granted and, if granted, will normally require that the affected Supervised Person be isolated, through informational barriers or other procedures, from those making investment decisions related to the issuer on whose board the Supervised Person sits.

IV. COMPLIANCE WITH THE CODE OF ETHICS

A. Administration of the Code of Ethics

1. Investigating Violations of the Code. The Chief Compliance Officer is responsible for investigating any suspected violation of the Code and shall, as necessary, report the results of each investigation to senior management of Legg Mason Capital Management and to clients that require such information. For example, the Legg Mason Funds maintains the Code of Ethics Review Committee. Legg Mason Capital Management is required to report all violations of the Code to the committee. The Code of Ethics Review Committee is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code that relates to the Legg Mason Funds. Any material violations relating to the Legg Mason Funds are reported to the board of directors of the relevant Legg Mason Funds.

2. Periodic Review. The Chief Compliance Officer will review the Code periodically in light of legal and business developments and experience in implementing the Code, and will make such amendments as are deemed appropriate. Promptly following each material amendment, a new version of the Code will be delivered to each Supervised Person.

B. Remedies

1. Sanctions. If the Chief Compliance Officer determines that a Supervised Person has committed a violation of the Code, Legg Mason Capital Management may impose sanctions and take other actions as deemed appropriate, including the issuance of a letter of caution or warning, suspension of personal trading rights, suspension of employment (with or without compensation), issuance of a fine, civil referral to the Securities and Exchange Commission, criminal referral, and termination of the employment of the violator for cause. Legg Mason Capital Management may also require the Supervised Person to reverse the transaction in question and forfeit any profit or absorb any loss associated or derived as a result. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in the imposition of additional sanctions.

9

C. Exceptions to the Code. Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if, in the opinion of the Chief Compliance Officer, the proposed conduct involves negligible opportunity for abuse. All such exceptions must be in writing and any exceptions relating to a Legg Mason Fund must be reported as soon as practicable to the Code of Ethics Review Committee and at its next regularly scheduled meeting after the exception is granted.

D. Inquiries Regarding the Code. The Chief Compliance Officer or an authorized designee will answer any questions about this Code or any other compliance-related matters.

V. DEFINITIONS

When used in the Code, the following terms have the meanings set forth below:

"Access Person" means:

(1) except as described below, (a) every director or officer of Legg Mason Funds Management, Inc. and Legg Mason Capital Management, Inc., and (b) the Managing Member of LMM LLC;

(2) every employee of Legg Mason Capital Management, who in connection with his or her regular functions, (a) obtains information regarding the portfolio holdings of a client of Legg Mason Capital Management prior to public dissemination, or (b) makes, participates in, or obtains information regarding the purchase or sale of a Security by a client account;

and

(3) such other persons as a Chief Compliance Officer shall designate.

Any uncertainty as to whether an individual is an Access Person should be brought to the attention of the Chief Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of "Access Person" found in Rule 204A-1 promulgated under the Investment Advisers Act of 1940, as amended. Notwithstanding the presumption in Rule 204A-1 that all directors should be classified as Access Persons, Legg Mason Capital Management has determined that its Non-Employee Directors are not Access Persons since they do not, in the ordinary course of business, (a) have access to nonpublic information regarding client transactions or portfolio holdings, or (b) participate in the making of recommendations, or have access to recommendations made, to clients.

"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.

An Access Person is deemed to have a Beneficial Interest in the following:

(1) any Security owned individually by the Access Person;

10

(2) any Security owned jointly by the Access Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and

(3) any Security in which a member of the Access Person's Immediate Family has a Beneficial Interest if the Security is held in an account over which the Access Person has decision making authority (for example, the Access Person acts as trustee, executor, or guardian).

In addition, an Access Person is presumed to have a Beneficial Interest in any Security in which a member of the Access Person's Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the Access Person. This presumption may be rebutted if the Access Person provides the Chief Compliance Officer with satisfactory assurances that the Access Person does not have an ownership interest, individual or joint, in the Security and exercises no influence or control over investment decisions made regarding the Security. Access Persons may use the form attached as Appendix 6 (Certification of No Beneficial Interest) in connection with such requests.

Any uncertainty as to whether an Access Person has a Beneficial Interest in a Security should be brought to the attention of the Chief 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, as amended.

"Board of Directors" means the board of directors of Legg Mason Capital Management, Inc. and Legg Mason Funds Management, Inc., and the Managing Member of LMM LLC.

"Chief Compliance Officer" means the individual identified as the Chief Compliance Officer in Appendix 1, and such person's designees.

"Code" means this Code of Ethics, as amended.

"Code of Ethics Review Committee" means the Legg Mason Funds Code of Ethics Review Committee as set forth on Appendix 1.

"Equivalent Security" means any Security issued by the same entity as the issuer of a subject Security, that is exchangeable for or convertible into the underlying Security including but not limited to: 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 securities are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

"Federal Securities Laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, and any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

"Fund Adviser" means any entity that acts as a manager, adviser or sub-adviser to a Legg Mason Fund.

11

"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 adoptive relationships and other relationships (whether or not recognized by law) that a Chief Compliance Officer determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.

"Investment Personnel" and "Investment Person" mean:

(1) Each Portfolio Manager; and

(2) Any Access Person 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 a client account, including an Access Person who designs a model portfolio, or who helps execute a Portfolio Manager's decision.

"Legg Mason Capital Management" means, collectively, Legg Mason Capital Management, Inc., Legg Mason Funds Management, Inc., and LMM LLC

"Legg Mason Legal and Compliance" means the Asset Management Group of the Legal and Compliance Department of Legg Mason, Inc.

"Legg Mason Fund" means an investment company registered under the Investment Company Act of 1940 (or a portfolio or series thereof, as the case may be) that is part of the Legg Mason Family of Funds, including, but not limited to, each or all of the series in the Legg Mason Income Trust, Inc., Legg Mason Cash Reserve Trust, Legg Mason Tax Exempt Trust, Inc., Legg Mason Tax Free Income Fund, Legg Mason Value Trust, Inc., Legg Mason Special Investment Trust, Inc., Legg Mason Growth Trust, Inc., Legg Mason Global Trust, Inc., Legg Mason Investors Trust, Inc., Legg Mason Light Street Trust, Inc., Legg Mason Investment Trust, Inc., and Legg Mason Charles Street Trust, Inc.

"Non-Employee Director" means a person that is a Supervised Person exclusively by reason of his or her service as a member of the Board of Directors who does not, in the ordinary course of his or her business (a) obtain information regarding the portfolio holdings of any Legg Mason Capital Management client prior to public dissemination, (b) obtain information regarding the purchase or sale of Securities for any client of Legg Mason Capital Management prior to public dissemination, or (c) perform any functions or duties that relate to the making of recommendations concerning the purchase or sale of securities by Legg Mason Capital Management.

"Portfolio Manager" means a person who has or shares primary responsibility for the day-to-day management of the portfolio of a client.

12

"Preclearance Officer" means each person designated as a Preclearance Officer in Appendix 1 hereof or such person's designee.

"Securities Transaction" means a purchase or sale of Securities in which an Access Person has or acquires a Beneficial Interest.

"Security" includes 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 or options on futures, but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.

"Supervised Person" means any officer, director (or other person occupying a similar status or performing similar functions) or employee of Legg Mason Capital Management.

VI. APPENDICES TO THE CODE

The following appendices are attached to and are a part of the Code:

Appendix 1. Contact Persons
Appendix 2. Acknowledgement of Receipt of Code of Ethics and Personal Holdings Report
Appendix 3. Trade Authorization Request for Access Persons Appendix 4. Certification of Access Person's Designee Appendix 5. Form Letter to Broker, Dealer, Bank, or Mutual Fund Company Appendix 6. Certification of No Beneficial Interest

13

Appendix 1

CONTACT PERSONS

CHIEF COMPLIANCE OFFICER

Neil P. O'Callaghan

DESIGNEES OF THE CHIEF COMPLIANCE OFFICER

Moira M. Donovan
Joe Krcma
Andrew J. Bowden
Jennifer W. Murphy
Laura A. Boydston

PRECLEARANCE OFFICERS

Neil P. O'Callaghan
Moira M. Donovan
Joe Krcma
Andrew J. Bowden
Jennifer W. Murphy
Laura A. Boydston

LEGG MASON FUNDS CODE OF ETHICS REVIEW COMMITTEE

Dick Wachterman
Mark R. Fetting
Edward A. Taber, III
Deepak Chowdhury
Neil P. O'Callaghan
Amy Olmert

i

Appendix 2

ACKNOWLEDGEMENT OF RECEIPT OF CODE OF ETHICS AND
PERSONAL HOLDINGS REPORT

I acknowledge that I have received the Code and represent that:

1. I have read the Code and I understand that it applies to me and to all Securities 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 Securities owned by members of my Immediate Family and that Securities Transactions effected by members of my Immediate Family may therefore be subject to this Code.

2. I agree to comply with all of the provisions of the Code that apply to me.

3. I acknowledge that I may be required to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Code.

4. Below is a list of all Brokerage Accounts and Mutual Fund Accounts that hold Securities in which I may be deemed to have a Beneficial Interest. I have arranged for duplicates of each account statement to be sent to the Chief Compliance Officer:

A. Brokerage Accounts: If this is the first time I have identified an account, I have attached the most recent account statement (current as of a date no more than 45 days prior to the date I execute this report). If I do not have a Beneficial Interest in any Brokerage Accounts, I have indicated "None" below.

------------------------ -------------------- --------------------

 NAME OF BROKERAGE FIRM      ACCOUNT TITLE       ACCOUNT NUMBER
------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

------------------------ -------------------- --------------------

Attach a separate sheet if more space is necessary)

B. Mutual Fund Accounts: I understand that, for purposes of this report, Mutual Fund Accounts are accounts in which I can exclusively transact in mutual funds. If I have the ability to transact in other types of securities in an account, I will include the account above in my list of Brokerage Accounts. If this is the first time I have identified a Mutual Fund Account, I have attached the most recent account statement (current as of a date no more than 45 days prior to the date I execute this report). If I do not have a Beneficial Interest in any Mutual Fund Accounts, I have indicated "None" below.

----------------------------- -------------------- --------------------

 NAME OF MUTUAL FUND COMPANY      ACCOUNT TITLE       ACCOUNT NUMBER
----------------------------- -------------------- --------------------
----------------------------- -------------------- --------------------

----------------------------- -------------------- --------------------
----------------------------- -------------------- --------------------

----------------------------- -------------------- --------------------
----------------------------- -------------------- --------------------

----------------------------- -------------------- --------------------
----------------------------- -------------------- --------------------

----------------------------- -------------------- --------------------
----------------------------- -------------------- --------------------

----------------------------- -------------------- --------------------
----------------------------- -------------------- --------------------

----------------------------- -------------------- --------------------
----------------------------- -------------------- --------------------

----------------------------- -------------------- --------------------
          (Attach a separate sheet if more space is necessary)

ii

5. If I have a Beneficial Interest in any Securities that are not held in any of the accounts identified above (e.g., private investments, limited partnership interests), the Securities are listed below. The list of Securities is current as of a date no more than 45 days prior to the date I execute this report. Indicate "None" if appropriate.

-------------------- ---------------------- ------------------------------------
 OWNER OF SECURITY      NAME OF SECURITY     NUMBER OF SHARES/PRINCIPAL AMOUNT
-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------

-------------------- ---------------------- ------------------------------------
          (Attach a separate sheet if more space is necessary)

6. The following is a list of publicly-held companies (other than Legg Mason, Inc. or any Legg Mason Fund) for which I serve as a member of the board of directors. Indicate "None" if appropriate.

--------------------------------- ---------------------------------------------
         NAME OF COMPANY                     BOARD MEMBER SINCE
--------------------------------- ---------------------------------------------

--------------------------------- ---------------------------------------------

--------------------------------- ---------------------------------------------

--------------------------------- ---------------------------------------------

--------------------------------- ---------------------------------------------

7. I certify that the information in this report is accurate and complete.


Access Person's Name


Access Person's Signature Date

iii

Appendix 3

TRADE AUTHORIZATION REQUEST FOR ACCESS PERSONS

1. Name of Access Person:

2. Account Title:

3. Account Number:

4. Name of Security:

5. Maximum number of shares or units to be purchased or sold or amount of bond:

6. Name and phone number of broker to effect transaction:

7. Check applicable boxes: Purchase[ ] Sale[ ] Market Order[ ] Limit Order[ ]

8. In connection with the foregoing transaction, I hereby make the following representations and warranties:

(a) I do not possess any material nonpublic information regarding the Security or the issuer of the Security.

(b) By entering this order, I am not using knowledge of any open, executed, or pending transaction by a Legg Mason Capital Management client to profit by the market effect of such transaction.

(c) (Investment Personnel Only). The Security is not being acquired in an initial public offering.

(d) (Investment Personnel Only). The Security is not being acquired in a private placement or, if it is, I have reviewed Section II.B.2.e of the Code and have attached hereto a written explanation of such transaction.

(e) (Investment Personnel Only). If I am purchasing the Security, and if the same or an Equivalent Security has been held within the past 60 days by any Legg Mason Capital Management client account, I have not directly or indirectly (through any member of my Immediate Family, any account in which I have a Beneficial Interest or otherwise) sold the Security or an Equivalent Security in the prior 60 days.

(f) (Investment Personnel Only) If I am selling the Security, and if the same or an Equivalent Security has been held within the past 60 days by any Legg Mason Capital Management client account, I have not directly or indirectly (through any member of my Immediate Family, any account in which I have a Beneficial Interest or otherwise) purchased the Security or an Equivalent Security in the prior 60 days.

(g) I believe that the proposed trade fully complies with the requirements of the Code.

   __________________________________       ______________       _______________
   Access Person's Signature                Date                 Time

--------------------------------------------------------------------------------
                         TRADE AUTHORIZATION OR DENIAL
                   (to be completed by Preclearance Officer)

   __________________________________       ______________       _______________
   Name of Preclearance Officer             Date                 Time

   __________________________________       o Approved           o Denied
   Signature of Preclearance Officer
--------------------------------------------------------------------------------

iv

Appendix 4

CERTIFICATION OF ACCESS PERSON'S DESIGNEE

The undersigned hereby certifies that the Access Person named on the attached Trade Authorization Request for Access Persons (a) directly instructed me to complete the attached form on his or her behalf, and (b) confirmed to me that the representations and warranties contained in the attached Form are accurate.


Access Person's Designee


Print Name


Date

v

Appendix 5

FORM LETTER TO BROKER, DEALER, BANK OR MUTUAL FUND COMPANY

(Date)

(Name and Address)

Subject: Account # ______________________

Dear _______________________________:

My employer is a registered investment adviser and maintains a Code of Ethics compliant with Rule 204A-1 promulgated under the Investment Advisers Act of 1940, as amended. In order to assist me with my compliance with my employer's Code of Ethics, please send duplicate confirmations of individual transactions as well as duplicate periodic statements for the referenced account directly to:

Legg Mason Capital Management 100 Light Street, 21st Floor, Baltimore, MD 21201 Attn: Code of Ethics

Thank you for your cooperation. If you have any questions, please contact me at _______________________________.

Sincerely,

(Name of Access Person)

vi

Appendix 6

CERTIFICATION OF NO BENEFICIAL INTEREST

I have read the Code and I understand that it applies to me and to all Securities 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 Securities owned by certain members of my Immediate Family and that Securities Transactions effected by members of my Immediate Family may therefore be subject to the Code.

The following accounts are maintained by one or more members of my Immediate Family who reside in my household:

Relationship of Immediate Account Name Family Member Account Number Brokerage Firm

I certify that with respect to each of the accounts listed above (initial each box):

[ ] I do not own individually or jointly with others any of the securities held in the account.

[ ] I do not influence or control investment decisions for the account.

I agree that I will notify the Chief Compliance Officer immediately if any of the information I have provided in this certification becomes inaccurate or incomplete.


Access Person's Signature


Print Name


Date

vii

LORD, ABBETT & CO. LLC
LORD ABBETT DISTRIBUTOR LLC
(together, "Lord Abbett")

AND
LORD ABBETT FAMILY OF FUNDS (the "Funds")

CODE OF ETHICS

I. Standards of Business Conduct and Ethical Principles

Lord Abbett's focus on honesty and integrity has been a critical part of its culture since the firm's founding in 1929. Lord Abbett is a fiduciary to the Funds and to its other clients. In recognition of these fiduciary obligations, the personal investment activities of any officer, director, trustee or employee of the Funds or any partner or employee of Lord Abbett will be governed by the following general principles: (1) Covered Persons(1) have a duty at all times to place first the interests of Fund shareholders and, in the case of employees and partners of Lord Abbett, beneficiaries of managed accounts; (2) all securities transactions by Covered Persons shall be conducted consistent with this Code 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) Covered Persons should not take inappropriate advantage of their positions with Lord Abbett or the Funds; (4) Covered Persons must comply with the Federal Securities Laws; and (5) Covered Persons are required to maintain all internally distributed and/or proprietary information as confidential; this information should not be disclosed or discussed with people outside Lord Abbett.

II. Specific Prohibitions

No person covered by this Code, shall purchase or sell a security, except an Excepted Security, if there has been a determination to purchase or sell such security for a Fund (or, in the case of any employee or partner of Lord Abbett, for another client of Lord Abbett), or if such a purchase or sale is under consideration for a Fund (or, in the case of an employee or partner of Lord Abbett, for another client of Lord Abbett), nor may such person have any dealings in a security that he may not purchase or sell for any other account in which he has Beneficial Ownership, or disclose the information to anyone, until such purchase, sale or contemplated action has either been completed or abandoned.


(1) See Definitions in Section VIII

III. Obtaining Advance Approval

Except as provided in Sections V and VI of this Code, all proposed transactions in securities (privately or publicly owned) by Covered Persons, except transactions in Excepted Securities and Excepted Transactions, should be approved consistent with the provisions of this Code. In order to obtain approval, the Covered Person must send their request to the Legal Department. The approval request form and instructions for completing the form can be found under "Legal Department/Code of Ethics" in the Public Folders on your computer. After approval has been obtained, the Covered Person may act on it within the two business days following the date of approval, unless he sooner learns of a contemplated action by Lord Abbett. After the two business days, or upon hearing of such contemplated action, a new approval must be obtained.

Furthermore, in addition to the above requirements, partners and employees directly involved must disclose information they may have concerning securities they may want to purchase or sell to any portfolio manager who might be interested in the securities for the portfolios they manage.

IV. Reporting and Certification Requirements; Brokerage Confirmations

(1) Except as provided in Sections V and VI of this Code, within 30 days following the end of each calendar quarter each Covered Person must file with Lord Abbett's Chief Compliance Officer a signed Personal Securities Transaction Reporting Form. The form must be signed and filed whether or not any security transaction has been effected. If any transaction has been effected during the quarter for the Covered Person's account or for any account in which he has a direct or indirect Beneficial Ownership, it must be reported. Excepted from this reporting requirement are transactions effected in any accounts over which the Covered Person has no direct or indirect influence or control (a "Fully Discretionary Account", as defined in Section VI) and transactions in Excepted Securities. Securities acquired in an Excepted Transaction should be reported, except that securities acquired through an automatic investment plan do not need to be reported, unless any transaction is outside the pre-set schedule or a pre-existing allocation. Lord Abbett's Chief Compliance Officer, or persons under his direction, are responsible for reviewing these transactions and must bring any apparent violation to the attention of the General Counsel of Lord Abbett. The Personal Securities Transaction Reporting Form of the Chief Compliance Officer shall be reviewed by the General Counsel.

(2) Each employee and partner of Lord Abbett will upon commencement of employment (within 10 business days) (the "Initial Report") and annually thereafter (the "Annual Report") disclose all personal securities holdings and annually certify that: (i) they have read and understand this Code and recognize they are subject hereto; and (ii) they have complied with the requirements of this Code and disclosed or reported all securities

2

transactions required to be disclosed or reported pursuant to the requirements of this Code. Security holdings information for the Initial Report and the Annual Report must be current as of a date not more than 45 days prior to the date of that Report.

(3) Each employee and partner of Lord Abbett will direct his brokerage firms to send copies of all trade confirmations and all monthly statements directly to the Legal Department.

(4) Each employee and partner of Lord Abbett who has a Fully-Discretionary Account shall disclose all pertinent facts regarding such Account to Lord Abbett's Chief Compliance Officer upon commencement of employment. Each such employee or partner shall thereafter annually certify on the prescribed form that he or she has not and will not exercise any direct or indirect influence or control over such Account, and has not discussed any potential investment decisions with such independent fiduciary in advance of any such transactions. Such independent fiduciary shall confirm initially, and annually thereafter, the accuracy of the facts as stated by the Lord Abbett employee or partner.

V. Special Provisions Applicable to Outside Directors and Trustees of the Funds

The primary function of the Outside Directors and Trustees of the Funds is to set policy and monitor the management performance of the Funds' officers and employees and the partners and employees of Lord Abbett involved in the management of the Funds. Although they receive information after the fact as to portfolio transactions by the Funds, Outside Directors and Trustees are not given advance information as to the Funds' contemplated investment transactions.

An Outside Director or Trustee wishing to purchase or sell any security will therefore generally not be required to obtain advance approval of his security transactions. If, however, during discussions at Board meetings or otherwise an Outside Director or Trustee should learn in advance of the Funds' current or contemplated investment transactions, then advance approval of transactions in the securities of such company(ies) shall be required for a period of 30 days from the date of such Board meeting. In addition, an Outside Director or Trustee can voluntarily obtain advance approval of any security transaction or transactions at any time.

No report described in Section IV (1) will be required of an Outside Director or Trustee unless he knew, or in the ordinary course of fulfilling his official duties as a director or trustee should have known, at the time of his transaction, that during the 15-day period immediately before or after the date of the transaction (i.e., a total of 30 days) by the Outside Director or Trustee such security was or was to be purchased or sold by any of the Funds or such a purchase or sale was or was to be considered by a Fund. If he makes any transaction requiring such a report, he must report all securities transactions effected during the quarter for his account or for any account in which he has a direct or indirect Beneficial Ownership

3

interest and over which he has any direct or indirect influence or control. Each Outside Director and Trustee will direct his brokerage firm to send copies of all confirmations of securities transactions to the Legal Department, and annually make the certification required under Section IV(2)(i) and (ii). Outside Directors' and Trustees' transactions in Excepted Securities are excepted from the provisions of this Code.

It shall be prohibited for an Outside Director or Trustee to trade on material non-public information. Prior to accepting an appointment as a director of any public company, an Outside Director or Trustee will advise Lord Abbett and discuss with Lord Abbett's Managing Partner whether accepting such appointment creates any conflict of interest or other issues.

If an Outside Director or Trustee, who is a director or an employee of, or consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt of such options, nor the exercise of those options and the receipt of the underlying security, requires advance approval from Lord Abbett. Further, neither the receipt nor the exercise of such options and receipt of the underlying security is reportable by such Outside Director or Trustee.

VI. Additional Requirements relating to Partners and Employees of Lord Abbett

It shall be prohibited for any partner or employee of Lord Abbett:

(1) To obtain or accept favors or preferential treatment of any kind or gift or other thing (other than an occasional meal or ticket to a sporting event or theatre, or comparable entertainment, which is neither so frequent nor so extensive as to raise any question of propriety) having a value of more than $100 from any person or entity that does business with or on behalf of the Funds;

(2) to trade on material non-public information or otherwise fail to comply with the Firm's Statement of Policy and Procedures on Receipt and Use of Inside Information adopted pursuant to Section 15(f) of the Securities Exchange Act of 1934 and Section 204A of the Investment Advisers Act of 1940. For additional information regarding these policies and procedures, please refer to Lord Abbett's inside information policy;

(3) to trade in options with respect to securities covered under this Code;

(4) to profit in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days (any profits realized on such short-term trades shall be disgorged to the appropriate Fund or as otherwise determined);

(5) to trade in futures or options on commodities, currencies or other financial instruments, although the Firm reserves the right to make rare exceptions in unusual circumstances which have been approved by the Firm in advance;

4

(6) to engage in short sales or purchase securities on margin;

(7) to buy or sell any security within seven business days before or after any Fund (or other Lord Abbett client) trades in that security (any profits realized on trades within the proscribed periods shall be disgorged to the Fund (or the other client) or as otherwise determined);

(8) to subscribe to new or secondary public offerings, even though the offering is not one in which the Funds or Lord Abbett's advisory accounts are interested;

(9) to become a director of any company without Lord Abbett's prior consent and implementation of appropriate safeguards against conflicts of interest;

(10) to engage in market timing activities with respect to the Funds;

(11) to purchase any security of a company that has a market capitalization at the time of purchase below $3 billion; or

(12) to participate in an outside business activity without Lord Abbett's prior consent.

Any purchase of a Fund (other than Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund) by a partner or employee of Lord Abbett (whether with respect to the Profit Sharing Plan or in any other account) must be held for a minimum of 60 days. This 60-day minimum holding period also applies to any other mutual fund advised or sub-advised by Lord Abbett. Any request for an exception to this requirement must be approved in writing in advance by Lord Abbett's Managing Partner and its General Counsel (or by their designees). Lord Abbett shall promptly report to the Funds' Boards any approved exception request to this minimum holding period.

In connection with any request for approval, pursuant to Section III of this Code, of an acquisition by partners or employees of Lord Abbett of any securities in a private placement, prior approval will take into account, among other factors, whether the investment opportunity should be reserved for any of the Funds and their shareholders (or other clients of Lord Abbett) and whether the opportunity is being offered to the individual by virtue of the individual's position with Lord Abbett or the Funds. An individual's investment in privately-placed securities will be disclosed to the Managing Partner of Lord Abbett if such individual is involved in consideration of an investment by a Fund (or other client) in the issuer of such securities. In such circumstances, the Fund's (or other client's) decision to purchase securities of the issuer will be subject to independent review by personnel with no personal interest in the issuer.

If a spouse of a partner or employee of Lord Abbett who is a director or an employee of, or a consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt nor the exercise of those options requires advance approval from Lord

5

Abbett or reporting. Any subsequent sale of the security acquired by the option exercise by that spouse would require advance approval and is a reportable transaction.

Advance approval is not required for transactions in any account of a Covered person if the Covered Person has no direct or indirect influence or control with respect to transactions in the account (a "Fully-Discretionary Account"). A Covered Person will be deemed to have "no direct or indirect influence or control" over an account only if: (i) investment discretion for the account has been delegated to an independent fiduciary and such investment discretion is not shared with the employee; (ii) the Covered Person certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary before any transaction; (iii) the independent fiduciary confirms in writing the representations by the Covered Person regarding the Covered Person's having no direct or indirect influence or control over the account;(2) and (iv) the Chief Compliance Officer of Lord Abbett has determined that the account satisfies these requirements. Annually thereafter, the Covered Person and the independent fiduciary shall certify in writing that the representations of subparagraphs (ii) and (iii) of this paragraph remain correct. Transactions in Fully-Discretionary Accounts by an employee or partner of Lord Abbett are not subject to the post-trade reporting requirements of this Code.

VII. Enforcement and Reporting of Violations

The General Counsel for Lord Abbett and Lord Abbett's Chief Compliance Officer are charged with the responsibility of enforcing this Code, and may appoint one or more employees to aid them in carrying out their enforcement responsibilities. The Chief Compliance Officer shall implement a procedure to monitor compliance with this Code through an ongoing review of personal trading records provided under this Code against transactions in the Funds and managed portfolios. Any violation of this Code of Ethics must be reported promptly to Lord Abbett's Chief Compliance Officer, or, in his absence, to Lord Abbett's General Counsel. The Chief Compliance Officer shall bring to the attention of the Funds' Audit Committees any apparent violations of this Code, and the action which has been taken by Lord Abbett as a result of such violation, and the Funds' Audit Committees shall consider what additional action, if any, is appropriate. The record of any violation of this Code and any action taken as a result thereof, which may include suspension or removal of the violator from his position, shall be made a part of the permanent records of the Audit Committees of the Funds. Lord Abbett shall provide each employee and partner with a copy of this Code, and of any amendments to the Code, and each employee and partner shall acknowledge, in writing, his or her receipt of the Code and any amendment, which may be provided electronically. Lord Abbett's General Counsel shall prepare an Annual Issues and Certification Report to the directors or trustees of the Funds that (a) summarizes Lord Abbett's


(2) Certain accounts managed by third parties that are registered investment advisers, such as separately managed accounts in programs sponsored by broker-dealers (SMAs), will not be subject to the requirement of a written verification by the independent fiduciary. For such accounts, the Covered Person will continue to be required to certify annually in writing that he or she has not and will not discuss potential investment decisions with the independent fiduciary.

6

procedures concerning personal investing, including the procedures followed by Lord Abbett in determining whether to give approvals under Section III and the procedures followed by the Compliance and Legal Departments in determining whether any Funds have determined to purchase or sell a security or are considering such a purchase or sale, and any changes in those procedures during the past year, and certifies to the directors or trustees that the procedures are reasonably necessary to prevent violations, and (b) identifies any recommended changes in the restrictions imposed by this Code or in such procedures with respect to the Code and any changes to the Code based upon experience with the Code, evolving industry practices or developments in the regulatory environment, and (c) summarizes any apparent violations of this Code over the past year and any sanctions imposed by Lord Abbett in response to those violations, including any additional action taken by the Audit Committee of each of the Funds with respect to any such violation.

The Audit Committee of each of the Funds and the General Counsel of Lord Abbett may determine in particular cases that a proposed transaction or proposed series of transactions does not conflict with the policy of this Code and exempt such transaction or series of transactions from one or more provisions of this Code.

VIII.Definitions

"Covered Person" means any officer, director, trustee, director or employee of any of the Funds and any partner or employee of Lord Abbett. (See also definition of "Beneficial Ownership.")

"Excepted Securities" are bankers' acceptances, bank certificates of deposit, commercial paper, and other high quality short-term debt instruments, including repurchase agreements, shares of money market funds, shares of other U.S. registered open-end investment companies (other than the Lord Abbett Funds or other funds for which Lord Abbett acts as the investment adviser or sub-adviser) and direct obligations of the U.S. Government. Transactions in Excepted Securities do not require prior approval or reporting. Please note that shares of closed-end investment companies, exchange traded unit-investment trusts ("UITs") and exchange traded funds are all treated as common stock under the Code. Also please note that the exception for other mutual funds includes only open-end funds registered in the U.S., and that transactions and holdings in offshore funds are reportable. Also please note that U.S. Government Agency securities are not considered "Excepted Securities".

"Excepted Transactions" means transactions in the shares of the Lord Abbett Funds or other mutual funds for which Lord Abbett acts as the investment adviser or sub-adviser; securities acquired through tender offers or spin-offs; securities received due to a merger or acquisition; the sale of 300 shares or less of a S&P 500 stock; and any securities purchased through an automatic investment plan, such as Dividend Reinvestment Programs (DRIPs) and/or Employee Stock Ownership Plans (ESOPs). Please note that any sales made from DRIPs and/or ESOPs require pre-approval as described in
Section III of this Code.(3)

7

"Outside Directors and Trustees" are directors and trustees who are not "interested persons" as defined in the Investment Company Act of 1940.

"Security" means any stock, bond, debenture or in general any instrument commonly known as a security and includes a warrant or right to subscribe to or purchase any of the foregoing and also includes the writing of an option on any of the foregoing.

"Beneficial Ownership" is interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder. Accordingly, "beneficial owner" includes any Covered Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (i.e. the ability to share in profits derived from such security) in any equity security, including:

(i) securities held by a person's immediate family sharing the same house (with certain exceptions);

(ii) a general partner's interest in portfolio securities held by a general or limited partnership;

(iii) a person's interest in securities held in trust as trustee, beneficiary or settlor, as provided in Rule 16a-8(b); and

(iv) a person's right to acquire securities through options, rights or other derivative securities.

"Federal Securities Laws" include the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach Bliley Act, and any rules adopted by the SEC under any of those statutes, the Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. A brief summary of the requirements of those laws as they apply to mutual funds and investment advisers is attached to this Code as Exhibit 1.

"Gender/Number" whenever the masculine gender is used in this Code, it includes the feminine gender as well, and the singular includes the plural and the plural includes the singular, unless in each case the context clearly indicates otherwise.


(3) Excepted Transactions do not require prior approval, but all Excepted Transactions are subject to the reporting requirements of Section IV and VI. No report, however, is required with respect to transactions effected pursuant to an automatic investment plan, such as DRIPs and ESOPs, except that any transaction that overrides the pre-set schedule or a pre-existing allocation of the automatic investment plan must be included in the next Personal Securities Transaction Reporting Form filed following that transaction.

8

Exhibit 1 To Code of Ethics


9

The Code of Ethics requires that all Covered Persons must comply with the Federal Securities Laws. Brief
summaries of these laws are set forth below.

I. The Securities Act of 1933 ("1933 Act")

The 1933 Act governs the public offering of securities of mutual funds and other issuers, and establishes civil liability for false or misleading activities during such offerings. This law was enacted "to provide full and fair disclosure of the character of securities sold in interstate and foreign commerce" and to prevent related frauds. Thus, the 1933 Act requires mutual funds and other public issuers to register their securities with the SEC. This process requires disclosures to the SEC and investors of information relating to the issuer, the securities and other matters. The 1933 Act provides a specific civil remedy for purchasers of securities offered by a materially false or misleading registration statement. A registration statement is false or misleading if it contains "an untrue statement of material fact or omit[s] to state a material fact required to be stated therein, or necessary to make the statements therein not misleading."

II. The Securities Exchange Act of 1934 ("1934 Act")

The 1934 Act regulates various organizations involved in the offer, sale and trading of securities. It regulates, among others, broker-dealers such as Lord Abbett Distributor. The 1934 Act accomplishes its goals in large part by requiring that these regulated organizations register with the SEC and subjects them to regular reporting requirements and examinations by the SEC. The 1934 Act includes anti-fraud provisions that make it unlawful for any person, among other actions, to directly or indirectly: (1) employ any device, scheme, or artifice to defraud; (2) make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.

III. The Investment Company Act of 1940 ("1940 Act")

The 1940 Act regulates mutual funds as well as their investment advisers and principal underwriters. The 1940 Act was designed "to mitigate and, so far as is feasible, to eliminate" various abuses involving mutual funds, including:
(1) inadequate, inaccurate or unclear disclosure with respect to a mutual fund and its securities; (2) self-dealing by insiders; (3) the issuance of securities with inequitable terms that fail to protect the privileges and preferences of outstanding security holders; (4) inequitable methods of control and irresponsible management; and (5) unsound or misleading accounting methods. The 1940 Act seeks to accomplish the foregoing goals by, among other things: (1) establishing registration and reporting requirements; (2) prohibiting various affiliated transactions; (3) regulating the sale and redemption of mutual fund shares; (4) establishing special corporate governance standards relating to the composition and activities of mutual fund boards of directors; and (5) providing the SEC with extensive inspection and enforcement powers.

IV. The Investment Advisers Act of 1940 ("Advisers Act")

10

The Advisers Act regulates investment advisers. Lord Abbett is registered as an investment adviser. Among other matters, the Advisers Act regulates the fee arrangements and certain other contract terms of an investment advisory agreement. The Act also prohibits advisers from engaging in any conduct that would defraud their clients. Lord Abbett has a fiduciary duty to act in the best interests of its clients. The SEC has construed this fiduciary duty broadly and applies the Act's anti-fraud prohibition aggressively to protect clients.

V. The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act")

The Sarbanes-Oxley Act implemented new corporate disclosure and financial reporting requirements by, among other actions, creating a new oversight board for the accounting profession, mandating new measures to promote auditor independence, adding new disclosure requirements for investment companies and other public companies, and strengthening criminal penalties for securities fraud. This statute was adopted in direct response to widespread corporate scandals at public corporations that manifested a lack of adequate internal controls and oversight.

VI. The Gramm-Leach-Bliley Act (the "Act")

In relevant part, the Act requires financial institutions to comply with certain privacy requirements regarding personal information relating to their customers. The Act requires the SEC to establish for financial institutions
(including investment companies, investment advisers and broker-dealers)
appropriate standards to protect customer information. The Act and the SEC's privacy rules have three primary purposes: (1) to require financial institutions to notify consumers of their privacy policies and practices; (2) to describe the circumstances under which financial institutions may disclose non-public personal information regarding customers to unaffiliated third parties; and (3) to provide a method for customers to opt out of such disclosures, subject to certain exceptions. Lord Abbett has implemented policies, procedures and training to protect the integrity and privacy of its clients' information.

VII. The Bank Secrecy Act

The USA PATRIOT Act of 2001 (the "Act") amended the Bank Secrecy Act to include mutual funds among the types of financial institutions that are required to establish anti-money laundering compliance programs. The Act requires all such institutions to develop and institute anti-money laundering programs that, at a minimum: (1) include internal policies, procedures, and controls; (2) designate a compliance officer to administer and oversee the program; (3) provide for ongoing employee training; and (4) include an independent audit function to test the program. The Lord Abbett Funds and Lord Abbett have adopted an anti-money laundering compliance program designed to meet these requirements.

11


MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED

Amended and Restated Code of Ethics

MAY 17, 2005
Adopted June 12, 2000
As amended from time to time

1. Definitions

1.1 Adviser. As used in this Code, the term "Adviser" shall mean MFC Global Investment Management (U.S.A) Limited.

1.2 Advisory Client. As used in this Code, "Advisory Client" shall mean:
(a) any company registered under the Investment Company Act of 1940 (or any series of such company) for which the Adviser is the investment adviser including, but not limited to, certain series of John Hancock Trust, John Hancock Mutual Funds, and

(b) any other person for which the Adviser acts as the investment adviser.

1.3 Advisory Person. As used in this Code, the term "Advisory Person" shall mean:

(a) any employee of the Adviser, or of any company which is an affiliate of the Adviser, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security for an Advisory Client or the holdings in an Advisory Client's Account, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and shall include any "Investment Person" or "Portfolio Manager" as defined below; and

(b) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to an Advisory Client with regard to the purchase or sale of a Covered Security, or the holdings in an Advisory Client's Account.

A person does not become an Advisory Person due to the following:
(i) assisting in the preparation of public reports, or receiving public reports (but excluding reports regarding current recommendations or trading) or

(ii) obtaining knowledge of current recommendations on trading activity on an infrequent or inadvertent basis.

1.4 Non-Advisory Director or Officer. As used in this Code, the term "Non-Advisory Director or Officer" shall mean a director or officer of the Adviser who is not an Advisory Person.

1.5 Access Person. As used in this Code, the term "Access Person" shall mean any director, officer, general partner or Advisory Person of the Adviser.

1.6 Active Consideration. A Security will be deemed under "Active Consideration" when a recommendation to purchase or sell the Security has been made and communicated to the person or persons ultimately making the decision to buy or sell the Security. A Security will also be deemed under


"Active Consideration" whenever an Advisory Person focuses on the Security and seriously considers recommending the Security to an Advisory Client.

A Security will be deemed under "Active Consideration" until the Adviser on behalf of the Advisory Client implements or rejects the recommendation or until the proper Advisory Person decides not to recommend the purchase or sale of the Security for an Advisory Client.

A Security will not be deemed under "Active Consideration" if the Security is being reviewed only as part of a general industrial survey or other broad monitoring of the securities market.

1.7 Beneficial Ownership. "Beneficial Ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "1934 Act") in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

1.8 Canadian Mutual Fund. As used in this Code, the term "Canadian Mutual Fund" shall mean any Canadian open-ended mutual fund governed by National Instrument 81-102 - Mutual Funds, as amended from time to time, or any successor Rule, Instrument or Policy implemented in place thereof in any of the provinces or territories of Canada for the purpose of regulating open-ended mutual funds.

1.9 Investment Person. As used in this Code, the term "Investment Person" shall mean:
(i) any employee of the Adviser (or of any company in a control relationship to Adviser), including a Portfolio Manager, 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 any Advisory Client or

(ii) any natural person who controls the Adviser who obtains information concerning recommendations made to any Advisory Client regarding purchase or sales of securities by the Advisory Client.

1.10 Portfolio Manager. As used in this Code, the term "Portfolio Manager" shall mean the person or persons with the direct responsibility and authority to make investment decisions affecting an Advisory Client.

1.11 Private Placement. A private placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933.

1.12 Covered Security. "Covered Security" shall mean a security as defined in Section 2(a)(36) of the Investment Company Act, except that it shall not include direct obligations of the Government of the United States, high quality, short-term debt instruments(1) (including but not limited to bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements) and shares of U.S. registered open-end investment companies, but shall include shares of mutual funds for which the Adviser or an affiliate acts as the investment adviser or subadviser or principal underwriter ("Affiliated Mutual Funds"). A list of such Affiliated Mutual


(1) A high quality, short term debt security means 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.

Funds shall be available from the Chief Compliance Officer and his staff from time to time.

1.13 Initial Public Offering. 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 1934 Act.

1.14 Purchase or Sale of a Covered Security. "Purchase or Sale of a Covered Security" includes, inter alia, the writing of an option to purchase or sell a Covered Security.

1.15 Supervised Person. "Supervised Person" means (i) all Access Persons, Non-Advisory Directors or Officers, and persons performing similar functions, (ii) other employees of the Adviser, and (iii) any other person who provides advise on behalf of the Adviser and is subject to the Adviser's supervision and control.

1.16 Supervisory Person. The Adviser's Chief Compliance Officer or a Compliance Officer.

1.17 Additional Definitions. All other terms used in this Code shall be defined by reference to the 1940 Act or the Securities Exchange Act of 1934.

2. Purpose of the Code.

2.1 This Code establishes rules of conduct for all Supervised Persons of the Adviser and is designed to govern the personal securities and related activities of Supervised Persons. In general, in connection with personal securities transactions, all Supervised Persons have a fiduciary duty to :

(1) always place the interests of the Advisory Clients first;
(2) ensure that all personal securities transactions are conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an Access Person's position of trust and responsibility; and
(3) not take inappropriate advantage of their positions
(4) not engage in any act, practice, or course of business which results in the distribution to unauthorized persons of material nonpublic information about securities trading and recommendations of the Adviser, client transactions and securities holdings, and any other information about client accounts and relationships which is confidential..

2.2 In addition to the provisions of Section 2.1, all Supervised Persons must comply with all applicable federal securities laws, which includes the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act to the extent it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury (collectively, "Federal Securities Laws").


2.3 The Code also is designed to prevent certain practices by Access Persons in connection with the purchase or sale, directly or indirectly, by such Access Persons of securities held or to be acquired by an Advisory Client. These include:

(a) employing any device, scheme or artifice to defraud an Advisory Client;

(b) making any untrue statement of a material fact or omitting to state a material fact that renders statements made to an Advisory Client, in light of the circumstances under which they are made, not misleading;

(c) engaging in any act, practice, or course of business that operates or would operate as a fraud or deceit upon an Advisory Client; or

(d) engaging in any manipulative practice with respect to an Advisory Client.

2.4 The standards set forth above govern all conduct, whether or not the conduct is also covered by more specific provisions of this Code of Ethics. Supervised Persons are encouraged to raise any questions concerning the Code of Ethics with the Chief Compliance Officer, Investments, or members of the Office of Investment Compliance. You should be alert at all times to honoring the spirit and intent as well as the letter of the Code. Failure to comply with the Code of Ethics may result in serious consequences, including but not limited to disciplinary action including termination of employment. You should also be aware that other codes and policies may apply to you depending upon your position within the Manulife organization. In particular, you should be aware of, and comply with, the provisions of the Manulife Financial Code of Business Conduct and Ethics.

3. Prohibited Purchase and Sales.

3.1 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;

(a) is currently under Active Consideration for purchase or sale by the Adviser on behalf of an Advisory Client; or
(b) is being purchased or sold by the Adviser on behalf of an Advisory Client; provided, however, that such Covered Security may be purchased or sold by an Access Person if five calendar days have elapsed from the date the Adviser on behalf of an Advisory Client ceased activity in the purchase or sale of such Covered Security except as noted in Section 3.2 below.

3.2 No Portfolio Manager 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 within seven calendar days before and after the particular Advisory Client that he or she manages trades in that Covered Security. A Portfolio Manager of an account that is not actively managed (e.g. an Index portfolio) is exempt from this requirement.

3.3 No Investment Person shall acquire any Covered Securities in an initial public offering for his or her personal account. No Access Person who is not an Investment Person shall acquire, directly or indirectly, Beneficial Ownership of any Covered Security in an Initial Public Offering without the


prior approval of the Chief Compliance Officer. This approval shall take into account whether the investment opportunity should be reserved for an Advisory Client, whether the opportunity is being offered to an individual by virtue of his or her position with the Adviser or an Advisory Client and any other relevant factors.

3.4 No Investment Person shall acquire, directly or indirectly, Beneficial Ownership of any Covered Security in a private placement without the prior approval of the Chief Compliance Officer. This approval shall take into account whether the investment opportunity should be reserved for an Advisory Client, whether the opportunity is being offered to an individual by virtue of his or her position with the Adviser or an Advisory Client and any other relevant factors. If an Investment Person has purchased a Covered Security in a private placement, then:

(a) such Investment Person must disclose to an Advisory Client his or her ownership of the Covered Security if he or she has a material role in the Adviser's subsequent consideration to purchase the Covered Security on behalf of the Advisory Client and (b) the Adviser's decision to purchase the Covered Security on behalf of an Advisory Client must be reviewed by at least one other Investment Person with no personal interest in the issuer.

3.5 No Investment Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Covered Securities of which such Investment Person has Beneficial Ownership within 60 calendar days. The 60 day prohibition does not apply to transactions resulting in a loss.

3.6 These prohibitions shall apply to the purchase or sale by any Access Person of any convertible Covered Security, option or warrant of any issuer whose underlying securities are under Active Consideration by the Adviser on behalf of an Advisory Client.

3.7 Any profits realized on transactions prohibited by this Section 3 may be required to be forfeited on a basis to be determined by the Chief Compliance Officer together with the President of the Adviser or such other person(s) as may be designated by the President from time to time as further described in Section 8..+

3.8 These prohibitions shall not apply to purchases and sales specified in
Section 4 of this Code.

4. Exempt Transactions.

The prohibitions in Section 3 of this Code shall not apply to the following transactions by Access Persons;

(a) purchases or sales effected in any account over which an 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 the account of any Advisory Client;
(c) 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;
(d) purchases or sales which are non-volitional on the part of either the Access Person or the Advisory Client;


(e) purchases or sales which are part of an Automatic Investment Plan. An "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, including an automatic dividend reinvestment plan. However, when you set up an automatic investment plan or change instructions for such a plan, or if you make a special sale or purchase, which was discretionary, you must preclear such a sale or purchase.

5. Prohibited Business Conduct.

No Access Person shall, either directly or indirectly;

(a) engage in any business transaction or arrangement for personal profit based on confidential information gained by way of employment with the Adviser;

(b) communicate non-public information about Security transactions of an Advisory Client whether current or prospective, to anyone unless necessary as part of the regular course of the Advisory Client's business. Non-public information regarding particular Securities, including reports and recommendations of the Adviser, must not be given to anyone who is not an Investment Person without prior approval of the Supervisory Person. However, this prohibition shall not prevent an Access Person from communicating with an officer or director/trustee/partner of an Advisor Client regarding current or prospective Security transactions for the Advisory Client;

(c) buy or sell any Security or any other property from or to an Advisory Client;

(d) serve on the board of directors of any publicly traded company without prior authorization from the Supervisory Person based upon a determination that such board service would be consistent with the interests of all the Advisory Clients. Any Investment Person so authorized to serve as a director will be isolated from other Advisory Persons making investment decisions regarding such company through a "Chinese Wall" or other procedures; or

(e) or accept a gift, favor, or service of more than de minimis value from any person or company which, to the actual knowledge of such Investment Person, does business or might do business with an Advisory Client, the Adviser, or any of the Adviser's affiliates (Any gifts of over $100 or such other minimum as specified by the Chief Compliance Officer from time to time) shall be reported to the Investment Person's supervisor).

6. Preclearance

An Access Person may directly or indirectly, acquire or dispose of a Beneficial Ownership of a Covered Security only if:
(a) such purchase or sale has been approved by the Supervisory Person,
(b) the approved transaction is completed within five business days approval is received, and
(c) the Supervisory Person has not rescinded such approval prior to execution of the transaction.

Non-Advisory Directors and Officers are not subject to these preclearance procedures. Covered Note that securities which are not "Covered Securities"


do not need to be pre-cleared. In addition, securities acquired or disposed of pursuant to transactions described in Section 4 of this Code are not subject to these preclearance procedures.

Please keep in mind that even if you receive a preclearance, or are exempt from preclearing a securities transaction, you are still prohibited from engaging in any fraud or manipulative practice (such as frontrunning) with respect to any client, including a Trust.

NOTE: Other Obligations with respect to Transactions in MFC Securities: All Access Persons are required to preclear transactions in securities issued by Manulife Financial Corporation ("MFC"), which includes the sale or purchase of MFC stock or the exercise of MFC stock options. Please review the Manulife Financial Insider Trading and Reporting Policy for other restrictions or reporting obligations that may apply to your transactions in MFC securities.

7. Reporting.

Initial and Annual Reporting

7.1 Every Access Person shall provide to the Chief Compliance Officer within 10 days after becoming an Access Person and annually thereafter a report listing all Covered Securities in which he or she has any direct or indirect beneficial ownership in the Covered Security. The information in the annual report must be current as of a date no more than 45 days before the report is filed.

7.2 The reports required by Section 7.1 shall include the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person; the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and the date that the report is submitted by the Access Person.

Quarterly Reporting

7.3 Within 30 days after the end of a calendar quarter, an Access Person shall report to the board of directors of the Adviser any transaction during the quarter in a Covered Security in which he or she had, or by reason of such transaction acquired, any direct or indirect beneficial ownership

7.4 Any quarterly transaction reports required by section 7.3 shall state:

(a) the title and number of shares, the interest rate and maturity date (if applicable) and the principal amount of the Covered Security involved;
(b) (if applicable) the date and nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition) or the date the account was established;
(c) the price at which the transaction was effected;
(d) the name of the broker, dealer or bank with or through whom the transaction was effected or with whom the Access Person established or maintained the account.
(e) The date that the report is submitted by the Access Person.


Such Information may be reported by providing a copy of the appropriate brokerage or account statements as applicable.

7.5 Within 30 days after the end of a calendar quarter, an Access Person shall report to the board of directors of the Adviser with respect to any account established by the Access Person in which securities were held during the quarter for the direct or indirect benefit of the Access Person; provided, however, that an Access Person shall not be required to make a report with respect to any securities held in any account over which he or she has no direct or indirect influence or control, or with respect to transactions in automatic investment plans (as declared such by the Chief Compliance Officer from time to time). Any such quarterly account report shall include the name of the broker, dealer or bank with whom the Access Person established the account; the date the account was established; and the date that the report is submitted by the Access Person.

7.6 An Access Person need not make a quarterly transaction report or the quarterly account report if the report would duplicate information contained in broker trade confirmations or account statements received by the Adviser with respect to the Access Person in the time required, if all of the required information is contained in the broker trade confirmations or account statements or in the records of the Adviser.

Disclaimer of Beneficial Ownership

7.7 Any report required by this Section 7 may also contain a statement declaring that the reporting or recording of any transaction shall not be construed as an admission by the Access Person making the report that he or she has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

Annual Access Person Certfication

7.8 Each Access Person shall certify annually, within 30 days of receipt of the request to do so, that he or she has read and understood the Code and recognizes that he or she is subject to the Code. Further, each Access Person is required to certify annually that he or she has complied with all the requirements of the Code and that he or she disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

Annual Reports to the Board of Trustees/Directors of Any Advisory Client Registered under the 1940 Act

7.9 At least annually, the Adviser shall report to the Board of Trustees/Directors of any advisory client registered under the 1940 Act (a "1940 Act Advisory Client") regarding:

(a) All existing procedures concerning personal trading activities and any procedural changes made during the past year;
(b) any changes to the Code or procedures (subject to the requirement that any material changes must be reported to the Board of Trustees/Directors of any 1940 Act Advisory Client within six months of the effective date of any such change); and
(c) any issues arising under the Code since the last report to the Board of Trustees/Directors of any 1940 Act Advisory Client, including, but not limited to, information about any material


violations of the Code and any sanctions imposed in response to the material violations.

The Adviser shall also certify to the Board of Trustees/Directors of any 1940 Act Advisory Client at least annually that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

8. Reinforcement, Reporting and Sanctions.

This Code of Ethics cannot anticipate every situation in which personal interests may be in conflict with the interests of our clients. All persons should be responsive to the spirit and intent of this Code of Ethics as well as its specific provisions. The Chief Compliance Officer and compliance staff are responsible for enforcement of the Code of Ethics. All persons subject to this Code of Ethics are required to report any violations of the Code of which they become aware to the Chief Compliance Officer.

When any doubt exists regarding any Code of Ethics provision or whether a conflict of interest with clients might exist, you should discuss the transaction beforehand with the Chief Compliance Officer.

The Code of Ethics is designed to detect and prevent fraud against clients and to avoid the appearance of impropriety. If you feel inequitably burdened by any policy, you should feel free to contact the Chief Compliance Officer to determine if an exception can be made to any provision of this policy. Exceptions may be granted by the Chief Compliance Officer where warranted by applicable facts and circumstances, but only in accordance with applicable law.

To provide assurance that policies are effective, the Chief Compliance Officer is required to monitor and check personal securities transaction reports and certifications against client portfolio transactions. Other internal auditing and compliance review procedures may be adopted from time to time. Appropriate records will be kept, in the form, and for the time periods, required by applicable law, including records of compliance monitoring, reporting by Access Persons, approvals of various transactions, and disciplinary actions.

Upon learning of a violation of this Code, the Adviser may impose any sanctions as it deems appropriate under the circumstance, including, but not limited to, letters of reprimand, suspension or termination of employment, disgorgement of profits and notification to regulatory authorities in the case of Code violations which also constitute fraudulent conduct. The Chief Compliance Officer will refer violations to the Board of Directors or its delegatee for review and recommendation of appropriate action. The Board may from time to time adopt a specific set of penalties applicable to particular circumstances.

All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the Board of Directors of the Adviser.

9. Amendment


This Code may be amended by the Chief Compliance Officer from time to time. Material amendments shall be distributed to all relevant persons and records shall be kept of their acknowledgement of receipt of such Amended Code.


MARSICO CAPITAL MANAGEMENT, LLC
THE MARSICO INVESTMENT FUND
CODE OF ETHICS

A. Introduction and Overview.............................................2

B. Persons Covered by the Code...........................................4

C. General Conduct Guidelines for Personal Investments...................5

D.1.     Prohibition on Purchases of Certain Securities........................6


D.2.     Exempted Transactions.................................................7


D.3.     Pre-clearance and Other Requirements for Selling Restricted Trading
         Securities and Marsico Fund Shares...................................11


E.1.     Reports About Securities Holdings and Transactions...................13


E.2.     Review of Reports and Other Documents................................16


F.       Violations of the Code...............................................16


G.       Protection of Material, Non-Public Information.......................16


H.1.     Miscellaneous Issues concerning Board Service, Gifts, and Limited
         Offerings............................................................17


H.2.     Recordkeeping Requirements...........................................18


H.3.     Board Approval and Annual Review Requirements........................19


H.4.     Certification of Compliance..........................................19


H.5.     Adoption and Effective Date..........................................20


I.       Definitions..........................................................20


J.       Forms................................................................23

1

Initial Personal Holdings Report..............................................22


Quarterly Personal Transaction Report..........................................1


Annual Personal Holdings Report................................................1


Sample Letter to Broker or Other Institution...................................1


Initial Certification of Compliance............................................1


Periodic Certification of Compliance...........................................1


Approval of Investment in Limited Offering.....................................1


Approval of Investment in Initial Public Offering..............................1


Special Account Certification..................................................1


Pre-clearance Form.............................................................1

A. Introduction and Overview

This is the Code of Ethics ("Code") of Marsico Capital Management, LLC ("MCM") and The Marsico Investment Fund (the "Funds") (together, "Marsico"). This Code is intended to help ensure that our professional and personal conduct preserves Marsico's reputation for high standards of ethics and integrity. It is also intended to ensure that we obey federal and state securities laws.

The fiduciary duties that all of us associated with Marsico owe to our clients must remain our foremost priority. One important part of our duty is to place the interests of our clients ahead of our own interests, and to avoid potential conflicts of interest. We have to avoid activities, interests, and relationships that might interfere, or appear to interfere, with our decisions for Fund shareholders and other clients. A conflict of interest can arise even if we don't intend it, and even if our clients don't take a loss.

The Code is designed to help us avoid conflicts of interest in personal trading and related activities. It emphasizes four general principles for how we conduct our business:

1. We must comply with applicable federal and state securities laws. In connection with our investment advisory business, including the purchase or sale of a security for any client, directly or indirectly, it is unlawful to defraud or mislead any client (either directly or by failure to state material facts),

2

or to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any client. We also seek to fully disclose any conflicts of interest.

2. We must place the interests of our clients first, including the Funds, their shareholders, and other clients. As fiduciaries, we owe our clients a duty of care, loyalty, honesty, and good faith. As such, we seek to treat all clients equitably and seek to avoid favoritism among our clients. We must also scrupulously avoid putting our own personal interests ahead of the interests of Marsico clients. For example, we must never take for ourselves an investment opportunity that appropriately belongs to our clients.

3. We must conduct all personal securities transactions consistently with the Code, and avoid any actual or potential conflict of interest and any abuse of our position of trust. Marsico's personal trading policies are highly restrictive and provide substantial assistance in ensuring that personal securities transactions do not conflict with the interests of our clients. These policies also help to ensure that our focus remains on the interests of our clients

4. We must not take inappropriate advantage of our positions. The receipt of investment opportunities, perquisites, or gifts from persons seeking investment or business from Marsico could call into question our independent judgment.

The Code's rules apply to everyone identified in Section B below. It is your responsibility to become familiar with the Code and to comply with it. Compliance with the Code is everyone's responsibility and is a condition to employment with Marsico. Violations of the Code will be taken seriously and could result in sanctions against the violator, including termination of employment.

Because regulations and industry standards can change, Marsico reserves the right to amend any part of the Code. These amendments may result in more stringent requirements than are currently applicable. Marsico also may grant exemptions when necessary. Exemptions must be documented by the Compliance Department, and will be granted only when no harm to MCM's clients is expected to result. Any amendments to the Code will be circulated to all employees, as discussed in Section H.4 below, and will be acknowledged in writing.

No code of ethics can anticipate every situation. You are expected to follow both the letter and the spirit of the Code. Even if no specific Code provision applies, please avoid all conflicts of interest and abide by the general principles of the Code. If you have any questions about the Code or whether certain actions may be covered by it, please contact the Compliance Department or the Legal Department.

Capitalized terms in the Code are defined in Section I below.

3

B. Persons Covered by the Code

The Code applies to all Covered Persons. Covered Persons include all Access Persons and all Employees (whether or not they are Access Persons).

Some provisions of the Code apply indirectly to other persons, such as relatives, significant others, or advisers, if they own or manage securities or accounts in which a Covered Person has a Beneficial Ownership interest. For example, if you are a Covered Person, the Code's investment restrictions and reporting requirements apply both to you, and to securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a non-relative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative. An exemption may apply to a Special Account that you don't directly or indirectly influence or control, as discussed in Sections D.2.e.(4) and E.1.

Trustees of the Funds

Trustees of the Funds who are "interested persons" of the Funds and are MCM employees are subject to all requirements of the Code. Special rules apply to Trustees of the Funds who are not "interested persons" of the Funds (including any Trustee who may have a business relationship with the Funds, MCM, or its officers or directors, but is not an MCM employee and has not been formally determined to be an "interested person"). These Trustees are subject to the Code generally, but are not subject to the investment restrictions or reporting requirements in Sections D.1, D.2, D.3, or E.1 unless the Trustee knew or should have known, in the ordinary course of fulfilling his or her official duties as a Fund trustee, that during the 15-day period immediately before or after the Trustee's transaction in a Covered Security, Marsico purchased or sold that security for a Fund, or considered the purchase or sale of that security. A special provision of the Code applies to any Fund Trustee who is an officer or director of an operating company, if the company's securities are held by a Fund, or are under consideration for purchase or sale by the Fund (as summarized in Section G below).

Covered Persons Not Employed by Marsico

Some persons not employed by Marsico might be deemed Access Persons in some circumstances - see the definition of Access Person in Section I. Hypothetical examples include: (i) a person who is an Advisory Person of the Funds or MCM even though he or she is not a Marsico employee (such as a person employed by an MCM affiliate who regularly obtains information regarding the purchase or sale of Covered Securities by a Fund), or (ii) a person who is an Informed Underwriter Representative (such as an officer of the Funds' principal underwriter who ordinarily obtains information regarding the purchase or sale of Covered Securities by a Fund).

4

At present, it appears that there are no Access Persons employed by companies that are in a control relationship to MCM or the Funds.(1) In addition, it does not appear that any director, officer, or general partner of the Funds' principal underwriter meets the definition of an Informed Underwriter Representative.(2)

If at any time MCM or the Funds determine that an individual not employed by Marsico is an Access Person (and therefore a Covered Person subject to the Code), MCM or the Funds will seek to ensure that either (i) the Covered Person complies with the Code thereafter, or (ii) the employer of the Covered Person has a code of ethics that regulates the Covered Person in accordance with the criteria for a code of ethics under Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act, and that the Funds' Board of Trustees receives the opportunity to review and approve that code of ethics.

C. General Conduct Guidelines for Personal Investments

As explained in Section D.1, the Code prohibits all Covered Persons from purchasing Restricted Trading Securities, but permits us otherwise to hold, acquire, or sell these and other types of securities in certain circumstances. In addition, SEC rules impose certain general conduct guidelines that apply to our personal investments that are permitted by the Code:

1. You may not acquire an interest in a Limited Offering or in an Initial Public Offering without the prior written approval of MCM.

2. With respect to the Funds, you may not, in connection with your acquisition or sale of any Security Held or to be Acquired by a Fund or any Security issued by the Fund:

(a) Employ any device, scheme, or artifice to defraud the Fund;

(b) Make to the Fund any untrue statement of a material fact, or omit to state to the Fund a material fact necessary in order to make the statements made not misleading, in light of the circumstances under which the statements are made;


(1) Bank of America Corporation ("BAC") and certain of its affiliates are in a control relationship with MCM. MCM and BAC have received reasonable mutual assurances that employees of BAC and its affiliates do not regularly obtain specific current information or recommendations regarding the purchase or sale of Covered Securities by a Fund, and therefore are not Access Persons. MCM has adopted an Information Wall Policy designed to prevent such information from being inappropriately disclosed to non-MCM persons at BAC. The Information Wall Policy is subject to periodic independent review to assess its effectiveness. BAC has stated that it has procedures in place to prevent the misuse of any related information from MCM that it may receive.

(2) The principal underwriter to the Funds is UMB Distribution Services, LLC ("UMB Distribution"). No director, officer, or general partner of UMB Distribution is believed to, in the ordinary course of business, obtain information or recommendations regarding the purchase or sale of Covered Securities by a Fund. In any case, because UMB Distribution is not an affiliated person of the Funds or MCM, and no officer, director, or general partner of UMB Distribution serves as an officer, director, general partner of the Funds or MCM, any Informed Underwriter Representative presumably would not be required to meet reporting requirements under the Code (or any code of ethics maintained by UMB Distribution).

5

(c) Engage in any act, practice, or course of business that would operate as a fraud or deceit upon any Fund; or

(d) Engage in any manipulative practice with respect to the Fund.

Practices that may violate these guidelines include intentionally causing a Fund to act or fail to act in order to achieve a personal benefit rather than to benefit the Fund. Examples would include your causing a Fund to buy a Covered Security to support or drive up the value of your investment in the security, or causing the Fund not to sell a Covered Security to protect your investment.

Another practice that may violate these provisions would be the exploitation of knowledge of Fund transactions to profit from their market effects. One example of this would be to sell a security for your personal account using the knowledge that MCM was about to sell the same security for the Funds. Because you have a duty to tell investment personnel about Covered Securities that are suitable for client investment, another violation may be your failure to recommend a suitable Covered Security or to purchase the Covered Security for a client to avoid a potential conflict with your personal transactions.

D.1. Prohibition on Purchases of Certain Securities

(a) Personal investing by Covered Persons can create potential conflicts of interest and the appearance of impropriety. Unrestricted personal investing also could distract us from our service to clients by diverting resources or opportunities from client account management. Thus, Marsico has decided to prohibit all Covered Persons from purchasing any securities unless the purchase is an Exempted Transaction listed in Section D.2.(3)

The practical effect of this prohibition is to restrict your purchase of certain securities we call Restricted Trading Securities for any account in which you have a Beneficial Ownership interest. The Restricted Trading Securities that you generally may not purchase include, without limitation, shares of mutual funds (other than the Funds) that are advised or sub-advised by MCM ("MCM Sub-advised Fund shares"), shares of common stock or preferred stock in a particular public operating company, shares of closed-end investment companies, corporate bonds, and options or other derivatives based on any of these securities.

Subject to the restriction in the following paragraph, you may hold a Restricted Trading Security that was purchased before your association with Marsico. You also may otherwise acquire and hold certain Restricted Trading Securities through certain Exempted Transactions listed in Section D.2. In addition, you may sell a Restricted Trading Security if you comply with the sale pre-approval requirements ("pre-clearance") in Section D.3., or if the sale would be an Exempted Transaction under Section D.2.


(3) This prohibition may not apply to Covered Persons who are employed by entities other than Marsico and are subject to another code of ethics, as described in Section B.

6

You may not hold shares of an MCM Sub-advised Fund. MCM Sub-advised Fund shares must be disposed of within a reasonable period of time after you join Marsico.(4) If you acquired MCM Sub-advised Fund shares before November 20, 2003, you may hold those shares for up to one year after that date, or sell the shares after obtaining pre-clearance from the Compliance Department in accordance with Section D.3. You may not purchase MCM Sub-advised Fund shares (other than through dividend reinvestments) on or after November 20, 2003, and may not hold any MCM Sub-advised Fund shares after November 20, 2004.

(b) Purchases of Marsico Fund Shares. Covered Persons ("you") may invest in shares of the Funds ("Marsico Fund shares"), but only subject to the following restrictions:

o After November 20, 2003, you may purchase Marsico Fund shares only through UMB Fund Services ("UMB") or through MCM's 401(k) plan ("Great-West"). You may not purchase new Marsico Fund shares (other than through dividend reinvestments) through brokers or other channels other than UMB or Great-West.

o If you acquired Marsico Fund shares through brokers or other channels other than UMB or Great-West before November 20, 2003, you may hold those shares with the other broker for up to one year, transfer the shares to UMB or Great-West, or sell the shares after obtaining pre-clearance from the Compliance Department in accordance with Section D.3.

o You must hold all Marsico Fund shares for at least 60 days after you purchase them. Waivers of this requirement may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as for automatic investment or systematic withdrawal programs).

o The minimum sanction to be imposed for any initial violation of the 60-day holding period requirement will be disgorgement to the Fund of any profit on a sale of Marsico Fund shares before the expiration of the 60-day holding period. The Compliance Department's determination of the amount of the profit will be final.

Marsico Fund shares are subject to sale pre-clearance and purchase and sale reporting requirements, as discussed below.

D.2. Exempted Transactions

As a Covered Person, you may participate in the Exempted Transactions listed below. Exempted Transactions generally are exempted from the prohibition on purchases in Section D.1. and the sale pre-approval requirements in Section D.3., except as noted below. Exempted Transactions must still comply with other


(4) Covered Persons who purchased MCM Sub-advised Fund shares prior to their employment with Marsico should seek pre-clearance under Section D.3. to sell those shares within 60 days of joining Marsico.

7

Code requirements, including the general conduct guidelines in Section C with respect to the Funds, and reporting requirements in Section E.1. If you have any doubt about how the Code applies to a particular transaction, please contact the Compliance Department or the Legal Department.

a. Purchase or sale of securities that are not Covered Securities (subject only to requirements in Section E.1. to report accounts that contain the securities)

(1) You may buy, exchange, or sell without restrictions any security that is not a Covered Security, including shares of registered open-end mutual funds (other than the Marsico Funds, MCM Sub-advised Funds, or Affiliated Funds), money market funds, Treasury securities, bank certificates of deposit, and high quality short-term debt instruments such as bankers' acceptances and commercial paper.

b. Purchase or sale of Covered Securities that are not Restricted Trading Securities (subject to conduct guidelines in Section C and reporting requirements in Section E.1.)

(1) You may buy or sell shares of registered open-end mutual funds that are Affiliated Funds. Shares of the Marsico Funds and MCM Sub-advised Funds are NOT Affiliated Funds (see section D.1 above for trading restrictions on these funds).

(2) You may buy or sell shares of index-based exchange-traded funds ("ETFs") (other than closed-end funds) and similar products that are linked to broadly based securities indices or sectors.

(3) You may buy or sell municipal securities (including bonds and notes and investments in state 529 Plans).

(4) You may buy or sell any interest in foreign currency.

(5) You may participate in transactions in derivatives that are based on securities other than Restricted Trading Securities (for example, options, futures, or other instruments that are based on commodities, broad-based stock indices, ETFs, unit investment trusts, Treasury bonds, municipal bonds, or foreign currency). No exemption applies to transactions in derivatives that are based on Restricted Trading Securities (such as options based on particular common stocks or corporate bonds).

(6) A financial adviser, trustee, or other person may buy or sell instruments that are not Restricted Trading Securities in a managed account for you (or for a person in whose account you have a Beneficial Ownership interest). This permits managed accounts to buy, for example, mutual funds (other than the Funds or MCM-Subadvised Fund shares), Treasury securities, ETFs, unit investment trusts, municipal bonds, commodities, commodity futures or options, stock index futures (not single stock futures), or foreign currency.

8

c. Acquisitions of Restricted Trading Securities in Limited Circumstances (subject to conduct guidelines in Section C, sale pre-clearance requirements in
Section D.3, and security and account reporting requirements in Section E.1.)

(1) You may buy (but not sell) securities through dividend reinvestment plans (if you do not make discretionary additional purchases), or through the receipt or exercise of rights or other securities granted to all existing shareholders on a pro rata basis (such as the receipt of securities of a spin-off of an existing company, or the exercise of warrants or rights to buy tracking stock or additional securities). You may also acquire securities through stock dividends, stock splits, mergers, or other corporate events that are generally applicable to all existing holders of the same class of securities. MCM hereby grants prior approval to acquire an interest in an Initial Public Offering if the securities acquired are issued to existing shareholders pursuant to this paragraph. Please note that any sale of Restricted Trading Securities obtained through these means must meet the sale pre-clearance and other requirements in Section D.3.

(2) You may not buy an interest in any other Initial Public Offering unless you obtain the prior approval of MCM's Compliance Department (see attached form of Approval of Investment in Initial Public Offering).

d. Sales of Restricted Trading Securities in Limited Circumstances (subject to conduct guidelines in Section C, sale pre-clearance requirements in
Section D.3., and security and account reporting requirements in Section E.1.)

(1) You may sell (but not buy) a Restricted Trading Security if you follow the sale pre-clearance and other requirements in Section D.3. You may not, however, engage in short selling of particular Restricted Trading Securities, including short sales against the box. You may sell short an investment that is not a Covered Security or a Restricted Trading Security (such as an ETF).

e. Other Exempted Transactions (Purchase or Sale) (subject to conduct guidelines in Section C, and security and account reporting requirements in Section E.1.)

(1) Non-volitional Transactions. You may buy or sell Restricted Trading Securities through non-volitional transactions you don't control (such as when an issuer whose securities you already own issues new securities to you or calls a security, a derivative instrument expires, or you receive a gift outside your control). If you acquire Restricted Trading Securities through a non-volitional transaction, but can control their sale, the sale is not an Exempted Transaction, and must meet the sale pre-clearance and other requirements in
Section D.3.

(2) Employment Arrangements. You may buy or sell Restricted Trading Securities including options under an employment arrangement, and may exercise or sell any options, if your employer or an affiliate issues the securities or options. MCM's prior approval is required if you or a household member enter into employment arrangements after you join MCM (see attached Approval of Investment in Limited Offering). MCM's prior approval also is required if you thereby acquire an interest in a Limited Offering (see attached form of Approval of Investment in Limited Offering).

9

(3) Limited Offerings. You may buy an interest in any Limited Offering (such as an interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets) only if you obtain MCM's prior approval (see attached form of Approval of Investment in Limited Offering). Investments in a hedge fund or other Limited Offering whose assets are invested in securities (except a fund advised by MCM) will be subject to conditions similar to those for a Special Account discussed below. You may sell an interest in a Limited Offering without restrictions (unless you get an interest in an Initial Public Offering in return, which requires MCM's prior approval). Holdings and transactions in a Limited Offering must be reported on Code report forms (subject to exceptions discussed in E.1.c.4. below).

Pre-approval and reporting requirements may not apply to your ownership of a personal or family company that does not hold its assets for investment. Shares of a personal or family company or partnership that holds only family property (such as an airplane, residence, or vacation home), and is not primarily intended as an investment, are exempted because the company is not an investment vehicle. In contrast, if the personal or family company or partnership holds assets mainly for investment, owns income-producing assets, or offers shares to non-family members, the company or partnership may be viewed as an investment vehicle, and the exemption from pre-approval and reporting requirements may NOT apply.

Before you invest in any Limited Offering, please request pre-approval from MCM, and discuss it with the Compliance Department or Legal Department if you are not sure how the Code applies to it.

(4) Special Accounts. A financial adviser, trustee, or other person may buy or sell Restricted Trading Securities in a managed Special Account for you (or for a person in whose securities you have a Beneficial Ownership interest) only in rare circumstances requiring, among other things that you obtain MCM's prior approval (see attached form of Special Account Certification). Approval will require that:

(a) You establish that the financial adviser, trustee, or other person who manages the Special Account has complete control over the account under a written grant of discretion or other formal arrangement, and that you have no direct or indirect influence or control over the Special Account or investment decisions made for it;

(b) You (and any related person) do not disclose to the financial adviser, trustee, or other person who manages the Special Account any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

10

(c) The financial adviser, trustee, or other person who manages the Special Account does not disclose to you any investment decision to be implemented for the Special Account until after the decision has been implemented; and

(d) You complete the attached form of Special Account Certification (or its equivalent) and any other documents requested by MCM; you report the existence of the Special Account in your periodic holdings and transaction reports; and you report securities holdings and transactions in the Special Account through account statements or otherwise if requested.

Whether an exemption will be granted for a Special Account will be determined on a case-by-case basis. MCM reserves the rights to require additional conditions as necessary or appropriate depending on the circumstances, and to revoke the exemption at any time.

D.3. Pre-clearance and Other Requirements for Selling Restricted Trading Securities and Marsico Fund Shares

As a Covered Person, you may be allowed to sell a Restricted Trading Security (including Marsico Fund shares, MCM Sub-advised Fund shares, or other securities acquired before your association with Marsico or through an Exempted Transaction), if you follow pre-clearance and other procedures designed to avoid potential conflicts of interest. Please note that all sales that qualify as Exempted Transactions in Section D.2. are exempted from all sale requirements.

a. Pre-clearance: Before you sell any Restricted Trading Security, Marsico Fund shares, or MCM Sub-advised Fund shares, you must complete and submit a Pre-clearance Form (see attached form). MCM will treat the pre-clearance process as confidential, and will not disclose related information except as required by law or for appropriate business purposes. You may not pre-clear your own form. The persons authorized to pre-clear transactions and sign the form are:

Compliance Analysts or Manager
Chief Compliance Officer of MCM Chief Compliance Officer of the Marsico Funds General Counsel, Associate General Counsel, or Other Counsel

You may not sell the Restricted Trading Security, Marsico Fund shares, or MCM Sub-advised Fund shares in question until you receive written pre-clearance. Pre-clearance requests will be reviewed as quickly as possible. Please remember that pre-clearance is not automatically granted. For example, if MCM is considering the purchase of the security for client accounts, pre-clearance may be denied for a certain period of time.

When you request pre-clearance of a sale of Marsico Fund shares or MCM Sub-advised Fund shares, you must attach to the Pre-clearance Form a copy of all of your transactions in those shares for the previous 90 days, including any transactions pursuant to automatic purchases, dividend reinvestments, and systematic withdrawal programs.

11

Once pre-clearance is granted, it is valid only until the close of the next business day (unless you have no direct control over the timing of the transaction, in which case you should request that the transaction be initiated as soon as reasonably possible after pre-clearance), and only for the security and amount indicated on the Pre-clearance Form. You may not alter the terms of the authorized sale without completing a new Pre-clearance Form and obtaining written authorization.

Failure to obtain pre-clearance for a sale of any Restricted Trading Security, or Marsico Fund shares, or MCM Sub-advised Fund shares is a serious breach of Marsico's rules. A violation may expose you to sanctions up to and including termination of employment. Failure to obtain pre-clearance also may require your trade to be canceled, and you may be required to bear any loss that results. MCM, in its discretion, may require any profits from an unauthorized trade to be donated to a charity designated by MCM.

b. Holding Period: As a general principle, Covered Persons should engage in personal securities transactions for investment purposes rather than to generate short-term trading profits. As a result, Covered Persons and accounts or securities in which they hold a Beneficial Ownership interest are generally prohibited from selling a Restricted Trading Security or Marsico Fund shares that you acquired within the previous 60 days. MCM may waive compliance with this requirement if you request a waiver in advance and show that you have good cause to be excused (such as a need to sell investments to buy a home). Waivers of the 60-day holding period requirement for Marsico Fund shares may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as for automatic investment or systematic withdrawal programs). The minimum sanction to be imposed for any initial violation of the 60-day holding period requirement for Marsico Fund shares will be disgorgement to the Fund of any profit on a sale of Marsico Fund shares before the expiration of the 60-day holding period. The Compliance Department's determination of the amount of the profit will be final.

c. Blackout Period: You may not sell a Restricted Trading Security for either seven days before, or seven days after, a trade in the same security or an equivalent security for a Fund or other client. This blackout period is intended to ensure that a Covered Person's securities transactions do not coincide with those of MCM's clients, and therefore minimize the possibility that the Covered Person may benefit from actions taken by MCM on behalf of its clients. The application of the blackout period before a trade for a Fund or other client poses certain difficulties, and could result in inadvertent violations of the Code (since it may be impossible to definitively determine whether a security will be bought or sold in the future). Nonetheless, Marsico makes reasonable efforts to ascertain whether a security will be purchased or sold for a Fund or other client after pre-approval in order to avoid even the appearance of impropriety.

If a pre-cleared trade ultimately falls within the blackout period, MCM may ask the Covered Person to cancel the transaction. If the transaction was pre-cleared but cannot be canceled, MCM may, but is not required to, impose a sanction if necessary or appropriate in the circumstances. MCM may waive compliance with the blackout period requirement if there is good cause or under other special circumstances approved by the Compliance or Legal Department.

12

Please contact the Compliance Department or the Legal Department if you have any question about the application of the blackout period.

E.1. Reports About Securities Holdings and Transactions

As an Employee, you must give MCM periodic written reports about your securities holdings, transactions, and accounts (and the securities or accounts of other persons if you have a Beneficial Ownership interest in them).(5) SEC requirements mainly control these reports and their contents. The reports are intended to assist Marsico in identifying conflicts of interest that could arise when you invest in a Covered Security or hold accounts that permit these investments, and to promote compliance with the Code. Marsico is sensitive to privacy concerns, and will try not to disclose your reports to anyone unnecessarily. Reports should be filed on forms like those attached or in accordance with instructions from MCM's Compliance Department.

Failure to file a timely, accurate, and complete report is a serious breach of SEC rules. If you are late in filing a report, or file a report that is misleading or incomplete, you may face sanctions including identification by name to the Funds' board of directors or MCM management, withholding of salary or bonuses, or termination of employment.

a. Initial Holdings Report: Within ten days after you begin employment with Marsico, you must submit to Marsico a report that contains:

(1) The name/title and ticker symbol (or CUSIP), and the number of equity shares of (or the principal amount of debt represented by) each Covered Security in which you have any direct or indirect Beneficial Ownership interest as of the date when you began employment with Marsico. You may provide this information in part by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information. All information contained in confirmations or account statements attached to the initial holdings report must be current as of a date not more than 45 days prior to the date of your employment.

In a separate section of the holdings report, you must report all holdings of Marsico Fund shares, MCM Sub-advised Fund shares, and Affiliated Fund shares.

(2) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained any account in which any securities (Covered Securities or not) were held for your direct or indirect Beneficial Ownership when you began employment with Marsico, the approximate date(s) when those accounts were established, the account numbers and names of the persons for whom the accounts are held.


(5) Covered Persons employed by entities other than Marsico and subject to another code of ethics should instead comply with its reporting requirements, as noted in Section B.

13

(3) .A statement (and a letter or other evidence) that you have instructed each broker, dealer, bank, or other institution to provide duplicate account statements and confirmations of all securities transactions to Marsico, unless Marsico indicates that the information is otherwise available to it. A sample Letter to Broker or Other Institution is attached.

(4) The date that you submitted the report.

b. Quarterly Transaction Report: Within thirty days after the end of each calendar quarter, you must submit to Marsico a report that contains:

(1) With respect to any transaction during the quarter in a Covered Security (including Marsico Fund shares, MCM Sub-advised Fund shares, or Affiliated Fund shares) in which you had any direct or indirect Beneficial Ownership interest:

(a) The date of the transaction (purchases, exchanges, sales), the name/title and ticker symbol (or CUSIP), interest rate and maturity date (if applicable), and the number of equity shares of (or the principal amount of debt represented by) each Security involved;

(b) The nature of the transaction (i.e., purchase, sale, or other type of acquisition or disposition);

(c) The price at which the transaction in the Security was effected; and

(d) The name of the broker, dealer, bank, or other institution with or through which the transaction was effected.

You may provide this information by referring to attached copies of broker transaction confirmations or account statements that contain all of the information, or by referring to statements or confirmations known to have been received by Marsico no later than 30 days after the end of the applicable calendar quarter.

(2) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained any account in which any securities (Covered Securities or not) were held during the quarter for your direct or indirect Beneficial Ownership, the account numbers and names of the persons for whom the accounts were held, and the approximate date when each account was established.

(3) A statement (and a letter or other evidence) that you have instructed each broker, dealer, bank, or other institution that has established a new account for the direct or indirect Beneficial Ownership of the Employee during the past quarter to provide duplicate account statements and confirmations of all securities transactions to Marsico, unless Marsico indicates that the information is otherwise available to it.

(4) The date that you submitted the report.

14

c. Annual Holdings Report: Annually, at a time determined by the Compliance Department, you must submit to Marsico a report that contains the following information as of the effective date:

(1) The name/title and ticker symbol (or CUSIP), and the number of equity shares of (or the principal amount of debt represented by) each Covered Security (including Marsico Fund shares, MCM Sub-advised Fund shares, or Affiliated Fund shares) in which you had any direct or indirect Beneficial Ownership interest on the effective date. You may provide this information by referring to attached copies of broker transaction confirmations or account statements that contain the information. All such information contained in confirmations or account statements attached to the holdings report must be current as of a date not more than 45 days before the report is submitted. If appropriate, you and MCM may rely on confirmations or account statements that have been previously provided to MCM.

(2) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) with which you maintained any account in which any securities (Covered Securities or not) were held for your direct or indirect Beneficial Ownership of the Employee on the effective date, the account numbers and names of the persons for whom the accounts are held, and the approximate date when each account was established.

(3) A statement (and a letter or other evidence) that you have instructed each broker, dealer, bank, or other institution to provide duplicate account statements and confirmations of all securities transactions to Marsico, unless Marsico indicates that the information is otherwise available to it.

(4) The date that you submitted the report.

Exception to requirement to list transactions or holdings: You need not list any securities holdings or transactions in any account over which you had no direct or indirect influence or control, unless requested by MCM. This may apply, for example, to a Special Account. You must still identify the existence of the account in your list of securities accounts.

You need not list additional transactions in a Limited Offering (after the initial transaction) if the additional transactions do not increase the amount of your investment or ownership interest beyond those originally approved by
MCM. If there are additional investments beyond the amounts approved, the transactions must be reported, and in some circumstances may require a new approval form (see attached form of Approval of Investment in Limited Offering).

Please ask the Compliance Department or the Legal Department if you have questions about reporting requirements.

15

E.2. Review of Reports and Other Documents

The Compliance Department will review each report submitted pursuant to
Section E.1. by Covered Persons for consistency with the Code, and will review each account statement or confirmation from institutions that maintain their accounts. To ensure adequate scrutiny, a report concerning a member of the Compliance Department will be reviewed by a different member of the Compliance Department.

F. Violations of the Code

All employees will promptly report any violations of the Code to the Chief Compliance Officer of MCM, the Chief Compliance Officer of the Funds, or a member of the Compliance Department.(6) Reports of violations of the Code may be submitted anonymously.

The Compliance Department will promptly investigate any violation or potential violation of the Code, and recommend to the Chief Compliance Officer of MCM or the Chief Compliance Officer of the Funds appropriate action to cure the violation and prevent future violations. The Compliance Department will keep a record of investigations of violations, including actions taken as a result of a violation. If you violate the Code, you may be subject to sanctions including identification by name to the Funds' board of directors or MCM management, withholding of salary or bonuses, or termination of employment. Violations of the Code also may violate federal or state laws and may be referred to authorities.

G. Protection of Material, Non-Public Information

MCM maintains comprehensive polices and procedures designed to prevent the misuse of material, non-public information ("Insider Trading Policy").(7) MCM's Insider Trading Policy is designed to ensure that MCM personnel act consistently with the fiduciary duties owed to clients, and that those personnel do not personally profit from MCM's proprietary information at the expense of clients or other persons to whom duties are owed. MCM's Insider Trading Policy is also designed to ensure that MCM's proprietary information is not disclosed improperly.

MCM's Insider Trading Policy generally prohibits employees from (1) buying or selling a security either personally or on behalf of any account or fund managed by MCM, while in possession of material, non-public information about that security or its issuer, or (2) communicating material, non-public information to others in violation of the law and the Insider Trading Policy.


(6) All violations of this Code must periodically be reported to MCM's Chief Compliance Officer.

(7) MCM's Insider Trading Policy covers all officers, directors and employees of MCM and any other persons as may from time to time fall within the definition of "persons associated with an investment adviser," as defined in the Advisers Act. MCM's Insider Trading Policy extends to activities within and outside of an employee's duties at MCM.

16

These prohibitions generally extend to communications of material, non-public information regarding MCM, its investment processes, analyses, recommendations, and holdings of MCM-advised accounts, the Marsico Funds, and any other registered investment companies sub-advised by MCM. Every MCM employee is required to read the Insider Trading Policy, to sign and return accompanying acknowledgements, and to retain a copy of the policy in a readily accessible place for reference.

Special Provision for Fund Trustees: This provision is intended to prevent the misuse of material, non-public information when a Trustee also serves as a director or officer of an operating company, if the company's securities are held by a Fund, or are under consideration for purchase or sale by the Fund. In those circumstances, the Trustee may not discuss the company or the Marsico Funds' holdings (or contemplated holdings) in the company with any employee of MCM or the Funds. The Trustee also should recuse himself or herself from any Board discussion or presentation regarding the securities of the company. The Trustee and any employee of MCM or the Funds may attend a general company meeting or other meeting, at which the Trustee may discuss the company with other members of the Board, the financial community, or securities analysts. Any questions regarding this policy should be discussed with the Chief Compliance Officer of the Funds.

H.1. Miscellaneous Issues concerning Board Service, Gifts, and Limited Offerings

Some conduct that does not involve personal trading may still raise concerns about potential conflicts of interest, and is therefore addressed here.

a. Service on Boards: As a Covered Person, you may not serve on the board of directors of any for-profit company that is the type of company in which MCM might reasonably consider investing for clients without MCM's prior written approval. Approval will be granted only if MCM believes that board service is consistent with the interests of Marsico's clients. If board service is authorized, you and MCM must follow appropriate procedures to ensure that you and Marsico do not obtain or misuse confidential information. MCM also may require you to show that any securities you receive from the for-profit company or organization are appropriate compensation.

b. Other Business Activities: As a Covered Person, you should consider your fiduciary responsibilities under the Code when accepting outside employment arrangements or involvement in outside business activities. Any questions should be directed to the Compliance Department or Legal Department.

c. Gifts: On occasion, you may be offered gifts from clients, brokers, vendors, or other persons not affiliated with Marsico who may be in a position to do business with Marsico. You may not accept extraordinary or extravagant gifts. You may accept gifts of a nominal value (i.e., no more than $100 annually from one person), customary business meals and entertainment if both you and the giver are present (e.g., sporting events), and promotional items (e.g., pens or mugs). You may not solicit gifts.

17

You may not give a gift that has a fair market value greater than $100 per year to persons associated with securities or financial organizations, exchanges, member firms, commodity firms, news media, or clients of MCM. You may provide reasonable entertainment to these persons if both you and the recipient are present. Please do not give or receive gifts or entertainment that would be embarrassing to you or Marsico if made public.

d. Limited Offerings in Private Companies: If you acquire a Limited Offering in a private company, either before association with Marsico or through an Exempted Transaction, MCM may have to follow special procedures if it later seeks to purchase securities of the same issuer for clients. You may be excluded from decision-making relating to such an investment. If you play a part in MCM's consideration of the investment, your interest may have to be disclosed to all clients for whom MCM may make the investment, and MCM's decision to invest must be independently reviewed by other investment personnel with no personal interest in the issuer.

H.2. Recordkeeping Requirements

Marsico or its agents will maintain the following records at their places of business in the manner stated below. These records may be made available to the Securities and Exchange Commission for reasonable periodic, special, or other examinations:

o A copy of the Code that is in effect, and any Code that was in effect at any time within the past five years (maintained in an easily accessible place);

o A record of any violation of the Code, and of any action taken as a result of the violation (maintained in an easily accessible place for five years after the end of the fiscal year in which the violation occurs);

o A copy of each report required to be submitted by a Covered Person under
Section E.1., including broker transaction confirmations or account statements (maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place);

o A record of all Covered Persons within the past five years, and who are or were required to make reports under the Code (maintained in an easily accessible place);

o A record of all persons who are or were responsible for reviewing reports of Covered Persons during the past five years (maintained in an easily accessible place);

o A copy of each report to the Board of Trustees of the Funds submitted under
Section H.3. of the Code (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);

o A copy of each written approval (including the reasons supporting such decision) of a Covered Person's acquisition of securities in an Initial Public Offering or a Limited Offering, and each written approval of other transactions, such as a Pre-clearance Form (maintained for at least five years after the end of the fiscal year in which the approval was granted); and

18

o A copy of each Covered Person's periodic Certificate of Compliance (acknowledging receipt of the Code and any amendments) under Section H.4. for five years (maintained in an easily accessible place).

H.3. Board Approval and Annual Review Requirements

This Code and any material changes must be approved by the Board of Trustees of the Funds, including a majority of the Outside Trustees, within six months after the adoption of the material change. Each approval must be based on a determination that the Code contains provisions reasonably necessary to prevent Covered Persons from engaging in any conduct prohibited by Rule 17j-l(b) under the 1940 Act, including conduct identified in Section C above.

At least annually, the Fund's Chief Compliance Officer, on behalf of MCM, will provide to the Board of Trustees of the Funds, and the Trustees will review, a written report that summarizes existing procedures concerning personal trading (including any changes in the Code), certifies that Marsico has adopted procedures reasonably necessary to prevent violations of the Code, describes any issues arising under the Code, including any material violations and sanctions imposed since the last report to the Board, and identifies any recommended changes to the Code.

MCM's Chief Compliance Officer must approve the Code on behalf of MCM. On an annual basis, MCM's Chief Compliance Officer, with the assistance of any designees, will also review the adequacy and effectiveness of the Code, and make any necessary recommendations for revisions of the Code.

MCM's Compliance Department is responsible for providing, as necessary, any training and education to Covered Persons regarding compliance with the Code.

H.4. Certification of Compliance

The Compliance Department will notify each Covered Person that he or she is subject to the Code and will provide each such person with a copy of the Code. Each Covered Person will be asked to certify initially and periodically that he/she has received, read, understands, and has complied or will comply with the Code. You must complete this Certification of Compliance upon commencement of employment and periodically thereafter. Any material amendments to the Code will be circulated prior to becoming effective.

19

H.5. Adoption and Effective Date

Approved by:               /s/ Steven Carlson

Title:                     Chief Compliance Officer

         Effective as of:           October 1, 2004

_____________________________________

         Amended:                   April 1, 2005

         Approved by:               /s/ Steven Carlson

         Title:                     Chief Compliance Officer

         Effective Date:            February 1, 2005


I.   Definitions

1. "Access Person" means:

(a) Any "MCM-Supervised Person," defined as any MCM partner, officer, director (or person with similar status or functions), or employee (or other person who provides investment advice for MCM and is subject to MCM's supervision or control), if the MCM-Supervised Person:

(i) Has access to non-public information regarding any MCM client's purchase or sale of securities, or non-public information regarding the portfolio holdings of any investment company advised or sub-advised by MCM; or

(ii) Is involved in making securities recommendations to clients, or has access to such recommendations that are non-public;

(b) Any "Advisory Person of the Funds or of MCM," defined as (i) any director, officer, general partner or employee of the Funds or MCM (or of any company in a control relationship to the Funds or MCM) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to those purchases or sales; and (ii) any natural person in a control relationship to the Funds or MCM who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund; and

(c) Any "Informed Underwriter Representative," defined as a director, officer, or general partner of the principal underwriter to the Funds who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose

20

functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities; provided that the Informed Underwriter Representative would not be required to meet reporting requirements under the Code (or any code of ethics maintained by the principal underwriter) unless the principal underwriter is an affiliated person of a Fund or MCM, or the Informed Underwriter Representative also serves as an officer, director, or general partner of a Fund or MCM.

(d) All directors, officers, and general partners of either MCM or the Funds are presumed to be Access Persons.

2. "Affiliated Fund" means any investment company (EXCEPT money market funds) for which a control affiliate of MCM (including a person that controls MCM, is controlled by MCM, or is under common control with MCM) acts as adviser, subadviser, or principal underwriter. Investment companies for which MCM acts as adviser or subadviser are NOT considered to be Affiliated Funds. MCM's Compliance Department will maintain a listing of Affiliated Funds and will periodically distribute the list to all Covered Persons.

3. "Beneficial Ownership" has the same meaning as under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) under the Act. Under those provisions, a person generally is the beneficial owner of (or has a Beneficial Ownership interest in) any securities in which the person has or shares a direct or indirect pecuniary interest. A person's Beneficial Ownership interest ordinarily extends to securities held in the name of a spouse, minor children, relatives resident in the person's home, or unrelated persons in circumstances that suggest a sharing of financial interests, such as when the person makes a significant contribution to the financial support of the unrelated person, or shares in profits of the unrelated person's securities transactions. Key factors in evaluating Beneficial Ownership include the person's ability to benefit from the proceeds of a security, and the extent of the person's control over the security.

4. "Covered Person" means any person subject to the Code, which generally includes any Access Person or any Employee.

5. "Covered Security" means any security, as defined in Section 2(a)(36) of the Investment Company Act, except (1) direct obligations of the U.S. government;
(2) bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; or
(3) shares issued by open-end registered investment companies (also known as mutual funds). NOTE THAT FOR PURPOSES OF THIS CODE, shares of the Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are considered Covered Securities.

6. "Employee" means (1) any Marsico Employee, and (2) any temporary staffer who has worked for Marsico continuously for more than 30 days.

7. "Exempted Transaction" means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally is exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., unless otherwise noted in Section D. An Exempted Transaction generally is not exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

21

8. "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.

9. "Limited Offering" means any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of the Securities Act or pursuant to Rule 504, 505, or 506 under the Securities Act. A Limited Offering generally includes any interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets, and certain interests in stock options or other deferred compensation.

10 "Marsico Employee" means any officer, principal, or permanent employee of MCM, and any officer, trustee, or permanent employee of the Funds. "Marsico Employee" does not include an inactive or semi-retired employee who receives salary or benefits, but does not actively participate in Marsico's business, have access to current information regarding the purchase or sale of Covered Securities by the Funds, or make recommendations regarding those purchases or sales.

11. "Restricted Trading Security" means any security that a Covered Person generally may not purchase because of the prohibition on purchases in Section D.1. Restricted Trading Securities include, without limitation, shares of common stock or preferred stock in a particular public operating company, MCM Sub-advised Fund shares, shares of closed-end investment companies, corporate bonds, and options or other derivatives based on any of these securities. A Covered Person may otherwise hold, acquire, or sell a Restricted Trading Security (other than MCM Sub-advised Fund shares after a reasonable time), as explained in Section D.1.

12. "Security Held or to be Acquired by a Fund" means (1) any Covered Security that within the most recent 15 days (a) is or has been held by one of the Funds or a mutual fund sub-advised by MCM; or (b) is being or has been considered by a Fund or MCM for purchase by the Fund or a mutual fund sub-advised by MCM; and
(2) any option to purchase or sell, and any security convertible into or exchangeable for, such a Covered Security.

13. "Special Account" means a managed account in which a financial adviser, trustee, or other person buys or sells Restricted Trading Securities for a Covered Person (or for a person in whose securities a Covered Person has a Beneficial Ownership interest), provided that the account meets the requirements described in Section D.2.f.(4).

22

J. Forms

Attached to the Code are the following forms:

o Initial Personal Holdings Report;
o Quarterly Personal Transaction Report;
o Annual Personal Holdings Report;
o Sample Letter to Broker or Other Institution;
o Initial/Periodic Certification of Compliance with Code of Ethics;
o Approval of Investment in Limited Offering;
o Approval of Investment in Initial Public Offering;
o Special Account Certification;
o Pre-clearance Form.

23

MARSICO CAPITAL MANAGEMENT, LLC ("MCM")
Initial Personal Holdings Report

To be completed by all New MCM Employees Within 10 Days after Beginning Employment

NAME: ___________________________________

EFFECTIVE DATE (WHEN YOU
BEGAN EMPLOYMENT WITH MCM): _____________________________

1. Please list every "Covered Security" in which you had any direct or indirect beneficial ownership interest on the Effective Date, including securities owned by other persons.(8)

A Covered Security includes shares of exchange-traded funds, unit investment trusts, municipal bonds and state 529 Plans, closed-end funds, depositary receipts, broker folios, common stock, preferred stock, corporate bonds, hedge funds, and limited partnership interests, among other securities. These may be held in custody or in certificate form.

Shares of Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are Covered Securities that are reported in a separate section on the holdings report. Money market funds do not need to be reported.

Shares of registered open-end investment companies (mutual funds) which are not listed above, direct obligations of the U.S. government, bank CDs, or other high-quality short-term debt are NOT included in the definition of Covered Securities and do not need to be reported.

* * *

You may rely on account statements or confirmations that provide the requested information. To do this, please attach copies to the report and state below that "Confirmations and/or account statements are attached". All information contained in attached confirmations or account statements must be current as of a date no more than 45 days prior to the date of your employment.


(8) You generally have an indirect beneficial ownership interest in, for example, securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a non-relative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative. Your completion of this report is not an admission for other purposes that you have an ownership interest in securities or accounts reported here.

24

Please write "None" below if you do not own a direct or indirect interest in a Covered Security.

-------------------------------------------- ---------------- ----------------
TITLE AND SYMBOL OF COVERED SECURITY         NUMBER OF SHARES PRINCIPAL AMOUNT
(including interest rate and maturity        (if equity)      (if debt)
date if applicable)
-------------------------------------------- ---------------- ----------------

-------------------------------------------- ---------------- ----------------

-------------------------------------------- ---------------- ----------------

-------------------------------------------- ---------------- ----------------

-------------------------------------------- ---------------- ----------------

-------------------------------------------- ---------------- ----------------

-------------------------------------------- ---------------- ----------------

-------------------------------------------- ---------------- ----------------

Please write "None" below if you do not own a direct or indirect interest in the following fund shares. Money market funds do not need to be reported.
MARSICO FUND SHARES, MCM SUB-ADVISED FUND SHARES, OR NUMBER OF AFFILIATED FUND SHARES (please list all shares or attach all SHARES

relevant account statements and/or confirmations)
------------------------------------------------------------- --------------

------------------------------------------------------------- --------------

------------------------------------------------------------- --------------

------------------------------------------------------------- --------------

------------------------------------------------------------- --------------

2. Please list the name and address of each broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account containing ANY securities held for your direct or indirect benefit on the Effective Date.

Please also list the approximate date the account was established, and registration information including the number of the account and the name in which it is registered (if not your own).

Securities accounts should be listed if they contain any securities, not just Covered Securities. Accounts to be listed include brokerage, IRA, 401(k), profit-sharing, pension, retirement, trust, mutual fund, hedge fund, or limited partnership accounts maintained for you, or for other persons if you have a beneficial ownership interest in the account.(9) You need not list accounts that hold no securities, such as a savings account. Your account with the MCM 401(k) plan is already listed for you.


(9) You generally have an indirect beneficial ownership interest in accounts owned by persons such as those listed in the previous footnote.

25

--------------------------------------- ----------------- ----------------------------------
NAME/ADDRESS OF BROKER,                 DATE SECURITIES   ACCOUNT REGISTRATION
DEALER, BANK, OR OTHER                  ACCOUNT WAS       (Self/Other) AND NUMBER/S
INSTITUTION                             ESTABLISHED
--------------------------------------- ----------------- ----------------------------------
Great-West Life & Annuity Insurance Co. (Please state     Self:
401(k) Operations                       approximate date) MCM 401(k) Plan No. 934587-01,
8525 East Orchard Road                                    Participant Account
Greenwood Village, Colorado 80111                         (Please state all account numbers)


--------------------------------------- ----------------- ----------------------------------
UMB Fund Services, Inc.                 (Please state     (Please state all account numbers)
803 West Michigan Street                approximate date)
Milwaukee, Wisconsin  53233



--------------------------------------- ----------------- ----------------------------------





--------------------------------------- ----------------- ----------------------------------





--------------------------------------- ----------------- ----------------------------------

3. Please send a letter or other instruction (sample attached) to every broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account for your direct or indirect benefit on the Effective Date.(10)

The letter or instruction should ask the institution to mail to MCM's compliance department (1) a duplicate confirmation of each transaction in each account, and
(2) a duplicate copy of each periodic account statement. Please attach to this report a copy of each letter or instruction.

* * *

You need not send a letter to the MCM 401(k) plan (which provides information to MCM directly), or send a letter to UMB about an account that holds only Marsico funds through UMB (which provides information to MCM). You also need not send a


(10) You need not send a new letter to an institution if you previously sent a similar letter that references every account maintained at that institution for your benefit on the Effective Date (including accounts maintained for other persons), and you attach a copy to this report.

26

letter to an institution (such as a real estate limited partnership) that holds a securities account for you (such as a record of a partnership interest) but does not itself invest in securities.

CERTIFICATION

I certify that I have responded fully to Request Nos. 1 and 2, and have instructed each broker, dealer, bank, or other institution to provide the information requested in Request No. 3 of this Initial Personal Holdings Report.

Name: _____________________________________


(please print)

Signature: _____________________________________

Date Submitted: ________________________________

Revised initial personal holdings report3.doc, September 19, 2006, 10:55 AM

27

MARSICO CAPITAL MANAGEMENT, LLC ("MCM")
Quarterly Personal Transaction Report

To be completed by all MCM Employees Within Thirty Days After Each Calendar Quarter

NAME:(11) _______________________________________

CALENDAR QUARTER JUST ENDED: (please indicate below)

1ST Q 2ND Q 3RD Q 4TH Q

200__

1. Please list on page 2 each "transaction" in the past quarter in a "Covered Security" in which you had a direct or indirect beneficial ownership interest.(12) A transaction generally happens when someone acquires or disposes of a Covered Security.

A Covered Security includes shares of exchange-traded funds, unit investment trusts, municipal bonds and state 529 Plans, closed-end funds, depositary receipts, broker folios, common stock, preferred stock corporate bonds, hedge funds, and limited partnership interests, among other securities.

Shares of Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are Covered Securities. Transactions in these shares are reported in a separate section of the transaction report. Money market fund transactions do not need to be reported.

Shares of registered open-end investment companies (mutual funds) which are not listed above, direct obligations of the U.S. government, bank CDs, or other high-quality short-term debt are NOT included in the definition of Covered Securities, and transactions in such investments do not need to be reported.

* * *


(11) This report also serves as MCM's record of every transaction in certain types of securities in which an advisory representative has any direct or indirect beneficial ownership, as required by Rule 204-2(a)(12) under the Investment Advisers Act.

(12) You generally have an indirect beneficial ownership interest in, for example, securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a non-relative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative. Your completion of this report is not an admission for other purposes that you have an ownership interest in securities or accounts reported here.

1

You may rely on confirmations or account statements that provide the requested information. To do this, please state on page 2 that: (a) "I know my broker/dealer/bank/other institution sent copies of all relevant confirmations and account statements to MCM no later than 30 days after the end of the applicable calendar quarter," if true; or (b) "Confirmations and/or account statements are attached" (and attach copies). Only (b) is acceptable for Marsico Fund shares, Marsico Sub-advised Fund shares, and Affiliated Fund shares.

Please write "None" on page 2 if no transaction in Covered Securities happened this quarter.

2

------------ ------------------------------- ----------- ----------- ---------------- ------------- ----------------
DATE OF      TITLE AND SYMBOL OF             NUMBER OF   PRINCIPAL   NATURE OF        PRICE OF      NAME OF BROKER,
TRANSACTION  COVERED SECURITY                SHARES      AMOUNT      TRANSACTION      COVERED       DEALER, OR BANK
             (including interest rate and    (if equity) (if debt)   (purchase, sale, SECURITY      through which
             andmaturity date if applicable)                         dividend, gift,  at which      transaction was
                                                                     etc.)            transaction   effected
                                                                                      was effected
------------ ------------------------------- ----------- ----------- ---------------- ------------- ----------------

[ ] I know my broker/dealer/bank/other institution sent copies of all relevant account statements and confirmations to MCM no later than 30 days after the end of the applicable calendar quarter.

[ ] I do not have any transactions to report this quarter.

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

(For Marsico Fund shares, MCM Sub-advised Fund shares, and Affiliated Fund shares, please list all transactions or attach all relevant account statements or confirmations - DO NOT INCLUDE MONEY MARKET FUNDS)
[ ] Confirmations and/or account statements are attached.

[ ] I do not have any transactions to report this quarter.

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

----------- -------------------------------- ----------- ----------- ---------------- ------------- ----------------

3

2. Please list the name and address of each broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account containing ANY securities held for your direct or indirect benefit in the past quarter.

Please also list the approximate date the account was established, and registration information including the number of the account and the name in which it is registered (if not your own).

Securities accounts should be listed if they contain any securities, not just Covered Securities. Accounts to be listed include brokerage, IRA, 401(k), profit-sharing, pension, retirement, trust, mutual fund, hedge fund, or limited partnership accounts maintained for you, or for other persons if you have a beneficial ownership interest in the account.(13) You need not list accounts that hold no securities, such as a savings account. Your account with the MCM 401(k) plan is already listed for you.

--------------------------------------- ----------------- ----------------------------------
NAME/ADDRESS OF BROKER,                 DATE SECURITIES   ACCOUNT REGISTRATION
DEALER, BANK, OR OTHER                  ACCOUNT WAS       (Self/Other) AND NUMBER/S
INSTITUTION                             ESTABLISHED
--------------------------------------- ----------------- ----------------------------------
Great-West Life & Annuity Insurance Co.  (Please state    Self:
401(k) Operations                       approximate date) MCM 401(k) Plan No. 934587-01
8525 East Orchard Road                                    Participant Account
Greenwood Village, Colorado 80111                         (Please state all account numbers)


--------------------------------------- ----------------- ----------------------------------
UMB Fund Services, Inc.                 (Please state     (Please state all account numbers)
803 West Michigan Street                approximate date)
Milwaukee, Wisconsin  53233


--------------------------------------- ----------------- ----------------------------------





--------------------------------------- ----------------- ----------------------------------





--------------------------------------- ----------------- ----------------------------------


(13) You generally have an indirect beneficial ownership interest in accounts owned by persons such as those listed in the previous footnote.

4

3. Please send a letter or other instruction (sample attached) to every broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that established a NEW account for your direct or indirect benefit in the past quarter.

The letter or instruction should ask the institution to mail to MCM's compliance department (1) a duplicate confirmation of each transaction in each account, and
(2) a duplicate copy of each periodic account statement. Please attach to this report a copy of each letter or instruction.

You need not send a letter to the MCM 401(k) plan (which provides information to MCM directly), or send a letter to UMB about an account that holds only Marsico funds through UMB (which provides information to MCM). You also need not send a letter to an institution (such as a real estate limited partnership) that holds a securities account for you (such as a record of a partnership interest) but does not itself invest in securities.

4. If you own an interest in a private fund or managed account that invests in securities and is not managed by MCM, please sign the private fund/managed account certification below.

GENERAL QUARTERLY CERTIFICATION

I certify that:

o I have responded fully to Request Nos. 1 and 2;

o I have instructed each broker, dealer, bank, or other institution to provide the information requested in Request No. 3 of this Quarterly Personal Transaction Report;

o I have signed the private fund/managed account certification below if I own an interest in a private fund or managed account that invests in securities and is not managed by MCM.

Name: _____________________________________


(please print)

Signature: _____________________________________

Date Submitted: ________________________________

5

PRIVATE FUND/MANAGED ACCOUNT CERTIFICATION

I own an interest in a private fund or managed account that invests in securities and is not managed by MCM. I certify that:

o The manager of the fund/account has complete control of the fund/account under a written grant of discretion or other formal agreement.

o I have no direct or indirect influence or control over the fund/account or investment decisions made for it.

o I (and any related person) have not disclosed and will not disclose to the fund/account manager any action that MCM has taken or may take relating to any security, or any consideration by Marsico of any security.

o The fund/account manager and other representatives of the fund/account have not disclosed and will not disclose to me any investment decision for the fund/account until after it has been implemented.

o I have reported and will continue to report to MCM the existence of the fund/account in my periodic reports.

o If requested, I will report the fund's/accounts securities holdings and transactions to MCM.

Name: _____________________________________


(please print)

Signature: _____________________________________

Date Submitted: ________________________________

Revised quarterly personal transaction report4.doc, September 19, 2006, 10:55 AM

6

SAMPLE LETTER TO BROKER OR OTHER INSTITUTION

Date

Institution Name
Address

Re: Request for Duplicate Confirmations and Account Statements Account Registration/Name: __________________________ Account No/s: ______________________________________

Dear Sir or Madam:

Effective at once, if you are not already doing so, please mail regularly to Marsico Capital Management, LLC:

(1) A duplicate confirmation of each transaction that occurs in all accounts listed above (and in any related accounts that are open now or in the future); and

(2) A duplicate copy of all periodic account statements for the same accounts.

The mailing address where the duplicate confirmations and statements should be sent is:

Marsico Capital Management, LLC
Attention: Compliance Department
1200 17th Street, Suite 1600
Denver, Colorado 80202

Thank you for your prompt attention to this matter.

Sincerely,

Your name

cc: Marsico Capital Management, LLC
Compliance Department

1

MARSICO CAPITAL MANAGEMENT, LLC ("MCM")
Annual Personal Holdings Report

To be completed by all MCM Employees annually as of an Effective Date determined by the Compliance Department within 45 days after Effective Date

NAME: _____________________________________

EFFECTIVE DATE: (please indicate) __________________________

1. Please list every "Covered Security" in which you had any direct or indirect beneficial ownership interest on the Effective Date, including securities owned by other persons.(14)

A Covered Security includes shares of exchange-traded funds, unit investment trusts, municipal bonds and state 529 Plans, closed-end funds, depositary receipts, broker folios, common stock, corporate bonds, preferred stock, hedge funds, and limited partnership interests, among other securities.

Shares of Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are Covered Securities that are reported in a separate section on the holdings report. Money market funds do not need to be reported.

Shares of registered open-end investment companies (mutual funds) which are not listed above, direct obligations of the U.S. government, bank CDs, or other high-quality short-term debt are NOT included in the definition of Covered Securities, and do not need to be reported.

* * *

You may rely on account statements or confirmations that provide the requested information. To do this, please attach copies to the report and state below that: "Confirmations and/or account statements are attached". All information contained in attached confirmations or account statements must be current as of a date no more than 45 days prior to the date of submission of this report.


(14) You generally have an indirect beneficial ownership interest in, for example, securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a non-relative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative. Your completion of this report is not an admission for other purposes that you have an ownership interest in securities or accounts reported here.

1

Please write "None" below if you do not own a direct or indirect interest in a Covered Security. Please list the security details or attach account statements containing the relevant information.


TITLE AND SYMBOL OF COVERED SECURITY NUMBER OF PRINCIPAL (including interest rate and maturity SHARES (if AMOUNT (if

date if applicable)                     equity)       debt)
--------------------------------------- ------------- --------------

--------------------------------------- ------------- --------------

--------------------------------------- ------------- --------------

--------------------------------------- ------------- --------------

--------------------------------------- ------------- --------------

--------------------------------------- ------------- --------------

--------------------------------------- ------------- --------------

--------------------------------------- ------------- --------------

Please write "None" below if you do not own a direct or indirect interest in the following fund shares. Money market funds do not need to be reported. Please list the fund share details or attach account statements containing the relevant information.

------------------------------------------ ----------------------
MARSICO FUND SHARES, MCM SUB-ADVISED FUND  NUMBER OF SHARES
SHARES, OR AFFILIATED FUND SHARES
------------------------------------------ ----------------------

------------------------------------------ ----------------------

------------------------------------------ ----------------------

------------------------------------------ ----------------------

------------------------------------------ ----------------------

2. Please list the name and address of each broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account containing ANY securities held for your direct or indirect benefit on the Effective Date.

Please also list the approximate date the account was established, and registration information including the number of the account and the name in which it is registered (if not your own).

Securities accounts should be listed if they contain any securities, not just Covered Securities. Accounts to be listed include brokerage, IRA, 401(k), profit-sharing, pension, retirement, trust, mutual fund, hedge fund, or limited partnership accounts maintained for you, or for other persons if you have a beneficial ownership interest in the account.(15) You need not list accounts that hold no securities, such as a savings account. Your account with the MCM 401(k) plan is already listed for you.


(15) You generally have an indirect beneficial ownership interest in accounts owned by persons such as those listed in the previous footnote.

2

--------------------------------------- ----------------- ------------------------------------
NAME/ADDRESS OF BROKER,                 DATE              ACCOUNT REGISTRATION
DEALER, BANK, OR OTHER                  SECURITIES ACCOUN (Self/Other) AND NUMBER/S
INSTITUTION                             WAS ESTABLISHED
--------------------------------------- ----------------- ------------------------------------
Great-West Life & Annuity Insurance Co.  (Please state    Self:
401(k) Operations                       approximate date) MCM 401(k) Plan No. 934587-01,
8525 East Orchard Road                                    Participant Account
Greenwood Village, Colorado 80111                         (Please state all account numbers)

--------------------------------------- ----------------- ------------------------------------
UMB Fund Services, Inc.                 (Please state     (Please state all account numbers)
803 West Michigan Street                approximate date)
Milwaukee, Wisconsin  53233


--------------------------------------- ----------------- ------------------------------------





--------------------------------------- ----------------- -------------------------------------





--------------------------------------- ----------------- -------------------------------------

3. Please send a letter or other instruction (sample attached) to every broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account for your direct or indirect benefit on the Effective Date.(16)

The letter or instruction should ask the institution to mail to MCM's compliance department (1) a duplicate confirmation of each transaction in each account, and
(2) a duplicate copy of each periodic account statement. Please attach to this report a copy of each letter or instruction.

* * *

You need not send a letter to the MCM 401(k) plan (which provides information to MCM directly), or send a letter to UMB about an account that holds only Marsico funds through UMB (which provides information to MCM). You also need not send a letter to an institution (such as a real estate limited partnership) that holds a securities account for you (such as a record of a partnership interest) but does not itself invest in securities.


(16) You need not send a new letter to an institution if you previously sent a similar letter that references every account maintained at that institution for your benefit on the Effective Date (including accounts maintained for other persons), and you attach a copy to this report.

3

CERTIFICATION

I certify that I have responded fully to Request Nos. 1 and 2, and have instructed each broker, dealer, bank, or other institution to provide the information requested in Request No. 3 of this Annual Personal Holdings Report.

Name: _____________________________________


(please print)

Signature: _____________________________________

Date Submitted: ________________________________

Revised annual personal holdings report4.doc, September 19, 2006, 10:55 AM

4

Sample Letter to Broker or Other Institution

Date

Institution Name
Address

Re: Request for Duplicate Confirmations and Account Statements Account Registration/Name: __________________________ Account No/s: ______________________________________

Dear Sir or Madam:

Effective at once, if you are not already doing so, please mail regularly to Marsico Capital Management, LLC:

(1) A duplicate confirmation of each transaction that occurs in all accounts listed above (and in any related accounts that are open now or in the future); and

(2) A duplicate copy of all periodic account statements for the same accounts.

The mailing address where the duplicate confirmations and statements should be sent is:

Marsico Capital Management, LLC Attention: Compliance Department 1200 17th Street, Suite 1600
Denver, Colorado 80202

Thank you for your prompt attention to this matter.

Sincerely,

Your name

cc: Marsico Capital Management, LLC
Compliance Department

1

Initial Certification of Compliance
WITH THE CODE OF ETHICS
OF MARSICO CAPITAL MANAGEMENT, LLC
AND THE MARSICO INVESTMENT FUND
To be completed by all New MCM Employees

I hereby acknowledge receipt of the Code of Ethics (the "Code") of Marsico Capital Management, LLC ("MCM") and the Marsico Investment Fund. I hereby certify that I (i) recently have read the Code (including any updates) and understand its provisions; (ii) will comply with the Code; (iii) have fully and accurately disclosed to MCM all of my securities holdings as required by the Code; and (iv) have requested brokerage confirmations and monthly account statements for all my securities accounts to be provided directly by my broker or bank or other institution to MCM as required by the Code.

Name:             _________________________________
                  (Please print or type clearly)

Signature:        _________________________________


Date:             _________________________________

1

Periodic Certification of Compliance
WITH THE CODE OF ETHICS
OF MARSICO CAPITAL MANAGEMENT, LLC
AND THE MARSICO INVESTMENT FUND
To be completed by all MCM Employees

I hereby acknowledge receipt of the Code of Ethics (the "Code") of Marsico Capital Management, LLC ("MCM") and the Marsico Investment Fund. I hereby certify that I (i) recently have re-read the Code (including any updates) and understand its provisions; (ii) have complied with and will continue to comply with the requirements of the Code; (iii) have fully and accurately disclosed to MCM all of my securities holdings and personal securities transactions on a quarterly and annual basis as required by the Code; and (iv) have requested brokerage confirmations and monthly account statements for all my securities accounts to be provided directly by my broker or bank or other institution to MCM as required by the Code.

Name:             _________________________________
                  (Please print or type clearly)

Signature:        _________________________________


Date:             _________________________________

1

Approval of Investment in Limited Offering

I _________________________________, hereby certify as follows:


(Print Name)

I seek the approval of Marsico Capital Management, LLC ("MCM") to invest in a Limited Offering (such as an interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets, or certain interests in stock options or other deferred compensation), as required by SEC rules and the Code of Ethics. The Limited Offering is an unregistered offering in: (please circle number)

1. A private operating company, partnership, limited liability company, or similar company that does not primarily invest in securities, but invests primarily in an operating business, real estate, or other assets. I have listed the name of the company, the nature of its business, and the amount of my anticipated investment over time. I believe that my investment in this company or partnership will not appropriate for myself an investment opportunity that should be reserved for MCM's clients, and will not conflict with the interests of MCM's clients, for the reasons stated below:






2. A hedge fund or other unregistered investment company that is advised or subadvised by MCM.

3. Any other hedge fund, venture capital fund, private equity fund, or other unregistered investment company that primarily invests in securities. I have listed below the name of the fund, name of the fund manager, nature of the fund's investments, amount of my anticipated investment over time, and any facts supporting my desire to invest in the fund.






1

I further certify that my investment in this hedge fund or other unregistered investment company will meet the following requirements:

(a) The fund manager will have complete control over the fund under a written grant of discretion or other formal arrangement described above, and I will have no direct or indirect influence or control over the fund or investment decisions made for it;

(b) I (and any related person) will not disclose to the fund manager or any representative of the fund any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(c) The fund manager and other fund representatives will not disclose to me any investment decision to be implemented for the fund until after the decision has been implemented; and

(d) I will report to MCM the existence of the fund account in my periodic holdings and transaction reports. I will report securities holdings and transactions in the fund through account statements or otherwise if requested, and meet any additional conditions stated below.

4. An unregistered interest in stock options or other deferred compensation. I seek the approval of Marsico Capital Management ("MCM") to participate in my employer's stock option plan and/or stock purchase plan through which my employer makes company stock available to me as part of my compensation arrangements. I have listed below the ESOP/ESPP Account, registration number, company name, securities to be held under the employment plan and any facts supporting my arrangement to hold an interest in the ESOP/ESPP Account. I believe that my receipt of these options or other compensation will not appropriate for myself an investment opportunity that should be reserved for MCM's clients, and will not conflict with the interests of MCM's clients, for the following reasons:






2

I certify that my investment activities in this ESOP/ESPP Account are subject to the following requirements:

(a) I understand that pursuant to the MCM Code of Ethics, I may buy or sell these Restricted Trading Securities under an employment arrangement, and may exercise or sell any options, if my employer or an affiliate issues the securities or options.

(b) I understand that I remain subject to the MCM Insider Trading Policy which forbids any Employee from (1) buying or selling a security while in possession of non-public, material information about that security, or (2) communicating material nonpublic information to others in violation of the law.

(c) I will report to MCM the existence of the ESOP/ESPP Account in my periodic holdings and transaction reports. I will report securities holdings and transactions in the Account through account statements or otherwise if requested, and meet any additional conditions stated below.

Name:    __________________________________
         (Signature)

Date:    __________________________________


Approved:________________________________
              (Compliance Department)

Date:    __________________________________

Additional Conditions:





Approval of Limited Offering.doc 9/19/2006

3

Approval of Investment in Initial Public Offering

I _________________________________, hereby certify as follows:


(Print Name)

I seek the approval of Marsico Capital Management ("MCM") to invest in an Initial Public Offering ("IPO"), as required by SEC rules and the Code of Ethics.

A. The IPO will be a public offering by an issuer described below: (please circle number below)

1. An issuer whose publicly issued securities I already own is making a rights offering under which all public shareholders may purchase a limited number of shares of an IPO. MCM has granted approval in the Code to invest in IPOs involving this type of rights offering.

2. An issuer whose privately issued securities I already own is offering private shareholders the opportunity to purchase shares of an IPO. I believe that my investment in IPO securities offered by this issuer will not appropriate for myself an investment opportunity that should be reserved for MCM's clients, and will not conflict with the interests of MCM's clients, for the following reasons:





3. An issuer will offer me the right to purchase shares of an IPO for reasons not stated above. I believe that my investment in IPO securities offered by this issuer will not appropriate for myself an investment opportunity that should be reserved for MCM's clients, and will not conflict with the interests of MCM's clients, for the following reasons:




1

B. I agree that if MCM grants approval to invest in the IPO, I will comply with any restriction on the subsequent sale of the securities that MCM chooses to impose, including waiting for at least a fixed period of time (such as 90 days) after the offering before selling the securities. I will also comply with the pre-approval, holding period, and blackout period requirements of the Code for the sale of the securities.

Name:    __________________________________
         (Signature)

Date:    __________________________________


Approved:________________________________
              (Compliance Department)

Date:    __________________________________

Additional Conditions:






Approval of Initial Public Offering.doc 9/19/2006

2

Special Account Certification

I _________________________________, hereby certify as follows:


(Print Name)

I seek the approval of Marsico Capital Management ("MCM") to hold an interest in a managed Special Account through which a financial adviser, trustee, or other person may buy or sell Restricted Trading Securities for me (or for another person in whose securities I have a Beneficial Ownership interest). Approval is required by the Code of Ethics.

I have listed below the Special Account, registration number, name of the financial adviser, trustee, or other person who will manage the Special Account, and any facts supporting my desire to hold an interest in the Special Account.






I certify that my investment in this Special Account will meet the following requirements:

(a) The financial adviser, trustee, or other person who manages the Special Account will have complete control over the account under a written grant of discretion or other formal arrangement described above, and I will have no direct or indirect influence or control over the Special Account or investment decisions made for it;

(b) I (and any related person) will not disclose to the financial adviser, trustee, or other person who manages the Special Account any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(c) The financial adviser, trustee, or other person who manages the Special Account will not disclose to me any investment decision to be implemented for the Special Account until after the decision has been implemented; and

(d) I will report to MCM the existence of the Special Account in my periodic holdings and transaction reports. I will report securities holdings and transactions in the Special Account through account statements or otherwise if requested, and meet any additional conditions stated below.

1

Name:    __________________________________
         (Signature)

Date:    __________________________________


Approved:________________________________
              ( Compliance Department)

Date:    __________________________________

Additional Conditions:






Special Acct Cert.doc 9/19/06

2

Pre-clearance Form

Employee Name _________________________________

Person on whose Behalf Trade is Being Executed (if different) __________________

Broker _________________________________ Brokerage Account Number_____________

Security/Fund __________________________ Ticker Symbol _______________________

Number of Shares or Units ______________ Price per Share or Unit _____________

Approximate Total Price __________________

To the best of your knowledge, is the requested transaction consistent with the letter and spirit of the MCM Insider Trading Policy? Yes___ No___

To the best of your knowledge, is the requested transaction consistent with the letter and spirit of the MCM/Marsico Funds Code of Ethics? Yes___ No___

Have you acquired the securities within the last 60 days? Yes___ No___ (attach 90-day transaction history for Marsico Fund shares or Marsico Sub-advised Fund shares)
I certify that the above information is complete and accurate.

Signature                                   Date
--------------------------------------------------------------------------------
                       For Compliance Department Use Only
--------------------------------------------------------------------------------

Information from Trading Desk:

Current Orders on desk? ___________________________________________

Traded within the last 7 days? ____________________________________

Portfolio managers planning on trading in next 7 days? ____________

Remarks: _________________________________________________________________

Approval/Disapproval

Approved: Y___ N___ Returned to employee on (date)________________________

Approved by Date: Signature:

MCM PRECLEARANCE FORM.doc 9/19/06

1

MFS Investment Management logo

MFS Investment Management Code of Ethics

--------------------------------------------------------------------------------
Owner(s):                         Effective Date:
MFS Chief Compliance Officer      Replaces Policy Version Dated: January 1, 2005
MFS Conflicts Officer
Contact Persons:                  Policy Committee Approval: March 2, 2006
codeofethics@mfs.com
Thomas Ryan, ext. 55186           Board Approval: [April 2006]
Yasmin Motivala, ext. 55080
Jennifer Estey, ext. 54477
Teri Anderholm, ext 55930

Applicability:
All MFS employees
--------------------------------------------------------------------------------

At the direction of the MFS Code of Ethics Oversight Committee (the "Committee"), the above listed personnel and the MFS Investment Management Compliance Department in general, are responsible for implementing, monitoring, amending and interpreting this Code of Ethics.


                                Table of Contents

Overview and Scope.............................................................4

Scope and Statement of General Fiduciary Principles............................6

Definitions....................................................................7

Procedural Requirements of the Code Applicable to All MFS Employees (Non-Access

Persons, Access Persons and Investment Personnel).............................10

      Compliance with Applicable Federal Securities Laws......................10

      Reporting Violations....................................................10

      Certification of Receipt and Compliance.................................10

      Use of Preferred Brokers................................................11

      Reportable Funds Transactions and Holdings..............................11

      Disclosure of Employee Related Accounts and Holdings (for details on the
      specific reporting obligations, see Appendix B).........................11

      Transactions Reporting Requirements.....................................12

      Discretionary Authorization.............................................12

      Excessive Trading.......................................................13

      Use of MFS Proprietary Information......................................13

      Futures and Related Options on Covered Securities.......................13

      Initial Public Offerings................................................13

Trading Provisions, Restrictions and Prohibitions Applicable to All Access
Persons and Investment Personnel (collectively, "Access Persons" unless
otherwise noted)..............................................................14

      Pre-clearance...........................................................14

      Private Placements......................................................15

      Initial Public Offerings................................................16

      Restricted Securities...................................................16

      Short-Term Trading......................................................16

      Service as a Director...................................................17

Trading Requirements Applicable to Portfolio Managers.........................18

      Portfolio Managers Trading in Reportable Funds..........................18

      Portfolio Managers Trading Individual Securities........................18

Administration and Enforcement of the Code of Ethics..........................19

      Applicability of the Code of Ethics' Provisions.........................19

      Review of Reports.......................................................19

      Appeal of Sanction(s)...................................................19

      Amendments and Committee Procedures.....................................19

Beneficial Ownership..................................................Appendix A

Reporting Obligations.................................................Appendix B

Specific Country Requirements..........................................Exhibit A

Access Categorization of MFS Business Units............................Exhibit B

Security Types and Pre-Clearance and Reporting Requirements............Exhibit C

Private Placement Approval Request.....................................Exhibit D

Initial Public Offering Approval Request...............................Exhibit E

The following related policies can be viewed by clicking on the links. They are also available on the Compliance Department's intranet site unless otherwise noted.

Note: The related policies and information are subject to change from time to time.

MFS Inside Information Policy

MFS Code of Business Conduct

The Code of Ethics for Personal Trading and Conduct for Non-Management Directors

The Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds and Compass Funds

MFS Policy of Handling Complaints

MFS-SLF Ethical Wall Policy

Current list of MFS' direct and indirect subsidiaries (located on the Legal Department intranet site)

Current list of funds for which MFS acts as adviser, sub-adviser or principal underwriter ("Reportable Funds")

Current list of preferred broker dealers


Overview and Scope

MFS' Code of Ethics (the "Code") applies to Massachusetts Financial Services Company as well as all of its direct and indirect subsidiaries (collectively, "MFS") and is designed to comply with applicable federal securities laws. The MFS Compliance Department, under the direction of MFS' Chief Compliance Officer, administers this policy.

The provisions of this Code apply to all of MFS' employees wherever located. and other persons as designated by the Code of Ethics Oversight Committee (the "Committee"), as detailed on page 6 in Part II of the Definitions section of the Code. In certain non-U.S. countries, local laws or customs may impose requirements in addition to the Code. MFS Employees residing in a country identified in Exhibit A are subject to the applicable requirements set forth in Exhibit A, as updated from time to time. The Code complements MFS' Code of Business Conduct. (See the Table of Contents for a link to this policy and other related policies). As an Employee of MFS, you must follow MFS' Code of Business Conduct, and any other firm-wide or department specific policies and procedures.

This Code does not apply to directors of MFS who are not also MFS Employees ("MFS Non-Management Directors") or Trustees/Managers of MFS' sponsored SEC registered funds who are not also Employees of MFS ("Fund Non-Management Trustees"). MFS Non-Management Directors and Fund Non-Management Trustees are subject to the Code of Ethics for Personal Trading and Conduct for Non-Management Directors and the Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds and Compass Funds, respectively (see the Table of Contents for links to these policies). MFS Employees must be familiar, and to the extent possible, comply with the Role Limitations and Information Barrier Procedures of these separate codes of ethics. In addition, MFS Employees must understand the MFS-SLF Ethical Wall Policy (see the Table of Contents for a link to this policy).

The Code is structured as follows:

o Section I identifies the general purpose of the policy.

o Section II defines Employee classifications, Employee Related Accounts, Covered Securities and other defined terms used in the Code.

o Section III details the procedural requirements of the Code which are applicable to all MFS Employees.

o Section IV identifies the trading provisions and restrictions of the Code which are applicable to Access Persons and Investment Personnel (as defined in Section II).

4

o Section V details specific trading prohibitions applicable to Portfolio Managers and Research Analysts (as defined in Section II).

o Section VI outlines the administration of the Code, including the imposition and administration of sanctions.

o Appendix A provides additional guidance and examples of beneficial ownership.

o Appendix B details the specific reporting obligations for Employees.

5

I. Scope and Statement of General Fiduciary Principles

Employees of MFS have an obligation to conduct themselves in accordance with the following principles:

o You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interests of MFS' clients;

o You have a duty to attempt to avoid actual and potential conflicts of interests between personal activities and MFS' clients activities; and

o You must not take advantage of your position at MFS to misappropriate investment opportunities from MFS' clients.

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest(s) with clients or abuse of your position of trust and responsibility.

MFS considers personal trading to be a privilege, not a right. When making personal investment decisions, you must exercise extreme care to ensure that the prohibitions of this Code are not violated. Furthermore, you should conduct your personal investing in such a manner that will eliminate the possibility that your time and attention are devoted to your personal investments at the expense of time and attention that should be devoted to your duties at MFS.

In connection with general conduct and personal trading activities, Employees must refrain from any acts with respect to MFS' clients, which would be in conflict with MFS' clients or cause a violation of applicable securities laws, such as:

o Employing any device, scheme or artifice to defraud;

o Making any untrue statement of a material fact to a client, or omitting to state a material fact to a client necessary in order to make the statement not misleading;

o Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit; or

o Engaging in any manipulative practice.

It is not possible for this policy to address every situation involving MFS Employees' personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases with the view of placing MFS' clients' interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of the Code will not automatically insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any client of MFS.

6

II. Definitions

The definitions are designed to help you understand the application of the Code to MFS employees, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Compliance Department if you have any questions. The specific requirements of the Code begin on page 10. Please refer back to these definitions as you read the Code.

A. Categories of Personnel

1. Investment Personnel means and includes:

a) Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, support staff, etc.;

b) Other persons designated as Investment Personnel by MFS' Chief Compliance Officer ("CCO"), MFS' Conflicts Officer ("Conflicts Officer") or their designee(s), or the Code of Ethics Oversight Committee ("Committee").

2. Portfolio Managers are employees who are primarily responsible for the day-to-day management of a portfolio. Research Analysts (defined below) are deemed to be Portfolio Managers with respect to portfolio securities within the industry they cover in relation to any portfolio managed collectively by a committee of Research Analysts (e.g., MFS Research Fund).

3. Research Analysts are employees whose assigned duties solely are to make investment recommendations to or for the benefit of any portfolio.

4. Access Persons are those Employees, who, (i) in the ordinary course of their regular duties, make, participate in or obtain information regarding the purchase or sale of securities by any MFS client; (ii) have access to nonpublic information regarding any MFS client's purchase or sale of securities; (iii) have access to nonpublic information regarding the portfolio holdings of any MFS client; or
(iv) have involvement in making securities recommendations to any MFS client or have access to such recommendations that are nonpublic. All Investment Personnel (including Portfolio Manager and Research Analysts) are also Access Persons. Please see Exhibit B for the Access Person designations of MFS' business unit personnel.

5. Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.

7

6. MFS Employees or Employee are all officers, directors (who are also MFS Employees) and Employees of MFS.

7. NASD Affiliated Person is an Employee who is also associated with an NASD-member firm, or licensed by the NASD.

8. Covered Person means a person subject to the provisions of this Code. This includes MFS Employees and their related persons, such as spouses and minor children, as well as other persons designated by the CCO or Conflicts Officer, or their designee(s), or the Committee (who shall be treated as MFS Employees, Access Persons, Non-Access Persons, Portfolio Managers or Research Analysts, as designated by the CCO or Conflicts Officer, or their designees(s), or the Committee). Such persons may include fund officers, consultants, contractors and employees of Sun Life Financial, Inc. providing services to MFS.

B. Accounts are all brokerage accounts and Reportable Fund accounts.

C. Employee Related Account of any person related to this Code includes but is not limited to:

1. The Employee's own Accounts and Accounts "beneficially owned" by the Employee as described below;

2. The Employee's spouse/domestic partner's Accounts and the Accounts of minor children and other relatives in the Employee's household;

3. Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in their household have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and

4. Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives in the Employee's household exercises investment discretion or direct or indirect influence or control.

See Appendix A for a more detailed discussion of beneficial ownership. For additional guidance in determining beneficial ownership, contact the Compliance Department.


Any person subject to this Code is responsible for compliance with these rules with respect to any Employee Related Account, as applicable.

D. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in

8

accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and MFS contributions to the MFS retirement plans.

E. CCO means MFS' Chief Compliance Officer.

F. Committee means the Code of Ethics Oversight Committee.

G. Conflicts Officer means MFS' Conflicts Officer.

H. Covered Securities are generally all securities. See Exhibit C for application of the Code to the various security types and for a list of securities which are not Covered Securities.

I. IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or foreign financial regulatory authority.

J. 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, you must consult with the Compliance Department).

K. Reportable Fund means any fund for which MFS acts as investment adviser, sub-adviser or principal underwriter. Such funds include MFS' retail funds, MFS Variable Insurance Trust, MFS Institutional Trust, MFS/Sun Life Series Trust, Compass Variable Accounts, and funds for which MFS serves as sub-adviser, as well as MFS offshore funds (e.g., MFS Meridien Funds). See the Table of Contents for a link to the list of Reportable Funds.

9

III. Procedural Requirements of the Code Applicable to All MFS Employees
(Non-Access Persons, Access Persons and Investment Personnel)

A. Compliance with Applicable Federal Securities Laws.

MFS is subject to extensive regulation. As an MFS Employee, you must comply not only with all applicable federal securities laws but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable federal securities laws. MFS Employees resident outside the U.S. must also comply with local securities laws (see Exhibit A for specific country requirements). In addition, MFS Employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of MFS' clients, whether or not covered by the provisions of this policy.

B. Reporting Violations.

MFS Employees are required to report any violation, whether their own or another individual's, of the Code, Inside Information Policy, or Code of Business Conduct, and any amendments thereto (collectively, the "Conduct Policies"). Reports of violations other than your own may be made anonymously and confidentially to the MFS Corporate Ombudsman, as provided for in the MFS Policy of Handling Complaints (see the Table of Contents for a link to this policy). Alternatively, you may contact the CCO or the Conflicts Officer or their designee(s).

C. Certification of Receipt and Compliance.

1. Initial Certification (New Employee)

Each new MFS Employee will be given copies of the Conduct Policies. Within 10 calendar days of commencement of employment, each new Employee must certify that they have read and understand the provisions of the Conduct Policies. This certification must be completed using the Code of Ethics system at https://mfs.ptaconnect.com. The Code of Ethics Oversight Committee (the "Committee") may, at its discretion, determine that this reporting requirement may be fulfilled instead using paper forms.

2. Quarterly Certification of Compliance.

On a quarterly basis, all Employees will be expected to certify that they: (i) have received copies of the then current Conduct Policies; (ii) have read and understand the Conduct Policies and recognize that they are subject to their requirements; and, (iii) have complied with all applicable requirements of the Conduct Policies. This certification shall apply to all Employee Related Accounts, and must be completed using the Code of Ethics system

10

at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

D. Use of Preferred Brokers

All Employees are strongly encouraged to maintain Employee Related Accounts at, and execute all transactions in Covered Securities through, one or more broker-dealers as determined by the Committee. (See the Table of Contents for a link to the list of preferred broker-dealers.) New Employees should initiate a transfer of Employee Related Accounts to one or more of the preferred brokers within 45 days of their hire date. Upon opening such an Account, Employees are required to disclose the Account to the Compliance Department. MFS Employees must also agree to allow the broker-dealer to provide the Compliance Department with electronic reports of Employee Related Accounts and transactions executed therein and to allow the Compliance Department to access all Account information.

Employees are required to receive approval from the Committee to maintain an Employee Related Account with broker-dealers other than those on the preferred list. Permission to open or maintain an Employee Related Account with a broker-dealer other than those on the list of approved brokers will not be granted or may be revoked if transactions are not reported as described below in Transactions Reporting Requirements, Section III. G.

E. Reportable Funds Transactions and Holdings

MFS Employees are subject to the same policies against excessive trading that apply for all shareholders in Reportable Funds. These policies, as described in the Reportable Funds' prospectuses, are subject to change.

In addition, Employees are required to purchase and maintain investments in Reportable Funds sponsored by MFS through MFS, or another entity designated by MFS for Reportable Funds not available for sale in the U.S. Transactions and holdings in sub-advised Reportable Funds or Reportable Funds not available for sale in the U.S. must be reported as described below. (See the Table of Contents for a link to the list of products sub-advised by MFS.)

F. Disclosure of Employee Related Accounts and Holdings (for details on the specific reporting obligations, see Appendix B)

1. Initial Report

11

Each new Employee must disclose to the Compliance Department all Employee Related Accounts and all holdings in Covered Securities whether or not held in an Employee Related account within 10 calendar days of their hire. This report must be made using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. Also, any Employee Related Accounts newly associated with an Employee, through marriage or any other life event, must be disclosed promptly, typically within 10 days of the event.

2. Annual Update

On an annual basis, all Employees will be required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities, whether or not held in an Employee Related Account. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted.

G. Transactions Reporting Requirements

Each Employee must either report and/or verify all transactions in Covered Securities. Reports must show any purchases or sales for all Covered Securities whether or not executed in an Employee Related Account. Reports must show any purchases or sales for all Covered Securities. Employees must submit a quarterly report within 30 days of calendar quarter end even if they had no transactions in Covered Securities within the quarter. Reports must be submitted using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. For purposes of this report, transactions in Covered Securities that are effected in Automatic Investment Plans need not be reported.

H. Discretionary Authorization

Generally, Employees are prohibited from exercising discretion over accounts in which they have no beneficial interest. Under limited circumstances, and only with prior written approval from the Compliance Department, an Employee may be permitted to exercise such discretion. In addition, Employees must receive prior written approval from the Compliance Department before: (i) assuming power of attorney related to financial or investment matters for any person or entity; or (ii) accepting a position on an investment committee for any entity. Further, Employees must notify the Compliance Department upon becoming an executor or trustee of an estate.

12

I. Excessive Trading

Excessive or inappropriate trading that interferes with job performance or compromises the duty that MFS owes to its clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Compliance Department and reported to senior management for review. A pattern of excessive trading may lead to disciplinary action under the Code.

J. Use of MFS Proprietary Information

MFS' investment recommendations and other proprietary information are for the exclusive use of our clients. Employees should not use MFS' proprietary information for personal benefit. Any pattern of personal trading suggesting use of MFS' proprietary information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS' investment recommendations is prohibited.

K. Futures and Related Options on Covered Securities

Employees are prohibited from using futures or related options on a Covered Security to evade the restrictions of this Code. Employees may not use futures or related options transactions with respect to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security.

L. Initial Public Offerings

Employees who are also NASD Affiliated Persons are prohibited from purchasing equity securities in an IPO.

M. Investment Clubs and Investment Contests

MFS generally prohibits Employees from direct or indirect participation in an investment club, or investment contest. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes or winnings as a result of participation in such activities.

13

IV. Trading Provisions, Restrictions and Prohibitions Applicable to All Access Persons and Investment Personnel (collectively, "Access Persons" unless otherwise noted)

A. Pre-clearance

Access Persons must pre-clear before effecting a personal transaction in any Covered Security, except for Reportable Funds. Note: All closed-end funds, including closed-end funds managed by MFS, must be pre-cleared.

Generally, a pre-clearance request will not be approved if it would appear that the trade could have a material influence on the market for that security or would take advantage of, or hinder, trading by any client within a reasonable number of days. Additionally, any pre-clearance request may be evaluated to determine compliance with other provisions of the Code relevant to the trade or as market or other conditions warrant.

To avoid inadvertent violations, good-till-cancelled orders are not permitted.

Pre-clearance requests will generally be limited to US trading hours with the exception of international employees where pre-clearance is permitted during a specific time-frame as determined by the Code of Ethics Oversight Committee.

o Information regarding current pre-clearance hours is available on the Code of Ethics system https://mfs.ptaconnect.com.

Pre-clearance approval is good for the same business day authorization is granted, with the exception of employees in Japan, Hong Kong, or Singapore (Asia).

o In order to pre-clear, an Access Person must enter his/her trade request in to the Code of Ethics system https://mfs.ptaconnect.com on the day they intend to trade.

By seeking pre-clearance, Access Persons will be deemed to be advising the Compliance Department that they (i) do not possess any material, nonpublic information relating to the security; (ii) are not using knowledge of any proposed trade or investment program relating to any client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Compliance Department.

Pre-clearance may be denied for any reason. An Access Person is not entitled to receive any explanation or reason if their pre-clearance request is denied.

14

Pre-clearance is not required for the below list of transactions. Please see Exhibit C for whether these transactions need to be reported:

o Purchases or sales that are not voluntary except for transactions executed as a result of a margin call or forced cover of a short position. These include, but are not limited to mandatory tenders (e.g., combination of companies as a result of a merger or acquisition), transactions executed by a broker to cover negative cash balance in an account, broker disposition of fractional shares and debt maturities. Voluntary tenders and other non-mandatory corporate actions should be pre-cleared, unless the timing of the action is outside the control of the Employee;

o Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance (provided that dividend reinvestment plans need not be disclosed to the Compliance Department in advance);

o Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit C); and

o Subject to prior approval from the Committee, , trades in an account where investment discretion is delegated to an independent third party.

B. Private Placements

Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement. The Compliance Department will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the Compliance Department with a completed Private Placement Approval Request (see Exhibit D).

If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section III. F. and Section III. G.).

If the Access Person is also a Portfolio Manager and has a material role in the subsequent consideration of securities of the issuer (or one that is affiliated) by any client portfolio after being permitted to make a Private Placement, the following steps must be taken:

1. The Portfolio Manager must disclose the Private Placement interest to a member of MFS' Investment Management Committee.

2. An independent review by the Compliance Department in conjunction with other appropriate parties must be obtained for any subsequent decision to

15

buy any securities of the issuer (or one that is affiliated) for the Portfolio Manager's assigned client portfolio(s) before buying for the portfolio(s). The review must be performed by the Compliance Department in consultation with other appropriate parties.

C. Initial Public Offerings

Access Persons are generally prohibited from purchasing securities in either an IPO or a secondary offering. Under limited circumstances and only with prior approval from the Compliance Department, in consultation with the Committee and/or other appropriate parties, certain Access Persons may purchase equity securities in an IPO or a secondary offering, provided the Compliance Department and/or other appropriate parties determines such purchase does not create a reasonable prospect of a conflict of interest with any Portfolio. To request permission to purchase equity securities in an IPO or a secondary equity offering, the Access Person must provide the Compliance Department with a completed request form (see Exhibit E). To request permission to purchase new issues of fixed income securities, the Access Person must pre-clear the security using the Code of Ethics system at https://mfs.ptaconnect.com.

D. Restricted Securities.

Access Persons may not trade for their Employee Related Accounts securities of any issuer that may be on any complex-wide restriction list maintained by MFS from time to time.

E. Short-Term Trading

All Access Persons are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent Covered Security (including Reportable Funds) within 60 calendar days. Profits from such trades must be disgorged (surrendered) in a manner acceptable to MFS. Any disgorgement amount shall be calculated by the Compliance Department, the calculation of which shall be binding. Note that this provision is also applicable to Reportable Funds held in the MFS Retirement Savings Plan or Defined Contribution Plan, as well as all non-retirement plan Employee Related Accounts held through MFS or other entity designated by MFS. This provision does not apply to:

o Transactions in Covered Securities, other than Reportable Funds, that are exempt from the pre-clearance requirements described above (see Exhibit C);

16

o Transactions executed in Employee Related Accounts that, with prior approval from the Compliance Department, are exempt from pre-clearance;

o Transactions in MFS' money market funds and other Reportable Funds with a stable net asset value; or

o Transactions effected through an Automatic Investment Plan.

F. Service as a Director

Access Persons must obtain prior approval from the Compliance Department to serve on a board of directors or trustees of a publicly traded company or a privately held company that is reasonably likely to become publicly traded within one year from the date the Access Person joined the board. In the event an Access Person learns that a privately held company for which the Access Person serves as a director or trustee plans to make a public offering, the Access Person must promptly notify the Compliance Department. Access Persons serving as directors or trustees of publicly traded companies may be isolated from other MFS Employees through "information barriers" or other appropriate procedures.

Access Persons who would like to serve on a board of directors or trustees of a non-profit organization must refer to the Code of Business Conduct for procedures to engage in the outside activity.

17

V. Trading Requirements Applicable to Portfolio Managers

A. Portfolio Managers Trading in Reportable Funds

No Portfolio Manager shall buy and sell (or sell and buy) for his or her Employee Related Accounts within 14 calendar days shares of any Reportable Fund with respect to which he or she serves as a Portfolio Manager. For purposes of this prohibition, Research Analysts are considered to be Portfolio Managers in relation to the entire portfolio of any Reportable Fund managed collectively by a committee of Research Analysts (e.g., MFS Research Fund). This provision does not apply to transactions effected through an Automatic Investment Plan.

B. Portfolio Managers Trading Individual Securities

Portfolio Managers are prohibited from trading a security for their Employee Related Accounts for seven calendar days before or after a transaction in the same or equivalent security in a client portfolio for which he or she serves as Portfolio Manager. If a Portfolio Manager receives pre-clearance authorization to trade a security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in his or her client portfolio, the Portfolio Manager must contact the Compliance Department prior to executing any trades for his or her client portfolio.

18

VI. Administration and Enforcement of the Code of Ethics

A. Applicability of the Code of Ethics' Provisions

The Committee, or its designee(s), has the discretion to determine that the provisions of the Code of Ethics policy do not apply to a specific transaction or activity. The Committee will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Employee who would like such consideration must submit a request in writing to the Compliance Department.

B. Review of Reports

The Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may be notified of the Compliance Departments review.

C. Violations and Sanctions

Any potential violation of the provisions of the Code or related policies will be investigated by the Compliance Department, or, if necessary, the Committee. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to one or more of the following: a warning letter, fine, profit surrender, personal trading ban, termination of employment or referral to civil or criminal authorities. Material violations will be reported promptly to the respective boards of trustees/managers of the Reportable Funds or relevant committees of the boards.

D. Appeal of Sanction(s)

Employees deemed to have violated the Code may appeal the determination by providing the Compliance Department with a written explanation within 30 days of being informed of the outcome. If appropriate, the Compliance Department will review the matter with the Committee. The Employee will be advised whether the sanction(s) will be imposed, modified or withdrawn. Such decisions on appeals are binding. The Employee may elect to be represented by counsel of his or her own choosing and expense.

E. Amendments and Committee Procedures

The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practice. The Committee shall submit any such amendments to MFS' Internal Compliance

19

Controls Committee. In addition, the Committee shall submit any material amendments to this Code to the respective boards of trustees/managers of the Reportable Funds, or their designees, for approval no later than 6 months after adoption of the material change.

20

Appendix A

Beneficial Ownership

MFS' Code of Ethics (the "Code") states that the Code's provisions apply to accounts beneficially owned by the Employee, as well as accounts under direct or indirect influence or control of the Employee. Essentially, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:

o Accounts and securities held by immediate family members sharing the same household; and

o Securities held in trust (certain exceptions may apply).

In addition, an Employee may be considered a beneficial owner of an account or securities when the Employee can exercise direct or indirect investment control.

Practical Application

o If an adult child is living with his or her parents: If the child is living in the parents' house, but does not financially support the parent, the parents' accounts and securities are not beneficially owned by the child. If the child works for MFS and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code. If, however, one or both parents work for MFS, and the child is supported by the parent(s), the child's accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child's accounts and securities.

o Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the Employee contributes to the maintenance of the household and the financial support of the partner, the partner's accounts and securities are beneficially owned by the employee and are therefore subject to the Code.

o Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another's accounts and securities.

o UGMA/UTMA accounts: If the Employee, or the Employee's spouse, is the custodian for a minor child, the account is beneficially owned by the Employee. If someone other than the Employee, or the Employee's spouse, is the custodian for the Employee's minor child, the account is not beneficially owned by the Employee.

o Transfer On Death accounts ("TOD accounts"): TOD accounts where the Employee becomes the registrant upon death of the account owner are not beneficially owned by the Employee until the transfer occurs (this particular account registration is not common).

A-1

o Trusts:

o If the Employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity (see the Code of Business Conduct) and generally will be subject to case-by-case review for Code applicability.

o If the Employee is a beneficiary and does not share investment control with a trustee, the Employee is not a beneficial owner until the trust is distributed.

o If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.

o If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.

o If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.

o If the Employee is a settlor of a revocable trust, the trust is beneficially owned by the Employee.

o If the Employee's spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

o College age children: If an Employee has a child in college and still claims the child as a dependent for tax purposes, the Employee is a beneficial owner of the child's accounts and securities.

o Powers of attorney: If an Employee has been granted power of attorney over an account, the Employee is not the beneficial owner of the account until such time as the power of attorney is activated.

A-1

Appendix B

Reporting Obligations

Note: Employees must submit all required reports using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The electronic reports on the Code of Ethics system meet the contents requirements listed below in Sections A.1. and B.1.

A. Initial and Annual Holdings Reports

Employees must file initial and annual holdings reports ("Holdings Reports") as follows.

1. Content of Holdings Reports

o The title, number of shares and principal amount of each Covered Security;

o The name of any broker or dealer with whom the Employee maintained an account in which ANY securities were held for the direct or indirect benefit of the Employee; and

o The date the Employee submits the report.

2. Timing of Holdings Reports

o Initial Report - No later than 10 days after the person becomes an Employee. The information must be current as of a date no more than 45 days prior to the date the person becomes an Employee.

o Annual Report - Annually, and the information must be current as of a date no more than 45 days before the report is submitted.

3. Exceptions from Holdings Report Requirements

No holdings report is necessary:

o For holdings in securities that are not Covered Securities; or

B-1

o For securities held in accounts over which the Access Person had no direct or indirect influence or control.

B. Quarterly Transaction Reports

Employees must file a quarterly transactions report ("Transactions Report") with respect to:

(i) any transaction during the calendar quarter in a Covered Security in which the Employee had any direct or indirect beneficial ownership; and

(ii) 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.

Brokerage statements may satisfy the Transactions Report obligation provided that they contain all the information required in the Transactions Report and are submitted within the requisite time period as set forth below.

1. Content of Transactions Report

a. For Transactions in Covered Securities

o 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 Covered Security involved;

o The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

o The price of the Covered Security at which the transaction was effected;

o The name of the broker, dealer or bank with or through which the transaction was effected; and

o The date the report was submitted by the Employee.

b. For Newly Established Accounts Holding ANY Securities

o The name of the broker, dealer or bank with whom the Employee established the account;

B-2

o The date the account was established; and

o The date the report was submitted by the Employee.

2. Timing of Transactions Report

No later than 30 days after the end of the calendar quarter.

3. Exceptions from Transactions Report Requirements

No Transactions Report is necessary:

o For transactions in securities that are not Covered Securities;

o With respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; or

o With respect to transactions effected pursuant to an Automatic Investment Plan.

B-3

Exhibit A

Exhibit A - 1
Specific Country Requirements

(For MFS Employees Located in Offices Outside of the U.S.)

United Kingdom

The UK Financial Services Authority rules on personal account dealing are contained in Chapter 7.13 if the FSA Conduct of Business Rules Sourcebook ("COBS). Further details of the compliance requirements in relation to COBS are in the MFS International UK Ltd ("MFS UK") Compliance Manual.

As an investment management organization, MFS UK has an obligation to implement and maintain a meaningful policy governing the investment transactions of its employees (including directors and officers). In accordance with COBS 7.13, this policy is intended to minimize conflicts of interest, and the appearance of conflicts of interest, between the employees and clients of MFS UK, as well as to effect compliance with the provisions of part (V) of the Criminal Justice Act 1993, which relates to insider dealing, and part (VIII) of the Financial Services and markets Act 2000, which relates to market abuse and the FSA's Code of Market Conduct. This policy is detailed in the MFS UK Compliance Manual, which should be read in conjunction with this Code.

Under COBS, MFS UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with MFS UK's duties to its customers. In ensuring this is, and continues to be, the case, MFS UK must ensure it has in place processes and procedures which enable it to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

In addition, in respect of UK-based employees, spread betting on securities is prohibited.

For specific guidance, please contact Martin Pannell, MFS UK's Compliance Officer.

Japan

MIMkk, MFS' subsidiary in Japan, and its employees, are under supervision of Japanese FSA and Kantoh Local Financial Bureau as the investment adviser and as the investment trust manager registered in Japan. MIMkk and its employees are regulated by the following, from the viewpoint of the Code:

o Securities Exchange Law, Article 166 - Prohibited Acts if Insiders;

o Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association ("JSIAA").

For specific guidance, please contact Hirata Yasuyuki, MIMkk's Compliance Officer.

A-1

Exhibit B

Exhibit B - 1

Access Categorization of MFS Business Units

Business Units Designated as "Access Person"

o Management Group

o Risk Management

o Fund Treasury

o GIS

o Internal Audit

o Email Review

o Legal

o MIL

o Compliance

o MFSI

o Investment Services

o Information Technology

o MFD - Dealer Relations

o MFD - Sales Desks

o MFD Field Force

o MFD - Marketing

o RFP & Proposals Center

o ISG

o PPS

o Employees who are members of the Management Committee, the Operations Committee or the Senior Leadership Team

o Employees who have access to Investment Research System, the equity trading system or the fixed income trading system

As of January 1, 2006

B-1

Exhibit C

Security Types and Pre-Clearance and Reporting Requirements

(This list is not all inclusive and may be updated from time to time. Contact the Compliance Department for additional guidance.)

C-1

------------------------------------------------------ ---------------- -------------------------------------
                 Security Type                         Pre-clearance    Transactions and Holdings
                                                       Required?        Reporting Required?
------------------------------------------------------ ---------------- -------------------------------------
Open-end investment companies which are not            No               No
Reportable Funds
------------------------------------------------------ ---------------- -------------------------------------
Reportable Funds (excluding MFS money market           No               Yes
funds)
------------------------------------------------------ ---------------- -------------------------------------
Closed-end funds (including MFS closed-end             Yes              Yes
funds)
------------------------------------------------------ ---------------- -------------------------------------
Equity securities                                      Yes              Yes
------------------------------------------------------ ---------------- -------------------------------------
Municipal bond securities                              Yes              Yes
------------------------------------------------------ ---------------- -------------------------------------
Corporate bond securities                              Yes              Yes
------------------------------------------------------ ---------------- -------------------------------------
High yield bond securities                             Yes              Yes
------------------------------------------------------ ---------------- -------------------------------------
U.S. Treasury Securities and other obligations         No               No
backed by the good faith and credit of the U.S.
government
------------------------------------------------------ ---------------- -------------------------------------
Debt obligations that are NOT backed by the            Yes              Yes
good faith and credit of the U.S. government
(such as Fannie Mae bonds)
------------------------------------------------------ ---------------- -------------------------------------
Foreign government issued securities                   No               Yes
------------------------------------------------------ ---------------- -------------------------------------
Money market instruments, including commercial         No               No
paper, bankers' acceptances, certificates of
deposit and repurchase agreements, and
short-term fixed income securities with a
maturity of less than one year
------------------------------------------------------ ---------------- -------------------------------------
Private placements (including real estate              No*              Yes
limited partnerships or cooperatives)
------------------------------------------------------ ---------------- -------------------------------------
Options on foreign currency traded on a                No               Yes
national securities exchange
------------------------------------------------------ ---------------- -------------------------------------
Options on foreign currency traded                     No               No
over-the-counter or on futures exchanges
------------------------------------------------------ ---------------- -------------------------------------
Commodities and options and futures on                 No               No
commodities
------------------------------------------------------ ---------------- -------------------------------------
Forwards contracts other than forwards on              No               No
securities
------------------------------------------------------ ---------------- -------------------------------------
Unit investment trusts which are exclusively           No               No
invested in one or more open-end funds, none of
which are Reportable Funds
------------------------------------------------------ ---------------- -------------------------------------
MFS stock and shares of Sun Life of Canada             No               No**
(U.S.) Financial Services Holdings, Inc.
------------------------------------------------------ ---------------- -------------------------------------

C-2

------------------------------------------------------ ---------------- -------------------------------------
Sun Life Financial, Inc.                               No               Yes
------------------------------------------------------ ---------------- -------------------------------------
Certain exchange traded funds                          No               Yes

(Click here for list on Compliance intranet
site)
------------------------------------------------------ ---------------- -------------------------------------
Options on certain securities indexes                  No               Yes

(Click here for list on Compliance intranet
site)
------------------------------------------------------ ---------------- -------------------------------------
Options and forwards contracts on securities           Yes              Yes
------------------------------------------------------ ---------------- -------------------------------------

* Note that while transactions in these securities are not required to be pre-cleared using the Code of Ethics Online system, you must obtain prior approval from the Compliance Department before participating in a private placement. See Section IV. B. of the Code of Ethics.

** MFS and Sun Life private stock are considered to be Covered Securities under the terms of this Code. Employees need not report such stock on transactions or holdings reports pursuant to SEC No-Action Letter, Investment Company Institute, November 27, 2000.

C-3

Exhibit D

Private Placement Approval Request

Please Print.

Employee Name:_____________________________

Employee Position:___________________________

MFS Phone Extension:______________________________

Name of Company:_____________________________________________________________

Dollar amount of private placement:_____________________________________________

Dollar amount of your intended investment:______________________________________

Does this company have publicly traded securities? Yes No

How were you offered the opportunity to invest in this private placement?______________________________________________________________________

What is the nature of your relationship with the individual or entity?_________________________________________________________________________

Was the opportunity because of your position with
MFS?______________________________________________________________________

Would it appear to the SEC or other parties that you are being offered the opportunity to participate in an exclusive, very limited offering as a way to curry favor with you or your colleagues at MFS?_________________________________

Are you inclined to invest in the private placement on behalf of the funds/accounts you manage?

Yes No

Would any other MFS funds/accounts want to invest in this private placement?

Yes No

Date you require an answer:_____________________________________________________

Attachments:          business summary       prospectus     offering memorandum

Compliance Use Only

 Approved             Denied

_______________________________                      _______________________

Signature                                                              Date

_______________________________                      _______________________

Equity Or Fixed Income Signature Date

D-1

Exhibit E

Initial Public Offering Approval Request

Please Print.

Employee Name:_________________________ Employee Position:____________________

MFS Phone Extension:______________________________

Name of Company:________________________________________________________________

Aggregate Dollar amount of IPO:__________ Dollar amount of your intended investment:_________

Maximum number of shares you intend to purchase? ______________________________

Is your spouse an employee of the company?

Yes No

Is your spouse being offered the opportunity to participate in the IPO solely as a result of his or her employment by the company?

Yes No If no, please explain. Not Applicable

Does the ability to participate in the IPO constitute a material portion of your spouse's compensation for being employed by the company?

Yes No Not Applicable

Could it appear to the SEC or other parties that you (or your spouse) are being offered the opportunity to participate in the IPO because of your position at MFS or as a way to curry favor with MFS?

Yes No If yes, please explain:

Are the IPO shares being offered to your spouse as part of a separate pool of shares allocable solely to company employees?

Yes No Not Applicable

Are such shares part of a so-called "friends and family" allocation?

Yes No

If your spouse chooses not to participate in the IPO, will the shares that your spouse chooses not to purchase be re-allocated to the general public or to other company insiders?

General Public Other Company Insiders Not Applicable

If you are a portfolio manager, are the funds/accounts you manage likely to participate in the IPO?

Yes No

If you are a portfolio manager, are you aware of other funds/account that would be likely to participate in the IPO?

Yes No

Are there any other relevant facts or issues that MFS should be aware of when considering your request?

Yes No If yes, please explain:

E-1



Date you require an answer: _________________, ________. (Note: because IPO approval requests often require additional information and conversations with the company and the underwriters, MFS needs at least three full business days to consider such requests.)

Name and address of IPO lead underwriter, and contact person (if available):


Attachments: offering memorandum underwriters' agreement other materials describing eligibility to participate in IPO.

Compliance Use Only

 Approved             Denied

___________________________________         ____________________________________
Signature                                   Date

___________________________________         ____________________________________
Equity Or Fixed Income Signature            Date

E-2

MorganStanley logo

MORGAN STANLEY INVESTMENT MANAGEMENT
CODE OF ETHICS

*Effective December 31, 2004

The investment advisers, distribution companies and related service companies listed on the attached Schedule A that operate within Morgan Stanley Investment Management (each, a "Covered Company" and collectively, "Investment Management") have adopted this Code of Ethics (the "Code"). The principal objectives of the Code are (i) to provide policies and procedures consistent with applicable law and regulation, including Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), and Section 204 A of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and (ii) make certain that the personal trading and other business activities of Employees of Investment Management (defined in Section III. below) are conducted in a manner consistent with applicable law and regulation and the general principles set forth in the Code.

Employees of Investment Management are also subject to the "Morgan Stanley Code of Conduct - Securities and Asset Management Businesses" (the "Code of Conduct"), and the Morgan Stanley Code of Ethics and Business Practices, which can be found on the Law Portal of the Morgan Stanley Today intranet site. Employees are reminded that they are also subject to other Morgan Stanley Investment Management policies, including policies on insider trading, the receipt of gifts, the handling of all internally distributed proprietary and confidential information, Morgan Stanley Investment Management Senior Loan Firewall Procedures, and service as a director of a publicly traded company. All internally distributed information is proprietary and confidential information and should not be discussed with people outside of Morgan Stanley Investment Management or shared with anybody outside of the Investment Department.


* Restated as of April 26, 2006

i

TABLE OF CONTENTS

                                                                            Page

I.     Policy Highlights.......................................................1
II.    General Principles......................................................2
       A.     Shareholder and Client Interests Come First......................2
       B.     Avoid Actual and Potential Conflicts of Interest.................3
III.   Definitions.............................................................3
       A.     Access Persons...................................................3
       B.     Covered Accounts.................................................4
       C.     Covered Securities...............................................4
       D.     Investment Personnel.............................................4
IV.    Grounds for Disqualification from Employment............................4
V.     Personal Securities Transactions........................................5
       A.     Prohibited Conduct...............................................5
       B.     Restrictions and Limitations on Personal Securities Transactions.5
       C.     Exempt Securities................................................9
       D.     Pre-Clearance Requirement.......................................11
       E.     Permitted Brokerage Accounts and Accounts Holding Affiliated
              Mutual Funds and Sub-advised Mutual Funds.......................13
VI.    Reporting Requirements.................................................15

A. Report of Transactions..........................................15
B. Form of Reporting...............................................18
C. Responsibility to Report........................................18
D. Leave of Absence................................................18
E. Where to File Report............................................19
F. Responsibility to Review........................................19
VII. Code of Ethics Review Committee........................................19
VIII. Outside Activities and Private Securities Transactions.................19
A. Approval to Engage in an Outside Activity.......................19
B. Approval to Invest in a Private Placement.......................20
C. Approval Process................................................20
IX. Gifts and Entertainment................................................20
X. Political Contributions................................................21
XI. Sanctions..............................................................21
XII. Employee Training and Certification....................................22

ii

I. Policy Highlights

The Code is designed so that all acts, practices and courses of business engaged in by Employees are conducted in accordance with the highest possible standards and to prevent abuses or even the appearance of abuses by Employees relating to their personal trading and other business activity. Compliance with the Code is a matter of understanding the basic requirements and making sure the steps the Employee takes with respect to each Personal Securities Transaction (defined herein) and his/her personal investment is in accordance with these requirements. This Section sets forth selected rules that frequently raise questions. These are by no means comprehensive and Employees must examine the specific sections of the Code for more details and are strongly urged to consult the Compliance Department when questions arise:

>> Shares of Morgan Stanley/Van Kampen open-end investment companies that are advised by Investment Management ("Affiliated Mutual Funds"), whether purchased, sold or exchanged in a brokerage account, directly through a transfer agent or in a 401(k) or other retirement plan, including the Morgan Stanley 401(k) plan, are exempt from pre-clearance requirements but are subject to holding and reporting requirements. Affiliated Mutual Funds may not be sold, redeemed or exchanged until at least 60 calendar days from the purchase trade date. Shares in the same Affiliated Mutual Fund may not be repurchased until at least 60 calendar days from the sale trade date.

>> Shares of open-end investment companies that are sub-advised by Investment Management ("Sub-advised Mutual Funds"), are exempt from pre-clearance requirements but are subject to reporting requirements.

>> Purchases and sales of shares in money market funds continue to be exempt from preclearance, holding period and reporting requirements of the Code.

>> Employees must maintain brokerage accounts at Morgan Stanley unless an exception is granted. All accounts for the purchase of Affiliated Mutual Funds and Sub-advised Mutual Funds must be pre-approved by the Compliance Department before opening.

>> All Personal Securities Transactions must be pre-cleared through the Compliance, Department, except as set forth herein.

>> Employees may only transact in MWD stock during designated window periods and all transactions must be pre-cleared. The restrictions imposed by Morgan Stanley on Senior Management and other persons in connection with transactions in MWD stock are in addition to this Code, and must be observed to the extent applicable.

1

>> Exchange Traded Funds ("ETFs") and closed-end mutual funds must be pre-cleared and are subject to all other holding and reporting requirements.

>> Employees are prohibited from acquiring any security in an initial public offering (IPO) or any other public underwriting.

>> Private placements, participation on the Board of any company and any outside business activities must be pre-approved by the Code of Ethics Review Committee.

>> Employees may not sell Covered Securities, defined herein, under any circumstances unless they have been held for at least 30 days and they may not be sold at a profit until at least 60 calendar days from the purchase trade date.

>> Employees may not repurchase any security sold by the Employee within the previous 30 days and may not repurchase such security within the previous 60 days if the purchase price is lower than any sale price within the 60-day period.

>> Portfolio managers and research analysts and those who report to them, may not trade in a security if accounts they manage trade in the same security within the 7 days prior to or 7 days following the Employee's transaction.

>> Employees are required to submit an Initial Holdings Report upon hire, Quarterly Transactions Reports and an Annual Report and Compliance Certification.

II. General Principles

A. Shareholder and Client Interests Come First

It is the policy of Investment Management to comply with all applicable federal securities laws. This Code is designed to assist Employees in fulfilling their regulatory and fiduciary duties.

Every Employee owes a fiduciary duty to the shareholders of registered investment companies (each; a "Fund" and collectively, the "Funds") and to the Managed Account Clients (defined as clients other than registered investment companies including unregistered investment companies, institutional clients and individuals). This means that in every decision relating to investments, every Employee must recognize the needs and interests of the Fund shareholders and the Managed Account Clients, and be certain that at all times the interests of the Fund shareholders and other Managed Account Clients are placed ahead of any personal interest.

2

B. Avoid Actual and Potential Conflicts of Interest

The restrictions and requirements of the Code are designed to prevent behavior which actually or potentially conflicts, or raises the appearance of an actual or potential conflict, with the interests of the Fund shareholders or the Managed Account Clients. It is of the utmost importance that the Personal Securities Transactions of Employees be conducted in a manner consistent with both the letter and spirit of the Code to avoid any such conflict of interest and to prevent abuse of an Employee's position of trust and responsibility.

III. Definitions

A. "Access Persons" shall include all directors, officers, and employees of Investment Management or any other person who provides investment advice on behalf of an investment adviser under Investment Management and is subject to the supervision and control of such investment adviser, as well as certain other persons falling within such definition under Rule 17j-1 under the 1940 Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by each Local Compliance Group from time to time, except those persons who are not officers and directors of an investment adviser under Investment Management (or of any company in a control relationship to the Fund or an investment adviser under Investment Management) and who meet the following criteria: (i) directors and officers of Morgan Stanley Distributors Inc., Morgan Stanley Distribution Inc., Morgan Stanley & Co., and Van Kampen Funds Inc. (each a "Distributor" and collectively, the "Distributors") that do not devote substantially all of their working time to the activities (including distribution activities) of an investment adviser under Investment Management; (ii) directors and officers of the Distributors who do not, in the ordinary course of business make, participate in, or obtain information regarding the purchase or sale of securities by the Funds or Managed Account Clients, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Funds or Managed Account Clients regarding the purchase and sale of securities on behalf of a Fund or a Managed Account Client; and (iii) directors and officers of the Distributors that do not have access to information regarding the day-to-day investment activities of Investment Management shall not be deemed Access Persons. Such persons are, however, subject to the Code of Conduct. The Local Compliance Group for each Covered Company will identify all Access Persons of Investment Management and notify them of their pre-clearance and reporting obligations at the time they become an Access Person. Access Persons will be referred to as "Employees" throughout the Code. Employees with questions concerning their status as Access Persons are urged to consult with their Local Compliance Group.

3

B. "Covered Accounts" shall include any account in which an Employee has, or acquires any direct or indirect beneficial ownership in a security held in the account. Generally, an employee is regarded as having beneficial ownership of securities held in an account in the name of:
(1) the individual; (2) a husband, wife or minor child; (3) a relative sharing the same house; (4) another person if the Employee (i) obtains benefits substantially equivalent to ownership of the securities; (ii) can obtain ownership of the securities immediately or at some future time; or (iii) can have investment discretion or otherwise can exercise control. In addition, as described in the Code, certain circumstances constitute Beneficial Ownership, defined herein, by an Employee of securities held by a trust.

C. "Covered Securities" shall include all securities, any option to purchase or sell, and any security convertible into or exchangeable for such securities. For example, Covered Securities also include, but are not limited to individual securities, open-end mutual funds, exchange traded funds, closed-end funds and unit investment trusts. Exemption from certain requirements of the Code may apply to designated Covered Securities, as set forth below. In addition, certain securities, such as money market funds, are exempt from the definition of "Covered Security" as explained in the Code.

D. "Investment Personnel" shall mean any Employee 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 anyone who, in connection with their job functions, has real-time knowledge of such recommendations or anyone who controls the Fund or an investment adviser under Investment Management and who obtains information concerning recommendations made to the Funds or Managed Account clients regarding the purchase or sale of securities by the Fund or the Managed Account Client. This includes, but is not limited to, portfolio managers, research analysts, and all persons reporting to portfolio managers and research analysts and personnel in the trading department, among others.

IV. Grounds for Disqualification from Employment

Pursuant to the terms of Section 9 of the 1940 Act, no director, officer or employee of a Covered Company 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:

o 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 their conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or

4

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

o 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.

It is your obligation to immediately report any conviction or injunction falling within the foregoing provisions to the Chief Legal or Compliance Officer of Investment Management.

V. Personal Securities Transactions

A. Prohibited Conduct

No Employee shall buy or sell any Covered Security (with the exception of those described in sub-section C. below) for a Covered Account (referred to herein as a "Personal Securities Transaction") unless:

1. pre-clearance of the transaction has been obtained; and

2. the transaction is reported in writing to the Local Compliance Group in accordance with the requirements below.

B. Restrictions and Limitations on Personal Securities Transactions

Except where otherwise indicated, the following restrictions and limitations govern Personal Securities Transaction:

1. Covered Securities purchased may not be sold until at least 30 calendar days from the purchase trade date and may not be sold at a profit until at least 60 calendar days from the purchase trade date. Covered Securities sold may not be repurchased until at least 30 calendar days from the sale trade date. In addition, Covered Securities sold may not be purchased at a lower price until at least 60 calendar days from the sale trade date. Any violation may result in disgorgement of all profits from the transactions as well as other possible sanctions.

5

2. Affiliated Mutual Funds (excluding money market funds), whether purchased in a brokerage account, directly through a transfer agent or in a 401(k) or other retirement plan, may not be sold, redeemed or exchanged until at least 60 calendar days from the purchase trade date. They may not be repurchased until at least 60 calendar days from the sale trade date.

In the event of financial hardship, exceptions to this section of the Code may be granted, but only with the prior written approval of a Compliance Officer and the Employee's supervisor and the transaction is consistent with each Fund prospectus, if applicable.

3. No short sales are permitted.

4. No transactions in options or futures are permitted, except that listed options may be purchased, and covered calls written. No option may be purchased or written if the expiration date is less than 60 calendar days from the date of purchase. No option position may be closed at a profit less than 60 calendar days from the date it is established.

5. No Employee may acquire any security in an initial public offering (IPO) or any other public underwriting. No Employee shall purchase shares of a Fund that is managed by a Covered Company if such Fund is not generally available to the public, unless the vehicle is designed for Morgan Stanley employees and there is no intention of it becoming public in the future.

6a. Private placements of any kind, including those sponsored by MSIM, may only be acquired with special permission from the Code of Ethics Review Committee and if approved, will be subject to monitoring by the Local Compliance Group. Where the Code of Ethics Review Committee approves any acquisition of a private placement, its decision and reasons for supporting the decision will be documented in a written report, which is to be kept for five years by the Local Compliance Group after the end of the fiscal year in which the approval was granted.

6b. Any Employee who has a personal position in an issuer through a private placement must affirmatively disclose that interest if such employee is involved in considering any subsequent investment decision by a Fund or Managed Account regarding any security of that issuer or its affiliate(s). In such event, the President or Chief Investment Officer of Investment Management shall independently determine the final investment decision. Written records of any such circumstance shall be sent to the Local Compliance Group and maintained for a period of five years after the end of the fiscal year in which the approval was granted.

6

Restrictions 7.a. and 7.b. apply only to portfolio managers and research analysts (and all persons reporting to portfolio managers and research analysts) of Investment Management.

7a. No purchase or sale transaction may be made in any Covered Security by any portfolio manager or research analyst (or person reporting to a portfolio manager or research analyst) for a period of 7 calendar days before or after that Covered Security is bought or sold by any Fund (other than Morgan Stanley Value-Added Market Series, Morgan Stanley Select Dimensions Investment Series - Value-Added Market Portfolio, and Morgan Stanley index funds, or Portfolios) or any Managed Account (other than index-based Managed Accounts) for which such portfolio manager or research analyst (or person reporting to a portfolio manager or research analyst) serves in that capacity.

7b. The definition of portfolio manager shall also extend to any person involved in determining the composition of the portfolios of Funds that are UITs or who have knowledge of a composition of a UIT portfolio prior to deposit. These individuals shall not buy or sell a Covered Security within 7 calendar days before or after such Covered Security is included in the initial deposit of a UIT portfolio.

Restriction 7.c. applies only to personnel in the trading department of each Covered Company.

7c. No purchase or sale transaction may be made in any Covered Security traded through the appropriate Covered Company's trading desk(s) (as determined by the Local Compliance Group) by any person on that trading desk at the same time that any Fund (other than Morgan Stanley Value-Added Market Series, Morgan Stanley Select Dimensions Investment Series-Value-Added Market Portfolio, and Morgan Stanley index funds, or Portfolios) or any Managed Account (other than index-based Managed Accounts) has a pending purchase or sale order in that same Covered Security.

7d. Any transaction by persons described in sub-sections 7.a., 7.b., and
7.c. above within such enumerated period may be required to be reversed, if applicable, and any profits or, at the discretion of the Code of Ethics Review Committee, any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Fund or Managed Account during the enumerated period, will be subject to disgorgement; other sanctions may also be applied.

7

8. No Employee shall purchase or sell any Covered Security which to their knowledge at the time of such purchase or sale: (i) is being considered for purchase or sale by a Fund or a Managed Account; or (ii) is being purchased or sold by a Fund or a Managed Account. With respect to portfolio managers and research analysts (and all persons reporting to portfolio managers and research analysts) of a Covered Company, no such persons may purchase shares of a closed-end investment company over which such person exercises investment discretion.

9. If a Personal Securities Transaction is not executed on the day pre-clearance is granted, it is required that pre-clearance be sought again on a subsequent day (i.e., open orders, such as limit orders, good until cancelled orders and stop-loss orders, must be pre-cleared each day until the transaction is effected). (1)

10. Employees shall not participate in investment clubs.

11. Employees may only transact in MWD stock during designated window periods. Also, such transactions must be pre-cleared with Compliance. Holdings and transactions in MWD stock are subject to the initial, quarterly and annual reporting requirements as well as the 30-day holding period restriction and the 60-day short swing profit restriction(2). The restrictions imposed by Morgan Stanley on Senior Management and other persons in connection with transactions in MWD stock are in addition to this Code, and must be observed to the extent applicable. Employees are required to read the Code of Conduct for a listing of specific restrictions and limitations relating to the purchase or sale of MWD stock. Employees receiving MWD stock or options through EICP and other plans may be subject to certain trading restrictions and exemptions. Employees should check Employment documents and consult with the Compliance Department to address any questions.

Important: Regardless of the limited applicability of Restrictions 7.a., 7.b., and 7.c. each Local Compliance Group monitors all transactions by Employees in all locations in order to ascertain any pattern of conduct that may evidence actual or potential conflicts with the principles and objectives of the Code, including a pattern of front-running. The Compliance Group of each Covered Company: (i) on a quarterly basis, will provide the Boards of Directors/Trustees


(1) 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.
(2) In connection with the sale of MWD stock, periodic purchases through employee sponsored equity purchase plans shall not be counted when calculating the 30-day holding period restriction or the 60-day short swing profit restriction.

8

of the Funds it manages with a written report that describes any issues that arose during the previous quarter under the Code and, if applicable, any Funds' Sub-Adviser's Code of Ethics, including but not limited to, information about material violations and sanctions imposed in response to the material violations; and (ii) on an annual basis, will certify that each Covered Company has adopted procedures reasonably necessary to prevent its Employees from violating the Code. Also, as stated elsewhere in this Code, any violation of the foregoing restrictions may result in disgorgement of all profits from the transactions as well as other possible sanctions.

C. Exempt Securities

1. The securities listed below are exempt from: (i) the holding period and other restrictions of this Section V., sub-sections B.1., B.2., B. 7a-d. and B.8.; (ii) the pre-clearance requirements; and (iii) the initial, quarterly and annual reporting requirements. Accordingly, it is not necessary to obtain pre-clearance for Personal Securities Transactions in any of the following securities, nor is it necessary to report such securities in the quarterly Transaction Reports or the Initial Holdings Report and Annual Compliance Certification:

(a) Direct obligations of the United States Government(3);
(b) Bank Certificates of Deposit;
(c) Bankers' Acceptances;
(d) Commercial Paper; and
(e) High Quality Short-Term Debt Instruments (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).
(f) Shares held in money market funds.
(g) Shares held in open-end Mutual Funds other than Affiliated Mutual Funds and Sub-advised Mutual Funds.

2. Transactions in redeemable Unit Investment Trusts are exempt from the restrictions contained in this Section V., sub-sections B.1. and B.7 and the pre-clearance requirement of Section V., sub-section A., but are subject to the reporting requirements of Section VI., sub-section A.


(3) Includes securities that carry 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. For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction; however such securities are subject to the initial and annual reporting requirements of sub-section D.

9

3. Shares of Affiliated Mutual Funds are exempt from the pre-clearance requirement of Section V, sub-section A, but are subject to the account opening restrictions of Section V, sub-section E, initial, quarterly and annual reporting requirements of Section VI, and the holding period restrictions contained in Section V, sub-section B. Exchange Traded Funds ("ETFs") and closed-end funds must be pre-cleared and are subject to all other reporting requirements.

4. Shares of Sub-advised Mutual Funds are exempt from the pre-clearance requirement of Section V, sub-section A, but are subject to the account opening restrictions of Section V, sub-section E, and initial, quarterly and annual reporting requirements of Section VI.

5. All Employees wishing to participate in an issuer's direct stock purchase plan or automatic dividend reinvestment plans must submit a memorandum to the Local Compliance Group stating the name and the amount to be invested in the plan. Any sale transactions from an automatic dividend reinvestment plan must be pre-cleared. Purchases under an issuer's direct stock purchase plan or automatic dividend reinvestment plan are exempt from the restrictions contained in this Section V, sub-sections B.1., B.7a-d. and B.8. and the pre-clearance requirement but are subject to the reporting requirements.

6. Transactions in Affiliated Mutual Funds within the Morgan Stanley 401(k) Plan(4) are exempt from the pre-clearance requirement of Section V. sub-section A, but are subject to the initial, quarterly and annual reporting requirements of Section VI. and the holding period restrictions contained in Section V, sub-section B.

7. Employees may maintain fully discretionary managed accounts at Morgan Stanley, provided those accounts meet the established standards set forth below. In certain circumstances and with the prior written approval of the Compliance Department, Employees may appoint outside managers (e.g., trust companies, banks or registered investment advisers) to manage their accounts.

In order to establish a managed account, the Employee must complete the Account Pre-Approval Form, attached as Exhibit C. In addition, the Employee must grant complete investment discretion over the account to the manager. Employees 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 Employees from establishing investment guidelines for the manager, such as indicating


(4) This includes Morgan Stanley Retirement Plans that are equivalent to 401(k) Plans in jurisdictions outside the United States.

10

industries in which they desire to invest, the types of securities they want to purchase or their overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that the Employee is actually directing account investments.

The Employee must designate duplicate copies of trade confirmations and statements to be sent to the Compliance Department. To the extent that an Employee directs trades for tax purposes, that Employee shall obtain pre-clearance for each transaction from his/her Local Compliance Group.

D. Pre-Clearance Requirement

1. Personal Securities Transactions

(a) From Whom Obtained

All Employees are required to obtain pre-clearance of Personal Securities Transactions in Covered Securities. Employees must complete the required Form, as described below, and submit it to the Compliance Department for approval.

A copy of the Personal Securities Transaction Approval Form, which may be revised from time to time, is attached as Exhibit B.

(b) Personal Securities Transaction Approval Process

Pre-clearance must be obtained by completing and signing the Personal Securities Transaction Approval Form and obtaining the proper pre-clearance signatures. The Approval Form must also indicate, as applicable, the name of the individual's financial advisor, the branch office numbers, as well as other required information.

If an Employee has more than one Covered Account, the Employee must indicate for which Covered Account the trade is intended on the Personal Securities Transaction Approval Form. Employees are required to have duplicate copies of their trade confirmations and Covered Account statements (which can be electronically transmitted) sent to the Local Compliance Group for each Covered Account the Employee has, or as a result of the transaction acquires, any direct or indirect beneficial ownership (as defined in sub-section E.3. below).

11

Employees are required to: (i) confirm that no open orders exist in the same or related security with the appropriate trading desk(s) (as determined by the Local Compliance Group); and (ii) have the transaction approved by the Local Compliance Group.

Portfolio managers and research analysts (or persons reporting to portfolio managers or research analysts) of Investment Management seeking pre-clearance for a Personal Securities Transaction must obtain an additional signature from a designated Senior Portfolio Manager (prior to pre-clearance from the Local Compliance Group). Trading desk personnel at any Covered Company seeking pre-clearance for a Personal Securities Transaction must obtain an additional signature from their immediate supervisor prior to pre-clearance from the Local Compliance Group.

(c) Filing and Approval

After all required signatures are obtained, the Personal Securities Transaction Approval Form must be filed with the Local Compliance Group. The Employee should retain a copy for his/her records.

Compliance will act on the request and notify the Employee whether the request has been approved or denied. If pre-clearance of a request is approved, it is effective only for a transaction completed prior to the close of business on the day of approval. Any transaction not completed will require a new approval.

Each Local Compliance Group has implemented procedures reasonably designed to monitor purchases and sales effected pursuant to these pre-clearance procedures.

2. Factors Considered in Pre-Clearance of Personal Securities Transactions

In reviewing any Personal Securities Transaction for pre-clearance, the following factors, among others, will generally be considered:

o Whether the amount or the nature of the transaction, or the Employee making it, is likely to affect the price or market of security that is held by a Fund or a Managed Account Client.

o Whether the purchase or sale transaction of the Covered Security by the Employee: (i) is being considered for purchase or sale by a Fund or a

12

Managed Account; or (ii) is being purchased or sold by a Fund or a Managed Account Client.

o Whether the individual making the proposed purchase or sale is likely to benefit from purchases or sales being made or considered on behalf of any Fund or a Managed Account Client.

o Whether the transaction is non-volitional on the part of the Employee.

o Whether the transaction is conducted in a manner that is consistent with the Code to avoid any appearance of impropriety.

In addition to the requirements set forth in the Code, the Local Compliance Group and/or, if applicable, designated Senior Portfolio Manager/immediate trading room supervisor (as appropriate), in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in their sole discretion without being required to specify any reason for the refusal.

E. Permitted Brokerage Accounts and Accounts Holding Affiliated Mutual Funds and Sub-advised Mutual Funds

1. Brokerage Accounts

All securities transactions must be made through a Morgan Stanley brokerage account(5). No other brokerage accounts, including mutual fund accounts with brokerage capabilities, are permitted unless special permission is obtained from the Local Compliance Group. If an Employee maintains an account(s) outside of Morgan Stanley, that Employee must transfer his/her account(s) to a Morgan Stanley brokerage account as soon as practical (generally within 30 days). Failure to do so will be considered a significant violation of the Code. In the event permission to maintain an outside brokerage account is granted by the Local Compliance Group, it is the responsibility of the Employee to pre-clear transactions as required by the Code and to arrange for duplicate confirmations of all securities transactions and brokerage statements to be sent to the Local Compliance Group.

Prior to opening a brokerage account, Employees must obtain approval from their Local Compliance Group. No Employee may open a brokerage account unless a completed and signed copy of a Morgan Stanley Employee Request for Account Pre-Approval Form, attached as Exhibit C, is submitted to the Local Compliance Group for approval. Employees are responsible for reporting their account number to the Local Compliance Group.


(5) Morgan Stanley brokerage account shall mean an account with an affiliated Morgan Stanley broker in the Employee's local jurisdiction.

13

2. Accounts Holding Affiliated Mutual Funds or Sub-advised Mutual Funds

The opening of an account for purchase of Affiliated Mutual Funds (other than participation in the Morgan Stanley 401(k) Plan) or Sub-advised Mutual Funds must be pre-approved by the Local Compliance Group. Duplicate confirmations of all transactions and statements must be sent to the Local Compliance Group. (See Exhibit C). 3. Accounts Covered

An Employee must obtain pre-clearance for any Personal Securities Transaction if such Employee has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in the security.

The term "beneficial ownership" shall be interpreted with reference to the definition contained in the provisions of Section 16 of the Securities Exchange Act of 1934. Generally, a person is regarded as having beneficial ownership of securities held in the name of:

(a) the individual; or

(b) a husband, wife or a minor child; or

(c) a relative sharing the same house; or

(d) other person if the Employee: (i) obtains benefits substantially equivalent to ownership of the securities; (ii) can obtain ownership of the securities immediately or at some future time; or (iii) can have investment discretion or otherwise can exercise control.

The following circumstances constitute Beneficial Ownership by an Employee of securities held by a trust:

(a) 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.

(b) Estate or trust accounts in which the Employee has the power to effect investment decisions, unless a specific exemption is granted.

14

(c) Any Employee who is a settlor of a trust is required to comply with all the provisions of the Code, unless special exemption in advance is granted by the Local Compliance Group and: (i) the Employee does not have any direct or indirect beneficial interest in the trust; (ii) the Employee does not have the direct or indirect power to effect investment decisions for the trust, and (iii) the consent of all the beneficiaries is required in order for the Employee to revoke the trust.

It is the responsibility of the Employee to arrange for duplicate confirmations of all securities transactions and statements to be sent to the Local Compliance Group. The final determination of beneficial ownership is a question to be determined in light of the facts of each particular case. If there are any questions as to beneficial ownership, please contact your Local Compliance Group.

4. Accounts Exempt from Pre-approval Requirement

Pre-approval is not required for any account where the Employee does not have direct or indirect beneficial ownership. In case of doubt as to whether an account is a Covered Account, Employees must consult with their Local Compliance Group.

VI. Reporting Requirements

A. Report of Transactions

Employees are subject to several reporting requirements including an Initial Listing of Securities Holdings and Accounts when an Employee commences employment with Investment Management, Quarterly Securities Transactions and New Accounts Reports and an Annual Listing of Securities Holdings Report and Certification of Compliance. It is the responsibility of Employees to submit their reports to Compliance in a timely manner. Compliance will notify Employees of their Quarterly and Annual Reporting obligations under the Code.

1. Initial Listing of Securities Holdings and Brokerage and Mutual Fund Accounts Report

When an Employee begins employment with Investment Management or a person otherwise becomes an Access Person, he or she must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to their Local Compliance Group not later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person), disclosing: (i) all Covered Securities, including

15

Affiliated Mutual Funds and Sub-advised Mutual Funds, and private placement securities beneficially owned by the Employee, listing the title and type of the security, and as applicable the exchange ticker symbol or CUSIP number, number of shares held, and principal amount of the security; (ii) the name of the broker, dealer, bank or financial institution where the Employee maintains a personal account; and (iii) the date the report is submitted by the Employee.

2. Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts Reports

Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts Reports must be submitted by Employees within 10 calendar days after the end of each calendar quarter. Any new brokerage account, any account opened for the purchase of Affiliated Mutual Funds, Sub-advised Mutual Funds, or any mutual fund account(s) with brokerage capabilities opened during the quarter without their Local Compliance Group's prior approval must also be reported within 10 calendar days after the end of each calendar quarter. (See Exhibit E.)

(a) All Personal Securities Transactions in Covered Securities, and all securities transactions in Affiliated Mutual Funds and Sub-advised Mutual Funds must be reported in the next quarterly transaction report after the transaction is effected. Please note exceptions to this in sub-section (b) below. The quarterly report shall contain the following information:

(i) The date of the transaction, the title and type of the security, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date (if applicable), 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 at which the purchase or sale was effected;

(iv) The name of the broker, dealer, bank or other financial institution with, or through which, the purchase or sale was effected; and

16

(v) The date the report was submitted to the Local Compliance Group by such person.

In addition, any new brokerage account, any account opened for the purchase of Affiliated Mutual Funds or Sub-advised Mutual Funds, or any mutual fund account with brokerage capabilities opened during the quarter without approval from the Local Compliance Group must be reported. The report must contain the following information:

(i) The name of the broker, dealer, bank or other financial institution with whom the account was established;

(ii) The date the account was established; and

(iii) The date the report is submitted by the Employee.

(b) Exemption from Filing Quarterly Report - An Employee need not make a quarterly transaction report if he/she: (i) maintains only a Morgan Stanley brokerage account, direct account for the purchase of Affiliated Mutual Funds and/or Morgan Stanley 401(k) Plan and the report would duplicate information contained in the trade confirms, system generated reports or account statements received by the Local Compliance Group. In addition, the Employee must not have opened any new brokerage accounts or mutual fund accounts without obtaining approval from their Local Compliance Group during the quarter.

3. Annual Listing of Securities Holdings Reports and Certification of Compliance

The Annual Listing of Securities Holdings Report and Certification of Compliance requires all Employees to provide an annual listing of holdings of: (i) all Covered Securities beneficially owned including all Affiliated Mutual Funds and Sub-advised Mutual Funds (excluding money market accounts), listing the title and type of the security and as applicable the exchange ticker, symbol or CUSIP number, number of shares held, and principal amount of the security as of December 31 of the preceding year,
(ii) the name of any broker, dealer, bank or financial institution where the account(s) in which these Covered Securities were maintained, as of December 31 of the preceding year; and (iii) the date the report is submitted. This report must be provided no later than 30 calendar days after December 31 each year. In the case of Employees maintaining a Morgan

17

Stanley brokerage account(s),direct account for the purchase of Affiliated Mutual Funds, and/or Morgan Stanley 401(k) Plan for which trade confirms, system generated reports or account statements are already received on a quarterly basis by the Local Compliance Group, an annual certification (Certification of Compliance) that the holdings information already provided to the Local Compliance Group accurately reflects all such holdings will satisfy the aforementioned requirement.

B. Form of Reporting

The Initial Listing of Securities Holdings and Brokerage Accounts Report, Quarterly Securities Transactions and New Brokerage Accounts Reports, and the Annual Listing of Securities Holdings Report and Certification of Compliance must be completed on the appropriate forms, attached as Exhibits D, E, and F respectively, which would be provided by each Local Compliance Group. By not submitting a quarterly transaction report form, an Employee will be deemed to have represented that such person has: (i) executed reportable transactions only in accounts listed with the Local Compliance Group; or (ii) only traded securities exempt from the reporting requirements. Copies of the Initial Listing of Securities Holdings Report and Brokerage and Mutual Fund Accounts Report, Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts Reports, and the Annual Listing of Securities Holdings Report and Certification of Compliance, which may be revised from time to time, are attached as Exhibits D, E, and F, respectively.

C. Responsibility to Report

The responsibility for reporting is imposed on each Employee required to make a report. Any effort by a Covered Company to facilitate the reporting process does not change or alter that individual's responsibility.

D. Leave of Absence

Employees on leave of absence may not be subject to the pre-clearance and reporting provisions of the Code, provided that, during their leave period, they: (i) do not participate in, obtain information with respect to, make recommendations as to, or make the purchase and sale of securities on behalf of a Fund or a Managed Account Client; and (ii) do not have access to information regarding the day-to-day investment activities of Investment Management.

18

E. Where to File Report

All reports must be filed by Employees with their Local Compliance Group.

F. Responsibility to Review

Each Local Compliance Group will review all Initial Listing of Securities Holdings and Brokerage and Mutual Fund Accounts Reports, Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts Reports, and Annual Listing of Securities Holdings Reports and Certification of Compliance, filed by Employees, as well as broker confirmations, system generated reports, and account statements.

VII. Code of Ethics Review Committee

A Code of Ethics Review Committee, consisting of the President/Chief Operating Officer, Chief Investment Officer, Chief Legal Officer, Chief Compliance Officer and the Chief Administrative Officer - Investments, of Investment Management or their designees will review and consider any proper request of an Employee for relief or exemption from any restriction, limitation or procedure contained herein consistent with the principles and objectives outlined in this Code. The Committee shall meet on an ad hoc basis, as it deems necessary, upon written request by an Employee stating the basis for the requested relief. The Committee's decision is within its sole discretion.

VIII.Outside Activities and Private Securities Transactions

Morgan Stanley is subject to regulations that restrict Employees' abilities to conduct activities outside of Morgan Stanley ("Outside Activities") and to invest in private securities transactions ("Private Placements").

A. Approval to Engage in an Outside Activity

No Employee may engage in any Outside Activity without prior approval of the Code of Ethics Review Committee. If such approval is granted, it is the responsibility of the Employee to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of such 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 (including charitable organizations or activities for which you do not receive compensation). Generally, Employees will

19

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 Morgan Stanley.

No Employee may serve on the board of any company without prior approval of the Code of Ethics Review Committee. If such approval is granted, it will be subject to the implementation of information barrier procedures to isolate any such person from making investment decisions for Funds or Managed Accounts concerning the company in question.

B. Approval to Invest in a Private Placement

Private Placements of any kind may only be acquired with special permission from the Code of Ethics Review Committee and if approved, will be subject to monitoring by the Local Compliance Group.

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

Employees can 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 Law Division portal. The Form must be completed and signed by the Employee and the Employee's supervisor before sending to Compliance.

IX. 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 your Local Compliance Group for your region's policy on Gifts and Entertainment.

20

X. 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 Morgan Stanley Political Action Committee to pursue legitimate political activities and to make political contributions to the extent permitted under U.S. 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.

Employee 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. The Political Contributions Pre-Clearance Form is available from Compliance.

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 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 your Local Compliance Group if you have any questions.

XI. Sanctions

All violations of this Code will be reported promptly to the applicable Chief Compliance Officer. Investment Management may impose such sanctions as they deem appropriate, including a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment and/or other possible sanctions. The President/Chief Operating Officer of Investment Management and the Chief Legal Officer or Chief Compliance Officer together, are authorized to determine the choice of sanctions to be imposed in specific cases, including termination of employment.

21

XII. Employee Training and Certification

All new Employees will receive training on the principles and procedures of this Code. New Employees are also required to sign a copy of this Code indicating their understanding of, and their agreement to abide by the terms of this Code.

In addition, Employees are required to certify annually that: (i) they have read and understand the terms of this Code and recognize the responsibilities and obligations incurred by their being subject to this Code; and (ii) they are in compliance with the requirements of this Code, including but not limited to the reporting of all brokerage accounts, and the pre-clearance of all non-exempt Personal Securities Transactions in accordance with this Code.

I have read and understand the terms of the above Code. I recognize the responsibilities and obligations, including but not limited to my quarterly transaction, annual listing of holdings, and initial holdings reporting obligations (as applicable), incurred by me as a result of my being subject to this Code. I hereby agree to abide by the above Code.


(Signature) (Date)


(Print name)

To complete the acknowledgement process you must electronically acknowledge by clicking on your Brower's Back button to reach the Acknowledgement Screen. You must also print the Acknowledgement Form [Link], sign and return it to your Local Compliance Group [Link] by XXXX XX, XXXX.

MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS

Dated: XXXX XX, XXXX

22

SCHEDULE A

MORGAN STANLEY INVESTMENT ADVISORS INC.
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 AIP GP LP
MORGAN STANLEY HEDGE FUND PARTNERS GP LP
MORGAN STANLEY HEDGE FUND PARTNERS LP
MORGAN STANLEY SERVICES COMPANY INC.
MORGAN STANLEY DISTRIBUTORS INC.
MORGAN STANLEY DISTRIBUTION INC.
MORGAN STANLEY TRUST
MORGAN STANLEY & CO. INCORPORATED
VAN KAMPEN ASSET MANAGEMENT
VAN KAMPEN ADVISORS INC.
VAN KAMPEN INVESTMENTS, INC.
VAN KAMPEN FUNDS INC.
VAN KAMPEN TRUST COMPANY
VAN KAMPEN INVESTOR SERVICES INC.

23

Ethics MCM/PSA Code of Ethics for Access Persons Page 1

CODE OF ETHICS

For Access Persons of

The Munder Funds,
Munder Capital Management
and
Pierce Street Advisors, LLC

MUNDERCAPITAL logo

Effective May 16, 2006

(C) 2005, Munder Capital Management Last Updated: 5-16-2006


CODE OF ETHICS
Table of Contents

I. INTRODUCTION............................................................4
A. Standards of Business Conduct.......................................4
B. General Principles of this Code of Ethics...........................4
C. Applicability.......................................................5
1. General Applicability of the Code...............................5
2. Application of the Code to Non-Interested Trustees..............5
3. Application of the Code to Interested Trustees..................5
4. Application of the Code to Personnel of Funds Sub-advised by the Advisers...................................................6
5. Conflicts with Other Codes......................................6
II. RESTRICTIONS ON ACTIVITIES..............................................6
A. Blackout Periods for Personal Trades................................6
1. Pending Trades..................................................6
2. Seven-Day Blackout..............................................7
3. Exempt Transactions.............................................7
B. Transactions in Client Accounts of Securities In Which Portfolio

       Managers Have Disclosable Interests................................8
    1.    Review of Portfolio Manager Transactions........................8
    2.    Exempt Transactions.............................................9
    3.    Definitions for Section II.B....................................9
C.    Initial Public Offering and Limited Offering.......................10
D.    Short-Term Trading.................................................11
    1.    Covered Securities.............................................11
    2.    Munder Funds Shares............................................11
    3.    Exempt Transactions............................................12
    4.    Return of Profits..............................................13
E.    Gifts..............................................................13
    1.    Accepting Gifts................................................13
    2.    Solicitation of Gifts..........................................13
    3.    Giving Gifts...................................................13
F.    Service as a Director..............................................14
G.    Amendments and Waivers.............................................14

III. COMPLIANCE PROCEDURES..................................................15
A. Pre-Clearance Requirements for Access Persons......................15
1. General Requirement............................................15
2. Exempt Transactions............................................15
3. Trade Authorization Requests...................................16
4. Representations and Warranties.................................16
5. Duration of Pre-Clearance Approval.............................17
6. Execution of Trades and Commissions............................17
B. Reporting Requirements for Access Persons..........................18
1. Brokerage Statements and Confirmations.........................18
2. Quarterly Transaction Reports..................................18
3. Initial and Annual Disclosure of Personal Holdings.............20
4. Certification of Compliance....................................20
5. Permitted Disclaimer...........................................21
C. Distribution of the Code to Persons Subject to the Code............21

2

D. Quarterly Review...................................................21
E. Reports to the Boards of Trustees/Directors........................21
1. Annual Reports.................................................21
2. Quarterly Reports..............................................22
IV. GENERAL POLICIES.......................................................22
A. Anti-Fraud.........................................................22
B. Involvement in Criminal Matters or Investment-Related Civil

            Proceedings.......................................................23
V.     REPORTING VIOLATIONS OF THE CODE.......................................23
VI.    SANCTIONS..............................................................23

VII. INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER CODES.....................23
VIII. RECORDKEEPING..........................................................24
IX. CONFIDENTIALITY........................................................24
X. OTHER LAWS, RULES AND STATEMENTS OF POLICY.............................24
XI. FURTHER INFORMATION....................................................24

Attachment A - Definitions
Attachment B-1 - Certification of Employee Transactions Attachment B-2 - Brokerage Account Certification Statement Attachment B-3 - Holdings Certification Statement Attachment C - Initial Report of Personal Holdings of Securities Attachment D - Annual Certification and Questionnaire Attachment E - Contact Persons
Attachment F - List of Broad-Based Indices Attachment G - Reportable Funds

3

CODE OF ETHICS

I. INTRODUCTION

A. Standards of Business Conduct

Munder Capital Management, including its division World Asset Management, ("MCM") and Pierce Street Advisors, LLC ("PSA") (each, an "Adviser" and collectively, the "Advisers") seek to foster a reputation for integrity and professionalism. That reputation is a vital business asset. As registered investment advisers, the Advisers have a duty to deal fairly with and act in the best interests of their clients and the personnel of the Advisers have a duty to place the interests of the Advisers' clients ahead of their own. The confidence and trust placed in the Advisers by their clients is something the personnel of the Advisers should value and endeavor to protect.

To further these goals, the Advisers adopted policies and procedures that pertain to the Advisers' employees, officers, general partners and other persons occupying a similar status or performing similar functions, as well as any other persons who provide investment advice on behalf of the Advisers and are subject to the Advisers' supervision and control. The Advisers' policies and procedures, including this Code of Ethics, require the personnel of the Advisers to adhere to certain standards of conduct and to comply with federal securities laws. Personnel of the Advisers should strive not only to comply with the Advisers' policies and procedures, but to conduct themselves in such a manner as to instill confidence and trust in the Advisers' clients.

B. .General Principles of this Code of Ethics

This Code of Ethics ("Code") establishes rules of conduct for "Access Persons" (as defined in Attachment A) of each of the entities comprising MCM, PSA and the Munder Family of Funds(1) ("Munder Funds"). The Code is designed to
(i) govern the personal securities activities of Access Persons; (ii) prevent Access Persons from engaging in fraud; and (iii) require the Advisers to use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code.

As a general matter, in connection with personal securities transactions,
(1) Access Persons of the Advisers should always place the interests of Advisory Clients (as defined in Attachment A) first; (2) Access Persons should ensure that all personal securities transactions are conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an Access Person's position of trust and responsibility; and (3) Access Persons should not take inappropriate advantage of their positions.


(1) The Munder Funds are comprised of various corporate entities currently consisting of The Munder @Vantage Fund, Munder Series Trust and Munder Series Trust II.

4

C. Applicability

1. General Applicability of the Code

This Code applies to all Access Persons (as defined in Attachment A) of the Munder Funds, MCM and PSA.

2. Application of the Code to Non-Interested Trustees

This Code applies to Non-Interested Trustees (as defined in Attachment
A). However, a Non-Interested Trustee shall not be required to comply with Sections III.A., III.B.1. and III.B.2. of this Code(2) with respect to a personal securities transaction involving a Covered Security (as defined in Attachment A) unless such Non-Interested Trustee, at the time of the personal transaction, knew, or in the ordinary course of fulfilling his or her official duties as a Trustee of a Munder Fund should have known, that during the 15-day period immediately preceding the date of the Trustee's personal transaction in the Covered Security, a Munder Fund purchased or sold the same Covered Security or such Covered Security was being considered for purchase or sale by a Fund or its investment adviser.

Certain provisions of the Code do not apply to Non-Interested Trustees who are Access Persons solely because they are Trustees of the Munder Funds. Specifically, the following provisions of the Code do not apply to the Non-Interested Trustees who are Access Persons solely by reason of their being Trustees of the Munder Funds: (i) the reporting of initial, quarterly and annual disclosure of personal securities holdings; (ii) restrictions relating to black-out periods, short-term trading, investments in limited offerings and initial public offerings; and (iii) restrictions regarding service as a director of a publicly-traded or privately held company.

Please note that the restrictions in the Code on short-term trading in shares of the Munder Funds by Access Persons also shall not apply to the Non-Interested Trustees who are Access Persons solely as a result of their being Trustees of the Munder Funds.

3. Application of the Code to Interested Trustees

This Code also applies to Interested Trustees. An Interested Trustee, unlike a Non-Interested Trustee as described above in Section I.C.2., shall be required to comply with Sections III.A. and III.B. of this Code with respect to a personal securities transaction involving a Covered Security. However, if the trustee is designated as an Interested Trustee solely because of his or her prior business relationship with the Munder Funds or MCM (i.e., is not "Investment Personnel", as defined in Attachment A), or due to a direct or indirect Beneficial Ownership interest (as defined in Attachment A) in any security issued by MCM or its parent company, the Interested Trustee shall only be required to comply with the provisions of


(2) Sections III.A., III.B.1. and III.B.2. generally relate to the requirement to pre-clear personal trades, provide duplicate brokerage confirmations and statements and provide quarterly transaction reports.

5

this Code relating to (a) Quarterly Transaction Reports; and (b) Initial and Annual Holdings Reports (as described in Section III.B.). Moreover, the provisions of this Code regarding (i) restrictions on black-out periods and short-term trading; (ii) restrictions on investments in limited offerings and initial public offerings; and (iii) restrictions regarding services as a director of a publicly-traded or privately held company, shall not apply.

Please note that the restrictions in the Code on short-term trading in shares of the Munder Funds by Access Persons shall not apply to an Interested Trustee solely because of such Trustee's prior business relationship with the Munder Funds or MCM (i.e., is not "Investment Personnel", as defined in Attachment A), or due to a direct or indirect Beneficial Ownership interest (as defined in Attachment A) in any security issued by MCM or its parent company.

4. Application of the Code to Personnel of Funds Sub-advised by the Advisers

This Code does not apply to the directors, officers and general partners of funds for which the Advisers serve as a sub-adviser.

5. Conflicts with Other Codes

To the extent this Code conflicts with any code of ethics or other code or policy to which an Access Person is also subject, this Code shall control. Notwithstanding the foregoing, if the other code of ethics is more restrictive than this Code, such other code of ethics shall be controlling, provided that (i) the Designated Supervisory Person (as defined in Attachment A) determines that the other code should be controlling and (ii) notifies the Access Person in writing of that determination.

II. RESTRICTIONS ON ACTIVITIES

A. Blackout Periods for Personal Trades

1. Pending Trades

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 (as defined in Attachment A) on a day during which an Advisory Client has a pending "buy" or "sell" order in that same Covered Security until that order is executed or withdrawn, unless the pending trade is an Index Trade or the Access Person's trade is a De Minimis Trade (as defined in Attachment A).

If the pending trade is a Limit Order, upon request of the Access Person, the Designated Supervisory Person will determine the likelihood of the Limit Order being "in the money" within the seven day blackout period. This determination will be made by a review of the historical trading

6

activity, as well as information provided by the Trading Department. If it is anticipated that the Limit Order is not likely to be "in-the-money" within the seven-day blackout period, authorization may be granted at the discretion of the Designated Supervisory Person.

2. Seven-Day Blackout

No portfolio manager of an Advisory Client, or Access Person linked to that portfolio manager by the Designated Supervisory 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 within seven (7) calendar days before or after the Advisory Client's trade in that Covered Security is executed, unless the Advisory Client's trade is an Index Trade or the Access Person's trade is a De Minimis Trade. For purposes of the Seven-Day Blackout restriction contained in this paragraph, the term "Advisory Client" shall not include any client for which an Adviser places orders through its trading department but does not otherwise serve as an investment adviser or sub-adviser, render investment advice or make investment decisions.

3. Exempt Transactions

The following transactions are exempt from the blackout periods described above in Sections II.A.1. and II.A.2.:

a. Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control (for example, blind trusts or discretionary accounts where the Access Person and the investment advisor agree in writing to abide by these restrictions in a manner approved by the Designated Supervisory Person);

b. Purchases that are effected as part of an automatic dividend reinvestment plan, an automatic investment plan, a payroll deduction plan or program (including, but not limited to, automatic payroll deduction plans or programs and 401(k) plans or programs (both employee initiated and/or employer matching)), an employee stock purchase plan or program or other automatic stock purchase plans or programs;

c. Purchases or sales that are considered by the Designated Supervisory Person to have a remote potential to harm an Advisory Client because, for example, such purchases or sales would be unlikely to affect a highly institutional market or because such purchases or sales are clearly not related economically to the securities held, purchased or sold by the Advisory Client;

d. Purchases or sales that are non-volitional on the part of the Access Person or a Fund;

7

e. 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 the issuer, and sales of such rights so acquired;

f. Transactions in options on securities excluded from the definition of Covered Security;

g. Transactions in commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly-traded market-based index of stocks), options on futures, options on currencies and options on certain indices designated by the Compliance Department as broad-based. The indices designated by the Compliance Department as broad-based may be changed from time to time and are listed in Attachment F. Options on indices that are not designated as broad-based are subject to the blackout periods; and

h. De Minimis Trades.

B. Transactions in Client Accounts of Securities In Which Portfolio Managers Have Disclosable Interests

1. Review of Portfolio Manager Transactions

On a quarterly basis, the Compliance Department will identify each Covered Security in which, during the prior calendar quarter:

a. a portfolio manager or a member of his or her Immediate Family (as defined in Attachment A) had a "Disclosable Interest" (as defined in Section II.B.3.), and

b. an Advisory Client account that the portfolio manager manages held a "Material" (as defined in Section II.B.3.) position.

For each such Covered Security so identified, the Compliance Department will:

a. review the nature and extent of the portfolio manager's personal holding in the security to determine whether the portfolio manager's current investment objectives are consistent with those of the Advisory Client accounts or "Model Portfolios" (as defined in
Section II.B.3.) and are likely to remain so in the foreseeable future;

b. review the Advisory Client trades or Model Portfolio changes in light of the nature and extent of the portfolio manager's personal holding in the security to determine whether the trades appear appropriate under the circumstances;

8

c. review sales in the portfolio manager's personal accounts to determine whether a sale was appropriate for the portfolio manager to sell his/her position in light of the holdings of the Advisory Client accounts and Model Portfolios; and

d. review transactions in the portfolio manager's personal accounts to determine whether a transaction appears to involve potential overreaching by the portfolio manager or appears to be disadvantageous to the Advisory Client accounts or Model Portfolios.

In instances where there might be a conflict of interest when trading with a broker-dealer (e.g., a relative of the trader or portfolio manager that works at the broker-dealer), the trader or portfolio manager should disclose the relationship/potential conflict of interest to the Chief Compliance Officer of the Advisers ("CCO") and obtain approval of the CCO before trading with that broker-dealer.

2. Exempt Transactions

The following transactions are exempt from the review described above in Section II.B.1.:

a. Transactions in an Advisory Client account which follows a "Model Portfolio" (as defined in Section II.B.3.) and if the trade is caused by either a recent change in the Model Portfolio or the portfolio manager's decision to improve the account's alignment with the Model Portfolio;

b. Transactions made at an Advisory Client's request or direction or caused by the addition or removal of funds by an Advisory Client and such addition or removal results in approximately proportionate purchases or sales of all discretionary security positions in such Advisory Client's account (subject, for example, to normal rounding adjustments); and

c. Transactions in Advisory Client accounts that are passively managed to an index or Model Portfolio.

3. Definitions for Section II.B.

Disclosable Interest. For the purpose of this Section II.B., a "Disclosable Interest" in a Covered Security exists if the portfolio manager or a member of his or her Immediate Family:

a. has or contemplates obtaining the direct or indirect Beneficial Ownership of a Material position in a Covered Security of an issuer (including an equivalent security, such as the notional value of an option on the Covered Security);

9

b. has any position (employee, consultant, officer, director, etc.) with an issuer of a Covered Security or any of its affiliates; or

c. has a present or proposed business relationship between such issuer or its affiliates.

Material. For the purpose of this Section II.B., a "Material" position in a security shall mean:

a. in the case of a Covered Security then listed on the Standard & Poor's 500(R) Composite Stock Price Index (the "S&P 500"), a position with a value greater than $30,000; and

b. in the case of a Covered Security not listed on the S&P 500, a position with a value greater than $10,000.

In the case of non-Model Portfolio client trades, the size of a purchase or sale shall be calculated by aggregating the purchases and sales of all trades in a Covered Security for all Advisory Clients managed by such portfolio manager on a single business day. In the case of Model Portfolio client trades, the size of a purchase or sale shall be calculated by aggregating the purchases and sales of all likely trades in a Covered Security for all Advisory Clients following such Model Portfolio on a single business day.

Model Portfolio. For the purpose of these procedures, a "Model Portfolio" shall mean a theoretical, actively-managed portfolio of securities maintained as a prototype for portfolio managers to follow when managing accounts of Advisory Clients designated to be managed in such style.

C. Initial Public Offering and Limited Offering

No Access Person shall acquire directly or indirectly any securities in an "initial public offering" for his or her personal account except "initial public offerings" of registered investment companies. For this purpose, an "initial public offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934. (As noted above, this provision does not apply to Non-Interested Trustees or Interested Trustees who are not also Investment Personnel.)

No Access Person shall acquire directly or indirectly securities in a "limited offering" (which are sometimes also referred to as "private placements") except after receiving pre-clearance, as specified in Section
III.A. hereof. In all such instances, the Access Person shall provide the Designated Supervisory Person with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person's activities on behalf of Advisory Clients). The Designated Supervisory Person may not approve any such transaction unless he or

10

she determines, after consultation with other investment advisory personnel of the applicable Adviser such as its Chief Investment Officer, that Advisory Clients have no reasonably foreseeable interest in purchasing such securities.

For this purpose, a "limited offering" means an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to
Section 4(2) or 4(6) thereof, or pursuant to Regulation D thereunder. (As noted above, this provision does not apply to Non-Interested Trustees or to Interested Trustees who are not also Investment Personnel.) An Access Person who has been authorized to acquire and has acquired securities in a "limited offering" must disclose that investment to the Designated Supervisory Person and the Chief Investment Officer prior to, and explain that the disclosure is being made is in connection with, the Access Person's subsequent consideration of an investment in the issuer by an Advisory Client.

D. Short-Term Trading

1. Covered Securities

No Access Person shall profit from the purchase and sale, or sale and purchase, of the same Covered Security of which such Access Person has a Beneficial Ownership interest within 60 calendar days. The 60 calendar days will be calculated from the date of the most recent transaction. Subject to
Section V. below, any profit realized from a trade in violation of this provision shall be paid to the applicable Adviser, which shall, in turn, donate that amount to a charitable organization.

2. Munder Funds Shares

No Access Person (or member of his or her Immediate Family) shall purchase and sell or sell and purchase shares of the same Munder Fund or fund sub-advised by an Adviser (see Attachment G for a list of mutual funds sub-advised by the Advisers) in which such Access Person has a Beneficial Ownership interest within a 60 day calendar period. The 60 calendar days will be calculated from the date of the most recent transaction.

Further, no Access Person (or member of his or her Immediate Family) shall exchange shares of one Munder Fund or fund sub-advised by an Adviser (with respect to which such Access Person has a Beneficial Ownership interest) for shares of another Munder Fund or fund sub-advised by an Adviser (with respect to which such Access Person has a Beneficial Ownership interest) within a 60 day calendar period. The 60 calendar days will be calculated from the date of the most recent transaction.

Further, it is the goal of the Munder Funds to limit the number of "roundtrip" exchanges into and out of a Fund that an Access Person can make in any one year for any account in which the Access Person has a Beneficial Ownership interest to no more than six per year.

11

3. Exempt Transactions

None of the above-specified restrictions on short-term trading shall apply to the following transactions:

a. Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control (for example, blind trusts or discretionary accounts where the Access Person and the investment advisor agree in writing to abide by these restrictions in a manner approved by the Designated Supervisory Person);

b. Purchases or sales that are non-volitional on the part of the Access Person;

c. Purchases that are effected as part of an automatic dividend reinvestment plan, an automatic investment plan, a payroll deduction plan or program (including, but not limited to, automatic payroll deduction plans or programs and 401(k) plans or programs (both employee initiated and/or employer matching)), an employee stock purchase plan or program, or other automatic stock purchase plans or programs;

d. Sales that are part of an automatic withdrawal plan or program, including loans, withdrawals and distributions from 401(k) plans or programs;

e. Purchases or sales with respect to shares of any of the taxable or tax-exempt money market funds sponsored by MCM ("Munder Money Market Funds") or sub-advised by an Adviser;

f. Except for short-term trading in shares of the Munder Funds, purchases or sales that are considered by the Designated Supervisory Person to have a remote potential to harm an Advisory Client because, for example, such purchases or sales would be unlikely to affect a highly institutional market or because such purchases or sales are clearly not related economically to the securities held, purchased or sold by the Advisory Client;

g. 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 the issuer, and sales of such rights so acquired;

h. Transactions in options on securities excluded from the definition of Covered Security; and

i. Transactions in commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly-traded market-based index of stocks), options on futures, options on currencies and options on certain indices designated by the Compliance Department as broad-based. The indices designated by the

12

Compliance Department as broad-based may be changed from time to time and are listed in Attachment F. Options on indices that are not designated as broad-based are subject to the restrictions on short-term trading.

4. Return of Profits

Subject to Section V. below, any profit realized by an Access Person from prohibited short-term trading in shares of the Munder Funds or funds sub-advised by an Adviser shall be returned to the relevant Munder Fund or sub-advised fund and shall be viewed for tax purposes as a payment made to correct an error.

E. Gifts

The gift provisions below apply to officers and employees of the Advisers. Please see the Gift Policy in the Employee Handbook for further information.

1. Accepting Gifts

On occasion, because of their positions with the Advisers or the Munder Funds, employees may be offered, or may receive without notice, gifts from clients, brokers, vendors or other persons affiliated with such entities. Acceptance of extraordinary or extravagant gifts is not permissible. Any such gifts must be declined, returned or given to the applicable Adviser to donate to charity in order to protect the reputation and integrity of the Advisers and the Munder Funds. Gifts of a nominal value (i.e., gifts whose reasonable aggregate value is no more than $100 a year), customary business meals, entertainment (e.g., reasonable sporting events) and promotional items (e.g., pens, mugs, T-shirts) may be accepted. Employees may not accept a gift of cash or a cash equivalent (e.g., gift certificates) in any amount. Employees must report the receipt of a gift to the Legal Department in accordance with the requirements of the Advisers' Gift Policy.

2. Solicitation of Gifts

Employees and officers of the Advisers may not solicit gifts or gratuities.

3. Giving Gifts

Employees and officers of the Advisers may not give any gift(s) with an aggregate value in excess of $100 per year to any person associated with any securities or financial organization, including exchanges, other NASD member organizations, commodity firms, news media, or clients of the firm.

13

F. Service as a Director

No Access Person shall serve on the board of directors of any publicly-traded company or privately-held company without prior authorization from a committee comprised of the CCO and either the Chief Executive Officer or Chief Investment Officer of the applicable Adviser, based upon a determination that such board service would not be inconsistent with the interests of the Advisory Clients. In instances in which such service is authorized, the Access Person will be isolated from making investment decisions relating to such company through the implementation of appropriate "Chinese Wall" procedures established by the CCO. This restriction does not apply to non-profit, charitable, civic, religious, public, political, educational or social organizations.

G. Amendments and Waivers

The limitations and restrictions specified in subsections C through F of this Section II. may be modified only by the CCO on a case-by-case basis. Each such modification shall be documented in writing by the Designated Supervisory Person, including in particular the basis for the modification. If material, such modification must be approved by the Board of Trustees of the Munder Funds no later than six months after adoption of the change.

Although exceptions to the Code will rarely, if ever, be granted, the CCO may grant exceptions to the requirements of the Code on a case-by-case basis if he or she finds that the proposed conduct involves negligible opportunity for abuse. All material exceptions must be in writing and must be reported to the Board of Trustees of the Munder Funds at its next regularly scheduled meeting after the exception is granted. For purposes of this Section, an exception will be deemed to be material if the transaction involves more than 1,000 shares or has a dollar value in excess of $25,000.

When requesting an exception to the restrictions on short-term trading in
Section II.D., an Access Person must demonstrate that (1) the short-term trading would not have a material impact on the relevant Munder Fund and its shareholders or the relevant fund sub-advised by an Adviser and its shareholders; (2) the transaction involves less than 1,000 shares of any Munder Fund or fund sub-advised by an Adviser; and (3) the aggregate dollar value of the shares that would be purchased or sold on a short-term basis is not in excess of $25,000. The CCO will grant exceptions only in limited circumstances. No waivers will be granted to portfolio managers with respect to short-term trading in shares of any Munder Fund or sub-advised fund for which they provide advisory services.

14

III. COMPLIANCE PROCEDURES

A. Pre-Clearance Requirements for Access Persons

1. General Requirement

All purchases or sales (including the writing of an option to purchase or sell and the giving of a gift (but not the receipt of a gift)) of a Covered Security in which an Access Person (or a member of his or her Immediate Family) has or will have a Beneficial Ownership interest must be pre-cleared with the Designated Supervisory Person (or his or her designee). In addition, all trades in shares of the Munder Funds and funds sub-advised by an Adviser, except money market funds, in which any Access Person (or member of his or her Immediate Family) has or will have a Beneficial Ownership interest (including shares owned through any 401(k) or other retirement plan) must be pre-cleared with the Designated Supervisory Person (or his or her designee).

2. Exempt Transactions

The following transactions are exempt from the pre-clearance requirements described in this Section III.A.:

a. Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control (for example, blind trusts or discretionary accounts where the Access Person and the investment advisor agree in writing to abide by these restrictions in a manner approved by the Designated Supervisory Person);

b. Purchases that are effected as part of an automatic dividend reinvestment plan, an automatic investment plan, a payroll deduction plan or program (including, but not limited to, automatic payroll deduction plans or programs and 401(k) plans or programs (both employee initiated and/or employer matching)), automatic stock purchase plans or programs, or an employee stock purchase plan or program;

c. Sales that are part of an automatic withdrawal plan or program, including loans, withdrawals and distributions from 401(k) plans or programs;

d. Purchases or sales that are non-volitional on the part of the Access Person or a Fund;

e. 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 the issuer, and sales of such rights so acquired;

f. Transactions in collective funds or common trust funds;

15

g. Transactions in options on securities excluded from the definition of Covered Security;

h. Transactions in commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly-traded market-based index of stocks), options on futures, options on currencies and options on certain indices designated by the Compliance Department as broad-based. The indices designated by the Compliance Department as broad-based may be changed from time to time and are listed in Attachment F. Options on indices that are not designated as broad-based are subject to the pre-clearance requirements; and

i. De Minimis Trades.

3. Trade Authorization Requests

Prior to entering an order for a personal trade that requires pre-clearance, the Access Person must complete a written or electronic request for pre-clearance providing the following information:

a. Name and symbol of security;

b. Maximum quantity to be purchased or sold;

c. Name of broker effecting the transaction; and

d. Type of transaction (e.g. buy, sell, exchange, etc).

The request must be submitted to the Designated Supervisory Person (or his or her designee). After receiving the written or electronic request, the Designated Supervisory Person (or his or her designee) will, as appropriate (a) review the information, (b) independently confirm whether there are any pending or unexecuted orders to purchase or sell the Covered Securities by an Advisory Client, and (c) as soon as reasonably practicable, determine whether to authorize the proposed securities transaction. No order for a securities transaction for which pre-clearance authorization is sought may be placed prior to the receipt of written or electronic authorization of the transaction by the Designated Supervisory Person (or his or her designee). Verbal approvals are not permitted and may not be relied upon. Access Persons are solely responsible for their compliance with the Code. Pre-clearance should not be construed as an assurance that a personal securities transaction complies with all provisions of this Code.

4. Representations and Warranties

Each time an Access Person makes a pre-clearance request, other than a pre-clearance request with respect to a transaction in shares of the Munder Funds by portfolio managers, the Access Person shall be deemed to be making

16

the following representations and warranties:

a. He/she does not possess any material non-public information regarding the issuer of the security;

b. To his/her knowledge, there are no pending trades in the security (or any derivative of it) by an Advisory Client (other than an Index Trade);

c. To his/her knowledge, the security (or any derivative of it) is not being considered for purchase or sale by any Advisory Client (other than an Index Trade);

d. If he/she is a portfolio manager or a person linked to a portfolio manager, none of the accounts managed by him/her (or such portfolio manager) has purchased or sold this security (or any derivatives of it) within the past 7 calendar days (other than an Index Trade); and

e. He/she has read the Code of Ethics within the prior 12 months and believes that the proposed trade fully complies with the requirements of the Code.

5. Duration of Pre-Clearance Approval

Personal trades should be placed with a broker promptly after receipt of the pre-clearance approval so as to minimize the risk of potential conflict arising from a client trade in the same security being placed after the pre-clearance is given. The pre-clearance approval will expire at the open of business (generally 9:00 a.m., Detroit time) on the next trading day after which authorization is received. The Access Person is required to renew such pre-clearance if the pre-cleared trade is not completed before the authority expires. This restriction also applies to Limit Orders. With respect to trades in the Munder Funds, the trade date may be the next trading day after pre-clearance is granted, due to the timing of processing transactions. In addition, the trade date on transactions processed through the mail may be different from the pre-clearance date.

6. Execution of Trades and Commissions

No personal trades may be placed or executed directly through the institutional trading desk of a broker-dealer that also handles any of the Advisers' or their respective clients' trading activity. Only normal, retail brokerage relationships generally available to other similar members of the general public are permitted. Commissions on personal transactions may be negotiated, but payment of a commission rate that is lower than the rate available to retail customers through similar negotiations is prohibited.

17

B. Reporting Requirements for Access Persons

1. Brokerage Statements and Confirmations

Every Access Person and members of his or her Immediate Family (excluding Non-Interested Trustees and their Immediate Family members) must arrange for the Legal Department 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 all accounts that hold any securities in which such Access Person has a Beneficial Ownership interest. This requirement applies even if the transaction involves or the account holds a non-Reportable Security and specifically includes brokerage statements and confirmations with respect to transactions involving shares of the Munder Funds and funds sub-advised by an Adviser. To assist in making these arrangements, the Legal Department will send a letter to each broker, dealer or bank based on the information provided by the Access Person. Exceptions to this policy must be pre-approved by the Compliance Department.

2. Quarterly Transaction Reports

a. General Requirement

In addition to providing the duplicate confirmations and periodic statements required by the preceding paragraph on a timely basis, each Access Person shall, on a quarterly basis, confirm the accuracy of the information previously provided to the Legal Department in the format specified in Attachment B-1. Each Access Person shall also list any previously unreported transaction that occurred prior to the end of the quarter to which the report relates involving a Reportable Security (as defined in Attachment A) in which the Access Person had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership. Previously unreported transactions might include, for example, a private placement or limited offering that is not purchased through an Access Person's brokerage account, securities acquired through a gift or inheritance, or De Minimis Trades.

b. Exempt Transactions

The following transactions are not required to be reported on a quarterly basis as described in this Section III.B.2.:

i. Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control (for example, blind trusts or discretionary accounts where the Access Person and the investment advisor agree in writing to abide by these restrictions in a manner approved by the Designated Supervisory Person); and

18

ii. Purchases or sales that are effected as part of an automatic investment plan, including an automatic dividend reinvestment plan. An 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. However, any transaction that overrides the preset schedule or allocation of the automatic investment plan is not exempt.

c. Reporting Deadline

An Access Person must submit any report required by this Section
III.B.2. to the Designated Supervisory Person no later than 30 days after the end of the calendar quarter in which the transaction occurred.

d. Report Content

The report must contain the following information with respect to each previously undisclosed securities transaction:

i. The date of the transaction, the title, the exchange ticker symbol or CUSIP number, the interest rate and the maturity date (if applicable), the number of shares, and the principal amount of each security;

ii. The nature of the transaction (i.e., purchase, sale or 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; and

v. The date that the report is submitted by the Access Person.

To the extent such information is not included in the duplicate confirmations, statements, periodic reports or other written information previously provided to the Designated Supervisory Person, the following information must also be provided in the report submitted by the Access Person with respect to any account established in which any securities were held during the prior calendar quarter for the direct or indirect Beneficial Ownership interest of the Access Person:

19

i. The name of the broker, dealer or bank with whom the Access Person established the account;

ii. The date the account was established.

3. Initial and Annual Disclosure of Personal Holdings

No later than 10 days after becoming a Access Person and thereafter on an annual calendar year basis, each Access Person must submit a Personal Holdings of Securities report.

The Initial and Annual Reports of Personal Holdings of Securities must contain:

a. The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership interest;

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.

The information in the report must be current as of a date no more than 45 days prior to the date the report is submitted. Initial Reports of Personal Holdings shall be in the format specified in Attachment C. Annually, each Access Person shall confirm the accuracy of the information regarding securities holdings and accounts previously provided to the Legal Department in the formats specified in Attachments B-2 and B-3. Each Access Person shall also list any previously unreported securities holding or account.

If not previously provided, the Access Person must provide or ensure that reports or duplicate copies of supporting documentation (e.g., brokerage statements or similar documents) of securities holdings required to be reported herein are provided to the Designated Supervisory Person.

4. Certification of Compliance

Each Access Person is required to certify annually in writing that he or she has received a copy of the Code, has read and understood the Code and acknowledges that he or she is subject to it. Further, each Access Person is required to certify annually that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of the Code. The form of Annual Certification and Questionnaire is attached to this Code as Attachment D.

20

5. Permitted Disclaimer

Any report submitted to comply with the requirements of this Section
III.B., may contain a statement that the report shall not be construed as an admission by the person making such report that such person has any direct or indirect Beneficial Ownership in the securities to which the report relates.

C. Distribution of the Code to Persons Subject to the Code

The Designated Supervisory Person (or his or her designee) shall provide a copy of this Code to each Access Person within 10 days of such person becoming subject to the Code. Thereafter, the Designated Supervisory Person (or his or her designee) shall provide each Access Person with a copy of the Code on an annual basis and promptly after any amendment to the Code. Each Access Person, unless specifically exempted herein, shall acknowledge receipt of the Code and any amendments thereto.

D. Quarterly Review

At least quarterly, the Designated Supervisory Person (or his or her designee) shall review and compare the confirmations and quarterly reports received with the written pre-clearance authorization provided. Such review shall include, as appropriate:

1. Whether the securities transaction complied with this Code;

2. Whether the securities transaction was authorized in advance of its placement;

3. Whether the securities transaction was executed before the expiration of any approval under the provisions of this Code;

4. Whether any Advisory Client accounts owned the securities at the time of the securities transaction; and

5. Whether any Advisory Client accounts purchased or sold the securities in the securities transaction within seven (7) days of the securities transaction.

E. Reports to the Boards of Trustees/Directors

1. Annual Reports

The Designated Supervisory Person shall prepare an annual report for the Board of each Munder Fund on behalf of MCM and any sub-adviser. At a minimum, the report shall: (a) summarize the existing Code procedures concerning personal investing and any changes in the Code and its procedures made during the year; (b) describe any issues arising under the Code since the last report to the Board, including, but not limited to,

21

information about material violations of the Code or the procedures, and sanctions imposed in response to the material violations; (c) certify to the Board that the Munder Funds and MCM have adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and (d) identify any recommended material changes in existing restrictions or procedures.

2. Quarterly Reports

At each quarterly meeting of the Munder Funds' Boards, MCM, and any sub-adviser of a Munder Fund shall report to the Boards concerning:

a. Any transaction that appears to evidence a possible violation of this Code;

b. Apparent violations of the reporting requirements of this Code;

c. Any securities transactions that occurred during the prior quarter that may have been inconsistent with the provisions of the codes of ethics adopted by a Fund's sub-adviser or principal underwriter; and

d. Any significant remedial action taken in response to such violations described in paragraph c. above.

IV. GENERAL POLICIES

A. Anti-Fraud

It shall be a violation of this Code for any Access Person or principal underwriter for any Advisory Client, or any affiliated person of the Advisers, any sub-adviser to, or the principal underwriter of, any Advisory Client in connection with the purchase or sale, directly or indirectly, by such person of any security which, within the most recent 15 days was held by an Advisory Client, or was considered by the Adviser for purchase by the Advisory Client, to:

1. employ any device, scheme or artifice to defraud an Advisory Client;

2. make to an Advisory Client any untrue statement of a material fact or omit to state to an Advisory Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon an Advisory Client; or

4. engage in any manipulative practice with respect to an Advisory Client.

22

B. Involvement in Criminal Matters or Investment-Related Civil Proceedings

Each Access Person must notify the Legal Department, as soon as reasonably practical, if he or she is arrested, arraigned, indicted or pleads no contest to any criminal offense (other than minor traffic violations) or if named as a defendant in any investment-related civil proceedings or any administrative or disciplinary action.

V. REPORTING VIOLATIONS OF THE CODE

An Access Person who becomes aware of a violation of this Code, whether on the part of the Access Person or any other person subject to the Code, shall promptly report such violation to the CCO. Failure to disclose or report to the CCO any violation of this Code is in and of itself a violation of the Code. An Access Person shall not be subject to retaliation as a result of any report made pursuant to this Section V. However, if an Access Person believes that he or she may suffer retaliation, such Access Person may report the violation on an anonymous basis.

VI. SANCTIONS

Upon discovering that an Access Person has not complied with the requirements of this Code, the Designated Supervisory Person shall submit such findings to the Compliance Committee. The Compliance Committee may impose on that Access Person whatever sanctions the Compliance Committee deems appropriate, including, among other things, the unwinding of the transaction and the disgorgement of profits, a letter of censure, mandatory Code of Ethics training, monetary sanctions, suspension or termination of employment. Any significant sanction imposed shall be reported to the Munder Funds' Chief Compliance Officer and Boards in accordance with Section III.E. above. Notwithstanding the foregoing, the Designated Supervisory Person shall have discretion to determine, on a case-by-case basis, that no material violation shall be deemed to have occurred. The Designated Supervisory Person may recommend that no action be taken, including waiving the requirement to disgorge profits under Section II.D. of this Code. A written memorandum of any such finding shall be filed with reports made pursuant to this Code.

VII. INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER CODES

Each Munder Fund's investment adviser, sub-adviser and, if appropriate, principal underwriter shall adopt, maintain and enforce a code of ethics with respect to their personnel in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended ("1940 Act"), Rule 204A-1 under the Investment Advisers Act of 1940, as amended ("Advisers Act") and/or Section 15(f) of the Securities Exchange Act of 1934, as amended ("1934 Act") as applicable, and shall forward to the Designated Supervisory Person and the Munder Fund's administrator copies of such codes and all future amendments and modifications thereto. The Munder Funds' Boards, including a majority of Non-Interested Trustees of the Boards, must approve the Munder Funds' Code and the code of any investment adviser, sub-adviser or principal underwriter of a Munder Fund

23

unless, in the case of the principal underwriter that is not affiliated with MCM, it is exempt from this approval requirement under Rule 17j-1.

VIII.RECORDKEEPING

This Code, the codes of any investment adviser, sub-adviser and principal underwriter, a copy of each report by an Access Person, any written report by the Advisers, any sub-adviser or the principal underwriter and lists of all persons required to make reports shall be preserved with the Advisers records in the manner and to the extent required by Rule 17j-1 under the 1940 Act (if applicable) and Rule 204-2 under the Advisers Act.

The Designated Supervisory Person shall maintain such reports and such other records as are required by this Code.

IX. CONFIDENTIALITY

All information obtained from any Access Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder may be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization, and may otherwise be disclosed to the extent required by law or regulation.

X. OTHER LAWS, RULES AND STATEMENTS OF POLICY

Nothing contained in this Code shall be interpreted as relieving any Access Person from acting in accordance with the provisions of any applicable law, rule, or regulation or any other statement of policy or procedures governing the conduct of such person adopted by the Advisers or a Munder Fund. No exception to a provision in the Code shall be granted where such exception would result in a violation of Rule 17j-1 under the 1940 Act or Rule 204A-1 under the Advisers Act.

XI. FURTHER INFORMATION

If any person has any questions with regard to the applicability of the provisions of this Code generally or with regard to any securities transaction or transactions, such person should consult with the Designated Supervisory Person.

24

Attachment A
DEFINITIONS

"Access Person" shall mean: (a) every trustee, director, officer and general partner of the Munder Funds and the Advisers, (b) every employee of the Munder Funds or an Adviser (or of any company in a control(3) relationship to a Munder Fund or an Adviser) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by an Advisory Client, or whose functions relate to the making of any recommendation to an Advisory Client regarding the purchase or sale of Covered Securities, (c) every employee of an Adviser who obtains information concerning recommendations made to an Advisory Client with regard to the purchase or sale of a Covered Security prior to their dissemination, and (d) such persons designated by the Legal Department. The term "Access Person" does not include any person who is subject to securities transaction reporting requirements of a code of ethics adopted by a Munder Fund's administrator, transfer agent or principal underwriter which contains provisions that are substantially similar to those in this Code and which is also in compliance with Rule 17j-1 of the 1940 Act and Section 15(f) of the Securities Exchange Act of 1934, as applicable. Any uncertainty as to whether an individual is an Access Person should be brought to the attention of the Legal Department. Such questions will be resolved in accordance with, and this definition shall be subject to, the definitions of "Access Person" found in Rule 17j-1 under the 1940 Act. A person who normally assists in the preparation of public reports or who receives public reports but who receives no information about current recommendations or trading or who obtains knowledge of current recommendations or trading activity once or infrequently or inadvertently shall not be deemed to be an Access Person. Temporary employees who will be employed at or through an Adviser for less than 30 calendar days shall not be deemed to be an Access Person.

"Advisory Client" means any client (including investment companies, private funds and managed accounts) for which an Adviser serves as an investment adviser or sub-adviser, renders investment advice, makes investment decisions or places orders through its trading department.

"Beneficial Ownership" A person is generally deemed to have beneficial ownership of a security if the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect "pecuniary interest" in the security. The term "pecuniary interest" generally means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. A person is refutably deemed to have an "indirect pecuniary interest" in any securities held by members of the person's Immediate Family. An indirect pecuniary interest also includes, among other things: a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; a performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; a person's right to dividends that is separated or separable from the underlying securities; a person's interest in securities held by certain trusts; and a person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable, the term "derivative security" being generally defined as any option, warrant,
(3) "Control" shall be interpreted to have the same meaning as in Section 2(a)(9) of the 1940 Act.

25

convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to an equity security, or similar securities with, or value derived from, the value of an equity security. For purposes of the Code, a person who is a shareholder of a corporation or similar entity is not deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation's or the entity portfolio. The foregoing definitions are to be interpreted by reference to Rule 16a-1(a)(2) under the 1934 Act, except that the determination of direct or indirect beneficial ownership for purposes of this Code must be made with respect to all securities that an Access Person has or acquires.

"Covered Security" means any Security (as defined below) except (i) direct obligations of the Government of the United States; (ii) bankers acceptances, bank certificates of deposit, commercial paper and High Quality Short-Term Debt Instruments (including repurchase agreements); and (iii) shares of open-end investment companies registered under the 1940 Act. Open-end registered investment companies include the Munder Funds (other than the Munder @Vantage Fund(4)). All Exchange Traded Funds are Covered Securities.

Covered Security does not include commodities or options on commodities, but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.

"De Minimis Trade" means a personal trade in a transaction involving no more than $10,000 of (1) a common stock then listed on the S&P 500 Index, (2) shares of Standard & Poor's Depositary Receipts - SPDR Trust, Series 1 (SPY), or
(3) shares of Nasdaq-100 Trust, Series 1 - Nasdaq-100 Index Tracking Stock (QQQQ). If, however, during any two consecutive calendar quarters, aggregate purchase or sale transactions by the Access Person in shares of the same issuer exceed a cumulative value of $30,000, a subsequent transaction in the issuer's securities shall no longer be regarded as a De Minimis Trade.

"Designated Supervisory Person" means each person designated as a Designated Supervisory Person in Attachment E hereto.

"Direct Obligations of the Government of the United States" means any security issued or guaranteed as to principal or interest by the United States, or any certificate of deposit for any of the foregoing. Direct Obligations of the Government of the United States include Cash Management Bills, Treasury Bills, Notes and Bonds, and those Treasury securities designated by the U.S. Department of Treasury as eligible to participate in the STRIPS (Separate Trading of Registered Interest and Principal of Securities) program.

Securities issued by entities controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States are not Direct Obligations of the


(4) Note that the @Vantage Fund is not an "open-end" investment company. Accordingly, its shares are not exempt from the definition of a Covered Security or the other restrictions under the Code, including the pre-clearance requirements for Access Persons.

26

Government of the United States. This includes securities issued by, for example, the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Government National Mortgage Association (Ginnie Mae), Federal Home Loan Banks, Federal Land Banks, Federal Farm Credit Banks, the Federal Housing Administration, the Farmers Home Administration, the Export-Import Bank of the United States, the Small Business Administration, the General Services Administration, Student Loan Marketing Association (Sallie Mae), the Central Bank for Cooperatives, Federal Intermediate Credit Banks and the Maritime Administration.

"High Quality Short-Term Debt Instrument" means 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.

"Immediate Family" of an Access Person means any of the following persons who reside in the same household as the Access Person:

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 adoptive relationships and any other relationship (whether or not recognized by law) which the CCO determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.

An "Index Trade" occurs when a portfolio manager directs a securities trade in an index- or quantitative-style Advisory Client account, such as an account managed to replicate the S&P 500 Index or the S&P MidCap 400 Index, in order for the account to maintain its index weightings in that security.

"Interested Trustee" is any person who is an "interested person" as defined in the 1940 Act, except for those who are "interested persons" of a Munder Fund solely by reason of being a member of its Board of Trustees or advisory board or an owner of its securities, or a member in the Immediate Family of such a person.

"Investment Personnel" is any employee of the Munder Funds or the Advisers
(or of any company in a control relationship to the Munder Funds or an 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 the Munder Funds; or any natural person who controls the Munder Funds or an Adviser and who obtains information concerning recommendations made to the Munder Funds regarding the purchase or sale of securities by the Munder Funds.

27

"Limit Order" is an order to a broker to buy a specified quantity of a security at or below a specified price, or to sell a specified quantity at or above a specified price (called the limit price). A Limit Order ensures that a person will never pay more for the stock than whatever price is set as his/her limit.

"Non-Interested Trustee" is any person who is an Access Person by virtue of being a trustee or director of a Munder Fund, but who is not an "interested person" (as defined in the 1940 Act) of a Munder Fund unless such Non-Interested Trustee, at the time of a securities transaction, knew, or in the ordinary course of fulfilling his or her official duties as a trustee of a Munder Fund should have known, that during the 15-day period immediately preceding the date of the transaction by such person, the security such person purchased or sold is or was purchased or sold by a Munder Fund or was being considered for purchase or sale by a Munder Fund or its investment adviser. For purposes of this Code, a "Non-Interested Trustee" shall include each trustee of a Munder Fund who is not also a director, trustee, officer, partner or employee or controlling person of a Munder Fund's investment adviser, sub-adviser, administrator, custodian, transfer agent, or distributor.

"Reportable Fund" means any investment company registered under the 1940 Act for which an Adviser serves as an investment adviser or sub-adviser and any investment company registered under the 1940 Act whose investment adviser or principal underwriter controls an Adviser, is controlled by an Adviser, or is under common control with an Adviser. (See Attachment G).

"Reportable Security" means any Security (as defined below) except (i) direct obligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and High Quality Short-Term Debt Instruments (including repurchase agreements); (iii) shares issued by money market funds; (iv) shares issued by other open-end investment companies registered under the 1940 Act, unless it is a Reportable Fund; and (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies, none of which are Reportable Funds. All Exchange Traded Funds are Reportable Securities. Shares of closed-end investment companies (such as Munder @Vantage Fund) are Reportable Securities regardless of affiliation. Shares issued by unit investment trusts might include separate account options under variable insurance contracts.

"Security" means any note, stock, treasury stock, security future, 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, voting-trust certificate, common trust fund, collective fund, 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, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. 529 Plans are securities.

28

Attachment B-1

Certification of Employee Transactions

   Trans. Type       Ticker           Security Name                             Trade Date       Quantity     Price
--------------------------------------------------------------------------------------------------------------------

TEST, TEST  (TEST)

Account Number   :   (A)DRIP          Broker   :   DIVIDEND REINVESTMENT PLANS

     No transactions during this period.

Account Number   :   (A)EXEMPT/1256755          Broker   :   VANGUARD FUNDS

     No transactions during this period.

Account Number   :   (A)EXEMPT/CO.401(K)          Broker   :   FIDELITY INVESTMENTS

     No transactions during this period.

Account Number   :   0001234560          Broker   :   PFPC

     No transactions during this period.

Account Number   :   (M/Q)0123456789          Broker   :   E*TRADE

     BY                    MRK              MERCK & CO                          12/5/2005        500.00       30.10
     SL                    BUD              ANHEUSER-BUSCH COS INC              12/19/2005       50.00        44.55

Account Number   :   TEST - 401K          Broker   :   MUNDER 401K

     SL                    MFHYX            MUNDER HEALTHCARE - CL              10/26/2005       73.57        24.64

Account Number   :   TEST - CMA - ESPP          Broker   :   COMERICA/ESPP

     No transactions during this period.


I confirm that I have complied with the Code of Ethics with respect to personal securities transactions and with respect to the reporting of all broker, dealer or bank accounts in which any securities are held for my direct or indirect benefit. I confirm that all reportable transactions and accounts are listed above. If not listed above, I have attached trade confirm(s) or statement(s) for additional transactions or accounts.

____________________________________             _______________________________
Signature                                        Date

                                       29

                                                                  Attachment B-2

Brokerage Account Certification Statement

Account Number             Account Name                           Broker Name                        Initiated Date
--------------------------------------------------------------------------------------------------------------------------

  TEST, TEST  (TEST)

TEST - CMA                 JOHN SMITH                             COMERICA/ESPP                          01/01/2005
ESPP

TEST - 401K                JOHN SMITH                             MUNDER 401K                            01/01/2005

(M/Q)0123456789            JOHN SMITH                             E*TRADE                                01/01/2005

0001234560                 JOHN SMITH ROLLOVER IRA                PFPC                                   01/01/2005

(A)DRIP                    JOHN SMITH                             DIVIDEND REINVESTMENT PLANS            04/01/2003

(A)EXEMPT/CO.4             JANE SMITH                             FIDELITY INVESTMENTS                   01/05/2001

(A)EXEMPT/1256             JOHN SMITH/JANE SMITH JTWROS           VANGUARD FUNDS                         02/06/2004
755


I confirm that I have complied with the Code of Ethics with respect to the reporting of all broker, dealer or bank accounts in which any securities are held for my direct or indirect benefit and that all such accounts are listed above or attached.


Signature Date

30

                                          Attachment B-3
Holdings Certification Statement
     As of Date: 12/31/____

     Ticker       Security Type Code        CUSIP             Security Name                                Quantity
--------------------------------------------------------------------------------------------------------------------------

TEST, TEST (TEST)

Brokerage Account: JANE SMITH   ((A)EXEMPT/CO.401(K))

     No holdings.

Brokerage Account: JOHN SMITH   ((A)DRIP)

     KO           COMM                      19121610          COCA-COLA CO                                    23.56

Brokerage Account: JOHN SMITH   ((M/Q)0123456789)

     997577AJ0    CRPB                      997577AJ0         AVON PRODUCTS INC                           20,000.00

     ABCL         COMM                      01852J10          ALLIANCE BANCORP INC                           100.00

     MRK          COMM                      58933110          MERCK & CO                                     500.00

Brokerage Account: JOHN SMITH   (TEST - 401K)

     MCVYX        MFND                      626124580         MUNDER SMALL-CAP VALUE - CL Y                  132.72

     MFHYX        MFND                      626120828         MUNDER HEALTHCARE - CL Y                         0.00

     MTFYX        MFND                      626124226         MUNDER TECHNOLOGY  FUND- CL                    336.25

     MURYX        MFND                      626124861         MUNDER REAL ESTATE EQUITY - CLY                246.32

     MUXYX        MFND                      626129787         MUNDER INDEX 500 - CL Y                         49.22

Brokerage Account: JOHN SMITH   (TEST - CMA - ESPP)

     CMA          COMM                      20034010          COMERICA INC                                    34.36

Brokerage Account: JOHN SMITH ROLLOVER IRA   (0001234560)

     MFEYX        MFND                      626120836         MUNDER EMERGING MARKETS - CL                    43.96

     MNNYX        MFND                      626124291         MUNDER INTERNET FUND - CL Y                     17.23

Brokerage Account: JOHN SMITH/JANE SMITH JTWROS   ((A)EXEMPT/1256755)

     No holdings.


31

I confirm that I have complied with the Code of Ethics with respect to the reporting of securities holdings and that all Reportable Securities and Reportable Funds are listed above or attached.


Employee Signature Date

32

                                           Attachment C
       INITIAL REPORT OF
PERSONAL HOLDINGS OF SECURITIES

Name: ______________________________________

Position/Department: __________________________

I. To comply with SEC regulations and the Code of Ethics, all persons are required to provide a holdings report containing the following information (the information must be current as of a date no more than 45 days before the report is submitted):

a. The title, type, exchange ticker symbol or CUSIP number, number of shares and principal amount of each reportable security in which you have any direct or indirect beneficial ownership; and

b. The name of any broker, dealer, or bank with whom you maintain an account in which any securities are held for your direct or indirect benefit.

Please complete the form below listing all broker, dealer and bank accounts in which you (or a member of your Immediate Family) hold any securities*. You must attach a list of the reportable securities held in each account as well as the information listed in item (a) above. A copy of the most recent statement for each account may be attached for this purpose if it is accurate and provides all the required information.

Please include all accounts, even if they only hold non-Munder mutual funds.

------------------------ ----------------------- ------------------------
Account Owner            Account Number          Firm
------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

------------------------ ----------------------- ------------------------

33

II. If you have a Beneficial Ownership interest in securities that are not listed in an attached account statement, or hold the physical certificates, list them below:

Name of Security Quantity Value Custodian

1. __________________________________________________________________________

2. __________________________________________________________________________

3. __________________________________________________________________________

(Attach separate sheet if necessary)

I certify that I have received a copy of the Code of Ethics, that I have read and understand the Code of Ethics and that this form, and the attached statements (if any) constitute all of the broker, dealer or bank accounts and reportable securities in which I have a Beneficial Ownership interest, including those for which I hold physical certificates, as well as those held in accounts of my Immediate Family.

Signed: _______________________________ Date: ________________________

*Please note that bank checking and savings accounts are not reportable, however, an account that holds a certificate of deposit is reportable.

34

Attachment D

ANNUAL CERTIFICATION AND QUESTIONNAIRE
For Access Persons

Employee: ________________________________________________

I. Introduction

Access Persons are required to answer the following questions for the year ended___________. Upon completion, please sign and return the questionnaire by ___________, to _____________ in the Legal Department. If you have any questions regarding this Questionnaire or the requirements under the Code of Ethics, please contact ________ at extension ______. All capitalized terms are defined in the Code.

II. Annual Certification of Compliance with the Code of Ethics

A. Have you and the members of your Immediate Family obtained pre-clearance for all securities transactions that require pre-clearance under the Code? (Note: Circle "N/A" if there were no securities transactions.)

Yes No N/A (If no, explain on Attachment)

B. Have you reported all securities transactions that are required to be reported under the Code? (Note: This requirement includes arranging for the Legal Department to receive, directly from your broker, duplicate transaction confirmations and duplicate periodic statements for each brokerage account in which you have, or a member of your Immediate Family has, a Beneficial Ownership interest, as well as reporting securities held in certificate form.)

Yes No N/A (If no, explain on Attachment)

C. Have you reported all broker, dealer and bank accounts in which you and/or the members of your Immediate Family hold any securities? Circle "N/A" if there were no such accounts.

Yes No N/A (If no, explain on Attachment)

35

D. Have you notified the Legal Department if you have been arrested, arraigned, indicted, or have plead no contest to any criminal offense, or been named as a defendant in any investment-related civil proceedings, or administrative or disciplinary action? (Circle "N/A" if you have not been arrested, arraigned, etc.)

Yes No N/A (If no, explain on Attachment)

E. Have you complied with the Code of Ethics in all other respects, including the gift policy?

Yes No N/A (If no, explain on Attachment)

(List in the Attachment all reportable gifts given or received for the year covered by this certificate, noting the month, "counterparty," gift description, and estimated value.)

III. Insider Trading Policy

Have you complied in all respects with the Insider Trading Policy?

Yes No N/A (If no, explain on Attachment)

IV. Disclosure of Directorships

A. Are you, or is any member of your Immediate Family, a director of any publicly-traded company or privately-held company (other than a non-profit, charitable organization).

Yes No

(If yes, list on Attachment each company for which you are, or a member of your Immediate Family is, a director.)

B. If the response to the previous question is "Yes," do you have knowledge that any of the companies for which you are, or a member of your Immediate Family is, a director will go public or be acquired within the next 12 months?

Yes No

36

V. Disclosure of Broker-Dealer Relationships

A. Are you, or any relative, employed or affiliated with a broker-dealer?

Yes No

(If yes, please respond to question V.B.)

B. Provide the following information for any relatives who are employed or affiliated with a broker-dealer.


Relation to Name of Relative Access Person Name of Firm Title

----------------- -------------- ----------------- -------------------

----------------- -------------- ----------------- -------------------
----------------- -------------- ----------------- -------------------

----------------- -------------- ----------------- -------------------
----------------- -------------- ----------------- -------------------

----------------- -------------- ----------------- -------------------

Please note that the language used in this Questionnaire in no way modifies or limits the requirements contained in the Code of Ethics.

I hereby represent that I have received a copy of the Code of Ethics and that I have read and understand the Code of Ethics. I acknowledge that I am subject to the Code of Ethics. I hereby certify that I have complied with all the requirements of the Code of Ethics and that I have disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of the Code of Ethics. I understand that any untrue or incomplete response may be subject to disciplinary action.

Date: _____________________________ ___________________________ Access Person Signature

37

ATTACHMENT TO
ANNUAL CODE OF ETHICS QUESTIONNAIRE

Please explain all "No" responses to questions in Sections II and III







Please list each company for which you are, or a member of your Immediate Family is, a director







Please list all Gifts you received or gave during the year covered by this questionnaire

------------ ----------------------- ----------------------------- -------------
                                                                     Estimated
   Month         Giver/Receiver            Gift Description            Value
------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

------------ ----------------------- ----------------------------- -------------

                  (Continue on additional sheet if necessary.)

38

Attachment E

CONTACT PERSONS

DESIGNATED SUPERVISORY PERSON

Stephen J. Shenkenberg

DESIGNEES OF DESIGNATED SUPERVISORY PERSON

Mary Ann Shumaker
Linda Meints
Shannon Arndt
Carolyn Lopiccola

LEGAL DEPARTMENT

Stephen J. Shenkenberg
Mary Ann Shumaker
Melanie West
Amy Eisenbeis
Kimberlee Levy
Julie Habrowski
Don Jobe
Linda Meints
Shannon Arndt
Carolyn Lopiccola
Geraldine Bujalski
Irene Bernhard

COMPLIANCE COMMITTEE

Stephen J. Shenkenberg
Peter Hoglund
John Adams (effective 3/20/2006)

39

Attachment F

LIST OF BROAD-BASED INDICES

Listed below are the broad-based indices as designated by the Compliance Department.

---------------------------------- ------------------ ---------------
DESCRIPTION OF OPTION              SYMBOL             EXCHANGE
---------------------------------- ------------------ ---------------
NASDAQ-100                         NDX                CBOE
---------------------------------- ------------------ ---------------
S & P 100 *                        OEX                CBOE
---------------------------------- ------------------ ---------------
S & P MidCap 400 Index *           MID                CBOE
---------------------------------- ------------------ ---------------
S & P 500 *                        SPX                CBOE
---------------------------------- ------------------ ---------------
* Includes LEAPs
---------------------------------- ------------------ ---------------

40

Attachment G

REPORTABLE FUNDS(1)
(As defined in Attachment A)

----------------------------------------------- ------- ------------- ----------
                                                                       INTERNAL
     FUND NAME                                   TICKER     CUSIP       ACCT #
----------------------------------------------- ------- ------------- ----------
     The Munder Funds                                                  various
----------------------------------------------- ------- ------------- ----------
     Calvert Social Index Series,                CISIX    131582751      371
     a series of Calvert Social Index Series,    CSXAX    131582785
     Inc.                                        CSXBX    131582777
                                                 CSXCX    131582769
----------------------------------------------- ------- ------------- ----------
     Summit EAFE International Index Portfolio,           866167695      540
     a series of Summit Mutual Funds, Inc.
     - Summit Pinnacle Series
----------------------------------------------- ------- ------------- ----------
     E*TRADE S&P 500 Index Fund,                 ETSPX    269244109      606
     a series of E*TRADE Funds
----------------------------------------------- ------- ------------- ----------
     E*TRADE Russell 2000 Index Fund,            ETRUX    269244869      607
     a series of E*TRADE Funds
----------------------------------------------- ------- ------------- ----------
     E*TRADE Technology Index Fund,              ETTIX    269244406      608
     a series of E*TRADE Funds
----------------------------------------------- ------- ------------- ----------
     E*TRADE International Index Fund,           ETINX    269244505      609
     a series of E*TRADE Funds
----------------------------------------------- ------- ------------- ----------
     Munder Net50 Fund,                                                  4002
     a series of AEGON/Transamerica
     Series Trust
----------------------------------------------- ------- ------------- ----------
     Small Cap Opportunities Trust, a series                             4003
     of John Hancock Trust
----------------------------------------------- ------- ------------- ----------
     HSBC Investor Mid-Cap Fund, a series        HMCTX    760442467      4004
     of the HSBC Investor Funds
----------------------------------------------- ------- ------------- ----------
     American Express US Mid & Small                                     4007
     Cap Equities Portfolio, a series of
     American Express Funds, Inc.
----------------------------------------------- ------- ------------- ----------
     SunAmerica Focused Mid-Cap Growth,                                  4008
     a series of SunAmerica Focused
     Series, Inc.
----------------------------------------------- ------- ------------- ----------
     Small Cap Opportunities Fund, a series                              4009
     of John Hancock Funds II
----------------------------------------------- ------- ------------- ----------
     Old Mutual Growth II Portfolio, a           OAHGX    68002Q875      4010
     series of Old Mutual Advisor Funds II       OCHGX    68002Q685
                                                 OBGWX    68002Q594
                                                 OBHGX    68002Q453
----------------------------------------------- ------- ------------- ----------

41

----------------------------------------------- ------- ------------- ----------
     Old Mutual Growth II Portfolio, a           OIIGX    68003R104      4011
     series of Old Mutual Insurance Series
     Fund
----------------------------------------------- ------- ------------- ----------
     Comerica Offshore Intermediate Bond                                 9077
     Fund Limited (Cayman Islands)
----------------------------------------------- ------- ------------- ----------

(1)As of January 23, 2006

42

PIMCO CODE OF ETHICS

Effective February 15, 2006

INTRODUCTION

General Principles

This Code of Ethics ("Code") is based on the principle that you, as a director, officer or other Advisory Employee of Pacific Investment Management Company LLC ("PIMCO"), owe a fiduciary duty to, among others, the shareholders of Funds and other clients (together with the Funds, the "Advisory Clients") for which PIMCO serves as an advisor or sub-advisor. Accordingly, you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Advisory Clients.

At all times, you must observe the following general rules:

1. You must place the interests of our Advisory Clients first. In other words, as a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of our Advisory Clients. You must adhere to this general fiduciary principle as well as comply with the Code's specific provisions. Technical compliance with the Code's procedures will not automatically insulate from scrutiny any trades that indicate an abuse of your fiduciary duties or that create an appearance of such abuse. PIMCO expects that, in your personal trading activities, as in your other activities, you will behave in an ethical manner that is consistent with PIMCO's dedication to fundamental principals of openness, integrity, honesty and trust.

Your fiduciary obligation applies not only to your personal trading activities but also to actions taken on behalf of Advisory Clients. In particular, you may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than the benefit of the Advisory Client. For example, you would violate this Code if you caused an Advisory Client to purchase a Security or Futures Contract you owned for the purpose of increasing the value of that Security or Futures Contract. If you are a portfolio manager or an employee who provides information or advice to a portfolio manager or helps execute a portfolio manager's decisions, you would also violate this Code if you made a personal investment in a Security or Futures Contract that might be an appropriate investment for an Advisory Client without first considering the Security or Futures Contract as an investment for the Advisory Client.

Similarly, PIMCO expects you to respect and to protect the confidentiality of material non-public information about our Advisory Clients. PIMCO has adopted Policies and Procedures Applicable to the Disclosure of Information Regarding the Portfolio Holdings of the Funds that PIMCO Advises. You are required to comply with those policies and procedures, which are incorporated into this Code and attached hereto as Appendix II. Violations of those policies and procedures may be sanctioned under the provisions of this Code.


2. You must conduct all of your personal Investment Transactions in full compliance with this Code, the Allianz Global Investors of America L.P. ("AGI") Insider Trading Policy and Procedures (the "AGI Insider Trading Policy") and applicable federal securities laws, and in such a manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility. PIMCO encourages you and your family to develop personal investment programs. However, those investment programs must remain within boundaries reasonably necessary to ensure that appropriate safeguards exist to protect the interests of our Advisory Clients and to avoid even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading PERSONAL INVESTMENT TRANSACTIONS and you must comply with the policies and procedures set forth in the AGI Insider Trading Policy, which is attached to this Code as Appendix III. Doubtful situations should be resolved in favor of our Advisory Clients and against your personal trading.

3. You must not take inappropriate advantage of your position. The receipt of investment opportunities, perquisites, gifts or gratuities from persons seeking business with PIMCO directly or on behalf of an Advisory Client could call into question the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading GIFTS AND SERVICE AS A DIRECTOR. Doubtful situations should be resolved against your personal interest.

The General Scope Of The Code's Applications To Personal Investment Activities

The Code reflects the fact that PIMCO specializes in the management of fixed income portfolios. The vast majority of assets PIMCO purchases and sells on behalf of its Advisory Clients consist of corporate debt Securities, U.S. and foreign government obligations, mortgage-backed and asset-backed Securities, money market instruments, foreign currencies, and futures contracts and options with respect to those instruments. For its StocksPLUS portfolios, PIMCO also purchases futures and options on the S & P 500 index and, on rare occasions, may purchase or sell baskets of the stocks represented in the S & P 500 index. For its Convertible portfolios and other Advisory Clients, PIMCO purchases convertible securities that may be converted or exchanged into underlying shares of common stock. Other PIMCO Funds may also invest in convertible securities. The Convertible portfolios and other Advisory Clients may also invest a portion of their assets in common stocks.

Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act require reporting of all personal transactions in Securities (other than certain Exempt Securities) by certain persons, whether or not they are Securities that might be purchased or sold by PIMCO on behalf of its Advisory Clients. The Code implements those reporting requirements as well

2

as additional reporting requirements that PIMCO has adopted in light of regulatory developments regarding trading in mutual fund shares.

However, since the purpose of the Code is to avoid conflicts of interest arising from personal trading activities in Securities and other instruments that are held or might be acquired on behalf of our Advisory Clients, this Code only places restrictions on personal trading activities in such investments. As a result, this Code does not place restrictions (beyond reporting) on personal trading in most individual equity Securities. Although equities are Securities, they are not purchased or sold by PIMCO on behalf of the vast majority of PIMCO's Advisory Clients and PIMCO has established special procedures to avoid conflicts of interest that might otherwise arise from personal trading in such equity securities. On the other hand, this Code does require reporting and restrict trading in certain Futures Contracts that, although they are not Securities, are instruments in which PIMCO frequently trades for many of its Advisory Clients.

This Code applies to PIMCO's officers and directors as well as to all of its Advisory Employees. The Code recognizes that portfolio managers and the investment personnel who provide them with advice and who execute their decisions occupy more sensitive positions than other Advisory Employees and that it is appropriate to subject their personal investment activities to greater restrictions.

The Organization Of The Code

The remainder of this Code is divided into three sections. The first section concerns Personal Investment Transactions. The second section describes the restrictions on Gifts And Service As A Director. The third section summarizes the methods for ensuring Compliance under the Code. In addition, the following Appendices are also a part of this Code:

I. Definitions of Capitalized Terms
II. PIMCO Policies and Procedures Applicable to the Disclosure of Information Regarding the Portfolio Holdings of the Funds that PIMCO Advises
III. The AGI Insider Trading Policy
IV. Form for Acknowledgment of Receipt of this Code
V. Form for Annual Certification of Compliance with this Code
VI. Form for Initial Report of Accounts
VII. Form for Quarterly Report of Investment Transactions
VIII. Form for Annual Holdings Report
IX. Preclearance Request Form
X. Preclearance Request Form for an Investment Transaction in a PIMCO Closed End Fund
XI. Preclearance of AGI Closed End Fund Transaction Form
XII. PIMCO Compliance Officers

3

Questions

Questions regarding this Code should be addressed to a Compliance Officer listed on Appendix XII.

PERSONAL INVESTMENT TRANSACTIONS

In General

Subject to the limited exceptions described below, you are required to report all Investment Transactions in Securities and Futures Contracts made by you, a member of your Immediate Family or a trust in which you have an interest, or on behalf of any account in which you have an interest or which you direct. In addition, you must preclear certain Investment Transactions in Securities and Futures Contracts that PIMCO holds or may acquire on behalf of an Advisory Client, including certain Investment Transactions in Related Securities.

The details of these reporting and preclearance requirements are described below. This Code uses a number of acronyms and capitalized terms, e.g. AGI, AGI Closed End Fund,(1) AGID, Advisory Client, Advisory Employee, Beneficial Ownership, Closed End Fund, Code, Compliance Officer, Designated Security, Duplicate Broker Reports, ETF, Exempt Security, Fixed Income Security, Fund, Futures Contract, Immediate Family, Initial Public Offering, Insider Trading Policy, Investment Company Act, Investment Transaction, Money Market Fund, Mutual Fund, Mutual Fund Security, Personal Account, PIMCO, PIMCO Closed End Fund, Portfolio Employee, Private Placement, Qualified Foreign Government, Related Account, Related Security, Relevant Debt Security, Reportable Fund, and Security. The definitions of these acronyms and capitalized terms are set forth in Appendix I. To understand your responsibilities under the Code, it is important that you review and understand the definitions in Appendix I.

Reporting Obligations

Notification Of Reporting Obligations

As an Advisory Employee, you are required to report accounts and Investment Transactions in accordance with the requirements of this Code.

Use Of Broker-Dealers And Futures Commission Merchants

Unless you are an independent director, you must use a registered broker-dealer or registered futures commission merchant to engage in any purchase or sale of a publicly-traded Security or Publicly-Traded Futures Contract. This requirement also applies to any purchase or sale of a


(1) Note that many AGI Closed End Funds are subadvised by PIMCO. Investment Transactions in such Closed End Funds are subject to the AGI preclearance procedures described on pages 9 and 10.

4

publicly-traded Security or of a Publicly-Traded Futures Contract in which you have, or by reason of an Investment Transaction will acquire, a Beneficial Ownership interest. Thus, as a general matter, any Investment Transaction in publicly-traded Securities or Publicly-Traded Futures Contracts by members of your Immediate Family will need to be made through a registered broker-dealer or futures commission merchant. For transactions involving a Mutual Fund Security that may be sold directly by a Mutual Fund, you may transact purchases or sales of these shares with the Mutual Fund's transfer agent or other designated entity.

Initial Report

Within 10 days after commencing employment or within 10 days of any event that causes you to become subject to this Code (e.g. promotion to a position that makes you an Advisory Employee), you shall supply to a Compliance Officer copies of the most recent statements for each and every Personal Account and Related Account that holds or is likely to hold a Security or a Futures Contract in which you have a Beneficial Ownership interest, as well as copies of confirmations for any and all Investment Transactions subsequent to the effective date of those statements. These documents shall be supplied to the Compliance Officer by attaching them to the form appended hereto as Appendix VI.

On that same form you shall supply the name of any broker, dealer, transfer agent, bank or futures commission merchant and the number for any Personal Account and Related Account that holds or is likely to hold a Security or a Futures Contract in which you have a Beneficial Ownership interest for which you cannot supply the most recent account statement. You shall also certify, where indicated on the form, that the contents of the form and the documents attached thereto disclose all such Personal Accounts and Related Accounts.

In addition, you shall also supply, where indicated on the form, the following information for each Security or Futures Contract in which you have a Beneficial Ownership interest, to the extent that this information is not available from the statements attached to the form:

1. A description of the Security or Futures Contract, including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSIP number;

2. The quantity (e.g., in terms of numbers of shares, units or contracts) and principal amount (in dollars) of the Security or Futures Contract; and

3. The name of any broker, dealer, transfer agent, bank or futures commission merchant with which you maintain an account in which the Security or Futures Contract is held.

The information contained in your Initial Report (Appendix VI) and in the statements and other documents attached to that form must be current as of a date not more than 45 days prior to the date upon which you become an Advisory Employee. You must sign and date your Initial Report.

5

New Accounts

Immediately upon the opening of a new Personal Account or a Related Account that holds or is likely to hold a Security or a Futures Contract, you shall supply a Compliance Officer with the name of the broker, dealer, transfer agent, bank or futures commission merchant for that account, the identifying number for that Personal Account or Related Account, and the date the account was established.

Timely Reporting Of Investment Transactions

You must cause each broker, dealer, transfer agent, bank or futures commission merchant that maintains a Personal Account or a Related Account that holds a Security or a Futures Contract in which you have a Beneficial Ownership interest to provide to a Compliance Officer, on a timely basis, duplicate copies of trade confirmations of all Investment Transactions in that account and of periodic statements for that account ("Duplicate Broker Reports").

In addition, you must report to a Compliance Officer, on a timely basis, any Investment Transaction in a Security or a Futures Contract in which you have or acquired a Beneficial Ownership interest that was established without the use of a broker, dealer, transfer agent, bank or futures commission merchant.

Quarterly Certifications And Reporting

At the end of the first, second and third calendar quarters, a Compliance Officer will provide you with a list of all accounts that you have previously identified to PIMCO as a Personal Account or a Related Account that holds or is likely to hold a Security or a Futures Contract. Within 30 days after the end of that calendar quarter, you shall make any necessary additions, corrections or deletions to that list and return it to a Compliance Officer with a certification that: (a) the list, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that hold Securities or Futures Contracts in which you have or had a Beneficial Ownership interest and for which PIMCO should have received or will receive timely Duplicate Broker Reports for the calendar quarter just ended, and (b) the broker, dealer, transfer agent, bank or futures commission merchant for each account on the list has been instructed to send a Compliance Officer timely Duplicate Broker Reports for that account no later than 30 days after the end of that calendar quarter.

You shall provide, on a copy of the form attached hereto as Appendix VII, the following information for each Investment Transaction during the calendar quarter just ended, to the extent that the Duplicate Broker Reports for that calendar quarter did not supply or will not supply this information to PIMCO within 30 days after the close of the calendar quarter:

1. The date of the Investment Transaction;

2. A description of the Security or Futures Contract, including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSIP number;

6

3. The quantity (e.g., in terms of numbers of shares, units or contracts) and principal amount (in dollars) of each Security or Futures Contract involved;

4. The nature of the Investment Transaction (i.e., purchase, sale or any other type of acquisition or disposition);

5. The price of the Security or Futures Contract at which the transaction was effected; and

6. The name of the broker, dealer, transfer agent, bank, or futures commission merchant with or through which the Investment Transaction was effected.

You shall provide similar information for the fourth calendar quarter on a copy of the form attached hereto as Appendix VIII, which form shall also be used for the Annual Holdings Report described below. You must sign and date each of your Quarterly Reports.

Annual Holdings Reports

At the end of each calendar year, a Compliance Officer will promptly provide to you a list of all accounts that you have previously identified to PIMCO as a Personal Account or a Related Account that held or was likely to hold a Security or a Futures Contract during that calendar year. Within 30 days after the end of that calendar year, you shall make any necessary additions, corrections or deletions to that list and return it to a Compliance Officer with a certification that: (a) the list, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that held Securities or Futures Contracts in which you had a Beneficial Ownership interest as of the end of that calendar year and for which PIMCO should have received or will receive an account statement of holdings as of the end of that calendar year, and (b) the broker, dealer, transfer agent, bank or futures commission merchant for each account on the list has been instructed to send a Compliance Officer such an account statement.

You shall provide, on a copy of the form attached hereto as Appendix VIII, the following information for each Security or Futures Contract in which you had a Beneficial Ownership interest, as of the end of the previous calendar year, to the extent that the previously referenced account statements have not supplied or will not supply this information to PIMCO:

1. A description of the Security or Futures Contract, including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSIP number;

2. The quantity (e.g., in terms of numbers of shares, units or contracts) and principal amount (in dollars) of each Security or Futures Contract in which you had any Beneficial Ownership interest; and

3. The name of any broker, dealer, transfer agent, bank or futures commission merchant with which you maintain an account in which any such Security or Futures Contract has been held or is held for your benefit.

7

The information contained in your Annual Holdings Report (Appendix VIII) and in the statements and other documents attached to or referenced in that form must be current as of a date not more than 45 days prior to the date that report is submitted to PIMCO. You must sign and date your Annual Holdings Report.

In addition, you shall also provide on your Annual Holdings Report (Appendix VIII) your Investment Transaction information for the fourth quarter of the calendar year just ended. This information shall be of the type and in the form required for the quarterly reports described above.

All of the Reporting Obligations described above shall apply to Mutual Fund Securities (other than Money Market Funds) and Exchange-Traded Funds ("ETFs") in which you have a Beneficial Ownership interest.

Related Accounts

The reporting and certification obligations described above also apply to any Related Account (as defined in Appendix I) and to any Investment Transaction in a Related Account.

It is important for you to recognize that the definitions of "Related Account" and "Beneficial Ownership" in Appendix I may require you to provide, or to arrange for the broker, dealer, transfer agent, bank or futures commission merchant to furnish, copies of reports for any account used by or for a member of your Immediate Family or a trust in which you or a member of your Immediate Family has any vested interest, as well as for any other accounts in which you may have the opportunity, directly or indirectly, to profit or share in the profit derived from any Investment Transaction in that account.

Exemptions From Reporting

You need not report Investment Transactions in any account over which neither you nor an Immediate Family Member has or had any direct or indirect influence or control.

You also need not report Investment Transactions in Exempt Securities (as defined in Appendix I) nor need you furnish, or require a broker, dealer, transfer agent, bank or futures commission merchant to furnish, copies of confirmations or periodic statements for accounts that hold only Exempt Securities. This exemption from reporting shall end immediately, however, at such time as there is an Investment Transaction in that account in a Futures Contract or in a Security that is not an Exempt Security.

Prohibited Investment Transactions

Initial Public Offerings of Equity Securities

No Advisory Employee may acquire Beneficial Ownership of any equity Security in an Initial Public Offering.

8

Private Placements and Initial Public Offering of Debt Securities

You may not acquire a Beneficial Ownership interest in any Security through a Private Placement (or subsequently sell it), or acquire a Beneficial Ownership interest in any Fixed Income Security in an Initial Public Offering unless you have received the prior written approval of a Compliance Officer listed on Appendix XII. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more Advisory Clients, and that the investment opportunity has not been offered to you by virtue of your position with PIMCO.

If, after receiving the necessary approval, you have acquired a Beneficial Ownership interest in a Fixed Income Security through an Initial Public Offering or in a Security through a Private Placement, you must disclose that investment when you play a part in any consideration of any investment by an Advisory Client in the issuer of that Security, and any decision to make such an investment must be independently reviewed by a portfolio manager who does not have a Beneficial Ownership interest in any Security of that issuer.

Allianz AG

You may not engage in any Investment Transaction in Securities of Allianz AG, except during the trading windows applicable to such transactions, as set forth below under "Blackout Periods."

Preclearance

All Investment Transactions in Securities and Futures Contracts in a Personal Account or Related Account, or in which you otherwise have or will acquire a Beneficial Ownership interest, must be precleared by a Compliance Officer unless an Investment Transaction, Security or Futures Contract falls into one of the following categories that are identified as "exempt from preclearance."

Preclearance Procedure

Preclearance shall be requested by completing and submitting a copy of the applicable preclearance request form attached hereto as Appendix IX (or, in the case of an Investment Transaction in a PIMCO Closed End Fund, Appendix X, or, in the case of an Investment Transaction in an AGI Closed End Fund, Appendix XI) to a Compliance Officer. No Investment Transaction subject to preclearance may be effected prior to receipt of written authorization of the transaction by a Compliance Officer. The authorization and the date of authorization will be reflected on the preclearance request form. Unless otherwise specified, that authorization shall be effective, unless revoked, until the earlier of: (a) the close of business on the day the authorization is given, or (b) until you discover that the information on the preclearance request form is no longer accurate. In the case of a request for preclearance of a limit order, a new request for preclearance must be submitted if your order is not filled by the close of business on the day the authorization is given.

9

The Compliance Officer from whom authorization is sought may undertake such investigation as he or she considers necessary to determine that the Investment Transaction for which preclearance has been sought complies with the terms of this Code and is consistent with the general principles described at the beginning of the Code.

Before deciding whether to authorize an Investment Transaction in a particular Security or Futures Contract, the Compliance Officer shall determine and consider, based upon the information reported or known to that Compliance Officer, whether within the most recent 15 days the Security, the Futures Contract or any Related Security: (a) is or has been held by an Advisory Client, or (b) is being or has been considered for purchase by an Advisory Client. The Compliance Officer shall also determine whether there is a pending buy or sell order in the same Security or Futures Contract, or in a Related Security, on behalf of an Advisory Client. If such an order exists, authorization of the personal Investment Transaction shall not be given until the Advisory Client's order is executed or withdrawn. This prohibition may be waived by a Compliance Officer if he or she is convinced that: (a) your personal Investment Transaction is necessary, (b) your personal Investment Transaction will not adversely affect the pending order of the Advisory Client, and (c) provision can be made for the Advisory Client trade to take precedence (in terms of price) over your personal Investment Transaction.

For an Investment Transaction in an AGI Closed End Fund, you must complete and submit the preclearance request form attached hereto as Appendix XI and comply with the AGI Policy for Transactions in Closed End Funds that may be found on the Legal and Compliance page of the PIMCO intranet site. In determining whether to preclear such an Investment Transaction, the Compliance Officer shall coordinate with the AGI Fund Administration Group. A list of AGI Closed End Funds (many of which are subadvised by PIMCO) may be found in Appendix I (as part of the definition of "AGI Closed End Fund") or on the Legal and Compliance page of the PIMCO intranet site.

Exemptions From Preclearance

Preclearance shall not be required for the following Investment Transactions, Securities and Futures Contracts. They are exempt only from the Code's preclearance requirement, and, unless otherwise indicated, remain subject to the Code's other requirements, including its reporting requirements.

Investment Transactions Exempt From Preclearance

Preclearance shall not be required for any of the following Investment Transactions:

1. Any transaction in a Security or Futures Contract in an account that is managed or held by a broker, dealer, bank, futures commission merchant, investment advisor, commodity trading advisor or trustee and over which you do not exercise investment discretion, have notice of transactions prior to execution, or otherwise have any direct or indirect influence or control. There is a presumption that you can influence or control accounts held by members of your Immediate Family sharing the same household. This presumption may be rebutted only by convincing evidence.

10

2. Purchases of Securities under dividend reinvestment plans.

3. Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities in which you have a Beneficial Ownership interest.

4. Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities in which you have a Beneficial Ownership interest.

Securities Exempt From Preclearance Regardless Of Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Securities or Related Securities, regardless of the size of that transaction:

1. All Exempt Securities as defined in Appendix I, i.e., U.S. Government Securities, shares in Money Market Funds, and high quality short-term debt instruments.

2. All Mutual Fund Securities as defined in Appendix I.

3. All Closed End Funds and rights distributed to shareholders in Closed End Funds other than any AGI Closed End Fund, PIMCO Closed End Fund or Closed End Fund that is a Designated Security.

4. All options on any index of equity Securities.

5. All Fixed Income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States.

6. All options on foreign currencies or baskets of foreign currencies (whether or not traded on an exchange or board of trade).

7. Except for Designated Securities (as defined in Appendix I and discussed below), all equity Securities and ETFs or options, warrants or other rights to equity Securities or ETFs.

11

Securities Exempt from Preclearance Depending On Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Securities or Related Securities if they do not exceed the specified transaction size thresholds (which thresholds may be increased or decreased by PIMCO upon written notification to employees in the future depending on the depth and liquidity of the markets for these Fixed Income Securities):

1. Purchases or sales of up to $1,000,000 (in market value or face amount, whichever is lesser) per calendar month per issuer of Fixed Income Securities issued by a Qualified Foreign Government.

2. Purchases or sales of the following dollar values (measured in market value or face amount, whichever is lesser) of corporate debt Securities, mortgage-backed and other asset-backed Securities, taxable or tax-exempt state, local and municipal Fixed Income Securities, structured notes and loan participations, foreign government debt Securities issued by non-qualified foreign governments, or debt Securities issued by an international agency or a supranational agency (hereinafter collectively referred to as "Relevant Debt Securities"):

a. Purchases or sales of up to $100,000 per calendar month per issuer if the original issue size of any Relevant Debt Security being purchased or sold was less than $50 million;

b. Purchases or sales of up to $500,000 per calendar month per issuer if the original issue size of any Relevant Debt Security being purchased or sold was at least $50 million but less than $100 million; or

c. Purchases or sales of up to $1,000,000 per calendar month per issuer if the original issue size of any Relevant Debt Security being purchased or sold was at least $100 million.

Preclearance of Designated Securities

If a Compliance Officer receives notification, from a Portfolio Employee or otherwise, that an equity Security or a Closed End Fund or an option, warrant or other right to such an equity Security or Closed End Fund is held by an Advisory Client or is being considered for purchase or sale by PIMCO on behalf of one or more of its Advisory Clients, the Compliance Officer will send you an e-mail message or similar transmission notifying you that this equity Security, Closed End Fund or option, warrant or other right to that equity Security or Closed End Fund is now a "Designated Security." A current list of Designated Securities (if any) will also be available on the Legal and Compliance page of the PIMCO intranet site. You must preclear any Investment Transaction in a Designated Security or a Related Security during the period when that designation is in effect.

12

Futures Contracts Exempt From Preclearance Regardless Of Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Futures Contracts, regardless of the size of that transaction (as indicated in Appendix I, for these purposes a "Futures Contract" includes a futures option):

1. Currency Futures Contracts.

2. U.S. Treasury Futures Contracts.

3. Eurodollar Futures Contracts.

4. Futures Contracts on any index of equity Securities.

5. Futures Contracts on physical commodities or indices thereof (e.g., contracts for future delivery of grain, livestock, fiber or metals, whether for physical delivery or cash).

6. Privately-Traded Contracts.

Futures Contracts Exempt From Preclearance Depending On Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Futures Contracts if the total number of contracts purchased or sold during a calendar month does not exceed the specified limitations:

1. Purchases or sales of up to 50 Publicly-Traded Futures Contracts to acquire Fixed Income Securities issued by a particular Qualified Foreign Government.

2. Purchases or sales of up to 10 of each other individual Publicly-Traded Futures Contract if the open market interest for such Futures Contract as reported in The Wall Street Journal on the date of your Investment Transaction (for the previous trading day) is at least 1,000 contracts. Examples of Futures Contracts for which this exemption would be available include a Futures Contract on a foreign government debt Security issued by a non-qualified foreign government as well as a 30-day Federal Funds Futures Contract.

For purposes of these limitations, a Futures Contract is defined by its expiration month. For example, you need not obtain preclearance to purchase 50 December Futures Contracts on German Government Bonds and 50 March Futures Contracts on German Government Bonds. Similarly, you may roll over 10 September Fed Funds Futures Contracts by selling those 10 contracts and purchasing 10 October Fed Funds Futures Contracts since the contracts being sold and those being purchased have different expiration months. On the other hand, you could not purchase 10 January Fed Funds Future Contracts if the open interest for those contracts was less than 1,000 contracts, even if the total open interest for all Fed Funds Futures Contracts was greater than 1,000 contracts.

13

Additional Exemptions From Preclearance

PIMCO's Chief Compliance Officer, in consultation with PIMCO's Chief Legal Officer, may exempt other classes of Investment Transactions, Securities or Futures Contracts from the Code's preclearance requirement upon a determination that they do not involve a realistic possibility of violating the general principles described at the beginning of the Code.

Preclearance Required

Given the exemptions described above, preclearance shall be required for Investment Transactions in:

1. Designated Securities.

2. Relevant Debt Securities in excess of the per calendar month per issuer thresholds specified for purchases or sales of those Securities in paragraph 2 under "Securities Exempt from Preclearance Depending on Transaction Size."

3. More than $1,000,000 per calendar month in debt Securities of a Qualified Foreign Government.

4. Related Securities that are exchangeable for or convertible into one of the Securities requiring preclearance under (1), (2), or (3) above.

5. More than 50 Publicly-Traded Futures Contracts per calendar month to acquire Fixed Income Securities issued by a particular Qualified Foreign Government.

6. More than 10 of any other individual Publicly-Traded Futures Contract or any Publicly-Traded Futures Contract for which the open market interest as reported in The Wall Street Journal on the date of your Investment Transaction (for the previous trading day) is less than 1,000 contracts, unless the Futures Contract is exempt from preclearance regardless of transaction size.

7. Any other Security or Publicly-Traded Futures Contract that is not within the "exempt" categories listed above.

8. Any PIMCO Closed End Fund.

9. Any AGI Closed End Fund.

Holding Periods for Certain Investments

An Advisory Employee may not, within 60 calendar days, purchase and sell, or sell and purchase, the same Fixed Income Security or Related Security in any account(s) in which the Advisory Employee has a Beneficial Ownership interest.

14

An Advisory Employee may not, within 6 months, purchase and sell, or sell and purchase, shares of an AGI Closed End Fund subadvised by PIMCO or shares of a PIMCO Closed End Fund in any account(s) in which the Advisory Employee has a Beneficial Ownership interest. Pursuant to the AGI Policy for Transactions in AGI Closed End Funds (a copy of which may be found on the Legal and Compliance page of the PIMCO intranet site), the minimum holding period for an AGI Closed End Fund not subadvised by PIMCO is 60 calendar days.

As described below, different minimum holding periods apply to Investment Transactions in Mutual Fund Securities (which do not include Closed End Funds).

A Portfolio Employee may not, within 60 calendar days, purchase and sell, or sell and purchase, the same Designated Security or Related Security in any account(s) in which the Portfolio Employee has a Beneficial Ownership interest.

These minimum holding periods do not apply to Investment Transactions in U.S. Government Securities, most equity Securities, shares of Money Market Funds, index options or Futures Contracts nor do they apply to a purchase or sale in connection with one of the four categories of Investment Transactions Exempt From Preclearance described above, including purchases of Securities under a dividend reinvestment plan.

Blackout Periods

You may not purchase or sell a Security, a Related Security or a Futures Contract at a time when you intend or know of another's intention to purchase or sell that Security or Futures Contract on behalf of any Advisory Client.

As noted previously in the description of the Preclearance Process, a Compliance Officer may not preclear an Investment Transaction in a Security or a Futures Contract at a time when there is a pending buy or sell order in the same Security or Futures Contract, or a Related Security, until that order is executed or withdrawn.

These prohibitions do not apply to Investment Transactions in any Futures Contracts that are exempt from preclearance regardless of transaction size.

Special Blackout Periods apply to Investment Transactions in AGI Closed End Funds (see the AGI Policy for Transactions in AGI Closed End Funds, a copy of which may be found on the Legal and Compliance page of the PIMCO intranet site).

You are not permitted to purchase or sell shares of Allianz AG during any designated blackout period. A blackout period starts six weeks prior to the release of Allianz AG annual financial statements and two weeks prior to the release of Allianz AG quarterly results. These blackout periods also apply to the exercise of cash settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz AG.

15

Transactions In Mutual Fund Securities

Reporting of Mutual Fund Security Transactions

All of the Reporting Obligations described in the Code shall apply to Mutual Fund Securities (other than Money Market Funds) in which you have a Beneficial Ownership interest. For purposes of the Code, shares of Closed End Funds and ETFs are not considered Mutual Fund Securities. Investment Transactions in Closed End Funds and ETFs are covered by other sections of the Code.

Holding Periods for Mutual Fund Security Transactions

An Advisory Employee may not, within 30 calendar days, purchase and sell, or sell and purchase, the same Mutual Fund Security in any account(s) in which the Advisory Employee has a Beneficial Ownership interest. This 30-day minimum holding period applies to purchases and sales of the same Mutual Fund Security regardless of whether those transactions occurred in a single account (e.g., a brokerage account, a 401(k) account, a deferred compensation account, etc.) or across multiple accounts in which the Advisory Employee has a Beneficial Ownership interest. With respect to a Mutual Fund that invests exclusively or primarily in Funds or other collective investment vehicles or pools (often referred to as a "fund of funds"), this minimum holding period applies only to the investment in the top-tier Mutual Fund. Thus, for purposes of determining compliance with this minimum holding period, an Advisory Employee is not required to "look through" a fund of funds in which he or she invests.

This minimum holding period shall not apply with respect to purchases or sales made pursuant to (1) automatic reinvestment of dividends, capital gains, income or interest received from a Mutual Fund, or (2) a periodic investment, redemption, or reallocation plan in a deferred compensation, 401(k), retirement or other account (e.g., purchases of Mutual Fund Securities every pay period in an employee's 401(k) account). In order to rely on this exception, the investment options in the plan may not be changed more frequently than every 30 calendar days. This minimum holding period also does not apply to a purchase or sale in connection with one of the four categories of Investment Transactions Exempt From Preclearance described above.

16

GIFTS AND SERVICE AS A DIRECTOR

Gifts

You may not accept any investment opportunity, gift, gratuity or other thing of more than nominal value from any person or entity that does business, or desires to do business, with PIMCO directly or on behalf of an Advisory Client (a "Giver"). You may, however, accept gifts from a single Giver so long as the value of each gift is modest and their aggregate value does not exceed $1,000 per quarter. This includes business meals, sporting events and other entertainment events at the expense of a Giver, so long as the expense is reasonable, infrequent and both you and the Giver are present. You are expected to comply with the PIMCO Vendor, Broker and Issuer Conduct Policy and to notify a Compliance Officer if you are the recipient of a gift, business meal, sporting event or other entertainment event whose value may exceed a guideline set forth in that Policy. If the value of a gift, meal or event exceeds such a guideline, you may be asked to pay a charity the amount of that excess.

If you are a registered representative of Allianz Global Investors Distributors LLC ("AGID"), the aggregate annual gift value from a single Giver shall not exceed $100.00. As an AGID representative, you are required to maintain a record of each gift, gratuity, investment opportunity or similar item, and make such record available to a Compliance Officer upon request.

Service As A Director

If you are an Advisory Employee, you may not serve on the board of directors or other governing board of a publicly traded entity, other than of a Fund for which PIMCO is an advisor or sub-advisor, unless you have received the prior written approval of the Chief Executive Officer and the Chief Legal Officer of PIMCO. Approval will not be given unless a determination is made that your service on the board would be consistent with the interests of our Advisory Clients. If you are permitted to serve on the board of a publicly traded entity, you will be isolated from those Advisory Employees who make investment decisions with respect to the Securities of that entity, through a "Chinese Wall" or other procedures.

17

COMPLIANCE

Delivery of The Code to All Advisory Employees

On or before the effective date of this Code, the Compliance Officers shall provide a copy of the Code to each Advisory Employee. If the Code is amended, the Compliance Officers shall provide a copy of that amendment to each Advisory Employee on or before the effective date of that amendment. On or before the commencement of each new Advisory Employee's employment, a Compliance Officer or his/her designee shall provide a copy of the Code and of any amendments to the Code to that new Advisory Employee.

Certifications

Upon Receipt Of This Code

Upon commencement of your employment or the effective date of this Code, whichever occurs later, you shall be required to acknowledge receipt of your copy of this Code by completing and returning a copy of the form attached hereto as Appendix IV. By that acknowledgment, you will also agree:

1. To read the Code, to make a reasonable effort to understand its provisions, and to ask questions about those provisions you find confusing or difficult to understand.

2. To comply with the Code, including its general principles, its reporting requirements, its preclearance requirements, and its provisions regarding gifts and service as a director.

3. To advise the members of your Immediate Family about the existence of the Code, its applicability to their personal trading activity, and your responsibility to assure that their personal trading activity complies with the Code.

4. To cooperate fully with any investigation or inquiry by or on behalf of a Compliance Officer to determine your compliance with the provisions of the Code.

In addition, your acknowledgment will recognize that any failure to comply with the Code and to honor the commitments made by your acknowledgment may result in disciplinary action, including dismissal.

Annual Certificate Of Compliance

You are required to certify on an annual basis, on a copy of the form attached hereto as Appendix V, that you have complied with each provision of your initial acknowledgment (see above). In particular, your annual certification will require that you certify that you have read and that you understand the Code, that you recognize you are subject to its provisions, that you complied with the requirements of the Code during the year just ended and that you have disclosed, reported, or caused to be reported all Investment

18

Transactions required to be disclosed or reported pursuant to the requirements of the Code.

Post-Trade Monitoring

The Compliance Officers shall review the Initial Reports, Annual Holding Reports, Quarterly Transaction Reports, Duplicate Broker Reports and other information supplied to them concerning your personal Investment Transactions so that they can detect and prevent potential violations of the Code. The Compliance Officers may also review and rely upon reports and information provided to them by third parties, including AGI. PIMCO's Compliance Officers will perform such investigations and make such inquiries as they consider necessary to perform their post-trade monitoring function. You agree to cooperate with any such investigation and to respond to any such inquiry. You should expect that, as a matter of course, the Compliance Officers will make inquiries regarding any personal Investment Transaction in a Security or Futures Contract that occurs on the same day as a transaction in the same Security or Futures Contract on behalf of an Advisory Client.

Duty to Report Violations of the Code

Each Advisory Employee is required to report any suspected violation of the Code promptly to the Chief Compliance Officer.

Waivers

PIMCO's Chief Compliance Officer, in consultation with PIMCO's Chief Legal Officer, may grant an individual waiver to an Advisory Employee from any requirement of this Code (other than any requirement specified by Rule 17j-1 under the Investment Company Act or under Rule 204A-1 under the Investment Advisers Act) if together they determine that compliance with the requirement would impose an undue burden or hardship on the Advisory Employee. The Chief Compliance Officer shall maintain a log of each waiver granted that includes, among other things, the name of the Advisory Employee, the particular requirement of the Code to which the waiver applies, the effective date of the waiver, and a summary of the reasons why the waiver was granted.

Remedial Actions

If you violate this Code, you are subject to remedial actions, which may include, but are not limited to, full or partial disgorgement of profits, imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required by law, rule or regulation. As part of any sanction, you may be required to reverse an Investment Transaction and to forfeit any profit or to absorb any loss from the transaction.

PIMCO's Chief Legal Officer and Chief Compliance Officer shall have the ultimate authority to determine whether you have violated the Code and, if so, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the Chief Legal Officer and the Chief Compliance Officer shall consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to any Advisory Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

19

Reports To Directors And Trustees

Reports Of Material Violations

The General Counsel of AGI and the directors or trustees of any affected Fund that is an Advisory Client will be informed on a timely basis of any material violation of this Code.

Reports of Material Changes To The Code

PIMCO will promptly advise the directors or trustees of any Fund that is an Advisory Client if PIMCO makes any material change to this Code.

Annual Reports

PIMCO's management will furnish a written report annually to the General Counsel of AGI and to the directors or trustees of each Fund that is an Advisory Client. Each report, at a minimum, will:

1. Describe any issues arising under the Code, or under procedures implemented by PIMCO to prevent violations of the Code, since management's last report, including, but not limited to, information about material violations of the Code, procedures and sanctions imposed in response to such material violations, and individual waivers from any requirement of the Code; and

2. Certify that PIMCO has adopted procedures reasonably necessary to prevent Advisory Employees from violating the Code.

Recordkeeping

Beginning on the effective date of this Code, PIMCO will maintain the following records, which shall be available to the Securities and Exchange Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

1. PIMCO's Chief Compliance Officer shall maintain, in any easily accessible place at PIMCO's principal office:

(a) a copy of PIMCO's current Code and of each predecessor of that Code that was in effect at any time within the previous five (5) years;

(b) a record of any violation of the Code, and of any action taken as a result of the violation, for at least five (5) years after the end of the fiscal year in which the violation occurred;

20

(c) copies of all written acknowledgements of receipt of the Code for each Advisory Employee who is currently, or within the past five years was, an Advisory Employee;

(d) a copy of each report made by an Advisory Employee pursuant to this Code, including any Duplicate Broker Report submitted on behalf of that Advisory Employee, for at least two (2) years after the end of the fiscal year in which that report was made or that information was provided;

(e) a list of the names of all persons who are currently, or within the past five (5) years were, Advisory Employees and/or otherwise required to make reports pursuant to this Code and the names of all persons who are or were responsible for reviewing the reports of those Advisory Employees;

(f) a copy of each report to the General Counsel of AGI or to the directors or trustees of a Fund that is an Advisory Client for at least two (2) years after the end of the fiscal year in which that report was made;

(g) the log required under "Waivers" for at least five (5) years after the end of the fiscal year in which the relevant waivers were granted; and

(h) a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Advisory Employee of a Beneficial Ownership interest in any Security in an Initial Public Offering or in a Private Placement for at least five (5) years after the end of the fiscal year in which such approval was granted.

2. PIMCO shall also maintain the following additional records in an easily accessible place:

(a) a copy of each report made by an Advisory Employee pursuant to this Code, including any Duplicate Broker Report submitted on behalf of that Advisory Employee, for at least five (5) years after the end of the fiscal year in which that report was made or that information was provided; and

(b) a copy of each report to the General Counsel of AGI or to the directors or trustees of a Fund that is an Advisory Client for at least five (5) years after the end of the fiscal year in which that report was made.

21

APPENDIX I

Definitions Of Capitalized Terms

The following definitions apply to the capitalized terms used in the Code:

AGI

The acronym "AGI" means Allianz Global Investors of America L.P.

AGI Closed End Fund

The term "AGI Closed End Fund" means any Closed End Fund identified below or on the Legal and Compliance page of the PIMCO intranet site. Advisory Employees are encouraged to check the PIMCO intranet site for changes to the list below.

AGI Closed End Funds Subadvised by PIMCO                                    Other AGI Closed End Funds
----------------------------------------                                    --------------------------
PIMCO California Municipal Income Fund (PCQ)                 Municipal Advantage Fund (MAF)
PIMCO California Municipal Income Fund II (PCK)              NFJ Dividend, Interest & Premium Strategy Fund (NFJ)
PIMCO California Municipal Income Fund III (PZC)             Nicholas-Applegate Convertible & Income Fund (NCV)
PIMCO Corporate Income Fund (PCN)                            Nicholas-Applegate Convertible & Income Fund II (NCZ)
PIMCO Corporate Opportunity Fund (PTY)                       Nicholas-Applegate International & Premium Strategy
                                                             Fund (NAI)
PIMCO Floating Rate Income Fund (PFL)
PIMCO Floating Rate Strategy Fund (PFN)
PIMCO Global StocksPLUS & Income Fund (PGP)
PIMCO High Income Fund (PHK)
PIMCO Municipal Income Fund (PMF)
PIMCO Municipal Income Fund II (PML)
PIMCO Municipal Income Fund III (PMX)
PIMCO New York Municipal Income Fund (PNF)
PIMCO New York Municipal Income Fund II (PNI)
PIMCO New York Municipal Income Fund III (PYN)

1-1


AGID

The acronym "AGID" means Allianz Global Investors Distributors LLC.

Advisory Client

The term "Advisory Client" shall have the meaning provided in the first paragraph of the Code.

Advisory Employee

The term "Advisory Employee" means: (1) a director, officer or general partner of PIMCO or an employee of PIMCO (or of any company in a control relationship to PIMCO): (a) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Security or Futures Contract by PIMCO on behalf of an Advisory Client; (b) who has access to non-public information regarding any Advisory Client's purchase or sale of Securities, or non-public information regarding the portfolio holdings of any Reportable Fund; (c) whose functions relate to the making of any recommendations with respect to the purchase or sale of a Security or Futures Contract by PIMCO on behalf of an Advisory Client; or (d) who is involved in making securities recommendations to Advisory Clients, or who has access to such recommendations that are non-public; or (2) any natural person in a control relationship to PIMCO who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of a Security by the Fund.

Beneficial Ownership

As a general matter, you are considered to have a "Beneficial Ownership" interest in a Security or a Futures Contract if you have the opportunity, directly or indirectly, to profit or share in any profit derived from an Investment Transaction in that Security or Futures Contract. You are presumed to have a Beneficial Ownership interest in any Security or Futures Contract held, individually or jointly, by you or a member of your Immediate Family (as defined below). In addition, unless specifically excepted by a Compliance Officer based on a showing that your interest in a Security or a Futures Contract is sufficiently attenuated to avoid the possibility of conflict, you will be considered to have a Beneficial Ownership interest in a Security or a Futures Contract held by: (1) a joint account to which you are a party, (2) a partnership in which you are a general partner, (3) a partnership in which you or your Immediate Family holds a controlling interest and with respect to which Security or Futures Contract you or your Immediate Family has investment discretion, (4) a limited liability company in which you are a manager-member,
(5) a limited liability company in which you or your Immediate Family holds a controlling interest and with respect to which Security or Futures Contract you or your Immediate Family has investment discretion, (6) a trust in which you or a member of your Immediate Family has a vested interest or serves as a trustee with investment discretion, (7) a closely-held corporation in which you or your Immediate Family holds a controlling interest and with respect to which Security or Futures Contract you or your Immediate Family has investment discretion, or
(8) any account (including retirement, pension, deferred compensation or similar account) in which you or your Immediate Family has a substantial economic interest.

1-2


For purposes of this Code, "Beneficial Ownership" shall also be interpreted in a manner consistent with SEC Rule 16a-1(a)(2) (17 C.F.R. ss.240.16a-1(a)(2)).

Closed End Fund

The term "Closed End Fund" means (1) a collective investment vehicle or pool that is a "Closed-End Company" as defined in Section 5(a)(2) of the Investment Company Act and registered as an investment company under the Investment Company Act, (2) a collective investment vehicle or pool that is organized or established outside of the United States which issues a fixed number of Securities which generally does not provide the right to purchase or redeem such Securities or (3) a collective investment vehicle or pool organized or established in the United States that is either excluded from the definition of "investment company" under the Investment Company Act, or relies on an applicable exemption from registration under the Investment Company Act and which issues a fixed number of Securities no class of which is publicly traded in the U.S., and which generally does not provide the right to purchase or redeem such Securities.

Code

The term "Code" shall have the same meaning provided in the first paragraph of the Code.

Compliance Officer

The term "Compliance Officer" means a PIMCO Compliance Officer listed on Appendix XII to the Code.

Designated Security

The term "Designated Security" shall mean any equity Security or Closed End Fund or an option, warrant or other right to such an equity Security or Closed End Fund designated as such by a Compliance Officer, after receiving notification, from a Portfolio Employee or otherwise, that said equity Security or Closed End Fund is held by an Advisory Client or is being considered for purchase or sale by PIMCO on behalf of one or more of its Advisory Clients. A current list of Designated Securities may be found on the Legal and Compliance page of the PIMCO intranet site.

Duplicate Broker Reports

The term "Duplicate Broker Reports" means duplicate copies of trade confirmations of relevant Investment Transactions and of periodic statements for a relevant Personal Account or Related Account.

1-3


ETF

The acronym "ETF" means an Exchange-Traded Fund.

Exempt Security

The term "Exempt Security" refers to:

1. Direct obligations of the Government of the United States;

2. Shares issued by open-end Funds that are Money Market Funds; and

3. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. For these purposes, a "high quality short-term debt instrument" means any instrument having 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.

Fixed Income Security

The term "Fixed Income Security" shall mean a fixed income Security issued by an agency or instrumentality of, or unconditionally guaranteed by, the Government of the United States, a corporate debt Security, a mortgage-backed or other asset-backed Security, a taxable or tax-exempt fixed income Security issued by a state or local government or a political subdivision thereof, a structured note or loan participation, a foreign government debt Security, or a debt Security of an international agency or a supranational agency. For purposes of this Code, the term "Fixed Income Security" shall not be interpreted to include a U.S. Government Security or any other Exempt Security (as defined above).

Fund

The term "Fund" means an investment company registered under the Investment Company Act.

Futures Contract

The term "Futures Contract" includes (a) a futures contract and an option on a futures contract traded on a United States or foreign board of trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange, the London International Financial Futures Exchange or the New York Mercantile Exchange (a "Publicly-Traded Futures Contract"), as well as (b) a forward contract, a swap, a cap, a collar, a floor and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities) (a "Privately-Traded Contract"). Consult with a Compliance Officer prior to entering into a transaction in case of any doubt. For purposes of this definition, a Publicly-Traded Futures Contract is defined by its expiration month, i.e., a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in June is treated as a separate Publicly-Traded Futures Contract from a Publicly-Traded Futures Contract on a U.S. Treasury Bond

1-4


that expires in July. For purposes of this Code, "Futures Contract" shall not include a "security future" as defined in Section 3(a)(55) of the Securities Exchange Act of 1934 (15 U.S.C. ss. 78c(a)(55)).

Immediate Family

The term "Immediate Family" means any of the following persons who reside in your household, depend on you for basic living support, or for whom you have investment discretion: your spouse, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships.

Initial Public Offering

The term "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933 (15 U.S.C. ss. 77a), 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 (15 U.S.C. ss. 78m or ss. 78o(d)).

Insider Trading Policy

The term "Insider Trading Policy" shall mean the AGI Insider Trading Policy and Procedures attached as Appendix III to this Code.

Investment Company Act

The term "Investment Company Act" means the Investment Company Act of 1940, as amended.

Investment Transaction

The term "Investment Transaction" means any transaction in a Security or a Futures Contract in which you have, or by reason of the transaction will acquire, a Beneficial Ownership interest, and includes, among other things, the writing of an option to purchase or sell a Security.

Money Market Fund

The term "Money Market Fund" means any taxable or tax-exempt money market Fund or any similar open-end Fund.

Mutual Fund

The term "Mutual Fund" means (1) a collective investment vehicle or pool that is an open-end management investment company as defined in Section 5(a)(1) of the Investment Company Act and registered as an investment company under the Investment Company Act (other than Money Market Funds that are "Exempt Securities," as defined above), (2) a collective investment vehicle or pool that is organized or established outside of the United States that generally provides

1-5


the right to purchase or redeem Securities issued by such fund on a daily basis, or (3) a collective investment vehicle or pool organized or established in the United States that is either excluded from the definition of "investment company" under the Investment Company Act, or relies on an applicable exemption from registration under the Investment Company, and which generally provides the right to purchase or redeem Securities issued by such fund on a daily basis.

Mutual Fund Security

The term "Mutual Fund Security" means an equity Security issued by a Mutual Fund.

Personal Account

The term "Personal Account" means the following accounts that hold or are likely to hold a Security (as defined below) or a Futures Contract (as defined above) in which you have a Beneficial Ownership interest: any account in your individual name; any joint or tenant-in-common account in which you have an interest or are a participant; any account for which you act as trustee, executor, or custodian; any account over which you have investment discretion or otherwise can exercise control (other than non-related clients' accounts over which you have investment discretion), including the accounts of entities controlled directly or indirectly by you; and any other account in which you have a Beneficial Ownership interest (other than such accounts over which you have no investment discretion and cannot otherwise exercise control).

PIMCO

The acronym "PIMCO" shall mean Pacific Investment Management Company LLC.

PIMCO Closed End Fund

The term "PIMCO Closed End Fund" means any Closed End Fund for which PIMCO acts as investment advisor, including, but not necessarily limited to, PIMCO Commercial Mortgage Securities Trust, Inc., and PIMCO Strategic Global Government Fund, Inc. A current list of PIMCO Closed End Funds may be found on the Legal and Compliance page of the PIMCO intranet site.

Portfolio Employee

The term "Portfolio Employee" means: (1) a portfolio manager or any employee of PIMCO (or of any company in a control relationship with PIMCO) 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 a Fund, or (2) any natural person who controls PIMCO and who obtains information concerning recommendations made to a Fund that is an Advisory Client regarding the purchase or sale of Securities by the Fund. For these purposes, "control" has the same meaning as in Section 2(a)(9) of the Investment Company Act (15 U.S.C. ss. 80a-2(a)(9)).

1-6


Private Placement

The term "Private Placement" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) (15 U.S.C. ss. 77d(2) or ss. 77d(6)) or pursuant to SEC Rules 504, 505 or 506 (17 C.F.R. ss.ss. 230.504, 230.505, or 230.506) under the Securities Act of 1933.

Qualified Foreign Government

The term "Qualified Foreign Government" means a national government of a developed foreign country with outstanding Fixed Income Securities in excess of fifty billion dollars. A list of Qualified Foreign Governments will be prepared as of the last business day of each calendar quarter, will be available from the Chief Compliance Officer, and will be effective for the following calendar quarter.

Related Account

The term "Related Account" means any account, other than a Personal Account, that holds a Security or a Futures Contract in which you have a Beneficial Ownership interest.

Related Security

The term "Related Security" shall mean any option to purchase or sell, and any Security convertible into or exchangeable for, a Security that is or has been held by PIMCO on behalf of one of its Advisory Clients or any Security that is being or has been considered for purchase by PIMCO on behalf of one of its Advisory Clients.

Relevant Debt Security

The term "Relevant Debt Security" shall mean corporate debt Securities, mortgage-backed and other asset-backed Securities, taxable and tax-exempt state, local and municipal Fixed Income Securities, structured notes and loan participations, foreign government debt Securities issued by non-qualified foreign governments, or debt securities issued by an international agency or a supranational agency.

Reportable Fund

The term "Reportable Fund" shall mean any Fund for which PIMCO serves as an investment advisor (as defined in Section 2(a)(2) of the Investment Company Act) or any Fund whose investment advisor or principal underwriter controls PIMCO, is controlled by PIMCO, or is under common control with PIMCO.

Security

As a general matter, the term "Security" shall mean any stock, note, bond, debenture or other evidence of indebtedness (including any loan participation or assignment), ETF, Closed End Fund, limited partnership interest or investment contract other than an Exempt Security (as defined above). The term "Security"

1-7


includes a Mutual Fund Security or an option on a Security, on an index of Securities, on a currency or on a basket of currencies, including such an option traded on the Chicago Board of Options Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges, as well as such an option traded in the over-the-counter market. For purposes of this Code, the term "Security" shall include a "security future" as defined in Section 3(a)(55) of the Securities Exchange Act of 1934, but otherwise shall not include a Futures Contract or a physical commodity (such as foreign exchange or a precious metal).

As a technical matter, the term "Security" shall, except as otherwise provided above, have the meaning set forth in Section 2(a)(36) of the Investment Company Act (15 U.S.C. ss. 80a-2(a)(36)), which defines a Security to mean:

Any note, stock, treasury stock, security future, bond debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate of 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 instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, warrant or right to subscribe to or purchase, any of the foregoing.

1-8


APPENDIX II

PIMCO Policies and Procedures Applicable to The Disclosure of Information Regarding The Portfolio Holdings of Funds that PIMCO Advises

Effective February 15, 2006

I. Introduction

This document sets forth the policies and procedures to be followed by Pacific Investment Management Company LLC ("PIMCO") and its officers, directors and employees (hereinafter collectively referred to as "Employees") regarding the disclosure of non-public information about the portfolio holdings of various registered investment companies and collective investment vehicles for which PIMCO serves as an investment advisor or sub-advisor, including, but not limited to, PIMCO Funds, PIMCO Funds: Private Account Portfolio Series ("PAPS" ), PIMCO Variable Insurance Trust ("PVIT"), PIMCO Funds: Global Investor Series plc ("GIS"), PIMCO Luxembourg Trusts ("Luxembourg"), EQT PIMCO Funds ("Australia"), and various "Private Sponsored and Unsponsored Funds" (such as StocksPLUS, L.P.), PIMCO Global Relative Value Fund ("GRV"), PIMCO Absolute Return Strategy Funds ("PARS"), various U.S. Sub-Advised 1940 Act Funds, PIMCO Bermuda Trusts ("Bermuda Funds"), PIMCO Cayman Trusts ("Cayman Funds"), PIMCO Canada Trusts ("Canada Funds") and PIMCO-sponsored and unsponsored 1940 Act Closed End Funds (the "Closed End Funds") (collectively the "Funds").

These Policies and Procedures are intended to protect the confidentiality of each Fund's non-public portfolio holdings, to prevent the misuse and selective disclosure of such information, and to help ensure compliance by PIMCO and the Funds with the federal securities laws, including the Investment Company Act of 1940 ("1940 Act"), the Investment Advisers Act of 1940 ("Advisers Act"), the rules promulgated thereunder and general principles of fiduciary duty or other equivalent legislation and duties that govern the non-US Funds noted above.

II. General Policies Regarding the Disclosure of Non-Public Information Regarding the Portfolio Holdings of Funds PIMCO Advises

No PIMCO Employee shall disclose information regarding the specific portfolio holdings of any Fund to any person outside of PIMCO, except as permitted by the portfolio holdings policy set forth for that Fund or Fund group in Part III and Table A hereto.

If a Fund or a Fund's advisor has adopted a more restrictive policy regarding the disclosure of non-public information about its portfolio holdings, then PIMCO and its Employees shall follow that policy with respect to the portfolio holdings information of that Fund.


The foregoing prohibitions are not intended to and do not restrict or prevent:

A. The disclosure of relevant information to a Fund's service provider, including an advisor or sub-advisor to a Fund, that requires access to such information in order to fulfill its contractual duties to that Fund.

B. The disclosure of any information that may be required by any applicable law or regulation, a court order or any applicable EDGAR filing requirement established by the SEC or any equivalent regulatory requirement.

C. The disclosure of non-specific information and/or summary information (e.g., on a composite basis) about the holdings of one or more Funds. Except as permitted above, such information shall not identify any specific portfolio holding, but may reflect, among other things, the quality or character of a Fund's portfolio.

D. The disclosure of non-public information regarding the portfolio holdings of a Fund to certain mutual fund analysts and rating agencies, such as Morningstar and Lipper Analytical Services or other similar entities, for the purpose of facilitating their review of the Funds, provided, however, that any recipient of non-public portfolio holdings information is subject to a confidentiality agreement meeting the requirements of the relevant Fund's Portfolio Holdings Disclosure Policy.

E. The disclosure of portfolio holdings information with respect to securities held by the Funds that are in default, distressed, or experiencing a negative credit event at any time after such disclosure has been broadly disseminated via the Funds' website or other means.

Any other exceptions to the foregoing prohibition must be approved by PIMCO's Chief Legal Officer or Chief Compliance Officer.

III. Permitted Disclosure of a Fund's Portfolio Holdings Information

With respect to each Fund or group of Funds described on Table A hereto, PIMCO and its Employees shall be permitted to disclose information about each Fund's specific portfolio holdings after the dates described on Table A. Table A may be revised from time to time as additional Funds are added or deleted or disclosure policies are updated. If a date described on Table A falls on a weekend or other non-business day, such information shall be available for disclosure on the following business day.

IV. Remedial Actions for Violations of These Policies and Procedures

Any PIMCO Employee who violates the policies and procedures set forth herein shall be subject to remedial action under the PIMCO Code of Ethics, which may include the imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required by law, rule or regulation. PIMCO's Chief Legal Officer and Chief Compliance Officer shall have the ultimate

II-2


authority to determine whether an Employee has violated these policies and procedures and, if so, the remedial action they consider appropriate or required by law, rule or regulation. In making their determination, the Chief Legal Officer and the Chief Compliance Officer shall consider, among other factors, the gravity of the Employee's violation of these policies and procedures, the frequency of such violations by the Employee, whether any violation caused harm or the potential for harm to a Fund, the efforts of the Employee to cooperate with their investigation and the efforts of that Employee to correct any conduct that led to the violation.

II-3


TABLE A

-------------------------------------- -----------------------------------------------------
Fund or Fund Group                     Disclosure Permitted

-------------------------------------- -----------------------------------------------------
PIMCO Funds, PVIT                      No sooner than 60 calendar days after quarter end
                                       or, if earlier, the date upon which the Funds:  (a)
                                       mail to shareholders an annual or semiannual report
                                       containing the Fund's portfolio holdings or (b)
                                       file the Fund's portfolio holdings with the SEC on
                                       Form N-Q.  In general, the Funds will transmit an
                                       annual or semiannual report to shareholders, or
                                       will file a Form N-Q with the SEC, on or about the
                                       60th day after a quarter's end.

-------------------------------------- -----------------------------------------------------
GIS, Luxembourg                        No sooner than 60 calendar days after quarter end.

-------------------------------------- -----------------------------------------------------
Australia                              No sooner than 15 calendar days after month end.

-------------------------------------- -----------------------------------------------------
PAPS, GRV, PARS, Private Sponsored     No sooner than 5 calendar days after month end.
and Unsponsored Funds, Canada Funds
-------------------------------------- -----------------------------------------------------
U.S. Sub-Advised 1940 Act Funds        Information available daily to the sponsor or other
                                       entity designated by the sponsor.

-------------------------------------- -----------------------------------------------------
Bermuda Funds                          Portfolio holdings information is available to any
                                       shareholder upon request as of the end of each
                                       month and made available no sooner than 10 calendar
                                       days after month-end.  Additionally, certain Funds
                                       serve as underlying investment vehicles for
                                       subscription only by other collective investment
                                       vehicles.  Portfolio holdings information is
                                       available on a daily basis to investment advisers
                                       and management companies to these collective
                                       investment vehicles.  All such collective
                                       investment vehicle subscribers must agree to
                                       maintain the confidentiality of this information.
-------------------------------------- -----------------------------------------------------
Cayman Funds                           Portfolio holdings information is available to any
                                       shareholder upon request as of the end of each
                                       month and made available no sooner than 10 calendar
                                       days after month-end.  Additionally, certain Funds
                                       serve as underlying investment vehicles for
-------------------------------------- -----------------------------------------------------


-------------------------------------- -----------------------------------------------------
                                       subscription only by other collective investment
                                       vehicles.  Portfolio holdings information is
                                       available on a daily basis to investment advisers
                                       and management companies to these collective
                                       investment vehicles.  All such collective
                                       investment vehicle subscribers must agree to
                                       maintain the confidentiality of this information.
                                       Shareholders of the PIMCO Cayman Global LIBOR Plus
                                       (U.S. Dollar-Hedged) Fund may, upon request,
                                       receive portfolio holdings information weekly, as
                                       of the last Japanese business day of each week, no
                                       sooner than 3 calendar days after the last Japanese
                                       business day of that week.

-------------------------------------- -----------------------------------------------------
Closed End Funds                       For sponsored Closed End Funds, inquiries regarding
                                       holdings should be directed to 1-866-746-2606
                                       solely for the most recent Form N-Q, semi-annual
                                       and/or annual report or www.pcmfund.com for PCM or
                                       www.rcsfund.com for RCS; for unsponsored Closed End
                                       Funds, inquiries regarding holdings should be
                                       directed to 1-800-426-0107 or www.pimcofunds.com
                                       solely for the most recent Form N-Q, semi-annual
                                       and/or annual report.

-------------------------------------- -----------------------------------------------------


APPENDIX III

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.

INSIDER TRADING POLICY AND PROCEDURES

SECTION I. POLICY STATEMENT ON INSIDER TRADING

A. Policy Statement on Insider Trading

Allianz Global Investors of America L.P. ("the Company") and its division or its subsidiaries, including, Pacific Investment Management Company LLC, Allianz Hedge Fund Partners L.P., Allianz Private Client Services LLC, Allianz Private Equity Partners LLC, Cadence Capital Management LLC, Nicholas-Applegate Capital Management LLC, NFJ Investment Group L.P., OCC Distributors LLC, OpCap Advisors LLC, Oppenheimer Capital LLC, PA Fund Management LLC, PA Managed Accounts LLC, PA Retail Holdings LLC, PA CD Distributors LLC, PEA Capital LLC, ADAM Capital Management LLC and Alpha Vision Capital Management LLC (collectively, the Company or AGI Advisers) forbid any of their officers, directors or employees from trading, either personally or on behalf of others (such as, mutual funds and private accounts managed by an AGI Advisor), on the basis of 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". This is a group wide policy.

The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the situation when a person trades while aware of material non-public information or communicates material non-public information to others in breach of a duty of trust or confidence.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(1) trading by an insider, while aware of material, non-public information; or

(2) trading by a non-insider, while aware 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

(3) communicating material, non-public information to others in breach of a duty of trust or confidence.

This policy applies to every such officer, director and employee and extends to activities within and outside their duties at the Company. Every officer, director and employee must read and retain this policy statement. Any questions regarding this policy statement and the related procedures set forth herein should be referred to your local compliance officer.

The remainder of this memorandum discusses in detail the elements of insider trading, the penalties for such unlawful conduct and the procedures adopted by the Company to implement its policy against insider trading.


1. TO WHOM DOES THIS POLICY APPLY?

This Policy applies to all employees, officers and directors (direct or indirect) of the Company ("Covered Persons"), as well as to any transactions in any securities participated in by family members, trusts or corporations controlled by such persons. In particular, this Policy applies to securities transactions by:

o the Covered Person's spouse;
o the Covered Person's minor children;
o any other relatives living in the Covered Person's household;
o a trust in which the Covered Person has a beneficial interest, unless such person has no direct or indirect control over the trust;
o a trust as to which the Covered Person is a trustee;
o a revocable trust as to which the Covered Person is a settlor;
o a corporation of which the Covered Person is an officer, director or 10% or greater stockholder; or
o a partnership of which the Covered Person is a partner (including most investment clubs) unless the Covered Person has no direct or indirect control over the partnership.

2. WHAT IS MATERIAL INFORMATION?

Trading on inside information is not a basis for liability unless the information is deemed to be 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.

Although there is no precise, generally accepted definition of materiality, information is likely to be "material" if it relates to significant changes affecting such matters as:

o dividend or earnings expectations;
o write-downs or write-offs of assets;
o additions to reserves for bad debts or contingent liabilities;
o expansion or curtailment of company or major division operations;
o proposals or agreements involving a joint venture, merger, acquisition;
o divestiture, or leveraged buy-out;
o new products or services;
o exploratory, discovery or research developments;
o criminal indictments, civil litigation or government investigations;
o disputes with major suppliers or customers or significant changes in the relationships with such parties;
o labor disputes including strikes or lockouts;
o substantial changes in accounting methods;
o major litigation developments;
o major personnel changes;
o debt service or liquidity problems;
o bankruptcy or insolvency;
o extraordinary management developments;
o public offerings or private sales of debt or equity securities;
o calls, redemptions or purchases of a company's own stock;
o issuer tender offers; or
o recapitalizations.

III-2


Information provided by a company could be material because of its expected effect on a particular class of the company's securities, all of the company's securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuses of "material" information reaches all types of securities (whether stock or other equity interests, corporate debt, government or municipal obligations, or commercial paper) as well as any option related to that security (such as a put, call or index security).

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 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 and whether those reports would be favorable or not.

3. WHAT IS NON-PUBLIC INFORMATION?

In order for issues concerning insider trading to arise, information must not only be "material", it must be "non-public". "Non-public" information is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an "insider" is also deemed "non-public" information.

At such time as material, non-public information has been effectively distributed to the investing public, it is no longer subject to insider trading restrictions. However, for "non-public" information to become public information, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.

To show that "material" information is public, you should be able to point to some fact verifying that the information has become generally available, for example, disclosure in a national business and financial wire service (Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper (The Wall Street Journal, The New York Times or Financial Times), or a publicly disseminated disclosure document (a proxy statement or prospectus). The circulation of rumors or "talk on the street", even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure. The information must not only be publicly disclosed, there must also be adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered non-public until the third business day after public disclosure.

Material non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as "non-public" information which must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the "inside" information possessed by the Company has yet to be publicly disclosed, the information is deemed "non-public" and may not be misused.

III-3


Information Provided in Confidence. It is possible that one or more directors, officers, or employees of the Company may become temporary "insiders" because of a duty of trust or confidence. A duty of trust or confidence can arise: (1) whenever a person agrees to maintain information in confidence; (2) when two people have a history, pattern, or practice of sharing confidences such that the recipient of the information knows or reasonably should know that the person communicating the material non-public information expects that the recipient will maintain its confidentiality; or (3) whenever a person receives or obtains material non-public information from certain close family members such as spouses, parents, children and siblings. For example, personnel at the Company may become insiders when an external source, such as a company whose securities are held by one or more of the accounts managed by an AGI Adviser, discloses material, non-public information to AGI Adviser's portfolio managers or analysts with the expectation that the information will remain confidential.

As an "insider", the Company has a duty not to breach the trust of the party that has communicated the "material, non-public" information by misusing that information. This duty may arise because an AGI Adviser has entered or has been invited to enter into a commercial relationship with the company, client or prospective client and has been given access to confidential information solely for the corporate purposes of that company, client or prospective client. This duty remains whether or not an AGI Adviser ultimately participates in the transaction.

Information Disclosed in Breach of a Duty. Analysts and portfolio managers at an AGI Adviser must be especially wary of "material, non-public" information disclosed in breach of corporate insider's duty of trust or confidence that he or she owes the corporation and shareholders. Even where there is no expectation of confidentiality, a person may become an "insider" upon receiving material, non-public information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of a duty of trust and confidence that he or she owes the corporation and its shareholders. Whether the disclosure is an improper "tip" that renders the recipient a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by a corporate insider, the requisite "personal benefit" may not be limited to a present or future monetary gain. Rather, a prohibited personal benefit could include a reputational benefit, an expectation of a "quid pro quo" from the recipient or the recipient's employer by a gift of the "inside" information.

A person may, depending on the circumstances, also become an "insider" or "tippee" when he or she obtains apparently material, non-public information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and "tips" from insiders or other third parties.

III-4


4. IDENTIFYING MATERIAL INFORMATION

Before trading for yourself or others, including investment companies or private accounts managed by the Company, in the securities of a company about which you may have potential material, non-public information, ask yourself the following questions:

i. Is this information that an investor could consider important in making his or her investment decisions? Is this information that could substantially affect the market price of the securities if generally disclosed?

ii. To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Financial Times, Reuters, The Wall Street Journal or other publications of general circulation?

Given the potentially severe regulatory, civil and criminal sanctions to which you the Company and its personnel could be subject, any director, officer and employee uncertain as to whether the information he or she possesses is "material non-public" information should immediately take the following steps:

i. Report the matter immediately to a Compliance Officer or the Chief Legal Officer of the Company;

ii. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by an AGI Adviser; and

iii. Do not communicate the information inside or outside the Company, other than to a Compliance Officer or the Chief Legal Officer of the Company.

After the Compliance Officer or Chief Legal Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication or will be allowed to trade and communicate the information.

5. 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 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, 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 be expected to result in serious sanctions by the Company, including dismissal of the persons involved.

III-5


SECTION II. PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING

A. Procedures to Implement the Policy Against Insider Trading

The following procedures have been established to aid the officers, directors and employees of an AGI Adviser in avoiding insider trading, and to aid an AGI Adviser in preventing, detecting and imposing sanctions against insider trading. Every officer, director and employee of an AGI Adviser must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties.

TRADING RESTRICTIONS AND REPORTING REQUIREMENTS

1. No employee, officer or director of the Company who is aware of material non-public information relating to the Company or any of its affiliates or subsidiaries, including Allianz AG, may buy or sell any securities of the Company, including Allianz AG, or engage in any other action to take advantage of, or pass on to others, such material non-public information.

2. No employee, officer or director of the Company who is aware of material non-public information which relates to any other company or entity in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the federal securities laws may buy or sell securities of that company or otherwise take advantage of, or pass on to others, such material non-public information.

3. No employee, officer or director of the Company shall engage in a securities transaction with respect to the securities of Allianz AG, except in accordance with the specific procedures published from time to time by the Company.

4. No employee shall engage in a personal securities transaction with respect to any securities of any other company, except in accordance with the specific procedures set forth in the Company's Code of Ethics.

5. Employees shall submit reports concerning each securities transaction in accordance with the terms of the Code of Ethics and verify their personal ownership of securities in accordance with the procedures set forth in the Code of Ethics.

6. Because even inadvertent disclosure of material non-public information to others can lead to significant legal difficulties, officers, directors and employees of the Company should not discuss any potentially material non-public information concerning the Company or other companies, including other officers, employees and directors, except as specifically required in the performance of their duties.

III-6


B. Information Barrier Procedures

The Insider Trading and Securities Fraud Enforcement Act in the US require the establishment and strict enforcement of procedures reasonably designed to prevent the misuse of "inside" information. Accordingly, you should not discuss material non-public information about the Company or other companies with anyone, including other employees, except as required in the performance of your regular duties. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted.

C. Resolving Issues Concerning Insider Trading

The federal securities laws, including the US laws governing insider trading, are complex. If you have any doubts or questions as to the materiality or non-public nature of information in your possession or as to any of the applicability or interpretation of any of the foregoing procedures or as to the propriety of any action, you should contact your Compliance Officer. Until advised to the contrary by a Compliance Officer, you should presume that the information is material and non-public and you should not trade in the securities or disclose this information to anyone.

III-7


APPENDIX IV

ACKNOWLEDGMENT OF RECEIPT

of the
Code of Ethics of
and the

Insider Trading Policy and Procedures Applicable to

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

I hereby certify that I have received the attached Code of Ethics and Insider Trading Policy and Procedures. I hereby agree to read the Code, to make a reasonable effort to understand its provisions and to ask questions about those provisions I find confusing or difficult to understand. I also agree to comply with the Code, including its general principles, its reporting requirements, its preclearance requirements, and its provisions regarding gifts and service as a director. I also agree to advise members of my Immediate Family about the existence of the Code of Ethics, its applicability to their personal trading activity, and my responsibility to assure that their personal trading activity complies with the Code of Ethics. Finally, I agree to cooperate fully with any investigation or inquiry by or on behalf of a Compliance Officer to determine my compliance with the provisions of the Code. I recognize that any failure to comply in all aspects with the Code and to honor the commitments made by this acknowledgment may result in disciplinary action, including dismissal.

Date: ----------------------------------------- Signature


Print Name

APPENDIX V

ANNUAL CERTIFICATION OF COMPLIANCE

with the
Code of Ethics of

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

I hereby certify that I have complied with the requirements of the Code of Ethics and Insider Trading Policy and Procedures that have applied to me during the year ended December 31, 200_. In addition, I hereby certify that I have read the Code and understand its provisions. I also certify that I recognize that I am subject to the provisions of the Code and that I have disclosed, reported, or caused to be reported all transactions required to be disclosed or reported pursuant to the requirements of the Code. I recognize that any failure to comply in all aspects with the Code and that any false statement in this certification may result in disciplinary action, including dismissal.

Date: ----------------------------------------- Signature


Print Name

APPENDIX VI

INITIAL REPORT OF ACCOUNTS

Pursuant to the
Code of Ethics of

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

In accordance with the Code of Ethics, I have attached to this form copies of the most recent statements for each and every Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest, as well as copies of confirmations for any and all Investment Transactions subsequent to the effective dates of those statements.(2)

In addition, I hereby supply the following information for each and every Personal Account and Related Account in which I have a Beneficial Ownership interest for which I cannot supply the most recent account statement:

(1) Name of employee:

(2) If different than (1), name of the person in whose name the account is held:

(3) Relationship of (2) to (1):

(4) Firm(s) at which Account is maintained:

(5) Account Number(s):

(6) Name and phone number(s) of Broker or Representative:


(1) The Code of Ethics uses various capitalized terms that are defined in Appendix I to the Code. The capitalized terms used in this Report have the same definitions.

(7) Account holdings:

     Description of the Security or
      Futures Contract (including,
        as applicable, its name,
     title, interest rate, maturity           Quantity
      date, exchange ticker symbol        (numbers of shares,                              Broker, Dealer, Transfer
              or CUSIP no.)               units or contracts)      Principal Amount ($)       Agent, Bank or FCM

1.      ___________________               ______________             _______________         ___________________
2.      ___________________               ______________             _______________         ___________________
3.      ___________________               ______________             _______________         ___________________
4.      ___________________               ______________             _______________         ___________________
5.      ___________________               ______________             _______________         ___________________

(Attach additional sheets if necessary)

I also supply the following information for each and every Security or Futures Contract in which I have a Beneficial Ownership interest, to the extent this information is not available elsewhere on this form or from the statements and confirmations attached to this form. This includes Securities or Futures Contracts held at home, in safe deposit boxes, or by an issuer.

                                    Description of the
                                   Security or Futures
                                   Contract (including,
                                    as applicable, its
                                  name, title, interest
             Person Who            rate, maturity date,           Quantity                                    Broker, Dealer,
          Owns the Security      exchange ticker symbol      (numbers of shares,                           Transfer Agent, Bank
         Or Futures Contract          or CUSIP no.)          units or contracts)    Principal Amount ($)           or FCM
1.       ___________________        _________________         _________________      _________________       _________________
2.       ___________________        _________________         _________________      _________________       _________________
3.       ___________________        _________________         _________________      _________________       _________________
4.       ___________________        _________________         _________________      _________________       _________________
5        ___________________        _________________         _________________      _________________       _________________

(Attach additional sheets if necessary.)

I hereby certify that this form and the attachments (if any) identify all of the Personal Accounts, Related Accounts, Securities and Futures Contracts in which I have a Beneficial Ownership interest as of this date.


Signature


Print Name

Date:

Attachments


APPENDIX VII

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC ("AGID")

QUARTERLY REPORT OF INVESTMENT TRANSACTIONS

FOR THE QUARTER ENDED ______________, 200_


Please mark one of the following:

|_| No reportable Investment Transactions have occurred during the quarter just ended.
|_| Except as indicated below, all reportable Investment Transactions were made through Personal Accounts and Related Accounts identified on the attached list, which, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that hold Securities or Futures Contracts in which I have or had a Beneficial Ownership interest and for which PIMCO should have received or will receive timely Duplicate Broker Reports for the calendar quarter just ended.(3) I hereby certify that the broker, dealer, transfer agent, bank or futures commission merchant for each such account has been instructed to send a Compliance Officer Duplicate Broker Reports for that account no later than 30 days after the close of the quarter just ended.

The following information for Investment Transactions during the calendar quarter just ended does not appear on the Duplicate Broker Reports referenced above.

               Description of the Security or
               Futures Contract (including, as
                applicable, its name, title,               Quantity
                interest rate, maturity date,    (numbers of shares, units or                                        Broker, Dealer,
Transaction    exchange ticker symbol or CUSIP             contracts)           Nature of Transaction   Transaction   Transfer Agent
   Date                     no.)                   and Principal Amount ($)     (i.e., buy or sell)       Price        Bank or FCM

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

I hereby certify that this form and the attached list (if any) of Personal Accounts and Related Accounts are accurate and complete as of the date indicated below.
SPECIAL NOTE TO AGID REGISTERED REPS AND ACCESS PERSONS: You will not have to fill out an extra form for each quarter for AGID.

SIGNED:
PRINT NAME:

DATE:


1 The Code of Ethics uses various capitalized terms that are defined in Appendix I to the Code. The capitalized terms used in this Report have the same definitions.

1. Please see the Code of Ethics for a full description of the Investment Transactions that must be reported.

2. Transaction Date. In the case of a market transaction, state the trade date (not the settlement date).

3. Title of Security or Futures Contract. State the name of the issuer and the class of the Security (e.g., common stock, preferred stock or designated issue of debt securities). For Fixed Income Securities, please provide the Security's interest rate and maturity date. For all Securities, provide, as applicable, the exchange ticker symbol or CUSIP number for that Security. For a Futures Contract, state the title of any Security subject to the Futures Contract and the expiration date of the Futures Contract.

4. Numbers of Shares or Contracts and Principal Amount. State the numbers of shares of Securities, the face amount of Fixed Income Securities or the units of other securities. For options, state the amount of securities subject to the option. Provide the principal amount of each Security or Futures Contract. If your ownership interest was through a spouse, relative or other natural person or through a partnership, trust, other entity, state the entire quantity of Securities or Futures Contracts involved in the transaction. You may indicate, if you wish, the extent of your interest in the transaction.

5. Nature of Transaction. Identify the nature of the transaction (e.g., purchase, sale or other type of acquisition or disposition).

6. Transaction Price. State the purchase or sale price per share or other unit, exclusive of brokerage commissions or other costs of execution. In the case of an option, state the price at which the option is currently exercisable. No price need be reported for transactions not involving cash.

7. Broker, Dealer, Transfer Agent, Bank or FCM Effecting Transaction. State the name of the broker, dealer, transfer agent, bank or FCM with or through which the transaction was effected.

8. Signature. Sign and date the report in the spaces provided.

9. Filing of Report. A report should be filed NOT LATER THAN 30 CALENDAR DAYS after the end of each calendar quarter with:

PIMCO
ATTN: Compliance Officer

840 Newport Center Drive Suite 100
Newport Beach, CA 92660

10. Duplicate Broker Reports. Please remember that duplicates of all trade confirmations, purchase and sale reports, and periodic statements must be sent to the firm by your broker. You should use the address above.


APPENDIX VIII

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC ("AGID")

ANNUAL HOLDINGS REPORT AND
FOURTH QUARTER REPORT OF INVESTMENT TRANSACTIONS


FOR THE YEAR AND QUARTER ENDED DECEMBER 31, 200_


I hereby certify that, except as indicated below, all Securities or Futures Contracts in which I had a Beneficial Ownership interest at the end of the 200_ calendar year were held in Personal Accounts or Related Accounts identified on the attached list, as modified (if necessary), for which PIMCO should have received or will receive an account statement of holdings as of the end of that calendar year.(4) I hereby certify that the broker, dealer, bank or futures commission merchant for each such account has been instructed to send a Compliance Officer timely Duplicate Broker Reports, including a statement of holdings in that account as of the end of the calendar year.

The following information describes other Securities or Futures Contracts in which I had a Beneficial Ownership interest as of the end of the 200_ calendar year:

Description of the Security or Futures
Contract (including, as applicable, its
 name, title, interest rate, maturity                         Quantity
date, exchange ticker symbol or CUSIP          (numbers of shares, units or contracts)        Broker, Dealer, Transfer Agent
                 no.)                                 and Principal Amount ($)                         Bank or FCM

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------


1 The Code of Ethics uses various capitalized terms that are defined in Appendix I to the Code. The capitalized terms used in this Report have the same definitions.

Please mark one of the following:

|_| No reportable Investment Transactions have occurred during the quarter just ended.

|_| Except as indicated below, all reportable Investment Transactions were made through Personal Accounts and Related Accounts identified on the attached list, which, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that hold Securities or Futures Contracts in which I have or had a Beneficial Ownership interest and for which PIMCO should have received or will receive timely Duplicate Broker Reports for the calendar quarter just ended.(5) I hereby certify that the broker, dealer, transfer agent, bank or futures commission merchant for each such account has been instructed to send a Compliance Officer Duplicate Broker Reports for that account no later than 30 days after the close of the quarter just ended.

The following information for Investment Transactions during the calendar quarter just ended does not appear on the Duplicate Broker Reports referenced above.

              Description of the Security or
              Futures Contract (including, as
               applicable, its name, title,              Quantity
               interest rate, maturity date,   (numbers of shares, units or                                          Broker, Dealer,
Transaction  exchange ticker symbol or CUSIP            contracts)            Nature of Transaction    Transaction   Transfer Agent
   Date                    no.)                  and Principal Amount ($)      (i.e., buy or sell)        Price        Bank or FCM





I hereby certify that this form and the attached list (if any) of Personal Accounts and Related Accounts are accurate and complete as of the date indicated below.

SPECIAL NOTE TO AGID REGISTERED REPS AND ACCESS PERSONS: You will not have to
fill out an extra form for each year for AGID.

SIGNED:
PRINT NAME:

DATE:


1 The Code of Ethics uses various capitalized terms that are defined in Appendix I to the Code. The capitalized terms used in this Report have the same definitions.

1. Please see the Code of Ethics for a full description of the Investment Transactions that must be reported.

2. Transaction Date. In the case of a market transaction, state the trade date (not the settlement date).

3. Title of Security or Futures Contract. State the name of the issuer and the class of the Security (e.g., common stock, preferred stock or designated issue of debt securities). For Fixed Income Securities, please provide the Security's interest rate and maturity date. For all Securities, provide, as applicable, the exchange ticker symbol or CUSIP number for that Security. For a Futures Contract, state the title of any Security subject to the Futures Contract and the expiration date of the Futures Contract.

4. Numbers of Shares or Contracts and Principal Amount. State the numbers of shares of Securities, the face amount of Fixed Income Securities or the units of other securities. For options, state the amount of securities subject to the option. Provide the principal amount of each Security or Futures Contract. If your ownership interest was through a spouse, relative or other natural person or through a partnership, trust, other entity, state the entire quantity of Securities or Futures Contracts involved in the transaction. You may indicate, if you wish, the extent of your interest in the transaction.

5. Nature of Transaction. Identify the nature of the transaction (e.g., purchase, sale or other type of acquisition or disposition).

6. Transaction Price. State the purchase or sale price per share or other unit, exclusive of brokerage commissions or other costs of execution. In the case of an option, state the price at which the option is currently exercisable. No price need be reported for transactions not involving cash.

7. Broker, Dealer, Transfer Agent, Bank or FCM Effecting Transaction. State the name of the broker, dealer, transfer agent, bank or FCM with or through which the transaction was effected.

8. Signature. Sign and date the report in the spaces provided.

9. Filing of Report. A report should be filed NOT LATER THAN 30 CALENDAR DAYS after the end of each calendar year with:

PIMCO
ATTN: Compliance Officer

840 Newport Center Drive Suite 100
Newport Beach, CA 92660

10. Duplicate Broker Reports. Please remember that duplicates of all trade confirmations, purchase and sale reports, and periodic statements must be sent to the firm by your broker. You should use the address above.


APPENDIX IX

PRECLEARANCE REQUEST FORM

This form must be submitted to a Compliance Officer before executing any Investment Transaction for which preclearance is required under the PIMCO Code of Ethics. Before completing this form, you should review the PIMCO Code, including the terms defined in that Code. The capitalized terms used in this form are governed by those definitions. In addition, the Code provides information regarding your preclearance obligations under the Code, and information regarding the Transactions, Securities and Futures Contracts that are exempt from the Code's preclearance requirement.(5)

No Investment Transaction subject to preclearance may be effected prior to receipt of written authorization of that Investment Transaction by a Compliance Officer. Unless otherwise specified, that authorization shall be effective, unless revoked, until the earlier of (a) the close of business on the date authorization is given, or (b) until you discover that information on this preclearance request form is no longer accurate.

(1)  Your Name:                                         ________________________
(2)  If the Investment  Transaction  will be in someone
     else's name or in the name of a trust, the name of
     that person or trust:                              ________________________

     The relationship of that person or trust to you:   ________________________

(3)  Name of the  firm  (e.g.,  broker,  dealer,  bank,
     futures  commission  merchant)  through  which the
     Investment Transaction will be executed:           ________________________

     The relevant account number at that firm:

(4)  Issuer of the  Security or identity of the Futures
     Contract for which preclearance is requested:      ________________________

The relevant exchange ticker symbol or CUSIP number:_______________________

(5) The maximum numbers of shares, units or contracts for which preclearance is requested, or the market value or face amount of the Fixed Income Securities for which preclearance is requested: ________________________

(6) The type of Investment Transaction for which preclearance is requested (check all that apply):


___ Purchase ___ Sale ____ Market Order
___ Limit Order (Price Of Limit Order:____)

Please answer the following questions TO THE BEST OF YOUR KNOWLEDGE AND BELIEF:

(a) Do you possess material non-public information regarding the Security or Futures Contract identified above or regarding the issuer of that Security? ____ Yes ____ No

(b) Is the Security or Futures Contract identified above held by any PIMCO Advisory Client or is it a Related Security (as defined in the PIMCO Code)? ____ Yes ____ No


(5) Unless exempted, preclearance is required for any Investment Transaction in Securities, Related Securities or Futures Contracts in a Personal Account or a Related Account in which you have or will acquire a Beneficial Ownership interest.

(c) Is there a pending buy or sell order on behalf of a PIMCO Advisory Client for the Security or Futures Contract identified above or for a Security for which the Security identified above is a Related Security? ____ Yes ____ No

(d) Do you intend or do you know of another's intention to purchase or sell the Security or Futures Contract identified above, or a Security for which the Security identified above is a Related Security, on behalf of a PIMCO Advisory Client? ____ Yes ____ No

(e) Has the Security or Futures Contract identified above or a Related Security been considered for purchase by a PIMCO Advisory Client within the most recent 15 days? (Note: rejection of any opportunity to purchase the Security or Futures Contract for an Advisory Client would require an affirmative response to this question.) ____ Yes ____ No

(f) Is the Security being acquired in an Initial Public Offering?(6) ____ Yes ____ No
(g) Are you acquiring or did you acquire Beneficial Ownership of the Security in a Private Placement?(7) ____ Yes ____ No
(h) If you are seeking preclearance of a purchase or sale of Securities, have you purchased or sold the same or similar Securities, or have you acquired or disposed of a Beneficial Ownership interest in the same or similar Securities, within the past 60 calendar days?(8) ____ Yes ____ No

By executing this form, you hereby certify that you have reviewed the PIMCO Code of Ethics and believe that the Investment Transaction for which you are requesting preclearance complies with the General Principles and the specific requirements of the PIMCO Code.


Employee Signature


Print or Type Name


Date Submitted

(6) Under the PIMCO Code, Advisory Employees are not permitted to acquire equity Securities in an Initial Public Offering. The PIMCO Code requires special preclearance of acquisitions of Fixed Income Securities in an Initial Public Offering.

(7) The PIMCO Code applies special rules to the acquisition of Securities through a Private Placement and to the disposition of Securities acquired through a Private Placement.

(8) Under the PIMCO Code, there are certain minimum holding periods for Fixed Income Securities, Designated Securities, Related Securities, and Mutual Fund Securities. Minimum holding periods generally do not apply to transactions in U.S. Government Securities, most equity Securities, shares of Money Market Funds, index options or Futures Contracts. Please consult the Code for more details.


You are authorized to execute the Investment Transaction described above. Unless indicated otherwise below, this authorization remains effective, unless revoked, until: (a) the close of business today, or (b) until you discover that the information on this request form is no longer accurate.(9)


Compliance Officer


Date of Authorization


(9) In the case of a request for preclearance of a Limit Order, a new request for preclearance must be submitted if your order is not filled by the close of business today.

IPO/PRIVATE PLACEMENT ADDENDUM
TO APPENDIX IX

The following addendum to the Preclearance Request Form (Appendix IX) shall be completed by the Compliance Officer, and attached to the Preclearance Request Form, whenever he/she approves the acquisition of a Beneficial Ownership interest in a Security in an Initial Public Offering or in a Private Placement:

(1)  The Advisory Employee is a Portfolio Employee:         ____  Yes   ____  No

(2)  The Investment Transaction involves

     (a)      An Initial Public Offering

              (i)      Of an equity Security:(10)           ____  Yes   ____  No

              (ii)     Of a debt Security:                  ____  Yes   ____  No

     (b)      A Private Placement

              (i)      Of an equity Security:               ____  Yes   ____  No

              (ii)     Of a Fixed Income Security:          ____  Yes   ____  No

(3)  This investment opportunity should be reserved
     for one or more Advisory Clients:                      ____ Yes(11)____  No

(4)  This investment opportunity has been offered to the
     Advisory Employee by virtue of his/her position with
     PIMCO:                                                 ____ Yes(12)____  No

Other reasons supporting the decision to approve this acquisition:





(10) An Advisory Employee may not acquire Beneficial Ownership of an equity Security in an Initial Public Offering
(11) This Investment Transaction may not be approved.
(12) This Investment Transaction may not be approved.

APPENDIX X

PRECLEARANCE REQUEST FORM
FOR AN INVESTMENT TRANSACTION IN A
PIMCO CLOSED END FUND

This form must be submitted to a Compliance Officer before executing any Investment Transaction in a PIMCO Closed End Fund. Before completing this form, you should review the PIMCO Code, including the terms defined in that Code. The capitalized terms used in this form are governed by those definitions. In addition, the Code provides information regarding your preclearance obligations under the Code, and information regarding the Transactions, Securities and Futures Contracts that are exempt from the Code's preclearance requirement.(14)

No Investment Transaction subject to preclearance may be effected prior to receipt of written authorization of that Investment Transaction by a Compliance Officer. Unless otherwise specified, that authorization shall be effective, unless revoked, until the earlier of (a) the close of business on the date authorization is given, or (b) until you discover that information on this preclearance request form is no longer accurate.

(1) Your name: ________________________

(2) If different from (1), name of the person or trust

     in which the Investment Transaction will occur:    ________________________

(3)  Relationship of (2) to (1):                        ________________________

(4)  Name of the firm through which the Investment
     Transaction will be executed:                      ________________________

(5)  Name of the PIMCO Closed End Fund:                 ________________________

(6)  Maximum number of shares for which preclearance
     is requested:                                      ________________________

(7) Type of Investment Transaction (check all that apply):

____Purchase ____ Sale ____ Market Order ____ Limit Order


(Price of Limit Order: _______)

(8) Do you possess material non-public information regarding this PIMCO Closed End Fund(15) ____ Yes ____ No

(9) Have you or any Related Account covered by the authorization provisions of the Code purchased or sold shares of the same PIMCO Closed End Fund within the past 6 months?(16) ____ Yes ____ No


(13) Unless exempted, preclearance is required for any Investment Transaction in Securities or Related Securities in a Personal Account or a Related Account in which you have or will acquire a Beneficial Ownership interest.

(14) Employees are not permitted to acquire or sell a Security when they possess material non-public information regarding the Security or the issuer of the Security.

(15) Under the PIMCO Code, an Advisory Employee may not, within 6 months, purchase and sell, or sell and purchase, shares of the same PIMCO Closed End Fund. Please consult the Code for more details.


By executing this form, you hereby certify that you have reviewed the PIMCO Code of Ethics and believe that the Investment Transaction for which you are requesting preclearance complies with the General Principles and the specific requirements of the PIMCO Code.


Employee Signature


Print or Type Name


Date Submitted

You are authorized to execute the Investment Transaction described above. Unless indicated otherwise below, this authorization remains effective, unless revoked, until: (a) the close of business today, or (b) until you discover that the information on this request form is no longer accurate.(16)


Compliance Officer


Date of Authorization


(16) In the case of a request for preclearance of a Limit Order, a new request for preclearance must be submitted if your order is not filled by the close of business today.

APPENDIX XI

ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC

PRECLEARANCE OF AGI CLOSED-END FUND TRANSACTION FORM
(To be submitted to local compliance officer)

(1)      Name of employee requesting authorization:_____________________________

(2)      If different from #1, name of the account
         where the trade will occur:               _____________________________

(3)      Relationship of (2) to (1):               _____________________________

(4)      Name of brokerage firm and account number:_____________________________

(5)      Name of fund and type of security
         (e.g. common  or preferred shares):       _____________________________

(6)      Ticker Symbol:                            _____________________________

(7)      Intended number of shares:                _____________________________

(8) Is the transaction being requested a purchase or sale?_________________
(NOTE: short sales are not permitted)

Please answer the following questions TO THE BEST OF YOUR KNOWLEDGE AND BELIEF:

(9)      Has the fund completed all its initial
         common and preferred shares offerings
         and is not otherwise engaged in an
         offering of its shares?                        ______ Yes     ______ No

(10)     Does the requested transaction violate the
         Closed-End Dividend Blackout Calendar posted
         on the Compliance Tab of the intranet?         ______ Yes     ______ No

(11)     Do you possess material nonpublic information
         regarding the security or the issuer of the
         security?                                      ______ Yes     ______ No

(12)     Are you a Section 16 reporting person with
         respect to the fund you wish to buy or sell?   ______ Yes     ______ No


(13)     If the requested transaction is a sale, has

the required holding period been met? ______ Yes ______ No

If you have any questions about how to complete this form please contact a local compliance officer.


Approvals are valid until the close of business on the day approval has been granted. Accordingly GTC (good till canceled) orders are prohibited. If a trade is not executed by the close of business, you must submit a new preclearance request. Obtaining preclearance satisfies the preclearance requirements of the Code of Ethics (the "Code") and does not imply compliance with the Code's other provisions.

By signing below, the employee certifies that the above requested transaction is in compliance with the Company Code of Ethics.


Employee Signature


Date Submitted

PIMCO Compliance Officer

  _____ Authorized     _____ Not Authorized

By:

Printed Name:

Date:
----------------------------------------------


AGI Compliance Officer
----------------------------------------------


  _____ Authorized     _____ Not Authorized

By:

Printed Name:

Date:
----------------------------------------------


APPENDIX XII

PIMCO COMPLIANCE OFFICERS

Mohan V. Phansalkar
(Chief Legal Officer)

Bradley W. Paulson

Denise C. Seliga
(Chief Compliance Officer)

Kevin M. Broadwater

J. Stephen King, Jr.

Arthur Y. D. Ong


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 connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Fund:

1

(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;

(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;

2

(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.

(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

3

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:

o Normally assisting in the preparation of public reports or receiving public reports, but not receiving information about current recommendations or trading; or

o 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 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

4

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 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

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.

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

6

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 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:

7

o 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.

o 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 Person's transaction is not greater than the average daily trading volume of such Security for the immediately preceding five days and is not likely to materially effect the price of such Security, and (c) the Adviser's Chief Executive Officer (Rich Pzena) has approved the trade in advance by signing the Securities Transaction Preclearance Request Form with respect to such transaction;

8

8. Exempt Transactions. Neither the prohibitions nor the reporting requirements of this Code shall apply to:

(a) Purchases or sales of Securities of a mutual fund, index fund, money market fund or other registered investment company which is not advised or subadvised by Adviser;

(b) Purchases or sales of Securities for an account over which an Access Person has no direct control and does not exercise indirect control e.g. an account managed on a fully discretionary basis by a third party;

(c) Involuntary purchases or sales made by an Access Person;

(d) Purchases which are part of an automatic dividend reinvestment plan;

(e) Purchases which are part of an automatic investment plan, except that any transactions that override the preset schedule of allocations of the automatic investment plan must be reported in a quarterly transaction report;

(f) Purchases or sales of direct obligations of the Government of the United States;

(g) Purchases or sales of money market instruments, such as bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;

(h) Purchases or sales of units in a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds;

(i) Purchases of securities resulting solely from the funding by Adviser of the Access Person's Pzena SEP IRA; or

(j) Purchases resulting from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of securities of such issuer and the sale of such rights.

9. Pre-Clearance Requirement.

(a) Unless an exception is granted by the Chief Compliance Officer after consultation with and approval by the Company's Executive Committee, each Access Person must obtain preclearance of any Personal Security Transaction from an Approving Officer. Pre-clearance must be obtained by completing, signing and submitting to the Chief Compliance Officer a Securities Transaction Preclearance Request Form (a copy of which is attached to this Code of Ethics) supplied by the Adviser and obtaining the signature of an Approving Officer and/or the Chief Executive Officer, as applicable;

(b) All pre-cleared Personal Securities Transactions must take place on the same day that the clearance is obtained. If the transaction is not completed on the date of clearance, a new clearance must be obtained, including one for any uncompleted portion. Post-approval is not permitted under this Code of Ethics. If it is determined that a

9

trade was completed before approval was obtained, it will be considered a violation of this Code of Ethics; and

(c) In addition to the restrictions contained in Section 5 hereof, an Approving Officer or the CCO may refuse to grant clearance of a Personal Securities Transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, an Approving Officer or the CCO will consider the following factors in determining whether or not to clear a proposed transaction:

(i) whether an amount or the nature of the transaction or person making it is likely to effect the price or market of the security; and

(ii) whether the individual making the proposed purchase or sale is likely to receive a disproportionate benefit from purchases or sales being made or considered on behalf of any of the Funds or other advisory clients of the Adviser.

The preclearance requirement does not apply to Exempt Transactions. In case of doubt, the Access Person may present a Securities Transaction Preclearance Request Form to the Chief Compliance Officer, indicating thereon that he or she disclaims any Beneficial Ownership in the securities included.

10. Reporting Requirements. No later than 10 days after becoming an Access Person, each individual shall provide a listing of all securities directly or indirectly beneficially owned by the Access Person on the form provided as Attachment A (an "Initial Holdings Report"). The information in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person became an Access Person. The Initial Holdings Report should be furnished to the CCO, Alternate or any other person whom PIM designates. Thereafter:

(a) All Access Persons must direct their brokers and/or affiliated mutual fund custodians to supply the Chief Compliance Officer on a timely basis, with duplicate copies of confirmations of all Personal Securities Transactions and duplicate monthly or quarterly statements for all Personal Securities Accounts as are customarily provided by the firms maintaining such accounts.;

(b) Such duplicate statements and confirmations must contain the following information (as applicable):

(i) The date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);

(ii) Title, and as applicable the exchange ticker symbol or CUSIP number (if any), interest rate and maturity date, number of shares and, principal amount of each security and the price at which the transaction was effected;

(iii) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(iv) The date of issuance of the duplicate statements and confirmations.

(c) No later than 30 days after each calendar quarter, all Access Persons covered by this Code shall provide quarterly transaction reports in the form attached as Attachment C confirming that they have

10

disclosed or reported all Personal Securities Transactions and holdings required to be disclosed or reported pursuant hereto for the previous quarter.

(d) On a date to be selected by the CCO, all Access Persons shall provide annual holdings reports listing all securities directly or indirectly beneficially owned on the form provided as Attachment B by the Access Person (the "Annual Holdings Report"). The information contained in the Annual Holdings Report shall be current as of a date no more than 45 days prior to the date the report is submitted.

(e) Any statement, confirmation or report submitted in accordance with this Section 10 may, at the request of the Access Person submitting the report, contain a statement that it is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership in any Security to which the report relates;

(f) All Access Persons shall certify in writing annually, that they have read and understand this Code of Ethics and have complied with the requirements hereof and that they have disclosed or reported all Personal Securities Transactions and holdings required to be disclosed or reported pursuant hereto.

(g) The Chief Compliance Officer shall retain a separate file for each Access Person which shall contain the monthly account statements duplicate confirmations, quarterly and annual reports listed above and all Securities Transaction Preclearance Forms whether approved or denied.

(h) With respect to gifts, all Access Persons shall promptly report on a form designated by the Chief Compliance Officer the nature of such gift, the date received, its approximate value, the giver and the giver's relationship to Pzena Investment Management.

11. Review. All preclearance requests, confirmation statements and reports of Personal Securities Transactions and completed portfolio transactions of each of the Funds and of all other advisory clients of the Adviser shall be compared by or under the supervision of the Chief Compliance Officer to determine whether a possible violation of this Code of Ethics and/or other applicable trading procedures may have occurred. Before making any final determination that a violation has 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 or Alternate determines that a violation of the Code of Ethics has or may have occurred, he or she shall, following consultation with counsel to the Adviser, if needed, submit a written determination, and any additional explanatory material provided by the individual, to the Executive Committee of the Adviser.

No person shall review his or her own report. If a securities transaction of the Chief Compliance Officer or the Chief Compliance Officers spouse is under consideration, an Alternate shall act in all respects in the manner prescribed herein for the Chief Compliance Officer.

12. Reporting Violations. Any violations of this Code including violations of applicable federal securities laws, whether actual, known, apparent or suspected, should be reported promptly to the CCO or to any other person the

11

Adviser may designate (as long as the CCO periodically receives reports of all violations). Any such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Any such reports may also be submitted anonymously. Access Persons are encouraged to consult the CCO with respect to any transaction which may violate this Code and to refrain from any action or transaction which might lead to the appearance of a violation. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.

13. Background Checks. Access Persons, including Investment Persons, are required to promptly report any criminal, regulatory or governmental investigations or convictions to which they become subject. Each Access Person, including Investment Persons, is required to promptly complete and return any background questionnaires which the Adviser's Compliance Department may circulate.

14. Sanctions. Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by the CCO as may be deemed appropriate under the circumstances to achieve the purposes of the Rule and this Code of Ethics, and may include suspension or termination of employment or of trading privileges, the rescission of trades, a written censure, imposition of fines or of restrictions on the number or type of providers of personal accounts; and/or requiring restitution of an amount equal to the difference between the price paid or received by the Adviser's clients and the more advantageous price paid or received by the offending person.

15. Required Records. The Chief Compliance Officer shall maintain and cause to be maintained in an easily accessible place, the following records:

(a) A copy of any Code of Ethics that has been in effect at any time during the past five (5) years;

(b) A record of any violation of the Code of Ethics and any action taken as a result of such violation for five (5) years from the end of the fiscal year in which the violation occured;

(c) A copy of each report made by the Chief Compliance Officer within two years (2) from the end of the fiscal year of the Adviser in which such report or interpretation is made or issued (and for an additional three (3) years in a place which need not be easily accessible); and

(d) A list of the names of persons who are currently, or within the past five (5) years were, Access Persons or Investment Persons;

(e) A record of all written acknowledgements of receipt of the Code of Ethics for each person who is currently, or within the past five (5) years was, subject to the Code;

(f) Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;

(g) All pre-clearance forms shall be maintained for at least five (5) years after the end of the fiscal year in which the approval was granted;

12

(h) A record of any decision and supporting reasons for approving the acquisition of securities by Access Persons in limited offerings for at least five years after the end of the fiscal year in which approval was granted;

(i) Any exceptions reports prepared by Approving Officers or the Compliance Officer;

(j) A record of persons responsible for reviewing Access Persons' reports currently or during the last five years; and

(k) A copy of reports provided to a Fund's board of directors regarding the Code.

For the first two years, the required records shall be maintained in Adviser's New York offices.

16. Board Approval. The Board of Directors of each Fund client of the Adviser must approve this Code. The Adviser will provide the Fund's Board of Directors with an annual 17j-1 certification describing any issues arising under the Code since the last report, including information about material violations. The report will also include discussion of whether any waivers that might be considered important by the Board were granted during the period. The report will also certify that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

17. Amendments and Modifications. The CCO will periodically review the adequacy of this Code of Ethics and the effectiveness of its implementation and shall make amendments or modifications as necessary. All material amendments and modifications shall be subject to the final approval of the Adviser's Executive Committee.

18. Form ADV Disclosure. In connection with making amendments to the Code, the CCO will review and update the Code of Ethics disclosure set forth in the Adviser's Schedule F of Form ADV, Part II.

19. Employee Certification. I have received and read the terms of the above Amended and Restated Code of Ethics. I recognize and understand the responsibilities and obligations incurred by me as a result of my being subject to this Code and I hereby agree to abide by the terms hereof.

13

Schedule A

John Hancock Classic Value Fund June 24, 1997
(f/k/a Pzena Focused Value Fund)

John Hancock Classic Value Fund II July 1, 2006

Liberty All-Star Equity Fund                                October 15, 2003



John Hancock Trust Classic Value Trust Series I             May 3, 2004
(f/k/a Manufacturers Investment Trust Classic Value Trust)



American Beacon Funds-- Mid Cap Value Fund                  July 8, 2004
(f/k/a American Aadvantage Fund--Mid Cap Value Fund)



Wilshire Mutual Funds, Inc.--                               December 30, 2004
Large Company Value Fund

MGI Funds August 12, 2005

Kiewit Investment Fund LLLP August 26, 2005

John Hancock International Classic Value Fund March 1, 2006

14

Schedule B

                                    Research

Richard S. Pzena          Managing Principal, CEO, Co-Chief Investment Officer
John P. Goetz             Managing Principal, Co-Chief Investment Officer
A. Rama Krishna, CFA      Managing Principal, Portfolio Manager

Michael D. Peterson       Principal, Director of Research
Antonio DeSpirito         Principal, Portfolio Manager
Lawrence J. Kohn          Principal, Portfolio Manager
Manoj Tandon              Principal, Portfolio Manager
Benjamin Silver, CFA, CPA Principal, Portfolio Manager
Caroline Cai, CFA         Principal, Senior Research Analyst
Allison J. Fisch          Principal, Senior Research Analyst
Spencer Chen, CFA         Principal, Senior Research Analyst
Eli Rabinowich            Research Analyst
TVR Murti                 Research Analyst
Valerie Mignone           Research Analyst
John Flynn                Research Analyst

Lenny Rauner              Investment Manager PAI

Nikki Khurana             Programmer

                           Marketing/Client Services

William L. Lipsey         Managing Principal, Marketing & Client Services

William Connolly, CFA     Principal, Marketing & Client Services Director
Courtney J. Hehre         Principal, Marketing & Client Services Director
Alan Eisenberg            Marketing & Client Services Director
Con Michalakis            Marketing & Client Services Director

Wayne Palladino           Principal, Director of Client & Portfolio Services
V. Michel Hanigan         Director of Client & Portfolio Services
Ken Brown                 Director of Client & Portfolio Services

Diana Diaz                Manager, RFP & Data Services
Sarah L. Bunnell          Marketing Coordinator
Kelleen Kiely             Marketing Coordinator
Rachel Waltz              Marketing Assistant (Temporary)

                           Administration/Operations

Amelia Jones              Managing Principal, Operations & Administration

                                       15

Keith Geismar             Director, Operations & Administration

Keith Komar               Principal and Director Operations & Technology

Brian Mann                Portfolio Administrator
David Poole               Portfolio Administrator

Lisa Roth                 Principal and Manager Portfolio Accounting & Account Administration
Evan Fire                 Principal and Manager Portfolio Accounting & Account Administration
Camille Palmese           Portfolio Accounting & Administration
Kevin Clegg                        Portfolio Accounting & Administration
Jessica Lewis                      Portfolio Accounting & Administration
Bill Andolfi                       Portfolio Accounting & Administration
Erik Finlay                        Portfolio Accounting & Administration
Nick Padgen                        Portfolio Accounting & Administration
Beau Daum                          Portfolio Accounting & Administration
Paul Helm                          Portfolio Accounting & Administration

James Krebs               Principal, Trader
Nate Armitage             Trading

Alex Wolff                Trading PAI

Marisa Sakaguchi          Director, Human Resources, Office Manager (Part Time)

Elizabeth MacLean       Executive Assistant (to R. Pzena, J. Goetz & R. Krishna)

Amanda Solomon            Administrative Assistant Research (Temporary)

Jennifer Fernholz         Administrative Assistant Marketing & Client Services

Lisa Johnson              Administrative Assistant Marketing & Client Services

Chris Markopoulos **      Receptionist, Administrative Assistant

                               Legal & Compliance

Joan Berger               Principal, General Counsel, Chief Compliance Officer
Michelle Houck            Assistant General Counsel, Compliance Officer
Katherine Kozub-Grier     Legal/Compliance (Consultant)
Jacques Pompy             Compliance Associate
Steven Coffey             Assistant General Counsel (Temporary)
David Carey               Compliance Assistant
Jessica Moseman#          Compliance Assistant (Temporary)
Tricia Luce#              Paralegal (Temporary)
Peter Sivere              Legal Analyst

                                     Finance

Gregory S. Martin, CPA    Director of Finance, Controller
Lauren Barrella           Finance

                              Administration Staff

Edward Strohsahl#         Document Scanning (Temporary)
John Troy#                Document Scanning (Temporary)

16

                                      Other

Jonathan Katz             Professional Performance Coaching

Michael Cohen             Desk Space Users in partitioned space at 120
                                                     W. 45
Jeff Neuman
Monty Cerf
Anil Gulati

Note: Bolded names indicate individuals are Managing Principles of the firm (Executive Committee members).

** Clerical only; not an access person
#Clerical long term temp deemed to have access

Updated August 3, 2006

17

Attachment A

PZENA INVESTMENT MANAGEMENT, LLC

Listing of Securities Holdings
(Initial)

I hereby certify that the following is a complete listing of all securities (other than non-affiliated mutual funds and other exempt securities as described in Section 7 of the Code of Ethics) beneficially owned (as defined in Section 4 of the Code of Ethics) by me as of the date hereof.

NOTE: The term: "securities" includes all stocks, bonds, mutual fund shares, derivatives, private placements, limited partnership interests, etc. Failure to fully disclose all securities will be considered a violation of the Code of Ethics. The information below must be current as of a date no more than 45 days prior to the date the person completing this report became an Access Person.

-------------------- ------------------- ------------------------- -------------
                                         Number of Shares or
Name of Security     Type of Security    Principal Value of Bonds  Year Acquired
-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

-------------------- ------------------- ------------------------- -------------

(Use Additional Sheet, if necessary)

18

PZENA INVESTMENT MANAGEMENT, LLC

Listing of Securities Holdings
(Initial)

(Continued)

------------------ ------------------------- --------------- ---------------

Name of Financial  Type of Account (e.g.     Name on Account Account Number
Services Firm      brokerage, mutual fund,
                   etc.)
------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

(Use Additional Sheet, if necessary)

|_| As of the date hereof, I hereby certify that I do not beneficially own any securities which require reporting under the Code of Ethics.

Sign Name Date

Print Name

19

Attachment B

PZENA INVESTMENT MANAGEMENT, LLC

Listing of Securities Holdings
(Annual)

I hereby certify that the following is a complete listing of all securities (other than non-affiliated mutual funds and other exempt securities as described in Section 7 of the Code of Ethics) beneficially owned (as defined in Section 4 of the Code of Ethics) by me as of the date hereof.

NOTE: The term: "securities" includes all stocks, bonds, mutual fund shares, derivatives, private placements, limited partnership interests, etc. Failure to fully disclose all securities will be considered a violation of the Code of Ethics. The information below must be current as of a date no more than 45 days prior to the date the Access Person submits this report.


Number of Shares or Name of Security Type of Security Principal Value of Bonds Year Acquired

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

----------------- ----------------- -------------------------- -------------

20

PZENA INVESTMENT MANAGEMENT, LLC

Listing of Securities Holdings
(Annual)

(Continued)

------------------ ------------------------- --------------- ---------------

Name of Financial  Type of Account (e.g.     Name on Account Account Number
Services Firm      brokerage, mutual fund,
                   etc.)
------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

------------------ ------------------------- --------------- ---------------

(Use Additional Sheet, if necessary)

|_| As of the date hereof, I hereby certify that I do not beneficially own any securities which require reporting under the Code of Ethics.

Sign Name Date

Print Name

21

Attachment C

Quarterly Holdings/Transaction Report

Date:_____________________________

Memo To:          Chief Compliance Officer


Memo From:        _______________________________
                  (Print Name)

Subject:          Personal Securities Transactions for the quarter ended
                  ____________, ________


I acknowledge that I have read, understand and have abided by the Code of Ethics of Pzena Investment Management (the "Code"). In accordance with the Code, I certify the following:

(Check One)

[ ] I do not have any accounts or transactions, which require reporting under the Code for the quarter ended ________, ____.

[ ] You are set up to receive duplicate copies of my monthly/quarterly statements directly from my broker(s) and any transactions I have effected will be reflected in those statements. If you did not receive these statements, please let me know and I will provide copies.

[ ] I have appended copies of my monthly/quarterly statements for the quarter that reflect all transactions effected and I will ensure that future monthly statements are sent directly to you.


Signature

22

Attachment D

SECURITIES TRANSACTION PRE-CLEARANCE REQUEST FORM
PZENA INVESTMENT MANAGEMENT, LLC

REQUEST FOR PERMISSION TO ENGAGE IN PERSONAL TRANSACTION

I hereby request permission to effect a transaction in the security indicated below for my own account or other account in which I have a beneficial interest or legal title.

The approval will be effective only for a transaction completed prior to the close of business on the day of approval. Any transaction, or portion thereof, not so completed will require a new approval.

Note: A separate form must be used for each security transaction.


A. TRANSACTION INFORMATION

(Check One)

Purchase:________ Sale:_______* Gift/Donation:_______ Short Sale:______

Buy to Cover Short:_____

Name of Security____________________________ Ticker Symbol _________________

Number of Shares or Unit Price Total Price Principal Amount

*If sale, date acquired:____________________ ##Note: All short-term profits realized from the purchase and sale and sale and purchase of securities which are the same (or equivalent) securities purchased or sold by or on behalf of the mutual fund clients and/or other advisory client accounts of PIM within 60 calendar days must be disgorged.

For Option Transactions Only:     Put_____   Call______   Strike Price ______

                                  Expiration Date_______

For Note/Bond Transactions Only:  CUSIP#_________   Maturity Date_______

Coupon Rate________


B. OPPOSITE SIDE TRANSACTIONS

1. The securities transaction for which I am seeking pre-clearance is a so-called "opposite side" trade.

(Check One)
_____ Yes
_____ No (If yes is checked, obtain initials of Richard S. Pzena here _____).

2. My transaction is an opposite side trade because:

_____ Our model lists the security as a buy or add for clients and I wish to sell

_____ Our model lists the security as a sell or trim for clients and I wish to buy

_____ The security is held in a client portfolio and I wish to sell it

_____ Other -Describe here _________________________________________________ (e.g., my transaction involves a short sale of a portfolio position).

3. I am an Investment Person, a person in a Control Relationship with the Adviser or the analyst or trader who is directly responsible for the Security that is the subject of the proposed transaction (Check One) ____ Yes _____ No (If yes is checked, please complete both a and b below):

23

a. Does your knowledge about the Security and its issuer give you reason to believe that the stock is likely to result in a model change, or a new purchase or sale for any of our client portfolios within the next 5 business days. (Check One) ______ Yes ______ No

b. Obtain initials of Lisa Roth here _____).


C. OTHER INFORMATION

1. Is the stock in our large cap or small cap stock universes? (Check One) _____ Yes _____ No (If yes is checked, obtain initials as follows: Tony Despirito (for large cap) ____ Ben Silver (for small cap) _____).

2. The total market cap of the Security is $_____________million
(source:_______________)

3. The average daily trading volume of the Security for the 5 immediately preceding days is _________ shares.

4. The Security is involved in an initial public offering (IPO) (Check One) _____ Yes _____ No

5. The Security is a private placement? (Check One) _____ Yes _____ No If "yes" is checked, contact the Chief Compliance Officer before placing a trade or proceeding with approval. Copies of offering documents and subscription materials for the Security must be provided to the Chief Compliance Officer for review before approval for trade will be considered.


D. SIGNATURES

I am familiar with and agree to abide by the requirements set forth in the Code of Ethics and particularly with the following (I understand and agree that capitalized terms used herein without definition shall have the same meaning herein as is assigned to them in the Code of Ethics):

1. In the case of a purchase of securities which are the same (or equivalent) securities purchased or sold by or on behalf of the Funds and/or other advisory accounts of the Adviser, I agree that I will not sell the security for a minimum of sixty days from the date of the purchase transaction.

2. I am aware that except in limited circumstances, it shall be a violation of the Code of Ethics if the Funds and or other advisory clients of the Adviser buy or sell the same security within five (5) days preceding or subsequent to my transaction.

Date_________________ Your Signature: _____________________________

Print Name:__________________

PERMISSION: Granted _______ Denied _______

Date:___________________ Signature:_________________ Approving Officer**

Print Name:____________________________

Date:__________________ Signature:_________________ Chief Compliance Officer#@

Print Name:______________________________

** Must be Approved by Rich Pzena if transaction is an opposite side trade,
i.e., Question B.1. is answered "yes."

#@ Required only if transaction is a private placement, i.e., Question B.6. is answered "yes"

24

IMPORTANT REMINDER: ADVISE YOUR BROKER TO SUPPLY DUPLICATE COPIES OF CONFIRMATIONS OF ALL PERSONAL SECURITIES TRANSACTIONS AND DUPLICATE MONTHLY STATEMENTS FOR ALL PERSONAL SECURITIES ACCOUNTS TO: PZENA INVESTMENT MANAGEMENT, LLC, ATTN: CHIEF COMPLIANCE OFFICER, 120 WEST 45th Street, 34TH FLOOR, NEW YORK, NY 10036.

Checked for Completeness: ______________________________ Date:______________ Chief Compliance Officer

Date Stamp and Trader Initials Required (except for private placements): _______

25

Attachment E

Employee Certification

I have received and read the terms of the Third Amended and Restated Code of Ethics, and the Amended and Restated Insider Trading Policy effective July 1, 2004. I understand and recognize the responsibilities and obligations incurred by me as a result of my being subject to this Code of Ethics and Insider Trading Policy. I hereby certify that I have complied with each in all respects during the preceding year and I agree to continue to abide by both, as amended.


Print Name


Signature


Date

26

RCM logo

CODE OF ETHICS

RCM's reputation for integrity and ethics is one of our most important assets. In order to safeguard this reputation, we believe it is essential not only to comply with relevant US and foreign laws and regulations but also to maintain high standards of personal and professional conduct at all times. RCM's Code of Ethics is designed to ensure that our conduct is at all times consistent with these standards, with our fiduciary obligations to our clients, and with industry and regulatory standards for investment managers.

The basic principles underlying RCM's Code of Ethics are as follows:

o We will at all times conduct ourselves with integrity and distinction, putting first the interests of our clients.

o Even if our clients are not harmed, we cannot take inappropriate advantage of information we learn through our position as fiduciaries.

o We must take care to avoid even the appearance of impropriety in our personal actions.

The Code of Ethics contains detailed rules concerning personal securities transactions and other issues. In addition, the Code of Ethics sets forth the general principles that will apply even when the specific rules do not address a specific situation or are unclear or potentially inapplicable.

Although the Code of Ethics provides guidance with respect to many common types of situations, please remember that the Code of Ethics cannot address every possible circumstance that could give rise to a conflict of interest, a potential conflict of interest, or an appearance of impropriety. Whether or not a specific provision of the Code applies, each employee must conduct his or her activities in accordance with the general principles embodied in the Code of Ethics, and in a manner that is designed to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility. Technical compliance with the procedures incorporated in the Code of Ethics will not insulate actions that contravene your duties to RCM and its clients from scrutiny and, in some cases, liability. Each employee should consider whether a particular action might give rise to an appearance of impropriety, even if the action itself is consistent with the employee's duties to RCM and its clients. Therefore, to protect yourself and the firm, please be alert for the potential for conflicts of interest, and please consult the Compliance Department whenever questions arise concerning the application of the Code of Ethics to a particular situation.

(c) RCM Capital Management, LLC


TABLE OF CONTENTS

1.       Introduction..........................................................1

2.       Persons Covered by the Code of Ethics.................................2

3.       Rules Pertaining to Personal Securities Trading.......................2

     3.1 General Rules Regarding Personal Securities Trading...................3

3.2       Excessive Trading in Open-End Mutual Funds...........................3

3.3      The Pre-Clearance Process for Personal Securities Transactions........4

         3.3.1 Required Approval -- Equity and Equity-Related Securities.......5

         3.3.2 Required Approval -- Fixed Income Securities....................5

         3.3.3 Trading Date         ...........................................6

3.4      Special Situations         ...........................................7

3.4.1    Special Types of Securities...........................................7

3.4.1.1  Exempted Securities        ...........................................7

3.4.1.2  Open-End Mutual Funds in which  RCM is the Sub-Adviser................8

3.4.1.3  Derivative Instruments     ...........................................8

3.4.1.4  Stock Index Futures        ...........................................9

               3.4.1.5 Limited and General Partnership Interests.............. 9

         3.4.2  Special Types of Transactions................................. 9

              3.4.2.1       Private Placements................................ 9

              3.4.2.2       Limit, GTC and Stop Loss Orders...................10

              3.4.2.3       Public Offerings..................................10

              3.4.2.4       Non-Volitional Transactions.......................11

              3.4.2.5       De Minimis Transactions in Certain Securities.....11

              3.4.2.6       Limited Exemption from the Blackout Periods.......12

              3.4.2.6      Other Special Transactions.........................13

              3.4.2.7       Gifts   ..........................................13

              3.4.2.8       Proprietary Accounts..............................13

4.1      Third Party Accounts       ..........................................14

4.2      Blackout Periods           ..........................................15

4.3      Ban on Short-Term Trading Profits....................................16

4.4      Fiduciary Responsibility to Clients..................................18

4.5      Technical Compliance is Not Sufficient...............................18

4.6      Reporting Personal Securities Transactions...........................19

         4.6.1      Pre-Clearance Forms.......................................19

         4.6.2      Duplicate Brokerage Confirmations.........................19

         4.6.3      Quarterly Reports of Transactions.........................20

         4.6.4      Initial and Annual Personal Holdings Report...............20

5.       What Beneficial Ownership Means......................................21

6.       Other Conflicts of Interest..........................................21

6.1.     Providing Investment Advice to Others................................21

6.2.     Favoritism and Gifts       ..........................................22

6.3.     Disclosure of Interests of Members of Immediate Family...............22

6.4.     Disclosure of Information Concerning Securities Recommendations and
         Transactions   ......................................................22

6.5.     Prohibition on Serving as a Director.................................22

6.6.     Insider Trading            ..........................................23

7.       Potential Consequences of Violations; Responsibilities of
         Supervisors   .......................................................23

8.       Questions Concerning the Code of Ethics..............................23

9.       Forms To Be Executed       ..........................................24


EXHIBITS

Exhibit A         Personal Securities Transaction Pre-Clearance

Exhibit B         Third Party Account Certification

Exhibit C         Trading Accounts

Exhibit D         Quarterly Transaction Report

Exhibit E         Personal Holdings Report

Exhibit F         30-Day Notification Form

Exhibit G         Acknowledgment


INTRODUCTION

RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, LLC, and Pallas Investment Partners, L.P., (all of which are referred to in the Code of Ethics collectively as "RCM") and their employees owe fiduciary duties to their clients under the laws of the United States, Australia, Germany, Hong Kong, Japan, the United Kingdom and other countries. These fiduciary duties require each of us to place the interests of our clients ahead of our own interests in all circumstances. Due to the special nature of some of our clients, special rules may also apply in some circumstances. These rules are discussed in more detail below.

An integral part of our fiduciary duty is the obligation to avoid conflicts of interest.(1) As a basic principle, you may not use your position, or information you learn at RCM, so as to create a conflict or the appearance of a conflict between your personal interests and those of RCM or any RCM client. A conflict of interest (or the appearance of a conflict of interest) can arise even if there is no financial loss to RCM or to any RCM client, and regardless of the motivation of the employee involved.

The potential for conflicts of interest is apparent with respect to personal securities transactions, but conflicts of interest can arise in a variety of situations. Some of the more common examples are described in this Code of Ethics. The rules contained in the Code of Ethics are designed to minimize conflicts of interest and to avoid potential appearances of impropriety. As a result, all employees and members of their immediate families are required to adhere carefully to the elements of the Code of Ethics that are applicable to them. Compliance with RCM's Code of Ethics is a condition of employment. The sanctions that may result from violations of the Code of Ethics, which can include fines and/or dismissal, are outlined below.

Compliance with the Code of Ethics and interpretation of its requirements is the responsibility of RCM's Compliance Department, subject to the oversight of RCM's Compliance Committee. If you have questions about whether a conflict of interest exists in a particular situation, or if you have questions relating to the requirements of the Code of Ethics, please contact the Compliance Department. Also, if you believe that you have violated any of the requirements in the Code of Ethics, you should contact the Compliance Department immediately.

Industry standards pertaining to matters such as personal securities trading can change over time, and RCM is committed to maintaining high ethical standards for itself and its employees. Therefore, RCM reserves the right to change any or all of the requirements of the Code of Ethics from time to time, as RCM deems


(1) As used in this Code of Ethics, "Conflict of Interest" includes any conduct that is prohibited by Rule 204A-1 under the Investment Advisers Act of 1940 and by Rule 17j-1(b), as amended, under the Investment Company Act of 1940.

1

necessary or appropriate. RCM also reserves the right, when in its judgment particular circumstances warrant, to impose more stringent requirements on particular employees or on all employees generally, or to grant exceptions to the requirements of the Code of Ethics in circumstances in which it believes an exception is warranted.

PERSONS COVERED BY THE CODE OF ETHICS

The provisions and requirements of the Code of Ethics apply to all officers, directors, and employees of RCM. The Code of Ethics also applies to all temporary employees and all contractors who work on RCM's premises, or who have access to RCM's computer systems. In addition, special rules apply to transactions by or through proprietary accounts and benefit plans sponsored by RCM.

All of the provisions and requirements of the Code of Ethics, including the rules pertaining to pre-clearance of personal securities transactions, also apply to persons who are closely connected to RCM directors, officers and employees. Examples of closely connected persons include any family member who is presently living in your household, or to whose financial support you make a significant contribution, and trusts or estates over which you have investment control. In case of any doubt, please contact the Compliance Department.

Although persons who are not closely connected to you are not required to comply with the pre-clearance and other procedures contained in the Code of Ethics, such persons may not take improper advantage of information that they may receive from you regarding the activity or holdings of RCM clients. In addition, it would be a violation of the Code of Ethics and potentially a violation of RCM's Policies and Procedures Designed to Detect and Prevent Insider Trading (the "Insider Trading Policy") for any RCM employee to arrange for a friend or relative to trade in a security in which that RCM employee would be precluded from trading for his or her own account. It may also be a violation of the Code of Ethics or the Insider Trading Policy for a RCM employee to give information about the activity or holdings of RCM clients to any person for the purpose of facilitating securities trading by that person. RCM reserves the right, when RCM deems it necessary or appropriate, to apply the requirements of the Code of Ethics to persons who are not necessarily members of your "immediate family," as defined in the Code of Ethics.

RULES RELATING TO PERSONAL SECURITIES TRANSACTIONS

Personal securities trading by investment management personnel has come under intensive scrutiny over the last several years, and the SEC has pursued several highly publicized enforcement actions. The SEC, the Investment Company Institute
(the "ICI"), and the Association for Investment Management and Research ("AIMR")
have all published reports and established standards regarding personal securities trading by the staffs of investment management firms. In addition,

2

the SEC has adopted rules that apply to personal securities trading by RCM personnel. As a result, all RCM employees should be careful to conduct their personal securities transactions in accordance with all of the requirements of the Code of Ethics.

GENERAL RULES REGARDING PERSONAL SECURITIES TRADING

You and persons closely connected to you(2) must conduct your personal securities trading in a manner that does not give rise to either a conflict of interest, or the appearance of a conflict of interest, with the interests of any RCM client, including the Funds. Please bear in mind that, if a conflict of interest arises, you may be frozen in, or prohibited from trading, securities in which you have an existing position. Any losses suffered due to compliance with the requirements of the Code of Ethics are the employee's sole responsibility. Each employee should evaluate this risk before engaging in any personal securities transaction.

The rules regarding personal securities transactions that are contained in the Code of Ethics are designed to address potential conflicts of interests and to minimize any potential appearance of impropriety. These rules include the following:

o Pre-clearance of personal securities transactions

o Exemption for certain types of securities, and certain types of transactions

o Review of duplicate brokerage confirmations

o Prohibition on personal securities transactions during a "blackout period" before and after client trades

o Ban on short-term trading profits

o Quarterly reporting of personal securities transactions

o Securities Holdings Reports, upon employment and annually thereafter.

The details regarding each of the rules with respect to personal securities transactions are discussed in greater detail below.

EXCESSIVE TRADING IN OPEN-END MUTUAL FUNDS

Excessive trading(3) in open-end mutual funds for which RCM serves as the adviser or sub-adviser is strictly prohibited. Such activity can raise transaction costs for the funds, disrupt the fund's stated portfolio management


(2) This Code of Ethics frequently describes the responsibilities of employees. However all references to employees are intended to include persons closely connected to them.
(3) Excessive trading will be defined by the Compliance Committee in its sole discretion. However, no employee may engage in roundtrip transactions that are in excess of a fund's stated policy as disclosed in its prospectus. One roundtrip transaction is typically a purchase, a sale and then a subsequent repurchase of the same mutual fund.

3

strategy, require a fund to maintain an elevated cash position, and result in lost opportunity costs and forced liquidations. Excessive trading in open-end mutual funds can also result in unwanted taxable capital gains for fund shareholders and reduce the fund's long-term performance.

THE PRE-CLEARANCE PROCESS

As noted above, in order to avoid conflicts of interest, RCM requires written pre-clearance of purchases and sales of all publicly or privately held securities (including limited partnership interests and derivative instruments) that are or would be beneficially owned by its employees. This pre-clearance requirement is intended to protect both RCM and its employees from even the potential appearance of impropriety with respect to any employee's personal trading activity. Whether or not you pre-clear a personal security transaction, if it is later determined that RCM was buying or selling that security (or other securities of the same issuer, or related derivative securities) for one or more clients on that day, you may be required to cancel, liquidate or otherwise unwind your trade.

The pre-clearance requirement applies to all securities, including stocks, bonds, unit trusts, partnership and similar interests, notes, warrants, or other related financial instruments such as futures and options. Pre-clearance also is required for transactions in instruments issued by foreign corporations, governments, states, or municipalities. Specific exceptions to the pre-clearance requirement are listed below. If you have any doubt as to whether the pre-clearance requirement applies to a particular transaction, please check with the Compliance Department before entering into that transaction.

The pre-clearance requirement is satisfied when either the Compliance Department confirms to the employee that their request to purchase or sell a security has been granted via the On-line Pre-Clearance Process, or when the appropriate Personal Securities Transaction Pre- Clearance Form for Partnerships and LLCs
(Exhibit A-2) or Secondary Public Offerings and Private Placements (Exhibit A-3)
has been completed. The procedures for using the On-line Pre-clearance Process can be obtained from the Compliance Department. RCM and all employees must treat the pre-clearance process as confidential and not disclose any information except as required by law or for appropriate business purposes.

Please remember that pre-clearance is not automatically granted for every trade. For example, if RCM is considering the purchase of a security in client accounts, or if an order to effect transactions in a security for one or more client accounts is open (or unfilled) on the trading desk, pre-clearance will be denied until RCM is no longer considering the purchase or sale of the security, or the order is filled or withdrawn, and until the applicable blackout period has ended.

In addition, please remember that pre-clearance is only given for the specific trade date, with the exception of limit orders. You may not change the trade date, and you may not materially increase the size of your order or limit price, without obtaining a new pre-clearance. You may, however, decrease the size of your trade without obtaining a new pre-clearance. Moreover, you need not place an order for which you have obtained pre-clearance. If you choose not to place

4

that order, however, you must obtain a new pre-clearance if you change your mind on a later date and wish to then enter the order.

Failure to obtain appropriate pre-clearance for personal security transactions is a serious breach of RCM rules. Employees are responsible for compliance with the Code of Ethics by persons closely connected to them. If you fail to obtain pre-clearance, or if your personal transaction in a particular security is executed within the applicable blackout period, you may be required to cancel, liquidate, or otherwise unwind that transaction. In such event, you will be required to bear any loss that occurs, and any resulting profit must be donated to a charity specified by RCM (with suitable evidence of such donation provided to RCM) or forfeited to RCM, in RCM's discretion.

All violations of the pre-clearance requirement will be reported to RCM management (including the RCM Compliance Committee) and, when appropriate, to the applicable Board of Directors of a funds of which RCM serves as the adviser or sub adviser. Violations may subject you to disciplinary action, up to and including discharge. The disciplinary action taken will depend on all of the facts and circumstances.

In addition, all violations of the Code of Ethics will be reported to your supervisor for their consideration during RCM's annual performance appraisal process. Violations may result in a reduction of your overall performance rating.

Required Approval -- Equity and Equity-Related Securities

For proposed transactions in common stocks, preferred stocks, securities convertible into common or preferred stock, warrants and options on common or preferred stocks, or on convertible securities the Compliance Department will receive the prior approval of each of the following persons before confirming to the employee that the proposed transaction has been approved:

1. The Head of Equity Trading or such person as he or she may designate during his or her absence.

2. An appropriate representative from the investment management staff ("Equity PMT") who covers that security (or who would cover that security if it were followed by RCM). For this purpose, members of Equity PMT should not pre-clear any proposed transaction if they believe that RCM may effect a transaction in the subject security within the next three (3) business days.

Required Approval -- Fixed Income Securities

For proposed transactions in corporate debt securities, foreign, state, or local government securities, municipal debt securities, and other types of debt securities (or options or futures on these types of securities), the Compliance Department on behalf of RCM's employees will receive the prior approval of a fixed income manager or Caywood-Scholl Capital Management as appropriate. For this purpose, the fixed income portfolio manager or Caywood-Scholl Capital Management should not pre-clear any proposed transaction if they believe that

5

RCM may effect a transaction in the subject security within the next three (3) business days.

As appropriate, members of the Equity PMT, the fixed income manager or Caywood-Scholl Capital Management may pre-clear, respectively, equity or fixed income security. Other Portfolio Managers and Research Analysts may pre-clear for sectors, regions or securities for which they have actual responsibility. Authorization to pre-clear employee transactions may change from time to time. While the Compliance Department will avoid such conflicts, as a general rule, no person may pre-clear for himself or herself, and no person may pre-clear in more than one capacity.

The Compliance Department will retain documentation evidencing who pre-cleared each employee transaction.

Trading Date

You must initiate all trading instructions on the date that you list as the proposed trade date. If for some reason you cannot initiate trade instructions on that date, you must resubmit your pre-clearance request to the Compliance Department for their review and possible approval. Trades that are initiated after the close of the New York Stock Exchange (1:00 P.M. in the Pacific Time zone) typically are not executed on that day; therefore, the Compliance Department will treat such trades as having been initiated on the following business day.

Ordinarily, the date on which you initiate your trade instructions should be the date on which the trade is actually executed. However, there are several exceptions to this general rule. The first involves limit, good-till-cancelled ("GTC"), and stop-loss orders. For purposes of the Code of Ethics, the trading date for a limit, GTC or a stop-loss order is the date on which you give the order to your broker, not the date on which the order is finally executed in accordance with your instructions. Therefore, if your limit, GTC or stop-loss order is entered with the broker in accordance with the pre-clearance requirements and consistent with the applicable blackout period, the subsequent execution of that trade will satisfy the requirements of the Code of Ethics, even if RCM subsequently enters trades for client accounts that are executed on the same day as your limit, GTC or stop-loss order is executed. Limit, GTC and stop-loss orders are discussed in greater detail below.

Another exception involves instructions issued by mail. For example, you may subscribe to a limited partnership by mailing in a check and a subscription form. Or you may issue instructions to purchase additional shares through a dividend reinvestment program by mailing a check to the transfer agent. In such cases, the date on which you mail the instruction is treated as the trading date for purposes of the Code of Ethics, unless you modify or cancel the instructions prior to the actual trade. And, for purposes of the applicable blackout period, the date of your trade will be deemed to be the date on which your instructions were mailed, not the date on which the trade was executed.

In some cases, you may place an order for securities where the proposed trading date has not yet been established by the seller or issuer. In such cases, you should indicate, when you are requesting pre-clearance approval, that the

6

trading date will be the date on which the seller or issuer finalizes the trade. However, if the trade is part of a secondary public offering of securities, such trades must not conflict with RCM client trades. Therefore, if RCM subsequently places an order for those securities on behalf of client accounts, you will be required to cancel or unwind your trade.

SPECIAL SITUATIONS

From time to time, a variety of special situations can arise with respect to personal securities transactions. Based on our experience, the Code of Ethics has been tailored to accommodate the particular circumstances that may arise, and to create detailed rules that should apply in these special situations. These special situations fall into two broad categories: special types of securities, and special types of transactions.

Special Types of Securities

Personal securities transactions in certain types of instruments are not covered by all of the requirements of the Code of Ethics. A description of these instruments is set forth below. If you have any doubt as to whether transactions in a particular type of instrument must be pre-cleared, please check with the Compliance Department before the transaction.

Exempted Securities. The Code of Ethics does not apply to any of the following types of securities or instruments ("Exempted Securities"). As a result, you may engage in these transactions in any Exempted Security without obtaining pre-clearance. Except for transactions involving instruments issued by the national governments of Germany, Japan, and the United Kingdom, transactions in Exempted Securities need not be reported on your quarterly personal securities transaction report. Furthermore, the other requirements of the Code of Ethics, such as the 60-day holding period requirement and the so-called "blackout period", do not apply to Exempted Securities. These securities and instruments include the following:

|X> Shares of registered open-end mutual funds and money market funds, except funds sponsored by Allianz Global Investors and its affiliates and those open-end mutual funds advised or sub advised by RCM.

|X> Treasury bonds, Treasury notes, Treasury bills, U.S. Savings Bonds, and other instruments issued by the U.S. Government, and similar instruments issued by the national governments of Germany, Japan, and the United Kingdom;

|X> High quality, short-term debt instruments issued by a banking institution, such as bankers' acceptances and bank certificates of deposit;

Similarly, the Code of Ethics does not apply to trades in derivatives based on any of these securities, except as discussed below.

7

Open-End and Closed-End Mutual Funds Advised or Sub Advised by AGI or its Affiliates. A 30-day holding period applies to all active purchases of the funds sponsored by Allianz Global Investors and its affiliates, including any open-end or closed-end mutual funds advised or sub advised by RCM. This holding restriction does not apply to automatic contributions to your AGI
401(k)/Retirement Plan or automatic reinvestments of dividends, income or interest received from the mutual fund.

All transactions in these funds must be executed in a brokerage account that has been disclosed to the firm, in your AGI 401(k)/Retirement Plan, or in your Deferred Compensation Plan. No transactions in these funds can be executed directly through the applicable mutual fund sponsor. The list of the funds RCM and affiliates currently manage is included on the Compliance Department's Intranet Site under Funds Managed by RCM.

You must report all such transactions on your quarterly personal securities transaction report and report all such holdings on your annual holdings report. There are no reporting requirements for any such mutual fund transaction executed through or holdings held in the AGI 401(k)/Retirement Plan or Deferred Compensation Plan.

While open-end mutual funds advised or sub-advised by AGI or its affiliates do not require pre-clearance approval, closed-end mutual funds managed by AGI or its affiliates do. If you would like to purchase or sell a closed-end mutual fund managed by AGI or its affiliates, please contact the Compliance Department to obtain the necessary form. Derivative Instruments. The same rules that apply to other securities apply to derivative instruments, such as options, futures, and options on futures. If the instrument underlying a derivative instrument is an instrument to which the requirements of the Code of Ethics would otherwise apply, you must satisfy the same pre-clearance procedures as if you were trading in the underlying instrument itself. Therefore, as an example, you must pre-clear transactions in options on securities, other than options and futures on Exempted Securities. (Options and futures on government securities are not subject to the pre-clearance requirements, but should be reported on your quarterly report of personal securities transactions.) Transactions in derivative instruments based on broad-based indexes of securities, such as stock index options or stock index futures need not be pre-cleared (see below.)

RCM employees should remember that trading in derivative instruments involves special risks. Derivative instruments ordinarily have greater volatility than the underlying securities. Furthermore, if RCM is trading in the underlying security on behalf of clients, you may be precluded from closing your position in a derivative instrument for a period of time, and as a result you may incur a significant loss. Such a loss would be solely your responsibility, and you should evaluate that risk prior to engaging in a transaction with respect to any derivative instrument.

8

In addition, derivative securities ordinarily expire at a stated time. If RCM is trading in the underlying security on behalf of clients around the time of expiration, you will be unable to sell that derivative instrument at that time, unless you have given your broker, in advance, a standing instruction to close out all profitable derivatives positions on the expiration date without any further instruction from you. In such an event, you must either (a) in the case of stock options, exercise the option on the expiration date (the exercise of an option is not subject to the requirements of the Code of Ethics), or (b) allow the derivative security to expire, subject to the usual rules of the exchange on which that instrument is traded.(4)

If you choose to exercise a stock option on expiration, you do not need to request pre-clearance approval from the Compliance Department. Please remember, however, that you may be required to make a substantial payment in order to exercise an option, and you must comply with the usual pre-clearance process in order to sell (or buy) the underlying security so acquired (or sold). When you request pre-clearance approval from the Compliance Department, for the underlying security, please notify the Compliance Department through email (via the "Employee Trading" email address) that the securities in question were acquired through the exercise of an option at expiration.

Stock Index Futures. The pre-clearance requirements of the Code of Ethics do not apply to purchases and sales of stock index options or stock index futures. However, such transactions must be reported on the Employee's quarterly personal securities transactions report.

Limited and General Partnership Interests. The requirements of the Code of Ethics, including the pre-clearance requirements, apply to the acquisition of limited and general partnership interests. Once you have obtained pre-clearance to acquire a general or a limited partnership interest in a particular partnership, you are not required to pre-clear mandatory capital calls that are made to all partners thereafter. However, you are required to pre-clear capital calls that are not mandatory, and you should report such acquisitions on your quarterly report of securities transactions and on your annual statement of securities holdings.

Special Types of Transactions

Special rules apply to certain types of transactions under the Code of Ethics. In some cases (such as non-volitional trades), you may engage in these transactions without obtaining pre-clearance. In other cases (such as private placements or public offerings), the rules that apply to these transactions are more stringent than the usual rules. These special types of transactions, and the rules that apply to them, are as follows:

Private Placements. Acquisition of securities in a private placement is covered by RCM's Code of Ethics, and is subject to special pre-clearance rules. Participation in a private placement must be pre-cleared in writing by a member


(4) In some cases, derivative instruments that are "in the money" will be automatically cashed out on expiration without any instruction from the holder of that security. Any action that is taken without instruction on your part does not require pre-clearance under the Code of Ethics.

9

of the Compliance Committee. No additional pre-clearance by the Trading Desk or by the Equity PMT is required. However, participation in a private placement will be promptly reported to your Division Head. A special pre-clearance form should be used for participation in private placements.

RCM employees may not invest in private placements if the opportunity to invest in that private placement could be considered a favor or gift designed to influence that employee's judgment in the performance of his or her job duties or as compensation for services rendered to the issuer. In determining whether to grant prior approval for any investment in a private placement, RCM will consider, among other things, whether it would be possible (and appropriate) to reserve that investment opportunity for one or more of RCM's clients, as well as whether the opportunity to invest in the private placement has been offered to the employee as a favor or a gift, or as compensation for services rendered.

In addition, investment personnel who have been authorized to acquire securities in a private placement must disclose that investment to their supervisor when they play a part in any subsequent consideration of an investment in any security of that issuer, if they still hold it. In such circumstances, any decision to purchase securities of that issuer should be subject to an independent review by investment personnel with no personal interest in the issuer, and with knowledge of the conflict of interest that may be present with respect to other investment personnel.

Limit, GTC and Stop Loss Orders. RCM employees are permitted to use limit, GTC and stop-loss orders for trading purposes. Limit, GTC and stop-loss orders must follow the usual pre-clearance mechanisms for personal securities transactions. In the case of a limit, GTC or a stop-loss order, however, the trading date is the date on which you place the order with your broker, subject to the price instructions that you have given to your broker, even if the trade is ultimately executed on a later date. If the limit, GTC or stop-loss order is not subsequently canceled or modified, but is executed without further instructions on a subsequent date, you do not need to obtain an additional pre-clearance. You should, however, report execution of that transaction on the appropriate quarterly personal securities transaction report. In addition, if you change the instructions related to any limit, GTC or stop-loss order (for example, if you change the limit price), you must obtain a new pre-clearance.

Limit, GTC and stop-loss orders create the potential for RCM employees to be trading in the same securities, at the same times, as RCM clients are trading in such securities. Because of this possibility, it is particularly important to be scrupulous about following the procedures regarding limit, GTC and stop-loss orders, and to obtain a new pre-clearance whenever you change the broker's instructions with respect to a limit, GTC or a stop-loss order. If you follow the appropriate procedures, and if the date on which you place the order does not fall within the applicable "blackout period" described below, you will not be deemed to have violated the Code of Ethics or required to break your trade if your limit order or stop-loss order is executed on the same day as trades in that security are executed on behalf of RCM clients.

10

Public Offerings. Public offerings give rise to potential conflicts of interest that are greater than those that are present in other types of personal securities transactions. As a result, the following rules apply to public offerings:

o Employees are prohibited from purchasing equity and equity-related securities in initial public offerings of those securities, whether or not RCM client accounts participate in the offering, except as described below.

o Employees are permitted to purchase equity and equity-related securities in secondary offerings if RCM client accounts do not hold the security, and if no RCM portfolio manager wishes to participate in the offering for client accounts.

o Employees are permitted to purchase equity and equity-related securities in rights offerings if the opportunity to purchase is extended equally to all holders of the company's common stock.

o Employees are permitted to purchase debt securities, such as municipal securities, in public offerings, unless RCM client accounts are participating in that offering. RCM employees cannot participate in any public offering for debt securities if RCM client accounts are participating in that offering. This limitation does not apply to auctions of Treasury securities.

o Employees are permitted to purchase certain types of equity and equity-related securities (i.e., limited partnership interests, REITs) in public offerings, if RCM ordinarily does not purchase those types of securities for client accounts and in fact is not participating in the offering for client accounts. A special pre-clearance form should be used for purchases of limited partnership interests. If you have any doubt as to whether you may purchase a particular security in a public offering, please check with the Compliance Department in advance.

o Any purchase of any security in a public offering, even if permitted under these rules, should be pre-cleared in writing by a member of the Compliance Committee, in addition to the normal pre-clearance procedures. For this purpose, it is sufficient if a member of the Compliance Committee signs the pre-clearance form in more than one capacity.

Non-Volitional Transactions. The pre-clearance requirements of the Code of Ethics do not apply to transactions as to which you do not exercise investment discretion at the time of the transaction. For example, if a security that you own is called by the issuer of that security, you do not need to pre-clear that transaction, and you may deliver that security without pre-clearance. Similarly, if an option that you have written is exercised against you, you may deliver securities pursuant to that option without pre-clearing that transaction. (If it is necessary to purchase securities in order to deliver them, though, you must pre-clear that purchase transaction.) Likewise, if the rules of an exchange provide for automatic exercise or liquidation of an in-the-money derivative instrument upon expiration, the exercise or liquidation of that position by the exchange does not require pre-clearance. Please remember, though, that you must report non-volitional trades on your quarterly personal securities transaction report form.

11

De Minimis Transactions in Certain Securities. You are not required to pre-clear de minimis transactions in certain highly liquid securities. Any de minimis transaction that you enter into would not be subject to the otherwise applicable "blackout period," described below. For this purpose, a de minimis transaction is defined to include the following:

o 5000 or fewer shares of any stock that is included in any of the following stock indices (each a "De Minimis Index"):

1. Top 250 companies of the S&P 500 Stock Index

2. The FTSE Global 100 Index

3. The Heng Seng Index.

The list of securities that are eligible for this exemption from pre-clearance and the applicable "blackout period" are included on the Compliance Department's Intranet Site under "De Minimis Transaction Securities". This list is updated on a quarterly basis. Only those securities included on the list will be exempt from the Code's pre-clearance and "blackout period" requirements.

o $100,000 or less of face value any obligation issues or guaranteed by the US government or any national government of a foreign country (including their agencies or instrumentalities).

o Registered Closed-end Mutual Funds for which RCM or an affiliate does not serve as Adviser or Sub-Adviser (See Page 8 for restrictions that apply to transactions in those closed-end mutual funds where RCM is the adviser or sub-adviser).

o Pre-approved "Exchange Traded Funds and other Commingled Products" (as defined below) that trade on U.S. markets.

The list of Exchange Traded Funds and other Commingled Products that are eligible for this exemption are included in the Compliance Department's Intranet Site under "De Minimis Transaction Securities". Only those securities included on the list will be eligible for this exemption from the Code's pre-clearance and "blackout period" requirements.

For purposes of this exemption, Exchange Traded Funds and other Commingled Products are defined as securities that either track a broad based index (S&P 500, Nasdaq 100, etc.) or represent a sufficiently broad basket of individual issuers' securities. Generally, at least 30 issuers will need to comprise such a basket, and no one issuer should account for more than 15% of the instrument, for it to be considered "sufficiently broad". If there is a security that you believe should be exempt that is not included on this list, please contact the Compliance Department so that they can determine whether it may be added to the list.

You must, however, report all such transactions on your quarterly personal securities transaction report and all holdings on your annual holdings report. It is your responsibility to make certain that the company or instrument in question is included in a De Minimis Index or is included in the eligible list of "Exchange Traded Funds and other Commingled Products" prior to entering into a transaction.

12

Limited Exemption from the Blackout Periods for Liquidations: You may sell up to 5,000 shares of any security, and not be subject to the applicable blackout periods, so long as the following requirements are satisfied:

1. Such transactions may only be executed on dates pre-determined by the Compliance Department. These dates are posted on the Compliance Department's Intranet Site.

2. Written notification of such trades must be submitted to the Compliance Department at least 30 days prior to the pre-determined trade dates. Written notification must be provided using the form attached as Exhibit F.

3. If your order is not completed by your broker on a pre-determined trade date, you must cancel the remaining uncompleted order.

4. You can only provide notification of up to 6 transactions each calendar year regardless of whether or not the orders are executed.

Other Special Transactions. Special rules also apply to tender offers, participation in and purchases of securities through dividend reinvestment plans and periodic purchase plans, the receipt of stock dividends, the exercise of options or other rights. If you wish to participate in these plans or transactions (or similar plans or transactions), please contact the Compliance Department.

Gifts. Gifts of securities fall into two broad categories: (i) gifts of securities made to others; and (ii) gifts of securities received.

Gifts of securities made to others, such as relatives or charities, are treated as a disposition of beneficial ownership, and must be pre-cleared like any other securities transaction prior to transfer of the securities. Of course, given the vagaries of the securities settlement system, it may not be possible to identify with precision the date on which a gift transfer will actually take place. For that reason, RCM may, in its discretion, waive certain technical violations of the pre-clearance requirement with respect to gifts of securities, if (i) the gift transaction was pre-cleared in advance, but transfer of the securities was delayed beyond the pre-clearance date, and the securities in question were not immediately sold by the transferee, or (ii) if the facts and circumstances warrant.

Gifts of securities received depend on the nature of the gift. In the ordinary case, if you receive securities as a gift, receipt of that gift is non-volitional on your part, and you cannot control the timing of the gift. Therefore, as a practical matter, you are not required to pre-clear receipts of securities in such cases. Please remember, though, that you cannot use the gift rules to circumvent the pre-clearance requirements. Therefore, if a gift of securities that you receive is not truly non-volitional, you must pre-clear that gift like any other securities acquisition.

13

Proprietary Accounts. Certain accounts, including the Deferred Compensation accounts and Caywood-Scholl Capital management Profit Sharing Account, are deemed by the SEC to be "proprietary" accounts. Unless these accounts trade on RCM's trading desk and are thus subject to the same policies and procedures as any client account, they are subject to the same rules as the personal accounts of employees. In addition, because these accounts are maintained on the records of RCM, reports of the activity of these accounts need not be filed on a quarterly or annual basis. For additional information about these accounts, please contact the Compliance Department.

Third Party Accounts

Situations sometimes arise in which you nominally have beneficial ownership over a particular account, but where in reality you do not exercise direct or indirect influence or control over that account, and where you provide no investment advice with respect to the investment decisions made with respect to that account. These accounts are referred to in the Code of Ethics as "Third Party Accounts". A RCM employee, with the prior approval (See Exhibit B) of the Compliance Department, may be exempted from pre-clearance with respect to transactions in a Third Party Account if certain conditions are met.

If you have a Third Party Account, and if you feel that compliance with the pre-clearance and/or quarterly reporting obligations would be burdensome and unnecessary, please see the Compliance Department. Determinations as to whether to grant a waiver from the Code of Ethics will be made on a case-by-case basis. Depending on all of the facts and circumstances, additional requirements may be imposed, as deemed necessary or appropriate. Notwithstanding this limited exception, RCM reserves the right at any time, in the discretion of the General Counsel, to require reports of securities transactions in any Third Party Account for any time period and otherwise to modify or revoke a Third Party Account exception that has been granted.

BLACKOUT PERIODS

Potential conflicts of interest are of particular concern when an employee buys or sells a particular security at or near the same time as RCM buys or sells that security for client accounts. The potential appearance of impropriety in such cases is particularly severe if that employee acts as the portfolio manager for the client accounts in question.

In order to reduce the potential for conflicts of interest and the potential appearance of impropriety that can arise in such situations, the Code of Ethics prohibits employees from trading during a certain period before and after RCM enters trades on behalf of RCM clients. The period during which personal securities transactions is prohibited is commonly referred to as a "blackout period."

The applicable blackout period will vary, depending on whether or not you are a portfolio manager.

If you are not a portfolio manager or analyst that effects transactions in portfolios the blackout period is the same day on which a trade is conducted, or on which an order is pending, for a RCM client. Therefore, as an example, if RCM

14

is purchasing a particular security on behalf of its clients on Monday, Tuesday, and Wednesday, you may not trade in that security until Thursday.

If you are a portfolio manager or analyst that effects transactions in portfolios the blackout period will depend on whether you manage Fund portfolios or separately managed client portfolios and on whether the security complies with the de minimis transaction exemption.

o For open-end and closed-end mutual funds ("Fund") subject to the requirements under the Investment Company Act of 1940, the blackout period is seven calendar days before and seven calendar days after any trade by a Fund for whose portfolio you have investment discretion and for which pre-clearance is required. Therefore, as an example, if the PIMCO RCM Mid Cap Fund purchases a particular security on Day 8, all individuals that have investment discretion over the Allianz RCM Mid Cap Fund would be precluded (with the exception of those securities not subject to the pre-clearance requirements) from purchasing or selling that security for their own accounts from Day 1 through Day 15.

o For separately managed client portfolios, the blackout period is one business day before and one business day after any trade by any such client portfolio for which you have investment discretion and for which pre-clearance is required. Therefore, as an example, if a client account trades in a particular security on Day 2, individuals who have investment discretion over that client account may not trade in that security on Day 1, Day 2, or Day 3.

o For those securities that comply with the de minimis transaction exemption, the blackout period is the same day as a trade in an account over which you have investment discretion.

For information concerning the application of these rules to the RCM Deferred Compensation Plan, please contact the Compliance Department.

RCM recognizes that the application of the blackout period during the period prior to a mutual fund's or a client's transactions poses certain procedural difficulties and may result in inadvertent violations of the Code of Ethics from time to time. Nevertheless, virtually every industry group that has examined the issues surrounding personal securities trading has recommended the imposition of a blackout period. As a result, employees should consider carefully the potential consequences of the applicable blackout period before engaging in personal securities transactions in securities which RCM holds, or might consider holding, in client accounts.

If a previously entered employee trade falls within the applicable blackout period, the employee must reverse that trade. If the trade can be reversed prior to settlement, the employee should do so, with the cost of reversal being borne by the employee. If the trade cannot be reversed prior to settlement, then the Compliance Department, at its discretion, can require the employee to engage in an offsetting transaction or may determine another appropriate method to resolve

15

the conflict; in such event, you will be required to bear any loss that occurs, and any resulting profit must be donated to a charity designed by RCM (with suitable evidence of such donation provided to RCM) or forfeited to RCM, in RCM's discretion. While the Compliance Department attempts to mitigate the possibility that any employee's transaction will conflict with this requirement, the employee assumes the risk once he or she initiates the execution of an order.

The blackout period does not apply to securities or transactions that are exempted from the requirements of the Code of Ethics or comply with the Limited Exemption from the Blackout Periods for Liquidations as described earlier in this Code. Thus, for example, the blackout period does not apply to transactions in U.S. government securities, or to non-volitional transactions. If you have any questions or doubts about the application of the blackout period to a particular situation, please consult the Compliance Department before you enter a trade.

BAN ON SHORT-TERM TRADING PROFITS

Short-term trading involves higher risks of front-running and abuse of confidential information. As a result, each employee's personal securities transactions should be for investment purposes, and not for the purpose of generating short-term trading profits. As a result, RCM employees are prohibited from profiting from the purchase and sale (or in the case of short sales or similar transactions, the sale and purchase) of the same (or equivalent) securities within 60 calendar days. Therefore, as an example, if you purchase a particular security on day 1 (after pre-clearing the transaction), you may sell that security on day 61 (again, after obtaining pre-clearance) and retain the profit. If you sell the security on day 60, however, you will be required to forfeit any profit from that purchase and sale. The Compliance Department will not review how long the employee has held each security before granting pre-clearance approval. As a result, it is the employee's sole responsibility to make sure that they comply with this requirement.

This prohibition does not apply to (i) securities that were not held by RCM during the 12 months preceding the proposed transaction; or (ii) securities and transactions, such as government securities and shares of money market funds and open-end investment companies that are generally exempt from the pre-clearance requirements of the Code of Ethics, including:

o Exempted Securities

o De minimis transactions involving obligations of the US government or the national government of any foreign country (including their agencies or instrumentalities)

o De minimis transactions involving a De Minimis Index at the time of the transaction

o Securities that were not held by RCM during the 12 months preceding the proposed transaction

16

o Transactions in closed-end or open-end mutual funds advised or sub-advised by RCM.

If a violation of this prohibition results from a transaction that can be reversed prior to settlement, that transaction should be reversed. The employee is responsible for any cost of reversing the transaction. If reversal is impractical or not feasible, then any profit realized on that transaction must be donated to a charitable organization (with suitable evidence of such donation provided to RCM) or forfeited to RCM, in RCM's discretion.

In certain instances, you may wish to sell a security within the 60-day holding period and to forfeit any gain that you may have received with respect to that transaction. If that intention is disclosed to the firm, and if you do in fact forfeit any profit that you may have received, a sale within the 60-day period will not be considered a violation of the Code of Ethics. In addition, you may sell securities at a loss within the 60-day period (subject to pre-clearance if applicable) without violating the Code of Ethics.

Please remember that you can match transactions outside the 60-day holding period in order to avoid a violation of this provision. For example, if you purchase 100 shares of a security on day 1, and 100 more shares on day 200, you can sell up to 100 shares of the total 200 shares that you hold on day 250 (because you are matching the sale on day 250 against the purchase on day 1). If you sell 200 shares on day 250, though, any profit realized on the second 100 shares would be required to be disgorged.

This prohibition may, in many instances, limit the utility of options and futures trading, short sales of securities, and other types of legitimate investment activity. In order to ameliorate the effect of this prohibition, RCM will allow employees to "tack" holding periods in appropriate circumstances. For example, if you hold an option for 30 days, then exercise the option, and continue to hold the underlying security for 30 days, you will be permitted to "tack" (i.e., add together) the holding period of the option to the holding period of the security held through exercise of the option. Similarly, if you "roll" an option or a future that is due to expire shortly into the same option or future with a longer maturity by selling the expiring instrument and simultaneously buying the longer maturity instrument, you will be permitted to "tack" the holding period of the expiring option or future to the holding period of the longer maturity instrument.

Tacking rules are complex. To avoid situations that may require you to disgorge profits, we recommend consulting the Compliance Department in any instance in which you would seek to "tack" holding periods.

In addition, short-term trading profits may be realized unintentionally, if, for example, the issuer of a particular security calls that security or becomes the subject of a takeover bid. Dividend reinvestment of shares also may inadvertently create short-term trading profits. Exceptions to the prohibition on short-term trading profits will be permitted in cases involving non-volitional trades, but only if no abuse or circumvention of the policy is involved. For example, if you purchase a security that you are aware is the subject of a takeover, you may not be permitted to keep any short-term profit resulting from a subsequent involuntary sale of that security.

17

Other exceptions from the prohibition against short-term trading profits may be permitted in the discretion of the Compliance Committee when no abuse is involved and when the equities strongly support an exemption (for example, in the case of an unanticipated urgent need to liquidate securities to obtain cash, or where clients do not hold the securities in question).

FIDUCIARY RESPONSIBILITY TO CLIENTS

As noted above, RCM and its employees have a fiduciary responsibility to RCM's clients. We are required to avoid conduct that might be detrimental to their best interests, and we cannot place our own personal interests ahead of those of our clients.

In order to fulfill this duty to our clients, RCM, as a matter of policy, requires its employees to offer all investment opportunities to RCM's clients first, before taking advantage of such opportunities themselves. Therefore, before trading in any security that is not covered by a RCM analyst, or engaging in a transaction of limited availability, the Compliance Department, as part of the pre-clearance process, will ensure that the research analyst who would follow the security(5) (for equity securities) or any senior member of the fixed income manager or Caywood-Scholl Capital Management (for fixed income securities) is aware that you have identified a security or transaction of limited availability that you believe would be a good investment, and will if necessary ask you to explain the basis for your interest in that security. If, after receiving that information, the analyst, fixed income manager or Caywood-Scholl Capital Management does not wish to recommend that security for investment to RCM clients, you are free to trade, after securing the other necessary pre-approvals. If the analyst, fixed income manager or Caywood-Scholl Capital Management expresses an interest in that security or transaction, however, you must refrain from trading in that security or engaging in that transaction until a decision has been made as to whether to purchase that security for RCM clients. In some cases, you may be required to refrain from trading for several days, until a decision is made.

We recognize that this policy may make it more difficult for RCM employees to engage in certain personal securities transactions. Nevertheless, we believe that these rules will enhance the ability of RCM to fulfill its fiduciary responsibilities to our clients.

TECHNICAL COMPLIANCE IS NOT SUFFICIENT

As has been stated previously in this Code, RCM and its employees are fiduciaries subject to the highest standards of care and must always act in our clients' best interests. IT IS NOT APPROPRIATE TO RELY ON MERE TECHNICAL COMPLIANCE WITH THE RULES SET OUT IN THIS CODE. Moreover, the SEC and other regulators closely scrutinize personal securities transactions by investment


(5) In the event that the research analyst that would follow the security is not available, the Compliance Department will discuss the proposed investment with the Head of Research, or in his or her absence another senior member of the Equity Portfolio Management Team ("Equity PMT"). Research analysts seeking to purchase any security that they cover or would cover on behalf of RCM, but that they have not recommended for purchase in client accounts, should seek the approval of the Head of the Research Division or the Head of Equity prior to purchasing that security for their own account.

18

professionals to ensure that they conform to fiduciary principles. As a result you should always remember that we all have an obligation to put our client's interests ahead of our own in all circumstances.

REPORTING PERSONAL SECURITIES TRANSACTIONS

The Code of Ethics requires four types of reports concerning personal securities transactions. The four types of reports are as follows:

o On-line and/or hard copy pre-clearance forms;

o Duplicate brokerage confirmations and brokerage statements;

o Quarterly reports of transactions; and

o Initial and Annual Personal Holdings Reports.

Each of these reports is described in greater detail below.

All personal securities transaction reports are retained by RCM in a personal securities transactions file for each employee. If you would like to review your personal securities transactions file, please contact the Compliance Department.

Each employee's personal securities transactions file will be kept strictly confidential (although they may be disclosed to or reviewed with RCM's Compliance Committee or Senior Management). Accordingly, access to an employee's personal securities transactions file will be limited to members of the Compliance Department, the Compliance Committee, appropriate RCM management personnel, and RCM's outside counsel. In addition, please remember that RCM reserves the right, from time to time, to produce personal securities transactions records for examination by the Securities and Exchange Commission, the Federal Reserve Board, or other regulatory agencies, and may be required to provide them to other persons who are empowered by law to gain access to such materials.

Pre-Clearance Forms

Copies of all hard-copy pre-clearance forms and printouts of the emails from the Compliance Department granting pre-clearance approval are retained in each employee's personal securities transactions file, after they have been completed and reviewed. Copies of all hard-copy forms are also returned to the employee for his or her records.

Duplicate Brokerage Confirmations

RCM verifies compliance with the pre-clearance process by reviewing duplicate brokerage confirmations. Each employee must instruct each broker-dealer with whom he or she maintains an account, and with respect to all other accounts as to which the employee is deemed to have beneficial ownership, to send directly to the Compliance Department a duplicate copy of all transaction confirmations generated by that broker-dealer for that account. RCM treats these transaction

19

confirmations as confidential. In order to ensure that duplicate brokerage confirmations are received for all employee trading accounts, all employees are required to complete a Trading Account Form (see Exhibit C) and to submit an updated Trading Account Form within 10 days of an account's being added or deleted.

You and persons closely connected to you must disclose promptly every trading account that you maintain, and every new trading account that you open, to the Compliance Department. Employees are required to seek approval from RCM's Compliance Department prior to opening brokerage accounts with more than four different broker dealers.

Quarterly Reports of Transactions

The reporting and recordkeeping requirements of the SEC applicable to RCM as a registered investment adviser mandate that each officer, director, and employee of RCM (including the Directors) must file a Quarterly Securities Transaction Report (see Exhibit D) with the Compliance Department, within 30 days after the end of each quarter, whether or not the employee entered into any personal securities transactions during that quarter. The quarterly reporting process also enables RCM to double-check that all personal securities transactions have been appropriately pre-cleared and reported to RCM.

Initial and Annual Personal Holdings Reports

The pre-clearance and reporting process with respect to personal securities transactions is designed to minimize the potential for conflicts of interest between an employee's personal investing and investments made by RCM on behalf of its clients. However, potential conflicts of interest can arise when a RCM employee owns a security that the firm holds, or is considering buying, on behalf of any RCM client, even if the employee does not engage at that time in a personal securities transaction. As a result, the SEC has stated flatly that an investment adviser must require its employees to disclose all of their personal holdings upon their becoming employees and at least annually thereafter.

Initial disclosure of holdings information must be made within 10 calendar days of your being employed by RCM. Annual Personal Holdings Reports (See Exhibit E) and a confirmation of current brokerage accounts must be submitted to the Compliance Department by February 14 of each year and provide information as of a date not earlier than December 31 of the preceding year. Please note that this list must include holdings in Third Party Accounts, and must state the approximate value of the position. In general , the report need not include holdings of securities that are exempted from the requirements of the Code of Ethics, such as U.S. government securities or shares of open-end mutual funds. However, transactions involving sovereign debt issued by Germany, Japan or the United Kingdom must be reported. Please be aware that reports of personal holdings may be reviewed by the Compliance Committee and may be disclosed, when deemed necessary or appropriate, to members of the appropriate Portfolio Management Team, to appropriate members of RCM management, and/or to RCM's legal representatives.

20

WHAT BENEFICIAL OWNERSHIP MEANS

The Code of Ethics provisions concerning reporting and prior approval cover all transactions in securities in which you (or persons closely connected to you) have a direct or indirect beneficial ownership. The term "beneficial interest" is defined in the federal securities laws and includes more than an ordinary ownership interest. Because beneficial interest can be interpreted very broadly, if you have any question concerning whether you have a beneficial interest in a security you should contact the Compliance Department. However, in general, you may be deemed to have beneficial ownership under any of the following circumstances:

1. You have the power to sell or transfer the security or you have the power to direct the sale or transfer;

2. You have the power to vote the security or the power to direct the vote;

3. You have an economic interest in the security; or

4. You have the right to acquire, within 60 days, the power to sell, the power to vote, or an economic interest in the security.

OTHER CONFLICTS OF INTEREST

As noted earlier, conflicts of interest can also arise in situations not involving personal securities transactions. Some of the situations that have been encountered in the past are set forth below:

PROVIDING INVESTMENT ADVICE TO OTHERS

In order to avoid conflicts with the interests of our clients, you may not provide investment advice to anyone or manage any person's portfolio on a discretionary basis, except for RCM clients or members of your immediate family (as noted elsewhere, transactions by members of your immediate family are covered by the Code of Ethics). Thus, you should not give advice to anyone, other than members of your immediate family, concerning the purchase or sale of any security, and you should be especially cautious with respect to securities that are being purchased and sold (or are under consideration for purchase and sale) for RCM client accounts. In particular, you may not provide investment advice or portfolio management services for compensation to any person, other than a RCM client, under any circumstances, unless that arrangement is disclosed to and approved by RCM.

FAVORITISM AND GIFTS

21

You may not seek or accept gifts, favors, preferential treatment, or valuable consideration of any kind offered from certain persons because of your association with RCM. This prohibition applies to anyone who does business or is soliciting business with any RCM entity, as well as to any organization (such as a broker-dealer or other financial intermediary) engaged in the securities business. In addition, care should be taken to avoid the appearance of a conflict of interest that may have a potential negative impact on RCM or the recipient when giving a gift or providing entertainment to a third party. The details of this policy are explained more fully in RCM's Gift and Entertainment Policy, which is available on the Compliance Department's Intranet site and in RCM's Employee Handbook.

DISCLOSURE OF INTERESTS OF MEMBERS OF IMMEDIATE FAMILY

The potential for a conflict of interest also can arise if a member of your immediate family is employed in the securities industry, or has an economic interest in any organization with which RCM does business. If a member of your immediate family has such an employment relationship or such an economic interest, please notify the Compliance Department promptly.

DISCLOSURE OF INFORMATION CONCERNING SECURITIES RECOMMENDATIONS AND TRANSACTIONS

Except as may be appropriate in connection with your job responsibilities, you may not release information to any person not affiliated with RCM (except to those concerned with the transaction or entitled to the information on behalf of the client) as to the securities holdings of any client, any transactions executed on behalf of any client, or RCM's aggregate holdings in, or trading decisions or considerations regarding, any security. In particular, you must take special precautions not to disclose information concerning recommendations, transactions, or programs to buy or sell particular securities that are not yet completed or are under consideration, except (1) as necessary or appropriate in connection with your job responsibilities, (2) when the disclosure results from the publication of a prospectus, proxy statement, or other documents, as may be required under the federal securities laws, (3) in conjunction with a regular report to shareholders or to any governmental authority resulting in such information becoming public knowledge, (4) in conjunction with any report to which persons are entitled by reason of provisions of an investment management agreement or other similar document governing the operation of RCM, (5) as may otherwise be required by law, or (6) after the information is otherwise publicly available.

PROHIBITION ON SERVING AS A DIRECTOR

RCM employees are prohibited from serving on the board of directors of any organization without prior approval of RCM's Compliance Committee. Such approval will be given only where RCM believes that such board service will be consistent with the interests of RCM's clients. If board service is authorized, appropriate procedures will be implemented to ensure that confidential information is not obtained or used by either the employee or RCM.

22

INSIDER TRADING

All employees are required to comply with RCM's Insider Trading Policy. The Insider Trading Policy prohibits trading, either personally or on behalf of others, on material nonpublic information, or communicating such information to others who trade in violation of law (known as "insider trading" and "tipping"). Although the pre-clearance, reporting, and trade restriction requirements of the Code of Ethics apply only to trading by employees and their members of their immediate families, the insider trading and tipping restrictions reach beyond employees' immediate families to prohibit RCM employees from illegally profiting (or avoiding losses), or from funneling illegal profits (or losses avoided), to any other persons. They also prohibit RCM from insider trading or tipping in client accounts or the Funds. For more information, please consult the Insider Trading Policy or the Compliance Department.

POLITICAL CONTRIBUTIONS POLICY

Making Political Contributions

One of the objectives of RCM's Code of Ethics is to ensure that conflicts of interest do not arise as a result of an employee's position at RCM. Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest because of the ability of certain office holders to direct business to RCM. For example, significant contributions to any person currently holding a city, county or state position (Governor, or other state-wide office), or any candidate running for these offices may raise concerns. As a result, employees should seek approval from RCM's Compliance Department before making contributions over $500 to any person currently holding these positions or running for these positions. Employees are also encouraged to seek guidance for contributions to other political offices that may have the power to influence the choice of RCM to manage a public fund.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contribution to national political parties are permissible unless the candidate currently holds an office that may raise potential conflict of interest issues as described above.

Soliciting Political Contributions

In soliciting political contributions from various people in the business community, you must never allow the present or anticipated business relationships of RCM to be a factor in soliciting such contributions.

Please keep in mind that any political contributions that you make or solicit should be viewed as personal. Therefore, you should never use RCM letterhead for correspondence regarding these contributions.

23

POTENTIAL CONSEQUENCES OF VIOLATIONS;

RESPONSIBILITIES OF SUPERVISORS

RCM regards violations of the Code of Ethics as a serious breach of firm rules. Therefore, any employee who violates any element of the Code of Ethics (including the Gift Policy or Insider Trading Policy) may be subject to appropriate disciplinary action. Disciplinary action may include, but is not limited to, one or more of the following: 1) a written reprimand from RCM's Compliance Committee that is maintained in your employee file, 2) monetary fines, 3) restrictions placed on your ability to trade in your personal account(s) and 4) termination of employment. Moreover, all employees should be aware that failure to comply with certain elements of RCM's Code of Ethics may constitute a violation of federal and/or state law, and may subject that employee and the firm to a wide range of criminal and/or civil liability. Violations or potential violations of the Code of Ethics may be reported to federal or state authorities, such as the SEC.

In addition, the federal securities laws require RCM and individual supervisors reasonably to supervise employees with a view toward preventing violations of law and of RCM's Code of Ethics. As a result, all employees who have supervisory responsibility should endeavor to ensure that the employees they supervise, including temporary employees and contractors, are familiar with and remain in compliance with the requirements of the Code of Ethics.

QUESTIONS CONCERNING THE CODE OF ETHICS

Given the seriousness of the potential consequences of violations of the Code of Ethics, all employees are urged to act seek guidance with respect to issues that may arise. Resolving whether a particular situation may create a potential conflict of interest, or the appearance of such a conflict, may not always be easy, and situations inevitably will arise from time to time that will require interpretation of the Code of Ethics to particular circumstances. Please do not attempt to resolve such questions yourself. In the event that a question arises as to whether a proposed transaction is consistent with the Code of Ethics, please address that question to the Compliance Department before the transaction is initiated.

24

Although the Code of Ethics addresses many possible situations, other special situations inevitably will arise from time to time. If a particular transaction or situation does not give rise to a real or potential conflict of interest, or if appropriate safeguards can be established, the Compliance Department or the Compliance Committee may grant exceptions to provisions of the Code of Ethics. However, there can be no guarantee that an exception will be granted in any particular case, and no exception will be granted unless it is requested before you enter into a transaction.

FORMS TO BE EXECUTED

After you have read through all of the material included, please sign and return the acknowledgment to the Compliance Department (see Exhibit G). The Compliance Department has copies of the Personal Holdings Report available for your use. Authorization and reporting forms pertaining to securities transactions will be retained and will become a permanent part of your individual personal securities transactions file.

Last Rev. Jan. 05

25

EXHIBIT A-1

PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE FORM

Employee Name____________________________      Proposed Trade Date:
                                               Note: Trading is authorized only
                                               for this date.

I hereby certify as follows:

1. I am familiar with RCM's Code of Ethics, and this transaction complies in all material respects with that policy. I understand that failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary action.

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.

3. To the best of my knowledge, except as otherwise disclosed to the Compliance Department, RCM has no plans to purchase or sell securities of this issuer within three business days of the proposed trade date.

Signature________________________________ Date_______________________________

Security, Name or Description:__________________________________________________

Is this Security currently followed by a RCM analyst? _____ YES _____ NO

Is this transaction of limited availability? _____ YES _____ NO

Ticker Symbol:______________________

Market ___________ GTC/ Limit ____ Stop Loss _____

Buy or Sell:________________________________ Price:__________________________

AUTHORIZATION

EQUITY TRADING DEPARTMENT APPROVAL (All corporate securities, including derivatives of corporate securities). There are no orders pending for purchase or sale of the security for client accounts at this time.

Initials______________ Date__________________

ANALYST OR PMT APPROVAL (All securities).

1. I do not expect that this security will be recommended shortly for purchase or sale for client accounts.

2. In the event the above security is not currently followed by RCM, or is a transaction of limited availability, I believe the purchase of this security for RCM accounts is inappropriate.

                               Initials______________     Date__________________

COMPLIANCE DEPARTMENT APPROVAL (All securities)*

                               Initials______________     Date__________________

*NOTE: This approval should be obtained last.

A-1

EXHIBIT A-2

PERSONAL SECURITIES TRANSACTION PRE- CLEARANCE FORM

(Partnerships and LLCs)

Employee Name __________________________________________

I hereby certify as follows:

1. I am familiar with RCM's Code of Ethics, and this transaction complies in all material respects with that policy. I understand that failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary.

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.


Signature____________________________________ Date___________________________

Proposed Trade Date:

Transaction Type: Limited Partnership ________ General Partnership_______ Limited Liability Company________ Other _______

Security Name or Description: _______________________________________________

Number of Shares or Principal Amount:

Buy or Sell:______________________________________________

AUTHORIZATION

All Securities:

Compliance Committee Member           Initials______________     Date___________



Compliance Department                 Initials______________     Date___________
Approval*

*NOTE: This approval should be obtained last.

Last Rev. Jan. 05 A-2


EXHIBIT A-3

PERSONAL SECURITIES TRANSACTION PRE- CLEARANCE FORM

(Secondary Public Offerings and Private Placements)

Employee Name _________________________________________________________

I hereby certify as follows:

1. I am familiar with RCM's Code of Ethics, and this transaction complies in all material respects with that policy. I understand that failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary action.

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.

3. To the best of my knowledge, except as otherwise disclosed to the Compliance Department, RCM has no plans to purchase or sell securities of this issuer within three business days of the proposed trade date, and no RCM Account holds such security.

Signature________________________________ Date_______________________________

Proposed Trade Date:________________________ Note: Trading is authorized only for the proposed date.

Security Name or Description:___________________________________________________

Number of Shares or Principal Amount:

Secondary Offering:   ______________                 Private Placement:  ______

Market or Limit Order:______________________________    Buy or Sell:____________
================================================================================

                                  AUTHORIZATION

All Securities:

Compliance Committee Member Initials______________ Date_____________

Purchase of this security is not appropriate for RCM accounts because:_________ ___________________________________________________________________________.

Compliance Department Initials Date Approval*

*Note: This approval should be obtained last.

Last Rev. Jan. 05

A-3

EXHIBIT B

THIRD PARTY ACCOUNT CERTIFICATION

I hereby certify as follows:

1. Employees of RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, Inc., and Pallas Investment Partners, L.P. (collectively, " RCM"), have a fiduciary responsibility to the clients of their employer. In order to satisfy that fiduciary responsibility and to comply with the requirements of the federal securities laws, I understand that I must adhere to certain procedures with respect to personal securities transactions in which I have a direct or indirect beneficial interest, whether or not such procedures may be burdensome or costly.

2. I have read and understand the RCM Code of Ethics and hereby certify that I have complied with all provisions of the Code of Ethics since the date on which I first became employed by RCM, except as otherwise disclosed to the Compliance Department of RCM.

3. I have asked for a waiver from the pre-trading securities transaction authorization procedures with respect to the trades for the Third Party Account (as defined in the RCM Code of Ethics) of _______________________________.

4. I hereby certify that I exercise no direct or indirect influence or control over the investment decisions for the Third Party Account.

5. I certify that I have not, and will not, (i) engage in discussions concerning any action that RCM may or may not take with respect to any security with any person outside of RCM, including any member of my immediate family or any person(s) who has (have) direct or indirect influence or control over the investment decisions for the Third Party Account ("Control Persons"), while I am employed at RCM, or (ii) provide investment advice to the Control Persons.

EMPLOYEE:

_______________________________               _______________________________
       Date                                   (Name Please Print)



                                              _______________________________
                                              Signature


Last Rev. Jan. 05                      B-1

                                                        EXHIBIT C

                  LIST OF TRADING ACCOUNTS IN WHICH YOU HAVE DIRECT OR INDIRECT BENEFICIAL OWNERSHIP*
------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

                                                                                      Name of        Date Account
    Institution's Name          Institution's Address          Account Number      Account Holder     Established   Relationship
------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

------------------------- --------------------------------- -------------------- ------------------ -------------- --------------

Name of Employee _________________________________________________________________________________________
                                                       (Please Print)

I certify that I have disclosed to  RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, Inc. and
Pallas Investment Partners, L.P., all trading accounts in which I have a direct or indirect beneficial interest.

Signature __________________________________


Date:     _______________________________


-----------------------------
* Please list all accounts in which you have direct or indirect beneficial ownership (Beneficial ownership is explained in the Code
  of Ethics).

Last Rev. Jan. 05 C-1


EXHIBIT D

Print Name ______________________

                      QUARTERLY TRANSACTION REPORT
-------------------- ----------------- ---------------- -----------------
       1ST Q               2ND Q            3RD Q            4TH Q
-------------------- ----------------- ---------------- -----------------
                                  200_

I had no reportable security transactions for the shaded quarter above: _______________________________

Signature The following is a complete list of all security transactions

that are required to be reported under  RCM's
Code of Ethics for the shaded quarter above:     _______________________________

                                                             Signature

--------------------------------------------------------------------------------

           # OF SHARES                                  ACCOUNT
       --------------------
 DATE    BUY      SELL       PRICE       SECURITY       NUMBER     COMMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

















If any activity - Legal and Compliance Review:

Last Rev. Jan. 05 D-1


EXHIBIT E
PERSONAL HOLDINGS REPORT

I hereby certify that the following is a complete and accurate representation of my securities holdings as of __________________:

Print Name:
           ------------------------------------------

Signed:                                                    Date:
           ------------------------------------------            ---------------


1.   EQUITY AND EQUITY-RELATED INVESTMENTS

----------------------- ------------------------ ------------ ------------

   Issuer and Ticker       Nature of Investment     No. of     Principal
                                                    Shares      Amount
----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------

----------------------- ------------------------ ------------ ------------


Last Rev. Jan. 05                   E-1


2. FIXED INCOME INVESTMENTS (Debt Instruments)

------------- ---------------------- -------------------------------------------
                                         Market Value of Securities (Check One)
                                     -------------------------------------------
Issuer/Title   Nature of Investment  Less   $1,000              More       No
                                     than   - $5,000  $5,000 -  than      Value
                                     $1,000           $25,000   $25,000 Reported
------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

------------- ---------------------- ------ -------- --------- -------- --------

3. OTHER INVESTMENTS (Limited Partnerships, etc.)

---------- ---------------------- ------------------------------------------
                                     Market Value of Securities (Check One)
                                  ------------------------------------------
  Issuer    Nature of Investment  Less   $1,000             More        No
                                  than   - $5,000  $5,000 - than       Value
                                  $1,000           $25,000  $25,000 Reported
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------
---------- ---------------------- ------ -------- --------- ------- --------

---------- ---------------------- ------ -------- --------- ------- --------

            (To be signed and returned to the Compliance Department)

Last Rev. Jan 04 E-2


Exhibit F

30-Day Notification Form

Employee Name _________________________________________________

I hereby certify as follows:

1. I am familiar with RCM's Code of Ethics, and this transaction complies in all material respects with the Code. I understand that the failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary action.

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.

3. I agree to cancel or not execute my order on the Execution Date if (i) I become aware of any material non-public information concerning the issuer at any time prior to the execution of my order, (ii) there is any reason why this order may harm or disadvantage any portfolio managed by RCM, or
(iii) the execution of the order would give rise to an appearance of impropriety.

Signature______________________________ Date_________________________________

SELL ONLY

Security, Name or Description:__________________________________________________

Execution Date:______________________________

Ticker Symbol:_____________ Number of Shares:__________________________________

Last Rev. Jan 05 F-1


EXHIBlT G

ACKNOWLEDGEMENT

I have received a copy of the Code of Ethics of RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, Inc., and Pallas Investment Partners, L.P. I have read it and I understand it. As a condition of employment, I agree to comply with all of the provisions of the Code of Ethics and I agree to follow the procedures outlined therein, including, but not limited to, the personal security transactions prior approval and reporting requirements set forth therein. I also certify that I have complied with all of the provisions of the Code of Ethics since the date on which I first became employed by RCM, except as otherwise disclosed to the Chief Compliance Officer. I further certify that I have not exceeded the number of roundtrip transactions allowed in any mutual fund that I have invested in. I also certify that I have complied with RCM's Gift Policy and RCM's Insider Trading Policy since the date in which I first became employed by RCM. I authorize RCM Capital Management LLC, Caywood-Scholl Capital Management, Inc., and Pallas Investment Partners, L.P. and each investment company managed by any such entity (hereinafter all such entities collectively referred to as " RCM") to furnish the information contained in any report of securities transactions filed by me to such federal, state, and self-regulatory authorities as may be required by law or by applicable rules and regulations. Unless required to be disclosed by law, rule, regulation or order of such regulatory authority or of a court of competent jurisdiction, the information contained in such reports shall be treated as confidential and disclosed to no one outside RCM without my consent.

____________________________                   _______________________________
           Date                                          Name (Print)



                                               _______________________________
                                                     Signature of Employee

(To be signed and returned to the Compliance Department)

Page 1

State Street Global Advisors

SSgA Funds Management, Inc.

Code of Ethics

October 2005

SSgA logo

STATE STREET GLOBAL ADVISERS
SSgA Funds Management, Inc.


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:

o Each employee has a duty at all times to place the interests of our clients first;

o 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

o 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.


1

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.

2

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:

o 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;

o 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;

o 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);

o Investments in dividend reinvestment plans;

o Purchases or sales of variable and fixed insurance products and IRC Section 529 plans;

o Exercised rights, warrants or tender offers;

3

o General obligation municipal bonds, transactions in Employee Stock Ownership Programs ("ESOPs), and Share Builder and similar services; and

o 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

4

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:

o 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.

o 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.

o 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.

o 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.

o 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:

o Direct Obligations of any sovereign government or supra-national agency;

o Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

5

o Shares issued by open-end mutual funds and ETFs not advised or sub-advised by SSgA FM or certain affiliates;

o Investments in dividend reinvestment plans; and

o 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:

o 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;

o 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

o 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:

o Trade confirmation summarizing each transaction; and

o 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

6

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:

o 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;

o The nature of the transaction, (i.e., purchase, sale, or other type of acquisition or disposition);

o The price of the Security at which the transaction was effected;

o The name of the broker, dealer or bank with or through which transaction was effected; and

o 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:

o The name of the broker, dealer, or bank with whom the employee established the account;

o The date the account was established; and

o 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:

o The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect beneficial ownership;

o 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

7

o 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:

o Employees will not buy or sell securities (or recommend their purchase or sale) based upon "inside information."
o Employees will not sell State Street securities short.
o Employees will not engage in options trading or hedging transactions in State Street securities.
o Employees will not sell the securities of a customer short when we, as individual employees, are directly responsible for providing services to that customer.
o 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.
o Employees will not purchase securities of an issuer when State Street is involved in the underwriting or distribution of the securities.
o Employees will not buy or sell securities based upon our knowledge of the trading position or plans of State Street or a customer.
o 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.)
o 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.
o 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.
o 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.
o 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.

8

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:

o 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.

o 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.

o 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:

o Employees should avoid any excessive or disreputable entertainment that would reflect unfavorably on State Street;
o Employees do not offer or accept cash or its equivalent as a gift;
o 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;
o Employees fully, fairly and accurately account on the books and records of State Street for any expense associated with a gift or entertainment; and
o 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.

9

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:

o 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.
o 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.
o 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.
o 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.
o 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:

o A letter of censure to the violator;
o A monetary fine levied on the violator;
o Suspension of the employment of the violator;
o Termination of the employment of the violator;
o Civil referral to the SEC or other civil regulatory authorities determined by SSgA/SSgA FM; or
o Criminal referral - determined by SSgA/SSgA FM.

Examples of possible sanctions include, but are not limited to:

o A warning letter, with a cc: to the employee's manager, for a first time pre-clearance or reporting violation;
o Monetary fines and disgorgement of profits when an employee profits on the purchase of a security he/she should not purchase; and
o Recommendation for suspension or termination if an employee is a serial violator of the Code.

10

Appeals Process

If an employee decides to appeal a sanction, he/she should contact Human Resources.

11

Code of Ethics

July 1, 2006

This is the code of ethics of:

o John Hancock Advisers, LLC

o Sovereign Asset Management LLC

o each open-end and closed-end fund advised by John Hancock Advisers, LLC

o John Hancock Funds, LLC

(together, called "John Hancock Funds")

1. General Principles

Each person within the John Hancock Funds organization is responsible for maintaining the very highest ethical standards when conducting our business.

This means that:

o You have a fiduciary duty at all times to place the interests of our clients and fund investors first.

o All of your personal securities transactions must be conducted consistent with the provisions of this code of ethics that apply to you and in such a manner as to avoid any actual or potential conflict of interest or other abuse of your position of trust and responsibility.

o You should not take inappropriate advantage of your position or engage in any fraudulent or manipulative practice (such as front-running or manipulative market timing) with respect to our clients' accounts or fund investors.

o You must treat as confidential any information concerning the identity of security holdings and financial circumstances of clients or fund investors.

o You must comply with all applicable federal securities laws.

o You must promptly report any violation of this code of ethics that comes to your attention to the Chief Compliance Officer of your company.

The General Principles discussed above govern all conduct, whether or not the conduct is also covered by more specific standards and procedures in this code of ethics. As described below under the heading "Interpretation and Enforcement", failure to comply with the code of ethics may result in disciplinary action, including termination of employment.

2. To Whom Does This Code Apply?


This code of ethics applies to you if you are a director, officer or employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, John Hancock Funds, LLC or a John Hancock open-end or closed-end fund registered under the '40 Act and advised by John Hancock Advisers, LLC or Sovereign Asset Management LLC ("John Hancock funds"). It also applies to you if you are trustee of the John Hancock Financial Trends Fund or an employee of John Hancock Life Insurance Co. or its subsidiaries who participates in making recommendations for, or receives information about, portfolio trades or holdings of the John Hancock funds or accounts. However, notwithstanding anything herein to the contrary, it does not apply to any trustees/directors of any open-end or closed-end funds advised by John Hancock Advisers, LLC who are not "interested persons" of such funds as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the "'40 Act"), so long as they are subject to a separate Code of Ethics (each, an "Excluded Independent Director"). Also, in some cases only a limited number of provisions will apply to you, based on your access category. For example, only a limited number of provisions apply to independent directors of the John Hancock mutual funds and closed-end funds who are not Excluded Independent Directors -- see Appendix C for more information.

Please note that if a policy described below applies to you, it also applies to all accounts over which you have a beneficial interest. Normally, you will be deemed to have a beneficial interest in your personal accounts, those of a spouse, "significant other," minor children or family members sharing a household, as well as all accounts over which you have discretion or give advice or information. "Significant others" are defined for these purposes as two people who (1) share the same primary residence; (2) share living expenses; and
(3) are in a committed relationship and intend to remain in the relationship indefinitely.

There are three main categories for persons covered by this code of ethics, taking into account their positions, duties and access to information regarding fund portfolio trades. You have been notified about which of these categories applies to you, based on the Investment Compliance Department's understanding of your current role. If you have a level of investment access beyond your assigned category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to notify the Chief Compliance Officer of your company.

The basic definitions of the three main categories, with examples, are provided below. The more detailed definitions of each category are attached as Appendix
A.


-----------------------------------------------------------------------------------------------------------
     "Investment Access" person           "Regular Access" person              "Non-Access" person
                                     A person who regularly has access     A person who does not regularly
                                      to (1) fund portfolio tradesor          participate in a fund's
                                         (2) non-public information         investment process or obtain
                                      regarding holdings or securities        information regarding fund
A person who regularly participates     recommendations to clients.                portfolio trades
 in a fund's investment process or
makes securities recommendations to   examples:                              examples:
              clients.                                                       o wholesalers
examples:                             o personnel in Investment Operations   o inside wholesalers
                                        or Compliance                          who don't attend
o portfolio managers                  o most FFM  personnel                    investment "morning
o analysts                            o Technology personnel                   meetings"
o traders                               with access to                       o certain administrative
                                        investment systems                     personnel
                                      o attorneys and some
                                        legal administration
                                        personnel
                                      o investment admin.
                                        personnel
-----------------------------------------------------------------------------------------------------------

3. Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions?

If this code of ethics describes "Personal Trading Requirements" (i.e. John Hancock Mutual Fund reporting requirement and holding period, the preclearance requirement, the ban on short-term profits, the ban on IPOs, the disclosure of private placement conflicts and the reporting requirements) that apply to your access category as described above, then the requirements apply to trades for any account in which you have a beneficial interest. Normally, this includes your personal accounts, those of a spouse, "significant other," minor children or family members sharing your household, as well as all accounts over which you have discretion or give advice or information. This includes all brokerage accounts that contain securities (including brokerage accounts that only contain securities exempt from reporting). Accounts over which you have no direct or indirect influence or control are exempt. To prevent potential violations of this code of ethics, you are strongly encouraged to request clarification for any accounts that are in question.

These personal trading requirements do not apply to the following securities:

o Direct obligations of the U.S. government (e.g., treasury securities);

o Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

o Shares of open-end mutual funds registered under the Investment Company Act of 1940 ("40 Act") that are not advised or sub-advised by John Hancock Advisers, John Hancock Investment Management Services or another Manulife entity;

o Shares issued by money market funds; and

o Securities in accounts over which you have no direct or indirect influence or control.

Except as noted above, the Personal Trading Requirements apply to all securities, including:

o Stocks;

o Bonds;


o Government securities that are not direct obligations of the U.S. government, such as Fannie Mae or municipal securities;

o Closed-end funds;

o Options on securities, on indexes, and on currencies;

o Limited partnerships;

o Domestic unit investment trusts;

o Exchange traded funds;

o Non-US unit investment trusts and Non-US mutual funds;

o Private investment funds and hedge funds; and

o Futures, investment contracts or any other instrument that is considered a "security" under the Investment Advisers Act.

Different requirements apply to shares of open-end mutual funds that are advised or sub-advised by John Hancock Advisers or by John Hancock or Manulife entities--see the section below titled "John Hancock Mutual Funds Reporting Requirement and Holding Period".

4. Overview of Policies

-------------------------------------------------------------------------------------------------------------------------
                                                     Investment Access Person   Regular Access    Non-Access Person
                                                                                Person
-------------------------------------------------------------------------------------------------------------------------
General principles                                   yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Policies outside the code
-------------------------------------------------------------------------------------------------------------------------
Conflict of interest policy                          yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Inside information policy                            yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Policy regarding dissemination of mutual fund        yes                        yes               yes
portfolio information
-------------------------------------------------------------------------------------------------------------------------
Policies in the code
-------------------------------------------------------------------------------------------------------------------------
Restriction on gifts                                 yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
John Hancock mutual funds reporting requirement and  yes                        yes               yes
holding period
-------------------------------------------------------------------------------------------------------------------------
Pre-clearance requirement                            yes                        yes               Limited


-------------------------------------------------------------------------------------------------------------------------
Heightened preclearance of securities transactions   yes                        yes               no
for "Significant Personal Positions"
-------------------------------------------------------------------------------------------------------------------------
Ban on short-term profits                            yes                        no                no
-------------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------------
Ban on IPOs                                          yes                        no                no
-------------------------------------------------------------------------------------------------------------------------
Disclosure of private placement conflicts            yes                        no                no
-------------------------------------------------------------------------------------------------------------------------
Seven day blackout period                            yes                        no                no
-------------------------------------------------------------------------------------------------------------------------
Reports and other disclosures outside the code
-------------------------------------------------------------------------------------------------------------------------
Broker letter/duplicate confirms                     yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Reports and other disclosures in the code
-------------------------------------------------------------------------------------------------------------------------
Annual recertification form                          yes                        yes               yes
-------------------------------------------------------------------------------------------------------------------------
Initial/annual holdings reports                      yes                        yes               no
-------------------------------------------------------------------------------------------------------------------------
Quarterly transaction reports                        yes                        yes               no
-------------------------------------------------------------------------------------------------------------------------

5. Policies Outside the Code of Ethics

John Hancock Funds has certain policies that are not part of the code of ethics, but are equally important. The two most important of these policies are (1) the Company Conflict and Business Practice Policy; and (2) the Inside Information Policy.

Company Conflict & Business Practice Policy


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

A conflict of interest occurs when your private interests interfere or could potentially interfere with your responsibilities at work. You must not place yourself or the company in a position of actual or potential conflict.

This Policy for officers and employees covers a number of important issues. For example, you cannot serve as a director of any company without first obtaining the required written executive approval.

This Policy includes significant requirements to be followed if your personal securities holdings overlap with John Hancock Funds investment activity. For example, if you or a member of your family own:

o a 5% or greater interest in a company, John Hancock Funds and its affiliates may not make any investment in that company;


o a 1% or greater interest in a company, you cannot participate in any decision by John Hancock Funds and its affiliates to buy or sell that company's securities;

o ANY interest in a company, you cannot recommend or participate in a decision by John Hancock Funds and its affiliates to buy or sell that company's securities unless your personal interest is fully disclosed at all stages of the investment decision.

(This is just a summary of these requirement--please read Section IV of the Company Conflict and Business Practices Policy for more detailed information.)

Other important issues in this Policy include:

o personal investments or business relationships

o misuse of inside information

o receiving or giving of gifts, entertainment or favors

o misuse or misrepresentation of your corporate position

o disclosure of confidential or proprietary information

o antitrust activities

o political campaign contributions and expenditures on public officials

Inside Information Policy and Procedures


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

The antifraud provisions of the federal securities laws generally prohibit persons with material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. While Investment Access persons are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all John Hancock Funds personnel and extend to activities both related and unrelated to your job duties.

The Inside Information Policy and Procedures covers a number of important issues, such as:

o The misuse of material non-public information

o The information barrier procedure

o The "restricted list" and the "watch list"

o broker letters and duplicate confirmation statements (see section 7 of this code of ethics)


Policy Regarding Dissemination of Mutual Fund Portfolio Information


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

Information about securities held in a mutual fund cannot be disclosed except in accordance with this Policy, which generally requires time delays of approximately one month and public posting of the information to ensure that it uniformly enters the public domain.

6. Policies in the Code of Ethics

Restriction on Gifts


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

You and your family cannot accept preferential treatment or favors (for example, gifts) from securities brokers or dealers or other organizations with which John Hancock Funds might transact business, except in accordance with the Company Conflict and Business Practice Policy. For the protection of both you and John Hancock Funds, the appearance of a possible conflict of interest must be avoided. You should exercise caution in any instance in which business travel and lodging are paid for by someone other than John Hancock Funds. The purpose of this policy is to minimize the basis for any charge that you used your John Hancock Funds position to obtain for yourself opportunities which otherwise would not be offered to you. Please see the Company Conflict and Business Practice Policy's "Compensation and Gifts" section for additional details regarding restrictions on gifts and exceptions for "nominal value" gifts.

John Hancock Mutual Funds Reporting Requirement and Holding Period


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

You must follow the reporting requirement and the holding period requirement specified below if you purchase either:

o a "John Hancock Mutual Fund" (i.e. a '40 Act mutual fund that is advised by John Hancock Advisers, LLC, John Hancock Investment Management Services LLC or by another Manulife entity); or

o a "John Hancock Variable Product" (i.e. contracts funded by insurance company separate accounts that use one or more portfolios of John Hancock Trust).

The John Hancock mutual funds reporting requirement and the holding period requirement are excluded for the money market funds and any dividend reinvestment, payroll deduction, systematic investment/withdrawal and/or other program trades.

Reporting Requirement: You must report your holdings and your trades in a John Hancock Mutual Fund or a John Hancock Variable Product. This is not a preclearance requirement--you can report your holdings after you trade by submitting duplicate confirmation statements to the Investment Compliance Department. If you are an Investment Access Person or a Regular Access Person, you must also make sure that your holdings in a John Hancock '40 Act fund or a John Hancock variable product are included in your Initial Holdings Report (upon hire) and Annual Holdings Report (each year end).

If you purchase a John Hancock Variable Product, you must notify the Investment Compliance Department. The Investment Compliance Department will then obtain directly from the contract administrators the personal trade and holdings information regarding the portfolios underlying the Manulife or John Hancock variable insurance contracts.

The Investment Compliance Department will obtain personal securities trades and holdings information in the 401(k) plan for John Hancock Funds directly from the plan administrators.

Holding Requirement: You cannot profit from the purchase and sale of a John Hancock Mutual Fund within 30 calendar days. The purpose of this policy is to address the risk, real or perceived, of manipulative market timing or other abusive practices involving short-term personal trading in the John Hancock Mutual Funds. Any profits realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity, upon determination by the Compliance and Business Practices Committee. If you donate or gift a security, it is considered a sale. You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) by sending an e-mail to the Chief Compliance Officer of your company.

Preclearance of Securities Transactions


Applies to: Investment Access Persons

Regular Access Persons

Also, for a limited category of trades:

Non-Access Persons

Limited Category of Trades for Non-Access Persons: If you are a Non-Access person, you must preclear transactions in securities of any closed-end funds advised by John Hancock Advisers, LLC. A Non-Access person is not required to preclear other trades. However, please keep in mind that a Non-Access person is required to report securities transactions after every trade (even those that are not required to be precleared) by requiring your broker to submit duplicate confirmation statements, as described in section 7 of this code of ethics.

Investment Access persons and Regular Access persons: If you are an Investment Access person or Regular Access person, you must "preclear" (i.e.: receive advance approval of) any personal securities transactions in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Due to this preclearance requirement, participation in investment clubs is prohibited.

Preclearance of private placements requires some special considerations--the decision will take into account whether, for example: (1) the investment opportunity should be reserved for John Hancock Funds clients; and (2) it is being offered to you because of your position with John Hancock Funds.

How to preclear: You preclear a trade by following the steps outlined in the preclearance procedures, which are attached as Appendix B. Please note that:

o You may not trade until clearance is received.

o Clearance approval is valid only for the date granted (i.e. the preclearance date and the trade date should be the same).

o A separate procedure should be followed for requesting preclearance of a private placement or a derivative, as detailed in Appendix B. The Investment Compliance Department must maintain a five-year record of all clearances of private placement purchases by Investment Access persons, and the reasons supporting the clearances.

The preclearance policy is designed to proactively identify potential "problem trades" that raise front-running, manipulative market timing or other conflict of interest concerns (example: when an Investment Access person trades a security on the same day as a John Hancock fund).

Certain transactions in securities that would normally require pre-clearance are exempt from the pre-clearance requirement in the following situations; (1) shares are being purchased as part of an automatic investment plan; (2) shares are being purchased as part of a dividend reinvestment plan; or (3) transactions are being made in an account over which you have designated a third party as having discretion to trade (you must have approval from the Chief Compliance Officer to establish a discretionary account).

Heightened Preclearance of Securities Transactions for "Significant Personal Positions"


Applies to: Investment Access Persons

Regular Access Persons



If you are an Investment Access person or Regular Access person with a personal securities position that is worth $100,000 or more, this is deemed to be a "Significant Personal Position". This applies to any personal securities positions in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Before you make personal trades to establish, increase or decrease a Significant Personal Position, you must notify either the Chief Fixed Income Officer or the Chief Equity Officer that (1) you intend to trade in a Significant Personal Position and (2) confirm that you are not aware of any clients for whom related trades should be completed first. You must receive their pre-approval to proceed--their approval will be based on their conclusion that your personal trade in a Significant Personal Position will not "front-run" any action that John Hancock Funds should take for a client. This Heightened Preclearance requirement is in addition to, not in place of, the regular preclearance requirement described above--you must also receive the regular preclearance before you trade.

Ban on Short-Term Profits


Applies to: Investment Access Persons


If you are an Investment Access person, you cannot profit from the purchase and sale (or sale and purchase) of the same (or equivalent) securities within 60 calendar days. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions".

You may invest in derivatives or sell short provided the transaction period exceeds the 60-day holding period (30 days for '40 Act mutual funds advised by John Hancock Advisers, LLC, John Hancock Investment Management Services LLC or another Manulife entity). If you donate or gift a security, it is considered a sale.

The purpose of this policy is to address the risk, real or perceived, of front-running, manipulative market timing or other abusive practices involving short-term personal trading. Any profits realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity, upon determination by the Compliance and Business Practices Committee.

You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) by sending an e-mail to the Chief Compliance Officer of your company.


Ban on IPOs


Applies to: Investment Access Persons


If you are an Investment Access person, you may not acquire securities in an initial public offering (IPO). You may not purchase any newly-issued securities until the next business (trading) day after the offering date. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions".

There are two main reasons for this prohibition: (1) these purchases may suggest that persons have taken inappropriate advantage of their positions for personal profit; and (2) these purchases may create at least the appearance that an investment opportunity that should have been available to the John Hancock funds was diverted to the personal benefit of an individual employee.

You may request an exemption for certain investments that do not create a potential conflict of interest, such as: (1) securities of a mutual bank or mutual insurance company received as compensation in a demutualization and other similar non-voluntary stock acquisitions; (2) fixed rights offerings; or (3) a family member's participation as a form of employment compensation in their employer's IPO.

Disclosure of Private Placement Conflicts


Applies to: Investment Access Persons


If you are an Investment Access person and you own securities purchased in a private placement, you must disclose that holding when you participate in a decision to purchase or sell that same issuer's securities for a John Hancock fund. This applies to any private placement holdings in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Private placements are securities exempt from SEC registration under section 4(2), section 4(6) or rules 504 -506 of the Securities Act of 1933.

The investment decision must be subject to an independent review by investment personnel with no personal interest in the issuer.

The purpose of this policy is to provide appropriate scrutiny in situations in which there is a potential conflict of interest.


Seven Day Blackout Period


Applies to: Investment Access Persons

If you are a portfolio manager (or were identified to the Investment Compliance Department as part of a portfolio management team) you are prohibited from buying or selling a security within seven calendar days before and after that security is traded for a fund that you manage unless no conflict of interest exists in relation to that security (as determined by the Compliance and Ethics Committee).

In addition, all investment access persons are prohibited from knowingly buying or selling a security within seven calendar days before and after that security is traded for a John Hancock fund unless no conflict of interest exists in relation to that security. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". If a John Hancock fund trades in a security within seven calendar days before or after you trade in that security, you may be required to demonstrate that you did not know that the trade was being considered for that John Hancock fund.

You will be required to sell any security purchased in violation of this policy unless it is determined that no conflict of interest exists in relation to that security (as determined by the Compliance and Ethics Committee). Any profits realized on trades determined by the Compliance and Ethics Committee to be in violation of this policy must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity.

7. Reports and Other Disclosures Outside the Code of Ethics

Broker Letter/Duplicate Confirm Statements


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

As required by the Inside Information Policy, you must inform your stockbroker that you are employed by an investment adviser or broker. Your broker is subject to certain rules designed to prevent favoritism toward your accounts. You may not accept negotiated commission rates that you believe may be more favorable than the broker grants to accounts with similar characteristics.

When a brokerage account is opened for which you have a beneficial interest, before any trades are made, you must:

o Notify the broker-dealer with which you are opening an account that you are a registered associate of John Hancock Funds;


o Ask the firm in writing to have duplicate written confirmations of any trade, as well as statements or other information concerning the account, sent to the John Hancock Funds Investment Compliance Department (contact: Fred Spring), 8th Floor, 101 Huntington Avenue, Boston, MA 02199; and

o Notify the John Hancock Funds Investment Compliance Department, in writing, that you have an account before you place any trades.

This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions" as well as trades in John Hancock Mutual Funds and John Hancock Variable Products. The Investment Compliance Department may rely on information submitted by your broker as part of your reporting requirements under this code of ethics.

8. Reports and Other Disclosures In the Code of Ethics

Initial Holdings Report and Annual Holdings Report


Applies to: Investment Access Persons

Regular Access Persons


You must file an initial holdings report within 10 calendar days after becoming an Investment Access person or a Regular Access person. The information must be current as of a date no more than 45 days prior to your becoming an Investment Access person or a Regular Access person.

You must also file an annual holdings report (as of December 31st) within 45 calendar days after the calendar year end. This applies to any personal securities holdings in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions" as well as holdings in John Hancock Mutual Funds and John Hancock Variable Products.

Your reports must include:

o 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;

o the name of any broker, dealer or bank with which you maintain an account; and

o the date that you submit the report.

Quarterly Transaction Certification


Applies to: Investment Access Persons

Regular Access Persons



On a quarterly basis, Investment Access Persons and Regular Access persons are required to certify transactions in their brokerage accounts and the John Hancock Funds 401(k) Plan. Within 30 calendar days after the end of each calendar quarter you will be asked to log into the John Hancock Personal Trading and Reporting System to verify that the system has captured accurately all transactions for the preceding calendar quarter for accounts and trades which are required to be reported pursuant to the above noted section entitled "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Even if you have no transactions to report you will be asked to complete the certification.

For each transaction you must report the following information:

o 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 each reportable security involved;

o the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition);

o the price at which the transaction was effected;

o the name of the broker, dealer or bank with or through which the transaction was effected; and

Quarterly Brokerage Account Certification


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

Each quarter, all Investment Access Persons, Regular Access Persons and Non-Access Persons will be required to provide a complete list of all brokerage accounts as described above in the section entitled "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". This includes all brokerage accounts, including brokerage accounts that only contain securities exempt from reporting.

You will be asked to log into the John Hancock Personal Trading and Reporting System and verify that all brokerage accounts are listed and the following information is accurate:

o Account number;

o Account registration;

o Brokerage firm


Annual Certification


Applies to: Investment Access Persons

Regular Access Persons

Non-Access Persons

Limited Access Persons

At least annually (or additionally when the code of ethics has been significantly changed), you must provide a certification at a date designated by the Investment Compliance Department that:

(1) you have read and understood this code of ethics;

(2) you recognize that you are subject to its policies; and

(3) you have complied with its requirements.

You are required to make this certification to demonstrate that you understand the importance of these policies and your responsibilities under the code of ethics.

9. Limited Access Persons

There is an additional category of persons called "Limited Access" persons. This category consists only of directors of John Hancock Advisers, LLC, trustees of the John Hancock Financial Trends Fund, Inc. or an "interested person" of the John Hancock '40 Act funds who:

(a) are not also officers of John Hancock Advisers, LLC; and

(b) do not ordinarily obtain information about fund portfolio trades

An "interested person" of the John Hancock '40 Act funds has the meaning given to the term in Section 2(a)(19) of the '40 Act.

A more detailed definition of Limited Access persons, and a list of the policies that apply to them, is attached as Appendix C.

10. Subadvisers

A subadviser to a John Hancock '40 Act fund has a number of code of ethics responsibilities, as described in Appendix D.

11. Reporting Violations

If you know of any violation of our code of ethics, you have a responsibility to promptly report it to the Chief Compliance Officer of your company. You should also report any deviations from the controls and procedures that safeguard John Hancock Funds and the assets of our clients. You can request confidential treatment of your reporting action.


12. Interpretation and Enforcement

This code of ethics cannot anticipate every situation in which personal interests may be in conflict with the interests of our clients and fund investors. You should be responsive to the spirit and intent of this code of ethics as well as its specific provisions.

When any doubt exists regarding any code of ethics provision or whether a conflict of interest with clients or fund investors might exist, you should discuss the situation in advance with the Chief Compliance Officer of your company. The code of ethics is designed to detect and prevent fraud against clients and fund investors, and to avoid the appearance of impropriety. If you feel inequitably burdened by any policy, you should feel free to contact your Chief Compliance Officer or the Compliance and Business Practices Committee. Exceptions may be granted where warranted by applicable facts and circumstances. For example, exemption from some Personal Trading Requirements may be granted for transactions effected pursuant to an automatic investment plan.

To provide assurance that policies are effective, the Investment Compliance Department will monitor and check personal securities transaction reports and certifications against fund portfolio transactions. Additional administration and recordkeeping procedures are described in Appendix E.

The Chief Compliance Officer of your company has general administrative responsibility for this code of ethics as it applies to the access persons of your company; an appropriate Compliance Department will administer procedures to review personal trading reports. The Compliance and Business Practices Committee of John Hancock Funds approves amendments to the code of ethics and dispenses employee/officer sanctions for violations of the code of ethics. The Boards of Trustees/Directors of the open-end mutual funds and closed-end funds also approve amendments to the code of ethics and dispenses sanctions for access persons of the Funds who are not employees/officers. Accordingly, the Investment Compliance Department will refer violations to the Compliance and Business Practices Committee and/or the Boards of Trustees/Directors of the John Hancock '40 Act funds, respectively, for review and appropriate action. The following factors will be considered when determining a fine or other disciplinary action:

o the person's position and function (senior personnel may be held to a higher standard);

o the amount of the trade;

o whether the funds or accounts hold the security and were trading the same day;

o whether the violation was by a family member.

o whether the person has had a prior violation and which policy was involved.

o whether the employee self-reported the violation.

You can request reconsideration of any disciplinary action by submitting a written request.

No less frequently than annually, a written report of all material violations and sanctions, significant conflicts of interest and other related issues will be submitted to the boards of directors of the John Hancock '40 Act funds for their review. Sanctions for violations could include (but are not limited to)


fines, limitation of personal trading activity, suspension or termination of the violator's position with John Hancock Funds and/or a report to the appropriate regulatory authority.

13. Education of Employees

The Investment Compliance Department will provide a paper copy or electronic version of the Code of Ethics (and any amendments) to each person subject to this Code of Ethics. The Investment Compliance Department will also administer training of employees on the principles and procedures of the code of ethics.

Appendix A: Categories of Personnel

You have been notified about which of these categories applies to you, based on the Investment Compliance Department's understanding of your current role. If you have a level of investment access beyond that category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to immediately notify the Chief Compliance Officer of your company.

1) Investment Access person: You are an Investment Access person if you are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, a John Hancock fund, or Manulife Financial Corporation or its subsidiaries who, in connection with your regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a John Hancock fund.

(examples: portfolio managers, analysts, traders)

2) Regular Access person: You are a Regular Access person if you do not fit the definition of Investment Access Person, but you do fit one of the following two sub-categories:

o You are an officer (vice president and higher) or director of John Hancock Advisers, LLC, Sovereign Asset Management LLC or a John Hancock fund, unless you qualify as a Limited Access person--please see Appendix C for this definition.)

o You are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, a John Hancock fund or Manulife Financial Corporation or its subsidiaries , or a director, officer (vice president and higher) or employee of John Hancock Funds, LLC who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

(examples: Investment Operations personnel, Investment Compliance Department personnel, most Fund Financial Management personnel, investment administrative personnel, Technology Resources personnel with access to investment systems, attorneys and some legal administration personnel)


3) Non-Access person: You are a non-access person if you are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, John Hancock Funds, LLC or a John Hancock fund who does not fit the definitions of any of the other three categories (Investment Access Person, Regular Access Person or Limited Access Person). To be a non-access person, you must not have access to information regarding the purchase or sale of securities by a John Hancock fund or nonpublic information regarding the portfolio holdings in connection with your regular functions or duties.

(examples: wholesalers, inside wholesalers, certain administrative staff)

4) Limited Access Person: Please see Appendix C for this definition.

Appendix B: Preclearance Procedures

You should read the Code of Ethics to determine whether you must obtain a preclearance before you enter into a securities transaction. If you are required to obtain a preclearance, you should follow the procedures detailed below.

1. Pre-clearance for Public Securities including Derivatives, Futures, Options and Selling Short:

A request to pre-clear should be entered into the John Hancock Personal Trading & Reporting System.

The John Hancock Personal Trading & Reporting System is located under your Start Menu on your Desktop. It can be accessed by going to Programs/Personal Trading & Reporting/ Personal Trading & Reporting and by entering your Web Security Services user id and password.

If the John Hancock Personal Trading & Reporting System is not on your Desktop, please contact the HELP Desk at (617) 572-6950 for assistance.

The Trade Request Screen:

At times you may receive a message like "System is currently unavailable". The system is scheduled to be offline from 8:00 PM until 7:00 AM each night.

[GRAPHIC OMITTED]

Ticker/Security Cusip: Fill in either the ticker, cusip or security name with the proper information of the security you want to buy or sell. Then click the
[Lookup] button. Select one of the hyperlinks for the desired security, and the system will populate the proper fields Ticker, Security Cusip, Security Name and Security Type automatically on the Trade Request Screen.

If You Don't Know the Ticker, Cusip, or Security Name:

If you do not know the full ticker, you may type in the first few letters followed by an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of Intel, but all you can remember of the ticker is that it begins with int, so you enter int* for Ticker. If any tickers beginning with int are found, they are displayed on a new screen. Select the hyperlink of the one you want, and the system will populate Security Cusip, Security Name and Security Type automatically on the Trade Request Screen. If you do not know the full cusip, you may type in the first few numbers followed by an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of Microsoft, but all you can remember of the cusip is that it begins with 594918, so you enter 594918* for Ticker. If any cusips beginning with 594918 are found, they are displayed on a new screen. Select the hyperlink of the one you want, and the system will fill in Ticker, Security Name and Security Type automatically on the Trade Request Screen. If you do not know the Ticker but


have an idea of what the Security Name is, you may type in an asterisk, a few letters of the name and an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of American Brands, so you enter *amer* for Security Name. Any securities whose names have amer in them are displayed on a new screen, where you are asked to select the hyperlink of the one you want, and the system will fill in Ticker, Cusip and Security Type automatically on the Trade Request Screen.

Other Items on the Trade Request Screen:

Brokerage Account: Click on the dropdown arrow to the right of the Brokerage Account field to choose the account to be used for the trade.

Transaction Type: Choose one of the values displayed when you click the dropdown arrow to the right of this field.

Trade Date: You may only submit trade requests for the current date.

Note: One or more of these fields may not appear on the Request Entry screen if the information is not required. Required fields are determined by the Investment Compliance Department.

Click the [Submit Request] button to send the trade request to your Investment Compliance department.

Once you click the [Submit Request] button, you will be asked to confirm the values you have entered. Review the information and click the [Confirm] button if all the information is correct. After which, you will receive immediate feedback in your web browser. (Note: We suggest that you print out this confirmation and keep it as a record of the trade you have made). After this, you can either submit another trade request or logout.

Attention Investment Access Persons: If the system identifies a potential violation of the Ban on Short Term Profits Rule, your request will be sent to the Investment Compliance Department for review and you will receive feedback via the e-mail system.

Starting Over:

To clear everything on the screen and start over, click the [Clear Screen] button.

Exiting Without Submitting the Trade Request:

If you decide not to submit the trade request before clicking the [Submit Request] button, simply exit from the browser by clicking the [X] button on the upper right or by pressing [Alt+F4], or by clicking the Logout hyperlink on the lower left side of the screen.

Ticker/Security Name Lookup Screen:


You arrive at this screen from the Trade Request Screen, where you've clicked the [Lookup] button (see above, "If You Don't Know the Ticker, Cusip, or Security Name"). If you see the security you want to trade, you simply select its corresponding hyperlink, and you will automatically return to the Trade Request Screen, where you finish making your trade request. If the security you want to trade is not shown, that means that it is not recognized by the system under the criteria you used to look it up. Keep searching under other names (click the [Return to Request] button) until you are sure that the security is not in the system. If you determine that the desired security is not in the system, please contact a member of the Investment Compliance department to add the security for you. Contacts are listed below:

Fred Spring (617) 375-4987

Adding Brokerage Accounts:

To access this functionality, click on the Add Brokerage Account hyperlink on the left frame of your browser screen. You will be prompted to enter the Brokerage Account Number, Brokerage Account Name, Date Opened, and Broker. When you click the [Create New Brokerage Account] button, you will receive a message that informs you whether the account was successfully created.

[GRAPHIC OMITTED]

3. Pre-clearance for Private Placements and Initial Public Offerings:


You may request a preclearance of private placement securities or an Initial Public Offering by contacting Fred Spring via Microsoft Outlook (please "cc." Frank Knox on all such requests). Please keep in mind that the code of ethics prohibits Investment Access persons from purchasing securities in an initial public offering.

The request must include:

o the associate's name;

o the associate's John Hancock Funds' company;

o the complete name of the security;

o the seller (i.e the selling party if identified and/or the broker-dealer or placement agent) and whether or not the associate does business with those individuals or entities on a regular basis;

o the basis upon which the associate is being offered this investment opportunity;

o any potential conflict, present or future, with fund trading activity and whether the security might be offered as inducement to later recommend publicly traded securities for any fund or to trade through a particular broker-dealer or placement agent; and

o the date of the request.

Clearance of private placements or initial public offerings may be denied for any appropriate reason, such as if the transaction could create the appearance of impropriety. Clearance of initial public offerings will also be denied if the transaction is prohibited for a person due to his or her access category under the code of ethics.

Appendix C: Limited Access Persons

There are three types of Limited Access Persons--(1) Certain directors of the Adviser and (2) the trustees of the John Hancock Financial Trends Fund, Inc. and
(3) and the Directors of the John Hancock funds who are "interested persons" of the funds.

(1) Certain Directors of the Adviser:

You are a Limited Access person if you are a director of John Hancock Advisers, LLC or Sovereign Asset Management Co. and you meet the three following criteria:

(a) you are not also an officer of John Hancock Advisers, LLC, Sovereign Asset Management Co. or a John Hancock fund;

(b) you do not have access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any John Hancock fund or account; and

(c) you are not involved in making securities recommendations to clients and do not have access to such recommendations that are nonpublic.

(examples: directors of John Hancock Advisers, LLC or Sovereign Asset Management LLC who are not involved in the daily operations of the adviser)

If you are a Limited Access Person who fits this definition, the following policies apply to your category. These policies are described in detail in the code of ethics.


o General principles

o Inside information policy and procedures

o Broker letter/Duplicate Confirms*

o Initial/annual holdings reports*

o Quarterly transaction reports*

o Annual recertification

Preclearance requirement LIMITED: You only need to preclear any direct or indirect acquisition of beneficial ownership in any security in an initial public offering (an IPO) or in a limited offering (i.e. a private placement). To request preclearance of these securities, contact Fredrick Spring at fspring@jhancock.com and/or Frank Knox at Frank_Knox@manulifeusa.com.


*A Limited Access Person may complete this requirement under the code of ethics of another Manulife/John Hancock adviser or fund by the applicable regulatory deadlines and arrange for copies of the required information to be sent to the John Hancock Funds Compliance Department.


(2) The Independent Directors of the Funds: If you are a trustee of the John Hancock Financial Trends Fund, Inc. or a director to a John Hancock fund and an "interested person" of the fund within the meaning of the Investment Company Act of 1940, the following policies apply to your category. These policies are described in detail in the code of ethics.

o General principles

o Annual recertification

o Quarterly transaction report, but only if you knew (or should have known) that during the 15 calendar days before or after you trade a security, either:

(i) a John Hancock fund purchased or sold the same security, or

(ii) a John Hancock fund or John Hancock Advisers, LLC considered purchasing or selling the same security.

This policy applies to holdings in your personal accounts, those of a spouse, "significant other" or family members sharing your household, as well as all accounts over which you have discretion or give advice or information. If this situation occurs, it is your responsibility to contact the Chief Compliance Officer of your company and he will assist you with the requirements of the quarterly transaction report.

This means that the independent directors of the funds will not usually be required to file a quarterly transaction report--they are only required to file in the situation described above.

Appendix D: Subadvisers

Each subadviser to a John Hancock fund is subject to its own code of ethics, which must meet the requirements of Rule 17j-1 and Rule 204A-1.


Approval of Code of Ethics

Each subadviser to a John Hancock fund must provide a copy of its code of ethics to the trustees of the relevant John Hancock funds for approval initially and within 60 calendar days of any material amendment. The trustees will give their approval if they determine that the code:

o contains provisions reasonably necessary to prevent the subadviser's Access Persons (as defined in Rule 17j-1) from engaging in any conduct prohibited by Rule 17j-1;

o requires the subadviser's Access Persons to make reports to at least the extent required in Rule 17j-1(d);

o requires the subadviser to institute appropriate procedures for review of these reports by management or compliance personnel (as contemplated by Rule 17j-1(d)(3));

o provides for notification of the subadviser's Access Persons in accordance with Rule 17j-1(d)(4); and

o requires the subadviser's Access Persons who are Investment Personnel to obtain the pre-clearances required by Rule 17j-1(e);

Reports and Certifications

Each subadviser must provide an annual report and certification to John Hancock Advisers, LLC and the fund's trustees in accordance with Rule 17j-1(c)(2)(ii). The subadviser must also provide other reports or information that John Hancock Advisers, LLC may reasonably request.

Recordkeeping Requirements

The subadviser must maintain all records for its Access Persons as required by Rule 17j-1(f).

Appendix E: Administration and Recordkeeping

Adoption and Approval

The trustees of a John Hancock fund must approve the code of ethics of an adviser, subadviser or affiliated principal underwriter before initially retaining its services.

Any material change to a code of ethics of a John Hancock fund, John Hancock Funds, LLC, John Hancock Advisers, LLC or a subadviser to a fund must be approved by the trustees of the John Hancock Funds, including a majority of trustees who are not interested persons, no later than six months after adoption of the material change.

Administration

No less frequently than annually, John Hancock Funds, LLC, John Hancock Advisers, LLC, each subadviser and each John Hancock fund will furnish to the trustees of each John Hancock fund a written report that:

o describes issues that arose during the previous year under the code of ethics or the related procedures, including, but not limited to, information about material code or procedure violations, and


o certifies that each entity has adopted procedures reasonably necessary to prevent its access persons from violating its code of ethics.

Recordkeeping

The Investment Compliance Department will maintain:

o a copy of the current code of ethics for John Hancock Funds, LLC, John Hancock Advisers, LLC, Sovereign Asset Management LLC, and each John Hancock fund, and a copy of each code of ethics in effect at any time within the past five years.

o a record of any violation of the code of ethics, and of any action taken as a result of the violation, for six years.

o a copy of each report made by an Access person under the code of ethics, for six years (the first two years in a readily accessible place).

o a record of all persons, currently or within the past five years, who are or were required to make reports under the code of ethics. This record will also indicate who was responsible for reviewing these reports.

o a copy of each code of ethics report to the trustees, for six years (the first two years in a readily accessible place).

o a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Investment Access person of initial public offering securities or private placement securities, for six years.


Appendix F: Chief Compliance Officers

Entity                                          Chief Compliance Officer

John Hancock Advisers, LLC                      Frank Knox
Sovereign Asset Management LLC                  Frank Knox
Each open-end and closed-end fund advised       Frank Knox
by John Hancock Advisers, LLC
John Hancock Funds, LLC                         Michael Mahoney


SUSTAINABLE GROWTH ADVISERS, LP


COMPLIANCE MANUAL

AND

CODE OF ETHICS

JULY 2003 Revised OCTOBER 2005


This Manual is the sole property of Sustainable Growth Advisers, LP (the "Firm") and must be returned to the Firm should an employee's association with the Firm terminate for any reason. The contents of this Manual are confidential. Employees may not reproduce, duplicate, copy, or make extracts from or abstracts of this Manual, or make it available in any form to non-employees.



SUSTAINABLE GROWTH ADVISERS, LP

                                      INDEX


                                                                            Page

Introduction                                                                   2

PART I

         General                                                               4


PART II

         Trading Restrictions
                  Insider Trading and Manipulative Practices                   4
                  Allocations of Trades                                        7
                  Direct Brokerage and Soft Dollar                            10
                  Principal and Agency-Cross Transactions                     12
                  Personal Trading                                            13
                  Front Running                                               16

PART III

         Client Solicitation                                                  16


PART IV

         Employee Conduct
                  Conflicts of Interest                                       18
                  Government and Industry Regulators                          19
                  Publicity; Dealing with Media                               20
                  Directorships; Outside Activity                             20
                  Confidentiality                                             21
                  Involvement in Litigation                                   21
                  Annual Acknowledgement                                      21

PART V

         Harassment                                                           22


PART VI

         Electronic Communications and Internet Policy                        22


PART VII

         Compliance                                                           22

PART VIII

         Employment at Will                                                   23



ANNEX   A

Policy and Procedures Designed to Detect and Prevent Insider Trading

         Section I      Policy Statement on Insider Trading                 A-1
         Section II    Procedures to Implement the Firm's Policies
                                    Against Insider Trading                 A-5
         Section III   Supervisory Procedures                               A-8


ANNEX   B

Anti-Harassment Policy

         Section I      Definition of Harassment                             B-1
         Section II     Definition of Sexual Harassment                      B-3
         Section III    Individuals Covered                                  B-4
         Section IV   Reporting and Investigation a Complaint                B-5

ANNEX   C

Electronic Communications and Internet Use Policy                            C-1

         Business Use                                                        C-1
         Confidential Information                                            C-2
         Access to Information                                               C-3
         Not Privacy Rights                                                  C-3
         Enforcement of this Policy                                          C-4



EXHIBIT   A
         Personal Security Trading Request Form                      Exhibit A-1

EXHIBIT   B
         Employee Annual Acknowledgement Form                        Exhibit B-1


INTRODUCTION

Sustainable Growth Advisers, LP (the "Firm"), maintains a policy of requiring full compliance with all applicable Federal, state and local laws, rules and regulations.

Although this Compliance Manual and Code of Ethics (this "Manual") is lengthy, it is imperative that all partners, members and employees of the Firm (each, an "Employee"; collectively, the "Employees") read, understand and adhere to the policies set forth herein. Failure to do so may result in severe criminal and civil legal penalties against the Firm, the investment funds or managed accounts managed by the Firm (each, an "SGA Company"; collectively, the "SGA Companies") and the Employee involved, as well as sanctions (which may include dismissal) by the Firm against the Employee. Therefore, the Employee has an obligation to report any actual or potential violations of this policy immediately to the Chief Compliance Officer or to a Principal of SGA.

This Manual does not attempt to serve as an exhaustive guide to every legal, regulatory and compliance requirement applicable to the types of activities in which the Firm and its Employees may be involved in the course of conducting the business of the Firm. Rather, this Manual is intended to summarize the principal legal, regulatory and compliance issues relating to the Firm and its Employees, and to establish general policies and procedures governing the conduct of the Firm's business. Mary Greve, who serves as the Firm's Chief Compliance Officer (the "Chief Compliance Officer"), is available to address any questions or concerns relating to such policies and procedures, their interpretation and application.

This Manual is not a contract of employment and does not create any express or implied promises to any Employee or guarantee any fixed terms. This Manual does not alter the "employment at will" relationship in any way. Employment at will means that either an Employee or the Firm may terminate the employment relationship for any reason at any time, with or without notice.

2

Personnel policies and procedures are subject to modification and further development. The Firm, in its sole and absolute discretion, may amend, modify, suspend or terminate any policy or procedure contained in this Manual, at any time without prior notice. The Firm has sole and absolute discretion to interpret and apply the policies and procedures established herein and to make all determinations of fact with respect to their application.

Each Employee must acknowledge in writing that he or she has received a copy of, has read and understands, and commits to comply with, this Manual and the policies and procedures established herein.

3

PART I

GENERAL

The Firm is an investment adviser registered with the Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). This Manual has been developed to set forth the procedures and policies that are followed by the Firm relating to its investment advisory business. It is designed to be a permanent record of the requirements and standards applied by the Firm in complying with laws and regulations applicable to its investment advisory activities.

The Firm is subject to rigorous fiduciary obligations and legal and regulatory requirements. The policies and procedures applicable to the conduct of the Firm's investment advisory business are based on general concepts of fiduciary duty, specific requirements of the Advisers Act applicable to registered investment advisers, Federal securities laws, and internal policies and procedures adopted by the Firm. The Firm's policies and procedures are intended to ensure the highest standards of professional conduct, whether or not required by law or regulation. PART II

TRADING RESTRICTIONS

2.1 Insider Trading and Manipulative Practices.

(a) Insider Trading.

Federal and state securities laws prohibit any purchase or sale of securities on the basis of material nonpublic information about the security or its issuer which was improperly obtained, or was obtained under circumstances contemplating that it would not be used for personal gain, and in certain other circumstances. In addition, "tipping" of others about such information is

4

prohibited. The persons covered by these restrictions are not only "insiders" of publicly traded companies, but also any other person who, under certain circumstances, learns of material nonpublic information about the security or its issuer, including, but not limited to, employees, outside attorneys, accountants, consultants or bank lending officers.

Violation of these restrictions by the Firm or an Employee can have severe consequences for the Firm, the SGA Companies and the Employee. Penalties for trading on or communicating material nonpublic information include imprisonment for up to 10 years, and a criminal fine of up to $1,000,000 or three times the profit gained or loss avoided. The Firm may also be held liable for failing to take measures to deter securities law violations, where such failure is found to have contributed to or permitted a violation.

In view of these prohibitions, the Firm has adopted the general policy that Employees may not trade -- for the account of the Firm or any of the SGA Companies, or any personal trading account over which an Employee exercises control -- in the securities of any company about which an Employee possesses, or is aware that the Firm possesses, material nonpublic information, or "tip" others about such information. All Employees must exercise utmost care to adhere to this policy and take all reasonable steps to ensure that the Firm and other Employees adhere to this policy.

Any Employee who believes that he or she, or the Firm, may be in possession of material nonpublic information concerning an issuer's securities should:

(i) immediately report the matter to the Chief Compliance Officer(or, in her absence, to Gordon M. Marchand, a Principal of the Firm);

(ii) not purchase or sell any such securities on behalf of himself or herself or others, including the Firm and the SGA Companies; and

5

(iii) not communicate the information to anyone inside or outside the Firm, other than the Chief Compliance Officer (or, in her absence, Gordon Marchand).

In addition, Employees should immediately inform the Chief Compliance Officer (or, in her absence, Gordon Marchand) if they become aware of any actual or potential violation of this policy by another Employee.

The prohibition on insider trading is a complicated subject that is not easily susceptible to reduction to a few general principles. Accordingly, the Firm has prepared and adopted a statement of Policies and Procedures Designed to Detect and Prevent Insider Trading. Due to the scope and length of this statement, it is attached as Annex A to this Manual rather than incorporated into the text of this Manual. All Employees must read and adhere to the restrictions outlined in Annex A.

(b) Manipulative Practices.

Section 9(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), makes it unlawful for any person, acting alone or with others, to effect a series of transactions in any security registered on a national securities exchange, creating actual or apparent active trading in such security, or raising or depressing the price of such security, for the purpose of inducing the purchase or sale of such security by others. Rule 10b-5 promulgated under the Exchange Act has been interpreted to proscribe the same type of trading practices in over-the-counter securities.

The thrust of these prohibitions against manipulative trading practices is that no trader should, alone or with others:

(i) engage in trading or apparent trading activity for the purpose of inducing purchases or sales by others; or

6

(ii) engage in trading or apparent trading activity for the purpose of causing the price of a security to move up or down, and then take advantage of such price movement by buying or selling at such "artificial" price level.

It is understood that buy or sell programs may cause stock prices to rise or fall. Therefore, "legitimate" trading activities resulting in changes in supply and demand are not prohibited. As outlined above, Section 9(a)(2) prohibits activity where the purpose of the activity is to artificially affect the price of a security through trading.

(c) Practices and Requirements Relating to Registered Investment Companies

It shall be unlawful for any employee of the Firm in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by such registered investment company -

1) To employ any device, scheme or artifice to defraud such registered investment company;

2) To make to such registered investment company any untrue statement of a material fact or omit to state to such registered investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3) To engage in any act, practice, or course of business which operates, or would operate, as a fraud or deceit upon any such registered investment company; or

4) To engage in any manipulative practice with respect to such registered investment company.

7

2.2 Allocations of Trades.

The Firm has a fundamental fiduciary duty to act in the best interests of each SGA Company, with undivided loyalty to that Company. The Firm's duty of loyalty to one SGA Company may potentially conflict with its duty of loyalty to another such Company, particularly with respect to allocations of trades. In order to resolve this inherent potential conflict of interest among the SGA Companies, the Firm has adopted a policy to provide equal and fair treatment to all SGA Companies consistent with the Firm's duty of loyalty to its advisory clients. In particular, trades may not be allocated to one SGA Company over another SGA Company in order to, among other things: (i) favor one SGA Company at the expense of another SGA Company; (ii) generate higher fees paid by one SGA Company over another SGA Company, or produce greater performance compensation to the Firm; (iii) develop a relationship with an investor in one SGA Company or with a prospective client; (iv) compensate an investor for past services or benefits rendered to the Firm, or induce future services or benefits to be rendered to the Firm; or (v) equalize performance among different SGA Companies, or for any other similar reason.

Allocations of trades among the SGA Companies should be made in accordance with the following principles:

(a) Any allocation of securities among SGA Companies should be made in a manner consistent with such Companies' respective investment objectives. It is understood that a diversity of objectives, risk tolerances and tax situations, and differences in the timing of capital contributions and withdrawals, may result in differences among SGA Companies in invested positions and securities held, and consequently in performance, even when such Companies share the same investment program.

8

(b) Buy or sell programs in a particular security should be allocated among all SGA Companies for which such program is appropriate. To the extent possible, all SGA Companies participating in a buy or sell program should receive equivalent treatment based on the capital of each. The allocations for SGA Companies participating in the same buy or sell program should be determined prior to the time an order is placed, and such allocation should be memorialized in writing. Permissible reasons why pari passu allocations may not occur in every situation include, among others: (i) divergent tax situations and considerations; (ii) relative sizes of the buying accounts;
(iii) different investment strategies; (iv) different risk parameters; (v) commission costs of allocating limited purchases or sales among several SGA Companies; (vi) supply or demand for a security at a given price level;
(vii) size of available position; (viii) liquidity requirements or availability of cash; (ix) ability to margin the buying accounts; and (x) investment restrictions.

(c) The Chief Compliance Officer may approve deviations from an allocation plan. A written memorandum detailing the reason for the requested deviation must be filed with the Chief Compliance Officer. The Chief Compliance Officer shall approve or reject the requested change by the morning of the business day following the day the relevant trade has taken place.

9

(d) Each SGA Company for which a given security is purchased or sold by the Firm during a trading day should receive the average price obtained on all purchases or sales by the Firm of that security made during that day.

(e) A "fill" may be allocated among participating SGA Companies to the extent of "round lots", i.e., a "fill" does not have to be broken into "odd lots" in order to achieve parity of allocation.

(f) Partially filled orders shall be allocated ratably based upon the written allocation statement.

(g) Transactions involving fewer than 1,000 shares shall be allocated in a manner deemed appropriate under the circumstances in light of the foregoing principles.

2.3 Directed Brokerage and Soft Dollars.

From time to time, the Firm may effect transactions for SGA Companies with brokers who provide the Firm with research or brokerage products and services (collectively, "soft dollar items") providing lawful and appropriate assistance to the Firm (or the relevant affiliate) in the performance of their investment decision-making responsibilities. The negotiated commissions paid to broker-dealers supplying soft dollar items may not represent the lowest obtainable commission rates. In any such arrangement, it must be determined in good faith by the Firm that the broker provides "best execution", i.e., that the amount of the commission paid is reasonable in relation to the value of the soft dollar items provided by the broker-dealer, viewed in terms of either the particular transaction or the Firm's overall responsibilities with respect to the SGA Companies.

10

The Firm complies with the safe harbor created by Section 28(e) of the Exchange Act relating to soft dollar items and directed commissions. Accordingly, the Firm uses soft dollars to pay only for research- and brokerage-related items. Where a product or service obtained with soft dollars provides both research or brokerage, and non-research or non-brokerage, assistance (i.e., a "mixed-use" item), a reasonable allocation of the cost which may be paid with soft dollars shall be made. Any allocation with respect to the cost that may be paid with soft dollars for mixed-use items shall be substantiated with a written memorandum explaining the allocation. The memorandum shall be approved by the Chief Compliance Officer.

Brokers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all considerations described above. A broker is not excluded from receiving business because it has not been identified as providing research and products. However, SGA does maintain an internal allocation procedure to identify those brokers who have provided it with research and the amount of research they provided, and does endeavor to direct sufficient commissions to them to ensure the continued receipt of research SGA believes is useful. Research and brokerage services furnished by a broker may be used in servicing all of SGA's accounts, and such services need not be used by SGA exclusively for the benefit of the specific account(s) for which SGA used such broker to effect transactions.

11

At least quarterly, the trading or accounting department shall prepare a report detailing, among other things, (i) each broker that has received commissions on advisory client trades, (ii) the total amount of commissions for such quarter and year-to-date paid to such broker and (iii) the amount of such commissions generating soft dollar credits. A separate quarterly report should be prepared, detailing (i) each broker providing products or services that are being soft dollared, and each product or service provided by such broker, (ii) the targeted annual commission amount to cover each such product or service (including any debit or credit balances carried forward from the prior year),
(iii) the amount of commissions paid year-to-date credited to each such soft dollar arrangement, and (iv) the remaining soft dollar target for the year for each such product or service.

Other brokerage allocation policies may be adopted for each SGA Company.

2.4 Principal and Agency-Cross Transactions.

Generally, transactions between the Firm or an Employee (including a joint securities or commodities brokerage or trading account in which the Employee has an interest, or an account over which the Employee exercises investment control or to which he or she provides investment advice (each, a "Proprietary Account")), on one side, and an SGA Company, on the other side, are prohibited. If the Firm has an interest (e.g., a general partner interest) in an SGA Company, such SGA Company will generally be treated as a principal account, and transactions between it and another SGA Company will generally be prohibited.

Agency-cross transactions between SGA Companies may be permissible under certain circumstances (e.g., "rebalancing" between two SGA Companies in which the Firm does not have an interest). Each agency-cross transaction shall be approved by the Chief Compliance Officer.

12

Principal and agency-cross transactions must be effected for cash consideration at the current market price of the security, based on current sales data relating to transactions of comparable size. If no comparable sales data are available on the day in question, then the transaction shall be effected at a price equal to the average of the highest current independent bid and lowest current independent offer determined on the basis of reasonable inquiry. No brokerage commission or other remuneration shall be paid to the Firm in connection with such transaction, without the approval of, or in accordance with procedures adopted by, the Chief Compliance Officer.

2.5 Limitations on Permitted Personal Trading; Required Personal Trading Approvals.

To better prevent insider trading and front-running, and to ensure the satisfaction of the Firm's fiduciary obligations to its advisory clients, the Firm has adopted certain restrictions on personal trading by employees of the Firm. Accordingly, two categories of securities have been identified: (i) Permitted Securities and (ii) Prohibited Securities.

Permitted Securities

Employees, for investment purposes, are permitted to invest in open-end mutual funds, money market funds, unit trusts, U.S. Government and Agency securities, or municipal securities, and to close out of pre-existing investment positions, subject to the restrictions provided herein (all such instruments, "Permitted Securities"). With respect to open-ended mutual funds, prior approval is not necessary except in the case of funds where SGA is the sub advisor such as The John Hancock/Manulife Funds, The John Hancock/Manulife Trusts and The John Hancock/Manulife Funds
II. These Funds require prior approval by the Chief Compliance Officer or an SGA Principal. Prohibited Securities

13

Employees are prohibited from trading in any partnership and limited liability company interests (including, without limitation, interests in private investment funds), common stock, options, bonds and other debt instruments, participations, convertible securities, warrants, futures contracts, currencies, commodities, and any other derivative instruments, but excluding Permitted Securities (all such instruments, "Prohibited Securities").

An Employee shall not trade in securities (other than Permitted Securities for investment purposes), even for the purpose of closing out a pre-existing investment position, for a Proprietary Account or for the account of any person (other than an SGA Company), unless such trade had been specifically approved in writing in advance by the Chief Compliance Officer.* Any transaction that requires such a prior written approval will be canceled by the end of the business day. A Personal Securities Trading Request Form, in the form of Exhibit A attached hereto, will be provided by the Chief Compliance Officer to any Employee seeking approval of a personal securities trade for which prior written approval is required. The Chief Compliance Officer shall promptly notify the Employee of approval or denial of clearance to trade by indicating such action on the Personal Securities Trading Request Form and returning it to the Employee. Notification of approval or denial to trade may be orally given; however, it shall be confirmed in writing by indicating such action on the Personal Securities Trading Request Form and returning it to the Employee within 24 hours of the oral notification.


* Each Principal of the Firm, including the Chief Compliance Officer must obtain prior written approval for his or her own personal securities trades, if such approval is required, from the other named person.

14

In evaluating whether to approve a proposed transaction relating to a Prohibited Security, the Chief Compliance Officer may consider, among other factors, the following:

(a) whether the security, or any other instrument of the issuer of such security, is held or managed by an SGA Company, and

(b) whether the Employee has agreed to hold such securities for at least 30 days following acquisition (provided that the security does not move +/- 10% from the employee's average cost during such holding period).

When any security is recommended to be bought or sold for an SGA Company, and a position in that security or in any other security of the same issuer has been held in a Proprietary Account of such Employee since the commencement of such Employee's association with the Firm or, to such Employee's reasonable knowledge, in the personal account of an immediate family member** of such Employee at such time, such Employee must affirmatively disclose such information to the Chief Compliance Officer prior to making such recommendation or executing such transaction, as the case may be. The Chief Compliance Officer may restrict such Employee from buying or selling the security for his or her Proprietary Account.

Each Employee is required to identify to the Chief Compliance Officer, within 10 days of his/her initial hire date and thereafter at least annually, all securities and commodities brokerage and trading accounts which constitute Proprietary Accounts with respect to such Employee (other than accounts in which such Employee trades only in Permitted Securities for investment purposes). In addition, each Employee must immediately inform the Chief Compliance Officer any time such Employee opens a new such brokerage or trading account.


** For purposes of this Manual, "immediate family member" includes any relative, spouse, or relative of the spouse of an Employee, and any other adult living in the same household as the Employee.

15

Each Employee shall arrange for duplicate copies of all account statements relating to his or her Proprietary Accounts (other than statements relating to accounts in which such Employee trades only in Permitted Securities for investment purposes) to be sent by the broker-dealer directly to the Chief Compliance Officer at least monthly, at the same time as they are sent to such Employee.

Prior to arranging a personal loan with a financial institution that would be collateralized by securities held in a Proprietary Account (other than Permitted Securities), an Employee must obtain the written approval of the Managing Partner or the Chief Compliance Officer as if such financing arrangement constituted a sale of such securities by the Employee.

2.6 Front-Running.

An Employee may not, without the prior written approval of the Chief Compliance Officer or, in her absence, Gordon Marchand, execute a transaction in a security, other than a Permitted Security, for a Proprietary Account if at the time (i) an order for an SGA Company for the same security (or for a related security, option, derivative or convertible instrument) remains unexecuted, in whole or in part, or (ii) the Firm is considering same-way trades in that security (or in a related security, option, derivative or convertible instrument) for one or more SGA Companies.

Exceptions to this policy shall only be made with the approval of the Chief Compliance Officer or Gordon Marchand.

2.7 Initial Public Offerings and Private Placements.

16

Initial Public Offerings (IPO) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to reporting requirements of sections 13 or 15(d) of the 1934 Act.

Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

No principal or associate of the firm shall acquire, directly or indirectly, beneficial ownership of any securities in a private placement or security in an initial public offering without the prior approval of the Firm's Compliance Officer, Ms. Mary Greve (or in her absence Mr. Gordon Marchand, a firm principal). This approval shall take into account whether the investment opportunity should be reserved for the clients of the firm, whether the opportunity is being offered to an individual by virtue of his or her position with the firm and any other relevant factors. If a principal or associate of the firm has purchased a covered security in a private placement or initial offering, then (a) such individual must disclose his or her ownership of the covered security if he or she has a material role in the firm's subsequent consideration to purchase the covered security and (b) a firm's decision to purchase the covered security will be reviewed by a firm principal with no personal interest in the issuer.

17

PART III

CLIENT SOLICITATION

The Firm and each Employee are subject to strict requirements under Federal laws not to employ any "device, scheme or artifice to defraud any client or prospective client." The SEC interprets this general requirement to apply to the contents of advertising or promotional materials, including, without limitation, offering documents and materials related to the SGA Companies, used by the Firm. Rule 206(4)-1(b) promulgated under the Advisers Act defines the term "advertisement" to include any written communication addressed to more than one person, or any notice or announcement in any publication, or by radio or television, which offers any analysis, report or publication regarding securities, any graph, chart, formula or other device to be used in making any determination as to which securities to buy or sell or when to buy or sell them, or any other investment advisory services regarding securities. This broad definition generally encompasses seminar and telephone scripts and form letters, and probably includes the standardized written material in booklets used by advisers for presentations to prospective clients. To best assure compliance with applicable anti-fraud rules, the Firm takes the position that all communications (whether written or in electronic format) that could possibly be viewed as "promotional" should comport with rules applicable to investment adviser advertisements.

Whether promotional or marketing material is misleading depends on all the relevant facts and circumstances. According to the SEC staff, whether any particular advertisement is false or misleading depends on the facts and circumstances involved in its use, including:

(i) the form and content of the advertisement;

18

(ii) the implications or inferences arising out of the advertisement in its total context; and

(iii) the sophistication of the prospective client.

In order to ensure compliance with the applicable laws, no Employee may, orally or in writing with respect to any SGA Company, (i) suggest, much less guarantee, a specific investment result (such as by indicating that there will be a gain, or no loss); (ii) predict future performance; or (iii) imply the possibility of quick profits. All promotional material with respect to the SGA Companies must adopt a balanced approach, indicating the risk of loss to offset any references to profit potential.

The use of testimonials in the Firm's promotional material is prohibited. While not defined in the Advisers Act, a "testimonial" is generally understood to include any statement by a former or present advisory client which endorses the adviser or refers to the client's favorable investment experience with the adviser. Testimonials are prohibited on the ground that they are deemed likely to create a deceptive or mistaken inference that all of the adviser's clients typically experience the same favorable results as those of the person providing the testimonial.

In addition, reference to past results of specific past trades (as opposed to the overall performance of an SGA Company since inception) is generally prohibited, due to concerns over "cherry picking".

In order to ensure compliance with the above-mentioned restrictions, no Employee may send any promotional material, or make or participate in a solicitation presentation, to a client or prospective client without first obtaining the approval of the Chief Compliance Officer or, in her absence, Gordon Marchand of the contents of such material or the issues to be discussed in such presentation, as the case may be. PART IV

19

EMPLOYEE CONDUCT

4.1 Conflicts of Interest.

In order to discharge the Firm's duties in the best interests of its clients, it is essential that Employees' potential conflicts of interest with those of the Firm or the SGA Companies be immediately disclosed to the Firm so they can be appropriately addressed. Furthermore, in order to avoid unnecessary conflicts of interest, no Employee should, without the prior written consent of the Chief Compliance Officer:

(a) rebate, directly or indirectly, to any person, firm, corporation or association any part of the compensation received from the Firm as an Employee;

(b) accept, directly or indirectly, from any person, firm, corporation or association, other than the Firm, compensation or consideration of any nature whatsoever, as a bonus, commission, fee, gratuity or otherwise, in connection with any transaction on behalf of the Firm or an SGA Company; provided, that this restriction shall not apply to consideration with a value less than $75.00 or to admission tickets to sporting events, concerts or other performances; or

(c) own any stock or have, directly or indirectly, any financial interest in any other organization engaged in any securities, financial or related business, except for a minority stock ownership or other financial interest in any business which is publicly owned.

20

4.2 Dealings with Government and Industry Regulators.

The securities industry is highly regulated. As a result, there often is a need for contact with the regulators. If an Employee is contacted by a government official or industry regulator (including, but not limited to, representatives of the SEC or CFTC, a state securities commission, a self-regulating organization such as the NASD or NFA, or a criminal prosecutor's office such as the District Attorney or U.S. Attorney), whether by telephone, letter or office visit, the Employee may not, under any circumstances, engage in any discussion with the contacting party, or take any other action in response to such contact, other than (i) advising the contacting party that all Employees are under standing instructions to refer all such inquiries to counsel for action and (ii) notifying the Chief Compliance Officer for advice and counsel.

It is expected and required that all Employees fulfill their personal obligations to governmental and regulatory bodies. Such obligations include the filing of appropriate Federal, state and local tax returns, as well as the filing of any applicable forms or reports required by governmental bodies.

4.3 Publicity; Dealings with the Media.

Since securities of SGA Companies are being offered to sophisticated investors on a private placement basis, any public advertisement or communication related to the SGA Companies may be deemed a prohibited general solicitation, resulting in a violation of Federal securities laws. Accordingly, in order to avoid prohibited publicity, no Employee may address third parties (such as members of the media) regarding information about the Firm, the SGA Companies or any portfolio positions thereof, without the consent of the Chief Compliance Officer, and requests by any such third parties for information about the Firm or the SGA Companies should be directed to the Chief Compliance Officer.

21

4.4 Directorships; Outside Activities.

Prior to accepting a position as an officer or director of any company, an Employee must obtain approval from the Chief Compliance Officer. For so long as an Employee sits as a director on the board of any company, or serves in a similar capacity with respect to any company, such company shall be placed on the SGA Companies' restricted list. So long as it remains on such list, securities of such company may not be purchased or sold (unless from or to the issuer) on behalf of any SGA Company, absent prior written consent from counsel to, or another appropriate senior officer of, such company.

In the event that an Employee serves as a director or in a similar capacity with respect to any company whose securities are held in one or more SGA Company accounts, any director's fees or other similar compensation payable by such company to such Employee shall instead be paid, or promptly transferred by such Employee, to such SGA Companies on a pro-rata basis, in accordance with their respective interests in such company.

All outside activities by an Employee involving the publication of articles, or radio or television appearances, must be approved beforehand by the Managing Partner or the Chief Compliance Officer, even if not related directly to the Firm's business.

4.5 Confidentiality.

Information regarding advice furnished by the Firm to its clients, nonpublic data furnished to the Firm by any client, work product of the Firm's investment and trading staffs, and other proprietary data and information concerning the Firm (including, but not limited to, its investment positions, assets under management, buy and sell programs, performance record, and former, existing and potential clients), is the exclusive property of the Firm. Any Employee in possession of such information must keep it strictly confidential, and may not disclose it to third parties or use it for the benefit of any person other than the Firm. Any violation of the foregoing restriction without the permission of a Principal of the Firm is grounds for immediate dismissal.

22

4.6 Involvement in Litigation.

An Employee should immediately advise the Chief Compliance Officer if he or she (i) becomes involved in or is threatened with litigation, an administrative investigation, or legal or disciplinary proceedings of any kind, (ii) is subject to any judgment, suspension, order or arrest, or (iii) is contacted by any governmental or regulatory authority.

4.7 Annual Acknowledgment.

At least annually, each Employee shall sign an Employee Annual Acknowledgement Form in the form of Exhibit B hereto, confirming his or her receipt and understanding of, and agreement to abide by, the policies and procedures described in this Manual, and certifying that he or she has reported all personal securities transactions (other than transactions in Permitted Securities made for investment purposes) since the date of such Employee's last such acknowledgment.

New Employees must sign the Employee Annual Acknowledgment Form before commencing activities on behalf of the Firm or the SGA Companies.

PART V

HARASSMENT

In order to provide all Employees with a professional work environment, the Firm has adopted an anti-harassment policy that includes a prohibition against harassment of any kind and procedures for reporting and investigating harassment complaints. All Employees are required to familiarize themselves with and abide by the Firm's anti-harassment policy, a copy of which is attached hereto as Annex B.

23

PART VI

AN ELECTRONIC COMMUNICATIONS AND INTERNET USE POLICY

In order to provide all Employees with a professional work environment, the Firm has adopted an electronic communications and internet use policy that governs the use of and access to the Firm's computer resources. All Employees are required to familiarize themselves with and abide by the terms of such policy, a copy of which is attached hereto as Annex C.

PART VII

COMPLIANCE

The Chief Compliance Officer, in coordination with the other Principal of the Firm, shall be responsible for general administration of the policies and procedures set forth in this Manual. The Chief Compliance Officer shall review all reports submitted pursuant to this Manual, answer questions regarding the policies and procedures set forth in this Manual, update this Manual as may be required from time to time, and arrange for appropriate records to be maintained, including copies of all reports and forms submitted under this Manual. The Chief Compliance Officer shall also arrange for appropriate Employee briefings on the policies and procedures reflected in this Manual, as determined to be appropriate from time to time by the Chief Compliance Officer.

The Chief Compliance Officer, in coordination with the other Principal, may waive any requirement under this Manual if the facts and circumstances warrant such waiver.

The Chief Compliance Officer shall investigate any possible violations of the policies and procedures set forth in this Manual to determine whether sanctions should be imposed, which may include, inter alia, a letter of censure or suspension, termination of employment, or such other course of action as may be deemed appropriate, and shall report his findings and recommendations to the

24

Firms Principals for action. The Firm's Chief Compliance Officer will provide to the Firm's Board of Directors at each meeting a written report that describes any issues arising under the code of ethics or procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations.

In addition the Firm's Compliance Officer will provide to the Firm's Board of Directors as well as any registered investment companies that are managed by the Firm, a written certification indicating that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the code.

PART VIII

EMPLOYMENT AT WILL

This Manual is not a contract of employment and does not create any express or implied promises to any Employee or guarantee any fixed terms. This Manual does not alter the "employment at will" relationship in any way. Employment at will means that either the Employee or the Firm may terminate the employment relationship for any reason at any time, with or without notice.

25

ANNEX A

POLICIES AND PROCEDURES
DESIGNED TO DETECT AND PREVENT INSIDER TRADING

Section I. Policy Statement On Insider Trading.

The Firm forbids any of its Employees from trading, either personally or on behalf of others (including, but not limited to, the SGA Companies), 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 Employee and extends to activities within and outside Employees' duties at the Firm. Every Employee must read and retain this Policy Statement. Any questions regarding this Policy Statement should be referred to the Chief Compliance Officer, who is responsible for monitoring this Policy Statement and the procedures established therein.

THIS POLICY STATEMENT APPLIES TO THE FIRM, EMPLOYEES AND THE SGA COMPANIES

The term "insider trading" is not defined under Federal securities laws, but is generally understood to refer to the use of material nonpublic information, and to the communication of material nonpublic information to others, to trade in securities (whether or not one is an "insider" of the issuer of the securities being traded).

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(i) trading by an insider while in possession of material nonpublic information;

Annex A-1


(ii) 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

(iii) an insider, or a non-insider described in clause (ii) above, from communicating material nonpublic 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 Chief Compliance Officer.

Who is an Insider?

The concept of "insider" is broad. It includes all 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 company purposes. The Firm may become a temporary insider of a company it advises or for which it performs other services. Temporary insiders can also include, among others, a company's law firm, accounting firm, consulting firm and banks, and the employees of such organizations.

What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. "Material information" is generally defined as (i) information as to which there is a substantial likelihood that a reasonable investor would consider it important in making its investment decisions, (ii) information that, if publicly disclosed, is reasonably certain to have a substantial effect on the price of a company's securities, or (iii) information that could cause insiders to change their trading patterns. Information that Employees should consider material includes, without limitation, changes in dividend policies, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and significant new products, services or contracts.

Annex A-2


Material information can also relate to events or circumstances affecting the market for a company's securities. For example, in 1987 the U.S. 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.

What is Nonpublic Information?

Information is nonpublic until such time as 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. In addition, if information is being disseminated to traders generally by brokers or institutional analysts, such information would be considered public unless there is a reasonable basis to believe that such information is confidential and came from a corporate insider.

Annex A-3


Bases for Liability.

Fiduciary Duty Theory

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises where there is a fiduciary relationship. A relationship must exist between the parties to a transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or will refrain from trading.

In 1983, the Supreme Court stated that an outsider can acquire the fiduciary duties of an insider (i) by entering into a confidential relationship with a company through which the outsider gains material nonpublic information (e.g., attorneys, accountants, underwriters or consultants), or (ii) by becoming a "tippee" if the outsider is, or should have been, aware that it has been given confidential information by an insider who has violated its 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.

Misappropriation Theory

Another basis for insider trading liability is the "misappropriation theory", where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from another person. The Supreme Court found, in 1987, that 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.

Annex A-4


Penalties for Insider Trading.

Penalties for trading on or communicating material nonpublic information are severe, both for entities involved in such unlawful conduct and their employees. A person can be subject to some or all of the following penalties, even if he or she does not personally benefit from the violation. Penalties include:

o civil injunctions;

o treble damages;

o disgorgement of profits;

o jail sentences; and

o fines for the person who committed the violation of up to the greater of $1,000,000 or three times the amount of profit gained or loss avoided.

In addition, any violation of this Policy Statement can be expected to result in severe sanctions by the Firm and its affiliates, including dismissal of any Employees involved.

Section II. Procedures to Implement the Firm's Policies Against Insider Trading.

The following procedures have been established to aid Employees in avoiding insider trading, and to aid the Firm in preventing, detecting and imposing sanctions against insider trading. Every Employee must follow these procedures or risk serious sanctions, which may include dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.

Annex A-5


Identify Inside Information.

Before trading for yourself or others (including an SGA Company) in the securities of a company about which you may potentially have inside information, ask yourself the following questions:

(i) Is the information material? Is this information that an investor would consider important in making its investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed? Is this information which could cause insiders to change their trading habits?

(ii) Is the information nonpublic? To whom has this information been provided? Has the information been filed with the SEC, or been effectively communicated to the marketplace by being published in Reuters Economic Services, The Wall Street Journal or other publications of general circulation, or by appearing on the wire services?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have a question as to whether the information is material and nonpublic, you should take the following steps:

(i) Immediately report the matter to the Chief Compliance Officer (or, in her absence, Gordon Marchand).

(ii) Do not purchase or sell the securities on behalf of yourself or others, including the SGA Companies.

Annex A-6


(iii) Do not communicate the information to anyone inside or outside the Firm, other than to the Chief Compliance Officer (or, in her absence, Gordon Marchand).

After the 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.

Personal Securities Trading.

All personal trading by Employees is subject to the procedures set forth in
Section 2.5 of this Manual.

Restricting Access to Material Nonpublic 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 in Section II of this Annex A ("Procedures to Implement the Firm's Policies Against Insider Trading"). The Firm is establishing this policy to help avoid conflicts, appearances of impropriety, and the misuse of confidential, proprietary information. In addition, care should be taken so that all material nonpublic information is secure. For example, files containing material nonpublic information should be sealed, and access to computer files containing material nonpublic information should be restricted.

Resolving Issues Concerning Insider Trading.

If, after consideration of the items set forth in this Annex A, doubt remains as to whether information is material or nonpublic, or if there are any unresolved questions as to the applicability or interpretation of the foregoing procedures or as to the propriety of any action, these matters must be promptly discussed with the Chief Compliance Officer (or, in her absence, Gordon Marchand) before trading on the information or communicating it to anyone.

Annex A-7


Section III. Supervisory Procedures

The role of the Chief Compliance Officer is critical to the implementation and maintenance of the Firm's policies and procedures against insider trading. Supervisory procedures can be divided into two classifications: prevention of insider trading and detection of insider trading.

Prevention of Insider Trading.

To help prevent insider trading, the Chief Compliance Officer should:

(i) familiarize all new Employees with the Firm's policies and procedures;

(ii) answer questions regarding the Firm's policies and procedures;

(iii) resolve issues of whether information received by an Employee is material and nonpublic;

(iv) review at least annually, and update as necessary, the Firm's policies and procedures;

(v) when it has been determined that an Employee possesses material nonpublic information, implement measures to prevent dissemination of such information and, if necessary, restrict Employees from trading in the affected securities; and

(vi) promptly review each request by an Employee for clearance to trade in specified equity securities or corporate debt securities.

Annex A-8


Detection of Insider Trading.

To help detect insider trading (and to monitor against front-running), the Chief Compliance Officer should:

(i) review all brokerage statements submitted with respect to each Employee;

(ii) review the trading activity of the SGA Companies; and

(iii) compare such statements with such activity reports to determine the existence (or absence) of any suspicious personal trading patterns.

Annex A-9


ANNEX B

ANTI-HARASSMENT POLICY

It is the policy of the Firm to maintain a work environment in which all Employees are treated with respect and dignity. Each of us has the right to work in a professional atmosphere that prohibits discriminatory practices, including sexual harassment and harassment based on race, color, religion, gender, national origin, sexual orientation, marital status, age, disability, or any other characteristic protected by law. Harassment, whether verbal, physical or environmental, is unacceptable and will not be tolerated by the Firm. The purposes of this Anti-Harassment Policy are to educate all Employees about what may constitute harassment, to notify everyone who works at the Firm that the Firm will not condone or tolerate harassment, and to establish a procedure that encourages anyone who feels they have been subjected to harassment to report such conduct to representatives of the Firm, who will investigate and respond to any report.

Section I. Definition Of Harassment Based On Race, Color, Religion, Gender, National Origin, Age Or Disability

Harassment is verbal or physical conduct that denigrates or shows hostility or aversion towards an individual because of his or her race, color, religion, gender, national origin, sexual orientation, marital status, age, disability, or other characteristic protected by law (or that of any other person with whom that individual associates). For example, racial harassment includes harassment based on an immutable characteristic associated with race (e.g., skin color or facial features); religious harassment includes demands that an employee alter or renounce some religious belief in exchange for job benefits; and sexual harassment is defined more specifically below. It is the policy of the Firm to prohibit behavior which: (1) has the purpose or effect of creating an intimidating, hostile or offensive work environment; (2) has the purpose or effect of unreasonably interfering with an individual's work performance; or (3) otherwise adversely affects an individual's employment opportunities. It is not easy to define exactly what will constitute harassment based on race, color, religion, gender, national origin, marital status, sexual orientation, age, disability, or other characteristic protected by law. However, regardless of whether any single instance of behavior described below rises to the level of harassment, it is the Firm's policy that such behavior is inappropriate and offensive, and it will not be tolerated. Examples of behavior that violate this policy and may constitute harassing conduct include, but are not limited to: o epithets, slurs, quips, or negative stereotyping that relate to race, color, religion, gender, national origin, marital status, sexual orientation, age, disability, or any other characteristic protected by law;

Annex B-1


o threatening, intimidating or hostile acts that relate to race, color, religion, gender, national origin, marital status, sexual orientation, age, disability, or any other characteristic protected by law;

o written or graphic material (including graffiti) that denigrates or shows hostility or aversion toward an individual or group because of race, color, religion, gender, national origin, marital status, sexual orientation, age, disability, or any other characteristic protected by law, and that is placed on walls, bulletin boards or elsewhere on the Firm's premises, or circulated or displayed in the workplace; and

o "jokes", "pranks" or other forms of "humor" that are demeaning or hostile with regard to race, color, religion, gender, national origin, marital status, sexual orientation, age, disability, or any other characteristic protected by law.

Annex B-2


Section II. Definition Of Sexual Harassment

As defined by the courts and by the Equal Employment Opportunity Commission, sexual harassment includes unwelcome or unwanted gender-based conduct: (1) when an employee's submission to or rejection of such conduct affects decisions regarding hiring, evaluation, promotion or any other aspect of employment; or (2) when such conduct substantially interferes with an individual's employment or creates an intimidating, hostile or offensive work environment.

The Firm prohibits any inappropriate or offensive behavior, including, but not limited to:

o coerced sexual acts;

o express or implied demands for sexual favors in exchange for favorable reviews, assignments, promotions, continued employment, or promises of continued employment;

o touching or assaulting an individual's body, or staring, in a sexual manner;

o graphic, verbal commentary about an individual's body or sexuality;

o unwelcome or offensive sexual jokes, sexual language, sexual epithets, sexual gossip, sexual comments or sexual inquiries;

o unwelcome flirtations, advances or propositions;

Annex B-3


o continuing to ask an employee for a date after the employee has indicated that he or she is not interested;

o sexually suggestive or obscene comments or gestures;

o the display in the workplace of graphic and sexually suggestive objects, pictures or graffiti;

o negative statements or disparaging remarks targeted at one gender (either men or women), even if the content of the verbal abuse is not sexual in nature; or

o any form of retaliation against an employee for complaining about the type of behavior described above or for supporting the complaint of an alleged victim.

The types of behavior described above as examples of sexual harassment, or of harassment based on race, color, religion, gender, national origin, marital status, sexual orientation, age, disability, or any other characteristic protected by law, are unacceptable not only in the workplace but also in other work-related settings, such as on business trips or at business-related social events.

Section III. Individuals Covered By The Anti-Harassment Policy

This policy covers all Employees. Any type of harassment, whether engaged in by fellow Employees, supervisors, partners, or non-Employees with whom the Employee comes into contact in the course of employment (e.g., service providers or contractors), is contrary to this Anti-Harassment Policy and will not be tolerated. The Firm encourages the reporting of all incidents of harassment, regardless of whom the offender may be.

Annex B-4


Section IV. Reporting And Investigating A Complaint

The Firm encourages individuals who believe they are being harassed to firmly and promptly notify the alleged offender that his or her behavior is offensive or unwelcome. However, whether or not you choose to discuss the incident with the alleged offender, we ask individuals who believe they have been subjected to harassment or discrimination to report the incident to the Chief Compliance Officer or another Principal of the Firm. The Firm cannot fulfill its obligations, and meet its goal of creating and preserving a workplace free of discrimination and harassment, unless the proper representatives are notified.

We encourage prompt reporting of complaints so that rapid and appropriate action may be taken. Due to the sensitivity of these problems, however, we will not impose a time limitation for reporting harassment complaints. Late reporting of complaints will not, in and of itself, prevent the Firm from responding to the complaint.

The Firm will not retaliate in any way against an Employee who makes a report of perceived harassment, nor will it permit any supervisor or other Employee to do so. Retaliation is a serious violation of the Firm's Anti-Harassment Policy, and anyone who feels they have been subjected to any acts of retaliation should immediately report such conduct. Any person who retaliates against another individual for reporting any perceived acts of harassment will be subject to appropriate disciplinary action, up to and including possible discharge.

The Firm also encourages Employees to report perceived acts of harassment by clients, vendors, contract personnel, other service providers, and other non-Employees.

All allegations of harassment will be promptly investigated. The Firm will endeavor to maintain confidentiality throughout the investigatory process to the extent practical and appropriate under the circumstances. The Firm, however, has a legal obligation to act on all information received if it believes an individual may be engaging in wrongful conduct or a violation of law.

Annex B-5


If the Firm finds that this Anti-Harassment Policy has been violated, the harasser will be subject to appropriate disciplinary action. Although the specific corrective and disciplinary actions against the alleged harasser will be within the Firm's discretion, they may include oral or written reprimand, referral to appropriate counseling, withholding of a promotion or bonus, reassignment, temporary suspension and/or discharge. If the complainant or the alleged offender is dissatisfied with the outcome of the investigation, either individual has the right to seek reconsideration of the decision. The dissatisfied party should submit his or her written comments in a timely manner to the Chief Compliance Officer.

The Firm recognizes that false accusations of harassment can cause serious harm to innocent persons. If an investigation results in a finding that the complainant knowingly and falsely accused another person of harassment, the complainant will be subject to appropriate disciplinary action, up to and including possible discharge.

The Firm has developed this Anti-Harassment Policy to ensure that all Employees can work in an environment free from sexual harassment and from harassment based on race, color, religion, gender, national origin, marital status, sexual orientation, age, disability, or any other characteristic protected by law. We ask all Employees to work with us to accomplish that goal.

Annex B-6


ANNEX C
ELECTRONIC COMMUNICATIONS AND INTERNET USE POLICY

Access to electronic communication means and computer systems owned or operated by the Firm -- including, but not limited to, voice-mail, computer hardware and software, electronic mail ("E-mail") and the Internet (collectively, its "Communications Systems") -- imposes certain responsibilities and obligations. Access to its Communications Systems is granted solely at the Firm's discretion, and is subject to the Firm's policies and to applicable laws. Business Use

The Firm's Communications Systems are intended for business use only, both internally and externally. Although the Firm permits personal use of its Communications Systems, such personal use should be kept to a minimum.

The Firm strictly prohibits the use of its Communications Systems in a way that may be harassing, disruptive, offensive, or harmful to morale. There is to be no display or transmission of sexually-explicit images, messages or cartoons, or any transmission or use of E-mail or other communication that contains ethnic slurs, racial epithets, or anything that may be construed as harassment or disparagement of others based on their race, color, religion, gender, national origin, sexual orientation, marital status, age, disability, or any other characteristic protected by law. This prohibition includes, but is not limited to, dissemination of information that contains profane language or panders to bigotry, sexism or other forms of discrimination, the use of messaging services or E-mail to harass, intimidate or otherwise annoy another person, and the transmission or storage of any information that contains obscene, indecent, lewd or lascivious material.

Annex C-1


Use of the Firm's Communications Systems should always reflect honesty, high ethical and moral responsibility, and respect for intellectual property rights, ownership of data and system security mechanisms. Creating, modifying, executing or re-translating any computer program with the intent of obscuring the true identity of the sender of an E-mail, including, but not limited to, the forgery of messages and/or the alteration of system and/or user data used to identify the sender of messages, is prohibited.

Employees who use Communications Systems must refrain from deliberately engaging in activities that are intended to hinder another Employee's ability to do his or her work. Deliberate alteration of system files is vandalism, and is prohibited. Accessing any restricted files of the Firm, as well as computer "hacking" of any sort, is prohibited. No Employee may use the Firm's Communications Systems to create or propagate computer viruses, cause damage to files or any other component of the Communications Systems, or disrupt computer services. The Firm expects all Employees to exhibit restraint in their consumption of scarce resources. Because the

Communications Systems are intensively used, playing games, experimenting with graphics tools, reading electronic news and other activities may be restricted at times. Users must comply with any priority the Firm imposes regarding the use of its Communications Systems.

Confidential Information

In accordance with the Firm's policy regarding confidentiality of Firm information, all Employees should exercise utmost care when corresponding with non-Employees, and especially when transmitting the Firm's proprietary data or information via E-mail. Since E-mail makes it easier to redistribute or misdirect information to unauthorized recipients, E-mail is an inappropriate method of communicating certain types of confidential information. Employees should consult their supervisor and the systems administrator before transmitting via E-mail highly sensitive or confidential information.

Annex C-2


The Firm requires its employees to use E-mail in a way that respects the confidential and proprietary information of others. Employees are prohibited from copying or distributing copyrighted material (e.g., software, database files, documentation and articles) using the Firm's E-mail system. Access to Information

The Firm reserves the right to review and disclose all electronic documents (i.e., word processing documents, spreadsheets, databases, and computer files of all other kinds) and messages (including, but not limited to, E-mails, voice-mails, and any other means of electronic communications) that are stored or processed on its Communications Systems, including documents and messages which do not relate to Firm business. Authorized representatives of the Firm may review such information for any purpose related to Firm business, including, but not limited to, retrieving business information, trouble-shooting hardware and software problems, preventing system misuse, investigating alleged or suspected misconduct, assuring compliance with software distribution policies, assuring compliance with applicable legal requirements, and complying with legal and regulatory requests for information.

Employees should also be aware that others may access (i.e., view, listen to, copy, print, etc.) electronic documents and messages inadvertently. In addition, in some instances, some degree of retrieval may be possible even of electronic documents or messages that have been "deleted" by individual system users.

No Privacy Rights

Given these circumstances and business requirements, the Firm does not guarantee the privacy of electronic documents and messages stored or processed on its Communications Systems. In using the Firm's Communications Systems, all Employees waive any expectation of, or right to, privacy with regard to such use.

Annex C-3


Enforcement of this Policy

Any Employee who becomes aware of misuse of the Firm's Communications Systems should report the matter to the Chief Compliance Officer. Violation of this Electronic Communications and Internet Use Policy may subject an Employee to appropriate disciplinary action, up to and including termination.

Annex C-4


EXHIBIT A

PERSONAL SECURITIES TRADING REQUEST FORM

1. Name of person seeking authorization:

2. Account for which approval is sought (e.g., personal, spouse, IRA):


3. Issuer:

4. Class or type of security:

5. No. of units to be bought, sold, acquired, or disposed of:

6. Transaction is: ____ buy to position long ____ buy to cover ____ sell to position short ____ sell to close ____ other (specify: ________________)

7. Broker-dealer to be used: _______________________________________

Signature of Person
Seeking Authorization:

_______________________ Date: _________________

* * * * *

The foregoing transaction is approved.

_________________________ Date: ___________________ Name:
Title:

(Oral notification provided on ___________________ by ___________________.)

Exhibit A-1


EXHIBIT B

EMPLOYEE ANNUAL ACKNOWLEDGMENT FORM

The undersigned (the "Employee") acknowledges having received and read a copy of (i) the Compliance Manual and Code of Ethics, including all Annexes and Exhibits thereto, dated JULY 2003 Revised October 2005 (the "Manual")* of Sustainable Growth Advisers, LP (the "Firm"), and agrees to abide by the provisions thereof.

The Employee further acknowledges and agrees that:

a. The Employee will promptly disclose to the Firm's Chief Compliance Officer all of his or her Proprietary Accounts (other than accounts in which the Employee trades only in Permitted Securities for investment purposes). The Employee will arrange for duplicate copies of all account statements relating to each such Proprietary Account to be sent by the broker-dealer directly to the Chief Compliance Officer at least monthly, at the same time as they are sent to the Employee.

b. The Employee will not trade on the basis of, or disclose to any third party, material nonpublic information or confidential information regarding any SGA Company, except as expressly provided in the Manual.

c. The Employee will not engage in transactions involving securities appearing on a list of "Restricted Securities" that may be circulated from time to time by the Chief Compliance Officer, and will obtain the prior written approval of the Chief Compliance Officer for any trade (other than a trade in Permitted Securities for investment purposes) for a Proprietary Account or for the account of any person other than an SGA Company.


* This Employee Annual Acknowledgment Form is an integral part of the Manual. Capitalized terms not defined herein shall have the respective meanings set out in the Manual.

Exhibit B-1


d. The Employee will not, without the prior approval of the Chief Compliance Officer, disclose to any third party any information that the Employee obtains regarding advice furnished by the Firm to its clients, nonpublic data furnished to the Firm by any client, work product of the Firm's investment and trading staffs, or other proprietary data or information concerning the Firm (including, but not limited to, its investment positions, assets under management, buy and sell programs, performance record, and former, existing and potential clients).

e. The Employee will certify in writing to the Firm at least annually that he or she has reported to the Firm all securities transactions required by the Manual to be so reported since the date of the Employee's last such certification.

f. The Chief Compliance Officer has provided an orientation to the Employee concerning the contents of the Manual, in the course of which the Employee was afforded an opportunity to ask questions of the Chief Compliance Officer about the policies and procedures established in the Manual.

g. The Employee understands that his or her observance of the policies and procedures contained in the Manual is a material condition of the Employee's association with the Firm, and that any violation of such policies and procedures by the Employee may be grounds for immediate termination by the Firm, as well as possible civil and criminal penalties. The Employee further understands that a willful or intentional breach of any Federal, state or local law may result in disciplinary action and/or termination by the Firm. The Employee acknowledges that any material misrepresentation, false statement or omission by him or her, either orally or in writing, in connection with his or her employment at the Firm may result in disciplinary action, including possible termination of such employment.

Exhibit B-2


h. The Employee also understands that they have an obligation to immediately report any actual or potential violations of the code by any employee, including themselves, to the Chief Compliance Officer or a Principal of SGA.

Exhibit B-3


Sustainable Growth Advisers, LP Compliance Manual and Code of Ethics

Dated July 2003 Revised October 2005

Signature Page

By his or her signature below, the Employee pledges to abide by the policies and procedures described in the Manual, and affirms that he or she has not previously violated such policies or procedures and has reported to the Firm all personal securities transactions required thereby to be so reported in the most recent calendar year.

-----------------------------------                 ----------------------------
Date                                                Name of Employee

                                                    ----------------------------
                                                    Signature of Employee

Exhibit B-4


Effective February 1, 2005

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES


CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

TABLE OF CONTENTS

                                                                            Page
GENERAL POLICY STATEMENT.....................................................1-1
       Purpose of Code of Ethics and Conduct.................................1-1
       Persons and Entities Subject to the Code..............................1-2
       Definition of Supervised Persons .....................................1-2
       Status as a Fiduciary.................................................1-2
       Adviser Act Requirements for Supervised Persons ......................1-3
       NASDAQ Requirements...................................................1-3
       What the Code Does Not Cover..........................................1-3
             Sarbanes-Oxley Codes............................................1-4
             Compliance Procedures for Funds and Federal Advisers............1-4
       Compliance with the Code..............................................1-4
       Questions Regarding the Code..........................................1-4
STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL........................2-1
       Allocation of Client Brokerage........................................2-1
       Annual Verification of Compliance.....................................2-1
       Antitrust   .....................................................2-1; 7-1
       Anti-Money Laundering.................................................2-1
       Compliance with Copyright and Trademark Laws.....................2-1; 5-1
       Computer Security................................................2-1; 6-1
       Conflicts of Interest.................................................2-2
             Relationships with Profitmaking Enterprises.....................2-2
             Service with Nonprofitmaking Organizations......................2-2
             Relationships with Financial Service Firms......................2-3
             Existing Relationships with Potential Vendors...................2-3
             Conflicts in Connection with Proxy Voting.......................2-3
       Confidentiality.......................................................2-4

i-1

      Internal Operating Procedures and Planning......................2-4
      Clients, Fund Shareholders, and TRP Brokerage Customers.........2-4
      Investment Advice...............................................2-4
      Investment Research.............................................2-5
      Employee Information............................................2-5
      Information about the Price Funds...............................2-5
      Understanding as to Clients' Accounts and Company Records
        at Time of Termination of Association.........................2-5
      Health Insurance Portability and Accountability Act of 1996
      ("HIPAA").......................................................2-6
Employment of Former Government Employees.............................2-6
Financial Reporting...................................................2-6
Gifts and Gratuities..................................................2-6
      Receipt of Gifts................................................2-6
      Giving of Gifts.................................................2-7
      Additional Requirements for the Giving of Gifts in Connection
        with the Broker/Dealer........................................2-8
      Entertainment...................................................2-8
      Research Trips..................................................2-9
      Other Payments from Brokers, Portfolio Companies, and Vendors...2-9
Health and Safety in the Workplace...................................2-10
Human Resources......................................................2-10
      Equal Opportunity..............................................2-10
      Drug Free and Alcohol Free Environment.........................2-10
      Past and Current Litigation....................................2-10
      Policy Against Harassment and Discrimination...................2-11
Illegal Payments.....................................................2-11
Inside Information...................................................2-11
Investment Clubs.....................................................2-12
Marketing and Sales Activities.......................................2-12
Political Activities and Contributions...............................2-12
      Lobbying.......................................................2-13
Protection of Corporate Assets.......................................2-13
Quality of Services..................................................2-14

i-2

       Record Retention.....................................................2-14
       Referral Fees........................................................2-14
       Release of Information to the Press..................................2-14
       Responsibility to Report Violations..................................2-15
             General Obligation.............................................2-15
             Sarbanes-Oxley Whistleblower Procedures........................2-15
             Sarbanes-Oxley Attorney Reporting Requirements.................2-15
       Service as Trustee, Executor or Personal Representative..............2-15
       Speaking Engagements and Publications................................2-16
       Appendix A.............................................................2A

STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION.............3-1
APPENDIX B....................................................................3B
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS...............................4-1
STATEMENT OF POLICY WITH RESPECT TO COMPLIANCE
   WITH COPYRIGHT AND TRADEMARK LAWS.........................................5-1
STATEMENT OF POLICY WITH RESPECT TO COMPUTER SECURITY
   AND RELATED ISSUES........................................................6-1

STATEMENT OF POLICY ON COMPLIANCE WITH
ANTITRUST LAWS 7-1
STATEMENT OF POLICIES AND PROCEDURES ON PRIVACY..............................8-1

February, 2005

i-3

CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

INDEX

Access Persons...............................................................4-3
Activities, Political.......................................................2-12
Adviser Act Requirements for Supervised Persons .............................1-3
Advisory Board Membership for Profitmaking Enterprise .......................2-2
Alcohol Free Environment....................................................2-10
Allocation of Client Brokerage...............................................2-1
Antitrust...............................................................2-1; 7-1
Anti-Money Laundering........................................................2-1
Annual Disclosure by Access Persons.........................................4-31
Annual Verification of Compliance............................................2-1
Assets, Protection of Corporate.............................................2-13
Association of Investment Management and Research ("AIMR")..................2-12
Beneficial Ownership.........................................................4-5
Chief Compliance Officer ...................................................2-15
Chinese Wall................................................................3-12
Clients' Accounts and Company Records........................................2-5
Client Brokerage, Allocation of..............................................2-1
Clients, Shareholders and Brokerage Customers................................2-4
Client Limit Orders.........................................................4-27
Code Compliance Section .....................................................1-1
Code of Ethics and Conduct, Compliance with..................................1-4
Code of Ethics and Conduct, Purpose of.......................................1-1
Code of Ethics and Conduct, Questions Regarding..............................1-4
Code of Ethics and Conduct, Persons and Entities Subject to..................1-2
Co-Investment with Client Investment Partnerships...........................4-24
Commodity Futures Contracts.................................................4-10

ii-1


Compliance Procedures, Funds and Federal Advisers............................1-4
Computer Security.......................................................2-1; 6-1
Conduct, Standards of, Price Group and its Personnel.........................2-1
Confidentiality/Privacy.................................................2-4; 8-1
Confidentiality of Computer Systems Activities and Information...............6-1
Conflicts of Interest........................................................2-2
Contributions, Political....................................................2-12
Copyright Laws, Compliance with.........................................2-1; 5-1
Corporate Assets, Protection of.............................................2-13
Criminal Justice Act 1993....................................................3-8
Data Privacy and Protection..................................................6-2
Drug Free Environment.......................................................2-10
Employment of Former Government Employees....................................2-6
Entertainment................................................................2-8
Equal Opportunity...........................................................2-10
Excessive Trading, Mutual Funds Shares.......................................4-2
Exchange Traded Funds ("ETFs")..............................................4-13
Exchange - Traded Index Options.............................................4-27
Executor, Service as........................................................2-15
Fees, Referral..............................................................2-14
Fiduciary, Price Advisers' Status as a .................................1-2; 4-1
Financial Reporting..........................................................2-6
Financial Service Firms, Relationships with..................................2-3
Financial Services and Markets Act 2000................................3-8; 3-11
Front Running................................................................4-1
Gambling Related to Securities Markets......................................4-30
General Policy Statement.....................................................1-1
Gifts, Giving................................................................2-7
Gifts, Receipt of............................................................2-6
Government Employees, Employment of Former...................................2-6
Harassment and Discrimination, Policy Against...............................2-11
Health and Safety in the Workplace..........................................2-10
Health Insurance Portability and Accountability Act of 1996 ("HIPAA")........2-6

ii-2


iTrade................................................................4-15; 4-17
Illegal Payments............................................................2-11
Independent Directors of Price Funds, Reporting.............................4-22
Independent Directors of Price Group, Reporting.............................4-24
Independent Directors of Savings Bank, Transaction Reporting................4-25
Information, Release to the Press...........................................2-14
Initial Public Offerings..............................................4-13; 4-15
Inside Information.....................................................2-11; 3-1
Insider Trading and Securities Fraud Enforcement Act of 1988............3-1; 4-1
Interest, Conflicts of.......................................................2-2
Intermediaries, Restrictions on Holding Price Funds Through by Access
 Persons....................................................................4-11
Internal Operating Procedures and Planning...................................2-4
Internet, Access to..........................................................6-4
Investment Advice............................................................2-4
Investment Clubs......................................................2-12; 4-25
Investment Personnel.........................................................4-4
Investment Personnel, Reporting of Open-end Investment Company Holdings by..4-31
Investment Research..........................................................2-5
Large Issuer/Volume Transactions............................................4-26
Litigation, Past and Current................................................2-10
Lobbying....................................................................2-13
Margin Accounts.............................................................4-26
Market Timing, Mutual Fund Shares ...........................................4-2
Marketing and Sales Activities..............................................2-12
Mutual Fund Shares, Excessive Trading of ....................................4-2
NASDAQ Requirements..........................................................1-3
Non-Access Persons...........................................................4-4
Nonprofitmaking Organizations, Service with..................................2-2
Open-End Investment Company Holdings, Reporting by Investment Personnel ....4-31
Options and Futures.........................................................4-28
Payments from Brokers, Portfolio Companies, and Vendors......................2-9
Payments, Illegal...........................................................2-11
Personal Securities Holdings, Disclosure of by Access Persons...............4-30

ii-3


Personal Representative, Service as.........................................2-15
Political Action Committee ("PAC")..........................................2-13
Political Activities and Contributions......................................2-12
Press, Release of Information to the........................................2-14
Price Funds Held Through Intermediaries ....................................4-11
Price Funds Held on Price Platforms or Through TRP Brokerage ...............4-11
Price Group, Standards of Conduct............................................2-1
Price Group Stock, Transactions in...........................................4-6
Price Platforms ............................................................4-11
Prior Transaction Clearance of Securities Transactions (other than Price Group
 stock).....................................................................4-13
Prior Transaction Clearance Denials, Requests for Reconsideration...........4-18
Privacy Policies and Procedures..............................................8-1
Private Placement, Investment In......................................4-14; 4-16
Private Placement Memoranda.................................................3-13
Profitmaking Enterprises, Relationships with.................................2-2
Protection of Corporate Assets..............................................2-13
Publications................................................................2-16
Quality of Services.........................................................2-14
Questions Regarding the Code.................................................1-4
Rating Changes on Security............................................4-18; 4-26
Record Retention............................................................2-14
Referral Fees...............................................................2-14
Regulation FD................................................................3-7
Release of Information to the Press.........................................2-14
Reportable Funds ...........................................................4-11
Reporting by Independent Directors of the Price Funds.......................4-22
Reporting by Independent Directors of Price Group...........................4-24
Reporting by Independent Directors of the Savings Bank......................4-25
Reporting, Financial.........................................................2-6
Reporting, Price Group Stock Transactions....................................4-8
Reporting, Securities Transactions (other than Price Group stock)
     (not Independent Directors)............................................4-20
Reporting Violations .......................................................2-15

ii-4


Research Trips...............................................................2-9
Restricted List.............................................................3-12
Retention of Code ...........................................................1-1
Retention, Record...........................................................2-14
Rule 10b5-1..................................................................3-6
Rule 10b5-2..................................................................3-4
Safety and Health in the Workplace..........................................2-10
Sales and Marketing Activities..............................................2-12
Sanctions..............................................................1-4; 4-32
Sarbanes-Oxley Attorney Reporting Requirements..............................2-15
Sarbanes-Oxley Codes.........................................................1-4
Sarbanes-Oxley Whistleblower Procedures.....................................2-15
Savings Bank.................................................................4-1
Section 529 College Investment Plans, Reporting ......................4-12; 4-21
Securities Accounts, Notification of .......................................4-19
Securities Transactions, Reporting of (other than Price Group stock)
   (not Independent Directors) .............................................4-20
Services, Quality of........................................................2-14
Short Sales.................................................................4-29
Sixty (60) Day Rule.........................................................4-29
Software Programs, Application of Copyright Law..............................6-8
Speaking Engagements........................................................2-16
Standards of Conduct of Price Group and its Personnel........................2-1
Statement, General Policy....................................................1-1
Supervised Persons, Adviser Act Requirements for ............................1-3
Supervised Persons, Definition of ...........................................1-2
T. Rowe Price Platform .....................................................4-11
Trademark Laws, Compliance with..........................................2-1;5-1
Temporary Workers, Application of Code to...............................1-2; 4-3
Termination of Association...................................................2-5
Trading Activity, Generally.................................................4-26
Trading Activity, Mutual Fund Shares.........................................4-2
Trading Price Funds on Price Platforms/Brokerage ...........................4-11

ii-5


Trading Price Funds Through Intermediaries .................................4-11
Trips, Research..............................................................2-9
Trustee, Service as.........................................................2-15
Vendors, Relationships with Potential........................................2-3
Violations, Responsibility to Report........................................2-15
Waiver for Executive Officer, Reporting of...................................1-3
Watch List..................................................................3-12
Whistleblower Procedures, Sarbanes-Oxley....................................2-15
February, 2005

ii-6


CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

GENERAL POLICY STATEMENT

Purpose of Code of Ethics and Conduct. As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to always act in their best interests. Over the 67 years of our Company's history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity. This has been possible by conducting our business on a set of shared values and principles of trust.

In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. ("T. Rowe Price," "Price Group" or "Group") has adopted this Code of Ethics and Conduct ("Code"). Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt. As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions. In total, our Code contains 26 separate Standards of Conduct as well as the following separate Statements of Policy:

1. Statement of Policy on Material, Inside (Non-Public) Information
2. Statement of Policy on Securities Transactions
3. Statement of Policy with Respect to Compliance with Copyright and Trademark Laws
4. Statement of Policy with Respect to Computer Security and Related Issues
5. Statement of Policy on Compliance with Antitrust Laws
6. Statement of Policies and Procedures on Privacy

A copy of this Code will be retained by the Code Administration and Regulatory Reporting Section of Group Compliance in Baltimore ("Code Compliance Section") for five years from the date it is last in effect. While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face. The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties. Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

Each new employee will be provided with a copy of the current Code and all employees will be provided with a copy of the Code annually and whenever it is materially amended. In these instances, each employee will be required to provide Price Group with a written acknowledgement of his or her receipt of the Code and its amendments on at least an annual basis. All written acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the "Advisers Act.") The current Code is also posted on the firm's intranet under Corporate/Legal so that it is easily accessible by employees at any time.

1-1


Please read the Code carefully and observe and adhere to its guidance.

Persons and Entities Subject to the Code. The following entities and individuals are subject to the Code:

o Price Group

o The subsidiaries and affiliates of Price Group

o The officers, directors and employees of Group and its affiliates and subsidiaries

Unless the context otherwise requires, the terms "Price Group" and "Group" refer to Price Group and all its affiliates and subsidiaries.

In addition, the following persons are subject to the Code:

1. All temporary workers hired on the Price Group payroll ("TRP Temporaries");

2. All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

3. All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and

4. Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

The independent directors of Price Group, the Price Funds and the Savings Bank are subject to the principles of the Code generally and to specific provisions of the Code as noted.

Definition of Supervised Persons. Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Adviser's supervision and control are "Supervised Persons."

Status as a Fiduciary. Several of Price Group's subsidiaries are investment advisers registered with the United States Securities and Exchange Commission ("SEC"). These include T. Rowe Price Associates, Inc. ("TRPA"), T. Rowe Price International, Inc. ("TRPI"), T. Rowe Price Stable Asset Management, Inc. ("SAM"), T. Rowe Price Advisory Services, Inc. ("TRPAS"), T. Rowe Price Canada, Inc. ("TRP Canada"), T. Rowe Price Global Investment Services Limited ("TRPGIS") and T. Rowe Price Global Asset Management Limited ("TRPGAM"). TRPI, TRPGIS, and TRPGAM are also registered with the United Kingdom's Financial Services Authority ("FSA"). TRPI is also registered with the Hong Kong Securities and Futures Commission ("SFC") and the Monetary Authority of Singapore ("MAS") and TRPGIS is also subject to regulation by both the Kanto Local Finance Bureau

1-2


("KLFB") and the Financial Services Agency ("FSA Japan") in Japan. All advisers affiliated with Group will be referred to collectively as the "Price Advisers" unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients' investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

Adviser Act Requirements for Supervised Persons. The Advisers Act requires investment advisers to adopt codes that:

o establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;

o require Supervised Persons to comply with all applicable securities laws, including:

o Securites Act of 1933
o Securities Exchange Act of 1934
o Sarbanes Oxley Act of 2002
o Investment Company Act of 1940
o Investment Advisers Act of 1940
o Gramm-Leach-Bliley Privacy Act
o Any rules adopted by the SEC under any of the foregoing Acts; and
o Bank Secrecy Act as it applies to mutual funds and investment advisers and any rules adopted under that Act by the SEC or the United States Department of the Treasury;

o require Supervised Persons to report violations of the code promptly to the adviser's chief compliance officer or his or her designee if the chief compliance officer also receives reports of all violations; and

o require the adviser to provide each Supervised Person with a copy of the code and any amendments and requiring Supervised Persons to provide the adviser with written acknowledgement of receipt of the code and any amendments.

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

NASDAQ Requirements. In 2003, The Nasdaq Stock Market, Inc. ("NASDAQ") adopted amendments to its rules to require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this requirement. A waiver of this Code for an executive officer of T. Rowe Price Group, Inc. must be granted by Group's Board of Directors and reported as required by the pertinent NASDAQ rule.

What the Code Does Not Cover. The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. ("Investment Services") is a member of the National Association of Securities Dealers, Inc. ("NASD") and,

1-3


as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of the NASD. In addition, TRPI, TRPGAM and TRPGIS are subject to the rules and regulations of FSA and TRPI is also subject to the rules and regulations of the SFC and MAS. TRPGIS is also subject to the rules and regulations of the KLFB.

Sarbanes-Oxley Codes. The Principal Executive and Senior Financial Officers of Price Group and the Price Funds are also subject to Codes (collectively the "S-O Codes") adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act"). These S-O Codes, which are available along with this Code on the firm's intranet site under Corporate/Legal/Codes of Ethics, are supplementary to this Code, but administered separately from it and each other.

Compliance Procedures for Funds and Federal Advisers. Under Rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the fund's advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

Compliance with the Code. Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code. The names of the members of the Management Committee are included in Appendix A to this Code.

Questions Regarding the Code. Questions regarding the Code should be referred as follows:

1. Standards of Conduct of Price Group and Its Personnel: the Chairperson of the Ethics Committee, the Director of Human Resources, or the TRP International Compliance Team.

2. Statement of Policy on Material, Inside (Non-Public) Information: Legal Department in Baltimore ("Legal Department") or the TRP International Compliance Team.

3. Statement of Policy on Securities Transactions: For U.S. personnel: the Chairperson of the Ethics Committee or his or her designee; for International personnel: the TRP International Compliance Team.

4. Statement of Policy with Respect to Compliance with Copyright and Trademark Laws: Legal Department.

5. Statement of Policy with Respect to Computer Security and Related Issues:
Enterprise Security, the Legal Department or the TRP International Compliance Team.

1-4


6. Statement of Policy on Compliance with Antitrust Laws: Legal Department.

5. Statement of Policies and Procedures on Privacy: Legal Department or the TRP International Compliance Team.

For additional information, consult Appendix A following the Standards of Conduct section of the Code.

February, 2005

1-5


STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

Allocation of Client Brokerage. The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part II of Form ADV of each of the Price Advisers. The Form ADV is each adviser's registration statement filed with the SEC. It is imperative that all employees -- especially those who are in a position to make recommendations regarding brokerage allocation, or who are authorized to select brokers that will execute securities transactions on behalf of our clients -- read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers' allocation policies for client brokerage should be addressed to the designated contact person(s) of the U.S. Equity or Fixed Income or the International Committee, as appropriate. See Appendix A.

Annual Verification of Compliance. Each year, each person subject to the Code (see p. 1-2) is required to complete a Verification Statement regarding his or her compliance with various provisions of this Code, including its policies on personal securities transactions and material, inside information. In addition, each Access Person (defined on p. 4-3), except the independent directors of the Price Funds, must file an initial and annual Personal Securities Report (see pp. 4-30 and 4-31).

Antitrust. The United States antitrust laws are designed to ensure fair competition and preserve the free enterprise system. The United Kingdom and the European Union have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees' understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws. All employees should read and understand this Statement (see page 7-1).

Anti-Money Laundering. Certain subsidiaries of Price Group are subject to United States or United Kingdom laws and regulations regarding the prevention and detection of money laundering. For example, under the U.S. Patriot Act, the affected subsidiaries must develop internal policies, procedures and controls to combat money laundering, designate a Compliance Officer for the anti-money laundering program, implement employee training in this area, and ensure that an independent review of the adequacy of controls and procedures in this area occurs annually. In addition, the anti-money laundering program must include a Customer Identification Program ("CIP"). Each of these entities has specific procedures in this area, by which its employees must abide.

Compliance with Copyright and Trademark Laws. To protect Price Group and its employees, Price Group has adopted a Statement of Policy with Respect to Compliance with Copyright and Trademark Laws. You should read and understand this Statement (see page 5-1).

Computer Security. Computer systems and programs play a central role in Price Group's operations. To establish appropriate computer security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy with Respect to Computer Security and Related Issues. You should read and understand this Statement (see page 6-1).

2-1


Conflicts of Interest. All employees must avoid placing themselves in a "compromising position" where their interests may be in conflict with those of Price Group or its clients.

Relationships with Profitmaking Enterprises. Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

General Prohibitions. Employees are generally prohibited from serving as officers or directors of issuers that are approved or likely to be approved for purchase in our firm's client accounts. In addition, an employee may not accept outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker/dealer, investment adviser or an insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer of the broker/dealer. An employee also may not become independently registered as an investment adviser.

Approval Process. Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self employment, must be approved in writing by the employee's supervisor. If the employee is a registered representative of Investment Services, he or she must also receive the written approval of the Chief Compliance Officer of the broker/dealer.

Review by Ethics Committee. If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interests of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise, employment by another firm in the securities industry, or self employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final. See below for a discussion of relationships with financial services firms.

Approved Service as Director or Similar Position. Certain employees may serve as directors or as members of creditors committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

Service with Nonprofitmaking Organizations. Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

Approval Process. The approval process for service with a nonprofitmaking organization varies depending upon the activity undertaken.

2-2


By Supervisor. An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee or member of the Board of Directors of any non-profit organization.

By Ethics Committee Chairperson. If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker/dealer before accepting the position.

Although individuals serving as officers, Board members or trustees for nonprofitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations (e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

Relationships with Financial Service Firms. In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker/dealers, investment advisers or other companies engaged in the mutual fund industry. Of course, all such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

If any member of an employee's immediate family is employed by, or has a partnership interest in a broker/dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.

An ownership interest of .5% or more in any entity, including a broker/dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Section. See p. 4-30.

Existing Relationships with Potential Vendors. If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any on-going personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.

Conflicts in Connection with Proxy Voting. If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm's proxy voting policies.

2-3


Confidentiality. The exercise of confidentiality extends to the major areas of our operations, including internal operating procedures and planning; clients, fund shareholders and TRP Brokerage customers; investment advice; investment research; and employee information. The duty to exercise confidentiality applies not only while an individual is associated with the firm, but also after he or she terminates that association.

Internal Operating Procedures and Planning. During the years we have been in business, a great deal of creative talent has been used to develop specialized and unique methods of operations and portfolio management. In many cases, we feel these methods give us an advantage over our competitors and we do not want these ideas disseminated outside our firm. Accordingly, you should be guarded in discussing our business practices with outsiders. Any requests from outsiders for specific information of this type should be cleared with the appropriate supervisor before it is released.

Also, from time to time management holds meetings in which material, non-public information concerning the firm's future plans is disclosed. You should never discuss confidential information with, or provide copies of written material concerning the firm's internal operating procedures or projections for the future to, unauthorized persons outside the firm.

Clients, Fund Shareholders, and TRP Brokerage Customers. In many instances, when clients subscribe to our services, we ask them to disclose fully their financial status and needs. This is done only after we have assured them that every member of our organization will hold this information in strict confidence. It is essential that we respect their trust. A simple rule for you to follow is that the names of our clients, fund shareholders, or TRP Brokerage customers or any information pertaining to their investments must never be divulged to anyone outside the firm, not even to members of their immediate families, and must never be used as a basis for personal trades over which you have beneficial interest or control.

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy, which is part of this Code (see p. 8-1).

Investment Advice. Because of the fine reputation our firm enjoys, there is a great deal of public interest in what we are doing in the market. There are two major considerations that dictate why we must not provide investment "tips":

o From the point of view of our clients, it is not fair to give other people information which clients must purchase.

o From the point of view of the firm, it is not desirable to create an outside demand for a stock when we are trying to buy it for our clients, as this will only serve to push the price up. The reverse is true if we are selling.

2-4


In light of these considerations, you must never disclose to outsiders our buy and sell recommendations, securities we are considering for future investment, or the portfolio holdings of our clients or mutual funds without specific firm authorization.

The practice of giving investment advice informally to members of your immediate family should be restricted to very close relatives. Any transactions resulting from such advice are subject to the prior transaction clearance (Access Persons only except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of the Statement of Policy on Securities Transactions. Under no circumstances should you receive compensation directly or indirectly (other than from a Price Adviser or an affiliate) for rendering advice to either clients or non-clients.

Investment Research. Any report circulated by a research analyst is confidential in its entirety and should not be reproduced or shown to anyone outside of our organization, except our clients where appropriate. If a circumstance arises where it may be appropriate to share this information otherwise, the Chairperson of the Ethics Committee should be consulted first.

Employee Information. For business and regulatory purposes, the firm collects and maintains information (e.g., social security number, date of birth, home address) about its employees, temporaries and consultants. You may not use such information for any non-business or non-regulatory purpose or disclose it to anyone outside the firm without specific authorization from the Legal Department or the TRP International Compliance Team as appropriate.

Information about the Price Funds. The Price Funds have adopted policies and procedures with respect to the selective disclosure of information about the Price Funds and their portfolio holdings. These are set forth on the firm's intranet under "Corporate/Legal/ Manuals, Policies, Guidelines and Reference Materials/ "Portfolio Information Release Policy." All Associates are charged with informing themselves of, and adhering to, these Policies and Procedures and may not release any information about the Price Funds that would be harmful to the Price Funds or their shareholders.

Understanding as to Clients' Accounts and Company Records at Time of Termination of Association. The accounts of clients, mutual fund shareholders, and TRP Brokerage customers are the sole property of Price Group or one of its subsidiaries. This includes the accounts of clients for which one or more of the Price Advisers acts as investment adviser, regardless of how or through whom the client relationship originated and regardless of who may be the counselor for a particular client. At the time of termination of association with Price Group, you must: (1) surrender to Price Group in good condition any and all materials, reports or records
(including all copies in your possession or subject to your control)
developed by you or any other person that are considered confidential information of Price Group (except copies of any research material in the production of which you participated to a material extent); and (2) refrain from communicating, transmitting or making known to any person or firm any information relating to any materials or matters whatsoever that are considered by Price Group to be confidential.

2-5


You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be torn up or shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal.

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy, which is part of this Code (see p. 8-1).

HIPAA. The firm's Flexible Benefits Plan has adopted a specific Privacy Notice regarding the personal health information of participants in compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). A copy of the HIPAA Privacy Notice can be found on the firm's intranet under Corporate Human Resources/Benefits/HIPAA Privacy Notice.

Employment of Former Government Employees. United States laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory organization employee, whether in the United States or internationally, guidance must be obtained from the Legal Department.

Financial Reporting. Price Group's records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. See Responsibility to Report Violations at p. 2-15.

Gifts and Gratuities. The firm, as well as its employees and members of their families, should not accept or give gifts that might in any way create or appear to create a conflict of interest or interfere with the impartial discharge of our responsibilities to clients or place our firm in a difficult or embarrassing position. Such gifts would include gratuities or other accommodations from or to business contacts, brokers, securities salespersons, suppliers, clients, or any other individual or organization with whom our firm has or is considering a business relationship, but would not include certain types of business entertainment as described later in this section. If an employee accepts tickets to a sporting event, play or similar event from a business contact and is not accompanied to the event by the business contact or one or more of the business contact's associates, the tickets are a gift, not business entertainment.

Receipt of Gifts. Personal contacts may lead to gifts that are offered on a friendship basis and may be perfectly proper. It must be remembered, however, that business relationships cannot always be separated from personal relationships and that the integrity of a business relationship is always susceptible to criticism in hindsight where gifts are received.

2-6


Under no circumstances may employees accept gifts from any business or business contact in the form of cash or cash equivalents. A gift certificate may only be accepted if used; it may not be converted to cash except for nominal amounts not consumed when the gift certificate is used.

There may be an occasion where it might be awkward to refuse a token non-cash expression of appreciation given in the spirit of friendship. In such cases, the value of all gifts received from a business contact should not exceed $100 in any twelve-month period; your department may also require that your supervisor approve the acceptance of a gift that meets the Code limitations. The value of a gift directed to the members of a department as a group may be divided by the number of the employees in that Department. A gift with a value of over $100 sent to the firm generally may be awarded to the winner of a random drawing open to all eligible employees. Supervisors should monitor how frequently specific business contacts offer tickets to firm personnel to avoid potential conflicts of interest. Tickets should not be accepted from a business contact or firm on a standing, recurring, or on-going basis.

Gifts received which are unacceptable according to this policy must be returned to the givers. Gifts should be received at your normal workplace, not your home. If you have any questions regarding whether a gift may be accepted, you should contact the Legal Department or the TRP International Compliance Team, as appropriate.

Giving of Gifts. An employee may not give a gift to a business contact in the form of cash or cash equivalents, including gift certificates redeemable for cash other than nominal amounts not consumed when the gift certificate is used. Incentive programs for individual customers that might fall under the cash gift restriction must be reviewed and approved specifically by the Legal Department before implementation.

Token gifts may be given to business contacts, but the aggregate value of all such gifts given to the business contact may not exceed $100 in any twelve-month period without the permission of the Chairperson of the Ethics Committee. If an employee believes that it would be appropriate to give a gift with a value exceeding $100 to a business contact in a specific situation, he or she must submit a written request to the Chairperson of the Ethics Committee. The request should specify:

o the name of the giver;
o the name of the intended recipient and his or her employer;
o the nature of the gift and its monetary value;
o the nature of the business relationship; and
o the reason the gift is being given.

NASD and MSRB regulations do not permit gifts in excess of the $100 limit for gifts given in connection with Investment Services' business.

It is important to remember that some clients or potential clients (e.g., states and municipalities) have very stringent restrictions and/or prohibitions on the acceptance of gifts or business entertainment by their personnel.

2-7


International Personnel must report to the TRP International Compliance Team any business gifts they give or receive, other than gifts of nominal value (e.g., pens, diaries, calendars).

Additional Requirements for the Giving of Gifts in Connection with the Broker/Dealer. NASD Conduct Rule 3060 imposes stringent reporting requirements for gifts given to any principal, employee, agent or similarly situated person where the gift is in connection with Investment Services' business with the recipient's employer. Examples of gifts that fall under this rule would include any gift given to an employee of a company to which our firm provides investment products such as mutual funds (e.g., many 401(k) plans) or to which we are marketing broker/dealer products or services. Under this NASD rule, gifts may not exceed $100 and persons associated with Investment Services, including its registered representatives, must report each such gift.

The NASD reporting requirement is normally met when an item is ordered electronically from the Corporate Gift website. If a gift is obtained from another source, it must be reported to the Code Compliance Section. The report to the Code Compliance Section should include:

o the name of the giver;

o the name of the recipient and his or her employer;

o the nature of the gift and its monetary value;

o the nature of the business relationship; and

o the date the gift was given.

The MSRB has similar restrictions in this area. See MSRB Rule G-20.

Entertainment. Our firm's $100 limit on the acceptance and giving of gifts not only applies to gifts of merchandise, but also covers the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like. However, this limitation does not apply to dinners, sporting events and other activities that are a normal part of a business relationship. To illustrate this principle, the following examples are provided:

First Example: The head of institutional research at brokerage firm "X" (whom you have known and done business with for a number of years) invites you and your wife to join her and her husband for dinner and afterwards a theatrical production.

Second Example: You wish to see a recent hit play, but are told it is sold out. You call a broker friend who works at company "X" to see if he can get tickets for you. The broker says yes and offers you two tickets free of charge.

2-8


Third Example: You have been invited by a vendor to a multi-day excursion to a resort where the primary focus is entertainment as opposed to business. The vendor has offered to pay your travel and lodging for this trip.

In the first example, it would be proper for you to accept the invitation.

With respect to the second example, it would not be proper to solicit a person doing business with the firm for free tickets to any event. You could, however, accept the tickets if you pay for them at their face value or, if greater, at the cost to the broker. As discussed above, if the business contact providing the tickets or one of his or her associates does not accompany you to the event, the tickets are a gift and not a form of business entertainment.

With respect to the third example, trips of substantial value, such as multi-day excursions to resorts, hunting locations or sports events, where the primary focus is entertainment as opposed to business activities, would not be considered a normal part of a business relationship. Generally, such invitations may not be accepted unless our firm or the employee pays for the cost of the excursion and the employee has obtained approval from his or her supervisor and Division Head (if different).

The same principles apply if an employee wishes to entertain a business contact. Inviting business contacts and, if appropriate, their guests, to an occasional meal, sporting event, the theater, or comparable entertainment is acceptable as long as it is neither so frequent nor so extensive as to raise any question of propriety. It is important to understand that if an employee provides, for example, tickets to a sporting event to a business contact, and no one is present from our firm at the event, the tickets are a gift, not business entertainment and the limits on gifts apply. If an employee wishes to pay for a business guest's transportation (e.g., airfare) and/or accommodations as part of business entertainment, he or she must first receive the permission of his or her supervisor and the Chairperson of the Ethics Committee. Some clients or potential clients (e.g., states and municipalities) have very stringent restrictions and/or prohibitions on the acceptance of business entertainment or gifts by their personnel.

Research Trips. Occasionally, brokers or portfolio companies invite employees of our firm to attend or participate in research conferences, tours of portfolio companies' facilities, or meetings with the management of such companies. These invitations may involve traveling extensive distances to and from the sites of the specified activities and may require overnight lodging. Employees may not accept any such invitations until approval has been secured from their Division Heads. As a general rule, such invitations should only be accepted after a determination has been made that the proposed activity constitutes a valuable research opportunity that will be of primary benefit to our clients. All travel expenses to and from the sites of the activities, and the expenses of any overnight lodging, meals or other accommodations provided in connection with such activities, should be paid for by our firm except in situations where the costs are considered to be insubstantial and are not readily ascertainable.

Other Payments from Brokers, Portfolio Companies, and Vendors. Employees may not accept reimbursement from brokers, portfolio companies and vendors for travel and hotel expenses; speaker fees or honoraria for addresses or papers given before audiences; or consulting services or advice they may render. Likewise, employees may neither request nor accept loans or personal services from these entities except as offered on the same basis to similarly situated individuals or the general public (e.g., permitted margin accounts, credit cards).

2-9


Health and Safety in the Workplace. Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them do their jobs effectively.

Human Resources

Equal Opportunity. Price Group is committed to the principles of Equal Employment. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, creed, color, national origin, sex, age, disability, marital status, sexual orientation, alienage or citizenship status, veteran status, genetic predisposition or carrier status, or any other classification protected by federal, state or local laws.

This commitment to Equal Opportunity covers all aspects of the employment relationship including recruitment, application and initial employment, promotion and transfer, selection for training opportunities, wage and salary administration, and the application of service, retirement, and employee benefit plan policies.

All members of the T. Rowe Price staff are expected to comply with the spirit and intent of our Equal Employment Opportunity Policy.

If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

Drug Free and Alcohol Free Environment. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group employees and customers and restrict the firm's ability to carry out its mission. Personnel must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

Past and Current Litigation. As a condition of employment, each new employee is required to answer a questionnaire regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained through these questionnaires to answer questions asked on governmental and self-regulatory organization registration forms and for insurance and bonding purposes.

Each employee is responsible for keeping answers on the questionnaire current.

An employee should notify Human Resources and either the Legal Department or the TRP International Compliance Team promptly if he or she:

o Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a United States (federal, state, or local), foreign or military court, or

2-10


o Becomes the subject of a Regulatory Action, which includes any action by the SEC, the FSA, the SFC, the MAS, the KLFB, the FSA Japan, a state, a foreign government, a federal, state or foreign regulatory agency or any domestic or foreign self-regulatory organization relating to securities or investment activities, dishonesty, breach of trust, or money laundering as well as any court proceeding that has or could result in a judicial finding of a violation of statutes or regulations related to such activities or in an injunction in connection with any such activities.

Policy Against Harassment and Discrimination. Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity. Individuals at Price Group have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination including harassment.

Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or towards an associate, supervisor, manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, our zero tolerance policy will not tolerate sexual harassment, harassment, or intimidation of any associate based on race, color, national origin, religion, creed, gender, sexual orientation, age, disability, veteran, marital or any other status protected by federal, state, or local law. In addition, Price Group will not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual based on their protected status. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips.

If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

Illegal Payments. State, United States, and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. The U.S. Foreign Corrupt Practices Act makes it a crime to corruptly give, promise or authorize payment, in cash or in kind, for any service to a foreign official or political party in connection with obtaining or retaining business. If you are solicited to make or receive an illegal payment, you should contact the Legal Department.

Inside Information. The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., U.K., state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information (see page 3-1).

2-11


Investment Clubs. The following discussion of obligations of Access Persons does not apply to the independent directors of the Price Funds. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or his or her designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control (see
p. 4-4) through investment clubs are subject to the firm's Statement of Policy on Securities Transactions. As described on p. 4-25, approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse's participation in the club and has no investment control or input into decisions regarding the club's securities transactions. Non-Access Persons (defined on p. 4-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

Marketing and Sales Activities. All written and oral marketing materials and presentations (including performance data) (e.g., advertisements; sales literature) must be in compliance with applicable SEC, NASD, Association of Investment Management and Research ("AIMR"), FSA, and other applicable international requirements. All such materials (whether for the Price Funds, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department or the TRP International Compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

Political Activities and Contributions. In support of the democratic process, Price Group encourages its eligible employees to exercise their rights as citizens by voting in all elections. Price Group encourages employees to study the issues and platforms as part of the election process, but does not direct employees to support any particular political party or candidate.

All U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis through a Political Contribution Questionnaire sent to officers and directors each January and July. In addition, certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the United States Municipal Securities Rulemaking Board ("MSRB").

United States law prohibits corporate contributions to campaign elections for federal office (e.g., U.S. Senate and House of Representatives). This means that Price Group cannot use corporate funds, either directly or indirectly, to help finance any federal political candidate or officeholder. It also means that the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

T. Rowe Price makes political contributions to candidates for local and state offices in Maryland via the T. Rowe Price Maryland Political Contribution Committee. T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees.

The applicable state or local law controls the use of corporate funds in the context of state and local elections. No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the

2-12


written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

T. Rowe Price does not have a Political Action Committee ("PAC"). However, T. Rowe Price has granted permission to the Investment Company Institute's PAC ("ICI PAC"), which serves the interests of the investment company industry, to solicit T. Rowe Price's senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary.

Employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Price's policies regarding solicitation. These include the following:

o It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price. o It must be clear that any contribution is entirely voluntary. o T. Rowe Price's stationery and email system may not be used.

From time to time, the Legal Department sends to U.S.-based vice presidents and inside directors a memorandum describing the requirements of United States and pertinent state law in connection with political contributions. This memorandum is also posted on the firm's Intranet site under Corporate/Legal so that it is available to everyone employed by or associated with the firm.

An employee may participate in political campaigns or run for political office, provided this activity does not conflict with his or her job responsibilities. See p. 2-2. Should the employee have any questions, he or she should consult with his or her immediate supervisor.

Lobbying. It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state's lobbying laws. For example, in Maryland, if $2,500 of a person's compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state's officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Group's assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary, research or marketing information, corporate trademarks and servicemarks, copyrights, client relationships and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm's interests.

2-13


Quality of Services. It is a continuing policy of Price Group to provide investment products and services that: (1) meet applicable laws, regulations and industry standards; (2) are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected; and (3) are properly advertised and sold in accordance with all applicable SEC, FSA, NASD, and other international, state and self-regulatory rules and regulations.

The quality of Price Group's investment products and services and operations affects our reputation, productivity, profitability and market position. Price Group's goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

Record Retention. Under various U.S., U.K., state, and other governmental laws and regulations, certain of Price Group's subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. For example, U.S. law generally requires an investment adviser to retain required records in a readily accessible location for not less than five years from the end of the fiscal year during which the record was made (the current year and the two immediately preceding years in an appropriate office of the adviser), although some records may be required to be retained longer depending on their nature. See Tab 7, Investment Adviser Compliance Manual. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team, as appropriate.

Once the firm is aware of threatened litigation or a governmental investigation, its personnel are legally prohibited from destroying any evidence relevant to the case or investigation. The destruction of such evidence by you could subject you and/or the firm to criminal charges of obstruction of justice. Such evidence includes emails, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, personal hand-written notes, phone records, expense reports or similar material relating to the possible litigation or investigation. Even if such a document is scheduled to be destroyed under our firm's record retention program, it must be retained until the litigation or investigation has concluded.

All personnel are responsible for adhering to the firm's record maintenance and retention policies.

Referral Fees. United States securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to us (e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). FSA also prohibits the offering of any inducement likely to conflict with the duties of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group's corporate affairs, mutual funds, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund's investment strategy or market outlook may use their own discretion, but are advised to check with the appropriate Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Public Relations contact persons are listed in Appendix A.

2-14


Responsibility to Report Violations. The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

General Obligation. If an employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser ("Chief Compliance Officer") or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. U.K. employees may also contact the FSA. See Appendix A regarding the Chief Compliance Officer to whom reports should be made.

It is Price Group's policy that no adverse action will be taken against any person who becomes aware of a violation of the Code and reports the violation in good faith.

Sarbanes-Oxley Whistleblower Procedures. Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures ("Procedures") regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted on the firm's intranet site under Corporate/Legal/Policies.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc, The Legal Department either through interoffice mail or by mail to P.O. Box 37283, Baltimore, Maryland 21297-3283.

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted on the firm's intranet site under Corporate/Legal/Policies.

Service as Trustee, Executor or Personal Representative. You may serve as the trustee, co-trustee, executor or personal representative for the estate of or a trust created by close family members. You may also serve in such capacities for estates or trusts created by nonfamily members. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, he or she must first be granted permission by the Ethics Committee. If you serve in any of these capacities, securities transactions effected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. Although Access Persons, the independent directors of the Price Funds are not subject to the prior transaction clearance requirements and are subject to modified reporting as described on pp. 4-22 to 4-24.

2-15


If you presently serve in any of these capacities for nonfamily members, you should report the relationship in writing to the Ethics Committee.

Speaking Engagements and Publications. Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm, as it enhances our public relations, but you should obtain approval from your supervisor and the head of your Division before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and the head of your Division and provided the course is in compliance with the Guidelines found in Investment Services' Compliance Manual.

Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and the head of your Division.

February 2005

2-16


APPENDIX A TO THE T. ROWE PRICE GROUP, INC.
CODE OF ETHICS AND CONDUCT

o Brokerage Control Committees. There are three Brokerage Control Committees which set the policy regarding the allocation of client brokerage. For more information for the U.S.-based advisers, contact Art Varnado of the Fixed Income Committee or Jim Kennedy of the Equity Committee, as appropriate, in Baltimore. For more information for the international advisers, contact David Warren or Neil Smith of the International Committee, in London.

o Chief Compliance Officer. The Chief Compliance Officer of the U.S. Price Advisers (i.e., TRPA, TRPAS, TRPSAM, TRP Canada) is John Gilner. The Chief Compliance Officer of the International Price Advisers (i.e., TRPI, TRPGIS, TRPGAM) is Calum Ferguson.

o Ethics Committee. The members of the Ethics Committee are David Warren in London and Henry Hopkins, Andy Brooks, Jim Kennedy, Mary Miller, John Gilner, and Melody Jones in Baltimore.

o Chairperson of the Ethics Committee. The Chairperson of the Ethics Committee is Henry Hopkins. Requests to him should be sent to the attention of John Gilner in the Legal Department, except that requests regarding IPO's for U.S. Access Persons who are Non-Investment Personnel may be directed to either John Gilner or Andy Brooks.

o Code Compliance Section. The members of the Code Compliance Section are John Gilner, Dottie Jones, Karen Clark, and Lisa Daniels.

o TRP International Compliance Team. The members of the TRP International Compliance Team in London are Calum Ferguson, Carol Bambrough, Jeremy Fisher, Sophie West, Maxine Martin and Louise Jones.

o Designated Person, TRP International Compliance Team. Carol Bambrough, Louise Jones, and Jeremy Fisher.

o Designated Person, Code Compliance Section. Dottie Jones; Karen Clark.

o Management Committee. George A. Roche, Edward C. Bernard, James A.C. Kennedy, Mary Miller, James S. Riepe, Brian C. Rogers, and David J.L. Warren.

o Public Relations Contacts. Steven Norwitz in Baltimore and Christian Elsmark in London.

February, 2005

2A


T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

Purpose of Statement of Policy. The purpose of this Statement of Policy ("Statement") is to comply with the United States Insider Trading and Securities Fraud Enforcement Act's ("Act") requirement to establish, maintain, and enforce written procedures designed to prevent insider trading and to explain: (i) the general legal prohibitions and sanctions regarding insider trading under both U.S. and U.K. law; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm's educational program regarding insider trading.

Additionally Hong Kong, Singapore, Japan, most European countries and many other jurisdictions have laws and regulations prohibiting the misuse of inside information. While no specific reference is made to these laws and regulations in this Statement, the Statement should provide general guidance regarding appropriate activities to employees who trade in these markets. There is, however, no substitute for knowledge of local laws and regulations and employees are expected to understand all relevant local requirements and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal Department or the TRP International Compliance Team.

Price Group has also adopted a Statement of Policy on Securities Transactions (see page 4-1), which requires both Access Persons (see p. 4-3) and Non-Access Persons (see p. 4-4) to obtain prior transaction clearance with respect to their transactions in Price Group stock and requires Access Persons to obtain prior transaction clearance with respect to all pertinent securities transactions. In addition, both Access Persons and Non-Access Persons are required to report such transactions on a timely basis to the firm. The independent directors of the Price Funds, although Access Persons, are not subject to prior transaction clearance requirements and are subject to modified reporting as described on pp. 4-22 to 4-24.

The Basic Insider Trading Prohibition. The "insider trading" doctrine under United States securities laws generally prohibits any person (including investment advisers) from:

o trading in a security while in possession of material, non-public information regarding the issuer of the security;

o tipping such information to others;

o recommending the purchase or sale of securities while in possession of such information;

o assisting someone who is engaged in any of the above activities.

3-1


Thus, "insider trading" is not limited to insiders of the issuer whose securities are being traded. It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A "security" includes not just equity securities, but any security (e.g., corporate and municipal debt securities, including securities issued by the federal government).

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel (e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the United States, the United Kingdom, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries and may include the Price Advisers' securities recommendations and holdings and transactions of Price Adviser clients, including mutual funds. See p. 3-8

"Need to Know" Policy. All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

Transactions Involving Price Group Stock. You are reminded that you are an "insider" with respect to Price Group since Price Group is a public company and its stock is traded in the over-the-counter market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable.

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

o Injunctions;

o Treble damages;

o Disgorgement of profits;

o Criminal fines;

o Jail sentences;

o Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm) of up to three times the profit gained or loss avoided, whether or not the individual actually benefited; and

o Civil penalties for the controlling entity (e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons, of up to the greater of

3-2


$1,000,000 or three times the amount of the profit gained or loss avoided under U.S. law. Fines can be unlimited under U.K. law.

In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved.

The provisions of U.S. and U.K. law discussed below and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal Department or the TRP International Compliance Team, as appropriate.

U.S. LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

Introduction. "Insider trading" is a top enforcement priority of the Securities and Exchange Commission. In 1988, the Insider Trading and Securities Fraud Enforcement Act was signed into law. This Act has had a far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Act:

Written Procedures. Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

Civil Penalties. Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel and other "controlling persons" who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other "controlled persons." Persons who directly or indirectly control violators, including entities such as Price Associates and their officers and directors, face penalties to be determined by the court in light of the facts and circumstances, but not to exceed the greater of $1,000,000 or three times the amount of profit gained or loss avoided as a result of the violation.

Criminal Penalties. Provides as penalties for criminal securities law violations:

o Maximum jail term -- from five to ten years;
o Maximum criminal fine for individuals -- from $100,000 to $1,000,000;
o Maximum criminal fine for entities -- from $500,000 to $2,500,000.

Private Right of Action. Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

Bounty Payments. Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC, but may not exceed 10% of the penalty imposed.

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and FD, which are discussed later in this Statement.

3-3


Basic Concepts of Insider Trading. The four critical concepts under United States law in insider trading cases are: (1) fiduciary duty/misappropriation,
(2) materiality, (3) non-public, and (4) use/possession. Each concept is discussed below.

Fiduciary Duty/Misappropriation. In two decisions, Dirks v. SEC and Chiarella v. United States, the United States Supreme Court held that insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

A typical breach of duty arises when an insider, such as a corporate officer, purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation's shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit, that would be enough to find a fiduciary breach.

The concept of who constitutes an "insider" is broad. It includes officers, directors and employees of an issuer. In addition, a person can be a "temporary insider" if he or she enters into a confidential relationship in the conduct of an issuer's affairs and, as a result, is given access to information solely for the issuer's purpose. A temporary insider can include, among others, an issuer's attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information disclosed confidential.

Court decisions have held that under a "misappropriation" theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the "misappropriation" theory of insider trading. It states that a "duty of trust or confidence" exists in the following circumstances, among others:

(1) Whenever a person agrees to maintain information in confidence;

(2) Whenever the person communicating the material nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

3-4


(3) Whenever a person receives or obtains material nonpublic information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.

Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is "material." The information need not be so important that it would have changed an investor's decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

Resolving Close Cases. The United States Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

Effect on Market Price. Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

Future Events. The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

Illustrations. The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuer's own shares; a tender offer for another issuer's securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

Non-Public Vs. Public Information. Any information that is not "public" is deemed to be "non-public." Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include material information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

3-5


Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their companies to: (1) the national business and financial newswire services (Dow Jones and Reuters); (2) the national service (Associated Press); and (3) The New York Times and The Wall Street Journal.

Local Disclosure. An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded, but might not be sufficient for an issuer that has a national market.

Information in SEC Reports. Information contained in reports filed with the SEC will be deemed to be public.

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public (i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to allow the information to be fully disseminated. Price Group may also follow Chinese Wall procedures, as described on page 3-12 of this Statement.

Concept of Use/Possession. It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while in possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the "possession" standard, as opposed to the "caused" standard, the following three examples are provided:

First, if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

The SEC has expressed its view about the concept of trading "on the basis" of material, nonpublic information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is "on the basis of" material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase or sale.

3-6


A person's purchase or sale is not "on the basis of" material, nonpublic information if he or she demonstrates that:

(A) Before becoming aware of the information, the person had:

(1) Entered into a binding contract to purchase or sell the security;

(2) Instructed another person to purchase or sell the security for the instructing person's account, or

(3) Adopted a written plan for trading securities.

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

Under Rule 10b5-1, a person other than a natural person (e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not "on the basis of" material nonpublic information if it demonstrates that:

o The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

o The person had implemented reasonable policies and procedures, taking into consideration the nature of the person's business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material nonpublic information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material nonpublic information, or those that prevent such individuals from becoming aware of such information.

Tender Offers. Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, nonpublic information to certain persons who would be expected to trade on it. The rule applies only to publicly-traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

Under this rule, whenever:

o An issuer, or person acting on its behalf,

o discloses material, non-public information,

3-7


o to securities professionals, institutional investors, broker-dealers, and holders of the issuer's securities,

o the issuer must make public disclosure of that same information,

o simultaneously (for intentional disclosures), or

o promptly within 24 hours after knowledge of the disclosure by a senior official (for non- intentional disclosures)

Regulation FD does not apply to all of the issuer's employees; rather only communications by an issuer's senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the Rule's coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and "temporary insiders," such as the issuer's lawyers, investment bankers, or accountants.

Information Regarding Price Group.

The illustrations of material information found on page 3-5 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have no intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend were prosecuted, your status as an informant or "tipper" would directly involve you in the case.

U.K. LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

In the U.K., insider trading is prohibited by two levels of legislation; under criminal law by the Criminal Justice Act 1993 (the "CJA 1993"), and under a parallel civil regime by the Financial Services and Markets Act 2000 (the "FSMA 2000").

Part VIII of the FSMA 2000 contains provisions that set out the penalties for market abuse. The regulating body in the U.K., the Financial Services Authority (the "FSA"), has issued a Code of Market Conduct that describes this market abuse regime.

Under the Code of Market Conduct there are three types of market abuse offense, one in relation to the misuse of information, one in relation to creating a false or misleading impression, and one in relation to market distortion. A description of the misuse of information offense under the Code of Market Conduct is provided below at page 3-11.

The Criminal Justice Act 1993

The CJA 1993 prohibits an "insider" from:

o dealing in "securities" about which he or she has "inside information";

3-8


o encouraging another person to deal in those securities;

o disclosing the "inside information" otherwise than in the proper performance of the insider's employment office or profession.

The definition of "securities" is very wide and is not limited to U.K. securities. The CJA 1993 also covers all dealing in "securities," whether on or off market and whether done within or without the U.K

The following flow chart illustrates the core concepts under the CJA 1993:

         -----------------------          ---------------------------         ---------------------------
 Start--  Does the transaction  ---Yes--- Are you an individual with ---Yes-- Do you have the information ---Yes----
          involve "Securities"?           "Inside Information"?               as an "Insider"?
         -----------------------          ---------------------------         ---------------------------
                    No                                 No                                     No
-----------------------------------------------------------------------------------------------

       --------------        ---------------------         ----------------------------      ----------------------
 No--     Are you     --No-- Are you "Encouraging"  --No--    Does dealing involve a   --No-- Are you dealing on a  -
        "Disclosing"?             dealing?                 "Professional Intermediary"?        "Regulated Market"?
       --------------        ---------------------         ----------------------------      ----------------------
            Yes                     Yes                                Yes                            Yes
             -------------------------------------------------------------------------------------------

                                                           ----------------------------
                                                               Does a defense apply?
                                                           ----------------------------
                                                        Yes                            No
                                                 ----------------                 -------------------
                                                   No regulatory                   Civil and/or
                                                   action                          criminal penalties
                                                 ----------------                 -------------------

You should keep in mind that even if no regulatory action is taken, an investigation may have adverse consequences, including unfavorable press coverage.

3-9


Who is an Insider? A person has information as an "insider" if:

o it is, and he or she knows that it is, "inside information" and;

o he or she has it, and knows that he or she has it, directly or indirectly from an "inside source." An "inside source" is any director, employee or shareholder of an issuer of securities or anyone having access to the information by virtue of his or her employment, profession, office and duties.

What is Inside Information Under the CJA 1993? "Inside Information" is information which:

o relates to particular securities, or particular issuers of securities;

o is specific or precise;

o has not been "made public"; and

o is likely to have a significant effect on the price if it were "made public." Examples of price-sensitive information would include knowledge of any:

o proposed takeover or merger;

o potential issuer insolvency;

o unpublished information as to profits or losses of any issuer for any period;

o decision by an issuer concerning dividends or other distributions;

o proposed change in the capital structure of an issuer;

o material acquisitions or realizations of assets by an issuer;

o substantial acquisition or disposal of shares of an issuer;

o proposal to change the general character or nature of the business of an issuer;

o proposed change in the directors or senior executives of an issuer; and

o substantial borrowing by an issuer.

When is Information made Public? Information is "made public" if it:

o is published in accordance with the rules of a regulated market for the purpose of informing investors and their professional advisers;

o is contained in records open to public inspection;

o can be readily acquired by any person likely to deal in the securities

3-10


o to which the information relates, or

o of an issuer to which the information relates;

o is derived from information which has been "made public".

Criminal Penalties. The penalties under the CJA 1993 are a maximum of seven years imprisonment and an unlimited fine.

The Financial Services And Markets Act 2000 - The Misuse Of Information Under The Code Of Market Conduct

Under FSMA 2000, the misuse of information is defined as "behaviour...based on information which is not generally available to those using the market but which, if available to a regular user of the market, would or would be likely to be regarded by him as relevant when deciding the terms on which transactions in investments of the kind in question should be effected." As required by the FSMA 2000, the FSA has published a Code of Market Conduct that provides guidance in determining which types of behavior may be considered to constitute market abuse. The misuse of information offense is one of the three types of market abuse offense; the other two relate to creating a false or misleading impression and market distortion.

It should be noted that there does not need to be any intent for the market abuse offense to be committed; a person can therefore in theory inadvertently commit an offence. Additionally the market abuse regime under the Code of Market Conduct purports to have extra-territorial reach.

The Code of Market Conduct, including annexes, runs to over a hundred pages and is written in descriptive style which makes it difficult to read, assimilate and apply in practical context. The flow chart attached to this Statement as Appendix B has therefore been prepared to illustrate the principal concepts of the Code of Market Conduct as they relate to the misuse of information. Any questions regarding the Code of Market Conduct should be directed to a member of the TRP International Compliance Team.

Requiring or encouraging - Although individuals may not have personally engaged in market abuse, they still commit an offense if they "require or encourage" another to engage in market abuse. An individual taking (or refraining from taking) any action "requiring or encouraging" another person to engage in market abuse does not have to receive any benefit for an offense to have been committed.

Penalties and Burden of Proof - The standard of proof required for an offense to have been committed under the FSMA 2000 is not the U.K. criminal law standard,
i.e. "beyond all reasonable doubt." The lower U.K. civil law standard of "balance of probabilities" applies, although some areas of the Code of Market Conduct make reference to "reasonable likelihood." Despite the lower burden of proof, the penalties available to the FSA are severe; the FSA can levy unlimited fines, issue public censure and can suspend or withdraw the authorization of firms or individuals.

3-11


PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate person or group as described below and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary.

Specifically, you may not:

o Trade in securities to which the material, non-public information relates;

o Disclose the information to others;

o Recommend purchases or sales of the securities to which the information relates.

If it is determined that the information is material and non-public, the issuer will be placed on either:

o A Restricted List ("Restricted List") in order to prohibit trading in the security by both clients and Access Persons; or

o A Watch List ("Watch List"), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as a Chinese Wall.

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal Department and the Code Compliance Section who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if a Designated Person on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact the Code Compliance Section. The Code Compliance Section will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal Department.

The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate business need to know this information.

For U.S. - Based Personnel:

An individual subject to the Code who is based in the United States and is, or believes he or she may be, in possession of material, non-public information should immediately contact the Legal Department. If the Legal Department determines that the information is both material and non-public, the issuer will be placed on either the Watch or Restricted List. If the issuer is placed on the

3-12


Restricted List, the Code Compliance Section will promptly relay the identity of the issuer, the person(s) in possession of the information, the reason for its inclusion, and the local time and the date on which the issuer was placed on the Restricted List to a Designated Person on the TRP International Compliance Team and to the London and Hong Kong Head Dealers or their designees ("Head Dealers"). The Designated Person will place the issuer on the Restricted List in London.

The Watch List is maintained solely by the Code Compliance Section.

If the U.S.-based individual is unsure about whether the information is material or non-public, he or she should immediately contact the Legal Department for advice and may not disclose the information or trade in the security until the issue is resolved. The U.S.-based person may only disclose the information if approved on a "need to know" basis by the Legal Department.

When the information is no longer material or is public, the Code Compliance
Section will remove the issuer from the Watch or Restricted List, noting the reason for and the date and local time of removal of the issuer from the List. If the issuer is being removed from the Restricted List, Code Compliance Section will promptly relay this information to a Designated Person on the TRP International Compliance Team and to the London and Hong Kong Head Dealers. The Designated Person will remove the issuer from the Restricted List in London. The Code Compliance Section will document the removal of the issuer from either List.

If you receive a private placement memorandum and the existence of the private offering and/or the contents of the memorandum are material and non-public, you should contact the Legal Department for a determination of whether the issuer should be placed on the Watch or Restricted List.

For International Personnel:

An individual stationed in London, Paris, Copenhagen, Amsterdam, Stockholm, or Buenos Aires will be referred to in this portion of the Statement as "London Personnel." An individual stationed in Hong Kong, Singapore, Sydney or Tokyo will be referred to in this portion of the Statement as "Hong Kong Personnel."

o Procedures for London Personnel. Whenever a person identified as London Personnel is, or believes he or she may be, in possession of material, non-public information about a security or an issuer of a security, he or she should immediately inform one of the Designated Persons on the TRP International Compliance Team that he or she is in possession of such information and the nature of the information. If the information is determined to be material and non-public, the Designated Person on the TRP International Compliance Team will make a record of this notification by contacting a Designated Person in the Code Compliance Section to place the issuer on the Watch List or by placing the issuer on the Restricted List. If the Designated Person on the TRP International Compliance Team places the issuer on the Restricted List, he or she will note such pertinent information as the identity of the issuer, the person(s) in possession of the information, the reason for its inclusion, and the local time and date on which the issuer was placed on this List. If the issuer is placed on the Restricted List, he or she will also promptly relay this information to one of the Designated Persons in the Code Compliance Section, who will place the issuer on the Restricted List in Baltimore, and to the London and Hong Kong Head Dealers.

3-13


If the London Personnel is unsure about whether the information is material and non-public, he or she should immediately contact the TRP International Compliance Team, the TRPI Compliance Officer, or the Legal Department for advice and may not disclose the information or trade in the security until the issue is resolved. The London Personnel may only disclose the information if approved on a "need to know" basis by the TRP International Compliance Team, the TRPI Compliance Officer, or the Legal Department.

When the information is no longer material or is public, one of the Designated Persons on the TRP International Compliance Team will contact a Designated Person in the Code Compliance Section regarding removing the issuer from the Watch List or will remove the issuer from the Restricted List and note the reason for and the date and local time of removal of the issuer from this List. If the issuer is being removed from the Restricted List, he or she will also promptly relay the information to one of the Designated Persons in the Code Compliance Section and to the London and Hong Kong Head Dealers. The Code Compliance Section will remove the issuer from the Restricted List in Baltimore. If the Designated Person on the TRP International Compliance Team is unsure whether the issuer should be removed from the Watch or Restricted List, he or she should first contact the TRPI Compliance Officer or the Legal Department for advice. If the Designated Persons on the TRP Compliance Team are unavailable, the London Employee should contact the TRPI Compliance Officer or the Legal Department regarding removal of the issuer from the Restricted List.

o Procedures for Hong Kong Personnel. Whenever a person identified as Hong Kong Personnel is, or believes he or she may be, in possession of material, non-public information about a security or the issuer of any security, he or she should immediately inform the Hong Kong Head Dealer that he or she is in possession of such information and the nature of the information. The Hong Kong Head Dealer will make a record of this notification, noting the person(s) in possession of the information, the nature of the information, and the local time and date on which the information was received, and contact by email as soon as possible a Designated Person on the TRP International Compliance Team or, if they are unavailable, in the Code Compliance Section. Until a Designated Person has determined whether the issuer should be placed on the Watch or Restricted List, the Hong Kong Dealing Desk will refrain from trading the securities of the issuer. The Designated Person will inform the Hong Kong Head Dealer and a Designated Person in the other location (i.e., the Code Compliance Section or the TRP International Compliance Team) as soon as possible regarding whether or not the issuer has been placed on the Watch or Restricted List.

If the Hong Kong Personnel is unsure about whether the information is material and non-public, he or she should immediately contact the Hong Kong Head Dealer. The Hong Kong Personnel and the Hong Kong Head Dealer may only disclose the information if approved on a "need to know" basis by the TRP International Compliance Team, the TRPI Compliance Officer, or the Legal Department.

The Hong Kong Personnel or the Hong Kong Head Dealer should contact a Designated Person on the TRP International Compliance Team or in the Code Compliance Section, the TRPI Compliance Officer, or the Legal Department regarding removal of the issuer from the Restricted List. When the information is no longer material and/or non-public, a Designated Person will remove the issuer from the Restricted List, note the reason for and the date and local time of removal of the issuer from this List and promptly relay the information to one of the Designated Persons in the other location and to the Hong Kong Head Dealer. The Designated Person will remove the issuer from the Restricted List in that location. The Hong Kong Personnel or the Hong Kong Head Dealer should contact a Designated Person in the Code Compliance Section regarding removal of the issuer from the Watch List.

3-14


Specific Procedures Relating to the Safeguarding of Inside Information.

To ensure the integrity of the Chinese Wall, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non-public information:

o Do not discuss confidential information in public places such as elevators, hallways or social gatherings;

o To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

o Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

o Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

o Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use; and

o Destroy copies of confidential documents no longer needed for a project.

ADDITIONAL PROCEDURES

Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

To ensure that all appropriate personnel are properly informed of and understand Price Group's policy with respect to insider trading, the following program has been adopted.

Initial Review for New Personnel. All new persons subject to the Code, which includes this Statement, will be given a copy of it at the time of their association and will be required to certify that they have read it. A representative of the Legal Department or the TRP International Compliance Team, as appropriate, will review the Statement with each new portfolio manager, research analyst, and trader, as well as with any person who joins the firm as a vice president of Price Group, promptly after his or her employment in that position.

Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.

Annual Review with Research Analysts, Counselors and Traders. A representative of the Legal Department or the TRP International Compliance Team, as appropriate, will review this Statement at least annually with portfolio managers, research analysts, and traders and with other employees as appropriate.

Confirmation of Compliance. All persons subject to the Code will be asked to confirm their understanding of and adherence to this Statement on at least an annual basis.

3-15


Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal Department, or the TRP International Compliance Team as appropriate.

February, 2005

3-16


APPENDIX B

Misuse of Information under the FSMA 2000

Does the proposed action involve "behavior" that comes within the scope of the FSMA 2000? (N.B.        No
inaction may also be an offense when a required disclosure is not made.)

"Behavior" includes dealing, arranging, advising, disclosing and managing.

                                          Yes

Does the behavior relate to investments that are traded or tradable on U.K. markets, or any            No
derivative of such an investment?

                                          Yes

Is the behavior based upon information, i.e., will information have a material influence on            No
any action?

                                          Yes

Is the information generally available? (N.B. Information obtained by research or analysis is         Yes
regarded as being generally available.)

                                          No

Is the information "relevant information"?

[In determining the relevance of information FSA will have regard to: how precise, significant,        No
current and reliable the information is.  The extent to which the information is available and
the extent to which other relevant material information is available will be considered.]

                                          Yes

Is the information "disclosable" or "announceable"? In this context "disclosable" generally means      No
information that has been disclosed in accordance with a legal or regulatory requirement, and
"announceable" generally means information that is routinely the subject of a public announcement.
[Please ask a member of the TRP International Compliance Team for specific guidance.]

                                          Yes

Does a "safe harbor" apply?                                                                           Yes

Safe harbors are types of behaviour that are confirmed as not being market abuse by the Code of
Market Conduct. [Please ask a member of the TRP International Complaince Team for specific guidance.]

                                          No


Refer to TRP International Compliance Team - possible market abuse.

April, 2002

3B


T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions' laws and regulations, Price Group and the mutual funds ("Price Funds") which its affiliates manage have adopted this Statement of Policy on Securities Transactions ("Statement").

Price Advisers' Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement. The Statement was developed to help guide Price Group's employees and independent directors and the independent directors of the Price Funds and the T. Rowe Price Savings Bank ("Savings Bank") in the conduct of their personal investments and to:

o eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running (see definition below);

o avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

o prevent, as well as detect, the misuse of material, non-public information.

Those subject to the Code, including the independent directors of Price Group, the Price Funds and the Savings Bank, are urged to consider the reasons for the adoption of this Statement. Price Group's and the Price Funds' reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds.

Front Running. Front Running is illegal. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions.

4-1


QUESTIONS ABOUT THE STATEMENT. You are urged to seek the advice of the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (International personnel) when you have questions as to the application of this Statement to individual circumstances.

EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the "Policy"), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund's prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group and the Savings Bank) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person's or Non-Access Person's spouse, minor children, and certain other relatives, as further described on page 4-5 of this Statement. All Access Persons except the independent directors of the Price Funds are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds are not subject to prior transaction clearance requirements and are subject to modified reporting as described on p. 4-22. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships. Partnerships such as Pratt Street Ventures.

4-2


Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and affiliates, including T. Rowe Price Investment Services, Inc., the principal underwriter of the Price Funds.

Certain Temporary Workers. These workers include:

o All temporary workers hired on the Price Group payroll ("TRP Temporaries");

o All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

o All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group's employees (versus project work that stands apart from ongoing work); and

o Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

Retired Employees. Retired employees of Price Group who receive investment research information from one or more of the Price Advisers will be subject to this Statement.

Independent Directors of Price Group, the Savings Bank and the Price Funds. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Savings Bank include those directors of the Savings Bank who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be "interested persons" of Price Group.

Although subject to the general principles of this Statement, including the definition of "beneficial ownership," independent directors are subject only to modified reporting requirements. See pp. 4-22 to 4-25. The trades of the independent directors of the Price Funds are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group and of the Savings Bank are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS. Certain persons and entities are classified as "Access Persons" under the Code. The term "Access Person" means:

o the Price Advisers;

o any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are not subject to prior transaction clearance and have modified reporting requirements, as described below);

o any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund or other

4-3


advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or

o any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.

All Access Persons are notified of their status under the Code. Although a person can be an Access Person of one or more Price Advisers and one or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they are not Access Persons of any of the Price Advisers.

Investment Personnel. An Access Person is further identified as "Investment Personnel" if, in connection with his or her regular functions or duties, he or she "makes or participates in making recommendations regarding the purchase or sale of securities" by a Price Fund or other advisory client.

The term "Investment Personnel" includes, but is not limited to:

o those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm's clients (investment counselors and members of the mutual fund advisory committees);

o research and credit analysts; and

o traders who assist in the investment process.

All Investment Personnel are deemed Access Persons under the Code. All Investment Personnel are notified of their status under the Code. Investment Personnel are prohibited from investing in initial public offerings. See pp. 4-14; 4-16.

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed "Non-Access Persons." If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficial ownership provisions described below. However, the independent directors of Price Group and the Savings Bank are not included in this definition.

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First, you are a "beneficial owner" of the security under the Rule 16a-1 of the Exchange Act, as defined below; or

Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another person's account) of an unrelated person's or entity's brokerage account, or are directing another person's or entity's trades, those

4-4


transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

Definition of Beneficial Owner. A "beneficial owner" is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

A person has beneficial ownership in:

o securities held by members of the person's immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted;

o a person's interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

o a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

o a general partner's proportionate interest in the portfolio securities held by a general or limited partnership;

o certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

o a person's right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse has an independent trading program in which you have no input. Similarly, if your spouse has investment control over, but no beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement's relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section or the TRP International Compliance Team, as appropriate. Any such request for clarification or interpretation should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation

4-5


about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Section or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and with applicable law, including the prohibition on Front Running (see page 4-1 for definition of Front Running).

TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the United States securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock or other securities of Price Group.

Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the sixth trading day following the end of the quarter (or such other date as management shall from time to time determine) until the third trading day following the public release of earnings. You will be notified in writing by the Management Committee from time to time as to the controlling dates

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank are required to obtain clearance prior to effecting any proposed transaction (including gifts and transfers) involving shares of Price Group stock owned beneficially, including through the Employee Stock Purchase Plan ("ESPP"). A transfer includes a change in ownership name of shares of Price Group stock, including a transfer of the shares into street name to be held in a securities account and any transfers of shares of Price Group stock between securities firms or accounts, including accounts held at the same firm.

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be in writing on the form entitled "Notification of Proposed Transaction" (available on the firm's Intranet under Corporate/Employee Transactions - TRPG Stock) and must be submitted to the Finance and Corporate Tax Department, BA-5215 or faxed to 410-345-3223. The Finance and Corporate Tax Department is responsible for processing and maintaining the records of all such requests. This includes not only market transactions, but also sales of stock purchased either through the ESPP or through a securities account if shares of Price Group stock are transferred there from the ESPP. Purchases effected through the ESPP are automatically reported to the Finance and Corporate Tax Department.

4-6


Prohibition Regarding Transactions in Publicly-Traded Price Group Options. Transactions in publicly-traded options on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. For a full description of the 60-Day Rule, please see page 4-29.

Gifts of Price Group stock, although subject to prior transaction clearance, are also not subject to this Rule.

For example, purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. See p. 4-30.

The 60-Day Rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP.


Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock from the Finance and Corporate Tax Department.

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report to the Finance and Corporate Tax Department any shares of Price Group stock of which he or she has beneficial ownership no later than 10 business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance if the firm has been previously notified by the employee that he or she will be participating in that plan. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Section or the TRP International Compliance Team by the financial institution (e.g., broker/dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for five (5) business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Finance and Corporate Tax Department prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

4-7


Reporting of Disposition of Proposed Transaction. You must use the form returned to you by the Finance and Corporate Tax Department to notify it of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly. The notice must be returned within two business days of the trade's execution or within seven business days of the date of prior transaction clearance if the trade is not executed.

Insider Reporting and Liability. Under current rules, certain officers, directors and 10% stockholders of a publicly traded company ("Insiders") are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Finance and Corporate Tax Department informs any new Insider of this status.

SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Finance and Corporate Tax Department will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

o Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Finance and Corporate Tax Department will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

o Form 4. Any change in the Insider's ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Finance and Corporate Tax Department will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.

o Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

Liability for Short-Swing Profits. Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

4-8


Office of Thrift Supervision ("OTS") Reporting. TRPA and Price Group are holding companies of the Savings Bank, which is regulated by the OTS. OTS regulations require the directors and senior officers of TRPA and Price Group to file reports regarding their personal holdings of the stock of Price Group and of the stock of any non-affiliated bank, savings bank, bank holding company, or savings and loan holding company. Although the Bank's Compliance Officer will provide assistance in complying with these requirements as an accommodation, it remains the responsibility of each person to ensure that the required reports are filed in a timely manner.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.

Access Persons other than the independent directors of the Price Funds must, unless otherwise provided for below, obtain prior transaction clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls. This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment (see p. 4-11). Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.


Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock from the Finance and Corporate Tax Department.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (p. 4-30); you are responsible for ensuring your compliance with this rule.

The independent directors of the Price Funds are not required to received prior transaction clearance in any case.

TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A "REPORTABLE FUND." The following transactions do not require either prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds, as described below. (see p. 4-11).

Automatic Investment Plans. Transactions through 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

4-9


plan. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a "non-systematic transaction") must be reported by both Access Persons and Non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

U.S. Government Obligations. Purchases or sales of direct obligations of the U.S. Government.

Certain Commodity Futures Contracts. Purchases or sales of commodity futures contracts for tangible goods (e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission ("CFTC"). Futures contracts for financial instruments, however, must receive prior clearance.

Commercial Paper and Similar Instruments. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940. ("Investment Company Act"), including such unit investment trusts as DIAMONDS ("DIA"), SPYDER ("SPY") and NASDAQ-100 Index Tracking Stock ("QQQQ") unless exempted above.

National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

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.

Mandatory Tenders. Purchases and sales of securities pursuant to a mandatory tender offer.

Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person's spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a "cash-less" transactions, must receive prior transaction clearance.

4-10


Inheritances. The acquisition of securities through inheritance.

Gifts. The giving of or receipt of a security as a gift.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred.

Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Person's spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section (U.S.-based personnel) or the TRP International Compliance Team (International personnel) has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable Funds. Purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds and SICAVs, but also any fund managed by any of the Price Advisers through sub-advised relationships, including any fund holdings offered through retirement plans (e.g., 401(k) plans) or as an investment option offered as part of a variable annuity. Group Compliance maintains a listing of sub-advised Reportable Funds on the firm's intranet at Corporate/Legal/Code of Ethics, Employee Compliance Forms and iTrade/Sub Advised Reportable Funds.

Restrictions on Holding Price Funds Through Intermediaries. Many Reportable Funds are Price Funds. Access Persons are encouraged to buy, sell and maintain their holdings of Price Funds in an account or accounts on a T. Rowe Price platform, rather than through an intermediary where possible. For example, Access Persons are encouraged to trade shares in a Price Fund through T. Rowe Price Services, Inc, the transfer agent or through a TRP Brokerage account, rather than through a brokerage account maintained at an independent broker/dealer.

Access Persons are prohibited from purchasing a Price Fund through an intermediary if shares of that Price Fund are not currently held at that intermediary and if the purchase could have been effected through one of the T. Rowe Price transfer agents or in a TRP Brokerage Account. If an Access Person currently holds Price Funds under such circumstances, he or she is prohibited from purchasing shares of any other Price Fund through that intermediary. Situations where Price Funds must be held through an intermediary (e.g., spouse of an Access Person has or is eligible to invest in Price Funds through the spouse's 401(k) plan) do not violate this policy.

4-11


Access Persons must inform the Code Compliance Section about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on a T. Rowe Price platform or in a TRP Brokerage Account, the Access Person need not report these transactions directly. See p. 4-21.

In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on p. 4-21.

Interests in Section 529 College Investment Plans. Purchases and sales of interests in any Section 529 College Investment Plan. Access Persons must also inform the Code Compliance Section about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan, the University of Alaska College Savings Plan, or the John Hancock Freedom
529. Once this notification has been given, an Access Person need not report these transactions directly. See p. 4-21.

Notification Requirements. Notification to the Code Compliance Section about a Reportable Fund or a Section 529 College Investment Plan should include:

o account ownership information, and

o account number

The independent directors of the Price Funds are subject to modified reporting requirements.

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. If the transaction or security is not listed above as not requiring prior transaction clearance, you should assume that it is subject to this requirement unless specifically informed otherwise by the Code Compliance Section or the TRP International Compliance Team. The only Access Persons not subject to the prior transaction clearance requirements are the independent directors of the Price Funds.

Among the transactions that must receive prior transaction clearance are:

o Non-systematic transactions in a security that is not exempt from prior transaction clearance;

4-12


o Closed-end fund transactions, including U.K. investment trusts and Exchange Traded Funds ("ETFs") (e.g., iShares, Cubes) unless organized as unit investment trusts under the Investment Company Act; and

o Transactions in sector index funds that are closed-end funds.

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds and the Savings Bank are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described above or the Chairperson of the Ethics Committee or his or her designee has otherwise determined that prior transaction clearance is not required, Access Persons, other than the independent directors of the Price Funds, must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures set forth below, depending upon their location, before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance
Section or the TRP International Compliance Team, as appropriate, before proceeding.

For U.S. - Based Access Persons:

Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings ("IPOs"):

Non-Investment Personnel. Access Persons who are not Investment Personnel ("Non-Investment Personnel") may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or his or her designee ("Designee"). An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act.

In considering such a request for prior transaction clearance, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firm's clients or otherwise violates the Code. The Chairperson or his or her Designee will also consider whether:

1. The purchase is made through the Non-Investment Personnel's regular broker;

4-13


2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel's account; and

3. The transaction otherwise meets the requirements of the NASD restrictions, as applicable, regarding the sale of a new issue to an account in which a "restricted person," as defined in NASD Rule 2790, has a beneficial interest.

In addition to receiving prior transaction clearance from the Chairperson of the Ethics Committee or his or her Designee, Non-Investment Personnel must also check with the Equity Trading Desk the day the offering is priced before purchasing in the IPO. If a client order has been received since the initial prior transaction approval was given, the prior transaction clearance will be withdrawn.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm's clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm's clients have had the opportunity to purchase in the secondary market once the underwriting is completed -- commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that NASD Rule 2790 may restrict his or her ability to buy shares in a new issue.

Procedures For Obtaining Prior Transaction Clearance For Private Placements. Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or his or her Designee. A private placement is generally defined by the SEC as an offering that is exempt from registration under the Securities Act. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement. If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm's clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee. These investments may also have special reporting requirements, as discussed under "Procedures for Reporting Transactions," at p. 4-20.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm's investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

4-14


Registered representatives of Investment Services are reminded that NASD rules may restrict investment in a private placement in certain circumstances.

Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions. Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via iTrade on the firm's intranet. The iTrade system automatically sends any request for prior transaction approval that requires manual intervention to the Equity Trading Department. If iTrade is not available, requests may be made orally, in writing, or by electronic mail (email address "Personal Trades" in the electronic mail address book). Obtaining clearance by electronic mail if iTrade is not available is strongly encouraged. All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover. Responses to all requests will be made by iTrade or the Equity Trading Department, documenting the request and whether or not prior transaction clearance has been granted. The Examiner system maintains the record of all approval and denials, whether automatic or manual.

Requests will normally be processed on the same day; however, additional time may be required for prior transaction clearance for certain securities, including non-U.S. securities.

Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three (3) business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., certain transactions through Transfer Agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Section before entering the order.

Reminder. If you are an Access Person and become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within 10 business days of your knowledge of their existence.

For International Access Persons:

Procedures for Obtaining Prior Transaction Clearance for Initial Public Offerings ("IPOs"):

Non-Investment Personnel. Access Persons who are not Investment Personnel ("Non-Investment Personnel") may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the TRP International Compliance Team.

4-15


The TRP International Compliance Team will determine whether the proposed transaction presents a conflict of interest with any of the firm's clients or otherwise violates the Code. The Team will also consider whether:

1. The purchase is made through the Non-Investment Personnel's regular broker;

2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel's account; and

3. The transaction otherwise meets the requirements of the NASD's restrictions regarding the sale of a new issue to an account in which a "restricted person," as defined in NASD Rule 2790, has a beneficial interest, if this is applicable.

In addition to receiving prior transaction clearance from the TRP International Compliance Team, Non-Investment Personnel must also check with the T. Rowe Price International Compliance Team the day the offering is priced before purchasing in the IPO. The T. Rowe Price International Compliance Team will contact the London Dealing Desk to confirm that no client order has been received since the initial prior transaction approval was given. If a client order has been received, the prior transaction clearance will be withdrawn.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm's clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm's clients have had the opportunity to purchase in the secondary market once the underwriting is completed - commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

Procedures for Obtaining Prior Transaction Clearance for Private Placements. Prior transaction clearance to invest in or sell securities through a private placement of securities, including the purchase of limited partnership interests, must be sought from the TRP International Compliance Team in the usual manner. The prior transaction clearance process will include a review by a member of the Investment Team to determine whether the investment opportunity (private placement) should be reserved for the firm's clients and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm, as well as approval by a member of the Ethics Committee. These investments may also have special reporting requirements, as discussed under "Procedures for Reporting Transactions" at p. 4-20.

4-16


Continuing Obligation. Any Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm's investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the TRP International Compliance Team.

Registered representatives of Investment Services are reminded that NASD rules may restrict investment in a private placement in certain circumstances.

Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions. Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via iTrade on the firm's intranet. The iTrade system automatically sends any request for prior transaction approval that requires manual intervention to the TRP International Compliance Team. If iTrade is not available, requests may be made orally, in writing, or by electronic mail (email address "TRPI Compliance" in the electronic mail address book). Obtaining clearance by electronic mail if iTrade is not available is strongly encouraged. All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or SEDOL), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale or buy to cover. Responses to all requests will be made by iTrade or the TRP International Compliance Team, documenting the request and whether or not prior transaction clearance has been granted. The Examiner system maintains the record of all approvals and denials, whether automatic or manual.

Requests will normally be processed on the same day they are received; however, additional time may be required in certain circumstances (e.g., to allow checks to be made with overseas offices as necessary).

Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction, whether obtained via iTrade or from the TRP International Compliance Team, is effective for three (3) business days from and including the date the clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., an Individual Savings Account), please notify the TRP International Compliance Team before entering the order.

Reminder. If you are an Access Person and become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within 10 business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY PROPOSED TRANSACTION. Prior transaction clearance will usually not be granted for a proposed transaction by the Trading Department, either directly or by iTrade, and/or by the Chairperson of the Ethics Committee or by the TRP International Compliance Team if:

4-17


Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described below under "Large Issuer/Volume Transactions" are met.

Purchases and Sales Within Seven (7) Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described below under "Large Issuer/Volume Transactions" are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to an Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure as opposed to enhanced index funds are not considered for this purpose.

If all clients have eliminated their holdings in a particular security, the seven-day restriction is not applicable to an Access Person's transactions in that security.

Approved Company Rating Changes. A change in the rating of an approved company as reported in the firm's Daily Research News has occurred within seven (7) calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth (8) calendar day.

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

If for any reason an Access Person has not received a requested prior transaction clearance for a proposed securities transaction, he or she must not communicate this information to another person and must not cause any other person to enter into such a transaction.

Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or his or her designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or his or her designee may consider in making this determination include:

o the size of the proposed transaction;

o the nature of the proposed transaction (i.e., buy or sell) and of any recent, current or pending client transactions;

o the trading volume of the security that is the subject of the proposed Access Person transaction;

o the existence of any current or pending order in the security for any client of a Price Adviser;

o the reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and

4-18


o the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of the Price Funds) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see page 4-4 for a discussion of beneficial ownership and control concepts) as follows:

o U.S.-based personnel should have this information sent to the attention of Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218.

o International personnel should have this information sent to the attention of the TRP International Compliance Team, T. Rowe Price International, Inc., 60 Queen Victoria Street, London EC4N 4TZ United Kingdom.

The independent directors of Price Group, the Price Funds, and the Savings Bank are subject to modified reporting requirements described at pp. 4-22 to 4-25.

If transaction or statement information is provided in a language other than English, the employee should provide a translation into English of the documents.

NOTIFICATION OF SECURITIES ACCOUNTS. Access Persons (except the independent directors of the Price Funds) and Non-Access Persons must give notice before opening or trading in a securities account with any broker, dealer, investment adviser, bank, or other financial institution, including TRP Brokerage, as follows:

o U.S.-based personnel must give notice by email to the Code Compliance Section (email address "Legal Compliance");

o International personnel must give notice in writing (which may include email) to the TRP International Compliance Team.

The independent directors of Price Group, the Price Funds, and the Savings Bank are not subject to this requirement.

New Personnel Subject to the Code. A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within 10 business days of association with the firm.

You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund, that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

4-19


Officers, Directors and Registered Representatives of Investment Services. The NASD requires each associated person of T. Rowe Price Investment Services, Inc. to:

o Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and

o If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.

Annual Statement by Access Persons. Each Access Person, except an Access Person who is an independent director of the Price Funds, must also file with the firm a statement of his or her accounts as of year-end in January of the following year.

Reminder. If you become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then the associated securities accounts become subject to the account reporting requirements.

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group, the Price Funds and the Savings Bank, who are subject to modified reporting requirements:

Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Section or the International Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Section or the International Compliance Team, as appropriate, must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred. You must report all other transactions on the form designated "T. Rowe Price Employee's Report of Securities Transactions," which is available on the firm's Intranet under Corporate/Legal. You must report any transaction reported on a periodic (e.g., monthly, quarterly) statement, rather than on a confirmation, contract note or similar document, yourself using this form.

What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

o the date of the transaction
o the title of the security
o the ticker symbol or CUSIP number, as applicable

4-20


o the interest rate and maturity date, as applicable
o the number of shares, as applicable
o the principal amount of each reportable security involved, as applicable.
o the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition)
o the price of the security at which the transaction was effected
o the name of the broker, dealer or bank with or through which the transaction was effected; and
o the date you submit the report

When Reports are Due. You must report a securities transaction (other than a transaction in a Reportable Fund or Section 529 College Investment Plan
[Access Persons only] or a spousal payroll deduction plan or a stock split or similar acquisition or disposition) within ten (10) business days after the trade date or within ten (10) business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a Section 529 College Investment Plan, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and Section 529 College Investment Plan Interests Held on a T. Rowe Price Platform or in a TRP Brokerage account. You are required to inform the Code Compliance Section about Reportable Funds and/or Section 529 College Investment Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan, the University of Alaska College Savings Plan, and the John Hancock Freedom 529) held on a T. Rowe Price Platform or in a TRP Brokerage account. See p. 4-12. Once you have done this, you do not have to report any transactions in those securities; your transactions and holdings will be updated and reported automatically to Group Compliance on a monthly basis.

Access Person Reporting of Reportable Funds and Section 529 College Investment Plan Interests NOT Held on a T. Rowe Price Platform or in a TRP Brokerage Account. You must notify the Code Compliance Section of any Reportable Fund or Section 529 College Investment Plan interests that you beneficially own or control that are held at any intermediary, including any broker/dealer other than TRP's Brokerage Division. This would include, for example, a Price Fund held in your spouse's retirement plan. Any transaction in a Reportable Fund or in interests in a Section 529 College Investment Plan must be reported by duplicate account information sent directly by the intermediary to the Code Compliance Section or by the Access Person directly on the "T. Rowe Price Employees Report of Securities Transactions" within 30 days of the end of the quarter in which the transaction occurred.

The TRP International Compliance Team will send all reports it receives to the Code Compliance Section on a quarterly basis.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call within ten (10) business days. This is the case even if you are an Access Person and you received prior transaction clearance for a total cumulative investment.

4-21


Reminder. If you become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, the transactions in these securities become subject to the transaction reporting requirements.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.

Transactions in Publicly Traded Securities. An independent director of the Price Funds must report transactions in publicly-traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence or control (e.g., transactions in an account managed by an investment professional pursuant to a discretionary agreement and where the independent director does not participate in the investment decisions).

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange or listed on NASDAQ (i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as a Price Funds independent director, should have known that during the 15-day period immediately before or after the independent director's transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund or Price advisory client.

Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Section.

Quarterly Reports. If a Price Fund independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance
Section no later than thirty (30) days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions. The Code Compliance
Section will send to each independent director of the Price Funds who chooses to report transactions on a quarterly basis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.

Duplicate Confirmation Reporting. An independent director of the Price Funds may also instruct his or her broker to send duplicate transaction information (confirmations) directly to the Code Compliance Section. An independent director who chooses to have his or her broker send duplicate account information to the Code Compliance Section in lieu of directly reporting broker-executed transactions must nevertheless continue to report in the normal way (i.e., Quarterly Reports) any securities transactions for which a broker confirmation is not generated.

4-22


Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

o Exercise of Stock Option of Corporate Employer;

o Inheritance of a Security;

o Gift of a Security; and

o Transactions in Certain Commodities Futures Contracts (e.g., financial indices).

An independent director of the Price Funds must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation. The Code Compliance Section will send to each independent director of the Price Funds who chooses to report transactions through broker confirmations a reminder letter and reporting form approximately ten days before the end of each calendar quarter so that transactions not reported by broker confirmations can be reported on the reporting form.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds. An independent director of the Price Funds shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director of the Price Funds owns more than 1/2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer's shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds owns more than 1/2 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, or is informed of the investment transactions of that entity, the independent director must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence and is not informed of the investment transactions of such entity, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group. An independent director of the Price Funds is prohibited from owning the common stock or other securities of Price Group.

4-23


Investments in Non-Listed Securities Firms. An independent director of the Price Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed on NASDAQ or the purchase or sale has otherwise been approved by the Price Fund Boards.

Restrictions on Client Investment Partnerships.

Co-Investing. An independent director of the Price Funds is not permitted to co-invest in client investment partnerships of Price Group or its affiliates, such as Strategic Partners, Threshold, and Recovery.

Direct Investment. An independent director of the Price Funds is not permitted to invest as a limited partner in client investment partnerships of Price Group or its affiliates.

Dealing with Clients. Aside from market transactions effected through securities exchanges or via NASDAQ, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase from a client any security. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP.

Reporting of Personal Securities Transactions. An independent director of Price Group is not required to report his or her personal securities transactions (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers' investment research, recommendations, or transactions. However, each independent director of Price Group is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records in Baltimore (e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director of Price Group shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director of Price Group owns more than 1/2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer's shares beneficially owned.

4-24


Non-Public Investment Partnerships, Pools or Funds. If an independent director of Price Group owns more than 1/2 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, or is informed of the investment transactions of that entity, the independent director must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence and is not informed of the investment transactions of such entity, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

TRANSACTION REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE SAVINGS BANK. The independent directors of the Savings Bank are not required to report their personal securities transactions (other than transactions in Price Group stock) as long as they do not obtain information about the Price Advisers' investment research, recommendations, or transactions, other than information obtained because the Savings Bank is a client of one or more of the Price Advisers. In addition, the independent directors of the Savings Bank may be required to report other personal securities transactions and/or holdings as specifically requested from time to time by the Savings Bank in accordance with regulatory or examination requirements.

MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS. These rules vary
in their applicability depending upon whether you are an Access Person.

The following rules apply to all Access Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:

Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs. These restrictions vary depending upon the person's status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Person's individual trades are reported.

Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person's trades. If, however, the Access Person has beneficial ownership solely by virtue

4-25


of his or her spouse's participation in the club and has no investment control or input into decisions regarding the club's securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

o is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

o involves securities positions that are disproportionate to your net assets.

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account(s) in a month, or if circumstances otherwise warrant this action.

The following rules apply only to Access Persons other than the independent directors of the Price Funds:

Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the "Large Issuer/Volume List"), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S. $20,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $20,000) per security per seven (7) calendar day period in securities of:

o issuers with market capitalizations of $5 billion or more, or

o U.S. issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 calendar days

are usually permitted, unless the rating on the security as reported in the firm's Daily Research News has been changed to a 1 or a 5 within the seven
(7) calendar days immediately prior to the date of the proposed transaction.

These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven (7) calendar days.

4-26


If you believe one or both of these criteria should be applied to a non-U.S. issuer, you should contact the Code Compliance Section or the TRP International Compliance Team, as appropriate. When contacted, the TRP International Compliance Team will coordinate the process with the Code Compliance Section.

Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the "Options and Futures" discussion on p. 4-28. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a prohibited rating change), an Access Person may trade the greater of 5 contracts or sufficient option contracts to control $20,000 in the underlying security; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $20,000 in the underlying security. Similarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not permit him or her to control more than $20,000 in the underlying security.

Transactions Involving Exchange-Traded Index Options. Generally, an Access Person may trade the greater of 5 contracts or sufficient contracts to control $20,000 in the underlying securities; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $20,000 in the underlying securities. Similarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not permit him or her to control more than $20,000 in the underlying securities. These parameters are subject to change by the Ethics Committee.

Please note that an option on a Unit Investment Trust (e.g., QQQQ) is not an exchange-traded index option and does not fall under this provision. See the discussion under General Information on Options and Futures below.

Client Limit Orders. Although subject to prior transaction clearance, an Access Person's proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

o The Access Person's trade will be entered as a market order; and

o The client's limit order is 10% or more away from the market at the time the Access Person requests prior transaction clearance.

Japanese New Issues. All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan.

4-27


General Information on Options and Futures (Other than Exchange - Traded Index Options). If a transaction in the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, except the commodity futures transactions described on page 4-10, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations). Transactions in publicly traded options on Price Group stock are not permitted. See p. 4-7. Please consult the specific discussion on Exchange - Traded Index Options above for transactions in those securities.


Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see page 4-29).

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers' clients.

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers' clients, it is the firm's policy that an Access Person should not profit from a price decline of a security owned by a client (other than a "pure" Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers' clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers' clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the CFTC.

4-28


Closing or Exercising Option Positions. A transaction initiated by an Access Person to exercise an option or to close an option transaction must also receive prior transaction clearance. If an intervening client transaction in the underlying security has occurred since the position was opened, the Access Person may not receive prior clearance to initiate a transaction to exercise the option or to close out the position, as applicable.

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule described below.

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 calendar days. An "equivalent" security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. In addition, the rule applies regardless of the Access Person's other holdings of the same security or whether the Access Person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1, 1998 and another 100 shares of XYZ stock on February 27, 2005, he or she may not sell any shares of XYZ stock at a profit for 60 days following February 27, 2005. The 60-Day Rule "clock" restarts each time the Access Person trades in that security.

The closing of a position in a European style option on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain. Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day.

The 60-Day Rule does not apply to:

o any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

o any transaction that does not require from prior transaction clearance (e.g., purchase or sale of unit investment trust, including SPYDER and QQQQ, exercise of corporate stock option by Access Person spouse, pro-rata distributions; see p. 4-10);

o any transaction in a security in which either the acquisition or the sale of that security does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition);

o the purchase and sale or sale and purchase of exchange-traded index options;

o any transaction in Price Group stock effected through the ESPP (note that the 60-Day Rule does apply to shares transferred out of the ESPP to a

4-29


securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

o the exercise of "company-granted" Price Group stock options and the subsequent sale of the derivative shares; and

o any purchase of Price Group stock through an established dividend reinvestment plan.

Prior transaction clearance procedures do not check compliance with the 60-Day Rule when considering a trading request. Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this Rule will be triggered by a proposed transaction, you should contact the Code Compliance Section or the TRP International Compliance Team before requesting prior transaction clearance for the proposed trade.

Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures (see pp. 4-14; 4-16).

REPORTING OF ONE - HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than 1/2 of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to the Code Compliance Section, providing the name of the company and the total number of such company's shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to the Code Compliance Section or the TRP International Compliance Team, even if these transactions are effected with a speculative investment objective.

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds, is required by United States securities laws to disclose in writing all current securities holdings in which he or she is considered to have beneficial ownership or control ("Securities Holdings Report") (see page 4-5 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts.

The form to provide the Securities Holdings Report will be provided upon commencement of employment, appointment or promotion and should be submitted to the Code Compliance Section (U.S.-based personnel) or the TRP International Compliance Team (International personnel). The form on which to report securities accounts can be found on the firm's Intranet under Corporate/Legal.

4-30


SEC rules require that each Securities Holding Report contain, at a minimum, the following information:

o securities title

o securities type

o exchange ticker number or CUSIP number, as applicable

o number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership

o the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person's direct or indirect benefit; and

o the date the Access Person submits the Securities Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds, is also required to file a "Personal Securities Report," consisting of a Statement of Personal Securities Holdings and a Securities Account Verification Form Report, on an annual basis. The Personal Securities Report must be as of year end and must be filed with the firm by the date it specifies. The Chief Compliance Officer or his or her designee reviews all Personal Securities Reports.

ADDITIONAL DISCLOSURE OF OPEN-END INVESTMENT COMPANY HOLDINGS BY INVESTMENT PERSONNEL. If a person has been designated "Investment Personnel," he or she must report with the initial and annual Securities Holdings Report a listing of shares of all open-end investment companies (except money market funds), whether registered under the Investment Company Act or sold in jurisdictions outside the United States, that the Investment Personnel either beneficially owns or controls. If an Access Person becomes Investment Personnel, he or she must file a supplement to his or her existing Securities Holdings Report within thirty
(30) days of the date of this designation change, listing all shares of open-end investment companies (except money market funds) that he or she beneficially owns or controls. Previously disclosed ownership of Reportable Funds does not have to be reported again in this disclosure.

CONFIDENTIALITY OF RECORDS. Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.

4-31


SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds. The Ethics Committee, the Code Compliance Section, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person's and entity's compliance with this Statement and to otherwise prevent and detect violations.

Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group or the Savings Bank. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to surrender to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved.

Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Board will impose such sanctions as it deems appropriate.

February, 2005

4-32


T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
WITH RESPECT TO COMPLIANCE WITH
COPYRIGHT AND TRADEMARK LAWS

Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy with Respect to Compliance with Copyright and Trademark Laws ("Statement") to: (1) describe the legal principles governing copyrights, trademarks, and service marks; (2) ensure that Price Group's various copyrights, trademarks, and service marks are protected from infringement; and, (3) prevent Price Group from violating intellectual property rights of others. Although this Statement primarily describes the requirements of United States law, it is important to note that many nations have laws in this area.

Definition of Copyright

In order to protect authors and owners of books, articles, drawings, designs, business logos, music, videos, electronic media, or computer programs and software, the U.S. Copyright Law makes it a crime to reproduce, in any manner, any copyrighted material without the express written permission of the copyright owner. Under current law, all original works are copyrighted at the moment of creation; it is no longer necessary to officially register a copyright. Copyright infringements may result in judgments of actual damages (i.e., the cost of additional subscriptions, attorneys fees and court costs) as well as statutory damages, which can range from $750 to $30,000 per infringement plus a potential of $150,000 per infringement for willful infringement.

Reproduction of Articles and Similar Materials for Internal and External Distribution. In general, the unauthorized reproduction and distribution of copyrighted material is a U.S. and state crime. This includes downloading or copying information from an Internet website or any fee-paid subscription publication services. Copyrighted material may not be reproduced without the express written permission of the copyright owner (a sample Permission Request Letter is available from the Legal Department). An exception to the copyright law is the "fair use" doctrine, which allows reproduction for scholarly purposes, criticism, or commentary. This exception ordinarily does not apply in a business environment. Thus, personnel wishing to reproduce copyrighted material for internal or external distribution must obtain written permission from the author or publisher.

It is your responsibility to obtain permission to reproduce copyrighted material. The permission must be in writing and forwarded to the Legal Department. If the publisher will not grant permission to reproduce the copyrighted material, then the requestor must purchase from the publisher or owner either additional subscriptions or copies of the work or refrain from using it. The original article or periodical may be circulated as an alternative to purchasing additional copies. If the work in question is accessible via an Internet web site, the web site address may be circulated in order for others to publicly view the information.

o For works published after January 1st 1978, copyrights last for the life of the author or owner plus 70 years or up to 120 years from creation.

o The electronic transmission of copyrighted works can constitute an infringement.

5-1


o The United States Digital Millennium Copyright Act ("DMCA") makes it a violation to (i) alter or remove copyright notices, (ii) provide false copyright notices, or (iii) distribute works knowing that the copyright notice has been removed or altered.

o Derivative Works - a derivative work is a new work created based on an original work. Only the owner of a copyright has the right to authorize someone else to create a new version of the original work.

o Subscription Agreements for on-line publications typically only grant permission for the licensee to make a single copy. Permission from the copyright owner must be granted in order to make additional copies.

Personal Computer Software Programs. Software products and on-line information services purchased for use on Price Group's personal computers are generally copyrighted material and may not be reproduced or transferred without the proper authorization from the software vendor. See the T. Rowe Price Group, Inc. Statement of Policy With Respect to Computer Security and Related Issues for more information.

Definition of Trademark and Service Mark

Trademark. A trademark is either a word, phrase or design, or combination of words, phrases, symbols or designs, which identifies and distinguishes the source of the goods or services of one party from those of others. For example, Kleenex is a trademark for facial tissues.

Service Mark. A service mark is the same as a trademark except that it identifies and distinguishes the source of a service rather than a product. For example, "Invest With Confidence" is a registered service mark, which identifies and distinguishes the services offered by Price Group or its affiliates.

Normally, a mark for goods appears on the product or on its packaging, while a service mark appears in advertising for the services.

Use of the "TM", "SM" and (R)

Anyone who claims rights in a mark may use the TM (trademark) or SM (service mark) designation with the mark to alert the public to the claim. It is not necessary to have a federal registration, or even a pending application, to use these designations. The claim may or may not be valid. The registration symbol,(R), may only be used when the mark is registered with the United States Patent and Trademark Office ("PTO") or a Foreign Trademark Office. It is improper to use this symbol at any point before the registration issues. The symbols are not considered part of the mark.

It is important to recognize that many nations have laws in this area. It is important to contact the Legal Department before using a mark in any country.

Registered Trademarks and Service Marks. Once Price Group has registered a trademark or service mark with the PTO or a Foreign Trademark Office, it has the exclusive right to use that mark. In order to preserve rights to a registered trademark or service mark, Price Group must (1) use the mark on a continuous basis and in a manner consistent with the Certificate of Registration; (2) place the registration symbol, (R)(pound) next to the mark in all publicly distributed media; and (3) take action against any party infringing upon the mark.

5-2


Establishing a Trademark or Service Mark. The Legal Department has the responsibility to register and maintain all trademarks and service marks and protect them against any infringement. If Price Group wishes to utilize a particular word, phrase, or symbol, logo or design as a trademark or service mark, the Legal Department must be notified in advance so that a search may be conducted to determine if the proposed mark has already been registered or is in use by another entity. Until clearance is obtained from the Legal Department, no new mark should be used. This procedure has been adopted to ensure that Price Group does not unknowingly infringe upon another company's trademark. Once a proposed mark is cleared for use and Price wishes to use the mark, it must be accompanied by the abbreviations "TM" or "SM" as appropriate, until it has been registered. All trademarks and service marks that have been registered with the PTO or a Foreign Trademark Office, must be accompanied by an encircled (R) when used in any public document. These symbols need only accompany the mark in the first or most prominent place it is used in each public document. Subsequent use of the same trademark or service mark in such material would not need to be marked. The Legal Department maintains a written summary of all Price Group's registered and pending trademarks and service marks, which is posted on the firm's intranet under Corporate/Legal/Trademarks and Service Marks of T. Rowe Price Group, Inc. If you have any questions regarding the status of a trademark or service mark, you should contact the Legal Department.

Infringement of Price Group's Registered Marks. If you notice that another entity is using a mark similar to one that Price Group has registered, you should notify the Legal Department immediately to that appropriate action can be taken to protect Price Group's interests in the mark.

February, 2005

5-3


T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY WITH RESPECT TO
COMPUTER SECURITY AND RELATED ISSUES

PURPOSE OF STATEMENT OF POLICY. The central and critical role of computer systems in our firm's operations underscores the importance of ensuring the integrity of these systems. The data stored on our firm's computers, as well as the specialized software programs and systems developed for the firm's use, are extremely valuable assets and very confidential.

This Statement of Policy ("Statement") establishes an acceptable use policy for all Price Group Associates and all other individuals with Price Group systems access. Contact Enterprise Security regarding additional or new policy determinations that may be relevant for specific situations and for current policy concerning systems and network security, system development, and new technologies.

The Statement has been designed to:

o prevent the unauthorized use of or access to our firm's computer systems (collectively the "Systems"), including the firm's electronic mail ("email") and voice mail systems;

o prevent breaches in computer security;

o maintain the integrity of confidential information;

o protect customer information; and

o prevent the introduction of malicious software into our Systems that could imperil the firm's operations.

In addition, the Statement describes various issues that arise in connection with the application of U.S. Copyright Law to computer software.

Any material violation of this Statement may lead to sanctions, which may include dismissal of individuals involved.

CONFIDENTIALITY OF SYSTEMS ACTIVITIES AND INFORMATION. Systems activities and information stored on our firm's computers (including email, voice mail, messaging, and online facsimiles) may be subject to monitoring by firm personnel or others. Any new technologies, whether introduced by Price Group or instigated by the Associate (see Portable and Personal Computer Equipment and Hardware), may also be monitored. All such information, including messages on the firm's email, voice mail, messaging, and online facsimile systems, are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, or stored through the Systems. The use of the firm's computer systems is intended for the transaction of firm business and is for authorized users only. Associates should limit any personal use. All firm policies apply to the use of the Systems. See the Code of Ethics and Conduct and pertinent Human Resources Handbook or Guidelines (e.g., The U.S. Associates Handbook).

By using the firm's Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information, including email and voice

6-1


mail messages, messaging and online facsimiles by the firm. You do not have any expectation of privacy in connection with the use of the Systems, or with the transmission, receipt, or storage of information in the Systems.

Information entered into our firm's computers but later deleted from the Systems may continue to be maintained permanently on our firm's back-up tapes or in records retained for regulatory or other purposes. You should take care so that you do not create documents or communications that might later be embarrassing to you or to our firm. This policy applies to email, voice mail, facsimiles and messaging, as well to any other communication on the Systems.

PRIVACY AND PROTECTION OF DATA AND COMPUTER RESOURCES. The protection of firm information and the maintenance of the privacy of corporate and customer data require consistent effort by each individual and involves many aspects of the work environment. Individuals who are users of computer and network resources and those who work within the Systems areas must bear in mind privacy and protection obligations. Therefore, data within the Price Group network should be considered proprietary and confidential and should be protected as such. In addition, particular customer data, or the data of customers of certain business units, may be required to be specifically protected as prescribed by laws or regulatory agency requirements (refer to the T. Rowe Price Statement of Policies and Procedures on Privacy in this Code). Responsible use of computer access and equipment, including Internet and email use, as described in this Statement of Policy with Respect to Computer Security and Related Issues, is integral to protecting data. In addition, the protection of data privacy must be kept in mind during the design, development, maintenance, storage, handling, access, transfer, and disposal phases of computer related activities.

In addition:

o It is company policy not to publicize the location of the Owings Mills Technology Center. The goal is to not link this address to the main location of the company's computer systems. It is the responsibility of all Associates to protect information about the location of the Technology Center whenever possible. Although there will be situations where using the address is unavoidable, use of the address is generally not necessary. It should not be used on the Internet for any reason, business or personal.

o The @troweprice.com email address should be treated as a business asset. It should not be used for situations not related to immediate business responsibilities. The email addresses of other Associates should never be given out without their permission.

SECURITY ADMINISTRATION. Enterprise Security in T. Rowe Price Investment Technologies, Inc. ("TRPIT") is responsible for identifying security needs and overseeing the maintenance of computer security, including Internet-related security issues.

AUTHORIZED SYSTEMS USERS. In general, access to any type of system is restricted to authorized users who need access in order to support their business activities. All system and application access must be requested on a "Security Access Request" ("SAR") form. The form is available on the Enterprise Security intranet site. Access requests and changes must be approved by the appropriate supervisor or manager in the user's department or that department's designated SAR approver where one has been appointed. "Security Access Approvers" are responsible for ensuring that only required access is approved and that access is reduced or removed when no longer needed. "Security Access Approvers" can be held accountable for any access they approve. Non-employees are not permitted to be "Security Access Approvers."

6-2


Managers and supervisors are responsible for notifying Enterprise Security, in a timely manner, that an Associate, consultant, or temporary worker has left the firm so that access may be suspended. This is especially important for temporary staff contracted independently of Human Resources, TRPIT Finance, or one of the on-site temporary agencies. Managers and supervisors have an obligation to prevent the mis-use or re-use of "User-IDs" of terminated Associates, consultants, and temporary workers. If a consultant is not currently working on a TRP project for an amount of time - even though he or she is expected to return to that project at a later date - his or her User-ID should be disabled, although not deleted, until the consultant returns to the project.

The Enterprise Security department has the authority, at its own discretion, to disable any User- ID or other ID, that appears to be dormant or abandoned, on any platform. Efforts will be made to contact contact presumed owners of such IDs, but, in the absence of an identifiable owner, IDs may be disabled as part of system management and vulnerability assessment processes.

AUTHORIZED APPLICATION USERS. Additonal approval may be required from the "Owner" of some applications or data. The Owner is the employee who is responsible for making judgements and decisions on behalf of the firm with regard to the application or data, including the authority to decide who may have access. Secondary approval, when required, is part of the Security Access Request process and access cannot be processed until secondary approval is received.

USER-IDS, PASSWORDS, AND OTHER SECURITY ISSUES. Once a request for access is approved, a unique User-ID will be assigned the user. Each User-ID has a password that must be kept confidential by the user. For most systems, passwords must be changed on a regular schedule and Enterprise Security has the authority to determine the password policy. Passwords should be of reasonable complexity and uniqueness to prevent easy guessing; employee IDs should not be used as the password and easily deducible personal or family information should not be used for passwords. Passwords should expire on a schedule approved by Enterprise Security unless specific variance has been permitted.

User-IDs and passwords may not be shared except with authorized TRPIT personnel for security or maintenance purposes. Users can be held accountable for work performed with their User-IDs. Personal computers must not be left logged on and unattended. When leaving a logged-on machine for a period of time, lock the PC by pressing the [CTRL] [ALT] [DEL] keys and selecting "Lock Computer," or by setting a screen saver with password protection. Press [CTRL] [ALT] [DEL] and type in your password to unlock. System and application administrators must not alter security settings, even though their administrative privileges give them the ability to do so. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited and can result in disciplinary action. No one may engage in activities that bypass or compromise the integrity of security features or change security settings.

EXTERNAL COMPUTER SYSTEMS. Our data processing environment includes access to data stored not only on our firm's computers, but also on external systems, such as DST. Although the security practices governing these outside systems are established by the providers of these external systems, requests for access to such systems should be directed to Enterprise Security. User-IDs and passwords to these systems must be kept confidential by the user.

6-3


PORTABLE AND PERSONAL COMPUTER EQUIPMENT AND HARDWARE. It must be assumed that firm notebook computers, PDAs, and other portable computer equipment (e.g., Blackberry) contain information that is sensitive. Therefore, portable computer equipment should be password protected with a frequently changed, non-intuitive password. They should be protected in transit and either kept with the user or maintained securely if not with the user. Sensitive information that is not currently needed should be removed and stored elsewhere. Passwords and SecurId cards/tokens should not be stored with the machine and information about them should not be maintained in a list on the computer or PDA. Proper virus prevention and backup practices should be regularly performed. In the event of loss or theft, the Enterprise Help Desk should be contacted to review with the individual whether there are any protective actions that need to be taken.

The introduction or installation of any hardware or software to enable a wireless networking connection into the TRP network, unless supported by Production Services and reviewed for secured deployment by Enterprise Security, is prohibited. Violation of this policy is a great potential risk to the TRP network and any such unapproved wireless device will be disabled and confiscated.

Where TRP approved or supplied wireless technology is being used for PC's for external use, such as while traveling, these PCs may never be connected to the TRP network while the wireless access is enabled.

Applications, services, or equipment that connect with or interact with the Price Group network that are not provided or supported by Price Group are prohibited except as provided below for certain personally owned PCs. Damage to the Price Group network, systems, data, or reputation by use of any of these can result in disciplinary action to the individual or individuals involved. Personally owned PCs used with approved VPN access may be permitted if all of the conditions of VPN access are followed. Please review the Enterprise Help Desk intranet site for current information.

ACCESS TO THE INTERNET AND OTHER ON-LINE SERVICES. Access to the Internet (including, but not limited to, email, instant messaging, remote FTP, Telnet, World Wide Web, remote administration, secure shell, and using IP tunneling software to remotely control Internet servers) presents special security considerations due to the world-wide nature of the connection and the security weaknesses present in Internet protocols and services. The firm provides authorized individuals with access to Internet email and other Internet services (such as the World Wide Web) through a direct connection from the firm's network.

Access to the Internet or Internet services from our firm's computers, including the firm's email system, is intended for legitimate business purposes; individuals should limit any personal use. Internet email access must be requested through Enterprise Security, approved by the individual's supervisor or an appropriate T. Rowe Price manager, and provided only through firm-approved connections. All firm policies apply to the use of the Internet or Internet services. See the Code and the pertinent Human Resources Handbook or Guidelines (e.g., The U.S. Associates Handbook). For example, in addition to the prohibition on accessing inappropriate sites discussed below, the following policies apply:

o Applications, services, or equipment that connect with or interact with the Price Group network that are not provided or supported by Price Group are prohibited except as provided below for certain personally owned PCs. Damage to the Price Group network, systems, data, or reputation by use of

6-4


any of these can result in disciplinary action to the individual or individuals involved. Personally owned PCs used with approved VPN access may be permitted if all the conditions of VPN access are followed. Please review the Enterprise Help Desk intranet site for current information.

o You may not download anything for installation or storage onto the firm's computers for personal use including, but not limited to, music, games, or messaging and mail applications.

o You may not use the firm's Systems or hardware in any way that might pose a business risk or customer data privacy risk, or violate other laws, including U.S. Copyright laws.

o You may not spend excessive time or use excessive network resources for personal purposes.

o You may not engage in activities that bypass or compromise the integrity of network security features like firewalls or virus scanners.

o Individuals or consultants may not contract for domain names for use by Price Group or for the benefit of Price Group. Internet domain names are assets of the firm and are purchased and maintained by Enterprise Security.

Please note that many activities other than those mentioned may be prohibited because they pose a risk to the firm or its Systems. You should review the list of vulnerabilities maintained on the firm's Intranet under Technology Services/Enterprise Security/Policies & Information/System Vulnerability Advisory. If you have any doubt, contact Enterprise Security before engaging in the activity.

Use of Internet. In accordance with firm policies, individuals are prohibited from accessing inappropriate sites, including, but not limited to, adult and gambling sites. Firm personnel monitor Internet use for visits to inappropriate sites and for inappropriate use. See p. 4-29 for a more detailed discussion of the prohibitions of internet gambling related to security markets.

Accessing one's home or personal account, any personal email or messaging account, or any account not provided by T. Rowe Price, is prohibited, due to the risk of virus or malicious code bypassing firm protective methods.

Dial-Out Access. Unauthorized modems are not permitted. Dial-out access that circumvents the Internet firewall, proxy server, or authentication mechanisms except by authorized personnel in the business of Price Group is prohibited.

On-line Services, Web-based Email, and Instant Messaging. Certain individuals are given special TRP accounts to access America Online ("AOL"), AOL Instant Messenger ("AIM"), or other commercial on-line service providers and web email for the purpose of testing Price Group systems or products. Otherwise, use of instant messaging ("IM") facilities for business purposes is restricted to authorized personnel only. Access to IM must be requested on a SAR form and approval must be obtained from a Division Manager with secondary approval by Legal. Access is only granted to one of the following IM service providers: AOL ("AOL"), Microsoft ("MSN") or Yahoo. Instant Message communications are archived if this is required to comply with regulatory requirements.

6-5


Participation on Bulletin Boards, Chat Rooms and Similar Services. Because communications by our firm, or any individuals associated with it, on on-line service bulletin boards, chat rooms, and similar services are subject to United States, state and international, and NASD regulations, unsupervised participation can result in serious securities violations.

Certain designated individuals have been authorized to monitor and respond to inquiries about our firm and its investment services and products or otherwise observe messages on such services. Any individual not within this special group should contact the appropriate supervisor and Enterprise Security, before engaging in these activities. Generally, an individual must also receive the independent authorization of one member of the Board of T. Rowe Price Investment Services, Inc. and of the Legal Department before initiating or responding to a message on any computer bulletin board, chat room or similar service relating to the firm, a Price Fund or any investment or Brokerage option or service. This policy applies whether or not the individual contributes or merely observes, whether or not the individual intends to disclose his or her relationship to the firm, whether or not our firm sponsors the bulletin board, and whether or not the firm is the principal focus of the bulletin board.

Email Use. Access to the firm's email system is intended for legitimate business purposes; Associates should limit any personal use. All firm policies apply to the use of email. Firm personnel may monitor email usage for inappropriate use. If you have any questions regarding what constitutes inappropriate use, you should discuss it first with your supervisor or an appropriate T. Rowe Price manager who may refer the question to Human Resources. Email services, other than those provided or approved by Price Group, may not be used for business purposes. In addition, accessing web-based email services (such as AOL email or Hotmail) not provided or approved by Price Group from firm equipment for any reason could allow the introduction of viruses or malicious code into the network or lead to the compromise of confidential data.

Not Confidential. Email and Instant Messaging sent through the Internet are not secure and could be intercepted by a third party. Confidential and company proprietary information should not be included in such communications unless specifically permitted by accepted business procedures. Use of Microsoft Outlook Web Access to the Price Group email system provides an encrypted mail session so that email is not in the clear over the Internet and is not passing through a non-Price Group email system. When remote access to the firm's email system, or external access to firm email, is required, Outlook Web Access is the preferred mode of access.

REMOTE ACCESS. The ability to access our firm's computer Systems from a remote location is limited to authorized users and authorized methods. A security system that is approved by Enterprise Security and that uses a strong authentication method must be employed when accessing our firm's network from a remote computer. Authorization for remote access can be requested by completing a "Security Access Request" form. Any individual who requires remote access should contact the Price Group Enterprise Help Desk for desktop setup. Telephone numbers used to access our firm's computer systems are confidential.

6-6


Vendors may need remote access to the Price Group network or specific servers for application support, system troubleshooting, or maintenance. The preferred method for vendor access to the Price Group network is via SecurID with the card being held by someone internally on behalf of the vendor. Other methods of remote access, like VPN or dial-in/dial-out modems, should not be offered or established without prior approval from Enterprise Security. (Prior approval from Enterprise Security is not required for vendors accessing non-Price Group equipment that is not connected to the Price Group network).

PROTECTION FROM MALICIOUS CODE. "Malicious code" is computer code designed to damage or impair software or data on a computer system. Software from any outside source may contain a computer virus or similar malicious code. Types of carriers and transmission methods increase daily and currently include diskettes, CDs, file transfers and downloads, executables, some attachments, web-links, and active code over the Web. A comprehensive malicious code prevention and control program is in place throughout Price Group. This program provides policy and procedures for anti-virus and malicious code controls on all systems. More information about the anti-virus/malicious code program can be found on the TRPIT Intranet.

Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions, such as downloading non-business related software, or by failing to implement recommended precautions, such as updating virus scanning software on remote machines, may lead to sanctions. Opening a file or attachment is at your own risk and presumes you have knowledge of the safety of the contents.

In summary:

o No one should endeavor to, or assist another to, introduce into the Price Group environment anything identified as a virus by a scanner used by Price Group for any reason.

o No one may disable or subvert virus scanning or a similar protective technology for any reason, including to allow something to be received or downloaded onto a Price Group asset or system.

o Failing to protect Price Group systems and assets is also against policy, for example, failing to maintain updated scanning files.

o At all times, receipt of files, execution of attachments, etc. is at the user's own risk and depends on the user's awareness of the risks and his or her evaluation of the legitimacy and safety of what is being opened.

Virus Scanning Software. As part of the Price Group malicious code program, virus scanning software is installed and configured to detect and eradicate malicious code, Trojans, worms and viruses. All desktop computers have the corporate standard anti-virus scanning software installed and running. This software is installed and configured by the Distributed Processing Support Group and runs constantly. Virus scanning software updates are automatically distributed to the desktops as they become available. Desktop virus scanning software can also be used by the employee to scan diskettes, CDs, directories, and attachments "on demand". Altering or disabling this desktop scanning software is prohibited. Contact the Price Group Enterprise Help Desk for assistance.

6-7


Email. An email malicious code/anti-virus gateway scans the content of inbound and outbound email for viruses. Infected email and attachments will be cleaned when possible and quarantined when not able to be cleaned. Updating of the email gateway anti-virus software and pattern files is done automatically.

Certain file extensions of email attachments are blocked at the email gateway and in Outlook. Transmission of these file types pose a risk to Price Group's infrastructure since most malicious code is transmitted via these extensions. The extensions currently blocked are EXE, COM, PIF, SCR, VBS, EML, BAT, CMD, MPG, CPL, HTA, CEO and LNK. Additional attachment types may be blocked on a temporary or permanent basis (possibly without prior notification to Associates) as the risk evaluations dictate. Opening any file is at your own risk and presumes you have knowledge of the safety of the contents.

Portable and Remote Computers. Laptops and other computers that remotely access the Price Group network are also required to have the latest anti-virus software and pattern files. It is the responsibility of each user to ensure that his or her portable computer's anti-virus software is regularly updated and that personal machines remotely connecting to the Price Group network include necessary application and operating system security updates. The Price Group Enterprise Help Desk has instructions available. Contact the Price Group Enterprise Help Desk to obtain further information.

Downloading or Copying. The user of a PC with a modem or with an Internet connection has the ability to connect to other computers or on-line services outside of the firm's network and there may be business reasons to download or copy software from those sources. Downloading or copying software, which includes documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is for a legitimate business purpose because downloads and copies could introduce viruses and malicious code into the Systems.

Other Considerations. Individuals must call the Price Group Enterprise Help Desk when viruses are detected so that it can ensure that appropriate tracking and follow-up take place. Do not forward any "virus warning" mail you receive to other staff until you have contacted the Enterprise Help Desk, since many of these warnings are hoaxes. When notified that a user has received "virus warning" mail, the Enterprise Help Desk will contact Enterprise Security, whose personnel will check to determine the validity of the virus warning.

Price Group Associates should not attempt to treat a computer virus or suspected computer virus on a Price Group-owned machine themselves. Contact the Price Group Enterprise Help Desk for assistance; its personnel will determine whether the machine is infected, the severity of the infection, and the appropriate remedial actions.

APPLICATION OF U.S. COPYRIGHT LAW TO SOFTWARE PROGRAMS. Software products and on-line information services purchased for use on Price Group personal computers are generally copyrighted material and may not be reproduced without proper authorization from the software vendor. This includes the software on CDs or diskettes, any program manuals or documentation, and data or software retrievable from on-line information systems. Unauthorized reproduction of such material or information, or downloading or printing such material, violates United States law, and the software vendor can sue to protect the developer's rights. In addition to criminal penalties such as fines and imprisonment, civil damages can be awarded for actual damages as well as statutory damages, which range from $750 to $30,000 per infringement, plus a potential of $150,000 per infringement for willful infringement. In addition, many other nations have laws in this area. See the T. Rowe Price Group, Inc. Statement of Policy with Respect to Compliance with Copyright and Trademark Laws for more information about this subject.

6-8


Use of any peer-to-peer or file-sharing software or web interface, which allows users to search the hard drives of other users for files, is prohibited on the Price Group network and PCs. Downloading, or copying to removable media, copyrighted materials may violate the rights of the authors of the materials, and the use of, or storage on the Price Group network, of these materials may create a liability or cause embarrassment to the firm.

GUIDELINES FOR USING PERSONAL COMPUTER SOFTWARE

Acquisition and Installation of Software. Only Distributed Processing Support Group-approved and installed software is authorized. Any software program that is to be used by Price Group personnel in connection with the business of the firm must be ordered through the Price Group Enterprise Help Desk and installed by the Distributed Processing Support Group of TRPIT.

Licensing. Software residing on firm LAN servers will be either: (1) maintained at an appropriate license level for the number of users, or (2) made accessible only for those for whom it is licensed.

Original CDs, Diskettes and Copies. In most cases, software is installed by the Distributed Processing Support Group and original software CDs and diskettes are not provided to the user. In the event that original CDs or diskettes are provided, they must be stored properly to reduce the possibility of damage or theft. CDs and diskettes should be protected from extreme heat, cold, and contact with anything that may act as a magnet or otherwise damage them. You may not make additional copies of software or software manuals obtained through the firm.

Recommendations, Upgrades, and Enhancements. All recommendations regarding computer hardware and software programs are to be forwarded to the Price Group Help Desk, which will coordinate upgrades and enhancements.

QUESTIONS REGARDING THIS STATEMENT. Any questions regarding this Statement should be directed to Enterprise Security in TRPIT.

February, 2005

6-9


T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
COMPLIANCE WITH ANTITRUST LAWS

Purpose

To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws ("Statement") to:

o Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group's business; and

o Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

The Basic United States Anticompetitive Activity Prohibition

Section 1 of the United States Sherman Antitrust Act (the "Act") prohibits agreements, understandings, or joint actions between companies that constitute a "restraint of trade," i.e., reduce or eliminate competition.

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as "a knowing wink," as one case says, may be sufficient to establish an illegal agreement under the Act.

The agreed-upon action must be anticompetitive. Some actions are "per se" anticompetitive, while others are judged according to a "rule of reason."

o Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a procompetitive component. Examples of such per se illegal activities are agreements between competitors to fix prices or divide up markets in any way, such as exclusive territories.

o Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the procompetitive results of the arrangement outweigh the anticompetitive effects. Permissible agreements among competitors may include a buyers' cooperative, or a syndicate of buyers for an initial public offering of securities. In rare instances, an association of sellers (such as ASCAP) may be permissible.

7-1


There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

Penalties for Violating the Sherman Act

A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorneys fees. Criminal penalties for individuals can include fines of up to $350,000 and three years in jail, and $100 million or more for corporations.

Situations in Which Antitrust Issues May Arise

To avoid violating the Act, any agreement with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds and investment and retirement services, must be made with the prohibitions of the Act in mind.

Trade Association Meetings and Activities. A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

Permissible Activities:

o Discussion of how to make the industry more competitive.

o An exchange of information or ideas that have procompetitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

o Collective action to petition government entities.

Activities to be Avoided:

o Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

Exception: A third party consultant can, with appropriate safeguards, collect, aggregate and disseminate some of this information, such as salary information.

o Discussion of future business plans, strategies, or arrangements that might be considered to involve competitively sensitive information.

7-2


o Discussion of specific customers, markets, or territories.

o Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a "boycott").

Investment-Related Discussions

Permissible Activities: Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer's stock, or negotiations among creditors of an insolvent or bankrupt company.

Competing investment managers are permitted to serve on creditors committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

Activities to be Avoided: It is important to avoid anything that suggests involvement with any other firm in any threats to "boycott" or "blackball" new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

Example: After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders' rights, several investment management complexes organized to protest the state's action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms' action led to an 18-month United States Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, you should notify the Legal Department, which will take whatever further steps are necessary.

Benchmarking. Benchmarking is the process of measuring and comparing an organization's processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

o Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

7-3


o The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

o All proposed benchmarking agreements must be reviewed by the Legal Department before the firm agrees to participate in such a survey.

International Requirements. The United Kingdom and the European Union have requirements based on principles similar to those of United States law. If you have specific questions about United Kingdom or European Union requirements, you should contact the Legal Department.

February, 2005

7-4


T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICIES AND PROCEDURES ON PRIVACY

INTRODUCTION

This Statement of Policies and Procedures on Privacy ("Statement") applies to T. Rowe Price Group, Inc. and its subsidiaries and affiliates, including its international operations. In addition, certain regulated T. Rowe Price companies (i.e., T. Rowe Price Associates, Inc., T. Rowe Price Advisory Services, Inc., the T. Rowe Price Insurance Agencies, T. Rowe Price Investment Services, Inc., T. Rowe Price Savings Bank, T. Rowe Price Trust Company and the Price Funds) offer financial products and services to consumers and, consequently, are required to deliver privacy notices under the Privacy Rules ("Regulation S-P") adopted by the United States Securities and Exchange Commission, as well as privacy regulations of the federal banking regulators, and applicable state law. It is Price Group's policy to:

o Treat our customers' personal and financial information ("Nonpublic Customer Information") as confidential;

o Protect Nonpublic Customer Information; and

o Not share this information with third parties unless necessary to process customer transactions, service customer accounts, or as otherwise permitted by law.

This Statement covers only United States requirements. International privacy regulation is beyond the scope of these procedures and if you conduct business internationally you should be aware of the applicable privacy regulations in the foreign jurisdiction where you conduct business.

INITIAL AND ANNUAL NOTICES OF THE T. ROWE PRICE PRIVACY POLICIES

As a means of informing our customers of T. Rowe Price's Privacy Policies, the firm has adopted a Privacy Policy Notice, which is provided to customers of the regulated T. Rowe Price companies.

The Privacy Policy Notice is included with or accompanies any account application or other material delivered to prospective customers that enables a customer to open an account. The Privacy Policy Notice shall also annually be enclosed with customer account statements, typically in April. Additionally, an internet website version of the Privacy Policy Notice is posted on Price Group's internet website (troweprice.com).

The Legal Department is responsible for any amendments required to be made to the Privacy Policy Notice. Retail Operations is responsible for the initial Privacy Policy Notice distribution to customers, the distribution to prospective customers, and the annual distribution of the Privacy Policy Notice to Price Fund shareholders, Brokerage customers, annuity customers and other retail customers. Other business units not covered by Retail Operations will be notified of their obligations to deliver the Privacy Policy Notice to customers in their respective business units.

8-1


EDUCATION OF INDIVIDUALS ABOUT PRIVACY POLICIES AND PROCEDURES

Every individual at T. Rowe Price should be aware of our Privacy Policies and Procedures and every individual bears responsibility to protect Nonpublic Customer Information.

Managers and supervisors shall ensure that our Privacy Policies and Procedures are reviewed with all new individuals at T. Rowe Price to ensure sensitivity to our Policies. Particular attention should be given to any temporary or part-time workers and consultants to ensure that they are educated to the critical importance of protecting confidential information. Managers and supervisors shall regularly review the operations of their business units to identify potential exposure for breaches of our Privacy Policies and communicate appropriate remedies to applicable individuals as an integral part of the continuing education of such individuals.

WHAT IS NONPUBLIC CUSTOMER INFORMATION?

Nonpublic Customer Information comprises virtually all the information that a customer supplies to T. Rowe Price as well as the information that T. Rowe Price otherwise obtains or generates in connection with providing financial products or services to that customer. Accordingly, the existence of the customer relationship (e.g., customer lists), the contents of any account application (including but not limited to the customer's name, address, social security number, occupation, beneficiary information and account number), the customer's account balance, securities holdings and the customer's transaction history would all be Nonpublic Customer Information that T. Rowe Price considers to be confidential.

METHODS BY WHICH WE PRESERVE CONFIDENTIALITY

Each Business Unit Head has responsibility with respect to his or her business unit to establish procedures whereby the confidentiality of Nonpublic Customer Information is preserved. Such procedures should address access to and safeguards for Nonpublic Customer Information based upon the business unit's operations, access to, and handling of such information. The procedures should address safeguards relating to administrative, technical, and physical access to Nonpublic Customer Information.

Access to Information

Nonpublic Customer Information can be used and stored in many forms (e.g., on paper, as computer records, and in conversations stored as voice recordings). All possible methods for conveying such information must be evaluated for the potential of inappropriate disclosure. Only authorized individuals, who are trained in the proper handling of Nonpublic Customer Information, are permitted to have access to such information. Additionally, managers and supervisors shall limit access to Nonpublic Customer Information to those individuals who need access to such information to support their respective job functions. Situations where excessive or inappropriate access to or exposure of Nonpublic Customer Information is identified should be remediated.

8-2


Computer Access

Managers and supervisors of respective business units are responsible for making judgments and decisions with regard to the use of Nonpublic Customer Information including decisions as to who shall have computer access to such information.

In general, managers and supervisors shall instruct Enterprise Security to restrict access to any system that maintains Nonpublic Customer Information to authorized individuals who need access to support their respective job functions. System access, or changes to such access, shall be submitted in the format directed by Enterprise Security and authorized by the appropriate business unit manager or supervisor. Managers and supervisors are also responsible for notifying Enterprise Security, in a timely manner, that an employee, consultant or temporary worker has left the firm so that access may be suspended. This is especially important for temporary staff who are contracted independent of Human Resources and/or one of the on-site temporary agencies. Managers and supervisors are hereby reminded of their obligations to prevent the use of "User IDs" of terminated employees, consultants and temporary workers to gain improper access to systems.

In addition to system access, managers and supervisors shall review their operations to identify whether any application systems that maintain Nonpublic Customer Information should have an additional level of security, such as extra passwords. Managers and supervisors shall promptly communicate the need for additional levels of security to Enterprise Security.

New Business and Systems Development

All new business and systems application development that relates to or affects Nonpublic Customer Information must be developed with consideration to the firm's policies and procedures for safeguarding Nonpublic Customer Information. Business and systems development must be continuously reviewed for adherence to Nonpublic Customer Information protection and the prevention of unauthorized exposure of such information.

Individuals at T. Rowe Price working on systems and processes dealing with Nonpublic Customer Information must evaluate the potential risks for breach of the confidentiality of Nonpublic Customer Information and implement safeguards that will provide reasonable protection of the privacy of such information. Please refer to the Statement of Policy with Respect to Computer Security and Related Issues in this Code for additional information on system requirements related to protection of Nonpublic Customer Information.

Safeguarding Nonpublic Customer Information

To safeguard the interests of our customers and to respect the confidentiality of Nonpublic Customer Information, all individuals at T. Rowe Price shall take the following precautions:

o Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms or social gatherings;

8-3


o To the extent practical, limit access to the areas of the firm where Nonpublic Customer Information could be observed or overheard to individuals with a business need for being in the area;

o Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

o Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects or use aggregate data that is not personally identifiable to any customer;

o Exercise care to avoid placing documents containing Nonpublic Customer Information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use (particular attention should be directed to securing the information outside of normal business hours to prevent misappropriation of the information); and

o Destroy copies of confidential documents no longer needed for a project.

Record Retention

Under various federal and state laws and regulations, T. Rowe Price is required to produce, maintain and retain various records, documents and other written (including electronic) communications. All individuals at T. Rowe Price are responsible for adhering to the firm's record maintenance and retention policies.

Managers and supervisors are responsible to see that all Nonpublic Customer Information maintained by their respective business units is retained in a secure location. Nonpublic Customer Information shall be secured so that access to the information is limited to those utilizing the information to support their respective job functions.

Destruction of Records

All individuals at T. Rowe Price must use care in disposing of any Nonpublic Customer Information. For example, confidential paper records that are to be discarded should be shredded or destroyed so that no personal information is discernable. If a significant quantity of material is involved, Report Services should be contacted for instructions regarding proper disposal.

DEALINGS WITH THIRD PARTIES

Generally, T. Rowe Price will not disclose any Nonpublic Customer Information to any third parties unless necessary to process a transaction, service an account or as otherwise permitted by law. Accordingly, absent the explicit approval of the respective manager in the business unit, individuals shall not divulge any Nonpublic Customer Information to anyone outside of the firm. For example, individuals shall not supply a third party with anything showing actual customer information for the purpose of providing a "sample" (e.g., for software testing or problem resolution) without explicit manager approval. This prohibition also bars individuals at T. Rowe Price from disclosing to members of their immediate family Nonpublic Customer Information or the existence of client relationships.

8-4


At times, in an effort to obtain confidential information, third parties will assert that they are entitled to certain information pursuant to a subpoena or some other legal process or authority. Since there can be various issues which may affect the validity of such demands, no records or information concerning customers shall be disclosed unless specifically directed by the Legal Department. Any such demands for information should be promptly referred to the Legal Department.

RETENTION OF THIRD PARTY ORGANIZATIONS BY T. ROWE PRICE

Whenever we hire third party organizations to provide support services, we will require them to use our Nonpublic Customer Information only for the purposes for which they are retained and not to divulge or otherwise misuse that information. Therefore, it is imperative that in retaining such third parties, we have contractual representations from them to preserve the confidentiality of Nonpublic Customer Information and that we have adequate means to verify their compliance. Accordingly, no third party organizations shall be retained to deal with or have access to our Nonpublic Customer Information unless the Legal Department has determined that there are adequate contractual provisions in place. All non-standard contracts relating to the use of Nonpublic Customer Information should be submitted to the Legal Department for review; a standard Nondisclosure Agreement may also be used if approved by the Legal Department.

In the event a supervisor identifies a need to retain a temporary worker for work with access to Nonpublic Customer Information, the supervisor shall ensure that there are adequate safeguards established to protect confidentiality of our records. Additionally, if such temporary worker is being retained independent of the on-site temporary agencies utilized by Human Resources, the supervisor must contact the Legal Department to verify that there are adequate contractual safeguards relative to privacy. Furthermore, supervisors are responsible for identifying temporary workers, reporting their identity to Enterprise Security and to the Legal Department and seeing that such workers are familiar with the Code of Ethics, including the firm's Privacy Policies and Procedures.

POTENTIAL BREACHES OF PRIVACY

In the event that any circumstances arise where a release of Nonpublic Customer Information to anyone not authorized to receive such information has or may have occurred, the individual identifying such possible breach shall immediately report the incident to his or her supervisor, who in turn will notify the respective Business Unit Head and the Director of Compliance of Price Group. The Business Unit Head will investigate the matter and instruct T. Rowe Price personnel on what actions, if any, should be taken to remedy any breach of our Privacy Policies.

INQUIRIES FROM CUSTOMERS ABOUT PRIVACY

In light of the growing concerns that many customers have regarding privacy of their financial records, it is anticipated that many customers will have questions. To assist customers, individuals at T. Rowe Price shall be familiar with how the Privacy Policy Notice can be accessed from the firm's intranet site under Corporate/Legal/Privacy Policies and Procedures. In the event customers have questions, they shall be referred to the T. Rowe Price Privacy Policy Notice. If customers have questions regarding the internet and privacy, such customers shall be referred to the T. Rowe Price (website) Privacy Policy Notice, which is available on the intranet site as well as the firm's internet website (troweprice.com). Individuals shall offer to mail to the customer a paper copy of the Privacy Policy Notice to an address specified by the customer, if desired.

8-5


In the event a customer has questions about our policy or procedures that the customer does not consider are addressed by the Privacy Policy Notice, the customer should be referred to the respective Business Unit Head or the Legal Department.

INTERNATIONAL REQUIREMENTS

The privacy policy for the firm's international business is posted on the TRP Global website (www.trowepriceglobal.com). Internationally based subsidiaries and affiliates must comply with the U.K. Data Protection Act as it applies to their activities. If you have any questions in this area, please contact the TRP International Compliance Team.

February, 2005

8-6


UBS GLOBAL ASSET MANAGEMENT - AMERICAS
Code of Ethics


TABLE OF CONTENTS

1. Introduction................................................................1

2. Types of Accounts
    2.1  Covered Accounts......................................................3
    2.2  Joint Accounts........................................................3
    2.3  Investment Clubs......................................................3

3. Establishing Covered Accounts
    3.1  Use of Authorized Brokers.............................................3
    3.2  Discretionary Accounts................................................4
    3.3  Reporting.............................................................5
    3.4  Copying Compliance Department on Statements and Confirms .............

4. Trading Restrictions
    4.1  Preclearance Requirements.............................................5
    4.2  Frequency.............................................................7
    4.3  Holding Period........................................................7
    4.4  Lockout Period........................................................8
    4.5  Prohibited Transactions...............................................8
    4.6  Initial Public Offerings..............................................9
    4.7  Investment in Partnerships and other Private Placements...............9
    4.8  Options............................. .................................9
    4.9  Futures..............................................................10

5. Reporting and Certification Requirements
    5.1  Initial Holdings Report and Certification............................10
    5.2  Quarterly Transactions Report for Covered Persons and Interested
         Directors............................................................10
    5.3  Quarterly Transactions Report for Independent Directors..............11
    5.4  Annual Certification for Covered Persons, Interested Directors
         and Independent Directors............................................11

6. Administration and Enforcement
    6.1  Review of Personal Trading Information...............................11
    6.2  Annual Reports to the Mutual Fund Boards of Directors and UBS Global
         CEOs.................................................................11
    6.3  Sanctions and Remedies...............................................12


List of Funds.........................................................Appendix A

Trade Request Form ...................................................Appendix B

Outside Account Request Form..........................................Appendix C

Private Placement Request Form........................................Appendix D

Investment Club Pre-Approval Form.....................................Appendix E

Discretionary Account Attestation.....................................Appendix F

Consultants and Temporary Employee Reporting Requirements.............Appendix G

Transaction Requirement Matrix........................................Appendix H

List of Authorized Broker-Dealers.....................................Appendix I


UBS GLOBAL ASSET MANAGEMENT-AMERICAS
Code of Ethics

1. Introduction

UBS Global Asset Management ("UBS Global AM")(1) has many important assets. Perhaps the most valuable is its established and unquestioned reputation for integrity. Preserving this integrity demands the continuing alertness of every employee. Each employee must avoid any activity or relationship that may reflect unfavorably on UBS Global AM as a result of a possible conflict of interest, the appearance of such a conflict, the improper use of confidential information or the appearance of any impropriety. Although no written code can take the place of personal integrity, the following, in addition to common sense and sound judgment, should serve as a guide to the minimum standards of proper conduct. This Code of Ethics ("Code") is designed to ensure, among other things, that all employees conduct their personal securities transactions in a manner where clients' interests are placed first and foremost and are consistent with the law. Any conduct that violates this Code is unacceptable and always constitutes an activity beyond the scope of the employee's legitimate employment.

The Code is designed to detect and prevent conflicts of interests between its employees, officers and directors and its Advisory Clients(2) that may arise due to personal investing activities. UBS Global also has established separate procedures designed to detect and prevent insider trading ("Insider Trading Procedures"), which should be read together with this Code.

Personal investing activities of "Covered Persons" (defined below) can create conflicts of interests that may compromise our fiduciary duty to Advisory Clients. As a result, Covered Persons must avoid any transaction that involves, or even appears to involve, a conflict of interests, diversion of an Advisory Client investment opportunity, or other impropriety with respect to dealing with an Advisory Client or acting on behalf of an Advisory Client.

As fiduciaries, Covered Persons must at all times comply with the following principles:

a. Client Interests Come First. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of Advisory Clients. If a Covered Person puts his/her own personal interests ahead of an Advisory Client's, or violates the law in any way, he/she will be subject to disciplinary action, even if he/she is in technical compliance with the Code.

b. Avoid Taking Advantage. Covered Persons may not make personal investment decisions based on their knowledge of Advisory Client holdings or transactions. The most common example of this is "front running," or knowingly engaging in a personal transaction ahead of an Advisory Client with the expectation that the Advisory Client's transaction will cause a favorable move in the market. This prohibition applies whether a Covered Person's transaction is in the same direction as the transaction placed on behalf of an Advisory Client (for example, two purchases) or the opposite direction (a purchase and sale).


1 When used in this Code "UBS Global Asset Management" and "UBS Global AM" includes UBS Global Asset Management (US) Inc. and UBS Global Asset Management (Americas) Inc. We refer to these entities collectively as UBS Global Advisors.

2 Advisory Client means any client (including but not limited to mutual funds, closed-end funds and separate accounts) for which UBS Global serves as an investment adviser or subadviser, to whom it renders investment advice, or for whom it makes investment decisions.


If you are uncertain whether a real or apparent conflict exists in any particular situation, you should consult with the Compliance Department immediately.

This Code applies to each of the UBS Global Advisors and the registered investment companies for which a UBS Global Advisor serves as investment manager, investment advisor and/or principal underwriter ("Funds") that are listed on Appendix A (which may be amended from time to time). The Code sets forth detailed policies and procedures that Covered Persons of UBS Global Advisors must follow in regard to their personal investing activities. All Covered Persons are required to comply with the Code as a condition of continued employment.

Who is subject to the Code?

Covered Persons. For purposes of this Code, Covered Person is defined as:

o Each employee, officer and director of a UBS Global Advisor, their spouses and members of their immediate families;(3)

o An employee, officer or director of any UBS AG affiliate who is domiciled on the premises of UBS Global AM for a period of 30 days or more; and

o Consultants and other temporary employees hired for a period of 30 days or more whose duties include access to UBS Global's technology and systems, and/or trading information in any form, unless they obtain a written exemption from the Compliance Department. Consultants and other temporary employees who are employed for less than a 30-day period, but who have access to UBS Global AM's trading information, will be subject to the reporting requirements described in Appendix G.

Interested Directors of a Fund. Directors of any Fund that is an Advisory Client (current Funds are listed on Appendix A) who are not Covered Persons but who are affiliated with another subsidiary of UBS AG ("Interested Directors") are subject to the following sections of the Code:

Section 5.1 Initial Holdings Report and Certification
Section 5.2 Quarterly Transactions Report for Covered Persons and Interested Directors
Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

Independent Directors of a Fund. Directors of a Fund who are not affiliated with a UBS Global Advisor as well as interested directors who do not have access to non-public information regarding the Portfolio Holdings of any fund advised by a UBS Global AM Advisor or who are not involved in making securities recommendations or have access to such recommendations that are not public are subject only to the following sections of the Code:

Section 5.3 Quarterly Transactions Report for Independent Directors

Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

3 Immediate family includes your spouse, children and/or stepchildren and other relatives who live with you if you contribute to their financial support.


2. Types of Accounts

2.1 Covered Accounts

"Covered Account" includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm, or other financial services firm) in which a Covered Person has a beneficial interest or over which a Covered Person has investment discretion or other control or influence.(5) Restrictions placed on transactions executed within a Covered Account also pertain to investments held outside of an account over which a Covered Person has physical control, such as a stock certificate.(6)

2.2 Joint Accounts

Covered Persons are prohibited from entering into a joint account with any Advisory Client.

2.3 Investment Clubs

A Covered Person may participate in an investment club only if he/she obtains the prior written approval of the Compliance Department. Requests for approval must be submitted on the Investment Club Pre-Approval Form (See Appendix E). Approval will only be granted if the Covered Person can ensure that the investment club will comply with all of the provisions of this Code.

If the Covered Person can demonstrate that he/she does not participate in investment decision-making, then a waiver of the preclearance requirement may be granted. An exemption from the preclearance requirement will not be granted if the Covered Person has influence or control over the club's investment decisions or if Covered Persons make up 50% or more of the club's membership.

The Compliance Department will periodically review investment club trading for abuses and conflicts and reserves the right to cancel approval of participation or to subject all of the club's trades to preclearance and other requirements. (7) Investment club accounts may not be used to undermine these procedures.

3. Establishing Covered Accounts

3.1 Use of Authorized Brokers

Generally, Covered Persons may maintain a Covered Account only with authorized broker-dealers. The current list of Authorized Brokers, which is subject to change from time to time, is included in Appendix I. Any exceptions to this rule must be approved in writing by the Compliance Department (See Appendix C for the appropriate form). However, Covered Persons hired on or before December 31, 2001 and who maintain a Covered Account at an unauthorized broker-dealer that was opened on or before June 30, 2002 may continue to maintain the account with the unauthorized broker. Covered Persons must obtain prior written approval from the Compliance Department to open a futures account.


5 Beneficial interest in an account includes any direct or indirect financial interest in an account.

6 Covered Accounts also include accounts for which a Covered Person has power of attorney, serves as executor, trustee or custodian, and corporate or investment club accounts.

7 Transactions effected through an investment club are subject to the reporting requirements outlined in Section 5.


Exceptions. The following Covered Accounts may be maintained away from an Authorized Broker without obtaining prior approval. Note: Covered Persons are required to report all Covered Accounts pursuant to the Reporting and Certification Requirements of Section 5 below.

Mutual Fund Only Accounts. Any account that permits a Covered Person only to buy and sell shares of open-end mutual funds for which UBS Global does not serve as investment adviser or subadviser and cannot be used to trade any other types of securities like stocks or closed-end funds.

401(k) Plans. Any account with a 401(k) retirement plan that a Covered Person established with a previous employer, provided that the investments in the plan are limited to pooled investment options (e.g., open-end mutual funds). A 401(k) plan account that permits you to trade individual securities or invest in pools consisting of securities of a single issuer must be approved by the Compliance Department. The UBS SIP plan or any successor UBS 401(k) plan is not an excepted account within this definition.

Investments in the Physical Control of a Covered Person. Covered Persons may maintain physical possession of an investment (for example, a stock certificate).

You must obtain approval to maintain the following Covered Accounts:

Investments Direcly with Issuers (or their Transfer Agents). Covered Persons may participate in direct investment plans that allow the purchase of an issuer's securities without the intermediation of a broker-dealer provided that timing of such purchases is determined by the plan (e.g., dividend reinvestment plans ("DRIPS")). Such investments must be approved prior to the initial purchase of the issuer's securities. Once approved, you are not required to preclear purchases or sales of shares in the plan, although transactions and holdings must be reported. However, if you withdraw the securities and hold a certificate or transfer them to a brokerage account, subsequent sales are subject to preclearance as well as the 30-day holding period.

3.2 Discretionary Accounts.

Covered Persons must obtain Compliance Department approval in order to open discretionary securities accounts. A discretionary account is one where all investment decisions are made by a third-party who is unrelated to the Covered Person or is not otherwise a Covered Person ("Discretionary Account"). Although Discretionary Accounts are exempt from the provisions of Section 4 (Trading Restrictions) of this Code, they are still Covered Accounts and must comply with all other provisions of this Code, including this Section and Section 5 (Reporting and Certification Requirements). In order to obtain necessary approval to open a Discretionary Account, Covered Persons must provide the following to the Compliance Department:

o A copy of the signed Investment Advisory Agreement and/or any other relevant documents creating the Account that demonstrate that the fiduciary has full investment discretion; and

o A signed attestation (See Appendix F) that, if the Covered Person


discusses any specific strategies, industries or securities with the independent fiduciary, the Covered Person will pre-clear any related trades that result from the discussion. (Note that if no such discussions take place in advance of transactions, preclearance is not required).

The Compliance Department will review Discretionary Account trading for abuses and conflicts and reserves the right to cancel approval of a Discretionary Account and to subject all of the account's trades to preclearance and other requirements of this Code. Discretionary Accounts may not be used to undermine these procedures.

3.3 Reporting

Covered Persons are responsible for notifying the Compliance Department at the time any Covered Account is opened and immediately upon making or being notified of a change in ownership or account number. The notification should be submitted in writing to the Compliance Department and include the broker name, name of the account, the date the account was opened, account number (if new account) or, if the account number changed, the old number and the new number and the effective date of the change.

3.4 Copying the Compliance Department on Statements and Confirms

The Compliance Department receives automatic feeds of trade confirmations and account statements from Authorized Brokers. However, for accounts maintained away from Authorized Brokers, Covered Persons must arrange for the Compliance Department to receive directly from the executing broker-dealer, bank, or other third-party institution duplicate copies of trade confirmations for each transaction and periodic account statements for each Covered Account. Covered Persons are not required to provide duplicate confirms and statements for Mutual Fund Only Accounts.

If You Cannot Arrange for Duplicate Confirmations or Statements. You may wish to engage in a transaction for which no confirmation can be delivered to the Compliance Department (e.g., a transaction in a privately placed security or a transaction in individual stocks held in a 401(k) plan). These types of transactions require the prior written approval of the Compliance Department and will involve additional reporting requirements.

4. Trading Restrictions

Security means any interest or instrument commonly known as a security, whether in the nature of debt or equity, including any option, futures contract, shares of registered open-end investment companies (mutual funds) advised or subadvised by UBS Global AM, warrant, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or any participation in or right to subscribe to or purchase any such interest or instrument. For purposes of these trading restrictions and the reporting requirements described in Section 5, the term security does not include U.S. government bonds, bankers' acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements), or shares of registered open-end investment companies (mutual funds) for which UBS Global AM does not serve as investment adviser or subadviser. (See Appendix (A) for a list of funds advised or subadvised by UBS Global AM).


4.1 Preclearance Requirements

Covered Persons must obtain prior written approval before purchasing, selling or transferring any security, or exercising any option (except as noted below).

The Process. The preclearance process is done electronically through iTrade or in the event the system is down, involves the following three steps:

Complete the Form. Covered Persons must complete a Trade Request Form (See Appendix B) and submit it to the Compliance Department before making a purchase, sale or transfer of a security, or exercising an option.

Wait for Approval. The Compliance Department will review the form and, as soon as practicable, determine whether to authorize the transaction.

Execute Before the Approval Expires. A preclearance approval for a transaction is only effective on the day you receive approval (regardless of time).

If your trade is not fully executed by the end of the day, you must obtain a new preclearance approval before your order (or the unfilled portion of your order) can be executed. Accordingly, limit orders and "good `til cancelled" instructions must be withdrawn by the end of the day, unless a new approval is obtained.

Exceptions. Covered Persons do not need to preclear the following types of transactions. Please see the "Transaction Requirement Matrix" in Appendix H for a summary of the preclearance requirements.

Open-End Investment Company Shares (Mutual Funds), including funds offered within a 529 College Savings Plan. Purchases and sales of mutual funds do not require preclearance and are not subject to the reporting requirements of Section 5. However, certain holding period requirements apply to open-end registered investment companies advised or subadvised by UBS Global (see Section 4.3 herein).

Unit Investment Trusts (UITs). Purchases and sales of unit investment trusts do not require preclearance.

Exchange Traded Funds (ETFs). Purchases and sales of Exchange Traded Funds that are based on a broad-based securities index do not require preclearance. Transactions in all other ETFs, including industry or sector-based funds, must be precleared.

Certain Corporate Actions. Acquisitions 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 do not require preclearance.

Rights. 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 through the rights offering and not through the secondary market.

UBS Savings and Investment Plan and Third Party 401(k) Plans. Any transaction in these plans is generally exempt from the preclearance requirements, unless the plan permits a Covered Person to trade individual securities (e.g., shares of stock), in which case such transactions are subject to preclearance.


UBS AG Securities. Transactions by Covered Persons in UBS securities(8) generally are exempt from the preclearance requirements. Covered Persons who are deemed company insiders are not eligible for this exception and must preclear all purchases and sales of UBS securities. In addition, any Covered Person who possesses material non-public information regarding UBS AG is prohibited from engaging in transactions in UBS securities.

8 Note that Independent Directors of a mutual fund managed or advised by a UBS Global Advisor are prohibited from purchasing or otherwise acquiring or holding any security issued by UBS.


Futures and Options on Currencies, Commodities and Broad Based Indices. A Covered Person is not required to preclear futures and options on currencies or on a broad-based securities index.(9)

Transactions in Discretionary Accounts. Except under certain circumstances, a Covered Person is not required to preclear transactions in a Discretionary Account.

NOTE: All transactions, including those exempt from the preclearance requirement (other than mutual funds), are subject to the reporting requirements (See
Section 5).

4.2 Frequency

In order to ensure that Covered Persons are not distracted from servicing Advisory Clients, Covered Persons should not engage in more than 20 transactions per month. (Note: This does not include repetitive transactions such as rolling futures contracts.)

4.3 Holding Period

If a Covered Person is required to preclear a transaction in a security, he/she also must hold the security for 30 days.

As a result, Covered Persons may not:

o buy a security or Related Investment within 30 days after selling that security or Related Investment; or

o sell a security or Related Investment within 30 days after purchasing that security or Related Investment.

o Please refer to the Transaction Requirement Matrix in Appendix H.

Related Investments are investments whose value is based on or derived from the value of another security, including convertible securities and derivative securities such as options, futures and warrants.

Exceptions.

a. UITs and ETFs, although not subject to preclearance, must be held for at least 30 days.

b. Shares of registered open-end investment companies advised or sub-advised by UBS Global must be held for at least 30 days.

c. If a security has experienced a loss equal to at least 10% of the purchase price, the Covered Person may sell the security in less than 30 days, with prior approval from the Compliance Department.

d. If you receive restricted stock as part of your compensation, you are not required to hold it for 30 days after it vests.

9 The term "Broad-based Securities Index" is not easily defined. Generally, a Broad-based Securities Index covers a wide range of companies and industries. Only futures and options on a Broad-based Securities Index are exempt from the preclearance requirement. The Compliance Department will maintain a list of approved Broad-based Securities Indices and, if you are unsure as to whether a particular index qualifies under the Code, you should consult the Compliance Department.


4.4 Lockout Period

Investment Personnel(10) are prohibited from buying, selling or transferring any security if they know that the security, or Related Investment, was purchased or sold on behalf of an Advisory Client five days or less prior thereto or will be purchased or sold on behalf of an Advisory Client within five days therefrom. Personal trades in securities that are effected in close proximity to the addition or deletion of such security to or from a model will be closely scrutinized. Pre-clearance through i-trade should not be equated with pre-clearance of conflicts.

(i) Covered Persons are prohibited from executing a securities transaction on a day during which any client or fund has a pending or executed "buy" or "sell" in the same security.

(ii) Trade Reversals. Even if a personal transaction is pre-cleared, such personal transaction is subject to being reversed after-the-fact. Furthermore, as indicated below, the Compliance Department may require any violator to disgorge any profits or absorb any losses associated with the relevant security. In short, Covered Persons assume the risk (financial or otherwise) associated with any trade reversal.

(iii) Broad-based Securities Indices. A Covered Person's knowledge that a security will be purchased or sold by an account managed with a quantitative model that tracks the performance of a Broad-Based Securities Index, such as the S&P 500 or the Russell 1000, does not trigger the lockout period. Futures and options transactions on Broad-based Securities Indices or currencies also are exempt from the lockout period.

(iv) The Chief Compliance Officer may grant individual exceptions at his/her discretion.

4.5 Prohibited Transactions

UBS Global views the following transactions as especially likely to create conflicts with Advisory Client interests. Covered Persons are therefore prohibited from engaging in the following transactions:

a. Naked Short Sales. Covered Persons are prohibited from entering into a net short position with respect to any security that is held by an Advisory Client.

b. Futures. Purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures (exchange-traded or not) are prohibited. This prohibition does not apply to currency forwards (futures or otherwise).

c. Securities Issued by Suppliers & Vendors. Covered Persons who have information about or are directly involved in negotiating a contract with a supplier or vendor of UBS Global AM may not purchase securities issued by that supplier or vendor.


10 "Investment Personnel" include Covered Persons who are portfolio managers, research analysts, traders and any other person who, in connection with his or her regular functions or duties, makes or participates in making recommendations to clients regarding the purchase or sale of securities or has functions or duties relating to the making of recommendations regarding purchases and/or sales.

4.6 Initial Public Offerings

Covered Persons are prohibited from acquiring securities in an initial public offering (other than a new offering of a registered open-end investment company).

In the event that a Covered Person holds securities in a company that has announced that it will engage in an IPO, he or she must immediately notify the Compliance Department.

4.7 Investment in Partnerships and Other Private Placements

Covered Persons are permitted to acquire interests in general partnerships and limited partnerships, and to purchase privately placed securities, provided they obtain prior approval from the Compliance Department. Once approved, additional capital investments (other than capital calls related to the initial approved investment) require a new approval. Covered Persons requesting permission must complete the Private Placement Request Form (See Appendix D).

4.8 Options

a. Call Options

A Covered Person may purchase a call option on an individual security or ETF only if the call option has a period to expiration of at least 30 days from the date of purchase and the Covered Person either (1) holds the option for at least 30 days prior to sale or (2) holds the option and, if exercised, the underlying security, for a total period of 30 days. (Similarly, if you choose to exercise the option, you may count the period during which you held the call option toward the 30-day holding period for the underlying security or ETF.)

A Covered Person may sell ("write") a call option on an individual security or ETF only if he/she has held the underlying security (in the corresponding quantity) for at least 30 days (Covered Call).

b. Put Options

A Covered Person may purchase a put option on an individual security or ETF only if the put option has a period to expiration of at least 30 days from the date of purchase and the Covered Person holds the put option for at least 30 days. If a Covered Person purchases a put on a security he/she already owns (Put Hedge), he/she may include the time he/she held the underlying security towards the 30-day holding period for the put.

A Covered Person may not sell ("write") a put on an individual security or
ETF.

c. Options on Broad-Based Indices


Covered Persons may purchase or sell an option on a Broad-based Securities Index ("Index Option") only if the option has a period to expiration of at least 30 days from the date of purchase or sale. A Covered Person may buy or sell an Index Option with a period to expiration of less than 30 days from the date of purchase or sale to close out an open position only if he/she has held the position being closed out for at least 30 days or another exception under
Section 4.3 (Holding Period) applies.

Note: Covered Persons must obtain preclearance approval to exercise an option on an individual security or ETF as well as to purchase or sell such an option.

4.9 Futures

A Covered Person may purchase and sell exchange-traded futures and currency forwards.

Purchases and sales of futures contracts on an individual security are subject to the lockout period (See Section 4.4 above). Purchases and sales of all futures contracts are subject to the holding period requirement (See Section 4.3 above).

Note: Covered Persons must obtain preclearance approval to purchase or sell futures contracts on an individual security.

5. Reporting and Certification Requirements

5.1 Initial Holdings Report and Certification

Within 10 days after a Covered Person commences employment, he/she must certify that he/she has read and understands the Code, that he/she will comply with its requirements, and that he/she has disclosed or reported all personal investments and accounts required to be disclosed or reported. Interested Directors other than Covered Persons are also required to make this report within 10 days of becoming an Interested Director of a Fund.

Exceptions: Covered Persons are not required to report holdings in:

U.S. Registered Open-End Mutual Funds        U.S. Government Securities(11)


that  are  not  advised  or  sub-advised
by UBS Global (see  Appendix  A for a
list of funds advised or subadvised by

Money Market Instruments(12)               Accounts over which a Covered
                                           Person has no direct or indirect
                                           influence or control


However, Covered Persons are required to include in initial and annual holdings reports the name of any broker-dealer or bank with which the Covered Person has an account in which any securities are held for his/her direct or indirect benefit.

11 Covered Persons are required to report transactions in Fannie Maes and Freddie Macs.

12 Money Market Instruments including bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments,including repurchase agreements.


5.2 Quarterly Transactions Report for Covered Persons and Interested Directors

Within 30 days of the end of each calendar quarter, Covered Persons must file a report of all securities and U.S.-registered open-end mutual fund transactions for which UBS Global serves as adviser or subadviser on a Quarterly Transactions Report unless a duplicate confirmation or similar document was sent to the Compliance Department contemporaneously with the transaction. In addition, Covered Persons are required to report any account opened during the quarter in which securities were held during the quarter (this includes accounts that hold those securities described above in Section 5.1).

5.3 Quarterly Transactions Report for Independent Directors

Directors of the Funds who are not affiliated with a UBS Global Advisor ("Independent Directors") must file a Quarterly Transactions Report with the Compliance Department only if the Independent Director knew, or in the ordinary course of fulfilling his/her official duties as a director of a Fund should have known, that during the 15 days immediately preceding or following the date of a securities transaction in the Independent Director's Covered Accounts that:

o the security was purchased or sold by a Fund; or

o a purchase or sale of the security was considered for a Fund.

Independent Directors must file these reports within ten days of the end of the calendar quarter in which the trade occurred.

5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

Annually, Covered Persons, Interested Directors and Independent Directors must certify that they have read and understand the Code, that they have complied with its requirements during the preceding year, and that they have disclosed or reported all personal transactions/holdings required to be disclosed or reported.

6. Administration and Enforcement

6.1 Review of Personal Trading Information

All information regarding a Covered Person's personal investment transactions, including the reports required by Section 5, will be reviewed by the Compliance Department. All such information may also be available for inspection by the Boards of Directors of the Funds, the Chief Executive Officer and Legal Counsel of UBS Global, any party to which any investigation is referred by any of the foregoing, a Covered Person's supervisor (where necessary), the Securities and Exchange Commission, any self-regulatory organization of which UBS Global is a member, and any state securities commission.


6.2 Annual Reports to Mutual Fund Boards of Directors and UBS Global CEOs

The Compliance Department will review the Code at least annually in light of legal and business developments and experience in implementing the Code. The Compliance Department will prepare an annual report to the Boards of Directors of the Funds and the CEO of UBS Global that:

o describes issues that arose during the previous year under the Code, including, but not limited to, information about material Code violations and sanctions imposed in response to those material violations;

o recommends changes in existing restrictions or procedures based on the experience implementing the Code, evolving industry practices, or developments in applicable laws or regulations; and

o certifies to the Boards that procedures have been adopted that are designed to prevent Access Persons(13) from violating the Code.

6.3 Sanctions and Remedies

If the Compliance Department determines that a Covered Person or Fund Director has violated the Code, it may, in consultation with senior management, impose sanctions and take other actions deemed appropriate, including issuing a letter of education, suspending or limiting personal trading activities, imposing a fine, suspending or terminating employment, and/or informing regulators if the situation warrants.

13 "Access Person" is generally defined under Rule 17j-1 under the Investment Company Act to include any director or officer of a fund or its investment adviser, and any employee of a fund's investment adviser who, in connection with his or her regular functions or duties, participates in the selection of a fund's portfolio securities or who has access to information regarding a fund's future purchases or sales of portfolio securities.

As part of any sanction, the Compliance Department may require the violator to reverse the trade(s) in question and forfeit any profit or absorb any loss from the trade. Senior management will determine the appropriate disposition of any money forfeited pursuant to this section.


LIST OF FUNDS

The underlined names are the Trust names and the indented names are the fund names within each Trust.

UBS Index Trust
UBS S&P 500 Index Fund

UBS Investment Trust
UBS Tactical Allocation Fund

UBS Series Trust
Tactical Allocation Portfolio

The UBS Funds
UBS Dynamic Alpha Fund
UBS Emerging Markets Debt Fund
UBS Emerging Markets Equity Fund
UBS Global Allocation Fund
UBS Global Bond Fund
UBS Global Equity Fund
UBS High Yield Fund
UBS International Equity Fund
UBS Real Estate Equity Fund
UBS U.S. Allocation Fund
UBS U.S. Bond Fund
UBS U.S. Large Cap Equity Fund
UBS U.S. Large Cap Growth Fund
UBS U.S. Large Cap Value Equity Fund UBS U.S. Small Cap Equity Fund
UBS U.S. Mid-Cap Growth Equity Fund UBS U.S. Small Cap Growth Fund

UBS Relationship Funds
UBS Absolute Return Investment Grade Bond Relationship Fund UBS All Country World Ex US Equity Relationship Fund UBS Corporate Bond Relationship Fund UBS Defensive High Yield Relationship Fund UBS Emerging Markets Debt Relationship Fund UBS Emerging Markets Equity Completion Relationship Fund UBS Emerging Markets Equity Relationship Fund UBS Enhanced Yield Relationship Fund UBS Global Aggregate Bond Relationship Fund UBS Global Equity Relationship Fund UBS Global ex U.S. Smaller Cap Equity Completion Relationship Fund UBS Global Securities Relationship Fund UBS High Yield Relationship Fund
UBS International Equity Relationship Fund UBS Opportunistic Emerging Markets Debt Relationship Fund UBS Opportunistic High Yield Relationship Fund UBS Short Duration Relationship Fund UBS Short-Term Relationship Fund


UBS U.S. Bond Relationship Fund
UBS U.S. Cash Management Prime Relationship Fund UBS U.S. Core Plus Relationship Fund UBS U.S. Equity Alpha Relationship Fund (formerly, UBS U.S. Equity Long/Short Relationship Fund)
UBS U.S. Intermediate Cap Relationship Fund UBS U.S. Large Cap Growth Equity Relationship Fund UBS U.S. Large Cap Select Equity Relationship Fund UBS U.S. Large-Cap Equity Relationship Fund UBS U.S. Large-Cap Select Growth Equity Relationship Fund UBS U.S. Large-Cap Value Equity Relationship Fund UBS U.S. Securitized Mortgage Relationship Fund UBS U.S. Small-Cap Equity Relationship Fund UBS U.S. Smaller Cap Equity Completion Relationship Fund UBS U.S. Small-Mid Cap Core Equity Relationship Fund UBS U.S. Small-Mid Cap Growth Equity Relationship Fund UBS U.S. Treasury Inflation Protected Securities Relationship Fund

UBS PACE Select Advisors Trust
UBS PACE Alternative Strategies Investments UBS PACE Global Fixed Income Investments UBS PACE Government Securities Fixed Income Investments UBS PACE High Yield Investments
UBS PACE Intermediate Fixed Income Investments UBS PACE International Emerging Markets Equity Investments UBS PACE International Equity Investments UBS PACE Large Co Growth Equity Investments UBS PACE Large Co Value Equity Investments UBS PACE Municipal Fixed Income Investments UBS PACE Small/Medium Co Growth Equity Investments UBS PACE Small/Medium Co Value Equity Investments UBS PACE Strategic Fixed Income Investments

UBS Collective Funds
UBS All Country World (ex.-U.S.) Equity UBS Bond SurPlus Fund
UBS EME Fund
UBS Global (Ex US and Japan) Bond UBS Global (Ex-US) Bond
UBS Global (Ex-US) Equity
UBS Global (Ex-US) Equity (Stock Only) UBS Global Aggregate Bond
UBS Global Securities Portfolio
UBS High Yield Bond Fund
UBS Multi-Asset Portfolio
UBS Opportunistic High Yield
UBS Stable Value
UBS U.S. All-Cap Equity Fund
UBS U.S. Balanced Fund
UBS U.S. Bond Fund


UBS U.S. Cash Prime Fund
UBS U.S. Core Plus
UBS U.S. Large-Cap Equity Fund
UBS U.S. Real Estate Securities Equity Fund UBS U.S. Securitized Mortgage Fund UBS Small Cap Equity Fund
UBS U.S. Small Cap Equity Growth Fund UBS U.S. Value Equity Fund

SMA Relationship Trust
Series M
Series T

CLOSED-END FUNDS
Fort Dearborn Income Securities, Inc. (FTD) Global High Income Dollar Fund Inc. (GHI) Insured Municipal Income Fund Inc. (PIF) Investment Grade Municipal Income Fund Inc. (PPM) Managed High Yield Plus Fund Inc. (HYF)
Strategic Global Income Fund, Inc. (SGL)

FUNDS SUBADVISED BY UBS GLOBAL ASSET MANAGEMENT
Allmerica Core Equity Fund - Large Value AXP Partners Small Cap Growth Fund
BB&T International Equity Fund
Enterprise Growth & Income Portfolio (Enterprise Accumulation Trust) Enterprise Growth and Income Fund (Enterprise Group of Funds) Enterprise Strategic Allocation Fund (Enterprise Group of Funds) Fiduciary Trust Company Fixed Income Index Portfolio Fiduciary Trust Company GIC - Main Account Fiduciary Trust Company GIC - Aegon fka Transamerica Fiduciary Trust Company GIC International Core Fiduciary Trust Company S&P 500 Index
Guardian UBS Large Cap Value Fund
Guardian UBS Small Cap Value Fund
Guardian UBS VC Large Cap Value Fund
Guardian UBS VC Small Cap Value Fund
ING UBS U.S. Balanced Portfolio
ING UBS U.S. Large -Cap Equity Fund
JPMorgan Multi-Manager Small Cap Growth Fund Lincoln Variable Insurance Products Trust - Global Asset Allocation Fund Manulife Global Allocation Trust
MTB (formerly Vision) International Equity Fund Ohio National Small Cap Growth
Orbitex-Saratoga Health & Biotechnology Portfolio Principal Partners Small Cap Growth Fund II Principal Small Cap Growth Fund, Inc.
Principal Variable Contracts Fund, Inc.
Principal Partners LargeCap Value Fund I


TA IDEX Large Cap Value
UBS Private Portfolio Trust
CIBC Frontier
CIBC - Talvest
MacKenzie Financial Services
Bankco De Guatemala
Banco De La Republica
CABEI a (Central Am Bank for Econ. Integration) Fernhill
FLAR
Gulf International Bank
IFAD
Kingdom of Bahrain Pen Fd. Commission
Kuwait Investment Authority
Mexico
Mission of the Society of Jesus #4D
NY Province Society of Jesus
Public Institute of Social Security
Sedesa Premium
Strand Overseas
Gulbenkian


UBS GLOBAL ASSET MANAGEMENT
TRADE REQUEST FORM
(please complete a trade request for each transaction)

I hereby request permission to BUY SELL TRANSFER (check one) the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:

Account Number: Broker:

Name of Security: Ticker Symbol:

Number of shares, units or contracts or face amount of bonds:

I have read the current Code of Ethics and believe that the above transaction complies with its requirements.

To the best of my knowledge,

(i) no Avisory Client has purchased or sold the security listed above during the last five days;

d

(ii) the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and

(iii) the requested transaction will not result in a misuse of inside information or in any conflict of interest or impropriety with regard to any Advisory Client.

Additionally: (Please check any or all that apply)

This investment is being purchased or sold in a private placement (if so, please complete the "Private Placement Request Form").

The proposed purchase of the above listed security, together with my current holdings, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest you will have in the company's voting securities after the purchase. ___________

I SHALL DIRECT MY BROKER TO PROVIDE A COPY OF A CONFIRMATION OF THE REQUESTED TRANSACTION TO THE COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF THE TRANSACTION.

PERMISSION IS EFFECTIVE ONLY ON THE DAY YOU RECEIVE APPROVAL.

Employee Signature                Print Name            Date Submitted


COMPLIANCE ONLY

Reviewed by:     APPROVED  DENIED
 Date:

DATE:


TO: Compliance Department

FROM:

SUBJECT: OUTSIDE ACCOUNT REQUEST FORM


A Covered Person requesting an exception to maintain or establish an outside account must complete and submit this memorandum to the Compliance Department. Once reviewed by Compliance, the Covered Person will be notified of the terms (if any) of the approval or denial. Please be sure to attach any required documentation prior to submitting this form to the Compliance Department.

NOTE: Except for the limited exceptions noted in the UBS Global Asset Management Code of Ethics, all Covered Accounts must be maintained at an Authorized Broker
1. A Covered Account is defined as: any account in which a Covered Person has a beneficial interest, and any account in which a Covered Person has the power, directly or indirectly, to make investment decisions and/or where the Covered Person acts as custodian, trustee, executor or a similar capacity.

1. Name of Firm(s): ___________________________________________________________
2. Title(2) of Account(s): ____________________________________________________
3. Type of Account(s): ________________________________________________________
4. Account Number(s)(3) _______________________________________________________

5. Exceptions may only be granted in limited circumstances. Please check those that apply:

A Covered Person is employed by another NYSE/NASD/NFA member firm.

A previously acquired investment involves a unique securities product or service that cannot be held in an account with an Authorized Broker.

The funds are placed directly with an independent investment advisory firm under an arrangement whereby the Covered Person is completely removed from the investment decision-making process. (Please attach a copy of the investment management agreement and other documentation granting discretionary authority)

Other (please explain)

5. A copy of the account(s) statement(s) is attached to this memo. Yes No Account Not Open Yet (If the account exists but no statement is attached, please attach additional documentation that explains why)

6. Any other pertinent information that would be helpful in determining whether the request to maintain or establish an outside account should be approved:_______________________________________________________________________

EMPLOYEE COMPLIANCE

Name: _______________________________ Name: _____________________________


(Please Print) (Please Print)

Dept: __________________________________ Signature: __________________________

Signature: ______________________________ Date: _______________

Date: ____________________

1 See Appendix I in the Code of Ethics for the current list of Authorized Brokers.
2 Name as it appears on the account.


3 If this request is to maintain an existing account(s), please list the account number(s). If this request is to establish new account(s) for which you do not have the account number(s), please write "New Account."


UBS Global Asset Management Compliance Department One North Wacker Drive Chicago, IL 60601 (312) 525-7161

TO: Compliance Department

FROM:

DATE:

RE: PRIVATE PLACEMENT REQUEST FORM

As provided in section 4.7 of the UBS Global Asset Management Code of Ethics, if a Covered Person wants to participate in a private placement or a limited partnership, he/she must complete this form and obtain the required approvals prior to investing. A Covered Person may not participate in any partnership or private placement until he/she receives written permission from the Compliance Department. Oral discussions do not constitute approval under any circumstances.

INVESTMENT INFORMATION:

1. Name of proposed investment: ________________ Date of investment: __________

2. Nature of investment: _____________________________________________________

3. Amount to be invested: ___________ # of shares: _________ % ownership: _____

4. Describe terms of investment:

Equity or debt? __________ Open-ended or specific maturity date? ______

Further investment contemplated? ______________ Amount? ______________

5. Was this investment offered to you due to your affiliation with UBS Global?

6. Do you have a position as officer of the company or other duties in connection with the investment? ____________________________________________

7. Do you give investment advice to the company or any affiliate of the company? If so, please describe:



8. Are you informed or consulted about investments made by the company?

Describe: ______________________________________________________________________

9. How frequently will you receive statements/communications regarding the investment?


10. Is the company privately/publicly held? ____________________________________

11. If privately held, are you aware of any plan to bring the company public?

12. Have you informed the company that you are a "restricted person" in the event of an IPO of securities?

13. Describe any connection(s) between the investment and UBS Global: __________

14. To your knowledge, are there any UBS Global clients for whom this is an appropriate investment?

15. Describe any client connections to this investment:_________________________

16. Are you aware of any conflict between your duties at UBS Global and this investment?


Please attach any relevant reports/statements you can provide which describe this investment.

To the best of my knowledge, the information provided above is accurate. I will


notify the Compliance Department immediately of any material changes to the information provided above. Employee

Name:


(Please Print)

Signature:

Date:

COMPLIANCE DEPARTMENT APPROVAL:

Based upon the Covered Person's responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby approves the Covered Person's request to participate because the investment appears to present no conflict of interest with his/her duties to UBS Global Advisory Clients.

Based upon the Covered Person's responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby disapproves the Covered Person's request to purchase the private placement.

*Please provide any additional relevant information with respect to your approval of the request to purchase this private placement:

_______________________________________________________________________________.

Compliance Department

Name: __________________
(Please Print)

Signature: ________________

Date:


UBS GLOBAL ASSET MANAGEMENT
INVESTMENT CLUB PRE-APPROVAL FORM

Date: _____________________

Personal Information:

Name: _____________________________________________________
(please print)

Department: _____________________________________

Title: _________________________________

Investment Club Information:
(Please complete a separate form for each club)

Name of Investment Club: ______________________________________________________

Are you an officer of the club? If so, please state your position. ____________

Are you on an investment decision-making committee or are you involved in making security/investment transaction recommendations for the club independent of a committee? Please explain.


Certification:
understand that my activities with regard to the above investment club must comply with UBS Global Asset Management's Insider Trading Policies and the Code of Ethics. I will direct the investment club to send duplicate statements to the Compliance Department.


Memorandum

Date:

To: Employee

cc: XXXXX

From: Compliance Department

Re: Employee Discretionary Account Attestation

This memo outlines the agreed process for advisory accounts with ______________________. _______________________ has discretion over the investment management of your account(s) with them and has supplied a written summary of the current investment policy.

If you discuss specific strategies, industries or securities with them, you agree to pre-clear any related trades that result from your discussion. As long as no discussions are held between you and _______________________relating to specific investments in your account(s) in advance of a transaction, you will not be required to pre-clear your trades. You will, however, continue to be required to submit duplicate confirms and Quarterly Transactions Reports.

In addition, if the nature of your account(s) changes from discretionary to some other type, you will immediately advise the Compliance Department.

Please acknowledge this understanding by signing the bottom of this memo.

Compliance

UBS Global Employee's Acknowledgment

Agreed: __________________________ Date: _________________

Independent Investment Advisor's Acknowledgement

Agreed: __________________________ Date: _________________

Signature:___________________________________________Date:______________________


Appendix G

Consultants and Temporary Employees Reporting Requirements

Consultants and temporary employees who are employed for less than 30 days, but who have access to UBS Global's trading information are subject to the following sections of the Code:

Conflicts of Interest

Regardless of the period of employment, Consultants and temporary employees are subject to the same fiduciary standards as all other Covered Persons. Consequently, they must ensure that they do not put their interests ahead of Advisory Clients' and avoid making personal decisions based on any knowledge/information they acquire as a result of their employment with UBS Global. For further information, please refer to the Introduction to this Code of Ethics and/or contact the Compliance Department.

Section 2.1 Report Covered Accounts to Compliance

Consultants and temporary employees are required to disclose the name, account number, and firm at which he/she maintains a brokerage account at the time he/she is hired.

Section 3.4 Copy the Compliance Department on Trade Confirmations

Consultants and temporary employees are only required to provide duplicate trade confirmations for each transaction executed during the period of employment.

Section 4 Trading Restrictions

Consultants and temporary employees are required to preclear all trades and all transactions are subject to the holding periods, lockout period requirements and other restrictions outlined in this section.

Section 5 Reporting and Certification Requirements

Consultants and temporary employees who wish to trade options are required to submit a list of all personal investments holdings (Initial Holdings Report) at the time they are hired.


Appendix H

TRANSACTION REQUIREMENT MATRIX

The following chart contains many of the common investment instruments, though it is not all-inclusive. Please refer to the Code of Ethics for additional information.

PRECLEARANCE REPORTING/HOLDING
TRANSACTION REQUIRED? REQUIRED?

Mutual Funds
Mutual Funds (Open-End) not advised or No No Subadvised by UBS Global
Mutual Funds (Closed-End) Yes Yes
Mutual Funds advised or subadvised No Yes by UBS Global
Unit Investment Trusts No Yes
Variable & Fixed Annuities No No

Equities
UBS Stock No Yes
Common Stocks Yes Yes
ADRs Yes Yes
DRIPS No Yes
Stock Splits No Yes/N/A
Rights No Yes
Stock Dividend No Yes/N/A
Warrants (exercised) Yes Yes
Preferred Stock Yes Yes
IPOs Prohibited Prohibited Naked Shorts against a client position Prohibited Prohibited

Options (Stock)
UBS (stock options) No Yes
Common Stocks Yes Yes
Exchange Traded Funds Yes Yes

Fixed Income
US Treasury No No
CDs No No
Money Market No No
GNMA No No
Fannie Maes Yes Yes
Freddie Macs Yes Yes

Bonds
US Government No No
Corporate Yes Yes
Convertibles (converted) Yes Yes
Municipal Yes Yes

Private Placements Yes Yes


Limited Partnerships Yes Yes
Exchange-Traded Funds
Broad based ETFs(1) No Yes
Industry or Sector Specific ETFs Yes Yes All other Exchange Traded Funds Yes Yes

1 These are ETFs that are broadly diversified and based on a broad index.


LIST OF AUTHORIZED BROKERS

1. UBS Financial Services Inc.
2. Fidelity Investments
3. Charles Schwab & Company
4. TD Waterhouse Investor Services, Inc.


U.S. Trust logo

U.S. TRUST
INVESTMENT ADVISER
CODE OF ETHICS

Effective: March 31, 2006


TABLE OF CONTENTS
Page

I. INTRODUCTION..........................................................1

II. DEFINITIONS...........................................................2

III. RESTRICTIONS ON PERSONAL INVESTMENT ACTIVITIES........................6

A.       General Policy...............................................6
B.       Pre-Clearance of Personal Securities Transactions............6
C.       Prohibition against Acquiring Securities in an IPO...........6
D.       Restricted Periods for Trading in the Same Security as a
          Client......................................................6
E.       Restricted Periods Exception.................................7
F.       Restrictions on Short-Term Trading...........................7
G.       Market Timing................................................7
H.       Delivery of Duplicate Trade Confirmations and Investment
          Account Statements to U.S.
         Trust........................................................7
I.       Prohibition on Service as a Director.........................7
J.       Prohibition on Accepting or Giving Gifts.....................7

IV. TRANSACTIONS AND HOLDINGS NOT SUBJECT TO THIS CODE ...................7

V. REPORTING REQUIREMENTS AND PROCEDURES................................7

A. Reporting Requirements.......................................7
B. Pre-clearance Procedures.....................................8
C. Special Procedures for Private Placement Securities..........9

VI. OVERSIGHT OF CODE OF ETHICS...........................................9

VII. SANCTIONS............................................................10

VIII. CONFIDENTIALITY......................................................10

EXHIBIT A....................................................................A-1

EXHIBIT B....................................................................B-1

i

I. INTRODUCTION

Rule 17j-1 of the Investment Company Act of 1940 generally requires that every registered investment company, and each investment adviser to, and principal underwriter for, such investment company, adopt a written code of ethics containing provisions reasonably necessary to prevent its "Access Persons" (as defined below in section IIA) from engaging in any inappropriate personal investing.

The Insider Trading and Securities Fraud Enforcement Act of 1988 requires every investment adviser and registered broker-dealer to develop, implement and enforce policies and procedures to prevent the misuse of material nonpublic information. In addition, Rule 204-2 (a) (12) and (13) under the Investment Advisers Act of 1940, Federal Reserve Regulation H, OCC regulation at 12 CFR 12 and certain other banking regulations require investment advisers and banks, respectively, to maintain records relating to personal trading activity of certain persons for the same purpose.

This Code of Ethics is intended to satisfy the requirements of all such applicable laws.

Rule 17j-1(b) makes it unlawful for any affiliated person of, or principal underwriter for, an investment company; or any affiliated person of an investment adviser of an investment company, in connection with the purchase or sale, directly or indirectly, by such person of a security "held or to be acquired" (as defined below) by an investment company:

o To employ any device, scheme or artifice to defraud an investment company;

o To engage in any act, practice, or course of business which operates or would operate as a fraud order upon an investment company;

o To engage in any manipulative practice with respect to an investment company; and

o To make any untrue statement of a material fact to an investment company or omit to state a material fact. In addition, all employees owe the clients of U.S. Trust(1) a duty of undivided loyalty that bars them from engaging in any personal investment activity which may give rise to a potential or apparent conflict of interest between the employee or U.S. Trust and its clients. Thus, each Access Person must:

o Avoid conflicts of interest and the appearance of any conflict with client trades; and

o Conduct personal trades in a manner which does not interfere with client's or Fund's (as defined below) portfolio transactions or otherwise take unfair or inappropriate advantage of their relationship with clients.

Every Access Person must adhere to these principles, and comply with the specific provisions and procedures of this Code of Ethics. Structuring transactions to achieve mere technical compliance with the terms of the Code of Ethics and the related procedures will not shield any Access Person from liability for personal trading or other conduct that violates a duty to the Funds or other U.S. Trust clients.


(1) For this purpose, "U.S. Trust" or the "Firm" includes U.S. Trust Corporation and its subsidiaries and affiliates.

Because of the nature of the business of U.S. Trust, you may from time to time be exposed to material, non-public information and other non-public proprietary information. Federal securities laws prohibit your use of such information. Moreover, every Access Person is prohibited from purchasing or selling securities when in possession of material non-public information regarding the security. See the section on "Personal Investment Accounts and Inside Information" in the U. S. Trust Corporation Code of Business Conduct and Ethics for additional guidance.

This Code applies to every "Access Person." It is the policy of U.S. Trust that no "Access Person" will make, participate in, or engage in any act, practice or course of conduct that would violate this Code or any applicable Federal Securities Laws or which would, in any way, conflict with the interests of clients or Funds. All Access Persons must report any violations of this Code to the Corporate Compliance Division.

II. DEFINITIONS

A. "Access Person" means any director or officer of a Registered Investment Adviser (as defined below) or any advisory person of a Fund or U.S. Trust client. An "advisory person" includes:

Any employee of a Registered Investment Adviser or an employee of U.S. Trust who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by a Fund or a U.S. Trust client, or whose functions relate to the making of any recommendations with respect to the purchases or sales of securities, or whose functions or duties relate to the determination of which recommendation will be made to a Fund or U.S. Trust client; and

Any person (a) in a control relationship to a Fund or a Registered Investment Adviser, (b) any affiliated person of such controlling person, or (c) any affiliated person of such affiliated person who obtains information concerning recommendations made to a Fund or U.S. Trust client with regard to the purchase or sale of a security by a Fund or U.S. Trust client.

U.S. Trust employees who are deemed to be "Access Persons" as a result of job functions that support the Firm's investment adviser activities, must read and abide by the Investment Adviser Code of Ethics ("IACOE"). Your supervisor determines if you should be an Access Person and what Tier Level (1 or 2).

o Tier 1 "Access Persons" are any one of the following:
- a portfolio Manager responsible for managing a Fund;
- a research Analyst in the U.S. Trust Research Department;
- a U.S. Trust equity securities trader (both domestic and foreign);
- member of the U.S. Trust Management Committee;
- a U.S. Trust fixed income securities trader;
- a member of the Corporate Compliance Division;
- those other individuals who have been designated by their U.S. Trust Division Managers as individuals who are directly involved in management of the Firm's Funds.

2

o Tier 2 "Access Persons" are defined as any Access Person not designated Tier 1.

B. "Beneficial Interest" or "Beneficial Ownership" means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in securities. For example, securities owned or held by the following individuals and entities are generally considered to be beneficially owned or held by the Access Person, and therefore are subject to the requirements of this Code of Ethics:

1. a member of an Access Person's immediate family;

2. a person who lives in an Access Person's household and over whose purchases, sales, or other trading activities an Access Person directly or indirectly exercises influence;

3. a relative whose financial affairs an Access Person "controls", whether by contract, arrangement, understanding or by convention (such as a relative he or she traditionally advises with regard to investment choices, invests for or otherwise assists financially);

4. an investment account (as defined below) or trust account (other than one maintained at U.S. Trust in the Access Person's capacity as a U.S. Trust employee) over which an Access Person has investment control or discretion;

5. a trust or other arrangement that names an Access Person as a beneficiary; and

6. a non-public entity (partnership, corporation or otherwise) of which an Access Person is a director, officer, partner or employee, or in which he owns 10% or more of any class of voting securities, a "controlling" interest as generally defined by securities laws, or over which he exercises effective control.

C. The term "Code" refers to the U.S. Trust Investment Adviser Code of Ethics.

D. "Confidential Information" means any material, non-public information, and non-public proprietary information. Portfolio holdings of Funds are considered Confidential Information until publicly disclosed.

E. "Exempt Security" refers to securities exempt from pre-clearance requirements and includes:

1. Direct obligations of the United States Government and securities issued by United States Government agencies

3

2. Municipal securities with a principal value of $500,000 or less;

3. Investment grade corporate bonds with a principal value of $500,000 or less:

4. Shares issued by open-ended investment companies, commonly known as mutual funds, other than Reportable Funds or exchange-traded funds ("ETFs");

5. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

6. Securities purchased or sold in any account over which an Access Person has no direct or indirect influence or control (i.e., blind trust, discretionary account or trust managed by a third party); and

7. Securities acquired as part of an automatic dividend reinvestment plan (commonly referred to as "DRIPs").

F. "First Tier Restricted Period" refers to a Reportable Security traded by a U.S. Trust client or Fund and means that Tier 1 employees cannot execute an order in a personal account following a similar client order for the 7 days before and after that client's order is executed.

G. "Fund" means a registered or unregistered investment company or business development company client of U.S. Trust, including common and collective funds.

H. An Access Person's "immediate family" includes a spouse, minor children and adults living in the same household as the Access Person.

I. "Initial Public Offering ("IPO")" 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.

J. "Investment Account" means any account:

1. which contains Reportable Securities in which an Access Person holds a Beneficial Interest, regardless of whether the account is managed by an independent third party or self-directed; or

2. on which an Access Person or a member of his or her immediate family is named in the title of the account; or

3. for which an Access Person acts as Guardian, Trustee, Custodian, etc., (other than those maintained at U.S. Trust in the Access Person's capacity as a U.S. Trust employee); or

4. over which an Access Person exercises control, either directly (e.g., by Power of Attorney) or indirectly (e.g., as an adviser).

4

Note: A comprehensive list of all Access Persons will be compiled and maintained by the Corporate Compliance Division in consultation with those persons who supervise such employees.

K. "Investment Account Records" means any trade confirmations for any securities transactions and/or monthly brokerage statements.

L. "Private Placement Securities" means securities that are exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.

K. "Registered Investment Adviser" means any subsidiary (e.g. CTC Consulting, Inc.) or division of any subsidiary of U.S. Trust Corporation (e.g. U.S. Trust Asset Management Division) that is registered under the Investment Advisers Act of 1940.M.

N. "Reportable Fund" means (i) any fund for which U.S. Trust or an affiliate serves as an investment adviser as defined in Section 2(a)(20) of the Investment Company Act of 1940; or (ii) any fund whose investment adviser or principal underwriter controls U.S. Trust, is controlled by U.S. Trust, or is under common control with U.S. Trust. Current Reportable Funds include the SchwabFunds, the Laudus Funds and the Excelsior Funds.

O. "Reportable Security" means any note, stock, treasury stock, security future, 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, 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, except that it does not include direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements, shares issued by money market funds (including those affiliated with U.S. Trust), shares issued by open-end funds other than Reportable Funds or ETFs, and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

P. "Restricted Period" means the First Tier and Second Tier Restricted Periods.

Q. "Second Tier Restricted Period" refers to a Reportable Security traded by a U.S. Trust client or Fund and means that a Tier 2 employee cannot execute an order in a personal account on the same calendar day in which a client order is executed.

R. "Security" or "Securities" means any note, stock, treasury stock, security future, 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

5

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.

S. A security is "held or to be acquired" if within the most recent 15 days it
(1) is or has been held by a Fund, or (2) is being or has been considered by a Fund or U.S. Trust, as the Fund's investment adviser, for purchase by a Fund. A purchase or sale includes the writing of an 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.

III. RESTRICTIONS ON PERSONAL INVESTMENT ACTIVITIES

A. General Policy. No Access Person shall engage in any act, practice or course of business that would violate the provisions of Rule 17j-1(b) set forth above, or in connection with any personal investment activity, engage in conduct inconsistent with this Code.

B. Pre-Clearance of Personal Securities Transactions. No Access Person shall buy or sell securities other than Exempt Securities for his or her personal portfolio or the portfolio of a member of his or her immediate family without obtaining pre-clearance.

1. Duration of Pre-clearance Approval. Pre-clearance approval is effective for only two business days (the day on which approval is given and one additional business day).

2. Pre-clearance Does Not Protect Wrongdoing. Compliance with this Pre-clearance requirement is separate from and in addition to the Access Person's duty to refrain from trading during a Restricted Period or to obtain prior approval to purchase securities offered in a private placement and in an initial public offering. Even if an Access Person has pre-cleared a transaction in a security subject to this Code, each such Access Person acknowledges that the transaction may be subject to further review by the Corporate Compliance Division if the transaction is ultimately determined to have been made during a Restricted Period.

3. Options. When trading options, the Access Person must pre-clear the underlying security and the option before entering an option contract.

C. Prohibition against Acquiring Securities in an IPO. Access Persons are prohibited from acquiring any Beneficial Interest in any security offered in an IPO. However, exceptions may be allowed when (1) the investment relates to securities of the employer of a spouse offered to all employees at the spouse's level, or (2) for the demutualization of insurance companies, banks or savings and loans. Note: Regardless of whether an exception is allowed, all Access Persons must report and pre-clear all transactions in IPOs, and the Access Person would be required to provide appropriate documentation supporting the exception.

6

D. Restricted Periods for Trading in the Same Security as a Client. Except as provided in Section III E. below, Access Persons are prohibited from directly or indirectly trading in a Reportable Security on a day during which a U.S. Trust client or Fund has a pending "buy" or "sell" order in the same Reportable Security until such order is executed or withdrawn. In addition, each First Tier Access Person is prohibited from buying or selling a Reportable Security during the First Tier Restricted Period.

E. Restricted Periods Exception. (a) While directly or indirectly trading in a Reportable Security during a Restricted Period is generally not permitted, there may be some circumstances where the Corporate Compliance Division may determine that such an investment may be permitted. (b) The Restricted Periods only apply to transactions in Reportable Securities.

F. Restrictions on Short-Term Trading. (1) No Access Person shall be permitted to retain a profit made on any Reportable Security sold within sixty (60) calendar days of a transaction in which the Access Person obtained a Beneficial Interest in that same Reportable Security (or purchase to cover a short sale made within the previous sixty (60) calendar days).

G. Market Timing. No Access Person shall be permitted to engage in frequent purchases and sales or sales and purchases of the same Excelsior Fund or Schwab advised fund in accordance with U.S. Trust and Excelsior policies prohibiting market timing.

H. Delivery of Duplicate Trade Confirmations and Investment Account Statements to U.S. Trust. Every Access Person must disclose all Beneficial Interests in securities held in any existing Investment Account or otherwise to the Corporate Compliance Division. The Access Person shall be responsible for directing the appropriate broker(s) to supply the Corporate Compliance Division with duplicate copies of his or her Investment Account Records. If the Access Person's account is held at Schwab it is his or her responsibility to inform Schwab that he or she is an employee of U.S. Trust. Transactions reported will be reviewed and compared against the transactions of U.S. Trust's clients, and Funds. Each Access Person must promptly notify the Corporate Compliance Division when an Investment Account is opened, closed or moved. Note: It is the responsibility of each Access Person, as well as his or her supervisor to ensure that timely trading information is provided to the Corporate Compliance Division.

I . Prohibition on Service as a Director. For limitations on service as a director, see the U.S. Trust Corporation Code of Business Conduct and Ethics ("BC&E).

J. Prohibition on Accepting or Giving Gifts. For limitations on accepting or receiving gifts, see the U.S. Trust BC&E.

7

IV. TRANSACTIONS AND HOLDINGS NOT SUBJECT TO THIS CODE

The purchase and sale of any Security other than a Reportable Security is not subject to the pre-clearance or reporting requirements of this Code.

V. REPORTING REQUIREMENTS AND PROCEDURES

A. Reporting Requirements. In order to provide U.S. Trust with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed by its Access Persons:

1. Initial and Annual Holdings Report: Within ten (10) days after a person becomes an Access Person, and annually thereafter, such person shall submit to the Corporate Compliance Division a completed Initial/Annual Holdings Report in the form attached hereto as Exhibit A (or another form of written submission containing all required information and acceptable to the Corporate Compliance Division) that lists all securities other than Exempt Securities in which such Access Person has a Beneficial Interest. Each holdings report 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. The Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person became an Access Person and the Annual Holdings Report shall be submitted no later than January 31 and must be current as of a date no more than 45 days prior to the date the report is submitted.

2. Monthly/Quarterly Reporting Requirements: If the Access Person maintains Investment Accounts with institutions other than Charles Schwab & Co., U.S. Trust or UST Securities, they shall, within thirty (30) days of the end of each calendar month or quarter, depending on the frequency of the statement, submit a Securities Transaction Report to the Corporate Compliance Division in the form attached hereto as Exhibit B (or another form of written submission containing all required information and acceptable to the Corporate Compliance Division), showing all transactions in Securities in which the person has, or by reason of such transaction acquires, any Beneficial Interest, as well as all accounts established with brokers, dealers or banks during the period in which any securities were held for the Beneficial Interest of the Access Person. An Access Person need not make a transaction report under this paragraph if all of the information required by this paragraph 2 is contained in the Investment Account Statements provided to U.S. Trust. Additionally, each quarter, each Access Person shall certify,( in the format specified), to the Corporate Compliance Division, that he or she has submitted all records required to be submitted and is in compliance with the Code.

3. Accuracy of Information: U.S. Trust periodically may request an Access Person to affirm the accuracy of the information previously supplied pursuant to Rule 17j-1's periodic reporting requirements. In addition, each

8

Access Person must immediately notify the Corporate Compliance Division of any changes occurring after the submission of the required periodic reports, including the opening, closing or moving of an Investment Account. The Access Person should not wait until the filing of a Quarterly Certification to notify U.S. Trust of any changes.

B. Pre-clearance Procedures.

1. To receive pre-clearance for a securities transaction, the Access Person should forward a written request for pre-clearance to his or her supervisor or such person as your supervisor indicates you should submit the request to. Note: If the supervisor is not available, pre-clearance should be sought from the Corporate Compliance Division. Pre-clearance should generally be sought through i-Trade, the web-based personal trading software used by U.S. Trust, although pre-clearance requests may be submitted in other written format with the authorization of the Corporate Compliance Division.

2. If appropriate, the Access Person's supervisor will electronically approve the personal trade request. Supervisory approval denotes that to the best of the supervisor's knowledge, after making reasonable inquiry, the Access Person's proposed trade is not based upon Confidential Information relating to a proposed trade or pending trading activity by a client or Fund advised by U.S. Trust or otherwise in violation of Rule 17j-1 or other applicable law.

3. Upon supervisory approval, the request will be reviewed by the Corporate Compliance Division. Approval by the Corporate Compliance Division denotes that there is no significant, anticipated or pending trading activity in the issue for which the Access Person is requesting trading approval The Corporate Compliance Division will also confirm that the Access Person has current certifications on file and that the proposed trade does not appear to violate the Code.

4. Upon approval by the Corporate Compliance Division, a confirmation will be sent to the originating Access Person. The pre-clearance approval will be effective for only two business days (the day on which approval is given and one additional business day).

C. Special Procedures for Private Placement Securities.

Prior to acquiring a Beneficial Interest in Private Placement Securities, an Access Person must submit a written approval request and obtain written approval from:

1. His or her direct supervisor; and

2. The Director of Securities and Corporate Compliance or his designee; an Access Person must also disclose to the individuals referenced above, any Beneficial Ownership of private placement securities if that Access Person plays a material role in U.S. Trust's subsequent investment decision regarding the same issuer. Once this disclosure is made, an independent review of U.S. Trust's investment decision must be made by investment personnel with no personal interest in that particular issuer. This process will accommodate personal investments for Access Persons and provide scrutiny where there is a potential conflict of interest.

9

VI. OVERSIGHT OF CODE OF ETHICS

This Code is administered by the Director of Securities and Corporate Compliance. Investment Account Statements will be reviewed on an ongoing basis by the Corporate Compliance Division and compared to transactions entered into by U.S. Trust for its clients and Funds. Any transactions which are identified as being a potential violation of the Code will be reported promptly by the Corporate Compliance Division to the appropriate supervisor.

The Corporate Compliance Division will provide each Access Person with a copy of the Code and any amendments and each Access Person will acknowledge in writing that they have received and read the Code and any amendments.

Each supervisor shall consider all information available regarding a potential violation of this Code by his or her subordinate, including any information provided to the supervisor by the Corporate Compliance Division. Upon the supervisor's determination that a violation of this Code has occurred, the supervisor shall consult with the Corporate Compliance Division and the supervisor may impose such sanctions or remedial actions as he or she deems appropriate, within the sanctions guidelines provided by U.S. Trust, which has been approved by the U.S. Trust Risk Policy Committee.

Any determination which is made by a supervisor regarding a violation of this Code and any sanction or remedial action imposed by the supervisor is subject to review, possible amendment and reversal by the Director of Securities and Corporate Compliance in consultation with appropriate senior management.

VII. SANCTIONS

The specific sanctions which shall be imposed pursuant to this Code are described in U.S. Trust's sanctions guidelines, and include among other things disgorgement of any profits obtained as a result of a violation of this Code, suspension or termination of employment by U.S. Trust and the pursuit of civil or criminal penalties.

VIII. CONFIDENTIALITY

All Confidential Information collected pursuant to this Code will be treated confidentially except to the extent required to be disclosed by law.

10

EXHIBIT A

Initial/Annual Holdings Report

For the Year/Period Ended ______________________________
(month/day/year)

To: U.S. Trust

As of the calendar year/period referred to above, I have a direct or indirect beneficial ownership interest in the securities listed below which are required to be reported pursuant to the U.S. Trust's Code of Ethics:

                        Ticker Symbol or
Title and Type of       Cusip Number (As                            Principal
    Security               Applicable)       Number of Shares        Amount

The most recent investment account statement may be attached to this document.

The name of any broker, dealer or bank with whom I maintain an account in which my securities are held for my direct or indirect benefit are as follows:

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.

Signature: _______________________

Print Name: _______________________

Date: _______________________

A-1

EXHIBIT B

Securities Transaction Report

For the Period Ended _______________________

(month/day/year)

To: U.S. Trust

During the period referred to above, the following transactions were effect 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 of Ethics of U.S. Trust:

    Title of
   Security
  (Required),                                     Interest
Exchange Ticker                   Number of       Rate and                      Nature of                     Broker/Dealer
Symbol or CUSIP                   Shares or       Maturity                     Transaction                       or Bank
  Number (As        Date of       Principal       Date (if    Dollar Amount     (Purchase,                    Through Whom
  Applicable)     Transaction       Amount      applicable)   of Transaction   Sale, Other)       Price         Effected

The most recent investment account statement may be submitted in lieu of this document.

For each Access Person of U.S. Trust, provide the following information with respect to any account established by you during the period referred to above in which securities were held during the period for your direct or indirect benefit:

i. The name of the broker, dealer or bank with whom you established the account.

ii. The date the account was established.

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.

Signature: ____________________________

Print Name: ____________________________

Date: ____________________________

B-1

Wellington Management Company, llp Wellington Trust Company, na Wellington Management International Ltd Wellington International Management Company Pte Ltd Wellington Global Investment Management Ltd

Code of Ethics

----------------    ------------------------------------------------------------
Message from our    "The reputation of a thousand years may be determined by the
CEO                 conduct of one hour." Ancient Japanese Proverb

                    We have said it time and again in our  Goals,  Strategy  and
                    Culture statement,  "We exist for our clients and are driven
                    by their needs." Wellington Management's reputation is built
                    on this  principle.  We know that our reputation is our most
                    valuable  asset  as that  reputation  attracts  clients  and
                    promotes   their   trust  and   confidence   in  our  firm's
                    capabilities.  We entrust  our  clients'  interests  and the
                    firm's  reputation  every day to each Wellington  Management
                    employee  around  the world.  Each of us must take  constant
                    care that our actions  fully meet our duties as  fiduciaries
                    for our  clients.  Our clients'  interests  must always come
                    first; they cannot and will not be compromised.

                    We have learned through many  experiences,  that when we put
                    our  clients  first,  we are doing the right  thing.  If our
                    standards  slip,  or our  focus  wanes,  we risk the loss of
                    everything we have worked so hard to build together over the
                    years.

                    It is important that we all remember "client,  firm, person"
                    is our most fundamental guiding principle. This high ethical
                    standard is embodied in our Code of Ethics. The heart of the
                    Code of Ethics goes to our obligation to remain  vigilant in
                    protecting  the  interests of our clients  above our own. We
                    encourage you to become familiar with all facets of the Code
                    and trust that you will  embrace  and  comply  with both the
                    letter and the spirit of the Code.


Table of Contents   Standards of Conduct                                       4
                    Ethical Considerations Regarding Confidentiality           5
                    Ethical Considerations Regarding Open-end Mutual Fund
                     Transactions                                              5
                    Policy on Personal Securities Transactions                 6
                        Covered Accounts                                       6
                        Transactions Subject to Pre-clearance and Reporting    8
                        Requesting Pre-clearance                               8
                        Restrictions on Covered Transactions and Other
                         Restrictions                                          9
                            Blackout Periods                                   9
                            Short Term Trading                                10
                            Securities of Brokerage Firms                     11
                            Short Sales, Options and Margin Transactions      11
                            Derivatives                                       11
                            Initial Public Offerings ("IPOs")                 12
                            Private Placements                                12
                            ETFs and HOLDRs                                   12
                        Transactions Subject to Reporting Only                12
                        Transactions Exempt from Pre-clearance and Reporting  13
                    Exemptive Procedure for Personal Trading                  14
                    Reporting and Certification Requirements                  14
                        Initial Holdings Report                               15
                        Duplicate Brokerage Confirmations and Statements      15
                        Duplicate Annual Statements for Wellington Managed
                        Funds                                                 16
                        Quarterly Reporting of Transactions and Brokerage
                        Accounts                                              16
                        Annual Holdings Report                                17
                        Quarterly Certifications                              17
                        Annual Certifications                                 18
                        Review of Reports and Additional Requests             18
                    Gifts, Travel and Entertainment Opportunities and Sensitive
                     Payments                                                 18
                        General Principles                                    18
                        Accepting Gifts                                       19
                        Accepting Travel and Entertainment Opportunities and
                         Tickets                                              19

Solicitation of Gifts, Contributions, or Sponsorships 21 Giving Gifts (other than Entertainment Opportunities) 22

   Giving Entertainment Opportunities                    22
   Sensitive Payments                                    23
Other Activities                                         23
Violations of the Code of Ethics                         24

2

Table of Contents Appendix A - Approved Exchange Traded Funds Appendix B - Quick Reference Table for Personal Securities Transactions Appendix C - Quick Reference Table for Gifts and Entertainment

3

Standards of Conduct

Wellington Management Company, LLP and its affiliates ("Wellington Management") have a fiduciary duty to investment company and investment counseling clients that requires each Employee to act solely for the benefit of clients. As a firm and as individuals, our conduct (including our personal trading) must recognize that the firm's clients always come first and that we must avoid any abuse of our positions of trust and responsibility.

Each Employee is expected to adhere to the highest standard of professional and ethical conduct and should be sensitive to situations that may give rise to an actual conflict or the appearance of a conflict with our clients' interests, or have the potential to cause damage to the firm's reputation. To this end, each Employee must act with integrity, honesty, dignity and in a highly ethical manner. Each Employee is also required to comply with all applicable securities laws. Moreover, each Employee must exercise reasonable care and professional judgment to avoid engaging in actions that put the image of the firm or its reputation at risk. While it is not possible to anticipate all instances of potential conflict or unprofessional conduct, the standard is clear.

This Code of Ethics (the "Code") recognizes that our fiduciary obligation extends across all of our affiliates, satisfies our regulatory obligations and sets forth the policy regarding Employee conduct in those situations in which conflicts with our clients' interests are most likely to develop. All Employees are subject to this Code and adherence to the Code is a basic condition of employment. If an Employee has any doubt as to the appropriateness of any activity, believes that he or she has violated the Code, or becomes aware of a violation of the Code by another Employee, he or she should consult Tracy Soehle, our Global Compliance Manager, at 617.790.8149, Selwyn Notelovitz, our Chief Compliance Officer at 617.790.8524, Cynthia Clarke, our General Counsel at 617.790.7426, or Lorraine Keady, the Chair of the Ethics Committee at 617.951.5020.

The Code reflects the requirements of United States law, Rule 17j-1 of the Investment Company Act of 1940, as amended on August 31, 2004, and Rule 204A-1 under the Investment Advisers Act of 1940. The term "Employee" for purposes of this Code, includes all Partners and employees worldwide (including temporary personnel compensated directly by Wellington Management and other temporary personnel to the extent that their tenure with Wellington Management exceeds 90 days).

4

Ethical Considerations
Regarding Confidentiality

Confidentiality is a cornerstone of Wellington Management's fiduciary obligation to its clients as well as an important part of the firm's culture.

Use and Disclosure of Information Information acquired in connection with employment by the organization, including information regarding actual or contemplated investment decisions, portfolio composition, research, research recommendations, firm activities, or client interests, is confidential and may not be used in any way that might be contrary to, or in conflict with the interests of clients or the firm. Employees are reminded that certain clients have specifically required their relationship with our firm to be treated confidentially.

Specific reference is made to the firm's Portfolio Holdings Disclosure Policy and Procedures, accessible on the Wellington Management intranet, which addresses the appropriate and authorized disclosure of a client's portfolio holdings.

"Inside Information" Specific reference is made to the firm's Statement of Policy on the Receipt and Use of Material, Non-Public Information (i.e., "inside information"), accessible on the Wellington Management intranet, which applies to personal securities transactions as well as to client transactions.

Ethical Considerations
Regarding Open-End
Mutual Fund Transactions

Wellington Management requires that an Employee engaging in mutual fund investments ensure that all investments in open-end mutual funds comply with the funds' rules regarding purchases, redemptions, and exchanges.

Wellington Management has a fiduciary relationship with the mutual funds and variable insurance portfolios for which it serves as investment adviser or sub-adviser, including funds organized outside the US ("Wellington Managed Funds"). Accordingly, an Employee may not engage in any activity in Wellington Managed Funds that might be perceived as contrary to or in conflict with the interests of such funds or their shareholders.

The Code's personal trading reporting requirements extend to transactions and holdings in Wellington Managed Funds (excluding money market funds). A complete list of the Wellington Managed Funds is available to Employees via the Wellington Management intranet. Please refer to "Reporting and Certification Requirements" for further details. All Employees are required to clear their personal securities transactions (as defined below) prior to execution, report their transactions and holdings periodically, and refrain from transacting either in certain types of securities or during certain blackout periods as described in more detail in this section.

5

Policy on Personal
Securities Transactions

Employees should note that Wellington Management's policies and procedures with respect to personal securities transactions also apply to transactions by a spouse, domestic partner, child or other immediate family member residing in the same household as the Employee.

Covered Accounts

Definition of "Personal Securities Transactions" A personal securities transaction is a transaction in which an Employee has a beneficial interest.

Definition of "Beneficial Interest" An Employee is considered to have a beneficial interest in any transaction in which the Employee has the opportunity to directly or indirectly profit or share in the profit derived from the securities transacted. An Employee is presumed to have a beneficial interest in, and therefore an obligation to pre-clear and report, the following:

1
Securities owned by an Employee in his or her name.

2
Securities owned by an individual Employee indirectly through an account or investment vehicle for his or her benefit, such as an IRA, family trust or family partnership.

3
Securities owned in which the Employee has a joint ownership interest, such as property owned in a joint brokerage account.

4
Securities in which a member of the Employee's immediate family (e.g., spouse, domestic partner, minor children and other dependent relatives) has a direct, indirect or joint ownership interest if the immediate family member resides in the same household as the Employee.

6

5
Securities owned by trusts, private foundations or other charitable accounts for which the Employee has investment discretion (other than client accounts of the firm).

If an Employee believes that he or she does not have a beneficial interest in the securities listed above, the Employee should provide the Global Compliance Group (the "Compliance Group") with satisfactory documentation that the Employee has no beneficial interest in the security and exercises no control over investment decisions made regarding the security (see "Exceptions" below). Any question as to whether an Employee has a beneficial interest in a transaction, and therefore an obligation to pre-clear and report the transaction, should be directed to the Compliance Group.

Exceptions If an Employee has a beneficial interest in an account which the Employee feels should not be subject to the Code's pre-clearance and reporting requirements, the Employee should submit a written request for clarification or an exemption to the Global Compliance Manager. The request should name the account, describe the nature of the Employee's 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 considered on a case-by-case basis. An example of a situation where grounds for an exemption may be present is an account in which the Employee has no influence or control (e.g., the Employee has a professionally managed account over which the Employee has given up discretion.

In all transactions involving such an account an Employee should, however, conform to the spirit of the Code and avoid any activity which might appear to conflict with the interests of the firm's clients, or with the Employee's position within Wellington Management. In this regard, please refer to the "Ethical Considerations Regarding Confidentiality" section of this Code.

7

Transactions Subject to Pre-Clearance and Reporting "Covered Transactions"

All Employees must clear their personal securities transactions prior to execution, except as specifically exempted in subsequent sections of the Code. Clearance for personal securities transactions for publicly traded securities will be in effect for 24 hours from the time of approval. Transactions in the following securities are "Covered Transactions" and therefore must be pre-cleared and reported:

o bonds (including municipal bonds)
o stock (including shares of closed-end funds and funds organized outside the US that have a structure similar to that of closed-end funds)
o exchange-traded funds not listed on Appendix A
o notes
o convertibles
o preferreds o ADRs
o single stock futures
o limited partnership and limited liability company interests (for example, hedge funds not sponsored by Wellington Management or an affiliate)
o options on securities
o warrants, rights, etc., whether publicly traded or privately placed

See Appendix B for a summary of securities subject to pre-clearance and reporting, securities subject to reporting only, and securities exempt from pre-clearance and reporting.

Requesting Pre-Clearance

Pre-clearance for Covered Transactions must be obtained by submitting a request via the intranet-based Code of Ethics Compliance System ("COEC"). Approval must be obtained prior to placing the trade with a broker. An Employee is responsible for ensuring that the proposed transaction does not violate Wellington Management's policies or applicable securities laws and regulations by virtue of the Employee's responsibilities at Wellington Management or the information that he or she may possess about the securities or the issuer. The Compliance Group will maintain confidential records of all requests for approval. Covered Transactions offered through a participation in a private placement (including both securities and partnership interests) are subject to special clearance by the Chief Compliance Officer or the General Counsel or their designees, and the clearance will remain in effect for a reasonable period thereafter, not to exceed 90 days (See, "Private Placements").

8

An Employee wishing to seek an exemption from the pre-clearance requirement for a security or instrument not covered by an exception (see below) that has similar characteristics to an excepted security or transaction should submit a request in writing to the Global Compliance Manager.

Restrictions on Covered Transactions and Other Restrictions on Personal Trading

Covered Transactions are restricted and will be denied pre-clearance under the circumstances described below. Please note that the following restrictions on Covered Transactions apply equally to the Covered Transaction and to instruments related to the Covered Transaction. A related instrument is any security or instrument issued by the same entity as the issuer of the Covered Transaction, including options, rights, warrants, preferred stock, bonds and other obligations of that issuer or instruments otherwise convertible into securities of that issuer.

The restrictions and blackout periods prescribed below are designed to avoid conflict with our clients' interests. However, patterns of trading that meet the letter of the restrictions but are intended to circumvent the restrictions are also prohibited. It is expected that Employees will comply with the restrictions below in good faith and conduct their personal securities transactions in keeping with the intended purpose of this Code.

1
Blackout Periods
No Employee may engage in Covered Transactions involving securities or instruments which the Employee knows are actively contemplated for transactions on behalf of clients, even though no buy or sell orders have been placed. This restriction applies from the moment that an Employee has been informed in any fashion that any Portfolio Manager intends to purchase or sell a specific security or instrument. This is a particularly sensitive area and one in which each Employee must exercise caution to avoid actions which, to his or her knowledge, are in conflict or in competition with the interests of clients.

9

Employee Blackout Periods
An Employee will be denied pre-clearance for Covered Transactions that are:
o being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled;
o the subject of a new or changed action recommendation from a research analyst until 10 business days following the issuance of such recommendation;
o the subject of a re-issued but unchanged recommendation from a research analyst until 2 business days following re-issuance of the recommendation.

Portfolio Manager Additional Blackout Period In addition to the above, an Employee who is a Portfolio Manager may not engage in a personal transaction involving any security for 7 calendar days prior to, and 7 calendar days following, a transaction in the same security for a client account managed by that Portfolio Manager without a special exemption. See "Exemptive Procedures for Personal Trading" below.

Portfolio Managers include all designated portfolio managers and other investment professionals that have portfolio management responsibilities for client accounts or who have direct authority to make investment decisions to buy or sell securities, such as investment team members and analysts involved in Research Equity portfolios.

2
Short Term Trading
No Employee may take a "short term trading" profit with respect to a Covered Transaction, which means a sale, closing of a short position or expiration of an option at a gain within 60 calendar days of its purchase (beginning on trade date plus one), without a special exemption. See "Exemptive Procedures for Personal Trading" on page 14. The 60-day trading prohibition does not apply to transactions resulting in a loss.

An Employee engaging in mutual fund investments must ensure that all investments and transactions in open-end mutual funds, including funds organized outside the US, comply with the funds' rules regarding purchases, redemptions, and exchanges.

10

3
Securities of Brokerage Firms
An Employee engaged in Global Trading and an Employee with portfolio management responsibility for client accounts may not engage in personal transactions involving any equity or debt securities of any company whose primary business is that of a broker/dealer. A company is deemed to be in the primary business as a broker/dealer if it derives more than 15 percent of its gross revenues from broker/dealer related activities.

4
Short Sales, Options and Margin Transactions The Code strongly discourages short sales, options and margin transactions. Subject to pre-clearance, an Employee may engage in short sales, options and margin transactions, however, an Employee engaging in such transactions should recognize the danger of being "frozen" or subject to a forced close out because of the general restrictions that apply to personal transactions as noted above. These types of activities are risky not only because of the nature of the transactions, but also because action necessary to close out a position may become prohibited under the Code while the position remains open. For example, you may not be able to close out short sales and transactions in derivatives. In specific cases of hardship, an exception may be granted by the Chief Compliance Officer or the General Counsel with respect to an otherwise "frozen" transaction.

Particular attention should be paid to margin transactions. An Employee should understand that brokers of such transactions generally have the authority to automatically sell securities in the Employee's brokerage account to cover a margin call. Such sale transactions will be in violation of the Code unless they are pre-cleared. An Employee engaging in margin transactions should not expect that exceptions will be granted after the fact for these violations.

5
Derivatives
Transactions in derivative instruments shall be restricted in the same manner as the underlying security. An Employee engaging in derivative transactions should also recognize the danger of being "frozen" or subject to a forced close out because of the general restrictions that apply to personal transactions as described in more detail in paragraph 4 above.

11

6
Initial Public Offerings
("IPOs") No Employee may engage in personal transactions involving the direct purchase of any security (debt or equity) in an IPO (including initial offerings of closed-end funds). This restriction also includes new issues resulting from spin-offs, municipal securities, and thrift conversions, although in limited cases the purchase of such securities in an offering may be approved by the Chief Compliance Officer or the General Counsel upon determining that approval would not violate any policy reflected in this Code. This restriction does not apply to initial offerings of open-end mutual funds, US government issues or money market instruments.

7
Private Placements
An Employee may not purchase securities in a private placement transaction (including hedge funds that are not sponsored by Wellington Management or one of its affiliates) unless approval of the Chief Compliance Officer, the General Counsel or their respective designees has been obtained. This approval will be based upon a determination that the investment opportunity need not be reserved for clients, that the Employee is not being offered the investment opportunity due to his or her employment with Wellington Management, and other relevant factors on a case-by-case basis.

8
Exchange Traded Funds ("ETFs") and HOLDRs An Employee may not transact in HOLDRs. Transactions in exchange traded funds are permitted. However, transactions in exchange traded funds not listed on Appendix A are Covered Transactions that must be pre-cleared and reported. Transactions in exchange traded funds listed on Appendix A are not Covered Transactions and accordingly, are not subject to pre-clearance or reporting.


Transactions Subject to Reporting Only (no need to Pre-clear) Pre-clearance is not required, but reporting is required for transactions in:

1
Open-end mutual funds and variable insurance products that are managed by Wellington Management or any of its affiliates, including funds organized outside the US that have a structure similar to that of open-end mutual funds, if held outside of the Wellington Retirement and Pension Plan ("WRPP"). A list of Wellington Managed Funds is available via the Wellington Management intranet.

12

2
Non-volitional transactions to include:
o automatic dividend reinvestment and stock purchase plan acquisitions;
o transactions that result from a corporate action applicable to all similar security holders (such as splits, tender offers, mergers, stock dividends, etc.).

3
Gift transactions to include:
o gifts of securities to an Employee if the Employee has no control of the timing;
o gifts of securities from an Employee to an individual so long as the recipient of the gift confirms in writing that the recipient has no present intention to sell the securities received from the Employee;
o gifts of securities from an Employee to a not-for-profit organization. For this purpose, a not-for-profit organization includes only those trusts and other entities exclusively for the benefit of one or more not-for-profit organizations and does not include so-called split interest trusts (no writing is required);
o gifts of securities from an Employee to other trusts or investment vehicles, including charitable lead trusts, charitable remainder trusts, family partnerships and family trusts, so long as the recipient of the gift confirms in writing that the recipient has no present intention to sell the securities received from the Employee.

Even if the gift of a security from an Employee does not require pre-clearance under these rules, a subsequent sale of the security by the recipient of the gift must be pre-cleared and reported IF the Employee is deemed to have a beneficial interest in the security (for example, if the Employee has investment discretion over the recipient or the recipient is a family member living in the same house as the Employee).


Transactions Exempt from Pre-Clearance and Reporting Pre-clearance and reporting is not required for transactions in:

o US government securities
o Exchange Traded Funds listed in Appendix A
o money market instruments

13

o Collective Investment Funds sponsored by Wellington Trust Company, na
("trust company pools")
o hedge funds sponsored by Wellington Management or any of its affiliates
o broad-based stock index and US government securities futures and options on such futures
o commodities futures
o currency futures
o open-end mutual funds and variable insurance products, including funds organized outside the US with a structure similar to that of an open-end mutual fund, that are not managed by Wellington Management or any of its affiliates

Exemptive Procedure
For Personal Trading

In cases of hardship, the Chief Compliance Officer, Global Compliance Manager, the General Counsel, or their respective designees can grant exemptions from the personal trading restrictions in this Code. The decision will be based on a determination that a hardship exists and the transaction for which an exemption is requested would not result in a conflict with our clients' interests or violate any other policy embodied in this Code. Other factors that may be considered include: the size and holding period of the Employee's position in the security, the market capitalization of the issuer, the liquidity of the security, the amount and timing of client trading in the same or a related security, and other relevant factors.

Any Employee seeking an exemption should submit a written request to the Chief Compliance Officer, Global Compliance Manager or the General Counsel, setting forth the nature of the hardship along with any pertinent facts and reasons why the employee believes that the exemption should be granted. Employees are cautioned that exemptions are intended to be exceptions, and repetitive requests for exemptions by an Employee are not likely to be granted.

Records of the approval of exemptions and the reasons for granting exemptions will be maintained by the Compliance Group.

Reporting and
Certification
Requirements

Records of personal securities transactions by Employees and their immediate family members will be maintained. All Employees are subject to the following reporting and certification requirements:

14

1
Initial Holdings Report
New Employees are required to file an Initial Holdings Report and a Disciplinary Action Disclosure form within ten (10) calendar days of joining the firm. New Employees must disclose all of their security holdings in Covered Transactions including private placement securities, and Wellington Managed Funds, at this time. New Employees are also required to disclose all of their brokerage accounts or other accounts holding Wellington Managed Funds (including IRA Accounts, 529 Plans, custodial accounts and 401K Plans outside of WRPP) at that time, even if the only securities held in such accounts are mutual funds. Personal trading is prohibited until these reports are filed. The forms can be filed via the COEC that is accessible on the Wellington Management intranet.

Please note that you do not need to report mutual funds or trust company pools held within the WRPP (this information will be obtained from the WRPP administrator); and you need not report Wellington Managed Funds that are money market funds.

2
Duplicate Brokerage Confirmations and Statements for Covered Transactions Employees may place securities transactions with the broker of their choosing. All Employees must require their securities brokers to send duplicate confirmations of their Covered Transactions and quarterly account statements to the Compliance Group. Brokerage firms are accustomed to providing this service.

To arrange for the delivery of duplicate confirmations and quarterly statements, each Employee must complete a Duplicate Confirmation Request Form for each brokerage account that is used for personal securities transactions of the Employee and each account in which the Employee has a beneficial interest and return the form to the Compliance Group. The form can be obtained from the Compliance Group. The form must be completed and returned to the Compliance Group prior to any transactions being placed with the broker. The Compliance Group will process the request with the broker in order to assure delivery of the confirmations and quarterly statements directly to the Compliance Group and to preserve the confidentiality of this information. When possible, the duplicate confirmation requirement will be satisfied by electronic means. Employees should not send the completed forms to their brokers directly.

15

If under local market practice, brokers are not willing to deliver duplicate confirmations and/or quarterly statements to the Compliance Group, it is the Employee's responsibility to provide promptly the Compliance Group with a duplicate confirmation (either a photocopy or facsimile) for each trade and quarterly statement.

3
Duplicate Annual Statements for Wellington Managed Funds.
Employees must provide duplicate Annual Statements to the Compliance Group with respect to their holdings in Wellington Managed Funds.

4
Quarterly Reporting of Transactions and Brokerage Accounts SEC rules require that a quarterly record of all personal securities transactions be submitted by each person subject to the Code's requirements within 30 calendar days after the end of each calendar quarter and that this record be available for inspection. To comply with these SEC rules, every Employee must file a quarterly personal securities transaction report electronically utilizing the COEC accessible to all Employees via the Wellington Management intranet by this deadline.

At the end of each calendar quarter, Employees will be reminded of the SEC filing requirement. An Employee that fails to file within the SEC's 30 calendar day deadline will, at a minimum, be prohibited from engaging in personal trading until the required filings are made and may give rise to other sanctions.

Transactions during the quarter as periodically entered via the COEC by the Employee are displayed on the Employee's reporting screen and must be affirmed if they are accurate. Holdings not acquired through a broker and certain holdings that were not subject to pre-clearance (as described below) must also be entered by the Employee.

All Employees are required to submit a quarterly report, even if there were no reportable transactions during the quarter. The quarterly report must include transaction information regarding:

16

o all Covered Transactions (as defined on page 8);
o all Wellington Managed Funds (as defined on page 5);
o any new brokerage account established during the quarter including the name of the broker, dealer or bank and the date the account was established;
o non-volitional transactions (as described on page 13); and
o gift transactions (as described on page 13).

Transactions in Wellington Managed Funds and non-volitional transactions must be reported even though pre-clearance is not required. For non-volitional transactions, the nature of the transaction must be clearly specified in the report. Non-volitional transactions include automatic dividend reinvestment and stock purchase plan acquisitions, gifts of securities to and from the Employee, and transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, stock dividends).

5
Annual Holdings Report
SEC Rules also require that each Employee file, on an annual basis, a schedule indicating their personal securities holdings as of December 31 of each year by the following February 14th. SEC Rules require that this report include the title, number of shares and principal amount of each security held in an Employee's personal account and the accounts for which the Employee has a beneficial interest, and the name of any broker, dealer or bank with whom the Employee maintains an account. "Securities" for purposes of this report are Covered Transactions, Wellington Managed Funds and those that must be reported as indicated in the prior section.

Employees are also required to disclose all of their brokerage accounts at this time, even if the only securities held in such accounts are mutual funds.

6
Quarterly Certifications
As part of the quarterly reporting process on the COEC, Employees are required to confirm their compliance with the provisions of this Code of Ethics. In addition, each Employee is also required to identify any issuer for which the Employee owns more than 0.5% of the outstanding securities.

17

7
Annual Certifications
As part of the annual reporting process on the COEC, each Employee is required to certify that:
o The Employee has read the Code and understands its terms and requirements;
o The Employee has complied with the Code during the course of his or her association with the firm;
o The Employee has disclosed and reported all personal securities transactions and brokerage accounts required to be disclosed or reported;
o The Employee will continue to comply with the Code in the future;
o The Employee will promptly report to the Compliance Group, the General Counsel, or the Chair of the Ethics Committee any violation or possible violation of the Code of which the Employee becomes aware; and
o The Employee understands that a violation of the Code may be grounds for disciplinary action or termination and may also be a violation of federal and/or state securities laws.

8
Review of Reports and Additional Requests All reports filed in accordance with this section will be maintained and kept confidential by the Compliance Group. Such reports will be reviewed by the Chief Compliance Officer or his/her designee. The firm may request other reports and certifications from Employees as may be deemed necessary to comply with applicable regulations and industry best practices.

Gifts, Travel and
Entertainment

Opportunities, and
Sensitive Payments

Occasionally, an Employee 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.

1
General Principles Applicable to Gifts, Travel and Entertainment Opportunities, and Sensitive Payments
o An Employee 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.

18

o An Employee 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.
o With regard to gifts and entertainment opportunities covered and permitted under the Code, under no circumstances is it acceptable for an Employee to resell a gift or ticket to an entertainment event.

2
Accepting Gifts
The only gift (other than entertainment tickets) that may be accepted by an Employee 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 and other logo bearing items). Under no circumstances may an Employee 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.

Acceptance of a gift that is directed to Wellington Management as a firm should be cleared with the Employee's Business Manager. Such a gift, if approved, will be accepted on behalf of, and treated as the property of, the firm.

If an Employee receives a gift that is prohibited under the Code, it must be declined or returned in order to protect the reputation and integrity of Wellington Management. Any question as to the appropriateness of any gift should be directed to the Chief Compliance Officer, the General Counsel or the Chair of the Ethics Committee.

3
Accepting Travel and Entertainment Opportunities and Tickets Wellington 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 Employee in such entertainment opportunities for legitimate business purposes is permitted provided that:

19

o a representative from the hosting organization attends the event with the Employee;
o the primary purpose of the event is to discuss business or build a business relationship;
o the Employee demonstrates high standards of personal behavior;
o participation complies with the following requirements for entertainment tickets, lodging, car and limousine services, and air travel.

Entertainment Tickets
An Employee occasionally may accept one ticket to an entertainment event only if the host will attend the event with the Employee and the face value of the ticket or entrance fee is $200 or less, not including the value of food that may be provided to the Employee before, during, or after the event. An Employee is required to obtain prior approval from his or her Business Manager before accepting any other entertainment opportunity.

An Employee is strongly discouraged from participating in the following situations and may not participate unless prior approval from his/her Business Manager is obtained:
o the entertainment ticket has a face value above $200; if approved by a Business Manager, the Employee is required to reimburse the host for the full face value of the ticket;
o the Employee wants to accept more than one ticket; if approved by a Business Manager, the Employee is required to reimburse the host for the aggregate face value of the tickets regardless of each ticket's face value;
o the entertainment event is unusual or high profile (e.g., a major sporting event); if approved by a Business Manager, the Employee is required to reimburse the host for the full face value of the ticket regardless of what the face value might be;
o the host has extended an invitation to the entertainment event to numerous Employees.

Business Managers must clear their own participation in the above situations with the Chief Compliance Officer or Chair of the Ethics Committee.

Each Employee must familiarize himself/herself with, and adhere to, any additional policies and procedures regarding entertainment opportunities and tickets that may be enforced by his/her Business Manager.

20

Lodging
An Employee is not permitted to accept a gift of lodging in connection with any entertainment opportunity. Rather, an Employee must pay for his/her own lodging expense in connection with any entertainment opportunity. If an Employee participates in an entertainment opportunity for which lodging is arranged and paid for by the host, the Employee must reimburse the host for the equivalent cost of the lodging, as determined by Wellington Management's Travel Manager. It is the Employee'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 Employee's business travel will be paid for by Wellington.

Car and Limousine Services
An Employee 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 Employee is discouraged from accepting limousine and car services paid for by a host when the host is not present.

Air Travel
An Employee is not permitted to accept a gift of air travel in connection with any entertainment opportunity. Rather, an Employee must pay for his/her own air travel expense in connection with any entertainment opportunity. If an Employee participates in an entertainment opportunity for which air travel is arranged and paid for by the host, the Employee must reimburse the host for the equivalent cost of the air travel, as determined by Wellington Management's Travel Manager. It is the Employee's responsibility to ensure that the host accepts the reimbursement and 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 Employee's business travel will be paid for by Wellington Management.

4
Solicitation of Gifts, Contributions, or Sponsorships An Employee 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 Employee is prohibited from making such requests through Wellington Management's Trading Department or any other Wellington Management Department or employee (this prohibition does not extend to personal gifts or offers of Employee owned tickets between Employees).

21

5
Giving Gifts (other than Entertainment Opportunities) In appropriate circumstances, it may be acceptable for the firm or its Employees to extend gifts to clients or others who do business with Wellington 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 Employee's Business Manager.

An Employee 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 Wellington Management does business.

6
Giving Entertainment Opportunities
An Employee is not permitted to source tickets to entertainment events from Wellington Management's Trading Department or any other Wellington Management Department or employee, brokers, vendors, or other organizations with whom the firm transacts business (this prohibition does not extend to personal gifts or offers of Employee owned tickets between Employees). Similarly, an Employee is prohibited from sourcing tickets on behalf of clients or prospects from ticket vendors.

Client events and entertainment organized, hosted and attended by one or more Wellington Management Employees are not subject to this prohibition and are outside the scope of this Code.

22

7
Sensitive Payments
An Employee may not participate on behalf of the firm, a subsidiary, or any client, directly or indirectly, in any of the following transactions:
o Use of the firm's name or funds to support political candidates or issues, or elected or appointed government officials;
o Payment or receipt of bribes, kickbacks, or payment or receipt of any money in violation of any law applicable to the transaction;
o 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 Employee 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 Wellington Management's name with such contributions or payments (except as may be required under applicable law). Employees should be mindful of these general principals when making donations to charities sponsored by clients.

8
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, Global Compliance Manager, the General Counsel, or the Chair of the Ethics Committee.

Other Activities

Outside Activities
All outside business affiliations (e.g., directorships, officerships or trusteeships) of any kind or membership in investment organizations (e.g., an investment club) must be approved by an Employee's Business Manager and cleared by the Chief Compliance Officer, the General Counsel or the Chair of the Ethics Committee prior to the acceptance of such a position to ensure that such affiliations do not present a conflict with our clients' interests. New Employees are required to disclose all outside business affiliations to their Business Manager upon joining the firm. As a general matter, directorships in public companies or companies that may reasonably be expected to become public companies will not be authorized because of the potential for conflicts that may impede our freedom to act in the best interests of clients. Service with charitable organizations generally will be authorized, subject to considerations related to time required during working hours, use of proprietary information and disclosure of potential conflicts of interest. Employees who engage in outside business and charitable activities are not acting in their capacity as employees of Wellington Management and may not use Wellington Management's name.

23

Outside Employment
Employees who are officers of the firm may not seek additional employment outside of Wellington Management without the prior written approval of the Human Resources Department. All new Employees are required to disclose any outside employment to the Human Resources Department upon joining the firm.

Violations of the
Code of Ethics

Compliance with the Code is expected and violations of its provisions are taken seriously. Employees must recognize that the Code is a condition of employment with the firm and a serious violation of the Code or related policies may result in dismissal. Since many provisions of the Code also reflect provisions of the US securities laws, Employees should be aware that violations could also lead to regulatory enforcement action resulting in suspension or expulsion from the securities business, fines and penalties, and imprisonment.

The Compliance Group is responsible for monitoring compliance with the Code. Violations or potential violations of the Code will be considered by some combination of the Chief Compliance Officer, the General Counsel, the Chair of the Ethics Committee and the Vice Chair of the Ethics Committee, who will jointly decide if the violation or potential violation should be discussed with the Ethics Committee, the Employee's Business Manager, and/or the firm's senior management. Further, a violation or potential violation of the Code by an Associate or Partner of the firm will be discussed with the Managing Partners. Sanctions for a violation of the Code may be determined by the Ethics Committee, the Employee's Business Manager, senior management, or the Managing Partners depending on the Employee's position at the firm and the nature of the violation.

Transactions that violate the Code's personal trading restrictions will presumptively be subject to being reversed and any profit realized from the position disgorged, unless the Employee establishes to the satisfaction of the Ethics Committee that under the particular circumstances disgorgement would be an unreasonable remedy for the violation. If disgorgement is required, the proceeds shall be paid to any client disadvantaged by the transaction, or to a charitable organization, as determined by the Ethics Committee.

24

Violations of the Code's reporting and certification requirements will result in a suspension of personal trading privileges and may give rise to other sanctions.

Further Information

Questions regarding interpretation of this Code or questions related to specific situations should be directed to the Chief Compliance Officer, the General Counsel or the Chair of the Ethics Committee.

Revised: January 1, 2005

25

Appendix A

Approved Exchange Traded Funds

(ETFs Approved for Personal Trading Without Pre-Clearance and Reporting

Requirements)

SYMBOL                NAME


RSP                   Rydex S&P Equal Weighted Index
DGT                   streetTRACKS Dow Jones US Global Titan
DSG                   streetTRACKS Dow Jones US Small Cap Growth
DSV                   streetTRACKS Dow Jones US Small Cap Value
ELG                   streetTRACKS Dow Jones US Large Cap Growth
ELV                   streetTRACKS Dow Jones US Large Cap Value
FFF                   streetTRACKS FORTUNE 500 Index
GLD                   streetTRACKS Gold Shares
LQD                   iShares Goldman Sachs $ InvesTop Corporate Bond
SHY                   iShares Lehman 1-3 Year Treasury
IEF                   iShares Lehman 7-10 Year Treasury
TLT                   iShares Lehman 20+ Year Treasury
TIP                   iShares Lehman TIPs
AGG                   iShares Lehman Aggregate
EFA                   iShares MSCI EAFE
EEM                   iShares MSCI Emerging Markets
NY                    iShares NYSE 100
NYC                   iShares NYSE Composite
IJH                   iShares S&P MidCap 400 Index Fund
IJJ                   iShares S&P Midcap 400/BARRA Value
IJK                   iShares S&P Midcap 400/BARRA Growth
IJR                   iShares S&P SmallCap 600 Index Fund
IJS                   iShares S&P SmallCap 600/BARRA Value
IJT                   iShares S&P SmallCap 600/BARRA Growth
IOO                   iShares S&P Global 100
OEF                   iShares S&P 100 Index Fund
ISI                   iShares S&P 1500
IVE                   iShares S&P 500/BARRA Value Index Fund
IVV                   iShares S&P 500 Index Fund
IVW                   iShares S&P 500/BARRA Growth Index Fund
IWB                   iShares Russell 1000 Index Fund
IWD                   iShares Russell 1000 Value Index Fund
IWF                   iShares Russell 1000 Growth Index Fund
IWM                   iShares Russell 2000
IWN                   iShares Russell 2000 Value
IWO                   iShares Russell 2000 Growth
IWP                   iShares Russell Midcap Growth
IWR                   iShares Russell Midcap
IWS                   iShares Russell Midcap Value
IWV                   iShares Russell 3000 Index Fund
IWW                   iShares Russell 3000 Value
IWZ                   iShares Russell 3000 Growth
IYY                   iShares Dow Jones U.S. Total Market Index Fund
JKD                   iShares Morningstar Large Core

                                                                      Appendix A

Approved Exchange Traded Funds

(ETFs Approved for Personal Trading Without Pre-Clearance and Reporting

Requirements)

SYMBOL                NAME
JKE                   iShares Morningstar Large Growth
JKF                   iShares Morningstar Large Value
JKG                   iShares Morningstar Mid Core
JKH                   iShares Morningstar Mid Growth
JKI                   iShares Morningstar Mid Value
JKJ                   iShares Morningstar Small Core
JKK                   iShares Morningstar Small Growth
JKL                   iShares Morningstar Small Value
VB                    Vanguard Small Cap VIPERs
VBK                   Vanguard Small Cap Growth VIPERs
VBR                   Vanguard Small Cap Value VIPERs
VO                    Vanguard MidCap VIPERs
VTI                   Vanguard Total Stock Market VIPERs
VTV                   Vanguard Value VIPERs
VUG                   Vanguard Growth VIPERs
VXF                   Vanguard Extended Market VIPERs
VV                    Vanguard Large Cap VIPERs

This appendix may be amended at the discretion of the Ethics Committee.

Dated January 1, 2006


Personal Securities Transactions Appendix B


You Must Pre-Clear and Report the Following Transactions:

Bonds (Including Government Agency Bonds, but excluding Direct Obligations of the U.S. Government)
Municipal Bonds
Stock
Closed-end Funds
Exchange Traded Funds not listed in Appendix A* Notes
Convertible Securities
Preferred Securities
ADRs
Single Stock Futures
Limited Partnership Interests (including hedge funds not managed by WMC) Limited Liability Company Interests (including hedge funds not managed by WMC) Options on Securities
Warrants
Rights

You Must Report (but Not Pre-clear) the Following Transactions:
Automatic Dividend Reinvestment
Stock Purchase Plan Acquisitions
Corporate Actions (splits, tender offers, mergers, stock dividends, etc.) Open-end Mutual Funds (other than money market funds) and variable insurance products advised or
sub-advised by WMC, including offshore funds ("Wellington Managed Funds") Transactions in the following ETFs: DIA, QQQQ, SPY, MDY* 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
You Do Not Need to Pre-clear or Report the Following Transactions:
Open-end Mutual Funds not managed by WMC Offshore Funds not managed by WMC
Variable Insurance Products not managed by WMC ETFs listed on Appendix A
Direct Obligations of the U.S. Government (including obligations issued by GNMA
& PEFCO)
Money Market Instruments
Wellington Trust Company Pools
Wellington Sponsored Hedge Funds
Broad based Stock Index Futures and Options Securities Futures and Options on Direct Obligations of the U.S. Government Commodities Futures
Foreign Currency Transactions

* Effective January 1, 2006 DIA, QQQQ, SPY and MDY are not on Appendix A. The Chief Compliance Officer and the General Counsel have granted an exemption to the pre-clearance requirement for these ETFs, but transactions in these ETFs need to be reported as part of your quarterly reporting.


Personal Securities Transactions Appendix B


Prohibited Transactions:

HOLDRS
Initial Public Offerings ("IPOs")

This appendix may be amended at the discretion of the Ethics Committee

Dated February 17, 2006

* Effective January 1, 2006 DIA, QQQQ, SPY and MDY are not on Appendix A. The Chief Compliance Officer and the General Counsel have granted an exemption to the pre-clearance requirement for these ETFs, but transactions in these ETFs need to be reported as part of your quarterly reporting.


Gifts and Entertainment Appendix C

------------------------------------- ----------------------------------- -----------------------------------
                                      Permitted                           Restrictions
------------------------------------- ----------------------------------- -----------------------------------
Accepting an Individual Gift          Gifts with a value of $100 or       Gifts of cash, gift certificates
                                      less are generally permitted.       or other item readily convertible
                                                                          to cash cannot be accepted.
                                                                          Gifts valued at over $100 cannot
                                                                          be accepted.
------------------------------------- ----------------------------------- -----------------------------------
Accepting a Firm Gift                                                     Employee's Business Manager must
                                                                          approve prior to accepting.
------------------------------------- ----------------------------------- -----------------------------------
Accepting Entertainment               Permissible only if participation   Discouraged from accepting ticket
Opportunities and Tickets             is occasional, host is present,     or entrance fee with face value
                                      event has a legitimate business     over $200, more than one ticket,
                                      purpose, ticket or entrance fee     ticket to high profile or unusual
                                      has face value of $200 or less,     event, or event where numerous
                                      event is not unusual or high        Wellington Employees are invited.
                                      profile or could not be deemed      Business Manager approval
                                      excessive.                          required for above situations and
                                                                          Employee must pay for ticket.
------------------------------------- ----------------------------------- -----------------------------------
Accepting Lodging                     Employee cannot accept gift of      Employee must pay cost of lodging
                                      lodging                             in connection with any
                                                                          entertainment opportunity.
------------------------------------- ----------------------------------- -----------------------------------
Accepting Car/Limo Service            Exercise reasonable judgment and    Discouraged from accepting when
                                      host must be present.               host is not present unless safety
                                                                          is a concern
------------------------------------- ----------------------------------- -----------------------------------
Accepting Air Travel- Commercial      Employee cannot accept gift of      Employee must pay air travel
                                      air travel                          expenses in connection with any
                                                                          entertainment opportunity.
------------------------------------- ----------------------------------- -----------------------------------
Accepting Air Travel - Private        Employee cannot accept gift of      Employee cannot accept gift of
                                      private air travel.                 private air travel.
------------------------------------- ----------------------------------- -----------------------------------
Giving Gifts                          Gifts to clients valued at $100     Gifts valued at over $100 require
                                      or less are acceptable provided     approval of employee's Business
                                      gift is not cash or cash            Manager.
                                      equivalent.
------------------------------------- ----------------------------------- -----------------------------------
Giving Entertainment Opportunities                                        Employees cannot source tickets
                                                                          on behalf of clients from other
                                                                          employees or from ticket vendors.
------------------------------------- ----------------------------------- -----------------------------------


WELLS CAPITAL MANAGEMENT
logo

CODE OF ETHICS
POLICY ON PERSONAL SECURITIES TRANSACTIONS
AND
INSIDER TRADING

o Be ethical
o Act Professionally
o Improve competency
o Exercise Independent Judgment

Version 2.06


TABLE OF CONTENTS

I INTRODUCTION.................................................................3

   I.1 CODE OF ETHICS..........................................................3
   I.2  "ACCESS PERSONS".......................................................3
   I.3  "BENEFICIAL OWNERSHIP".................................................3

II PENALTIES...................................................................4

   II.1 VIOLATIONS OF THE CODE.................................................4
   II.2 PENALTIES..............................................................4
   II.3 DISMISSAL AND /OR REFERRAL TO AUTHORITIES..............................5

III   EMPLOYEE TRADE PROCEDURES................................................5

   III.1 PRE-CLEARANCE.........................................................5
   III.2 TRADE REPORTS.........................................................6
   III.3 PERSONAL SECURITIES TRANSACTIONS - EQUITY PORTFOLIO MANAGERS..........6
   III.4 POST-REVIEW...........................................................6
   III.5 PRE-CLEARANCE AND REPORTING REQUIREMENTS..............................7
   III.6 CONFIDENTIALITY.......................................................8
   III.7 ACKNOWLEDGEMENT OF BROKERAGE ACCOUNTS.................................8
   III.8 INITIAL AND ANNUAL HOLDINGS REPORT....................................8

IV   RESTRICTIONS..............................................................9

   IV.1 RESTRICTED SECURITIES..................................................9
   IV.2 SHORT-TERM TRADING PROFITS (60 DAY TRADING RULE)......................10
   IV.3 BLACKOUT PERIODS......................................................10
   IV.4 INSIDER TRADING.......................................................10
   IV.5 MARKET TIMING.........................................................11
   IV.6 GIFTS.................................................................11
   IV.7 DIRECTORSHIPS AND OTHER OUTSIDE EMPLOYMENT............................11
   IV.8 PURCHASES AND SALES OF SECURITIES ISSUED BY WELLS FARGO...............11
   IV.9 WELLS FARGO MUTUAL FUNDS..............................................11

V   REGULATORY REQUIREMENTS...................................................12

   V.1 INVESTMENT ADVISERS ACT OF 1940 AND INVESTMENT COMPANY ACT OF 1940.....12
   V.2 REGULATORY CENSURES....................................................12

VI   ACKNOWLEDGMENT AND CERTIFICATION.........................................13


VII   FREQUENTLY ASKED QUESTIONS (FAQs).......................................14

2

I INTRODUCTION

I.1 Code of Ethics

Wells Capital Management (WellsCap), as a registered investment adviser, has an obligation to maintain a policy governing personal securities transactions and insider trading by its officers and employees. This Code of Ethics and Policy on Personal Securities Transactions and Insider Trader ("Code") is adopted under Rule 17j-1 of the Investment Company Act and Section 204A-1 of the Investment Advisers Act. This Code outlines the policies and procedures for such activities based on the recognition that a fiduciary relationship exists between WellsCap and its clients. All references in this Code to employees, officers, directors, accounts, departments and clients refer to those of WellsCap.

In addition to the Code, please refer to the policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Code of Conduct and Business Ethics applicable to all Wells Fargo employees.

Acknowledgement of, and compliance with, this Code is a condition of employment. A copy of the Code and applicable forms are available on WellsCap's intranet site: capzone.wellsfargo.com.

As an employee, you must-

o Be ethical
o Act professionally
o Improve competency
o Exercise independent judgment

To avoid conflicts of interest, WellsCap employees, officers and directors are required to disclose to the Compliance Group all pertinent information related to brokerage accounts, outside business activities, gifts received from clients/vendors and other Code related information.

I.2 "Access Persons"

For purposes of this Code, all employees, officers and directors of WellsCap (including independent contractors, when appropriate) are considered to be "Access Persons" and subject as a result to the policies and procedures set out in this Code. The list of Access Persons will be updated regularly but in no event less frequently than quarterly.

I.3 "Beneficial Ownership"

Personal securities transaction reports must include all accounts in which you have a beneficial interest or over which you exert direct or indirect control, including -

o accounts of immediate family members in the same household; and
o any other account, including but not limited to those of relatives and friends, over which you exercise investment discretion.

3

Direct and indirect control and beneficial interest may be further construed to include accounts for which an Access Person is sole owner, joint owner, trustee, co-trustee, or attorney-in-fact.

II PENALTIES

II.1 Violations of the Code

The firm's Chief Compliance Officer will report violations of the Code monthly to the President. Each Access Person must immediately report to the Chief Compliance Officer any known or reasonably suspected violations of this Code of which he or she becomes aware.

II.2 Penalties

Penalties for violation of this Code may be imposed on Access Persons as follows:

o Minor Offenses - > First minor offense - Verbal warning; > Second minor offense - Written notice; > Third minor offense - $1,000.00 fine to be donated to the Access Person's charity of choice*.

Minor offenses include the following: late submissions of or failure to submit quarterly trade reports and signed acknowledgments of Code of Ethics forms and certifications, failure to request trade pre-clearance, and conflicting pre-clearance request dates versus actual trade dates.

o Substantive Offenses - > First substantive offense - Written notice; > Second substantive offense - $1,000 or disgorgement of profits (whichever is greater) to be donated to the Access Person's charity of choice*; > Third substantive offense - $5000 fine or disgorgement of profits (whichever is greater) to be donated to the Access Person's charity of choice* or termination of employment and/or referral to authorities.

Substantive offenses include the following: unauthorized purchase/sale of restricted securities outlined in the Code, violations of seven-day blackouts and short-term trading for profit (60-day rule).

The number of offenses is determined by the cumulative count over a 12 month period.

o Serious Offenses - A Portfolio Manager trading with insider information and/or "front running" a client or fund that he/she manages is considered a "serious offense". WellsCap will take appropriate steps that may include termination of employment and referral to governmental authorities for prosecution.

4

WellsCap may deviate from the penalties listed in the Code where senior management determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. Any deviations from the penalties listed in the Code, and the reasons for such deviations, will be documented and maintained in the Code of Ethics files.

* The fines will be made payable to the Access Person's charity of choice (reasonably acceptable to Wells Fargo) and turned over to WellsCap, which in turn will mail the donation check on behalf of the Access Person.

II.3 Dismissal and /or Referral to Authorities

Repeated violations of the Code may result in dismissal. In addition, a violation of the law, such as fraud or insider trading, will result in immediate dismissal and referral to authorities.

The firm's Chief Compliance Officer will report all Code violations to the Wells Fargo Funds Boards of Trustees quarterly.

III EMPLOYEE TRADE PROCEDURES

III.1 Pre-clearance

o All Access Persons in the firm must pre-clear their personal transactions in the securities specified in Section III.5 using the iTrade system. It is the responsibility of the Access Person to ensure that Compliance receives pre-clearance requests.

o E-mail (FALLSCMP@wellscap.com) or telephone requests will only be accepted for those employees who are on formal leave of absence or on PTO. When submitting requests via e-mail or telephone, at a minimum, indicate the following information

(a) Transaction Type: BUY or SELL
(b) Security Name (include coupon rate and maturity date for fixed income securities) and Ticker or CUSIP(b)
(c) Share amount to be traded and the account number in which the trade will occur
(d) Security Type: Common Stock, Options, or Bonds
o Requests from beneficial account holders outside the firm must be made via the appropriate Access Person (i.e., spouse, family member who is an Access Person). The Compliance Group will not accept requests from non-Access Persons.
o Requests may be submitted from 4:00 am (Pacific) until an hour before the market closes for the day, however, requests will be processed beginning 7:00 am (Pacific). Barring any problems with systems access (i.e., SEI, Advent/Moxy, CRD) or other unusual circumstances, responses will be made no later than one hour from receipt of the request.
o Pre-cleared trades are valid for the same day for up to the amount of shares requested for a specific account. Additional amount of shares or trades for a different account will require an additional pre-clearance request. No exceptions.
o Pre-clearance does not eliminate the possibility of a potential conflict appearing after the execution of an employee trade. Trades will be screened for blackout violations and other conflicts, but quarter end review of each personal trade may reveal conflicts which the pre-clearance process was unable to detect.

5

o The use of the electronic systems ensures that each pre-clearance request is date-stamped, and it is the responsibility of each Access Person to ensure that the pre-clearance request has been received by Wells Capital Compliance.

CERTAIN PERSONAL SECURITIES TRANSACTIONS SHOULD BE REPORTED WHETHER PRE-CLEARED OR NOT (SEE SECTION III.5 FOR DETAILS).

III.2 Trade Reports

o Quarterly Trade Reports which list personal securities transactions for the quarter must be submitted by Access Persons no later than the 30th day after the end of each calendar quarter. This 30-day deadline is a federal requirement and includes weekends and holidays. If the 30th day falls on a weekend or a holiday, the report is due the business day immediately preceding this deadline.
o Quarterly Trade Reports must be submitted using the Quarterly Trade Report form to Wells Capital Compliance, either via email (to FALLSCMP@wellscap.com) or via MAC (N98820-027). If there are no activities for the quarter, a report indicating such is still required to be submitted.
o Compliance will request duplicate copies of trades confirms and monthly or quarterly brokerage account statements to be forwarded to Compliance. If a broker is unable to directly send duplicate copies, the Access Person is responsible for submitting the required documentation with the Quarterly Trade Report.
o When opening or closing brokerage accounts, please notify Compliance in writing (quarterly) by using the Acknowledgment of Brokerage Accounts form.

Forms relating to the Code of Ethics are available in WellsCap's intranet site:
capzone.wellsfargo.com.

III.3 Personal Securities Transactions - Equity Portfolio Managers

In addition to pre-clearance by the Compliance Group, prior approval must be obtained from the Chief Compliance Officer if an Equity Portfolio Manager request to sell a security in his/her personal account when:

o The same security is held in the equity portfolio that is directly managed by the Portfolio Manager; or

o The Portfolio Manager is purchasing the same security for an equity portfolio for which he/she makes investment decisions.

Wells Capital Compliance will review pre-clearance requests for purchases and sales of securities that are common between personal holdings and equity portfolio holdings directly managed by the Portfolio Manager. Pre-clearance trades will be screened for blackout violations, front-running, other conflicts/trends, and 60-day rule violations.

III.4 Post-review

6

Wells Capital Compliance will match any broker confirms/statements received to pre-clearance requests. Discrepancies will be documented and may be subject to censures, as outlined in the PENALTIES section of this Code.

Access Person transactions will also be screened for the following:
o Same day trades: Transaction occurring on the same day as the purchase or sale of the same security in a managed account (For all securities).
o -7-day Blackout period: Transaction up to and including seven calendar days before and after the purchase and/or sale of the same security in a managed account as described in Sec IV.3 of the Code (For non-S&P500 securities).
o Short-term trading profits: The purchase and sale, and sale and purchase of the same security (including Wells Fargo mutual funds and other mutual funds subadvised by WellsCap; excluding money market funds) within 60 days resulting in a net profit. Access Persons are responsible for ensuring that the 60-day rule is observed when sale requests are made for securities previously purchased, or vice versa.
o Front running: Trading ahead of, or "front-running," a client or Wells Fargo mutual fund order in the same security; or taking a position in stock index futures or options contracts prior to buying or selling a block or securities for a client or proprietary mutual fund account (i.e., self-front running).

Other potential conflicts: Certain transactions may also be deemed in conflict with the Code and warrant additional review depending on the facts and circumstances of the transaction.

III.5 Pre-Clearance and Reporting Requirements

The table below indicates pre-clearance and reporting requirements. Requirements for all other security type transactions must be checked with Compliance.

Security Type                       Pre-Clearance             Qtrly
                                                              Reporting
Equity transactions (1)             Yes                       Yes
Fixed Inc transactions              Yes                       Yes
Wells Fargo stock(4)                No                        Yes
Open-end non-proprietary MF         No                        No
Wells Fargo MF and
MFsub-advised by
Wells Capital (2)                   No                        Yes
Close-end MF                        Yes                       Yes
ETFs (open-end and UIT)             No                        Yes
US Tsy/Agencies                     No                        No
Holders (5)                         Yes                       Yes
Short term/cash equiv.              No                        No
SPP/DRIPs                           No                        Yes
Employee 401K (3)                   No                        Yes
Private funds managed               No                        Yes
by WellsCap

7

(1)Including options.
(2)Reporting excludes money market funds.
(3)Requires only reporting changes in investment options
(4)Excluding 401K plans.
(5)Required only when selling a specific security from the holders group

III.6 Confidentiality

All reports of personal securities transactions, holdings and any other information filed pursuant to this Code will be kept CONFIDENTIAL, provided, however that such information is also subject to review by appropriate WellsCap personnel (Compliance and/or Senior Management) and legal counsel. Such information will also be provided to the Securities and Exchange Commission ("SEC") or other government authority when properly requested or pursuant to a court order.

III.7 Acknowledgement of Brokerage Accounts

All Access Persons are required to submit a list of all brokerage accounts as required by the Code at the time of hire. In addition, Access Persons are responsible for ensuring that any newly opened or closed accounts are communicated to Compliance by the end of the quarter. For reporting purposes, complete the Acknowledgment of Brokerage Accounts form.

III.8 Initial and Annual Holdings Report

All Access Persons are required to report all activity in their brokerage accounts, including 401k accounts and a statement of holdings, including Wells Fargo mutual fund accounts and Wells Fargo sub-advised mutual fund accounts (subject to Code requirements) within 10 days of initial employment and annually. A broker statement will suffice in lieu of a separate initial or annual holdings report. The Access Person is responsible for ensuring that Compliance receives duplicate copies of statements and/or confirms if those are sent directly by the brokers.

8

IV RESTRICTIONS

The following are WellsCap's restrictions on personal trading:

IV.1 Restricted Securities

------------------------------------------------------------------------------------------------------------
SECURITY TYPE               PURCHASE                                SALE

A. S&P500 stocks            PERMITTED                               PERMITTED ,
                            >> Subject to same day blackout         subject to the following:
                               during execution of client           >> Same-day blackout during
                               trades (except index program         execution of client trades
                               trades).  Must pre-clear.            (except index program
                                                                    trades). Must pre-clear.
                                                                    For equity fund manager,
                                                                    approval is required. Refer
                                                                    to Section III.3.

B. Any security not          PERMITTED                              PERMITTED, subject to the following:
   included in the S&P500    >> Subject to pre-clearance            >> Pre-clearance requirements.
   above                        requirements.                       >> For equity fund manager, approval
                                                                    is required.  Refer to Section III.3.


C. Automatic investment      PERMITTED                              PERMITTED
   programs or direct stock  >> Subject to Code of Ethics           >> Subject to Code of Ethics preclearance
   purchase plans               reporting requirements.             requirements.


D. Initial Public Offerings  PROHIBITED                             PERMITTED, only
   (IPOs) (An IPO is                                                > If security held prior to Wells Capital
   corporation's first                                              employment and/or version 9.99 of the Code,
   offeringof a security                                            sales subject to pre-clearance requirements.
   representing shares of the
   company to the public)

E. Private  Placements (A    >> Private placements issued by a       >> Private placements issued by a client are
   private  placement is an     client are prohibited.  All other    prohibited.  All other private placements
   offer or sale of any         private placements must be approved  must be approved and reviewed by Compliance and
   security by a brokerage      and  reviewed by Compliance and the  the Chief Investment Officer/ President.
   firm not  involving a public  Chief Investment Officer/ President.
   offering,  for example, a
   venture capital deal)

G. Options (other than employee PROHIBITED                           PROHIBITED
   stock options), puts, calls,
   short sales, futures contracts
   or other similar  transactions
   involving securities issued by
   Wells Fargo & Company
------------------------------------------------------------------------------------------------------------

9

IV.2 Short-Term Trading Profits (60 Day Trading Rule)

The purchase and sale, and the sale and purchase, of the same security (including Wells Fargo mutual funds and other mutual funds subadvised by WellsCap, excluding money market funds) within 60 calendar days and at a profit are PROHIBITED.
o This restriction applies without regard to tax lot considerations;
o For purposes of determining whether a sale of securities results in a loss, the lowest price paid on a conflicting buy will be the highest price at which the shares may be sold for this exception;
o For purposes of determining whether a purchase of securities results in a loss, the highest price received on a conflicting sale will be the lowest price at which new shares may be purchased for this exception;
o Exercised options are not restricted, however, purchases and sales of options occurring within 60 days resulting in profits are PROHIBITED;
o Exceptions require advance written approval from the firm's Chief Compliance Officer (or designee).

Profits from any sale before the 60-day period expires may require disgorgement. Please refer to "Penalties", section II of this Code, for additional details.

IV.3 Blackout Periods

For securities in the S&P 500 stocks, a same-day firm-wide blackout will apply if the issue is being traded on behalf of a client at the time the pre-clear request is made. The blackout will not apply to trades of securities held within the WellsCap-managed Index funds.

All other issues are subject to a seven-day firm-wide blackout period if traded on behalf of WellsCap-managed funds (Mutual funds, DIFs, Collectives) and WellsCap-managed accounts.

Blackout periods apply to both buy and sell transactions.

IV.4 Insider Trading

WellsCap considers information material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to act. Information is considered non-public when it has not been disseminated in a manner making it available to investors generally. Information becomes public once it is publicly disseminated; limited disclosure does not make the information public (e.g., disclosure by an insider to a select group of persons).

The law generally defines insider trading as the buying or selling of a security, in breach of fiduciary duty or other relationship of trust and confidence, while in possession of material, non-public information. Insider trading is a violation of federal securities laws, punishable by a maximum prison term of 10 years and fines of up to $1 million for the individual and $2.5 million for the firm.

10

Tipping of material, non-public information is PROHIBITED. An Access Person cannot trade, either personally or on behalf of others, while in possession of such information.

Front-running/scalping involves trading on the basis of non-public information regarding impending market transactions.

o Trading ahead of, or "front-running," a client or Wells Fargo mutual fund order in the same security; or
o Taking a position in stock index futures or options contracts prior to buying or selling a block or securities for a client or proprietary mutual fund account (i.e., self-front running).

Scalping occurs when an Access Person purchases shares of a security for his/her own account shortly before recommending or buying that security for long-term investment to a client and then immediately selling the shares at profit upon the rise in the market price following execution of the recommendation.

IV.5 Market Timing

WellsCap prohibits late trading and does not engage in market timing when trading in mutual fund shares on behalf of its clients.

IV.6 Gifts

WellsCap, as a policy, follows Wells Fargo Bank's policy regarding gifts. Please refer to WFB Employee Handbook for requirements. WellsCap also maintains a gift and entertainment guideline available for review on Capzone.

IV.7 Directorships and Other Outside Employment

WellsCap, as a policy, follows Wells Fargo & Company's policy regarding directorships and other outside employment. Please refer to the Handbook for Wells Fargo Team Members.

IV.8 Purchases and Sales of Securities Issued by Wells Fargo

WellsCap follows Wells Fargo & Company's policy regarding securities issued by Wells Fargo & Company. No pre-clearance is required for securities issued by Wells Fargo & Company; however, quarterly reporting of purchases and sales of such securities is required.

Investments in Wells Fargo options (other than employee stock options), puts, calls, short sales, futures contracts or other similar transactions involving securities issued by Wells Fargo & Company are prohibited.

IV.9 Wells Fargo Mutual Funds

Mutual Fund Holdings

11

Access Persons are required to report Wells Fargo mutual fund holdings and other mutual funds subadvised by WellsCap.

Mutual Fund Transactions
On a quarterly basis, Access Persons are required to report any purchases or sales of Wells Fargo mutual funds and other mutual funds subadvised by WellsCap. Money market funds are excluded from quarterly reporting.

Employee 401K Plans

Access Persons are required to report investment option changes for their own and spouse 401K plans.

60 Days Holding Period

Access Persons are required to hold Wells Fargo mutual funds and other mutual funds subadvised by WellsCap, for 60 days unless transacting for a loss. Money market funds are excluded.

V REGULATORY REQUIREMENTS

V.1 Investment Advisers Act of 1940 and Investment Company Act of 1940

The SEC considers it a violation of general antifraud provisions of federal securities laws whenever an adviser, such as WellsCap, engages in fraudulent, deceptive or manipulative conduct. As a fiduciary with responsibility for client assets, WellsCap cannot engage in activities, which would result in conflicts of interests (for example, "front-running," scalping, or favoring proprietary accounts over those of the clients').

V.2 Regulatory Censures

The SEC can censure, place limitations on the activities, functions, or operations of, suspend for a period not exceeding twelve months, or even revoke the registration of any investment adviser based on a:

>> Failure reasonably to supervise, with a view to preventing violations of the provisions of the federal securities laws, an employee or a supervised person who commits such a violation.
>> However, no supervisor or manager shall be deemed to have failed reasonably to supervise any person, if
(a) there have been established procedures, and a system for applying such procedures, which would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person and
(b) such supervisor or manager has reasonably discharged the duties and obligations incumbent upon him/her by reason of such procedures and systems without reasonable cause to believe that such procedures and system were not being complied with.

12

VI ACKNOWLEDGMENT AND CERTIFICATION

I certify that I have received, read, understood and recognize that I am subject to Wells Capital Management's Code of Ethics and Policy on Personal Securities Transactions and Insider Trading. This Code is in addition to Wells Fargo & Company's policy on Business Conduct and Ethics applicable to all employees, as outlined in the Employee Handbook.

In addition to certifying that I will provide complete and accurate reporting as required by the Code and have complied with all requirements of the Wells Capital Management Code, I certify that I will not:

Execute any prohibited purchases and/or sales, directly or indirectly, that are outside those permitted by the Code;

Employ any device, scheme or artifice to defraud Wells Fargo, Wells Capital Management, or any company;

Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon Wells Fargo, Wells Capital Management or any company; or

Make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they are made, not misleading;

Engage in any manipulative practice with respect to Wells Fargo, Wells Capital Management or any company;

Trade on inside information;

Trade ahead of or front-run any transactions for WellsCap managed accounts;

Trade without obtaining the necessary pre-clearance.

I understand that it is a violation of the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to fail to submit a record of my personal securities transactions within 10 calendar days of quarter-end.

I understand that, as an employee of Wells Capital Management, it is my responsibility to submit a list of all brokerage accounts in which I have beneficial ownership/ interest or control (as defined in the Code). Additionally, I will notify Wells Capital Management Compliance upon opening or closing brokerage accounts quarterly.

Any exceptions, where applicable, are noted as follows:




Signature Date

NAME (Print)

The Acknowledgment and Certification form is due 10 days from date of receipt. Signed copies must be submitted to Wells Capital Compliance, MAC N98820-027.

13

VII FREQUENTLY ASKED QUESTIONS (FAQs)

1. Who should I submit pre-clearance requests to, what is the minimum information required, and what are the hours for submission of requests?

All pre-clearance requests should be submitted through iTrade.

In the event you do hot have access to iTrade, pre-clearance requests should be submitted, via email, to FALLSCMP@wellscap.com. For specific questions or concerns regarding the Code, you may direct your inquiries to Mai Shiver, our Chief Compliance Officer (mai.shiver@wellscap.com or 415/222-9099)

At a minimum, indicate whether the request is for a BUY or SELL, include the name and ticker symbol of the security/securities, the share amount to be traded, and the account number in which the trade will occur.

Requests can be submitted beginning 4:00 am (Pacific) and no later than an hour before the close of the equity markets. Pre-clearance requests will be processed beginning 7:00 am (Pacific). Pre-cleared requests are only good for the day.

2. What is the submission deadline for Quarterly Trade Report?

Quarterly Trade Reports are due 30 calendar days after the end of each quarter. If the 30th day falls on a weekend or a holiday, the report is due the business day preceding the weekend or the holiday. The 30-day deadline is a regulatory requirement. Access Persons can also complete and submit the Trade Report to Compliance when the trade is executed without waiting for quarter end to ensure timely submission.

3. Why are duplicate copies of confirms and statements submitted to Compliance? Would the Quarterly Report and pre-clear requests suffice?

This is a regulatory requirement from a report issued by the SEC's Division of Investment Management (IM). The IM Report, among other things, enlisted the NASD to adopt a rule requiring its members to notify a fund or an investment adviser whenever an Access Person opens an account with an NASD-member broker. Upon request of the fund or adviser, the member broker is required to transmit duplicate copies of the Access Person's trade confirms and account statements.

4. Why is a Quarterly Trade Report required if duplicate confirms or statements are already received from brokers?

WellsCap as investment adviser is required to obtain personal securities transaction information from all Access Persons. In order to ensure compliance with the law, our policy requires Access Persons to complete the quarterly reports in case that WellsCap have not received your brokers' statement or confirmations timely. Access Persons do not need to complete a quarterly trade report if: 1) the Access Person provides a website printout of transaction history from the broker or 2) the Access Person confirms with Compliance every quarter that we have your broker statements within 30 days after quarter end.

5. What is the 60-day rule and is it a regulatory requirement?

The 60-day rule prohibits Access Persons from profiting from the purchase and sale, and short sale and purchase, of the same securities within 60-days.

This is not an SEC requirement but a taskforce guideline instituted by the Investment Company Institute (ICI), the self-regulating organization for the mutual fund industry. Similarly, AIMR also has recommended restrictions along the same lines. Because the mutual fund board approves our Code of Ethics and expects us to follow the taskforce guidelines from the ICI/AIMR, we are closely bound by those restrictions.

14

6. What is the pre-clearance policy on option transactions?

Purchase and Sales of option contracts are subject to the pre-clearance requirements. When approved options are exercised automatically (i.e. Access Persons have no control over when the options are exercised), pre-clearance is not required. However, if the Access Persons chooses to exercise the options, pre-clearance is required and will be approved on a case-by case basis. The objective is to avoid any appearance of conflicts of interest, especially in instances when the same security is being executed for managed funds.

7. What types of trust accounts does an Access Person need to report and pre-clear?

All Access Persons must report securities for the following types of trust accounts (Note: Access Persons must also pre-clear securities for the account types listed below.):

A. A trust account for which the Access Person is a trustee, or beneficiary and has both investment control and a pecuniary interest;

B. A trust account for which the Access Person is a trustee that has investment control and at least one beneficiary of the trust is the trustee's immediate family member (whether they live with the trustee or not);

C. A trust account for which the Access Person is a trustee that receives a performance-related fee from the trust;

D. A trust account for which the Access Person is a settlor that has both the power to revoke the trust without the consent of another person and investment control.

Note: Access Persons do not need to report the following:

(1) A trust account for which the Access Person is a trustee that has investment control but neither the trustee nor the trustee's immediate family member (whether they live with the trustee or not) has any pecuniary interest;

(2) A trust account for which the Access Person is a beneficiary or a settlor that does not exercise or share investment control (including a blind trust).

8. If an Access Person has a financial planner or consultant who has investment control over his/her accounts; does he/she need to report such accounts? Does the Access Person's financial planner or consultant need to pre-clear?

Yes, an Access person must pre-clear because the Access Person can directly or indirectly influence or control the buying or selling of securities in such accounts. In cases where the financial planner or consultant is sending a pre-clearance request on behalf of the Access Person, it is the Access Person's responsibility to ensure that:

A. The financial planner or consultant is fully aware of Wells Capital's pre-clearance policy.

B. Pre-clearance approval is received from Compliance prior to the financial planner or consultant executing the trade.

Exceptions can be made on a case-by-case basis and are subject to evaluation and approval by the Chief Compliance Officer.

9. Why is it necessary for Access Persons to report Wellscap managed mutual fund transactions?

15

The SEC has adopted a rule that requires investment advisers to adopt a code of ethics which requires reporting of personal securities transactions including mutual fund holdings and transactions managed by the adviser.

Code of Ethics Changes                                                                      Date

1.  Section III.1  Pre-clearance                                                            4-8-05
             Access Persons must pre-clear personal transactions specified in Section III.5
             Pre-clearance requests must include # of shares and account number.

2.  Section III.3  Personal Security Transactions - Equity Fund Managers                    4-8-05
             Prior approval is require from the Chief Compliance Officer for common securities
             sold in personal accounts.

3.   Section III.5   Pre-Clearance and Reporting Requirements                               4-8-05
Addition of security type to pre-clearance and reporting table- private funds managed by
             WellsCap.

4.  Section IV.1  Restricted Securities                                                     4-8-05
             S&P500 stocks subject to same day blackout during execution of client trades.

5.  Section 1.2  "Access Persons"                                                           7-1-05
             Access Persons listing will be updated regularly but no less than quarterly.

6.  Section III.1  Pre-clearance                                                            7-1-05
             Addition of employees that have access to the electronic pre-clearance system,
             pre-clearance requests should be submitted via such system.

7.  Section III.2  Trade Reports                                                            7-1-05
             Deletion of the using the Request for Duplicate Confirms form when a broker is
             unable to send duplicate copies.  The access person is responsible for submitting
             required documentation.

8.  Section III.4   Post Review                                                              7-1-05
             Front running review on personal securities transactions for Access Persons.

9.  Section III.5  Pre-Clearance and Reporting Requirements                                 7-1-05
             Addition of security type "holders" to pre-clearance and reporting table.

10. Section IV.4  Blackout Periods                                                          7-1-05
             The 7-day blackout period will also be applicable to WellsCap managed client accounts
             in addition to Wellscap managed funds.

11. Section IV.10  Wells Fargo Mutual Funds                                                 7-1-05
             Access Persons are required to hold Wells Fargo mutual funds and Wellscap sub-
             advised mutual funds for 60 days unless transacting for a loss.

12. Section III.1 Pre-clearance                                                             9-15-05
    Update e-mail address for pre-clearance requests not submitted through the electronic pre-clearance system.

13. Section III.2 Trade Reports                                                             9-15-05
    Update e-mail address and MAC address for submission of required reports.

14. Section VI Acknowledgment and Certification                                             9-15-05
    Update MAC address for submission of required documents.

16

15. Section VII Frequently Asked Questions - Question 1                                     9-15-05
    Update e-mail address and CCO name and contact information.

16. Section I.3 Beneficial Ownership                                                        2-21-06
    Clarified the personal securities transaction reports to include all account over which Access Persons have beneficial
    interest or over which Access Persons have direct or indirect control.

17. Section III.1 Pre-clearance                                                             2-21-06
    Revised the pre-clearance section to provide that: pre-clearance requests must be sent via the iTrade system;
    pre-clearance requests can be submitted via e-mail or phone in limited circumstances; all pre-clearance requests must be
    submitted by the Access Person; requests may be submitted beginning 4:00 a.m. (Pacific) until an hour before the close of
    market, however, request processing will begin at 7:00 a.m. (Pacific); and pre-cleared trades will be valid for up to the
    amount of shares requested for a specific account.

18. Section III.5 Pre-Clearance and Reporting Requirements                                  2-21-06
    Added Exchange Traded Funds (both open-end and unit investment trusts) as a security type that must be reported on a
    quarterly basis per SEC no-action letter.

19. Section III.8 Initial and Annual Holdings Report                                        2-21-06
    Revised the section to clarify that a brokerage account includes 401k accounts and statement of holdings includes Wells
    Fargo mutual fund accounts and Wells Fargo sub-advised mutual fund accounts.

20. Section IV.6 Independent Research                                                       2-21-06
    Deleted this provision as unnecessary and outdated.

21. Section IV.7 Gifts                                                                      2-21-06
    Included language to provide that WellsCap also maintains a gift and entertainment guideline.

22. Miscellaneous                                                                           2-21-06
    Revised the Frequently Asked Questions and Code of Ethics changes to incorporate corresponding revisions.  Also included
    grammatical/spelling and miscellaneous edits to the Code in general.

17

CODE OF ETHICS

WESTERN ASSET INCOME FUND
WESTERN ASSET MANAGEMENT COMPANY
WESTERN ASSET MANAGEMENT COMPANY LIMITED
WESTERN ASSET FUNDS, INC.
WESTERN ASSET PREMIER BOND FUND
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 3

ADOPTED SEPTEMBER 2006

TABLE OF CONTENTS


I. WHAT ARE THE OBJECTIVES AND SPIRIT OF THE CODE?

A. Adoption of Code of Ethics by Western Asset and the Funds: Western Asset Management Company and Western Asset Management Company Limited (referred to generally as "Western Asset") act as fiduciaries and, as such, are entrusted to act in the best interests of all clients, including investment companies. Accordingly, Western Asset has adopted this Code of Ethics in order to ensure that employees uphold their fiduciary obligations and to place the interests of clients, including the Funds, before their own.

In addition, Western Asset Income Fund, Western Asset Premier Bond Fund, Western Asset Funds, Inc., Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund, Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 3 (referred to generally as the "Funds") have also adopted this Code of Ethics in order to ensure that persons associated with the Funds, including Directors/Trustees ("Directors"), honor their fiduciary commitment to place the interests of the Funds before their own.

B. Regulatory Requirement: The Investment Company Act of 1940 requires each investment company (i.e., the Funds), as well as its investment adviser and principal underwriter, to adopt a code of ethics. In addition, the Investment Advisers Act of 1940 requires each investment adviser (i.e., Western Asset) to adopt a code of ethics. Both Acts also require that records be kept relating to the administration of the Code of Ethics. This Code of Ethics shall be read and interpreted in a manner consistent with these Acts and their related rules.

C. Compliance with Applicable Law: All persons associated with Western Asset are obligated to understand and comply with their obligations under applicable law. Among other things, laws and regulations make clear that it is illegal to defraud clients and Funds in any manner, mislead clients or Funds by affirmative statement or by omitting a material fact that should be disclosed, or to engage in any manipulative conduct with respect to clients, Funds, or the trading of securities.

D. Confidential Information: All persons associated with Western Asset and the Funds may be in a position to know about client identities, investment objectives, funding levels, and future plans as well as information about the transactions that Western Asset executes on their behalf and the securities holdings in their accounts. All this information is considered confidential and must not be shared unless otherwise permitted.

E. Avoiding Conflicts of Interest: Neither Western Asset employees nor Fund Directors may take advantage of their knowledge or position to place their interests ahead of Western Asset clients or the Funds, as the case may be. Different obligations may apply to different persons under this Code of Ethics, but this duty includes an obligation not to improperly trade in

2

personal investment accounts, as well as an obligation to maintain complete objectivity and independence in making decisions that impact the management of client assets, including the Funds. Western Asset employees and Fund Directors must disclose all material facts concerning any potential conflict of interest that may arise to the Funds' Chief Compliance Officer or the Western Asset Chief Compliance Officer, as appropriate.

F. Upholding the Spirit of the Code of Ethics: The Code of Ethics sets forth principles and standards of conduct, but it does not and cannot cover every possible scenario or circumstance. Each person is expected to act in accordance with the spirit of the Code of Ethics and their fiduciary duty. Technical compliance with the Code of Ethics is not sufficient if a particular action or series of actions would violate the spirit of the Code of Ethics.

3

II. WHO IS SUBJECT TO THE CODE?

While the spirit and objectives of the Code generally are the same for each person covered by the Code of Ethics, different specific requirements may apply to different categories of people. Western Asset and the Funds have both adopted the Code of Ethics, and the requirements for Western Asset employees differ from those for Fund Directors. You must understand what category or categories apply to you in order to understand which requirements you are subject to.

A. Western Asset Employees, Officers and Directors: As a condition of employment, all Western Asset employees, officers and directors (generally referred to as "Western Asset employees") must read, understand and agree to comply with the Code of Ethics. You have an obligation to seek guidance or take any other appropriate steps to make sure you understand your obligations under the Code of Ethics. On an annual basis, you are required to certify that you have read and understand the Code of Ethics and agree to comply.

B. Directors of the Funds: The Code of Ethics applies to both interested and disinterested Directors of the Funds, but different requirements apply to each.

1. What are the "Funds"? The Funds constitute Western Asset Income Fund, Western Asset Premier Bond Fund, Western Asset Funds, Inc., Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund, Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2, and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 3.
2. If a Director is considered to be an "interested person" of a Fund, its investment adviser or principal underwriter within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, then they are considered an Interested Director.
3. If a Director is not considered to be an "interested person," then they are considered to be a Disinterested Director.
4. If you are both a Fund Director and an employee of Western Asset, Legg Mason, or Claymore, you are subject to the requirements that apply to you as an employee of Western Asset, Legg Mason or Claymore, as applicable.
5. Interested and Disinterested Directors are subject to those requirements forth in Section VIII.

C. Access Persons: Western Asset employees and Fund Officers and Directors are considered "Access Persons" because they may have access to information regarding investment decisions, transactions and holdings. Other people may also be considered to be "Access Persons" and subject to the same requirements as Western Asset employees including the following:

1. Any natural person that has the power to exercise a controlling influence over the management and policies of Western Asset or the Funds and who obtains information concerning recommendations made to a client account, including a Fund, with regard to the purchase or sale of a security.

4

2. Any person who provides advice on behalf of Western Asset and is subject to Western Asset's supervision and control.
3. Any other such person as the Chief Compliance Officer of Western Asset or the Funds designate.

D. Equity Access Persons: If you are a Western Asset employee and you also have access to equity holdings and transactions deriving from Western Asset's support of the equity business conducted by an affiliated company, you are considered an "Equity Access Person." You are subject to all the requirements applicable to Western Asset employees, but also must comply with requirements applying to equity securities.

E. Investment Persons: If you are a Western Asset employee and you also make recommendations or investment decisions on behalf of Western Asset as part of your regular functions or duties, or you make or participate in making recommendations regarding the purchase or sale of securities for a Western Asset client or account, you are considered an "Investment Person." Investment Persons are subject to all the requirements of Western Asset employees, but also must comply with additional restrictions due to their knowledge and involvement with investment decisions Western Asset is considering or planning for the future.

F. Other Codes of Ethics: If you are an Access Person under this Code, but you are employed principally by Claymore Securities, Inc., Claymore Advisors, LLC, Legg Mason, Inc., or affiliates of Western Asset and you are subject to a Code of Ethics that complies with applicable law, you are subject to the relevant provisions of the Code of Ethics of your principal employer and not subject to this Code.

5

III. WHO ADMINISTERS THE CODE?

A. Western Asset Operations Committee:

1. Responsibilities: The Western Asset Operations Committee has ultimate responsibility for the Code of Ethics. The Operations Committee shall review and approve or deny any changes or proposed changes to the Code of Ethics. The Operations Committee shall also receive periodic reports from the Legal and Compliance Department regarding violations of the Code of Ethics. The Operations Committee shall determine the appropriate policy with respect to sanctions for Code of Ethics violations. The Operations Committee may delegate the administration of this Code of Ethics to other individuals or departments, including the power to impose sanctions for particular violations according to the framework approved by the Committee.
2. Interpretation: The Operations Committee is the final arbiter of questions of interpretation under this Code of Ethics.

B. Western Asset Chief Compliance Officer:

1. Receipt of Violations: The Chief Compliance Officer (known as the "CCO") for Western Asset is the person designated to receive all violations of the Code of Ethics. If a Western Asset employee becomes aware of a violation of this Code of Ethics or a violation of applicable law, they have an obligation to report the matter promptly to the CCO.

2. Review of Violations: The Western Asset CCO must review all violations of the Code of Ethics and oversee any appropriate investigation and subsequent response with respect to Western Asset.

C. Chief Compliance Officer for the Funds:

1. Responsibilities: The Chief Compliance Officer for the Funds is responsible for overseeing the administration of the Funds' compliance policies and procedures.

2. Reporting of Violations: All violations of the Funds' Code of Ethics must be reported to the Funds' Chief Compliance Officer. To the extent that a violation involves a Fund Director, the Funds' CCO shall oversee any appropriate investigation and subsequent response with respect to the Funds.

6

IV. FIDUCIARY DUTY TO CLIENTS AND FUNDS

A. Comply with Applicable Law: A variety of securities laws, including those described in this Code of Ethics, apply to the operation of Western Asset and the Funds. It is your responsibility to understand your obligations under these laws and to comply with those requirements. You have an obligation to seek assistance from the Legal and Compliance Department if you are unsure of what your obligations are under this Code of Ethics.

B. Fiduciary Duty: As a fiduciary for Western Asset clients, including the Funds, you have an obligation to act in clients' best interests. You must scrupulously avoid serving your personal interests ahead of the interests of clients and the Funds. That includes making sure that client interests come first and that you avoid any potential or actual conflicts of interest. That fiduciary duty extends to all aspects of the business. Conflicts and potential conflicts can arise in a variety of situations. You may have information regarding clients, their investment strategies, strategic plans, assets, holdings, transactions, personnel matters and other information. This information may not be communicated in any manner to benefit yourself or other persons. This obligation extends to avoiding potential conflicts between client accounts as well. You may not inappropriately favor the interests of one client over another.

C. Compliance with the Code of Ethics: A current copy of this Code of Ethics is always available upon request. On an annual basis, you are required to acknowledge that you have received, understand and agree to comply with the Code of Ethics and that you have complied with the Code of Ethics over the past year.

D. Personal Interests: As a general matter, you may not improperly take personal advantage of your knowledge of recent, pending or intended securities activities for clients, including the Funds. In addition, you may not improperly take advantage of your position to personally gain at the expense of the interests of Western Asset, clients, or the Funds.

E. Maintaining the Best Interests of Clients: The provisions of this Code of Ethics address some of the ways in which you are expected to uphold the fiduciary duty to clients and the Funds. It is not an exclusive list.

F. Confidentiality: Unless otherwise permitted, information regarding clients or their accounts may not be shared with persons outside of the Firm, such as vendors, family members, or market participants. In particular, information regarding the trading intentions of clients or Western Asset on behalf of its clients may not be shared.

7

G. Gifts and entertainment:

1. As a Western Asset employee, you may be offered or may receive gifts and entertainment such as hosted dinners or other events from persons that are personally in a position to do or potentially to do business with Western Asset such as clients, consultants, vendors or other business contacts (generally known as "business contacts"). To ensure that you are not beholden to a business contact and that your judgment remains unimpaired, you may only accept appropriate and reasonable gifts and entertainment.
2. You may not personally give gifts to business contacts that exceed a reasonable amount in value. Any gifts or entertainment provided to business contacts should be done on behalf of Western Asset with proper authorization.
3. You may not solicit gifts or entertainment or anything of value from a business contact.
4. The acceptance of gifts and entertainment shall also be subject to Western Asset's policies and procedures as applicable.

H. Serving as a Director:

1. You may not serve on the Board of Directors or any similar body of any entity that has issued publicly traded securities without prior authorization of the Western Asset Chief Compliance Officer and the Legg Mason Legal and Compliance Department.
2. If authorized, appropriate safeguards and procedures may be implemented to prevent you from making investment decisions or recommendations with respect to that issuer.

I. Political contributions:

1. Neither Western Asset nor any Western Asset employee may make any political contributions that intentionally or unintentionally may have the perceived effect of influencing whether a government entity, official or candidate hires or retains Western Asset or a Legg Mason affiliate as investment adviser, invests or maintains an investment in any fund advised or sub-advised by Western Asset or a Legg Mason affiliate, or influences Western Asset's access to or allocation of securities issued by that government entity.

J. Personal trading:

1. A potential conflict exists between the interests of clients (including the Funds) and your personal investment activities. This conflict may take shape in a variety of ways, including the particular trades you execute and the volume of trading you do.
2. You may not engage in an excessive volume of trading in your personal accounts. High volumes of personal trading may raise concerns that your energies and interests are not aligned with client interests.
3. Depending on the particular security that you choose to buy, a holding period may also apply that requires you to hold that security for a minimum period of time.
4. At all times, you have an obligation to refrain from personally trading to manipulate the prices of securities and trading on material non-public information.
5. Given the potential conflict that exists between client transactions, holdings and intentions and your personal trading activity, the Code of Ethics contains detailed requirements regarding your personal conduct and the monitoring of your personal trading activity. The remaining sections of the Code of Ethics provide guidance on the requirements that must be followed in connection with your personal trading activity.

8

V. REPORTING OF PERSONAL TRADING?

A. You must provide information regarding your personal investment accounts as required under this Code of Ethics. Reporting obligations take effect at the inception of your involvement with Western Asset or a Fund, and continue on a monthly, quarterly and annual basis. Western Asset employees and Interested Directors have reporting obligations that differ from those of Disinterested Directors. As with other provisions of the Code of Ethics, you are expected to understand and comply with the obligations that apply to you. (Interested and Disinterested Directors should refer to Section VIII for a description of applicable provisions.)

B. In order to monitor potential conflicts of interest and your compliance with the Code, Western Asset employees and Interested Directors must identify investment accounts and provide information on particular securities transactions in those accounts.

C. Which investment accounts do Western Asset employees and Interested Directors need to report?

1. Report any of the following investment accounts:

a) Any investment account with a broker-dealer or bank in which you have a direct or indirect interest, including accounts that are yours or that you share jointly with another person. This includes joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations.

1) This requirement generally will cover any type of brokerage account opened with a broker-dealer or bank.

2) You must also report any Individual Retirement Account ("IRA") held with a broker-dealer or bank.

b) Any investment account with a broker-dealer or bank over which you have investment decision-making authority (including accounts you are named on, such as being a guardian, executor or trustee, as well as accounts you are not named on, such as an account owned by another person for which you have been granted trading authority).
c) Any investment account with a broker-dealer or bank established by partnership, corporation, or other entity in which you have a direct or indirect interest through any formal or informal understanding or agreement.
d) Any college savings account in which you hold securities issued under
Section 529 of the Internal Revenue Code and in which you have a direct or indirect interest.
e) Any other account that the Western Asset Operations Committee or its delegate deems appropriate in light of your interest or involvement.
f) You are presumed to have investment decision-making authority for, and therefore must report, any investment account of a member of your immediate family if they live in the same household as you. (Immediate family includes a spouse, child, grandchild, stepchild, parent, grandparent, sibling, mother or father-in-law, son or daughter in-law, or brother or sister in-law.) You may rebut this presumption if you are able to provide Western Asset with satisfactory assurances that you have no material interest in the account and exercise no control over investment decisions made regarding the account. Consult with the Legal and Compliance Department for guidance regarding this process.

9

2. Do not report any of the following accounts:

a) Do not report investment accounts that are not held at a broker-dealer or bank that permit investments only in shares of open-end investment companies or funds:

1) Do not report such an investment account if the account holds only shares in money market funds.

2) Do not report such an investment account if you only invest in open-end funds not advised or sub-advised by Western Asset or a Legg Mason affiliate. If you begin investing in open-end funds advised or sub-advised by Western Asset or an affiliate, you must report the investment account.

b) Do not report any 401(k), 403(b) or other retirement accounts unless there is trading activity in funds advised or sub-advised by Western Asset or an affiliate. The list is available from the Legal and Compliance Department. Note: If you have a Legg Mason 401(k) account, no additional reporting is required, but you are subject to the holding period requirements described in Section VII of this Code of Ethics.

D. What reports are Western Asset employees and Interested Directors required to provide?

1. At hire: What information is required when you are hired or become a Western Asset employee or an Interested Director of a Fund?

a) You must report all of your investment accounts. (See paragraph C above for more detail for which accounts must be reported.)

b) The report must either include copies of statements or the name of the broker, dealer or bank, title on the account, security names, and the number of shares and principal amount of all holdings.

c) You must sign and date all initial reports.

d) You must report required information within 10 calendar days from the date of hire or the date on which you become a Western Asset employee or Interested Director.

e) All the information that you report must be no more than 45 days old.

f) The Legal and Compliance Department will attempt to arrange with your brokerage firm to receive duplicate confirmations and statements to enable the firm to monitor your trading activities, but your assistance may be required.

10

2. Quarterly Transaction Reports: What information is required on a quarterly basis?

a) You must report all transactions in covered securities in which you have a direct or indirect beneficial interest during a quarter to the Legal and Compliance Department within 30 days after quarter end, regardless of whether the account is required to be reported under paragraph C above.

1) What are "covered securities"? "Covered securities" are any security as defined by the Investment Advisers Act of 1940, Investment Company Act of 1940, any financial instrument related to a security, including fixed income securities, any equity securities, any derivatives on fixed income or equity securities, closed-end mutual funds, and any open-end mutual funds managed, advised or sub-advised by Western Asset or an affiliate.
2) "Covered securities" does not include obligations of the US government, bankers acceptances, bank certificates of deposit, commercial paper and high quality short term debt instruments such as repurchase agreements and other instruments as set forth in Section VI.C.3.

b) The report shall state the title and number of shares, the principal amount of the security involved, the interest rate and maturity date if applicable, the date and nature of the transaction, the price at which the transaction was effected and the name of the broker, dealer or bank with or through whom the transaction was effected.
c) The report must also include the date it was submitted.
d) You may not be required to file a quarterly report if the Legal and Compliance Department received duplicate copies of your broker confirmations and statements within the 30 day time period. From time to time, however, the Legal and Compliance Department may not receive all duplicate statements from brokers or may not receive them on a timely basis. In those cases, you will be notified by the Legal and Compliance Department and you have an obligation to provide copies of the statements or report all transactions you execute during the quarter in some other form.
e) If you have no investment accounts or executed no transactions in covered securities, you may be asked to confirm that you had no investment activity (either independent of an account or in a newly opened account).

3. Annual Holdings Reports: What information is required on an annual basis?

a) You must provide a list of all covered securities in which you have a direct or indirect interest, including those not held in an account at a broker-dealer or bank. The list must include the title, number of shares and principal amount of each covered security. Copies of investment account statements containing such information are sufficient.
b) You must report the account number, account name and financial institution for each investment account with a broker-dealer of bank for which you are required to report.
c) While the Western Asset Legal and Compliance Department may be receiving duplicate statements and confirmations for your investment accounts, this annual reporting requirement is intended to serve as a check to make sure that all of Western Asset's information is accurate and current.

11

d) The information in the annual report must be current as of a date no more than 45 days before the report is submitted and the annual report must include the date it was submitted to the Western Asset Legal and Compliance Department.
e) You also must certify annually that you have complied with the requirements of this Code of Ethics and that you have disclosed or reported all transactions and holdings required to be disclosed or reported pursuant to the requirements of this Code.

4. Confirmations and Statements: Your assistance may be required, but the Western Asset Legal and Compliance Department will attempt to arrange to receive duplicate copies of transaction confirmations and account statements for each investment account directly from each financial institution with whom you have reported having an investment account.

5. New Investment Accounts: When do I need to report new investment accounts that are required to be reported under the Code of Ethics?

a) After you open an account or after you assume a role or obtain an interest in an account that requires reporting (as discussed in Section V.C.1), you have 30 calendar days after the end of the quarter to report the account.

b) You must report the title of the account, the name of the financial institution for the account, the date the account was established (or the date on which you gained an interest or authority that requires the account to be reported) and the date reported.

E. What additional reporting obligations exist for Directors and Officers of Closed-End Investment Companies, officers or Western Asset, or members of the Western Asset Investment Strategy Group?

1. Section 16 of the Securities Exchange Act of 1934 requires Directors and Officers of any close-end investment company to report to the Securities and Exchange Commission changes in their personal ownership of that closed-end investment company's stock. Note that reporting is not required for all close-end investment companies, but only the shares of those closed-end funds for which a person serves as a director or officer.
2. In addition, Section 16 requires Western Asset officers and members of the Western Asset Investment Strategy Group to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months. Such persons should consult the Western Asset Legal and Compliance Department for further guidance regarding specific provisions of the law, including applicable reporting requirements.
3. If provided with the necessary information, the Western Asset Legal and Compliance Department will assist and make the filings with the Securities and Exchange Commission on your behalf.

12

VI. PRE-CLEARANCE PROCESS FOR PERSONAL TRADING

A. Before you execute a personal trade, the trade may need to be pre-cleared to ensure that there is no conflict with Western Asset's current trading activities on behalf of its clients (including the Funds). All Western Asset employees are required to pre-clear trades in securities except as provided below.

B. What trades must be pre-cleared? Trades in any of the following:

1. Any Security: Unless excluded below, you must pre-clear trades in any security, which means any bond, stock, debenture, certificate of interest or participation in any profit sharing venture, warrant, right and generally anything that meets the definition of "security" under the Investment Advisers Act of 1940 and the Investment Company Act of 1940.
2. Restricted List: You are required to pre-clear the securities of any issuer that is listed on the Western Asset restricted list.
3. Common Stocks: You are only required to pre-clear publicly traded common stocks if you have been designated as an Equity Access Person (as defined in Section II) or if the issuer of the common stock is listed on the Western Asset restricted list. All Western Asset employees are also required to pre-clear an equity related private placements or initial public offerings (see paragraphs 7 and 8 below).
4. Any derivative of a security: Trades in any financial instrument related to a security that is required to be pre-cleared, including options on securities, futures contracts, single stock futures, options on futures contracts and any other derivative must be pre-cleared.
5. Shares in any Affiliated Investment Company or Fund: Pre-clearance is required if you purchase or sell shares of open-end or closed-end funds advised or sub-advised by Western Asset outside of your Legg Mason 401(k) participant account. This includes pre-clearance for such purchases or sales in a spouse's retirement account. You are not required to pre-clear trades in your Legg Mason 401(k) participant account. Note: No pre-clearance is required for investments in any money market funds.
6. Systematic Investment Plans: Pre-clearance is required when executing an initial instruction for any purchases or sales that are made pursuant to a systematic investment or withdrawal plan involving a security that requires pre-clearance. For example, a systematic investment plan that regularly purchases shares of a Western Asset Fund would need to be pre-cleared when the initial instruction was made, but not for each specific subsequent purchase. A systematic investment or withdrawal plan is one pursuant to which a prescribed purchase or sale will be automatically made on a regular, predetermined basis without affirmative action by the Access Person. As such, only the initial investment instruction (and any subsequent changes to the instruction) requires pre-clearance.
7. Private Placement Securities: All Western Asset employees must pre-clear any trades in private placement securities (i.e., any offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933). For example, private investment partnerships or private real estate holding partnerships would be subject to pre-clearance.

13

8. Initial Public Offerings: Investment Persons (as defined in Section II) are prohibited from participating in Initial Public Offerings, but other Western Asset employees may participate after obtaining pre-clearance.
9. 529 College Savings Plans: Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code where the underlying investments are open-end funds advised or sub-advised by Western Asset or an affiliate. A list of such funds is available from the Legal and Compliance Department.
10. Transactions in Retirement Accounts and Deferred Compensation Plans:
All purchases or sales of investment companies or funds advised or sub-advised by Western Asset in any retirement account other than your Legg Mason 401(k) participant account or Deferred Compensation Plan must be pre-cleared. Note: Trades in your Legg Mason 401(k) account are not required to be pre-cleared, but are subject to a 60 day holding period if they are Legg Mason funds or if they are advised or sub-advised by Western Asset.
11. Shares of Preferred Stock: You are required to pre-clear all transactions in shares of preferred stock.

C. What trades are not required to be pre-cleared?

1. Common Stocks: As long as the issuer of the securities is not listed on the Western Asset restricted list, you are not required to pre-clear publicly traded common stocks unless you have been designated as an Equity Access Person. All Western Asset employees are also required to pre-clear an equity security in the case of a private placement or an initial public offering (see paragraphs 6 and 7 in Section C above).
2. Government Securities: Trades in any direct obligations of the U.S. Government or any G7 government are not required to be pre-cleared.
3. High Quality Short-term Debt Instruments: High quality short term debt instruments including bankers acceptances, bank certificates of deposit, commercial paper, variable-rate demand notes, repurchase agreements and other 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) are not required to be pre-cleared.
4. Money Market Funds: Trades in any investment company or fund that is a money market fund are not required to be pre-cleared.
5. Open-End Mutual Funds: Trades in open-end mutual funds that are not advised or sub-advised by Western Asset are not required to be pre-cleared.
6. Closed-End Mutual Funds and Exchange Traded Funds ("ETFs"): For purposes of the Code of Ethics, shares of closed end mutual funds and ETFs are treated as shares of common stock. Accordingly, transactions of closed end mutual funds and ETFs are not required to be pre-cleared unless the employee is designated as an Equity Access Person or unless the closed end mutual fund is advised by Western Asset.
7. Transactions Retirement Accounts and Deferred Compensation Plans:
Purchases or sales of investment companies or funds in your Legg Mason 401(k) participant account or Deferred Compensation Plan are not required to be pre-cleared. Note: Trades in your Legg Mason 401(k) account are not required to be pre-cleared, but are subject to a holding period requirement if they are advised or sub-advised by Western Asset.
8. Systematic Investment Plans: Any purchases or sales that are made pursuant to a systematic investment or withdrawal plan that has previously been approved by a Pre-Clearance Officer. A systematic investment plan is any plan where a sale or purchase will be automatically made on a regular, predetermined basis without your authorization for each transaction. The first instruction must be pre-cleared, but each subsequent purchase is not required to be pre-cleared unless changes are made to the terms of the standing order.

14

9. No Knowledge: Securities transactions where you have no knowledge of the transaction before it is completed (for example, a transaction effected by a Trustee of a blind trust or discretionary trades involving an investment partnership or investment club, when you are neither consulted nor advised of the trade before it is executed) are not required to be pre-cleared.
10. Certain Corporate Actions: Any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, exercise of rights or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities is not required to be pre-cleared.
11. Options-Related Activity: Any acquisition or disposition of a security in connection with an option-related transaction that has been previously approved. For example, if you receive approval to write a covered call, and the call is later exercised, you are not required to obtain pre-clearance in order to exercise the call.
12. Commodities, Futures and Options on Futures: Any transaction involving commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks) and options on futures. Pre-clearance is required for any single issuer derivatives, such as single stock futures.
13. 529 College Savings Plans: Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code, unless the underlying investment includes open-end funds advised or sub-advised by Western Asset or an affiliate.
14. Miscellaneous: Any transaction in any other securities as the Western Asset Chief Compliance Officer may designate on the grounds that the risk of abuse is minimal or non-existent.

D. How does pre-clearance process work?

1. Understand the Pre-clearance requirements: Review Section VI.C to determine if the security requires pre-clearance.
2. Trading Authorization Form: A Trading Authorization Form should be obtained and completed.
3. Submission for approval: The form must be submitted to a Pre-clearance Officer for a determination of approval or denial. The Chief Compliance Officer shall designate Pre-clearance Officers to consider requests for approval or denials.
4. Approval or Denial: The Pre-clearance Officer shall determine whether approval of the proposed trade would place the individual's interests ahead of the interests of Western Asset clients (including the Funds). To be valid, a Pre-clearance Officer must sign the Trading Authorization Form.
5. Expiration of Trading Permission: Trade authorizations expire at the end of the trading day during which authorization is granted. Trade authorizations also expire if they are revoked or if you learn that the information provided in the Trade Authorization request is not accurate. If the authorization expires, a new authorization must be obtained before the trade order may be placed. If an order is placed but has not been executed before the authorization expires (e.g., a limit order), no new authorization is necessary unless the order is amended in any way.

15

6. Transactions of a Pre-clearance Officer: A Pre-clearance Officer may not approve his or her own Trading Authorization Form.
7. Proxies: You may designate a representative to complete and submit a Trade Authorization Form if you are unable to complete the form on your behalf in order to obtain proper authorization.

16

VII. PERSONAL TRADING RESTRICTIONS

A. In addition to reporting and pre-clearance obligations, you are also subject to restrictions regarding the manner in which you trade and hold securities in any personal investment accounts for which you report transactions. (Section V of this Code of Ethics describes which accounts must be reported.)

B. For all Western Asset employees:

1. Market manipulation: You shall not execute any securities transactions with the intent to raise, lower, or maintain the price of any security or to falsely create the appearance of trading activity.
2. Trading on inside information: You shall not purchase or sell any security if you have material nonpublic information about the security or the issuer of the security. You are also subject to Western Asset's policy on insider trading. This policy applies both to personal transactions and to transactions executed by Western Asset personnel on behalf of client accounts.
3. Excessive personal trading: You may not engage in excessive personal trading, as may be set forth in Western Asset policies from time to time.
4. Regardless of whether a transaction is specifically prohibited in this Code of Ethics, you may not engage in any personal securities transactions that (i) impact your ability to carry out your assigned duties or (ii) increase the possibility of an actual or apparent conflict of interest.

C. Initial Public Offerings For Investment Persons: Investment Persons may not purchase any securities through an initial public offering.

D. Holding Periods for certain mutual funds, investment companies and/or unit trusts:

1. Holding periods apply for any funds advised or sub-advised by Western Asset or any affiliate, including both open-end and closed-end funds. Lists of applicable funds will be made available for reference by the Legal and Compliance Department.
2. For Western Asset employees:

a) After purchase in an account of a fund advised by Western Asset or any Legg Mason fund, you must hold that security in that account for at least 60 days from the date of purchase.
b) Note that this limitation also applies to any purchases or sales in your individual retirement account, 401(k), deferred compensation plan, or any similar retirement plan or investment account for you or your immediate family.
c) There is no holding period for purchases or sales done through a systematic investment or withdrawal plan.

17

E. Blackout Periods:

1. One Day Blackout period for all Western Asset employees:

a) You may not purchase or sell a fixed-income security (or any security convertible into a fixed income security) of an issuer on the same day in which Western Asset is purchasing or selling a fixed-income security from that same issuer.
b) Contemporaneous trading activity will be the basis for a denial of a request for trading pre-clearance.

2. Seven Day Blackout period for Investment Persons:

a) You may not purchase or sell a fixed income security (or any security convertible into a fixed income security) if Western Asset purchases or sells securities of the same issuer within seven days before or after the date of your purchase or sale.

3. 60 Day Blackout period for Investment Persons:

a) After the purchase of any fixed income security, you must hold that security for at least 60 calendar days if, at any time during that 60 day period, any fixed income security of the same issuer was held in any Western Asset client account (including Funds).
b) Example: If you purchase a fixed income security, you may not sell that security for 60 days if, at any time during those 60 days, Western Asset held that same security or any other fixed income security of the same issuer. In such a case, you must wait beyond 60 calendar days in order to sell the security.

4. Exceptions to the blackout periods. The blackout periods do not apply to the following transactions:

a) Options on broad-based indices: Transactions in options on the following broad-based indices: S&P 500, S&P 100, NASDAQ 100, Nikkei 300, NYSE Composite, and Wilshire Small Cap indices. The permitted indices may change from time to time by designation of the Chief Compliance Officer.
b) Sovereign Debt of Non-US and non-UK Governments: Transactions in sovereign debt of non-US and non-UK governments with an issue size of greater than $1 billion and issued either in the home currency, US dollars or U.K. Sterling. These transactions may still require pre-clearance if they are issued by non-G7 countries.
c) Pre-Clearance Sought and Obtained in Good Faith: The blackout period restriction may be deemed inapplicable if, consistent with the overarching duty to put client interests ahead of personal or Firm interests, an Access Person making a personal transaction has sought and received pre-clearance. This determination will take into account such factors as the degree of involvement in or access to the persons or teams making the investment decision.

18

VIII. REQUIREMENTS FOR FUND DIRECTORS

A. Interested Directors of the Funds that are also Western Asset, Legg Mason or Claymore employees

1. If you are an Interested Director and also a Western Asset, Legg Mason or Claymore employee, you are subject to all the Code of Ethics requirements that apply to you as a Western Asset, Legg Mason or Claymore employee. Accordingly, if you are a Western Asset employee, you are required to comply with all provisions of this Code of Ethics. If you are a Legg Mason or Claymore employee, you are not subject to the provision of this Code of Ethics, but you are required to comply with the Legg Mason or Claymore Code of Ethics, as applicable.
2. You are also subject to the requirements under Section 16 of the Securities and Exchange Act of 1934. For Interested Directors who are also Western Asset employees, this obligation is addressed in Section V.E. of this Code of Ethics.

B. Interested Directors of the Funds that are not Western Asset, Legg Mason or Claymore employees

1. Applicable Provisions of the Code of Ethics: For an Interested Director that is not a Western Asset, Legg Mason or Claymore employee, only the requirements as set forth in the following Sections of the Code of Ethics shall apply: Section I (Objectives and Spirit of the Code), Section II (Persons Subject to the Code), Section III (Persons Who Administer the Code) and Section V (Reporting of Personal Trading) and Section VIII (Requirements for Fund Directors) shall apply. These sections may also incorporate other parts of the Code of Ethics by reference.
2. Rule 17j-1 Requirements with Respect to Reporting of Personal Trading:
Notwithstanding the requirements set forth in Section V of this Code of Ethics relating to Reporting of Personal Trading, the requirements of
Section V shall only apply to the extent required by Rule 17j-1. In particular, no reporting of any open-end mutual funds is required.
3. Section 16 Reporting: Section 16 of the Securities and Exchange Act of 1934 requires all Directors of closed-end investment companies to report changes in your personal ownership of shares of investment companies for which you a Director. If provided with the necessary information, the Legal and Compliance Department will assist and make filings with the Securities and Exchange Commission on your behalf.
4. Section 16 Personal Trading Restrictions: Section 16 of the Securities and Exchange Act requires a Director to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months.

19

C. Disinterested Directors of the Funds

1. Applicable Provisions of the Code of Ethics: For Disinterested Directors of the Funds, only the following Sections of this Code of Ethics shall apply: Sections I (Objectives and Spirit of the Code), II (Persons Subject to the Code), III (Persons Who Administer the Code), and Section VIII (Requirements of Fund Directors).
2. Reporting of Personal Trading:

a) Disinterested Directors are not required to make any reports that would be otherwise required of Western Asset employees or Interested Directors under this Code of Ethics.
b) Disinterested Directors are required to report any time that the Director purchased or sold a security in which he or she directly or indirectly had a beneficial ownership or a director or indirect interest and knew or should have known in the ordinary course of fulfilling his or her official duties as a Fund Director that the Fund or its advisers purchased or sold or considered purchasing or selling the same security during the 15 days before or after the date on which the Director bought or sold the security.
c) Such reports shall be filed with the Western Asset Legal and Compliance Department for Disinterested Directors of Western Asset Income Fund, Western Asset Funds, Inc., and Western Asset Premier Bond Fund. For Directors of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund, Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2, or Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 3, such reports shall be filed with the Claymore Advisors, LLC Legal Department.

3. Section 16 Reporting: Section 16 of the Securities and Exchange Act of 1934 requires all Directors of closed-end investment companies to report changes in your personal ownership of shares of investment companies for which you a Director. If provided with the necessary information, the Legal and Compliance Department will assist and make filings with the Securities and Exchange Commission on your behalf.
4. Section 16 Personal Trading Restrictions: Section 16 of the Securities and Exchange Act requires a Director to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months.

20