Exhibit (a)(44)

THE RBB FUND, INC.

ARTICLES SUPPLEMENTARY

THE RBB FUND, INC., a Maryland corporation having its principal office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, the Board of Directors of the Corporation has classified One Hundred Million (100,000,000) authorized but unclassified and unissued shares of Common Stock of the Corporation as Class YYY shares of Common Stock representing interests in the Bear Stearns CUFS Fund pursuant to the following resolutions adopted by the Board of Directors of the Corporation on May 25, 2006:

RESOLVED, that pursuant to the authority expressly given to the Board of Directors in Article VI, Section (4) of the Corporation's Charter, the Board hereby classifies authorized and unissued shares of Common Stock of the Corporation, par value $.001 per share, and hereby fixes and determines the rights, preferences, restrictions and other matters relating to such classes of Common Stock as follows:

CLASS YYY SHARES. One Hundred Million (100,000,000) of the authorized, unissued and unclassified shares of the Corporation (par value $.001 per share) are hereby classified and designated as Class YYY shares of Common Stock representing interests in the Bear Stearns CUFS Fund. All shares of Class YYY Common Stock shall be issued without stock certificates.

FURTHER RESOLVED, that a description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as set forth in Article VI, section (6) of the Corporation's Articles of Incorporation and as is set forth elsewhere in the Charter of the Corporation with respect to stock of the Corporation generally, and as follows:

1. To the full extent permitted by applicable law, the Corporation may, without the vote of the shares of any class of capital stock of the Corporation then outstanding and if so determined by the Board of Directors:

(A)(1) sell and convey the assets belonging to Class YYY Common Stock (the "Class") to another trust or corporation that is a management investment company (as defined in the Investment Company Act of 1940, as amended) and is organized under the laws of any state of the United States for consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to the Class and which may include securities issued by such trust or corporation. Following such sale and conveyance, and after making provision for the payment of any liabilities belonging to the Class that are not assumed by the purchaser of the assets belonging to the Class, the Corporation may, at its option, redeem all outstanding shares of the Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors. Notwithstanding any other provision of the Charter of the Corporation to the contrary, the redemption price may be paid in any combination of cash or other assets belonging to the Class, including but not limited to the distribution of the securities or other consideration received by the Corporation for the assets belonging to the Class upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter of the Corporation;

(2) sell and convert the assets belonging to the Class into money and, after making provision for the payment of all obligations, taxes and other liabilities, accrued or contingent, belonging to the Class, the Corporation may, at its option, redeem all outstanding shares of the Class at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter of the Corporation; or

(3) combine the assets belonging to the Class with the assets belonging to any one or more other classes of capital stock of the Corporation if the Board of Directors reasonably determines that such combination will not have a material adverse effect on the stockholders of any class of capital stock of the Corporation participating in such combination. In connection with any such combination of assets, the shares of the Class then outstanding may, if so determined by the Board of Directors, be converted into shares of any other class or classes of capital stock of the Corporation with respect to which conversion is permitted by applicable law, or may be redeemed, at the option of the Corporation, at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, or conversion cost, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter of the Corporation. Notwithstanding any other provision of these Articles Supplementary or the Articles of Incorporation to the contrary, any redemption price, or part thereof, paid pursuant to this section may be paid in shares of any other existing or future class or classes of capital stock of the Corporation; and

(B) without limiting the foregoing, at its option, redeem shares of the Class for any other reason if the Board of Directors has determined that it is in the best interest of the Corporation to do so. Any such redemption shall be at the net asset value of such shares

of the Class less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors and shall be made and effective upon such terms and in accordance with procedures approved by the Board of Directors at such time.

2. The shares of Class YYY Common Stock will be issued without stock certificates.

SECOND: The shares aforesaid have been duly classified by the Board of Directors of the Corporation pursuant to authority and power contained in the Charter of the Corporation.

THIRD: (1) Immediately before the increase in the number of shares of Common Stock that have been classified into separate classes:

(a) the Corporation had the authority to issue thirty billion (30,000,000,000) shares of its Common Stock and the aggregate par value of all the shares of all classes was thirty million dollars ($30,000,000); and

(b) the number of authorized shares of each class was as follows:

Class A           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class B           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class C           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class D           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class E           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class F           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class G           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class H           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class I           -     one billion five hundred million (1,500,000,000), par
                        value $.001 per share;

Class J           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class K           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class L           -     one billion five hundred million (1,500,000,000), par
                        value $.001 per share;

Class M           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class N           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class O           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class P           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class Q           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class R           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class S           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class T           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class U           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class V           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class W           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class X           -     fifty million (50,000,000), par value $.001 per share;

Class Y           -     fifty million (50,000,000), par value $.001 per share;

Class Z           -     fifty million (50,000,000), par value $.001 per share;

Class AA          -     fifty million (50,000,000), par value $.001 per share;

Class BB          -     fifty million (50,000,000), par value $.001 per share;

Class CC          -     fifty million (50,000,000), par value $.001 per share;

Class DD          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class EE          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class FF          -     fifty million (50,000,000), par value $.001 per share;

Class GG          -     fifty million (50,000,000), par value $.001 per share;

Class HH          -     fifty million (50,000,000), par value $.001 per share;

Class II          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class JJ          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class KK          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class LL          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class MM          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class NN          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class OO          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class PP          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class QQ          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class RR          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class SS          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class TT          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class UU          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class VV          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class WW          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class YY          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class ZZ          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class AAA         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class BBB         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class CCC         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class DDD         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class EEE         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class FFF         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class GGG         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class HHH         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class III         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class JJJ         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class KKK         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class LLL         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class MMM         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class NNN         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class OOO         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class PPP         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class QQQ         -     two billion five hundred million (2,500,000,000), par
                        value $.001 per share;

Class RRR         -     two billion five hundred million (2,500,000,000), par
                        value $.001 per share;

Class SSS         -     one hundred million (100,000,000), par value $.001 per
                        shares;

Class TTT         -     fifty million (50,000,000), par value $.001 per share;

Class UUU         -     fifty million (50,000,000), par value $.001 per share;

Class VVV         -     fifty million (50,000,000), par value $.001 per share;

Class WWW         -     fifty million (50,000,000), par value $0.01 per share;

Class XXX         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class Select      -     seven hundred million (700,000,000), par value $.001 per
                        share;

Class Beta 2      -     one million (1,000,000), par value $.001 per share;

Class Beta 3      -     one million (1,000,000), par value $.001 per share;

Class Beta 4      -     one million (1,000,000), par value $.001 per share;

Class Principal Money   seven hundred million (700,000,000), par value $.001 per
                        share;

Class Gamma 2     -     one million (1,000,000), par value $.001 per share;

Class Gamma 3     -     one million (1,000,000), par value $.001 per share;

Class Gamma 4     -     one million (1,000,000), par value $.001 per share;

Class Bear Stearns
Money             -     two billion five hundred million (2,500,000,000), par
                        value $.001 per share;

Class Bear Stearns
Municipal Money   -     one billion five hundred million (1,500,000,000), par
                        value $.001 per share;

Class Bear Stearns
Government Money  -     one billion (1,000,000,000), par value $.001 per share;

Class Delta 4     -     one million (1,000,000), par value $.001 per share;

Class Epsilon 1   -     one million (1,000,000), par value $.001 per share;

Class Epsilon 2   -     one million (1,000,000), par value $.001 per share;

Class Epsilon 3   -     one million (1,000,000), par value $.001 per share;

Class Epsilon 4   -     one million (1,000,000), par value $.001 per share;

Class Zeta 1      -     one million (1,000,000), par value $.001 per share;

Class Zeta 2      -     one million (1,000,000), par value $.001 per share;

Class Zeta 3      -     one million (1,000,000), par value $.001 per share;

Class Zeta 4      -     one million (1,000,000), par value $.001 per share;

Class Eta 1       -     one million (1,000,000), par value $.001 per share;

Class Eta 2       -     one million (1,000,000), par value $.001 per share;

Class Eta 3       -     one million (1,000,000), par value $.001 per share;

Class Eta 4       -     one million (1,000,000), par value $.001 per share;

Class Theta 1     -     one million (1,000,000), par value $.001 per share;

Class Theta 2     -     one million (1,000,000), par value $.001 per share;

Class Theta 3     -     one million (1,000,000), par value $.001 per share;

Class Theta 4     -     one million (1,000,000), par value $.001 per share;

for a total of twenty-six billion four hundred seventy-three million (26,473,000,000) shares classified into separate classes of common stock.

(2) After the increase in the number of shares of common stock that have been classified into separate classes:

(a) the Corporation has the authority to issue thirty billion (30,000,000,000) shares of its Common Stock and the aggregate par value of all the shares of all classes is thirty million dollars ($30,000,000); and

(b) the number of authorized shares of each class is now as follows:

Class A           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class B           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class C           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class D           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class E           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class F           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class G           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class H           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class I           -     one billion five hundred million (1,500,000,000), par
                        value $.001 per share;

Class J           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class K           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class L           -     one billion five hundred million (1,500,000,000), par
                        value $.001 per share;

Class M           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class N           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class O           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class P           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class Q           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class R           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class S           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class T           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class U           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class V           -     five hundred million (500,000,000), par value $.001 per
                        share;

Class W           -     one hundred million (100,000,000), par value $.001 per
                        share;

Class X           -     fifty million (50,000,000), par value $.001 per share;

Class Y           -     fifty million (50,000,000), par value $.001 per share;

Class Z           -     fifty million (50,000,000), par value $.001 per share;

Class AA          -     fifty million (50,000,000), par value $.001 per share;

Class BB          -     fifty million (50,000,000), par value $.001 per share;

Class CC          -     fifty million (50,000,000), par value $.001 per share;

Class DD          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class EE          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class FF          -     fifty million (50,000,000), par value $.001 per share;

Class GG          -     fifty million (50,000,000), par value $.001 per share;

Class HH          -     fifty million (50,000,000), par value $.001 per share;

Class II          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class JJ          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class KK          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class LL          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class MM          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class NN          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class OO          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class PP          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class QQ          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class RR          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class SS          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class TT          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class UU          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class VV          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class WW          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class YY          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class ZZ          -     one hundred million (100,000,000), par value $.001 per
                        share;

Class AAA         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class BBB         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class CCC         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class DDD         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class EEE         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class FFF         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class GGG         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class HHH         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class III         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class JJJ         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class KKK         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class LLL         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class MMM         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class NNN         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class OOO         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class PPP         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class QQQ         -     two billion five hundred million (2,500,000,000), par
                        value $.001 per share;

Class RRR         -     two billion five hundred million (2,500,000,000), par
                        value $.001 per share;

Class SSS         -     one hundred million (100,000,000), par value $.001 per
                        shares;

Class TTT         -     fifty million (50,000,000), par value $.001 per share;

Class UUU         -     fifty million (50,000,000), par value $.001 per share;

Class VVV         -     fifty million (50,000,000), par value $.001 per share;

Class WWW         -     fifty million (50,000,000), par value $0.01 per share;

Class XXX         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class YYY         -     one hundred million (100,000,000), par value $.001 per
                        share;

Class Select      -     seven hundred million (700,000,000), par value $.001 per
                        share;

Class Beta 2      -     one million (1,000,000), par value $.001 per share per
                        share;

Class Beta 3      -     one million (1,000,000), par value $.001 per share per
                        share;

Class Beta 4      -     one million (1,000,000), par value $.001 per share per
                        share;

Class Principal Money   seven hundred million (700,000,000), par value $.001 per
                        share;

Class Gamma 2     -     one million (1,000,000), par value $.001 per share per
                        share;

Class Gamma 3     -     one million (1,000,000), par value $.001 per share;

Class Gamma 4     -     one million (1,000,000), par value $.001 per share;

Class Bear Stearns
Money             -     two billion five hundred million (2,500,000,000), par
                        value $.001 per share;

Class Bear Stearns
Municipal Money   -     one billion five hundred million (1,500,000,000), par
                        value $.001 per share;

Class Bear Stearns
Government Money  -     one billion (1,000,000,000), par value $.001 per share;

Class Delta 4     -     one million (1,000,000), par value $.001 per share;

Class Epsilon 1   -     one million (1,000,000), par value $.001 per share;

Class Epsilon 2   -     one million (1,000,000), par value $.001 per share;

Class Epsilon 3   -     one million (1,000,000), par value $.001 per share;

Class Epsilon 4   -     one million (1,000,000), par value $.001 per share;

Class Zeta 1      -     one million (1,000,000), par value $.001 per share;

Class Zeta 2      -     one million (1,000,000), par value $.001 per share;

Class Zeta 3      -     one million (1,000,000), par value $.001 per share;

Class Zeta 4      -     one million (1,000,000), par value $.001 per share;

Class Eta 1       -     one million (1,000,000), par value $.001 per share;

Class Eta 2       -     one million (1,000,000), par value $.001 per share;

Class Eta 3       -     one million (1,000,000), par value $.001 per share;

Class Eta 4       -     one million (1,000,000), par value $.001 per share;

Class Theta 1     -     one million (1,000,000), par value $.001 per share;

Class Theta 2     -     one million (1,000,000), par value $.001 per share;

Class Theta 3     -     one million (1,000,000), par value $.001 per share;

Class Theta 4     -     one million (1,000,000), par value $.001 per share;

for a total of twenty-six billion five hundred seventy-three million (26,573,000,000) shares classified into separate classes of common stock.

FOURTH: These Articles Supplementary do not increase the total number of shares that the Company is authorized to issue or the aggregate par value thereof.

IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on the 25th day of May, 2006.

THE RBB FUND, INC.

WITNESS:

By: /s/ Tina M. Payne                             By: /s/ Edward J. Roach
    -------------------------                        ------------------------
        Tina M. Payne                                 Edward J. Roach
        Secretary                                     President

CERTIFICATE

THE UNDERSIGNED, President of The RBB Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges that the foregoing Articles Supplementary are the act of the said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

/s/ Edward J. Roach
----------------------------------
Edward J. Roach
President and Treasurer

Exhibit (d)(31)

FORM OF INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of [__________], 2006, between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and BEAR STEARNS ASSET MANAGEMENT INC. (herein called the "Investment Adviser").

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the "1940 Act"), and currently offers or proposes to offer shares representing interests in separate investment portfolios;

WHEREAS, the Fund desires to retain the Investment Adviser to render certain investment advisory services to the Fund with respect to the Fund's Bear Stearns Fund (the "Portfolio"), and the Investment Adviser is willing to so render such services; and

WHEREAS, the Board of Directors of the Fund have approved this Agreement, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed between the parties hereto as follows:

SECTION 1. APPOINTMENT. The Fund hereby appoints the Investment Adviser to act as investment adviser for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

SECTION 2. DELIVERY OF DOCUMENTS. The Fund has furnished the Investment Adviser with copies properly certified or authenticated of each of the following:

(a) Resolutions of the Board of Directors of the Fund authorizing the appointment of the Investment Adviser and the execution and delivery of this Agreement;

(b) Each prospectus and statement of additional information relating to any class of Shares representing interests in the Portfolio of the Fund in effect under the Securities Act of 1933 (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and "Statement of Additional Information," respectively).

The Fund will promptly furnish the Investment Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

In addition to the foregoing, the Fund will also provide the Investment Adviser with copies of the Fund's Charter and By-laws, and any registration statement or service

contracts related to the Portfolio, and will promptly furnish the Investment Adviser with any amendments of or supplements to such documents.

SECTION 3. MANAGEMENT. Subject to the supervision of the Board of Directors of the Fund, the Investment Adviser will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Adviser will provide the services rendered by it hereunder in accordance with the Portfolio's investment objectives, restrictions and policies as stated in the applicable Prospectus and Statement of Additional Information, provided that the Investment Adviser has actual notice or knowledge of any changes by the Board of Directors to such investment objectives, restrictions or policies. The Investment Adviser further agrees that it will render to the Fund's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Adviser agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio.

SECTION 4. BROKERAGE. Subject to the Investment Adviser's obligation to obtain best price and execution, the Investment Adviser shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Adviser places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker 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 to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.

The Investment Adviser shall report to the Board of Directors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the

Investment Adviser to the Fund and the Investment Adviser's other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934.

SECTION 5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment Adviser further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Adviser in the performance of its duties hereunder. The Investment Adviser will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. Where the Investment Adviser maybe exposed to civil or criminal contempt proceedings for failure to comply with a request for records or other information relating to the Fund, the Investment Adviser may comply with such request prior to obtaining the Fund's written approval, provided that the Investment Adviser has taken reasonable steps to promptly notify the Fund, in writing, upon receipt of the request.

SECTION 6. SERVICES NOT EXCLUSIVE. The Investment Adviser and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Adviser to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund.

Nothing in this Agreement shall limit or restrict the Investment Adviser or any of its partners, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Fund acknowledges that the Investment Adviser and its partners, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Portfolio. The Investment Adviser shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Adviser, its partners, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Investment Adviser not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.

The Investment Adviser agrees that this Section 6 does not constitute a waiver by the Fund of the obligations imposed upon the Investment Adviser to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Fund of the obligations imposed upon the Investment Adviser under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the Investment Adviser agrees that this
Section 6 does not constitute a waiver by the Fund of the fiduciary obligation of the Investment Adviser

arising under federal or state law, including Section 36 of the 1940 Act. The Investment Adviser agrees that this Section 6 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.

SECTION 7. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Investment Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Adviser further agrees to preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1 under the 1940 Act.

SECTION 8. EXPENSES. During the term of this Agreement, the Investment Adviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Portfolio shall bear all of its own expenses not specifically assumed by the Investment Adviser. General expenses of the Fund not readily identifiable as belonging to a Portfolio of the Fund shall be allocated among all investment portfolios by or under the direction of the Fund's Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by the Portfolio shall include, but are not limited to, the following (or the Portfolio's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio by the Investment Adviser; (c) filing fees and expenses relating to the registration and qualification of the Fund and the Portfolio's shares under federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Fund's directors and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Fund or the Portfolio for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors;
(i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (1) any extraordinary expenses;
(m) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (n) costs of mailing and tabulating proxies and costs of shareholders' and directors' meetings; (o) costs of independent pricing services to value a portfolio's securities; and (p) the costs of investment company literature and other publications provided by the Fund to its directors and officers. Distribution expenses, transfer agency expenses, expenses of preparation, printing and mailing, prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular class of the Fund are allocated to such class.

SECTION 9. VOTING. The Investment Adviser shall have the authority to vote as agent for the Fund, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which the Portfolio's assets may be invested from time to time,

subject to such policies and procedures as the Board of Directors of the Fund may adopt from time to time.

SECTION 10. RESERVATION OF NAME. The Investment Adviser shall at all times have all rights in and to the Portfolio's name and all investment models used by or on behalf of the Portfolio. The Investment Adviser may use the Portfolio's name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. The Fund hereby agrees that in the event that neither the Investment Adviser nor any of its affiliates acts as investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not contain the names "Bear Stearns" or the initials "BS" or otherwise suggest an affiliation with the Investment Adviser.

SECTION 11. COMPENSATION. (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Adviser from the assets of the Portfolio and the Investment Adviser will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of 0.48% of the Portfolio's average daily net assets. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. (b) The fee attributable to the Portfolio shall be satisfied only against assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser.

SECTION 12. LIMITATION OF LIABILITY. The Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Portfolio will indemnify the Investment Adviser against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Adviser. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Adviser was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in a written opinion. The Investment Adviser shall be entitled to advances from the Portfolio for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Adviser shall provide to the Portfolio a written affirmation of its good faith belief that the

standard of conduct necessary for indemnification by the Portfolio has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Adviser shall provide a security in form and amount acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Portfolio at the time the advance is proposed to be made, that there is reason to believe that the Investment Adviser will ultimately be found to be entitled to indemnification. Any amounts payable by the Portfolio under this Section shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund.

The limitations on liability and indemnification provisions of this
Section 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Investment Adviser's rights to the Portfolio's name. The Investment Adviser shall indemnify and hold harmless the Fund and the Portfolio for any claims arising from the use of the terms "Bear Stearns" or "BS" in the name of the Portfolio.

SECTION 13. DURATION AND TERMINATION. This Agreement shall become effective with respect to the Portfolio as of the date first above written and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 2007. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio for successive annual periods ending on August 16, PROVIDED such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; PROVIDED, HOWEVER, that this Agreement may be terminated with respect to the Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days' prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 60 days' prior written notice to the Fund. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act).

SECTION 14. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought, and no amendment of this Agreement affecting the Portfolio shall be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Portfolio.

SECTION 15. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the

benefit of the parties hereto and their respective successors and shall be governed by Delaware law.

SECTION 16. NOTICE. All notices hereunder shall be given in writing and delivered by hand, national overnight courier, facsimile (provided written confirmation of receipt is obtained and said notice is sent via first class mail on the next business day) or mailed by certified mail, return receipt requested, as follows:

If to the Investment Adviser:

Bear Stearns Asset Management Inc.

Stephen Bernstein
General Counsel
Bear Stearns Asset Management Inc. 383 Madison Avenue, 30th Floor New York, New York 10179
Fax:

If to the Fund:

The RBB Fund, Inc.
400 Bellevue Parkway
Suite 100
Wilmington, DE 19809
Attn: Edward J. Roach
Fax: 302-791-4830

The effective date of any notice shall be (i) the date such notice is sent if such delivery is effected by hand or facsimile, (ii) one business day after the date such notice is sent if such delivery is effected by national overnight courier; or (iii) the fifth (5th) Business Day after the date of mailing thereof.

SECTION 17. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.

SECTION 18. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

THE RBB FUND, INC.

By: __________________________
Name: Edward J. Roach
Title:President and Treasurer

BEAR STEARNS ASSET MANAGEMENT INC.

By: __________________________
Name:
Title:

Exhibit (e)(11)

DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Fund, Inc.

Robeco WPG Core Bond Fund

Retirement Class

This supplemental agreement is entered into this 31st day of August, 2005, by and between THE RBB FUND, INC. (the "Company") and PFPC DISTRIBUTORS, INC. (the "Distributor").

The Company is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Company and the Distributor have entered into a Distribution Agreement, dated as of January 2, 2001 (as from time to time amended and supplemented, the "Distribution Agreement"), pursuant to which the Distributor has undertaken to act as distributor for the Company, as more fully set forth therein. Certain capitalized terms used without definition in this Distribution Agreement Supplement have the meaning specified in the Distribution Agreement.

The Company agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby adopted for the Robeco WPG Core Bond Fund Retirement Class of Common Stock (Class SSS) of the Company (the "Class").

2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by the Distributor on behalf of the Class as provided in the Distribution Agreement and herein, the Company shall pay the Distributor no compensation.

3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.

THE RBB FUND, INC. PFPC DISTRIBUTORS, INC.

By:    /s/ Edward J. Roach                     By: /s/ Bruno Distefano
       -------------------                         -------------------
Name:  Edward J. Roach                         Name:  Bruno Distefano
Title: President                               Title: Vice President

Exhibit (e)(12)

DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Fund, Inc.

Robeco WPG Core Bond Fund

Investor Class

This supplemental agreement is entered into this 26th day of November, 2005, by and between THE RBB FUND, INC. (the "Company") and PFPC DISTRIBUTORS, INC. (the "Distributor").

The Company is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Company and the Distributor have entered into a Distribution Agreement, dated as of January 2, 2001 (as from time to time amended and supplemented, the "Distribution Agreement"), pursuant to which the Distributor has undertaken to act as distributor for the Company, as more fully set forth therein. Certain capitalized terms used without definition in this Distribution Agreement Supplement have the meaning specified in the Distribution Agreement.

The Company agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby adopted for the Robeco WPG Core Bond Fund Investor Class of Common Stock (Class XXX) of the Company (the "Class").

2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by the Distributor on behalf of the Class as provided in the Distribution Agreement and herein, the Company shall pay the Distributor no compensation.

3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.

THE RBB FUND, INC. PFPC DISTRIBUTORS, INC.

By:    /s/ Edward J. Roach                   By: /s/ Bruno Distefano
       -------------------                       -------------------
Name:  Edward J. Roach                       Name:  Bruno Distefano
Title: President                             Title: Vice President

Exhibit (e)(13)

FORM OF DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Fund, Inc.

Bear Stearns CUFS Fund

This supplemental agreement is entered into this ___ day of ________, 2006, by and between THE RBB FUND, INC. (the "Company") and PFPC DISTRIBUTORS, INC. (the "Distributor").

The Company is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Company and the Distributor have entered into a Distribution Agreement, dated as of January 2, 2001 (as from time to time amended and supplemented, the "Distribution Agreement"), pursuant to which the Distributor has undertaken to act as distributor for the Company, as more fully set forth therein. Certain capitalized terms used without definition in this Distribution Agreement Supplement have the meaning specified in the Distribution Agreement.

The Company agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby adopted for the Bear Stearns CUFS Fund Class of Common Stock of the Company (the "Class").

2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by the Distributor on behalf of the Class as provided in the Distribution Agreement and herein, the Company shall pay the Distributor no compensation.

3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.

THE RBB FUND, INC.                          PFPC DISTRIBUTORS, INC.


By:                                         By:
       -----------------------                 ----------------------------
Name:  Edward J. Roach                      Name:

Title: President Title:

Exhibit (g)(20)

MUTUAL FUND CUSTODY AND

SERVICES AGREEMENT

                                TABLE OF CONTENTS

SECTION                                                                     PAGE
-------                                                                     ----
DEFINITIONS....................................................................2
ARTICLE I - CUSTODY PROVISIONS.................................................4
   1.     APPOINTMENT OF CUSTODIAN.............................................4
   2.     CUSTODY OF CASH AND SECURITIES.......................................4
   3.     SETTLEMENT OF SERIES TRANSACTIONS....................................8
   4.     LENDING OF SECURITIES................................................8
   5.     PERSONS HAVING ACCESS TO ASSETS OF THE SERIES........................8
   6.     STANDARD OF CARE; SCOPE OF CUSTODIAL RESPONSIBILITIES................9
   7.     APPOINTMENT OF SUBCUSTODIANS........................................11
   8.     OVERDRAFT FACILITY AND SECURITY FOR PAYMENT.........................11
   9.     TAX OBLIGATIONS.....................................................12
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES.................................12
   1.     DELEGATION..........................................................12
   2.     CHANGES TO APPENDIX C...............................................12
   3.     REPORTS TO BOARD....................................................12
   4.     MONITORING SYSTEM...................................................13
   5.     STANDARD OF CARE....................................................13
   6.     USE OF SECURITIES DEPOSITORIES......................................13
ARTICLE III - INFORMATION SERVICES............................................13
   1.     RISK ANALYSIS.......................................................13
   2.     MONITORING OF SECURITIES DEPOSITORIES...............................13
   3.     USE OF AGENTS.......................................................13
   4.     EXERCISE OF REASONABLE CARE.........................................13
   5.     LIABILITIES AND WARRANTIES..........................................14
ARTICLE IV - GENERAL PROVISIONS...............................................14
   1.     COMPENSATION........................................................14
   2.     INSOLVENCY OF FOREIGN CUSTODIANS....................................14
   3.     LIABILITY FOR DEPOSITORIES..........................................14
   4.     DAMAGES.............................................................14
   5.     INDEMNIFICATION; LIABILITY OF THE SERIES............................15
   6.     FORCE MAJEURE.......................................................15
   7.     TERMINATION.........................................................15
   8.     INSPECTION OF BOOKS AND RECORDS.....................................16
   9.     MISCELLANEOUS.......................................................16
APPENDIX A. AUTHORIZED PERSONS................................................19
APPENDIX B. FUND OFFICERS.....................................................20
APPENDIX C. SELECTED COUNTRIES................................................21
APPENDIX D. LIST OF FUNDS.....................................................22
EXHIBIT A. CUSTOMER IDENTIFICATION PROGRAM NOTICE.............................24

MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT

THIS AGREEMENT, effective as of the 29th day of April, 2005, and is between THE RBB FUND, INC., (the "Fund") a corporation organized under the laws of the State of Maryland having its principal office and place of business at 400 Bellevue Parkway, Suite 100, Wilmington, DE 19809, and MELLON TRUST OF NEW ENGLAND, N.A., (the "Custodian") a national banking association with its principal place of business at One Boston Place, Boston, MA 02108.

W I T N E S S E T H:

WHEREAS, the Custodian (formerly known as Boston Safe Deposit and Trust Company) has previously provided custody and related services to certain Weiss Peck and Greer Funds ("WPG");

WHEREAS, effective April 29, 2005, WPG was acquired by the Fund pursuant to a Reorganization Agreement between WPG and the Fund;

WHEREAS, the Fund and the Custodian hereby wish to provide for the continuation of services with respect to the former WPG funds;

WHEREAS, the Fund is authorized to issue shares in separate series with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made the Series listed on Appendix D subject to this Agreement (each such series, together with all other series subsequently established by the Fund and made subject to the Agreement in accordance with the terms hereof, shall be referred to as a "Series" and collectively as the "Series");

WHEREAS, the Fund and the Custodian desire to set forth their agreement with respect to the custody of the Series' Securities and cash and the processing of Securities transactions;

WHEREAS, the Board desires to delegate certain of its responsibilities for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 to the Custodian as a Foreign Custody Manager;

WHEREAS, the Custodian agrees to accept such delegation with respect to Assets, including those held by Foreign Custodians in the Selected Countries as set forth in jurisdictions listed on APPENDIX C as set forth in Article II; and

WHEREAS, the Custodian agrees to perform the function of a Primary Custodian under Rule 17f-7;

NOW THEREFORE, the Fund and the Custodian agree as follows:

DEFINITIONS

The following words and phrases, unless the context requires otherwise, shall have the following meanings:

1. "ACT": the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time.

2. "AGREEMENT": this agreement and any amendments.

3. "ASSETS": any of the Series' investments, including foreign currencies and investments for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Series' transactions in such investments.

4. "AUTHORIZED PERSON": the Chairman of the Fund's Board, its President, and any Vice President, Secretary, Treasurer or any other person, whether or not any such person is an officer or employee of the Fund, duly authorized by the Board to add or delete jurisdictions pursuant to Article II and to give Instructions on behalf of a Series which is listed in the Certificate annexed hereto as APPENDIX A or such other Certificate as may be received by the Custodian from time to time.

5. "BOARD": the Board of Managers (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of the Fund.

6. "BOOK-ENTRY SYSTEM": the Federal Reserve/Treasury book-entry system for United States and federal agency Securities, its successor or successors and its nominee or nominees.

7. "BUSINESS DAY": any day on which the Series, the Custodian, the Book-Entry System and appropriate clearing corporation(s) are open for business.

8. "CERTIFICATE": any notice, instruction or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, which is actually received by the Custodian and signed on behalf of a Series by an Authorized Person or Persons designated by the Board to issue a Certificate.

9. "ELIGIBLE SECURITIES DEPOSITORY": the meaning of the term set forth in Rule 17f-7(b)(1).

10. "FOREIGN CUSTODIAN": (a) a banking institution or trust company incorporated or organized under the laws of a country other than the United States, that is regulated as such by the country's government or an agency of the country's government; (b) a majority-owned direct or indirect subsidiary of a U.S. Bank or bank-holding company; or (c) any entity other than a Securities Depository with respect to which exemptive or no-action relief has been granted by the Securities and Exchange Commission. For the avoidance of doubt, the term "Foreign Custodian" shall not include Euroclear,

Clearstream, Bank One or any other transnational system for the central handling of securities or equivalent book-entries regardless of whether or not such entities or their service providers are acting in a custodial capacity with respect to Assets, Securities or other property of the Series.

11. "FOREIGN CUSTODY MANAGER": the meaning set forth in Rule 17f-5(a)(3).

12. "INSTRUCTIONS": (i) all directions to the Custodian from an Authorized Person pursuant to the terms of this Agreement; (ii) all directions by or on behalf of the Fund to the Custodian in its corporate capacity (or any of its affiliates) with respect to contracts for foreign exchange; (iii) all directions by or on behalf of the Fund pursuant to an agreement with Custodian (or any of its affiliates) with respect to benefit disbursement services or information or transactional services provided via a web site sponsored by the Custodian (or any of its affiliates) (e.g., the "Workbench web site") and (iv) all directions by or on behalf of the Fund pursuant to any other agreement or procedure between the Custodian (or any of its affiliates) and the Fund, if such agreement or procedure specifically provides that authorized persons thereunder are deemed to be authorized to give instructions under this Agreement. Instructions shall be in writing, transmitted by first class mail, overnight delivery, private courier, facsimile, or any other method, including electronic transmission subject to the Custodian's practices, or any other method specifically agreed to in writing by the Fund and Custodian, provided that the Custodian may, in its discretion, accept oral directions and instructions from an Authorized Person and may require confirmation in writing.

13. "PRIMARY CUSTODIAN": the meaning set forth in Rule 17f-7(b)(2).

14. "PROSPECTUS": a Series' current prospectus and statement of additional information relating to the registration of the Shares under the Securities Act of 1933, as amended.

15. "RISK ANALYSIS": the analysis required under Rule 17f-7(a)(1)(i)(A).

16. "RULES 17F-4, 17F-5 and 17F-7": such Rules as promulgated under Section 17(f) of the Act, as such rules (and any successor rules or regulations) may be amended from time to time.

17. "SECURITY" or "SECURITIES": bonds, debentures, notes, stocks, shares, evidences of indebtedness, and other securities, commodities, interests and investments from time to time owned by the Series.

18. "SECURITIES DEPOSITORY": a system for the central handling of securities as defined in Rule 17f-4.

19. "SELECTED COUNTRIES": the jurisdictions listed on APPENDIX C as such may be amended from time to time in accordance with Article II.

20. "SHARES": shares of each Series, however designated.

ARTICLE I. - CUSTODY PROVISIONS

1. APPOINTMENT OF CUSTODIAN. The Board appoints, and the Custodian accepts appointment as custodian of all the Securities and monies at the time owned by or in the possession of the Series during the period of this Agreement.

2. CUSTODY OF CASH AND SECURITIES.

a. RECEIPT AND HOLDING OF ASSETS. The Series will deliver or cause to be delivered to the Custodian all Securities and monies owned by it at any time during the period of this Custody Agreement. The Custodian will not be responsible for such Securities and monies until actually received. The Board specifically authorizes the Custodian to hold Securities, Assets or other property of the Series with any domestic subcustodian, or Securities Depository, and Foreign Custodians or Eligible Securities Depositories in the Selected Countries as provided in Article II. Securities and monies of the Series deposited in a Securities Depository or Eligible Securities Depositories will be reflected in an account or accounts which include only assets held by the Custodian or a Foreign Custodian for its customers.

b. DISBURSEMENTS OF CASH AND DELIVERY OF SECURITIES. The Custodian shall disburse cash or deliver out Securities only for the purposes listed below. Instructions must specify or evidence the purpose for which any transaction is to be made and the Series shall be solely responsible to assure that Instructions are in accord with any limitations or restrictions applicable to the Series

(1) In payment for Securities purchased for the applicable Series;

(2) In payment of dividends or distributions with respect to Shares;

(3) In payment for Shares which have been redeemed by the applicable Series;

(4) In payment of taxes;

(5) When Securities are sold, called, redeemed, retired, or otherwise become payable;

(6) In exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan or merger, consolidation, reorganization, recapitalization or readjustment;

(7) Upon conversion of Securities pursuant to their terms into other securities;

(8) Upon exercise of subscription, purchase or other similar rights

represented by Securities;

(9) For the payment of interest, management or supervisory fees, distributions or operating expenses;

(10) In payment of fees and in reimbursement of the expenses and liabilities of the Custodian attributable to the applicable Series;

(11) In connection with any borrowings by the applicable Series or short sales of securities requiring a pledge of Securities, but only against receipt of amounts borrowed;

(12) In connection with any loans, but only against receipt of adequate collateral as specified in Instructions which shall reflect any restrictions applicable to the Series.

(13) For the purpose of redeeming Shares of the capital stock of the applicable Series and the delivery to, or the crediting to the account of, the Custodian or the applicable Series' transfer agent, such Shares to be purchased or redeemed;

(14) For the purpose of redeeming in kind Shares of the applicable Series against delivery to the Custodian, its Subcustodian or the Customer Series' transfer agent of such Shares to be so redeemed;

(15) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund. The Custodian will act only in accordance with Instructions in the delivery of Securities to be held in escrow and will have no responsibility or liability for any such Securities which are not returned promptly when due other than to make proper requests for such return;

(16) For spot or forward foreign exchange transactions to facilitate security trading, receipt of income from Securities or related transactions;

(17) Upon the termination of this Agreement; and

(18) For other proper purposes as may be specified in Instructions issued by an officer of the Fund which shall include a statement of the purpose for which the delivery or payment is to be made, the amount of the payment or specific Securities to be delivered, the name of the person or persons to whom delivery or payment is to be made, and a Certificate stating that the purpose is a proper purpose under the instruments governing the Fund.

c. ACTIONS WHICH MAY BE TAKEN WITHOUT INSTRUCTIONS. Unless an Instruction to the contrary is received, the Custodian shall:

(1) Collect all income due or payable, provided that the Custodian shall not be responsible for the failure to receive payment of (or late payment of) distributions or other payments with respect to Securities or other property held in the account;

(2) Present for payment and collect the amount payable upon all Securities which may mature or be called, redeemed, retired or otherwise become payable. Notwithstanding the foregoing, the Custodian shall have no responsibility to the Series for monitoring or ascertaining any call, redemption or retirement dates with respect to put bonds or similar instruments which are owned by the Series and held by the Custodian or its nominees where such dates are not published in sources routinely used by the Custodian. Nor shall the Custodian have any responsibility or liability to the Series for any loss by the Series for any missed payments or other defaults resulting therefrom, unless the Custodian received timely notification from the Series specifying the time, place and manner for the presentment of any such put bond owned by the Series and held by the Custodian or its nominee. The Custodian shall not be responsible and assumes no liability for the accuracy or completeness of any notification the Custodian may furnish to the Series with respect to put bonds or similar instruments;

(3) Surrender Securities in temporary form for definitive Securities;

(4) Hold directly, or through a Securities Depository with respect to Securities therein deposited, for the account of the applicable Series all rights and similar Securities issued with respect to any Securities held by the Custodian hereunder for that Series;

(5) Submit or cause to be submitted to the applicable Series or its investment advisor as designated by the Fund information actually received by the Custodian regarding ownership rights pertaining to property held for the applicable Series;

(6) Deliver or cause to be delivered any Securities held for the applicable Series in exchange for other Securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;

(7) Deliver or cause to be delivered any Securities held for the applicable Series to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation or recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

(8) Make or cause to be made such transfers or exchanges of the assets

specifically allocated to the applicable Series and take such other steps as shall be stated in Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the applicable Series;

(9) Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Series;

(10) Deliver Securities owned by the applicable Series to the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable; provided, however, that in any such case the cash or other consideration is to be delivered to the Custodian. Notwithstanding the foregoing, the Custodian shall have no responsibility to the Series for monitoring or ascertaining any call, redemption or retirement dates with respect to the put bonds or similar instruments which are owned by the Series and held by the Custodian or its nominee where such dates are not published in sources routinely used by the Custodian. Nor shall the Custodian have any responsibility or liability to the Series for any loss by the Series for any missed payment or other default resulting therefrom unless the Custodian received timely notification from the Series specifying the time, place and manner for the presentment of any such put bond owned by the Series and held by the Custodian or its nominee. The Custodian shall not be responsible and assumes no liability to the Series for the accuracy or completeness of any notification the Custodian may furnish to the applicable Series with respect to put bonds or similar investments;

(11) Endorse and collect all checks, drafts or other orders for the payment of money received by the Custodian for the account of the applicable Series; and

(12) Execute any and all documents, agreements or other instruments as may be necessary or desirable for the accomplishment of the purposes of this Agreement.

d. CONFIRMATION AND STATEMENTS. Promptly after the close of business on each day, the Custodian shall furnish each Series with confirmations and a summary of all transfers to or from the account of the Series during the day. Where securities purchased by a Series are in a fungible bulk of securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of a Securities Depository, the Custodian shall by book-entry or otherwise identify the quantity of those securities belonging to that Series. At least monthly, the Custodian shall furnish each Series with a detailed statement of the Securities and monies held for the Series under this Custody Agreement.

e. REGISTRATION OF SECURITIES. The Custodian is authorized to hold all Securities, Assets, or other property of each Series in nominee name, in bearer form or in book-entry form. The Custodian may register any Securities, Assets or other property of each Series in the name of the Fund or the Series, in the name of the Custodian, any domestic subcustodian, or Foreign Custodian, in the name of any duly appointed registered nominee of such entity, or in the name of a Securities Depository or its

successor or successors, or its nominee or nominees. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of a Securities Depository, any Securities which it may hold for the account of the applicable Series and which may from time to time be registered in the name of the Fund or the applicable Series.

f. SEGREGATED ACCOUNTS. Upon receipt of Instructions, the Custodian will, from time to time establish segregated accounts on behalf of the applicable Series to hold and deal with specified assets as shall be directed.

3. SETTLEMENT OF SERIES TRANSACTIONS.

a. CUSTOMARY PRACTICES. Settlement of transactions may be effected in accordance with trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Fund acknowledges that this may, in certain circumstances, require the delivery of cash or Securities (or other property) without the concurrent receipt of Securities (or other property) or cash. In such circumstances, the Custodian shall have no responsibility for nonreceipt of payments (or late payment) or nondelivery of Securities or other property (or late delivery) by the counterparty.

b. CONTRACTUAL INCOME. The Custodian shall credit the applicable Series, in accordance with the Custodian's standard operating procedure, with income and maturity proceeds on securities on contractual payment date net of any taxes or upon actual receipt. To the extent the Custodian credits income on contractual payment date, the Custodian may reverse such accounting entries to the contractual payment date if the Custodian reasonably believes that such amount will not be received.

c. CONTRACTUAL SETTLEMENT. The Custodian will attend to the settlement of securities transactions in accordance with the Custodian's standard operating procedure, on the basis of either contractual settlement date accounting or actual settlement date accounting. To the extent the Custodian settles certain securities transactions on the basis of contractual settlement date accounting, the Custodian may reverse to the contractual settlement date any entry relating to such contractual settlement if the Custodian reasonably believes that such amount will not be received.

4. LENDING OF SECURITIES. The Custodian may lend the assets of the Series in accordance with the terms and conditions of a separate securities lending agreement, approved by the Fund.

5. PERSONS HAVING ACCESS TO ASSETS OF THE SERIES.

a. No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Series held by the Custodian or be authorized or permitted to withdraw any investments of the Series, nor

shall the Custodian deliver any assets of the Series to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the assets of the Series.

b. Nothing in this Section 5 shall prohibit any duly authorized officer, employee or agent of the Fund, or any duly authorized officer, director, employee or agent of the investment adviser, of any sub-investment adviser of the Series or of the Series' administrator, from giving Instructions to the Custodian or executing a Certificate so long as it does not result in delivery of or access to assets of the Series prohibited by paragraph (a) of this Section 5.

6. STANDARD OF CARE; SCOPE OF CUSTODIAL RESPONSIBILITIES.

a. STANDARD OF CARE. Custodian shall be required to exercise reasonable care with respect to its duties under this Agreement unless otherwise provided.

(1) Notwithstanding any other provision of this Custody Agreement, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of the negligence or willful misconduct of the Custodian.

(2) The Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund or of its own counsel, at the expense of the Fund, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice or opinion. The Fund will reimburse the Custodian for reasonable legal expenses, provided that the Custodian receives the approval of the Fund, which approval may not be unreasonably withheld.

b. SCOPE OF DUTIES. Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for:

(1) The acts or omissions of any agent appointed pursuant to Instructions of the Fund or its investment advisor including, but not limited to, any broker-dealer or other entity to hold any Securities or other property of the Fund as collateral or otherwise pursuant to any investment strategy.

(2) The validity of the issue of any Securities purchased by the Series, the legality of the purchase thereof, or the propriety of the amount paid therefor;

(3) The legality of the sale of any Securities by the Series or the propriety of the amount for which the same are sold;

(4) The legality of the issue or sale of any Shares, or the sufficiency of the amount to be received therefor;

(5) The legality of the redemption of any Shares, or the propriety of the

amount to be paid therefore

(6) The legality of the declaration or payment of any distribution of the Series;

(7) The legality of any borrowing for temporary administrative or emergency purposes.

c. NO LIABILITY UNTIL RECEIPT. The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series until the Custodian actually receives and collects such money.

d. AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not be required to effect collection of any amount due to the Series from the Series' transfer agent nor be required to cause payment or distribution by such transfer agent of any amount paid by the Custodian to the transfer agent.

e. COLLECTION WHERE PAYMENT REFUSED. The Custodian shall not be required to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until it shall be directed to take such action and it shall be assured to its satisfaction of reimbursement of its related costs and expenses.

f. NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under any duty or obligation to ascertain whether any Securities at any time delivered to or held by it for the Series are such as may properly be held by the Series under the provisions of its governing instruments or Prospectus.

g. RELIANCE ON INSTRUCTIONS. The Custodian shall be entitled to rely upon any Instruction, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an officer or Authorized Person of the Series. Where the Custodian is issued Instructions orally, the Series acknowledge that if written confirmation is requested, the validity of the transactions or enforceability of the transactions authorized by the Series shall not be affected if such confirmation is not received or is contrary to oral Instructions given. The Custodian shall be fully protected in acting in accordance with all such Instructions and in failing to act in the absence thereof. The Custodian shall be under no duty to question any direction of an Authorized Person with respect to the portion of the account over which such Authorized Person has authority, to review any property held in the account, to make any suggestions with respect to the investment and reinvestment of the assets in the account, or to evaluate or question the performance of any Authorized Person. The Custodian shall not be responsible or liable for any diminution of value of any securities or other property held by the Custodian or its subcustodians pursuant to Instructions. In following Instructions, the Custodian shall be fully protected and shall not be liable for the acts or omissions of any person or entity not selected or retained by the Custodian in

its sole discretion, including but not limited to, any broker-dealer or other entity designed by the Fund or Authorized Person to hold property of the account as collateral or otherwise pursuant to an investment strategy.

7. APPOINTMENT OF SUBCUSTODIANS. The Custodian is hereby authorized to appoint one or more domestic subcustodians (which may be an affiliate of the Custodian) to hold Securities and monies at any time owned by the Series. The Custodian is also hereby authorized when acting pursuant to Instructions to: 1) place assets with any Foreign Custodian located in a jurisdiction which is not a Selected Country and with Euroclear, Clearstream, Banc One or any other transnational depository; and 2) place assets with a broker or other agent as subcustodian in connection with futures, options, short selling or other transactions. When acting pursuant to such Instructions, the Custodian shall not be liable for the acts or omissions of any subcustodian so appointed.

8. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT. In the event that the Custodian receives Instructions to make payments or transfers of monies on behalf of the Series for which there would be, at the close of business on the date of such payment or transfer, insufficient monies held by the Custodian on behalf of the Series, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Series in an amount sufficient to allow the completion of such payment or transfer. Any Overdraft provided hereunder: (a) shall be payable on the next Business Day, unless otherwise agreed by the Series and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Series at a rate agreed upon from time to time by the Custodian and the Series or, in the absence of specific agreement, by such rate as charged to other customers of Custodian under procedures uniformly applied. The Custodian and the Series acknowledge that the purpose of such Overdraft is to temporarily finance the purchase of Securities for prompt delivery in accordance with the terms hereof, to meet unanticipated or unusual redemptions, to allow the settlement of foreign exchange contracts or to meet other unanticipated Series expenses. The Custodian shall promptly notify the Series (an "Overdraft Notice") of any Overdraft. To secure payment of any Overdraft and related interest and expenses, the Series hereby grants to the Custodian a first priority security interest in and right of setoff against the Securities and cash in the Series' account, including all income, substitutions and proceeds, whether now owned or hereafter acquired (the "Collateral"), in the full amount of such Overdraft, interest and expenses; provided that the Series does not grant the Custodian a security interest in any Securities issued by an affiliate of the Custodian (as defined in Section 23A of the Federal Reserve Act). The Custodian and the Series intend that, as the securities intermediary with respect to the Collateral, the Custodian's security interest shall automatically be perfected when it attaches. Should the Series fail to pay promptly any amounts owed hereunder, the Custodian shall be entitled to use available cash in the Series' account and to liquidate Securities in the account as necessary to meet the Series' obligations relating to such Overdraft, interest and expenses. In any such case, and without limiting the foregoing, the Custodian shall be entitled to take such other actions(s) or exercise such other options, powers and rights as the Custodian now or hereafter has as a secured creditor under the Massachusetts Uniform Commercial Code or any other applicable law.

9. TAX OBLIGATIONS. For purposes of this Agreement, "Tax Obligations" shall mean taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses. To the extent that the Custodian has received relevant and necessary information with respect to the account, the Custodian shall perform the following services with respect to Tax Obligations:

a. The Custodian shall file claims for exemptions or refunds with respect to withheld foreign (non-U.S.) taxes in instances in which such claims are appropriate;

b. The Custodian shall withhold appropriate amounts, as required by U.S. tax laws, with respect to amounts received on behalf of nonresident aliens; and

c. The Custodian shall provide to the Fund or the Authorized Person such information received by the Custodian which could, in the Custodian's reasonable belief, assist the Fund or the Authorized Person in the submission of any reports or returns with respect to Tax Obligations. The Fund shall inform the Custodian in writing as to which party or parties shall receive information from the Custodian.

The Custodian shall provide such other services with respect to Tax Obligations, including preparation and filing of tax returns and reports and payment of amounts due (to the extent funded), as requested by the Fund and agreed to by the Custodian in writing. The Custodian shall have no independent obligation to determine the existence of any information with respect to, or the extent of, any Tax Obligations now or hereafter imposed on the Fund or the account by any taxing authority. Except as specifically provided herein or agreed to in writing by the Custodian, the Custodian shall have no obligations or liability with respect to Tax Obligations, including, without limitation, any obligation to file or submit returns or reports with any taxing authorities.

In making payments to service providers pursuant to Instructions, the Fund acknowledges that the Custodian is acting as a paying agent and not as the payor, for tax information reporting and withholding purposes.

ARTICLE II. - FOREIGN CUSTODY MANAGER SERVICES

1. DELEGATION. The Board delegates to, and the Custodian hereby agrees to accept responsibility as the Fund's Foreign Custody Manager for selecting, contracting with and monitoring Foreign Custodians in Selected Countries set forth in Appendix C in accordance with Rule 17f-5(c).

2. CHANGES TO APPENDIX C. Appendix C may be amended by written agreement from time to time to add or delete jurisdictions by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Series.

3. REPORTS TO BOARD. Custodian shall provide written reports notifying the Board of the placement of Assets with a particular Foreign Custodian and of any material change in

a Series' foreign custody arrangements. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund.

4. MONITORING SYSTEM. In each case in which the Custodian has exercised delegated authority to place Assets with a Foreign Custodian, the Custodian shall establish a system, to re-assess or re-evaluate selected Foreign Custodians, at least annually in accordance with Rule 17f-5(c)(3).

5. STANDARD OF CARE. In exercising the delegated authority under this Article II of the Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Assets would exercise in like circumstances. Contracts with Foreign Custodians shall provide for reasonable care for Assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the provisions of Rule 17f-5(c)(2).

6. USE OF SECURITIES DEPOSITORIES. In exercising its delegated authority, the Custodian may assume that the Series and its investment adviser have determined, pursuant to Rule 17f-7, that the depository provides reasonable safeguards against custody risks, if a Series decides to place and maintain foreign assets with any Securities Depository as to which the Custodian has provided the Fund on behalf of such Series with a Risk Analysis.

ARTICLE III. - INFORMATION SERVICES

1. RISK ANALYSIS. The Custodian will provide the Fund on behalf of the Series with a Risk Analysis with respect to Securities Depositories operating in the countries listed in Appendix C. If the Custodian is unable to provide a Risk Analysis with respect to a particular Securities Depository, it will notify the Fund on behalf of the Series. If a new Securities Depository commences operation in one of the Appendix C countries, the Custodian will provide the Fund on behalf of the Series with a Risk Analysis in a reasonably practicable time after such Securities Depository becomes operational. If a new country is added to Appendix C, the Custodian will provide the Fund on behalf of the Series with a Risk Analysis with respect to each Securities Depository in that country within a reasonably practicable time after the addition of the country to Appendix C.

2. MONITORING OF SECURITIES DEPOSITORIES. The Custodian will monitor the custody risks associated with maintaining assets with each Securities Depository for which it has provided the Fund on behalf of the Series with a Risk Analysis as required under Rule 17f-7. The Custodian will promptly notify the Fund on behalf of the Series or its investment adviser of any material change in these risks.

3. USE OF AGENTS. The Custodian may employ agents, including, but not limited to Foreign Custodians, to perform its responsibilities under Sections 1 and 2 above.

4. EXERCISE OF REASONABLE CARE The Custodian will exercise reasonable care,

prudence, and diligence in performing its responsibilities under this Article
III. With respect to the Risk Analyses provided or monitoring performed by an agent, the Custodian will exercise reasonable care in the selection of such agent, and shall be entitled to rely upon information provided by agents so selected in the performance of its duties and responsibilities under this Article III.

5. LIABILITIES AND WARRANTIES. While the Custodian will take reasonable precautions to ensure that information provided is accurate, the Custodian shall have no liability with respect to information provided to it by third parties. Due to the nature and source of information, and the necessity of relying on various information sources, most of which are external to the Custodian, the Custodian shall have no liability for direct or indirect use of such information.

ARTICLE IV. - GENERAL PROVISIONS

1. COMPENSATION.

a. The Fund will compensate the Custodian for its services rendered under this Agreement in accordance with the fees set forth in a separate Fee Schedule which schedule may be modified by the Custodian upon not less than sixty days prior written notice to the Fund.

b. The Custodian will bill the Fund as soon as practicable after the end of each calendar month. The Fund will promptly pay to the Custodian the amount of such billing.

c. If not paid directly or timely by the Fund, the Custodian may charge against assets held on behalf of the Series compensation and any expenses incurred by the Custodian in the performance of its duties pursuant to this Agreement. The Custodian shall also be entitled to charge against assets of the Series the amount of any loss, damage, liability or expense incurred with respect to the Series, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement. The expenses which the Custodian may charge include, but are not limited to, the expenses of domestic subcustodians and Foreign Custodians incurred in settling transactions.

2. INSOLVENCY OF FOREIGN CUSTODIANS. The Custodian shall be responsible for losses or damages suffered by the Series arising as a result of the insolvency of a Foreign Custodian only to the extent that the Custodian failed to comply with the standard of care set forth in Article II with respect to the selection and monitoring of such Foreign Custodian.

3. LIABILITY FOR DEPOSITORIES. The Custodian shall not be responsible for any losses resulting from the deposit or maintenance of Securities, Assets or other property of the Series with a Securities Depository.

4. DAMAGES. Under no circumstances shall the Custodian be liable for any indirect,

consequential or special damages with respect to its role as Foreign Custody Manager, Custodian or information vendor.

5. INDEMNIFICATION; LIABILITY OF THE SERIES.

a. The Fund shall indemnify and hold the Custodian harmless from all liability and costs, including reasonable counsel fees and expenses, relating to or arising out of the performance of the Custodian's obligations under this Agreement except to the extent resulting from the Custodian's negligence or willful misconduct. This provision shall survive the termination of this Agreement.

b. The Series and the Custodian agree that the obligations of the Fund under this Agreement shall not be binding upon any of the trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Series, individually, but are binding only upon the assets and property of the Fund.

6. FORCE MAJEURE. Notwithstanding anything in this Agreement to the contrary contained herein, the Custodian shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the account resulting from any event beyond the reasonable control of the Custodian, its agents or subcustodians. This provision shall survive the termination of this Agreement

7. TERMINATION.

a. Either party may terminate this Agreement by giving the other party sixty (60) days notice in writing, specifying the date of such termination. In the event notice is given by the Fund, it shall be accompanied by a Certificate evidencing the vote of the Fund's Board to terminate this Agreement and designating a successor.

b. In the event notice of termination is given by the Custodian, the Fund shall, on or before the termination date, deliver to the Custodian a Certificate evidencing the vote of the Board designating a successor custodian. In the absence of such designation, the Custodian may designate a successor custodian, which shall be a person qualified to so act under the Act or the Series. If the Fund fails to designate a successor custodian, the Fund shall, upon the date specified in the notice of termination, and upon the delivery by the Custodian of all Securities and monies then owned by the Series, be deemed to be its own custodian and the Custodian shall thereby be relieved of all duties and or the Series responsibilities under this Agreement other than the duty with respect to Securities held in the Book-Entry System which cannot be delivered to the Series.

c. Upon termination of the Agreement, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, deliver to the successor all Securities and monies then held by the Custodian on behalf of the Series, after deducting all fees, expenses and other amounts owed.

d. In the event of a dispute following the termination of this Agreement, all relevant provisions shall be deemed to continue to apply to the obligations and liabilities

of the parties.

8. INSPECTION OF BOOKS AND RECORDS. The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

9. MISCELLANEOUS.

a. APPENDIX A is a Certificate signed by the Secretary of the Fund setting forth the names and the signatures of Authorized Persons. The Fund shall furnish a new Certificate when the list of Authorized Persons is changed in any way. Until a new certification is received, the Custodian shall be fully protected in acting upon Instructions from Authorized Persons as set forth in the last delivered Certificate.

b. APPENDIX B is a Certificate signed by the Secretary of the Fund setting forth the names and the signatures of the present officers of the Fund. The Fund agrees to furnish to the Custodian a new Certificate when any changes are made. Until a new Certificate is received, the Custodian shall be fully protected in relying upon the last delivered Certificate.

c. Any required written notice or other instrument shall be sufficiently given if addressed to the Custodian or the Fund as the case may be and delivered to it at its offices at:

The Custodian:

Mellon Trust of New England, N.A.
135 Santilli Highway
Everett, MA 02149
Attn: Greg D. Taylor

The Fund:
The RBB Fund, Inc.
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
Attn. Edward J. Roach

or at such other place as the parties may from time to time designate to the other in writing.

d. This Agreement may not be amended or modified except by a written agreement executed by both parties.

e. This Agreement shall extend to and shall be binding upon the parties

hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without the written consent of the Custodian, or by the Custodian without the written consent of the Fund authorized or approved by a vote of the Board, provided, however, that the Custodian may assign the Agreement or any function thereof to any corporation or entity which directly or indirectly is controlled by, or is under common control with, the Custodian and any other attempted assignment without written consent shall be null and void.

f. Nothing in this Agreement shall give or be construed to give or confer upon any third party any rights hereunder.

g. The Custodian represents that it is a U.S. Bank within the meaning of paragraph (a)(7) of Rule 17f-5.

h. The Fund acknowledges and agrees that, except as expressly set forth in this Agreement, the Fund is solely responsible to assure that the maintenance of the Series' Securities and cash hereunder complies with applicable laws and regulations, including without limitation the Act and the rules and regulations promulgated thereunder and applicable interpretations thereof or exemptions therefrom. The Fund represents that it has determined that it is reasonable to rely on Custodian to perform the responsibilities delegated pursuant to this Agreement.

i. This Agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts.

j. The captions of the Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

k. Each party represents and warrants to the other that it has all necessary power and authority, and has obtained any consent or approval necessary to permit it, to enter into and perform this Agreement and that this Agreement does not violate, give rise to a default or right of termination under or otherwise conflict with any applicable law, regulation, ruling, decree or other governmental authorization or any contract to which it is a party or by which any of its assets is bound. Each party represents and warrants that the individual executing this Agreement on its behalf has the requisite authority to bind the Fund or the Custodian to this Agreement. The Fund has received and read the "Customer Identification Program Notice", a copy of which is attached to this Agreement as Exhibit A.

l. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives duly authorized as of the day and year first above written.

THE RBB FUND, INC.

By:    /s/ Edward J. Roach
       -------------------
Name:  Edward J. Roach
Title: President and Treasurer

MELLON TRUST OF NEW ENGLAND, N.A.

By:    /s/ Kelly Carroll
       -----------------
Name:  Kelly Carroll
Title: Vice President

APPENDIX A
LIST OF AUTHORIZED PERSONS

I, TINA PAYNE, the Secretary of THE RBB FUND, INC., a corporation organized under the laws of the State of Maryland (the "Fund"), do hereby certify that:

The following individuals have been duly authorized as Authorized Persons to give Instructions on behalf of the Fund and each Series thereof and the specimen signatures set forth opposite their respective names are their true and correct signatures:

NAME                                         SIGNATURE

Peter Albanese                               /s/ Peter Albanese

Sid Bakst                                    /s/ Sid Bakst

Christopher Blume                            /s/ Christopher Blume

David Dabora                                 /s/ David Dabora

Mark E. Donovan                              /s/ Mark E. Donovan

Emily Escott                                 /s/ Emily Escott

Chris Hart                                   /s Chris Hart

Desmond J. Heathwood                         /s/ Desmond J. Heathwood

Robert Jones                                 /s/ Robert Jones

William J. Kelly                             /s/ William J. Kelly

Ken Lengieza                                 /s/ Ken Lengieza

Christine Mevs                               /s/ Christine Mevs

Sharon O'Brien                               /s/ Sharon O'Brien

Steve Pollack                                /s/ Steve Pollack

David Pyle                                   /s/ David Pyle

Easton Ragsdale                              /s/ Easton Ragsdale

Duilio Ramallo                               /s/ Duilio Ramallo

Harry Rosenbluth                             /s/ Harry Rosenbluth

Richard Shuster                              /s/ Richard Shuster

Eric Sullivan                                /s/ Eric Sullivan

Daniel S. Vandivort                          /s/ Daniel S. Vandivort

Gregory Weiss                                /s/ Gregory Weiss


                                    By:    /s/ Tina Payne
                                           --------------
                                           Secretary
                                    Dated: April 29, 2005

APPENDIX B
FUND OFFICERS

I, TINA M. PAYNE, the Secretary of THE RBB FUND, INC., a corporation organized under the laws of the State of Maryland (the "Fund"), do hereby certify that:

The following individuals serve in the following positions with the Series and each individual has been duly elected or appointed to each such position and qualified therefor in conformity with the Fund's governing instrument and the specimen signatures set forth opposite their respective names are their true and correct signatures:

NAME                       POSITION                       SIGNATURE
----                       --------                       ---------

J. Richard Carnall         Chairman of the Board          /s/ J. Richard Carnall

Edward J. Roach            President and Treasurer        /s/ Edward J. Roach

James G. Shaw              Assistant Treasurer            /s/ James G. Shaw

Tina M. Payne              Secretary                      /s/ Tina M. Payne

Michael P. Malloy          Assistant Secretary            /s/ Michael P. Malloy

Salvatore Faia             Chief Compliance Officer       /s/ Salvatore Faia



                                    By:        /s/ Tina M. Payne
                                    Secretary  Tina M. Payne
                                    Dated:     April 29, 2005

APPENDIX C
SELECTED COUNTRIES

Australia
Austria
Belgium
Canada
China/Shenzhen
China/Shanghai
Denmark
Finland
France
Germany
Greece
Hong Kong
Ireland
Italy
Japan
Luxembourg
The Netherlands
New Zealand
Norway
Portugal
Singapore
Spain
Sweden
Switzerland
Turkey
United Kingdom

"*Note, Custodian will not act as a Foreign Custody Manager with respect to assets held in this country. Holding assets and use of Mellon's usual subcustodian in this country is subject to Instructions by the Fund and its execution of a separate letter-agreement pertaining to custody and market risks."

APPENDIX D
LIST OF FUNDS

WPG LARGE CAP GROWTH FUND

TUDOR FUND

WPG CORE BOND FUND

EXHIBIT A
CUSTOMER IDENTIFICATION PROGRAM NOTICE

[LOGO] MELLON

CUSTOMER IDENTIFICATION PROGRAM NOTICE

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, all financial institutions are required by law to obtain, verify and record information that identifies each individual or entity that opens an account.

What this means for you: When you open an account, we will ask you for your name, address, taxpayer or other government identification number and other information, such as date of birth for individuals, that will allow us to identify you. We may also ask to see identification documents such as a driver's license, passport or documents showing existence of the entity.

REV. 09/03

Exhibit (g)(23)

FORM OF CUSTODIAN AGREEMENT SUPPLEMENT

(Bear Stearns Fund of The RBB Fund, Inc.)

This supplemental agreement is entered into this ___ day of ________, 2006 by and between THE RBB FUND, INC. (the "Fund") and PFPC Trust Company ("PFPC Trust").

The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and PFPC Trust have entered into a Custodian Agreement, dated as of August 16, 1988 (as from time to time amended and supplemented, the "Custodian Agreement"), pursuant to which PFPC Trust has undertaken to act as custodian for the Fund with respect to the portfolios of the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Custodian Agreement Supplement have the meaning specified in the Custodian Agreement.

The Fund agrees with the Custodian as follows:

1. ADOPTION OF CUSTODIAN AGREEMENT. The Custodian Agreement is hereby adopted for the Bear Stearns Fund (the "Portfolio").

2. COMPENSATION. As compensation for the services rendered by the Custodian during the term of the Custodian Agreement, the Fund will pay to the Custodian, with respect to the Portfolio, monthly fees as shall be agreed to from time to time by the Fund and PFPC Trust.

3. COUNTERPARTS. This Supplement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have entered into this Supplement, intending to be legally abound hereby, as of the date and year first above written.

By:    __________________________       By:    ___________________________

Name:  __________________________       Name:  ___________________________

Title: __________________________       Title: ___________________________

Exhibit (h)(80)

FORM OF
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made as of _________, 2006 by and between PFPC Inc., a Massachusetts corporation ("PFPC") and The RBB Fund, Inc. a Maryland corporation (the "Fund").

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Fund wishes to retain PFPC to provide administration and accounting services to the Bear Stearns Fund (the "Portfolio"), and PFPC wishes to furnish such services.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby the parties hereto agree as follows:

1. DEFINITIONS. AS USED IN THIS AGREEMENT:

(a) "1933 Act" means the Securities Act of 1933, as amended.

(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.

(c) "Authorized Person" means any officer of the Fund and any other person duly authorized by the Fund's Board of Directors to give Oral Instructions and Written Instructions on behalf of the Fund. An Authorized Person's scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.

(d) "CEA" means the Commodities Exchange Act, as amended.

(e) "Change of Control" means a change in ownership or control (not including

transactions between wholly-owned direct or indirect subsidiaries of a common parent) of 25% or more of the beneficial ownership of the shares of common stock or shares of beneficial interest of an entity or its parent(s).

(f) "Oral Instructions" mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. PFPC may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

(g) "SEC" means the Securities and Exchange Commission.

(h) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and the CEA.

(i) "Shares" means the shares of beneficial interest of any series or class of the Fund.

(j) "Written Instructions" mean (i) written instructions signed by an Authorized Person and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device.

2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration and accounting services to the Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services.

3. INFORMATION. The Fund will provide such information and documentation as PFPC may reasonably request in connection with services provided by PFPC to the Fund.

4. COMPLIANCE WITH RULES AND REGULATIONS.

PFPC undertakes to comply with all applicable requirements of the Securities Laws, and

any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund or other entity.

5. INSTRUCTIONS.

(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions.

(b) PFPC shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders, unless and until PFPC receives Written Instructions to the contrary.

(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC or its affiliates) so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC's ability to rely upon such Oral Instructions.

6. RIGHT TO RECEIVE ADVICE.

(a) ADVICE OF THE FUND. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral Instructions or Written Instructions, from the Fund.

(b) ADVICE OF COUNSEL. If PFPC shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC may request advice from counsel of its own choosing (who may be counsel for the Fund, the Fund's investment adviser or PFPC, at the option of PFPC).

(c) CONFLICTING ADVICE. In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC receives from the Fund and the advice PFPC receives from counsel, PFPC may rely upon and follow the advice of counsel.

(d) PROTECTION OF PFPC. PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

7. RECORDS; VISITS.

(a) The books and records pertaining to the Fund and the Portfolios which are in the possession or under the control of PFPC shall be the property of the Fund. Such

books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Fund's expense.

(b) PFPC shall keep the following records:

(i) all books and records with respect to the Portfolio's books of account;

(ii) records of the Portfolio's securities transactions; and

(iii) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder.

8. CONFIDENTIALITY. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software,

source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against the receiving party; or (g) has been or is independently developed or obtained by the receiving party.

9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

10. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts,

expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC to the Fund.

11. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations under this Agreement.

12. COMPENSATION. As compensation for services rendered by PFPC during the term of this Agreement, the Fund, on behalf of the Portfolio, will pay to PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.

13. INDEMNIFICATION. The Fund, on behalf of the Portfolio, agrees to indemnify, defend and hold harmless PFPC and its affiliates, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys' fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which PFPC takes in connection with the provision of services to the Fund. Neither PFPC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by PFPC's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of PFPC's activities under this Agreement. Any amounts

payable by the Fund hereunder shall be satisfied only against the relevant Portfolio's assets and not against the assets of any other investment portfolio of the Fund. The provisions of this Section 13 shall survive termination of this Agreement.

14. RESPONSIBILITY OF PFPC.

(a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.

(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of

any instruction, direction, notice, instrument or other information which PFPC reasonably believes to be genuine.

(c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates and (ii) PFPC's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC for services provided hereunder during the 12 months immediately prior to the date of such loss or damage.

(d) No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.

(e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

(f) The provisions of this Section 14 shall survive termination of this Agreement.

15. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.

PFPC will perform the following accounting services with respect to the Portfolio:

(i) Journalize investment, capital share and income and expense activities;

(ii) Verify investment buy/sell trade tickets when received from the investment adviser for the Portfolio (the "Adviser") and transmit trades to the Fund's custodian (the "Custodian") for proper settlement;

(iii) Maintain individual ledgers for investment securities;

(iv) Maintain historical tax lots for each security;

(v) Reconcile cash and investment balances of the Fund with the Custodian, and provide the Adviser with the beginning cash balance available for investment purposes;

(vi) Update the cash availability throughout the day as required by the Adviser;

(vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;

(viii) Calculate various contractual expenses (E.G., advisory and custody fees);

(ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments;

(x) Control all disbursements and authorize such disbursements upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine net income;

(xiii) Obtain security market quotes from independent pricing services approved by the Adviser, or if such quotes are unavailable, then obtain such prices from the Adviser, and in either case calculate the market value of the Portfolio's Investments;

(xiv) Transmit or mail a copy of the daily portfolio valuation to the Adviser;

(xv) Compute net asset value;

(xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and

(xvii) Prepare a monthly financial statement which includes the following items:

Schedule of Investments Statement of Assets and Liabilities Statement of Operations Cash Statement Schedule of Capital Gains and Losses.

16. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.

PFPC will perform the following administration services with respect to the Portfolio:

(i) Prepare quarterly broker security transactions summaries;

(ii) Prepare monthly security transaction listings;

(iii) Supply various normal and customary Portfolio and Fund statistical data as requested on an ongoing basis;

(iv) Prepare for execution and file the Fund's Federal and state tax returns;

(v) Prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR;

(vi) Prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports;

(vii) Assist in the preparation of registration statements and other filings relating to the registration of Shares;

(viii) Monitor the Portfolio's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended;

(ix) Coordinate contractual relationships and communications between the Fund and its contractual service providers; and

(x) Monitor the Fund's compliance with the amounts and conditions of each state qualification.

17. DURATION AND TERMINATION. This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party. In the event the Fund gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor accounting and administration services agent(s) (and any other service provider(s)), and all trailing expenses incurred by PFPC, will be borne by the Fund.

18. CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event

of an agreement to enter into a transaction that would result in a Change of Control of the Fund's adviser or sponsor, the Fund's ability to terminate the Agreement pursuant to Section 17 will be suspended from the time of such agreement until two years after the Change of Control.

19. NOTICES. Notices shall be addressed (a) if to PFPC, at 400 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the Fund, at 400 Bellevue Parkway, Wilmington, Delaware 19809, Attention:
Edward A. Roach or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

20. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.

21. ASSIGNMENT. PFPC may assign its rights hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Fund 30 days prior written notice of such assignment.

22. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23. FURTHER ACTIONS. Each party agrees to perform such further acts and execute such further

documents as are necessary to effectuate the purposes hereof.

24. MISCELLANEOUS.

(a) Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed.

(b) Except as expressly provided in this Agreement, PFPC hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

(c) This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Notwithstanding any provision hereof, the services of PFPC are not, nor shall they be, construed as constituting legal advice or the

provision of legal services for or on behalf of the Fund or any other person.

(d) This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.

(e) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(f) The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

PFPC INC.

By:

Title:

THE RBB FUND, INC.

By:

Title:

Exhibit (h)(81)

FORM OF TRANSFER AGENCY AGREEMENT SUPPLEMENT

(Bear Stearns CUFS Fund of The RBB Fund, Inc.)

This supplemental agreement is entered into this ____ day of ___________, 200_ by and between THE RBB FUND, INC. (the "Fund") and PFPC INC., a Massachusetts corporation ("PFPC").

The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and PFPC have entered into a Transfer Agency Agreement, dated as of November 5, 1991 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which PFPC has undertaken to act as transfer agent, registrar and dividend disbursing agent for the Fund with respect to the portfolios of the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Transfer Agency Agreement Supplement have the meaning specified in the Transfer Agency Agreement.

The Fund agrees with the Transfer Agent as follows:

1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency Agreement is hereby adopted for Bear Stearns CUFS Fund (the "Portfolio").

2. COMPENSATION. As compensation for the services rendered by PFPC during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to the Portfolio, monthly fees that shall be agreed to from time to time by the Fund and PFPC, for each account open at any time during the month for which payment is being made, plus certain of PFPC's expenses relating to such services.

3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.

By:    __________________________       By:    ___________________________

Name:  __________________________       Name:  ___________________________

Title: __________________________       Title: ___________________________

Exhibit (h)(82)

FORM OF ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
The RBB Fund, Inc.

Bear Stearns CUFS Fund

This supplemental agreement is entered into this day of ___________, 200__, by and between THE RBB FUND, INC. (the "Company") and PFPC DISTRIBUTORS, INC. ("PFPC Distributors").

The Company is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Company and PFPC Distributors have entered into a Administrative Services Agreement, dated as of May 29, 1998 (as from time to time amended and supplemented, the "Administrative Services Agreement"), pursuant to which PFPC Distributors has undertaken to provide certain administrative services to certain of the Company's portfolios and classes, as more fully set forth therein.

The Company agrees with PFPC Distributors as follows:

1. ADOPTION OF ADMINISTRATIVE SERVICES AGREEMENT. The Administrative Services Agreement is hereby adopted for the Class of Common Stock of Bear Stearns CUFS Fund of the Company.

2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by PFPC Distributors as provided in the Administrative Services Agreement and herein, the Company shall pay PFPC Distributors a monthly fee, as well as reimburse out-of-pocket expenses, on the first business day of each month, as provided in the Administrative Services Agreement.

3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.

THE RBB FUND, INC.                          PFPC DISTRIBUTORS, INC.


By: ______________________                  By: ________________________
      Edward J. Roach
      President

Exhibit (h)(83)

FORM OF AMENDED SCHEDULE A

THIS SCHEDULE A, amended and restated as of __________ , 2006, is the Schedule A to that certain Regulatory Administration Services Agreement dated as of June 1, 2003 between PFPC Inc. and The RBB Fund, Inc.

LIST OF PORTFOLIOS

Money Market Portfolio

Baker 500 Growth Fund
Bogle Investment Management Small Cap Growth Fund

Robeco Boston Partners Large Cap Value Fund Robeco Boston Partners Mid Cap Value Fund Robeco Boston Partners All-Cap Fund Robeco Boston Partners Small Cap Value Fund II (formerly the Micro Cap Value Fund)
Robeco Boston Partners Long/Short Equity Fund (formerly the Market Neutral Fund)

Robeco WPG Core Bond Fund
Robeco WPG Large Cap Growth Fund Robeco WPG Tudor Fund

n/i Growth Fund
n/i Mid Cap Fund (formerly the n/i Growth & Value Fund) n/i Emerging Growth Fund (formerly the n/i Micro Cap Fund) n/i Small Cap Value Fund

Schneider Small Cap Value Fund Schneider Value Fund

Institutional Liquidity Fund for Credit Unions Liquidity Fund for Credit Union Members

Senbanc Fund

Bear Stearns Fund

PFPC INC.

By: _________________________

Name: _________________________

Title: _________________________

THE RBB FUND, INC.

By: _________________________

Name: _________________________

Title: _________________________

Exhibit (i)(26)

FORM OF PURCHASE AGREEMENT

The RBB Fund, Inc. (the "Company"), a Maryland corporation, and _______________ ("_______") intending to be legally bound, hereby agree with each other as follows:

1. The Company hereby offers _____________ and _____________ hereby purchases $____ worth of shares of Class YYY Common Stock (Bear Stearns Fund) (par value $.001 per share) (such shares hereinafter sometimes collectively known as "Shares") at price per Share of $1.00.

2. The Company hereby acknowledges receipt from _____________ of funds in the amount of $_____ in full payment for the Shares.

3. _____________ represents and warrants to the Company that the Shares are being acquired for investment purposes and not with a view to the distribution thereof.

4. This agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the __ day of ______, 2006.

THE RBB FUND, INC.

By:____________________________
Edward J. Roach
President & Treasurer

BEAR STEARNS ASSET MANAGEMENT INC.

By:
Name:
Title:

Exhibit (p)(1)

THE RBB FUND, INC.
(the "Company")

CODE OF ETHICS

I. LEGAL REQUIREMENT.

Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the "1940 Act"), makes it unlawful for any officer or director of the Company in connection with the purchase or sale by such person of a security "held or to be acquired" by the Company:

1. To employ any device, scheme or artifice to defraud the Company;

2. To make to the Company any untrue statement of a material fact or omit to state to the 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 the Company; or

4. To engage in any manipulative practice with respect to the Company's investment portfolios.

II. PURPOSE OF THE CODE OF ETHICS.

The Company expects that its officers and directors will conduct their personal investment activities in accordance with (1) the duty at all times to place the interests of the Company's shareholders first, (2) the requirement that all personal securities transactions be conducted consistent with this 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, and (3) the fundamental standard that investment company personnel should not take inappropriate advantage of their positions.

In view of the foregoing, the provisions of Section 17(j) of the 1940 Act, the Securities and Exchange Commission's 1940 Act Release No. 23958 "Personal Investment Activities of Investment Company Personnel" (August 24, 1999), the "Report of the Advisory Group on Personal Investing" issued by the Investment Company Institute on May 9, 1994 and the Securities and Exchange Commission's September 1994 Report on "Personal Investment Activities of Investment Company Personnel," the Company has determined to adopt this Code of Ethics on behalf of the Company to specify a code of conduct for certain types of personal securities transactions which might involve conflicts of interest or an appearance of impropriety, and to establish reporting requirements and enforcement procedures.

III. DEFINITIONS.

A. An "Access Person" means: (1) each director and officer of the Company; (2) each director, officer or general partner of the Company's investment advisers; (3) any of the Company or its investment advisers (or of any company in a control relationship to the Company or its investment advisers) who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Company or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (4) any natural person in a control relationship to the Company or its investment advisers who obtains information concerning recommendations made to the Company with regard to the purchase or sale of a security.

For purposes of this Code of Ethics, an "Access Person" does not include any person who is subject to the securities transaction pre-clearance requirements and securities transaction reporting requirements of the Code of Ethics adopted by the Company's investment advisers or principal underwriter, if any, in compliance with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended, (the "Advisers Act") or
Section 15(f) of the Securities Exchange Act of 1934 (the "1934 Act"), as applicable.

B. "Restricted Director" or "Restricted Officer" means each director or officer of the Company who is not also a director, officer, partner, employee or controlling person of the Company's investment advisers, co-administrators, custodian, transfer agent or principal underwriter.

C. An Access Person's "immediate family" includes a spouse, minor children and adults living in the same household as the Access Person.

D. A security is "held or to be acquired" if within the most recent 15 days it (1) is or has been held by the Company, or (2) is being or has been considered by the Company or its investment adviser for purchase by the Company. 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 the Company.

E. An "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.

F. "Investment Personnel" of the Company means:

(i) Any employee of the Company (or of any company in a control relationship to the Company) who, in connection with his or her regular functions

or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Company.

(ii) Any natural person who controls the Company and who obtains information concerning recommendations made to the Company regarding the purchase or sale of securities by the Company.

G. A "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

H. "Covered Security" means a security as defined in Section (2)(a)(36) of the 1940 Act, except that it does not include direct obligations of the Government of the United States; bankers' acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments (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), including repurchase agreements; and shares of registered open-end investment companies(1) other than Exchange Traded Funds.

I. "De Minimis Security" means securities issued by any company included in the Standard and Poor's 500 Stock Index and in an amount less than $10,000.

J. "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.

IV. POLICIES OF THE COMPANY REGARDING PERSONAL SECURITIES TRANSACTIONS.

A. General Policy.

No Access Person of the Company 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 of Ethics.

B. Specific Policies.

1. Restrictions on Personal Securities Transactions By Access Persons Other Than Restricted Directors and Restricted Officers.

a. Except as provided below in paragraph IV.B.1.d., no Access Person who is not a Restricted Director or Restricted Officer may buy or sell Covered Securities for his or her personal portfolio or the portfolio of a member of his or her immediate family without obtaining oral authorization from the Compliance Officer of the Company's investment adviser PRIOR to effecting such security transaction.

A written authorization for such security transaction will be provided by the investment adviser's Compliance Officer to the person receiving the authorization (if granted) and to the Company's administrator to memorialize the oral authorization that was granted.

NOTE: If an Access Person has questions as to whether purchasing or selling a security for his or her personal portfolio or the portfolio of a member of his or her immediate family requires prior oral authorization, the Access Person should consult the investment adviser's Compliance Officer for clearance or denial of clearance to trade PRIOR to effecting any securities transactions.

b. Pre-clearance approval under paragraph (a) will expire at the close of business on the seventh trading day after the date on which oral authorization is received, and the Access Person is required to renew clearance for the transaction if the trade is not completed before the authority expires.

c. No clearance will be given to an Access Person other than a Restricted Director or Restricted Officer to purchase or sell any Covered Security (1) on a day when any portfolio of the Company has a pending "buy" or "sell" order in that same Covered Security until that order is executed or withdrawn or
(2) when the Compliance Officer has been advised by the investment adviser that the same Covered Security is being considered for purchase or sale for any portfolio of the Company.

d. The pre-clearance requirements contained in paragraph
IV.B.1.a, above, shall not apply to the following securities ("Exempt Securities"):

(i) Securities that are not Covered Securities.

(ii) De Minimis Securities.

(iii) Securities purchased or sold in any account over which the Access Person has no direct or indirect influence or control.

(iv) Securities purchased or sold in a transaction which is non-volitional on the part of either the Access Person or the Company.

(v) Securities acquired as a part of an automatic dividend reinvestment plan.

(vi) Securities acquired 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.

(vii) Securities which the Company's investment portfolios are not permitted to purchase under the investment objectives and policies set forth in the Company's then current prospectuses under the Securities Act of 1933 or the Company's registration statements on Form N-1A.

e. The pre-clearance requirement contained in paragraph IV.B.1.a, above, shall apply to ALL purchases of a beneficial interest in any security through an Initial Public Offering or a Limited Offering by any Access Person who is also classified as Investment Personnel. A record of any decision and the reason supporting such decision to approve the acquisition by Investment Personnel of Initial Public Offerings or Limited Offerings shall be made by the Compliance Officer.

2. Restrictions on Personal Securities Transactions by Access Persons Who Are Restricted Directors and Restricted Officers.

The Company recognizes that an Access Person who is a Restricted Director or a Restricted Officer does not have on-going, day-to-day involvement with the operations of the Company. In addition, it has been the practice of the Company to give information about securities purchased or sold by the Company or considered for purchase or sale by the Company to Restricted Directors and Restricted Officers in materials circulated more than 15 days after such securities are purchased or sold by the Company or are considered for purchase or sale by the Company. Accordingly, the Company believes that less stringent controls are appropriate for Restricted Directors and Restricted Officers, as follows:

a. The securities pre-clearance requirement contained in paragraph IV.B.1.a. above shall only apply to an Access Person who is a Restricted Director or Restricted Officer if he or she knew or, in

the ordinary course of fulfilling his or her official duties as a director or officer, should have known, that during the fifteen day period before the transaction in a Covered Security (other than an Exempt Security) or at the time of the transaction that the Covered Security purchased or sold by him or her other than an Exempt Security, was also purchased or sold by the Company or considered for the purchase or sale by the Company.

b. Pre-clearance approval under paragraph (a) will expire at the close of business on the seventh trading day after the date on which oral authorization is received, and the Access Person is required to renew clearance for the transaction if the trade is not completed before the authority expires.

c. If the pre-clearance provisions of paragraph IV.B.2.a. apply, no clearance will be given to an Access Person who is a Restricted Director or Restricted Officer to purchase or sell any Covered Security (1) on a day when any portfolio of the Company has a pending "buy" or "sell" order in that same Covered Security until that order is executed or withdrawn or
(2) when the Compliance Officer has been advised by the investment adviser that the same Covered Security is being considered for purchase or sale for any portfolio of the Company.

V. PROCEDURES.

In order to provide the Company with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed by its Access Persons:

A. Each Access Person of the Company other than a director who is not an "interested person" of the Company (as defined in the 1940 Act) will submit to the administrator an Initial Holdings Report in the form attached hereto as Exhibit A that lists all Covered Securities beneficially owned (2) by the Access Person

(a) A direct pecuniary interest is the opportunity, directly or indirectly, to profit, or to share the profit, from the transaction.

(b) An indirect pecuniary interest is any nondirect financial interest, but is specifically defined in the rules to include securities held by members of your immediate family sharing the same household; securities held by a partnership of which you are a general partner; securities held by a trust of which you are the settlor if you can revoke the trust without the consent of another person, or a beneficiary if you have or share investment control with the trustee; and equity securities which may be acquired upon exercise of an option or other right, or through conversion.

(continued...)

except as stated below. The Initial Holdings Report must be submitted within ten days of becoming an Access Person and must contain information current as of a date no more than 45 days prior to becoming an Access Person. The Initial Holdings Report must include the title of each security, the number of shares held, and the principal amount of the security as well as a list of any securities accounts maintained with any broker, dealer or bank.

B. Each Access Person of the Company other than a director who is not an "interested person" of the Company (as defined in the 1940 Act) will also submit to the administrator an Annual Holdings Report attached hereto as Exhibit A no later than 45 days after the end of the calendar year. Except as stated below, the Annual Holdings Report must list ALL Covered Securities beneficially owned by the Access Person, the title of each security, the number of shares held, and the principal amount of the security, as well as a list of any securities accounts maintained with any broker, dealer or bank.

C. Each Access Person of the Company other than a Restricted Director or Restricted Officer shall direct his or her broker to supply to the Compliance Officer of the Company's administrator, on a timely basis, duplicate copies of confirmations of all securities transactions in which the person has, or by reason of such transaction acquires any direct or indirect beneficial ownership and copies of periodic statements for all securities accounts.

D. Except as stated below, each Access Person of the Company, other than a director who is not an "interested person" (as defined in the 1940 Act), shall submit reports in the form attached hereto as Exhibit B to the Company's administrator, showing all transactions in Covered Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, as well as all accounts established with brokers, dealers or banks during the quarter in which any Covered Securities were held for the direct or indirect beneficial interest of the Access Person. (3) Such reports shall be filed no later than 30 days after the end of each calendar quarter. An Access Person of the Company need not make a quarterly transaction report under this paragraph with respect to transactions effected pursuant to an Automatic Investment Plan or if all of the information required by this paragraph V.D. is contained in the brokerage confirmations or account statements required to be submitted under paragraph V.C. and is received by the administrator in the time period stated above.

E. Each director who is not an "interested person" of the Company need not make an initial or annual holdings report but shall submit the same quarterly report as

(..continued)

For interpretive guidance on this test, you should consult counsel.

3. See footnote 1 above.

required under paragraph V.D. to the administrator, but only for a transaction in a Covered Security (except as stated below) where he or she knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a director, should have known that during the 15-day period immediately preceding or after the date of the transaction, such Covered Security is or was purchased or sold, or considered for purchase or sale, by the Company.

F. The reporting requirements of this Section V. do not apply to securities transactions effected for, and any Covered Securities held in, any account over which an Access Person does not have any direct or indirect influence or control.

G. The administrator of the Company shall notify each Access Person of the Company who may be subject to the pre-clearance requirement or required to make reports pursuant to this Code that such person is subject to the pre-clearance or reporting requirements and shall deliver a copy of this Code to each such person.

H. The administrator of the Company shall review the initial holdings reports, annual holdings reports, and quarterly transaction reports received, and as appropriate compare the reports with the pre-clearance authorization received, and report to the Company's Board of Directors:

a. with respect to any transaction that appears to evidence a possible violation of this Code; and

b. apparent violations of the reporting requirement stated herein.

I. The Board shall consider reports made to it hereunder and shall determine whether the policies established in Sections IV and V of this Code of Ethics have been violated, and what sanctions, if any, should be imposed on the violator, including but not limited to a letter of censure, suspension or termination of the employment of the violator, or the unwinding of the transaction and the disgorgement of any profits to the Company. The Board shall review the operation of this Code of Ethics at least once a year.

J. The Company's investment advisers and principal underwriter (4) shall adopt, maintain and enforce separate codes of ethics with respect to their personnel which comply with Rule 17j-1 under the 1940 Act, and Rule 204-1 of the Advisers Act or Section 15(f) of the 1934 Act, as applicable ( and shall forward to the Company's administrator and the Company's counsel copies of such codes and all future amendments and modifications thereto. The Board of Directors,

including a majority of the directors who are not "interested persons" of the Company (as defined in the 1940 Act), shall approve this Code of Ethics, and the codes of ethics of each investment adviser and principal underwriter of the Company, and any material amendments to such codes. Such approval must be based on a determination that such codes contain provisions reasonably necessary to prevent Access Persons of the Company from engaging in any conduct prohibited under such codes and under Rule 17j-1 under the 1940 Act. The Board shall review and approve such codes at least once a year. Furthermore, any material changes to an investment adviser's or principal underwriter's code will be approved by the Board at the next scheduled quarterly board meeting and in no case more than six months after such change. Before approving any material amendments to the investment adviser's or principal underwriter's code of ethics, the Board must receive a certification from the investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating its code of ethics and under Rule 17j-1 under the 1940 Act.

K. At each quarterly Board of Directors' meeting the administrator (on behalf of the Company), investment adviser and principal underwriter of the Company shall provide a written report to the Company's Board of Directors stating:

a. any reported securities transaction that occurred during the prior quarter that may have been inconsistent with the provisions of the codes of ethics adopted by the Company, the Company's investment advisers or principal underwriter; and

b. all disciplinary actions(5) taken in response to such violations.

L. At least once a year, the administrator shall provide to the Board with respect to this Code of Ethics, and the Company's investment adviser and principal underwriter shall provide to the Board, with respect to their codes of ethics, a written report which contains:
(a) a summary of existing procedures concerning personal investing by advisory persons and any changes in the procedures during the past year, as applicable; (b) an evaluation of current compliance procedures and a report on any recommended changes in existing restrictions or procedures based upon the Company's experience under this Code of Ethics, industry practices, or developments in applicable laws and regulations; (c) a summary of any issues arising under the Code of Ethics 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 material violations; and (d) a certification that the procedures which have been adopted are those reasonably

necessary to prevent Access Persons from violating the respective Codes of Ethics.

M. This Code, the codes of the investment advisers and principal underwriter, a record of any violation of such codes and any action taken as a result of the violation, a copy of each report by an Access Person, any written report hereunder by the Company's administrator, investment adviser or principal underwriter, records of approvals relating to Initial Public Offerings and Limited Offerings, lists of all persons required to make reports and a list of all persons responsible for reviewing such reports shall be preserved with the Company's records for the period and in the manner required by Rule 17j-1.

VI. CERTIFICATION.

Each Access Person will be required to certify annually that he or she has read and understood this Code of Ethics, and will abide by it. Each Access Person will further certify annually that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under the Code of Ethics. A form of such certification is attached hereto as Exhibit C.

The Board of Directors of The RBB Fund. Inc.

Adopted: February 1, 1995
As Revised Effective: February 15, 2006

EXHIBIT A

THE RBB FUND, INC.
HOLDINGS REPORT

For the Year/Period Ended _______________________
(month/day/year)

[ ] Check Here if this is an Initial Holdings Report

To: PFPC, Inc., as Administrator of the above listed Company

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 Code of Ethics of the Company:

TITLE OF        CUSIP              NUMBER            PRINCIPAL
SECURITY        NUMBER             OF SHARES         AMOUNT
--------        ------             ---------         ------

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:

For Initial Holdings Reports: This report contains information current as of a date no more than 45 days prior to the date of becoming an Access Person.

Date:                                Signature:
     -----------------------                   ---------------------------------

                        INTEREST RATE                     NUMBER OF                     NATURE OF               BROKER/DEALER OR
                         AND MATURITY                     SHARES OR      DOLLAR        TRANSACTION                BANK THROUGH
TITLE OF     CUSIP         DATE (IF        DATE OF        PRINCIPAL     AMOUNT OF      (PURCHASE,                     WHOM
SECURITY     NUMBER      APPLICABLE)     TRANSACTION        AMOUNT     TRANSACTION    SALE, OTHER)     PRICE        EFFECTED
--------     ------      -----------     -----------        ------     -----------    ------------     -----        --------

B. NEW BROKERAGE ACCOUNTS. During the quarter referred to above, I established the following accounts in which securities were held during the quarter for my direct or indirect benefit:

Date:                                  Signature:
     ------------------------                    -------------------------------

EXHIBIT C

THE RBB FUND, INC.

ANNUAL CERTIFICATE

Pursuant to the requirements of the Code of Ethics of The RBB Fund, Inc., the undersigned hereby certifies as follows:

1. I have read the Company's Code of Ethics.

2. I understand the Code of Ethics and acknowledge that I am subject to it.

3. Since the date of the last Annual Certificate (if any) given pursuant to the Code of Ethics, I have reported all personal securities transactions and provided any securities holding reports required to be reported under the requirements of the Code of Ethics.

Exhibit (p)(2)

ROBECO USA, INC.
WEISS PECK & GREER INVESTMENTS
ROBECO SECURITIES, LLC
CODE OF ETHICS

Robeco USA Inc., Weiss Peck & Greer Investments, a division of Robeco USA, LLC ("WPG"), and Robeco Securities, LLC, (together "RUSA"), has built a reputation for integrity and professionalism among its clients. We value the confidence and trust those clients have placed in us and strive to protect that trust. This Code of Ethics (the "Code") is our commitment to protecting our clients' trust by establishing formal standards for general personal and professional conduct.

A. APPLICABILITY AND DEFINITIONS

This Code applies to all Supervised Persons.

"SUPERVISED PERSONS" for purposes of this Code means:

1) Directors, and officers of RUSA (or other persons occupying a similar status or performing similar functions);

2) Employees of RUSA;

3) Any other person who provides investment advisory advice on behalf of RUSA and is subject to RUSA's supervision and control; and

4) Certain other persons designated by the Legal & Compliance Department, such as temporary/contract workers who support our businesses.

"ACCESS PERSON" for purposes of this Code means any Supervised Person:

1) Who has access to non-public information regarding any client's purchases or sales of securities, or

2) Who has non-public information regarding the portfolio holdings of any mutual fund, managed account, or hedge fund managed by WPG, Boston Partners, or Robeco-Sage; or

3) Who is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic; or

4) Who is a director or officer of RUSA, by virtue of the fact that RUSA's primary business is providing investment advice. Excepted from this requirement are WPG Mutual Fund directors who are not employees of RUSA nor have access to confidential information regarding client securities transactions or recommendations.

5) Certain other persons designated by the Legal & Compliance Department, such as temporary/contract workers who support our businesses.

"BENEFICIAL INTEREST" for purposes of this Code means any Covered Security (as that term is defined in Section F.I. below) in which a Supervised Person has an opportunity directly or indirectly to provide or share in any profit derived from a transaction in a Covered Security, including accounts held by members of the Supervised Person's household, or any person or organization (such as an investment club) with whom a Supervised Person has a direct or indirect pecuniary interest, or any trusts of which a Supervised Person is trustee.

The Legal & Compliance Department will notify all individuals of their status as either a Supervised Person or an Access Person on an annual basis as well as at the time of any job status change.

B. STANDARDS OF BUSINESS CONDUCT

The following principles are intended to guide in the applicability of this Code of Ethics:

1. RUSA is a fiduciary and its Supervised Persons have a duty to act for the benefit of its clients and shall at all times place the financial interests of the client ahead of itself;

2. RUSA holds all Supervised Persons responsible to high standards of integrity, professionalism, and ethical conduct; and

3. RUSA fosters a spirit of cohesiveness and teamwork while ensuring the fair treatment of all Supervised Persons.

C. COMPLIANCE WITH FEDERAL SECURITIES LAWS

All Supervised Persons must comply with applicable federal securities laws. The applicable laws are designed to prevent the following practices, which should not be viewed as all encompassing and are not intended to be exclusive of others.

Supervised Persons must never:

o Defraud any client in any manner;

o Mislead any client, including by making a statement that omits material facts;

o Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client, including misappropriation of an investment opportunity;

o Engage in any manipulative practice with respect to any client or security, including price manipulation.

D. CONFLICTS OF INTEREST

As a fiduciary, RUSA has an affirmative duty of care, loyalty, honesty to its clients and a duty of utmost good faith to act in the best interests of the client. Compliance with this fiduciary responsibility can be accomplished by avoiding conflicts of interest and by fully, adequately, and fairly disclosing all material facts concerning any conflict which arises with respect to any client. Supervised Persons are to actively avoid any existing or potential conflicts or situations that have the appearance of conflict or impropriety.

The following specific guidelines should not be viewed as all encompassing and are not intended to be exclusive of others:

1. No Supervised Person shall take inappropriate advantage of their position with respect to a client, advancing their position for self-gain.

2. No Supervised Person shall use knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions.

3. All securities transactions affected for the benefit of a client account shall avoid inappropriate favoritism of one client over another client.

4. All securities transactions affected for the benefit of a Supervised Person shall be conducted in such a manner as to avoid any actual or potential conflict of interest or abuse of that individual's position of trust and responsibility.

E. CONFIDENTIALITY

All information obtained by any Supervised Person regarding any aspect of a client relationship shall be kept in strict confidence. The Supervised Person commits an unethical business practice by disclosing the identity, affairs, or investments of any client unless required by any regulatory or self-regulating agency, or to the extent required by law or regulation, or unless disclosure is consented to by the client.

F. EMPLOYEE PERSONAL SECURITIES MONITORING

I. DEFINITIONS

"COVERED SECURITY" shall include any type of equity or debt instrument, including any rights, warrants, derivatives, convertibles, options, puts, calls, straddles, shares of closed-end mutual funds, shares of open end mutual

funds that are advised or subadvised by RUSA, Boston Partners, or Robeco-Sage, holdings in foreign funds, or, in general, any interest or investment commonly known as a security.

"NON-COVERED SECURITY" shall include shares of open-ended mutual funds that are not advised or subadvised by RUSA, Boston Partners, or Robeco-Sage, direct obligations of the US government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements which have 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 ("NRSRO").

"MANAGED PORTFOLIOS" shall include any WPG equity strategy, WPG Mutual Funds, and WPG Hedge Funds.

"OUTSIDE ACCOUNT" shall include any Supervised Person's Covered Securities account not held at Charles Schwab.

II. BROKERAGE/ADVISORY ACCOUNTS TO BE MAINTAINED AT SCHWAB

Supervised Persons are required to maintain all discretionary or non-discretionary securities or commodities accounts with Charles Schwab, unless prior written permission to maintain account(s) outside of Charles Schwab has been granted by the Legal & Compliance Department. This includes any account over which the Supervised Person has the power to exercise investment control, including but not limited to accounts in which the Supervised Person has a direct or indirect Beneficial Interest.

Outside Accounts are permitted subject to the prior written consent of RUSA's Legal & Compliance Department. If an Outside Account is approved, the Supervised Person must instruct their broker to send duplicate statements and confirmations to RUSA's Legal & Compliance Department.

Upon joining the firm, a Supervised Person shall within 30 days from the date of employment:

1. close any Outside Accounts for which written approval has not been granted;

2. transfer existing accounts, or to open a new account, under RUSA's agreement with Charles Schwab:

a. contact a Schwab representative at:

DESIGNATED.BROKERAGE@SCHWAB.COM
877-602-7419
Fax: 1-602-355-4270

b. instruct them to open your account under the Robeco Master Account.

3. provide copies of all brokerage transaction statements for their first month of employment with RUSA to the Legal & Compliance Department.

III. TRANSACTION PRECLEARANCE

All Supervised Person's securities transactions in Covered Securities are subject to preclearance.

1. If a Supervised Person has access to Lotus Notes, they are required to utilize the electronic Personal Investment Preclearance System (the "Preclearance System"). The Preclearance System will facilitate the automatic routing of Supervised Person's trades to the Legal & Compliance Department. The Preclearance System will also enable the Supervised Person to identify the holding period requirements for the particular security.

2. In the event that the Preclearance System cannot be utilized, a hardcopy preclearance form may be delivered to the Legal & Compliance Department by hand or facsimile. A copy of the preclearance form can be obtained from RUSA's Legal & Compliance Department.

Pre-clearance is valid only for the day of approval. If the trade is not executed on the approved date, the pre-clearance process must be repeated PRIOR to execution on the day the transaction is to be effected.

IV. INITIAL PUBLIC OFFERINGS ("IPO")

Supervised Persons are prohibited from purchasing any security sold in an initial public offering, with the exception of Government Bonds and Municipal Securities.

Government Bond or Municipal Securities IPOs may only be made with the prior consent of the Legal & Compliance Department.

V. PRIVATE INVESTMENTS (HEDGE FUNDS, PRIVATE PLACEMENTS, ETC.)

Private investments by Supervised Persons may only be made with the prior consent of the Legal & Compliance Department.

VI. SHORT SALES/COVER SHORTS

Short sales by Supervised Persons of securities held long in Managed Portfolios are strictly prohibited. This prohibition includes writing naked call options or buying naked put options on Managed Portfolio securities. Transactions are subject to all blackout policies including the short term profit prohibition.

VII. OPTIONS

The purchase of options by Supervised Persons may only be made with the prior consent of the Legal & Compliance Department. Approval is determined based on the underlying security. Transactions are subject to all blackout policies including the holding period restrictions.

SECURITY OR OPTION HELD        SECURITY/OPTION NOT HELD
 IN MANAGED PORTFOLIOS           IN MANAGED PORTFOLIOS        ALL INDEX OPTIONS
 ---------------------           ---------------------        -----------------

  Gains:  60 days                  Gains:  1 day               Gains:  1 day
  Losses:  1 day                   Losses: 1 day               Losses: 1 day

It is the Supervised Person's responsibility to determine the holding period applicable to a security purchased. The Preclearance System has been designed to notify the Supervised Person if their proposed trade will be subject to the 60-day holding period. A notification will be sent to the Supervised Person informing them that the security is currently held in a Managed Portfolio and is therefore subject to a 60-day holding period. Supervised Person's violating the holding period requirement will have their profits disgorged.

Hardship exemptions from the holding period requirement may be granted by the Legal & Compliance Department on a case-by-case basis. The Supervised Person seeking relief must establish a bona fide financial hardship (i.e., medical or educational expenses, purchasing a home, etc.) and demonstrate that they possess no other assets to meet the financial need.

IX. BLACKOUT PERIODS

1. CLIENT PRIORITY

Supervised Persons personal transactions in Covered Securities will not be approved if an open order exists on the trading desk. Supervised Persons are required to resubmit any order that was originally denied.

2. 7 DAY BEFORE AND AFTER

All equity portfolio managers, analysts, and traders are precluded from purchasing or selling in their personal accounts any security they purchased or sold for a Managed Portfolio advised/traded by them for a period of 7-calendar days before or after the Managed Portfolio transaction. In calculating the 7-calendar day period, the trade date of the Managed Portfolio's transaction is not counted. Violations will result in the unwinding of the transaction and disgorgement of any profit.

X. EXEMPTIONS

The following transactions are exempt from all preclearance, holding periods, and black-out periods. NOTE THAT WHILE THESE EXEMPTIONS APPLY, IF THEY FALL UNDER THE DEFINITION OF COVERED SECURITY, THEY ARE REPORTABLE.

1. Purchases and sales of shares of mutual funds advised or sub-advised by RUSA, Boston Partners, or Robeco-Sage (transaction/annual reportable);

2. Gifts of securities; (potential transaction/annual reportable)

3. Exchange Traded Funds ("ETFs") based on a broad-based securities index (transaction/annual reportable);

4. Covered Security transactions executed on a fully discretionary basis by an investment adviser or broker dealer (other than RUSA) on behalf of a Supervised Person (transaction/annual reportable);

5. Transactions by a Supervised Person acting as a portfolio manager for, or who has a beneficial interest in, an investment limited partnership or investment company where RUSA is the contractual investment adviser or for or any account in which the RUSA has a proprietary interest (i.e. certain hedge funds) (not reportable - RUSA maintains records);

6. Covered Security transactions for which a Supervised Person has requested and received preclearance from the Compliance Department and for which the Supervised Person is not the Portfolio Manager directly responsible for initiating the client transaction; (not reportable - RUSA maintains records);

7. Purchases or sales that are non-volitional such as margin calls; stock splits; stock dividends; bond maturities; systematic investment plans, including dividend reinvestment plans; mergers; consolidations; spin-offs; or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; (potentially reportable); and

8. Any acquisition of a Covered Security through the exercise of rights issued pro rata to all holders of the class, to the extent such rights were acquired in the issue and not through the acquisition of transferable rights (transaction/annual reportable).

XI. RESTRICTED SECURITY LIST

The Legal & Compliance Department maintains a Restricted Security List (the "Restricted List") which includes all securities where a Supervised Person has, or is in a position to receive, material non-public information about a company, such as information about a company's earnings or dividends, as a result of a special relationship between RUSA or a Supervised Person and the company.

If a Supervised Person knows or believes they have material, non-public information, they must immediately notify the Legal & Compliance Department. The decision whether to place a security on the Restricted List and the amount of time a security will remain on the Restricted List is made by the Legal & Compliance Department.

If it is determined that the Supervised Person is in possession of material, non-public information, the Legal & Compliance Department will establish a "Protective Wall" around the Supervised Person. In order to avoid inadvertently imposing greater restrictions on trading than are necessary, a Supervised Person may not discuss this information with anyone without the approval of RUSA's Legal & Compliance Department. In addition, Supervised Persons having access to the Restricted List are to be reminded that the securities on the list are confidential and proprietary and should not be disclosed to anyone without the prior approval of the Legal and Compliance Department.

When an order is received from a Supervised Persons in a security on the Restricted List, the Preclearance System will automatically flag the transaction, and the transaction may not be executed until the Legal & Compliance Department has approved the trade. The Legal & Compliance Department will check with the department or staff member with the relationship to the company to determine whether trading in the security should be permitted. When a security is added to or deleted from the Restricted List, the Legal & Compliance Department will update the Preclearance System.

XII. ACTIVITY REVIEW

The firm has adopted an approach requiring the Legal & Compliance Department to monitor employee trading activity with particular focus on trading which may be unusual for a particular Supervised Person either because of the size of the position bought or sold, the frequency of the activity, or the nature of the Covered Security being traded. Employees are expected to devote their full time and attention to their work responsibilities. RUSA may take steps to curtail an individual's trading activity if, in the judgment of the appropriate department manager or the Legal & Compliance Department, the Supervised Person's trading activity is having an adverse impact on their job performance.

XIII. REPORTING REQUIREMENTS

1. TRANSACTION REPORTING

All Supervised Persons must submit brokerage statements to the Compliance Department which reports every gift, IPO, private placement, and Covered Security transaction in which they participated during the calendar quarter no later than 30 days after the end of that quarter.

Supervised Person's reporting obligations may be satisfied in the following ways:

a. For accounts maintained at Charles Schwab, Supervised Person's reporting obligations are automatically satisfied.

b. For accounts not maintained at Charles Schwab, Supervised Person's may satisfy their reporting obligations by having their brokers deliver to the Legal & Compliance Department copies of brokerage statements which contain:

i. The name of the security, the date of the transaction, the interest rate and maturity (if applicable), the number of shares, and the principal amount of each Covered Security involved;

ii. The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);

iii. The price at which the transaction was effected;

iv. The name of the broker, dealer, or bank through which the transaction was effected;

c. Private Placements transactions effected during the quarter must be reported manually. The Compliance Department will review conduct periodic reviews of Supervised Persons' personal securities transactions in an effort to ensure the compliance with this Code.

2. INITIAL HOLDINGS REPORT

All Access Persons shall disclose to the Legal & Compliance Department a listing of ALL COVERED SECURITIES BENEFICIALLY OWNED no later than 10 days after becoming a Supervised Person. The information must be current as of a date no more than 45 days prior to the date the Supervised Person becomes an Access Person.

The report shall include the following:

a. The title and type of security, the ticker or CUSIP, the number of shares, and the principal amount of all securities in which the Supervised Person has 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 the report is submitted.

The Compliance Department will review all Initial Holdings Reports in an effort to monitor potential conflicts of interest.

3. ANNUAL HOLDINGS REPORT

No later than January 31st, annually, Access Persons shall deliver to The Legal & Compliance Department a listing of ALL COVERED SECURITIES BENEFICIALLY OWNED that are current as of a date no more than 45 days prior to the date the report is submitted.

The report shall include the following:

a. The title and type of security, the ticker or CUSIP, the number of shares, and the principal amount of all securities in which the Supervised Person has any direct or indirect beneficial ownership;

b. The name of any broker, dealer, or bank with whom the Supervised Person maintains an account in which any securities are held for the direct or indirect benefit of the Supervised Person; and

c. The date the report is submitted.

The Compliance Department will review all Annual Holdings Reports in an effort to monitor potential conflicts of interest and to assess the Supervised Person's fulfillment of their quarterly reporting obligations.

G. INSIDER TRADING/MATERIAL NON-PUBLIC INFORMATION

RUSA aspires to the highest standard of business ethics. The purpose of RUSA's policies on insider trading is to reduce the risk of violation of federal insider trading laws and reporting requirements. Accordingly, RUSA has developed the following policies to monitor, restrict if necessary, and educate Supervised Persons with respect to acquiring and investing when in possession of proprietary and/or confidential information.

I. USE OF CONFIDENTIAL OR PROPRIETARY INFORMATION

Supervised Persons may receive or have access to material, non-public information in the course of their work at RUSA. Company policy, industry practice and federal and state law

establish strict guidelines for the use of material, non-public information. To ensure that Supervised Persons adhere to the applicable laws, RUSA has adopted the following policies:

Supervised Persons:

o may not use confidential or proprietary information for investment purposes, for personal gain, or share such information with others for their personal benefit; or

o may not pass material, non-public information about an issuer on to others or recommend that they trade the issuer's securities; or

o must treat as confidential all information not generally made public concerning RUSA's investment activities or plans, or the financial condition and business activity of any enterprise with which RUSA is conducting business; or

o must preserve the confidentiality of proprietary information and disclose it only to other Supervised Persons who have a legitimate business need for the information. Prior to disclosing this information to others, Supervised Persons must consult with the Legal & Compliance Department.

Under federal securities law, it is illegal to buy or sell a security while in possession of material, non-public information relating to the security. In some circumstances, additional elements may be required for there to be a violation of law, including breach of a duty or the misappropriation of information. It is also illegal to "tip" others about inside information. Tipping involves passing material, non-public information about an issuer on to others or recommending that they trade the issuer's securities.

Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission ("SEC"). Questions concerning the law or a particular situation should be addressed with the Legal & Compliance Department prior to taking any action. If the Supervised Person believes that they may have material, non-public information gained within or outside the scope of their employment, regardless of the source, they must notify the Legal & Compliance Department so that securities can be monitored and/or placed on the RUSA Restricted List as appropriate.

II. RUSA'S INSIDER TRADING RULES

Set forth below are three rules concerning insider trading. Failure to comply with these rules could result in violations of the federal securities laws and subject the Supervised Person to severe penalties under these laws. Violations of these rules also may result in discipline by RUSA, up to and including termination of employment.

o Supervised Persons who possess, or have reason to believe they possess, material, non-public information relating to any security, may not buy or sell that publicly traded security for themselves, members of their family, RUSA or any other persons. In addition, Supervised Persons may not recommend to others that they buy or sell that security.

o If a Supervised Person is aware that RUSA is considering or actually trading any publicly traded security for any account it manages, the Supervised Person must regard that as material, non-public information.

o Supervised Persons must contact the Legal & Compliance Department and disclose that they are in possession of this information and may not communicate material, non-public information to anyone without the advance approval of the Legal & Compliance Department.

III. WHAT IS NON-PUBLIC INFORMATION?

Non-public information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, magazine, on the television, on the radio or in a publicly disseminated disclosure document (such as a proxy statement, quarterly or annual report, or prospectus), consider the information to be public. If the information is not available in the general media or in a public filing, consider the information to be non-public. If you are uncertain as to whether material information is non-public, you must consult the Legal & Compliance Department.

While Supervised Persons must be especially alert to sensitive information, you may consider information directly from a company representative to be public information unless you know or have reason to believe that such information is not generally available to the investing public. In addition, information you receive from company representatives during a conference call that is open to the investment community is public. The disclosure of this type of information is covered by SEC Regulation FD. Please contact the Legal & Compliance Department if you have any questions with regard to this Regulation.

A RUSA Supervised Persons working on a venture capital, private equity or private securities transaction who receives information from a company representative regarding the transaction should treat the information as non-public. The termination or conclusion of the negotiations in many instances will not change the status of that information.

IV. WHAT IS MATERIAL INFORMATION?

There is no statutory definition of material information. Information an investor would find useful in deciding whether or when to buy or sell a security is generally material. In most instances, any non-public information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether non-public information is material, you must consult the Legal & Compliance Department.

V. MATERIAL INFORMATION EXAMPLES

1. MATERIAL INFORMATION MAY BE ABOUT THE ISSUER ITSELF: FOR EXAMPLE:

o information about a company's earnings or dividends, (such as whether they will be increasing or decreasing);

o any merger, acquisition, tender offer, joint venture or similar transaction involving the company;

o information about a company's physical assets (e.g., an oil discovery, or an environmental problem);

o information about a company's Personnel (such as a valuable employee leaving or becoming seriously ill); or

o information about a company's financial status (e.g., any plans or other developments concerning financial restructuring or the issuance or redemption of, or any payments on, any securities).

2. INFORMATION MAY BE MATERIAL THAT IS NOT DIRECTLY ABOUT A COMPANY, IF THE INFORMATION IS RELEVANT TO THAT COMPANY OR ITS PRODUCTS, BUSINESS, OR ASSETS. FOR EXAMPLE:

o Information that a company's primary supplier is going to increase dramatically the prices it charges; or

o information that a competitor has just developed a product that may cause sales of a company's products to decrease.

3. MATERIAL INFORMATION MAY INCLUDE INFORMATION ABOUT RUSA'S PORTFOLIO MANAGEMENT ACTIVITIES.

You should treat as material, any information that RUSA is considering whether to buy or sell a publicly traded security of a company or is going to make a trade or has just made a trade of that security.

VI. "FRONT-RUNNING" AND "SCALPING"

Trading while in possession of information concerning RUSA's trades is called front-running or scalping, and is prohibited by RUSA's insider trading rules, and may also violate federal law. The terms "front-running" and "scalping" are sometimes used interchangeably in industry literature and by the SEC.

Front-running is making a trade in the same direction as RUSA just before RUSA makes its trade, for example, buying a security just before RUSA buys that security, or selling just before RUSA sells that security.

Scalping is making a trade in the opposite direction just after RUSA's trade, for example, selling just after RUSA stops buying such security or buying a security just after RUSA stops

selling such security. Scalping allows Supervised Persons the opportunity to profit from temporary artificially inflated/deflated prices caused by RUSA's transactions.

VII. "CHINESE WALL"

One of the primary methods of protection against the misuse of material non-public information is the restriction of communications between private and public business units.

1. RUSA's private business units are defined as:

a. the Venture Capital Division ("VCD"),

b. the Private Equity Division ("PED") and;

c. the WPG Hedge Funds engaged in private equity transactions ("HF").

2. RUSA's public business units are defined as the WPG's equity unit, WPG's fixed income unit, WPG Mutual Funds, and WPG Hedge Funds operating in the public market.

The communication of material non-public information among these groups is prohibited.

VIII. PENALTIES FOR INSIDER TRADING

RUSA and/or RUSA Supervised Persons could be subject severe civil penalties as well as criminal prosecution for illegally trading while in possession of material, non-public information.

IX. SPECIFIC PROCEDURES

In application of the policy, the following procedures shall be followed:

1. SEGMENT AFFILIATIONS

Each RUSA investment unit will be designated by the General Counsel or the Chief Compliance Officer as being associated with either the "Public" or the "Private" Segment.

2. FIRM COMMUNICATIONS AND REPORTING

Supervised Persons who have business relationships with senior management of companies which can result in the receipt of material, non-public information about the company, including, without limitation, (i) the election or appointment of the Supervised Persons as a director, officer, executive employee or confidential consultant, or (ii) the acquisition of securities or the right to receive securities having sufficient voting power to influence the management policies of the Company, should be aware that, in such circumstances, they must contact a lawyer in the Legal and Compliance Department prior to acting in the marketplace.

A. All Supervised Persons shall promptly report to the General Counsel or Chief Compliance Officer their awareness of any information which they believe may constitute material non-public information concerning a company.

B. No Supervised Person from the private business units shall attend any meeting with Supervised Persons associated with public business units in which a company is discussed, unless (i) the attending private personnel shall have obtained General Counsel's or the Chief Compliance Officer's prior clearance that private business unit is not in possession of material non-public information regarding the company, or (ii) such discussion is isolated to a portion of the meeting during which private business unit Supervised Persons are not in attendance.

C. All Supervised Persons of the public business unit are prohibited from soliciting non-public information from any Supervised Person of the private business unit as to any company.

D. The Legal & Compliance Department will maintain the Restricted Security List.

E. Any Supervised Persons who has reason to believe that any violation of this Statement of Policy has occurred shall immediately report all material facts concerning such matter to the Legal & Compliance Department.

H. GIFTS AND ENTERTAINMENT POLICY

Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the Supervised Person. The following guidelines will further clarify this general principal.

DEFINITIONS:

GIFT - anything of value, including, but not limited to gratuities, tokens, objects, clothing, or certificates for anything of value. The definition also includes any meal, tickets or admission to events where the person supplying the meal or event is not present.

ENTERTAINMENT - business meals and events such as sporting events, shows, concerts where the person supplying the meal or event is present.

GIFTS POLICY

A. No Supervised Person shall accept any gift of more than $100 value from any person or entity that does business with or on behalf of a client (or any of its portfolios), or any entity that provides a service to Adviser. Gifts of greater than $100 value are to be declined or returned in order not to compromise the reputation of Adviser or the

individual. Gifts valued at less than $100 and considered customary in the industry, are considered appropriate.

B. No Supervised Person shall provide gifts of more than $100 value, per person, per year, to existing clients, prospective clients, or any entity that does business with or on behalf of a client (or any of its portfolios), or any entity that provides a service to Adviser. Gifts valued at less than $100 and considered customary in the industry, are considered appropriate.

C. Under no circumstances may an employee accept or provide a gift of cash or cash equivalent, (such as a gift card, gift certificate or gift check.).

D. Supervised Persons are expressly prohibited from soliciting anything of value from a client, or other entity with which the firm does business.

E. Similarly, Supervised Persons should not agree to provide anything of value that is requested by a client, or other entity with which the firm does business, (such as concert, sporting event or theater tickets,), except that assisting a client or other entity in acquiring tickets for which they intend to pay full value, is permitted under the policy.

ENTERTAINMENT POLICY

A. Supervised Persons may engage in normal and customary business entertainment. Entertainment that is extraordinary or extravagant, or that does not pertain to business, is not permitted.

B. Certain rules and regulations enacted by the client or a regulator of the client may exist which prevent any form of gift or entertainment. It is important to be cognizant of what each client allows, especially pertaining to public funds, where rules may be very stringent and specific.

C. Prior to providing entertainment to a representative of a public entity, contact the Legal and Compliance Department in order to verify interpretation understanding of state or municipal regulations.

STANDARD OF REASONABLENESS

The terms "extraordinary" or "extravagant," "customary in the industry," and "normal and customary" may be subjective. Reasonableness is a standard that may vary depending on the facts and circumstances. If you have questions regarding a gift or entertainment, contact your supervisor, or the Legal/Compliance Department.

RECORDS

RIM must retain records of all gifts and gratuities given or received for a period of three years. These records must be made available upon request for inspection by your Supervisor, the Legal/Compliance department or a regulator.

Marketing/administration must send a copy of the gift log to Legal/Compliance monthly.

I. CHARITABLE CONTRIBUTIONS

If a contribution is requested by a client, RUSA may agree to charitable contributions subject to the following terms.

a. The check must be made in RUSA's name (not the client or the supervised person)

b. Any tax benefit is taken by RUSA

c. The contribution does not directly benefit the client

d. The contribution is not made to satisfy a pledge made by the client

e. The contribution must be made payable to the 501 c 3 Charitable organization (otherwise, the contribution may be subject to LM-10 filing with the DOL)

Charitable contributions must be pre-approved by your supervisor.

J. POLITICAL CONTRIBUTIONS

From time to time, RIM or its employees may be asked by a client to make political contributions. In addition, employees, by their own volition, may seek to make individual political contributions. As an investment manager, RIM is often eligible to manage money on behalf of a state or municipality. To avoid any real or perceived conflict of interests, Robeco requires that all personal political contributions be subject to a preclearance policy.

For the purposes of this policy, political contribution include a direct payment of money to a campaign organization, volunteer work, or fund raising work done on behalf of, or to benefit, a political campaign organization or candidate.

FIRM CONTRIBUTIONS

RIM does not to make political contributions.

INDIVIDUAL CONTRIBUTIONS

FOR ALL EMPLOYEES

- RIM will not reimburse any employee for individual political contributions. In addition, the RIM corporate credit card cannot be used to make contributions.

- Preclearance is required for any political contribution made by any employee to a state or local candidate outside of the contributor's jurisdiction for whom the contributor is not eligible to vote.

- Preclearance is not required prior to individual personal contributions to national election campaigns, national political parties, or political action committees or candidates for national office such as president of the US or members of the US Senate or House of Representatives.

- Certain contributions, even within your voting jurisdiction, may restrict or prohibit RIM from transacting business with a related public entity. If there is a chance that an individual contribution may cause a conflict of interest with RIM's business, please consult with the Head of Sales or the RIM Legal & Compliance Department prior to making an individual contribution.

FOR EMPLOYEES IN SALES, MARKETING AND PORTFOLIO MANAGEMENT

- In addition to the above restrictions, preclearance is required for all individual contributions to state, municipal and local candidates and campaigns, whether inside or outside your voting jurisdiction.

K. OUTSIDE BUSINESS ACTIVITIES

A potential conflict of interest exists with respect to a Supervised Person's duties to RUSA and its clients when individuals are permitted to engage in outside business activities.

Written requests must be submitted to the Supervised Person's supervisor with a copy to the Legal & Compliance Department prior to a Supervised Person seeking to:

o engage in any outside business activity, or

o accept any position as an officer or director of any publically-traded corporation or mutual fund.

The written request must contain all of the information necessary to review the activity. The request should contain the name of the company, the nature of the business, the capacity in which the employee will serve, an identification of any possible conflicts, the term of the contemplated relationships and any compensation to be received.

RUSA fully supports Supervised Persons accepting positions as officers or directors for non-profit or charitable organizations and does not require Supervised Persons to seek approval or report these laudable activities. However, Supervised Persons are cautioned to be mindful that, from time-to-time, certain conflicts of interest may arise by virtue of their position within RUSA and their position within a non-profit or charitable organization, such as when the organization is a client of RUSA's. If such a conflict of interest arises, Supervised Persons must contact the Legal & Compliance Department.

The Legal & Compliance Department, in conjunction with the Supervised Person's supervisor and the Director of Human Resources, will review and/or identify any potential conflicts.

If approved, the Legal & Compliance Department will provide the Supervised Person with written approval. In addition, if applicable, the Legal & Compliance Department will ensure that a registered representative's Form U-4 is updated with the NASD. In the event that a resolution to the conflict cannot be reached, the Supervised Person may be asked to terminate either his outside employment or his position with RUSA.

Finally, upon employment and annually thereafter, Supervised Persons are required to fill out the New Employee/Annual Compliance Acknowledgement Form and accompanying Conflicts Questionnaire ("Questionnaire"). The Questionnaire requests information regarding a Supervised Person's outside business activities. The Legal & Compliance Department will verify items reported on the Questionnaire against written requests received throughout the year.

L. REPORTING VIOLATIONS

All Supervised Persons must report violations of this Code promptly to both the Chief Compliance Officer and an attorney in the Legal & Compliance Department. RUSA is committed to treating all Supervised Persons in a fair and equitable manner. Individuals are encouraged to voice concerns regarding any personal or professional issue that may impact their ability or the firm's ability to provide a quality product to its clients while operating under the highest standards of integrity.

1. Any such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.

2. Retaliation against any individual making such a report is prohibited and constitutes a violation of the Code.

M. ANNUAL REVIEWS AND CERTIFICATIONS

The Legal & Compliance Department will review the Code annually and update any provisions and/or attachments which RUSA deems require revision.

Upon employment, all Supervised Persons are required to certify that they have:

1. Received a copy of the Code;

2. Read and understand all provisions of the Code; and

3. Agreed to comply with all provisions of the Code.

At the time of any amendments to this Code, all Supervised Persons are required to:

1. Certify they have received, read and understood the amendments to the Code; and

2. Agree to comply with the amendment and all other provisions of the Code.

Annually, all Supervised Persons are required to:

1. Certify they have read and understand all provisions of the Code; and

2. Agree to comply with all provisions of the Code.

N. SANCTIONS

Regardless of whether a government inquiry occurs, RUSA views seriously any violation of its Code of Ethics. Disciplinary sanctions may be imposed on any Supervised Persons committing a violation, including, but not necessarily limited to, censure, suspension, monetary penalties, or termination of employment.

O. FURTHER INFORMATION

If any Supervised Persons has any questions with regard to the applicability of the provisions of this Code, generally or with regard to any attachment referenced herein, they should consult the Legal & Compliance Department.

Updates:
January 2005
March 2005
May 2005
August 2005

COMPLIANCE MANUAL AND CODE OF ETHICAL STANDARDS

Written Policies and Procedures under Rule 206(4)-7

I. Introduction:

II. Code of Ethics

A) Standard of Conduct

B) Confidential Information

C) Material Price Sensitive/Inside Information

D) Fiduciary Duty and Conflicts of Interest

E) Scalping or Frontrunning

F) Unfair Treatment of Certain Clients Vis-a-Vis Others

G) Dealing with Clients as Agent and Principal: Section 206(3) of the Investment Advisers Act of 1940

H) Workplace Communications and Computer Usage Policy

I) Personal Trading; Timely Reporting of Trades

J) Employee's Responsibility to Know the Rules and Comply with Applicable Laws

K) Designation and Responsibilities of Compliance Officer

L) Drug and Alcohol Policy

III. Portfolio Management

A) Trade Aggregation and Allocation Policy and Procedures

B) Consistency with Client Objectives and Restrictions and Legal Mandates

C) Proxy Voting

D) Trading Errors

E) Cross Trades

IV. Brokers, FCMs, Derivative Counterparties and Prime Brokers

A) Brokerage Policy

B) Selection of Futures Commission Merchants

C) Selection of Derivative Counterparties

D) Selection of Prime Brokers

V. Client Disclosures and Advertising

A) Account Statements

B) Advertising

C) Updating disclosure with respect to Privacy Policy, Proxy Voting Policy, Soft Dollars and Other Matters

VI. Safeguarding of Client Assets

VII. Recordkeeping

A) Required Records

B) E-mail

VIII. Valuation Policy

IX. Privacy Policy

X. Regulatory Filings

XI. Business Continuity Plan

XII. Anti-Money Laundering Plan

Exhibits

I. INTRODUCTION

The purpose of this Compliance Manual and Code of Ethical Standards is to lay out some of the important business practices of Numeric Investors LLC ("Numeric"). Numeric is an investment adviser registered with the Securities and Exchange Commission ("SEC") that manages portfolios of U.S., European and Japanese equity securities for taxable and tax-exempt clients both foreign and domestic.

II. CODE OF ETHICS

TOPICS IN THIS CODE

A) Standard of Conduct

B) Confidential Information

C) Material Price Sensitive/Inside Information

D) Fiduciary Duty and Conflicts of Interest

E) Scalping or Front running

F) Unfair Treatment of Certain Clients Vis-a-Vis Others

G) Dealing with Clients as Agent and Principal: Section 206(3) of the Investment Advisers Act of 1940

H) Workplace Communications and Computer Usage Policy

I) Personal Trading; Timely Reporting of Trades

J) Employee's Responsibility to Know the Rules and Comply with Applicable Laws

K) Designation and Responsibilities of Compliance Officer

L) Drug and Alcohol Policy

A. STANDARD OF CONDUCT

The purpose of this Code of Ethics is to set forth certain key guidelines that have been adopted by Numeric as the official policy for the guidance of all personnel and to specify the responsibility of all Employees of Numeric (as defined in B.2 below) to act in accordance with their fiduciary duty to Numeric's clients and to comply with all applicable laws and regulations concerning the securities industry. In particular, Employees should be aware of the requirements of the Investment Advisers Act of 1940 (the "Advisers Act") as well as AIMR's "The Code of Ethics and The Standards of Professional Conduct." Careful adherence is essential to safeguard the interests of Numeric and its clients. Numeric expects that all Employees will conduct

themselves in accordance with high ethical standards, which should be premised on the concepts of integrity, honesty and trust. Copies of this Compliance Manual and Code of Ethical Standards as well as AIMR's The Code of Ethics and The Standards of Professional Conduct handbook are made available to all new Numeric Employees as part of their orientation process.

As noted, all Employees of Numeric must conduct themselves in full compliance with all applicable laws and regulations concerning the securities industry. In particular, an Employee should be familiar with those laws and regulations governing "insider trading" and fiduciary duties. It is the responsibility of every Employee to know these laws and regulations and to comply with them. If an Employee needs copies of any laws and regulations concerning the securities business or has any questions about the legality of any transaction, the Employee should consult Numeric's Compliance Officer. Failure to comply with such laws and regulations or this Code may result in sanctions and possibly, depending on the circumstances, immediate dismissal.

Although our fiduciary duties require more than simply avoiding illegal and inappropriate behavior, at a minimum all Employees should be aware that, as a matter of policy and the terms of their employment with Numeric, the following types of activities are strictly prohibited:

(1) Using any device, scheme or artifice to defraud, or engaging in any act, practice, or course of conduct that operates or would operate as a fraud or deceit upon, any client or prospective client or any party to any securities transaction in which Numeric or any of its clients is a participant;

(2) Making any untrue statement of a material fact or omitting to state to any person a material fact necessary in order to make the statements Numeric has made to such person, in light of the circumstances under which they are made, not misleading;

(3) Engaging in any act, practice, or course of business that is fraudulent, deceptive, or manipulative, particularly with respect to a client or prospective client; and

(4) Causing Numeric, acting as principal for its own account or for any account in which Numeric or any person associated with Numeric (within the meaning of the Investment Advisers Act), to sell any security to or purchase any security from a client in violation of any applicable law, rule or regulation of a governmental agency.

In addition, Numeric wishes to maintain a reputation for the highest integrity. To accomplish this goal requires that all Employees continually adhere to these basic principles:

(1) Place the interests of our clients first;

(2) Treat our clients fairly and reasonably and those in similar circumstances as equally as possible;

(3) Exercise due care in handling all information concerning clients;

(4) Avoid any actual or potential conflict of interest in personal securities transactions;

(5) Avoid taking inappropriate advantage of your positions of trust and responsibility; and

(6) Do not damage the efficient, fair and orderly operation of the securities markets or investors' confidence therein.

B. CONFIDENTIAL INFORMATION

1. WHAT IS CONFIDENTIAL INFORMATION?

An investment adviser has a fiduciary duty to its clients not to divulge or misuse information obtained in connection with its services as an adviser. Therefore, all information, whether of a personal or business nature, that an employee obtains about a client's affairs in the course of employment with Numeric should be treated as confidential and used only to provider services to or otherwise to the benefit of the client. Such information may sometimes include information about non-clients, and that information should likewise be held in confidence. Even the fact that Numeric advises a particular client should ordinarily be treated as confidential.

2. WHO IS SUBJECT TO NUMERIC'S POLICIES CONCERNING CONFIDENTIAL INFORMATION?

All Employees - officers and advisory, marketing, back office and administrative - are subject to these policies.

3. WHAT ARE THE DUTIES AND RESPONSIBILITIES OF EMPLOYEES WITH RESPECT TO CONFIDENTIAL INFORMATION?

Since an investment adviser has a fiduciary duty to its clients not to divulge information obtained from or about a client in connection with its services as an adviser, Employees must not repeat or disclose confidential information received from or about clients outside Numeric TO ANYONE, including relatives, friends or strangers. Any misuse of confidential information about a client is a disservice to the client that may cause both the client and Numeric substantial injury. Failure to comply with this policy may have very serious consequences for Employees and for Numeric, including the possibility that Employees might be criminally prosecuted for misusing the information, as described in C below.

2. 4. WHAT ARE SOME STEPS THAT EMPLOYEES CAN TAKE TO ASSURE THAT CONFIDENTIAL INFORMATION IS NOT DISCLOSED TO PERSONS OUTSIDE THE OFFICE?

There are a number of steps Employees should take to help preserve client and other confidences, including the following:

(a) Employees should be sensitive to the problem of inadvertent or accidental disclosure. Careless conversation, naming names or describing details of a current or proposed trade, investment or transaction in a lounge, hallway, elevator

or restroom, or in a train, taxi, airplane, restaurant or other public place, can result in the disclosure of confidential information and should be strictly avoided.

(b) Maintenance of confidentiality requires careful safeguarding of papers and documents, both inside and outside Numeric. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate. Computer files or disks should be password protected.

(c) If an Employee uses a speakerphone, the Employee should be careful to refrain from using it in any way that might increase the likelihood of accidental disclosure. Use caution, for example, when participating in a speakerphone conversation dealing with confidential information if the office door is open, or if the speakerphone volume is set too high. The same applies if an Employee knows or suspects that a speakerphone or a second extension phone is being used at the other end of a telephone conversation.

(d) In especially sensitive situations, it may be necessary to establish barriers to the exchange of information within Numeric and to take other steps to prevent the leak of confidential information.

(e) Employees should be aware that e-mail and information transmitted through the Internet may not be secure from hacking or interception and should be cautious in transmitting confidential information by e-mail or through the Internet.

C. MATERIAL PRICE SENSITIVE/INSIDE INFORMATION

All Employees are reminded that purchasing or selling securities on the basis of, or while in possession of, material nonpublic information for their own, for a client's or for Numeric's account is a crime punishable by imprisonment as well as large fines. "Tipping" another person who engages in such activities is also a crime. The term "material" is described below.

The sanctions for trading while in possession of material "price sensitive/inside information" can be severe. In recent years, the SEC has aggressively sought and prosecuted persons who traded on "inside information." Courts are now authorized to impose fines of up to THREE TIMES the profit gained, or loss avoided, on such transactions. Criminal prosecution is also possible. Willful misuse of material nonpublic information will result in dismissal from employment by Numeric.

Employees should be careful to avoid even the appearance of wrongdoing. Even an innocent purchase or sale of securities by an Employee who is unaware that other Employees possess material nonpublic information about an issuer may damage Numeric's reputation and may lead to protracted investigations and audits of both Numeric and Employees.

The following sections of this memorandum seek to answer some of the most commonly asked questions about insider trading. In the questions and answers that follow, the term "issuer" refers to an entity, such as a corporation, partnership or state agency, that has issued securities, and the term "securities" is used in the broadest sense to include privately held and

publicly traded stocks, bonds, options and other investment vehicles that the SEC considers to be securities.

1. WHO IS SUBJECT TO THE INSIDER TRADING RULES?

All Employees and all persons - friends, relatives, business associates and others - who receive nonpublic material price sensitive/inside information from Employees concerning an issuer of securities (whether such issuer is a client or not) are subject to these rules. It does not matter whether the issuer is public or private.

At Numeric, the rules apply to officers, marketing, advisory, back office, administrative, and other staff. Furthermore, if any Employee gives nonpublic material price sensitive/inside information concerning an issuer of securities to a person outside Numeric, and that person trades in securities of that issuer, the Employee and that person may both have civil and criminal liability.

2. WHAT IS MATERIAL PRICE SENSITIVE/INSIDE INFORMATION?

Generally speaking, price sensitive/inside information is information about an issuer's business or operations (past, present or prospective) that becomes known to an Employee and which is not otherwise available to the public. Although neither the courts nor the SEC has defined "material" precisely, the word is similar in meaning to "important" or "significant."

While the exact meaning of the word "material" is not entirely clear, it IS clear that if a person knows information about an issuer which the person believes would influence an investor in any investment decision concerning that issuer's securities and which has not been disclosed to the public, the person should not buy or sell that issuer's securities. Under current court decisions, it makes NO difference whether the material price sensitive/inside information is good or bad. Needless to say, if the undisclosed information would influence an Employee's own decision to buy or sell or to trade for a client or Numeric, the information probably is material and an Employee should not trade or permit Numeric to trade for a client or itself until it has been publicly disclosed.

3. HOW DOES "MATERIAL PRICE SENSITIVE/INSIDE INFORMATION" DIFFER FROM "CONFIDENTIAL INFORMATION"?

Here is an example that should clarify the difference between the two. Suppose Numeric is engaged by the president of a publicly-traded corporation to provide advice with respect to her personal pension fund and while working on the matter an Employee learns the amount of alimony she pays to her former spouse. That discovery should be kept confidential, but it almost certainly has no bearing on the value of her corporation's securities (i.e., it is not material) and, in fact, it probably is not "price sensitive/inside information" about the corporation itself. Accordingly, an Employee of Numeric could buy or sell securities of that issuer so long as the Employee possessed no material nonpublic information about the corporation. But disclosure of the president's alimony payments would be embarrassing to her and improper.

In other words, confidential information should never be disclosed, but it is not always material price sensitive/inside information. Knowing it is not necessarily an impediment to participating in the securities markets concerning a particular issuer.

4. ARE THERE CERTAIN KINDS OF INFORMATION THAT ARE PARTICULARLY LIKELY TO BE "MATERIAL PRICE SENSITIVE/INSIDE information"?

Yes. While the following list is by no means complete, information about the following subjects is particularly sensitive:

(a) Dividends, stock dividends and stock splits.

(b) Sales and earnings and forecasts of sales and earnings.

(c) Changes in previously disclosed financial information.

(d) Corporate acquisitions, tender offers, major joint ventures or merger proposals.

(e) Significant negotiations, new contracts or changes in significant business relationships.

(f) Changes in control or a significant change in management.

(g) Adoption of stock option plans or other significant compensation plans.

(h) Proposed public or private sales of additional or new securities.

(i) Significant changes in operations.

(j) Large sales or purchases of stock by principal stockholders.

(k) Purchases or sales of substantial corporate assets, or decisions or agreements to make any such purchase or sale.

(l) Significant increases or declines in backlogs of orders.

(m) Significant new products to be introduced.

(n) Write-offs.

(o) Changes in accounting methods.

(p) Unusual corporate developments such as major layoffs, personnel furloughs or unscheduled vacations for a significant number of workers.

(q) Labor slowdowns, work stoppages, strikes, or the pending negotiation of a significant labor contract.

(r) Significant reductions in the availability of goods from suppliers or shortages of these goods.

(s) Extraordinary borrowings.

(t) Major litigation.

(u) Governmental investigations concerning Numeric or any of its officers or directors.

(v) Financial liquidity problems.

(w) Bankruptcy proceedings.

(x) Establishment of a program to repurchase outstanding securities.

5. WHAT IS THE LAW REGARDING THE USE OF MATERIAL PRICE SENSITIVE/INSIDE INFORMATION?

Federal law, and the policy of Numeric, prohibit any Employee from using material price sensitive/inside information, whether obtained in the course of working at Numeric or otherwise, for his or her private gain, for Numeric's gain or for a client's gain and prohibit any Employee from furnishing such information to others for their private gain. This is true whether or not the information is considered "confidential". When in doubt, the information should be presumed to be material and not to have been disclosed to the public. No trades should be executed for any Employee, any client or for Numeric, if the person executing the trade or Numeric has material price sensitive/inside information about the issuer.

6. WHAT IS "TIPPING"?

Under the federal securities laws, it is illegal to disclose (or "tip") material price sensitive/inside information to another person who subsequently uses that information for his or her profit. In order to minimize this liability, all personnel should comply with the policies regarding protection of confidential information described above, which will include the following measures:

(a) To reduce the chances of inadvertent tipping of material price sensitive/inside information, any nonpublic information that might be considered material should not be discussed with any person outside Numeric. Such information should be regarded as particularly sensitive, confidential information, and Numeric's policies for safeguarding such information should be strictly observed.

(b) Employees should avoid recommending to any person, including Numeric's clients, the purchase or sale of client (or client-related) securities.

(c) Caution must especially be used when receiving information from securities analysts, corporations in the same business as the client and members of the press.

Questions regarding whether such information may constitute "inside" information should be referred to Numeric's Compliance Officer.

7. TO WHOM MUST MATERIAL PRICE SENSITIVE/INSIDE INFORMATION BE DISCLOSED BEFORE AN EMPLOYEE CAN TRADE?

To the public. Public disclosure of material events is usually made by means of an official press release or filing with the SEC. An Employee's disclosure to a broker or other person will not be effective, and such Employee may face civil or criminal liability if such Employee (or the person to whom the Employee makes disclosure) trades on the basis of the information. Numeric staff should be aware that in most cases they are not authorized to disclose material events about an issuer to the public and that right usually belongs to the issuer alone.

8. HOW DOES AN EMPLOYEE KNOW WHETHER PARTICULAR MATERIAL PRICE SENSITIVE/INSIDE INFORMATION HAS BEEN PUBLICLY DISCLOSED?

If an Employee sees information in a newspaper or public magazine, that information will clearly have been disclosed. Information in a filing with the SEC or a press release will also have been disclosed. If any Employee has any questions about whether information has been disclosed, SUCH EMPLOYEE SHOULD NOT TRADE in the affected securities. An employee should contact Numeric's Compliance Officer for advice in the matter.

9. WHAT MUST AN EMPLOYEE DO WITH RESPECT TO MATERIAL PRICE SENSITIVE/INSIDE INFORMATION THAT SUCH EMPLOYEE MAY LEARN ABOUT AN ISSUER THAT IS NOT A CLIENT OF NUMERIC?

In connection with their work at Numeric, Employees may come into possession of material price sensitive/inside information with respect to issuers that are not clients of Numeric such as information with respect to issuers or securities of issuers which are being analyzed for purchase or sale. This is particularly likely to happen in connection with the recommendation of the purchase or sale of an issuer's securities. All personnel receiving material, nonpublic information have the same duty not to disclose OR USE that information in connection with securities transactions as they have with respect to client securities. In other words, Employees may not purchase or sell any securities with respect to which they have price sensitive/inside information for their own, Numeric's or for a client's account or cause clients to trade on such information until after such information becomes public. The foregoing prohibition applies whether or not the material price sensitive/inside information is the basis for the trade. Employees should be alert for information they receive about issuers on their recommendation or approved lists which may be material price sensitive/inside information. In addition, whenever Employees come into possession of what they believe may be material nonpublic information about an issuer, they must immediately notify the Compliance Officer because Numeric as a whole may have an obligation not to trade in the securities of the issuer. The Compliance Officer shall maintain a list of all issuers about which Numeric has price sensitive/inside information and shall circulate such list to the appropriate personnel at Numeric so as to prevent any trading in securities of such issuers.

10. WHO IS AVAILABLE FOR ADDITIONAL ADVICE OR ADVICE ABOUT A PARTICULAR SITUATION?

The Compliance Officer designated from time to time by Numeric will oversee matters relating to price sensitive/inside information and prohibitions on insider trading.

Disclosure outside Numeric of confidential information by an Employee, or participation or tipping others to participate in business or securities transactions when in possession of material price sensitive/inside information, may be a violation of law and subject the employee to severe penalties, including criminal prosecution.

D. FIDUCIARY DUTY AND CONFLICTS OF INTEREST

Numeric and its Employees have a fiduciary duty to Numeric clients to act for the benefit of the clients and to take action on the clients' behalf before taking action in the interest of any Employee or Numeric. The cornerstones of the fiduciary duty are the obligations to act for the clients' benefit and to treat the clients fairly. Clients may therefore expect their fiduciaries to act for clients' benefit and not for their own benefit when a conflict of interest between the client and the fiduciary arises. No Employee should ever enjoy an actual or apparent advantage over the account of any client.

This Manual attempts to highlight and address many of the common conflicts of interest that may arise between (1) Numeric and its employees vs. Numeric clients and (2) between different client accounts. It is not possible for every conflict to be addressed in the Manual, however. Employees should be particularly sensitive to the existence of actual or potential conflicts of interest not addressed herein and should promptly raise any such conflicts of which they become aware with Numeric's Compliance Officer.

The manner in which any Employee discharges its fiduciary duty and addresses a conflict of interest depends on the circumstances. Sometimes general disclosure of common conflicts of interest may suffice. In other circumstances, explicit consent of the client to the particular transaction giving rise to a conflict of interest may be required or an Employee may be prohibited from engaging in the transaction regardless of whether the client consents.

The duty to disclose and obtain a client's consent to a conflict of interest must always be undertaken in a manner consistent with the employee's duty to deal fairly with the client. Therefore, even when taking action with a client's consent, each Employee must always seek to assure that the action taken is fair to the client.

Conflicts of interest can arise in any number of situations. As noted, no comprehensive list of all possible conflicts of interest can be provided in this memorandum. However, the following are common examples of conflicts of interest. For example, an Employee may seek to induce a bank to give the Employee a loan in exchange for maintaining excessive cash balances of a client with the bank or may execute trades for a client through a broker-dealer that provides research services for Numeric but charges commissions higher than other broker-dealers. In the former case, such activity would be a violation of an employee's fiduciary duty and might subject the employee and Numeric to liability under the Investment Advisers Act of 1940 (the "Advisers Act") and other applicable laws. In the latter case, if Numeric determines in good faith that the higher commissions are reasonable in relation to the value of the brokerage and

research services provided by a broker or dealer viewed in terms of either a particular transaction or Numeric's overall responsibilities with respect to an account as to which Numeric exercises investment discretion and appropriate disclosure is made to the client and in Numeric's Form ADV, the payment of higher commissions may be permitted under the safe harbor of Section 28(e) of the Securities Exchange Act of 1934.

Another common conflict of interest occurs when Numeric pays some consideration to a person for recommending Numeric as an adviser. In those circumstances, an Employee must make disclosure to any prospective client of any consideration paid for recommending Numeric's services to that prospective client and Numeric must comply with Rule 206(4)-3 promulgated under the Advisers Act. This Rule governs situations involving cash payments for client solicitations and requires that specific disclosure documents which contain information about the solicitor and the adviser be provided to a prospective client at the time of the solicitation.

COMMISSIONS. Employees may negotiate with broker-dealers regarding the commissions charged for their personal transactions but may not enter into any arrangement to pay commissions at a rate that is better than the rate available to clients through similar negotiations.

GIFTS. Employees are prohibited from receiving any gift, service or other item of more than $200 value from any person or entity that does business with or on behalf of Numeric or has in the past or may in the future do business with Numeric. This policy excludes business meals, and tickets to events, however, any meal or event with a cost in excess of $200 per person must be reported to the Compliance Officer and the gift giver must be present at the event. All invitations to events, be it sporting, theatre or otherwise, must be unsolicited.

SERVICE AS A DIRECTOR OR MEMBER OF INVESTMENT COMMITTEE. Any Employee who wishes to serve as an officer or director of any public company, or of any organization where such duties might require involvement in investment decisions, or who wishes to serve on the investment committee of any organization, must obtain the prior written consent of the Compliance Officer, which shall be granted in his discretion and only if he is satisfied that such service shall not create a conflict with such Employee's fiduciary duty to clients.

If any Employee is faced with any conflict of interest, he or she should consult Numeric's Compliance Officer prior to taking any action.

E. SCALPING OR FRONTRUNNING

As a general rule, if any Numeric Employee knows of a pending "buy" recommendation and buys stock before Numeric makes a recommendation to its non-discretionary clients or takes action on the recommendation for its clients for which it has investment discretion, or if any Numeric Employee is aware of a pending "sell" recommendation and sells stock under such circumstances, such Employee is engaged in a practice known as "scalping" or "frontrunning."

A Numeric Employee or family member residing in that employee's household or person or entity over which the employee has control (the "Related Person(s)") may not engage in the practice of purchasing or selling stock before a buy or sell recommendation, as the case may be,

is made to a non-discretionary client or Numeric takes action for its clients for which it has investment discretion. Such activities put Numeric and its Employee in a conflict of interest and give the employee or the Related Person an advantage at the client's expense. Limited exceptions may be granted for liquid securities where the Employee is selling or selling a nonmaterial number of shares. Any trades undertaken for an Employee's own account, for the account of Numeric, for the account of any non-Numeric client or for a Related Person must be done so as not to disadvantage a Numeric client in any way. This means that all Numeric employees and their Related Persons must generally wait to trade a security until all trading in that security for all accounts of Numeric's clients is completed, although in some cases it may be appropriate to aggregate a personal trade with client trades (see Section IIIA). If all client trades are not completed before a Numeric employee or Related Person trades, the antifraud provisions of the Advisers Act may be violated.

In order to preclude the possibility that material nonpublic information about Numeric's investment decisions and recommendations, and client securities holdings and transactions, could be misused, Numeric has taken steps to restrict access to such information to employees who need such information to perform their duties, including the use of password protection on computer files and limiting physical access to paper storage records. Employees who are not authorized to access such information may be subject to termination if they attempt to do so.

F. UNFAIR TREATMENT OF CERTAIN CLIENTS VIS-A-VIS OTHERS

A Numeric Employee who handles one or more clients may be faced with situations in which it is possible to give preference to certain clients over others. Employees must be careful not to give preference to one client over another even if the preferential treatment would benefit Numeric or the Employee.

For example, an Employee should not (i) provide better advice to a large, prestigious client than is given to a smaller, less influential one, (ii) give sale advice to one client ahead of another, or (iii) direct securities of a limited supply and higher potential return to particular clients because they generate larger fees for Numeric.

As in other instances, the fiduciary duty of an Employee to a client must govern the employee's actions in each situation and the extent of the fiduciary duty of an Employee to a client is determined by the specific relationship between the parties and the reasonable inferences to be drawn from the relationship. In the absence of express or implied agreements between the parties, usage and custom should be used to determine how an Employee should discharge his or her duty. Each situation should be examined closely to determine whether the client has consented to the Employee's actions favoring another client AND whether the resulting relationship with the client which was not favored is fair and consistent with the securities laws. If both parts of this test have been satisfied, most likely there has been no breach of fiduciary duty. IF A QUESTION ARISES ABOUT ACTION THAT MAY GIVE RISE TO A CONFLICT OF INTEREST INVOLVING PREFERENTIAL TREATMENT OF ONE CLIENT OVER ANOTHER, AN EMPLOYEE SHOULD CONSULT NUMERIC'S COMPLIANCE OFFICER PRIOR TO TAKING ANY ACTION.

G. DEALING WITH CLIENTS AS AGENT
AND PRINCIPAL: SECTION 206(3) OF THE ADVISERS ACT

Section 206(3) of the Advisers Act addresses specifically two conflict of interest situations: sale and purchase of securities to and from a client either as a broker for another person or as a principal for the account of the adviser.
Section 206(3) makes it unlawful for an investment adviser "acting as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction."

Thus, Section 206(3) requires that employees involved in the situations where Numeric is buying or selling securities from a client or where Numeric acts as a broker-dealer for a non-client in a transaction with an advisory client disclose to the client the capacity in which Numeric acts AND obtain the client's consent. Disclosure under Section 206(3) must be in writing. Numeric must, under Section 206(3), disclose to the client its capacity, its profits (if it acts as principal) and its commissions (if it acts as agent for another). These types of transactions can be particularly troublesome under applicable laws and must NOT be entered into without prior consultation with Numeric's Compliance Officer.

H. WORKPLACE COMMUNICATION AND COMPUTER USAGE POLICY

Set forth below is Numeric's policy regarding workplace communications and computer usage. This policy applies to all employees of Numeric.

Numeric provides all employees access to a wide variety of computing and other electronic and technical resources, including -- by way of example only -- computer networks, network connectivity programs and devices, software products (including highly confidential and proprietary business products owned by Numeric), laptop computers, personal digital assistants and the telephone system ("Numeric Technology"). The Numeric Technology exists to support and facilitate Numeric business and the use of these resources should be limited to work-related purposes. Every employee who uses Numeric Technology (including programs and devices enabling remote connectivity to or from Numeric's computer networks, and the voicemail and email systems) is responsible for ensuring that all communications and usage are professional, businesslike and in the interest of Numeric. IN THIS REGARD, ALL EMPLOYEES OF NUMERIC ARE REMINDED THAT THEY ARE BOUND, LEGALLY AND CONTRACTUALLY, TO KEEP NUMERIC'S CONFIDENTIAL AND PROPRIETARY BUSINESS INFORMATION -- INCLUDING, AMONG OTHER THINGS, NUMERIC-CREATED COMPUTER DATABASES, SIMULATIONS AND MODELS PREDICTIVE OF THE BEHAVIOR OF VARIOUS SEGMENTS OF THE UNITED STATES, EUROPEAN AND JAPANESE SECURITIES MARKETS ("CONFIDENTIAL INFORMATION") -- IN STRICTEST CONFIDENCE AT ALL TIMES AND NEVER TO MISAPPROPRIATE THEM FOR ANY NON-NUMERIC USE.

Numeric understands that communications on its communication systems may be transmitted to and stored in several different computers on the way to their destinations, and that many people, both within Numeric and in the outside world, may be able to read an employee's email and other documents on the system. Accordingly, before sending electronic

communications to Numeric customers and other business contacts, employees are instructed to consider whether the matter is so confidential or sensitive that it should not be transmitted electronically without permission, encryption, or both. In a related vein, employees are reminded that, if they make use of the system for personal communications or to store personal files despite Numeric's restriction on such activity, such employees cannot expect them to be private. In addition, employees are informed that it may become necessary for Numeric, in the course of its legitimate business activities, to access documents and information contained within the systems. Accordingly:

ACCESS TO NUMERIC TECHNOLOGY

SAFEGUARDING NUMERIC'S PROPERTY

Employees are instructed to never access or transmit to or from Numeric Technology, whether from within or remotely from outside Numeric, unless they are utilizing programs, devices and protocols specifically approved by Numeric for this purpose. Employees must also never access or transmit Numeric Confidential Information, whether within or outside the Company, unless utilizing programs, devices and protocols specifically approved by Numeric for this purpose. THE TRANSMISSION OF NUMERIC CONFIDENTIAL INFORMATION TO NON-NUMERIC COMPUTERS SYSTEMS, LAPTOPS, REMOTE CONNECTIVITY OR STORAGE DEVICES (SUCH AS BLACKBERRIES), PORTABLE CONNECTIVITY OR STORAGE DEVICES (SUCH AS THUMBDRIVES, ANY OTHER FORM OF TECHNOLOGY OR EQUIPMENT IS STRICTLY FORBIDDEN UNLESS IN ACCORDANCE WITH NUMERIC PROTOCOLS OR WITH SENIOR MANAGEMENT'S EXPRESS PERMISSION. SIMILARLY, THE TRANSMISSION OF NUMERIC CONFIDENTIAL INFORMATION TO NON-NUMERIC INTERNET OR INTRANET SITES OR ANY OTHER REMOTE STORAGE LOCATIONS IS STRICTLY FORBIDDEN UNLESS IN ACCORDANCE WITH NUMERIC PROTOCOLS OR WITH SENIOR MANAGEMENT'S EXPRESS PERMISSION.

NO GUARANTEE OF PERSONAL PRIVACY

Employees are reminded that all computer equipment, connectivity devices, passwords, software, files, documents, email and instant messages are the property of Numeric. Numeric reserves the right to access email and any other documents and files produced or stored on Numeric computers or disks when it determines, in its sole discretion, it has a legitimate business purpose for doing so.

The telephone, voicemail system, all voice messages, beepers and beeper messages are also the property of Numeric. Numeric reserves the right to access any employee's conversations and voice messages when it determines, in its sole discretion, it has a legitimate business purpose for doing so.

Due to the nature of electronic communications in general and because Numeric reserves the right to access, for legitimate business reasons, any and all documents, messages or other information maintained in its communication systems, employees of Numeric should not expect that any information created or maintained in the system is private, confidential or secure. As noted above, Numeric reserves the right to monitor the communication of individual employees in its sole discretion.

ARCHIVING OF EMAILS

Numeric is required to maintain records of certain workplace communications. In order to facilitate the preservation of e-mail records, Numeric has established a system for archiving all e-mails sent to or from Numeric. Employees should be aware that all e-mails are being saved and may, subject to applicable law, be subject to review by Numeric's officers and by regulators. Employees are encouraged to use Numeric's e-mail system only for Numeric business and to use their own personal e-mail system/accounts for their personal communication.

INTERNET ACCESS AND DOWNLOADING

BAN ON UNAPPROVED ACCESSING AND TRANSMITTING TO AND FROM NUMERIC

EMPLOYEES ARE PROHIBITED FROM ACCESSING OR TRANSMITTING TO OR FROM NUMERIC TECHNOLOGY, WHETHER FROM WITHIN OR REMOTELY FROM OUTSIDE THE COMPANY, UNLESS THEY ARE UTILIZING PROGRAMS, DEVICES AND PROTOCOLS SPECIFICALLY APPROVED BY NUMERIC FOR THIS PURPOSE. EMPLOYEES ARE ALSO PROHIBITED FROM ACCESSING OR TRANSMITTING NUMERIC CONFIDENTIAL INFORMATION, WHETHER WITHIN OR OUTSIDE THE COMPANY, UNLESS UTILIZING PROGRAMS, DEVICES AND PROTOCOLS SPECIFICALLY APPROVED BY NUMERIC FOR THIS PURPOSE.

GUIDELINES FOR APPROPRIATE INTERNET USE

Delivery of Internet email is not guaranteed. Not only can email be lost or corrupted in transmission, but an error in even one character in an Internet address may prevent delivery or cause a document to be delivered to an unintended recipient. Accordingly, in conducting Numeric business by email, employees shall:

o Use Internet email for distribution of materials containing customer information only with the customer's permission or when the content is plainly not so confidential that interception would be harmful to the customer;

o When considering Internet email to transmit matter that plainly is confidential, take care that the customer has given permission with knowledge that security is not guaranteed or use encryption on the confidential matter, or both.

o When guaranteed, on-time delivery is important, don't rely exclusively on Internet email, unless such email is sent with a confirmation of receipt; secondary delivery medium with hard copy should be used as well for time sensitive information sent via email without confirmation of receipt.

o When sending a message by Internet email, don't assume that it will be received in a short time or even at all. If delivery matters, telephone and check. If it really matters, do at least what you would do with a fax: call ahead to alert the addressee that an important message is coming, and call afterwards for confirmation that it has been received and is readable.

o If a customer wants to use Internet email for something important or time-sensitive, ask the customer to observe the same practices.

o Double-check the Internet addresses.

In addition because documents transmitted by email can be altered inadvertently, sometimes in ways that can be hard to detect, employees must guard against transmission errors by proofreading carefully everything they send and receive and authenticating hard copies of documents that they send.

BAN ON INAPPROPRIATE INTERNET USE

Employees should be aware that some material circulating on the Internet is illegal, for example, child pornography. In a related vein, some Internet material is noxious and, if distributed unsolicited (either intentionally or accidentally) to fellow employees who object to such content, may subject both Numeric and the sender to civil liability. Accordingly, each employee must never use Numeric's system to download or access illegal, offensive, harassing, intimidating, discriminatory, obscene or other matter generally understood to be noxious to a civilized community.

In addition, some material circulating on the Internet is copyrighted or otherwise illegally distributed. It is illegal to make or distribute copies without a license from the copyright owner. Employees thus must never use Numeric's system to download or access copyrighted or otherwise illegally distributed material.

Further, some material circulating on the Internet could damage Numeric's computer system or interfere with others' use of it. Such material includes, but is not limited to, viruses and extremely large files consuming large amounts of memory, such as those containing graphics or animation. Accordingly, employees should use caution and consideration when downloading Internet materials.

ADDITIONAL RESTRICTIONS ON USE

You must never use the computer (including but not limited to the email system) or voicemail system to create or send messages of a harassing, abusive, discriminatory, obscene, intimidating, or offensive nature, or messages that are otherwise prohibited by law or Numeric policy. Numeric will respond to complaints of harassing or discriminatory use of its computer and telephone systems and discipline such inappropriate use.

Employees must also refrain from taking any of the following prohibited actions related to computer, software and telephone use:

Degrading any system in any way, such that access to the system by other users is prevented or interfered with.

Using another employee's computer or telephone account (including accessing or intercepting email or voicemail or accessing documents stored by other employees) without the explicit permission of that individual or the System Manager.

Tampering with the operation of the Numeric computer systems (i.e., all hardware), software programs or telephone system.

Using the computer or telephone for commercial purposes other than Numeric business.

Inspecting, modifying or copying programs or data without the authorization of the owner or Numeric.

Allowing people outside of Numeric access to the computer or telephone systems without the explicit permission of System and Network Administration.

Removing computer or telephone equipment from the building without the prior authorization of the Systems and Network Department.

Finally, Numeric employees are strictly prohibited from disclosing in chat rooms any confidential, proprietary, personal or business information related to the Numeric, including but not limited to about its business, financial condition, customers or customer business, people or employment practices. There are no circumstances under which employees of Numeric should gossip about Numeric matters outside of Numeric, including on-line.

PASSWORDS

Each employee will create unique passwords to the computer and voicemail systems. Numeric reserves the right to bypass such passwords and access the systems in its sole discretion. At the same time, Numeric strongly recommends that you keep each employee keeps his or her passwords secret from other employees as well as from third parties.

U.S. MAIL AND OTHER DELIVERIES

Mail and other deliveries arriving at Numeric are assumed to be related to Numeric business. To preserve the integrity of its business operation, Numeric reserves the right to access any incoming mail or other deliveries, in its sole discretion. In particular, Numeric may open all mail delivered to an employee who is absent from the premises, whether due to vacation, sick time, leave time, business travel or otherwise. Employees must never use the mail system to receive illegal materials at Numeric, or misuse the mail system in any way that is otherwise prohibited by law or Numeric policy.

ENFORCEMENT/SANCTIONS

All employees are expected to assist in the enforcement of this policy. Any conduct expressly in violation of this policy or in any other way involving abuse or misuse of network privileges, software products, the telephone system or the mail may result in disciplinary action, ranging from suspension of network or telephone privileges or of access to software products, up to and including termination. In addition, some misconduct prohibited by this policy may also constitute harassment or discrimination or may otherwise be illegal and will be treated in accordance with Numeric's policies and the law regarding such misconduct.

I. PERSONAL TRADING; TIMELY REPORTING OF TRADES

PERSONAL TRADING

Set forth below are Numeric's policies regarding personal trading. These policies apply to all Access Persons. Under the Advisers Act, Access Persons include any of Numeric's partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees who have access to nonpublic information regarding clients' purchases or sales of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. Because Numeric's primary business is providing investment advice, the Advisers Act presumes that all officers, director and partners are Access Persons. Because of Numeric's size and the range of duties that Employees may have, ALL NUMERIC EMPLOYEES ARE CONSIDERED "ACCESS PERSONS," and "Access Person" procedures, standards and restrictions that might be imposed only on a limited subset of employees in another, larger organization, apply to ALL Numeric Employees.

Employees have a fiduciary responsibility to put their clients' interests ahead of the interest of their own accounts. Accordingly, this requires that any trades which Employees undertake for their own account, or for the account of any non-Numeric client, must be done so as not to disadvantage any Numeric client and not to interfere with client portfolios in any way. Any Employee trading activity should be entirely segregated from and have no impact on the investment process Numeric performs for its clients. Actual or perceived conflicts of interest and front-running should not take place and personal trading activity should be kept to a minimum. Certain prohibitions on personal trading, however, do not apply to any directors of Numeric who are not also employees of Numeric (the "Outside Directors"), as the Outside Directors are not involved in the investment decisions made by Numeric for its clients or in the day to day affairs of Numeric. The current Outside Directors are P. Andrews McLane, Michael Wilson and Peter Carman. The provisions of this Section I which do apply to Outside Directors are specifically noted. Provisions which do not specifically reference Outside Directors do not apply to them.

For the purposes of this chapter, except as specified to the contrary, a "security" does not include shares of open end mutual funds, money market funds, direct obligations of the United States government, bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. Note that the term "security" does include all securities other than those enumerated above, SPECIFICALLY INCLUDING the N/I NUMERIC family of mutual funds, exchange traded funds (including ishares), obligations of any state or local government, closed end mutual funds, partnerships and other entities formed for the purpose of purchasing real estate for investment and other pooled investment vehicles (other than open end mutual funds).

Numeric actively discourages personal trading of securities or derivatives by Employees. Personal trading exposes Numeric and its Employees to additional risks for which there exists no compensation. It also might provide a distraction from managing client assets. For these reasons, Employees (including on-site consultants) are encouraged to minimize the amount of trading of securities or derivatives for their personal accounts including Covered Accounts (i.e.

securities trading accounts in which the Employee has any direct or indirect beneficial ownership interest) defined as those:

o of immediate family members sharing the same household including the following persons: spouse, child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, adoptive relationships, and any other relationship which Numeric's Compliance Officer determines could lead to the possible conflicts of interest or appearances of impropriety which this policy is intended to prevent; or

o where the Employee exercises any degree of control or has an economic interest including but not limited to: trusts, estates, investment clubs, charitable organizations, or any other account if acting as authorized agent or portfolio manager.

The following rules of conduct related to personal investing activities apply:

o An Employee shall not take advantage of business and client information in the Employee's private affairs.

o An Employee shall avoid becoming so closely involved with a client or supplier of Numeric privately, that there is a risk of price-sensitive/insider information being communicated or of inappropriate mixing of business and private interests.

o An Employee may not execute a securities transaction (including a transaction in open end mutual funds) further to or in anticipation of orders on behalf of clients of Numeric.

o After placing an order for a securities transaction (including a transaction in open end mutual funds) or the execution of such an order, an Employee may not place an order for a securities transaction that is the reverse of such a securities transaction in respect of securities of the same company or in respect of securities relating to that company within 24 hours and the subsequent five trading days.

o An Employee may not sell, assign or otherwise trade in any stock for a period of 60 calendar days following the receipt of a stock option for such stock by Employee, and for a period of 60 days following the exercise of such stock option.

o An Employee may not profit from a securities transaction (including a transaction in open end mutual funds that invest in equities, but specifically not including mutual funds that invest only in cash or near cash instruments and/or debt securities) that is the reverse of such a securities transaction in respect of the same type of securities, securities of the same company or securities relating to that company, within 60 calendar days.

o An Employee shall avoid any inappropriate mixing of business and private interests or reasonably foreseeable appearance thereof.

Any profits realize by an Employee in contravention of the foregoing principles, will be required to be disgorged. Numeric's Compliance Officer may make an exception to this requirement for severe and extenuating circumstances. As a general rule, profits disgorged by Employees as provided above shall be credited to client accounts to the extent that such clients were affected by the improper activity, provided, however, that in the event that Numeric in its discretion determines that the amount disgorged would be immaterial from the perspective of an individual investor to whom such disgorged profits would be credited, Numeric may opt to donate such disgorged profits to charity.

Employees have to seek prior approval from Numeric's Compliance Officer to execute personal security transactions, specifically including all shares of the N/I NUMERIC family of mutual funds. The Employee is prohibited from trading the security until Numeric's Compliance Officer gives explicit authorization in writing. The Employee should send the specifics of the proposed trade to Numeric's Compliance Officer by e-mail.

Numeric's Compliance Officer will check current and intended trading of the portfolio management staff.

Approval for purchases or short sales of securities or derivatives will generally not be granted, even if the security or derivative is not held in clients' accounts and the security or derivative is not being contemplated for purchase or sale for clients' accounts.

In order to preclude any possibility of Employees profiting from their position at Numeric, no approval will be given for acquiring any securities in an initial public offering or a private placement. Exceptions to this policy may be granted if securities are offered directly to the investing public without the use of an intermediary or underwriter, and the employee purchases the shares in the offering directly from the issuing company. In this case, the acquired securities may not be sold within six months. Outside Directors may participate in initial public offerings and private placements.

Approval for liquidations of existing positions will generally be granted, provided that the security or derivative is not being contemplated for purchase or sale for clients' accounts in the next five business days.

For rights allocated to an Employee in a rights issue, approval for liquidation will generally be granted. If a sale of these rights is contemplated for clients' accounts, the Employee's rights will have to be sold at the last available trading day for the rights.

The Compliance Officer will respond to the Employee request via e-mail. If approval to execute a personal security transaction has been granted, the Employee may trade the security as long as the Trading Procedure below is adhered to.

TRADING PROCEDURE

The Employee should execute the trade the same or the next business day the approval was granted.

Employees who have any doubt about the reporting, timing, feasibility or any other element of a personal securities transaction must seek clarification from Numeric's Compliance Officer before executing the trade, even after being authorized. Any uncertainty about the rules and regulations will require that the individual shall not execute the trade. Misinterpretation of the rules is no excuse for mistakenly executing a trade.

If the Portfolio Management staff decides to trade in the security within the subsequent five trading days after the day the security was initially traded by the Employee, Numeric's Compliance Officer will require the Employee to (1) assign the trade executed earlier and disgorge any profit in the trade to the related clients' accounts or (2) give up the profits from that trade to Numeric, to be contributed to a charitable organization of Numeric's choosing.

EMPLOYEE REPORTING

Employees must provide written confirmation of all trades or other acquisitions or dispositions of securities to Numeric's Compliance Officer without delay. Employees are also required to report transactions in securities of non-publicly traded companies. Employees must provide Numeric's Compliance Officer with quarterly summaries showing all trades of securities executed during the preceding quarter, within ten days of the end of the preceding quarter. A copy of Numeric's current form for these reports is attached to this memorandum as EXHIBIT A.

Employees must provide Numeric's Compliance Officer with a statement of all securities holdings for all Covered Accounts both at the commencement of employment at Numeric, and as of December 31st every year thereafter. A copy of Numeric's current form for these reports is attached to this memorandum as EXHIBIT B. In addition, Employees must certify within ten calendar days of the end of each calendar quarter that all trades made by the Employee or any other transactions in any securities were disclosed to Numeric and were made in conformance with all procedures as specified in this compliance manual. For convenience, it is recommended that each Employee instruct each broker, bank or other financial institution in which the Employee has a covered account to provide Numeric with duplicates of all trade confirmations and all account statements on a monthly/quarterly basis.

J. EMPLOYEE'S RESPONSIBILITY TO KNOW THE RULES

AND COMPLY WITH APPLICABLE LAWS

Numeric's employees are responsible for their actions under the law and therefore required to be sufficiently familiar with the Advisers Act and other applicable federal and state securities laws and regulations to avoid violating them. It is the policy of Numeric to comply with all applicable laws, including securities laws, in all respects. Each Employee must promptly report any violation of the Code of Ethics of which he becomes aware to the Compliance Officer, regardless of whether the violation was committed by the Employee or another Employee. The Compliance Officer shall consider whether it is appropriate to protect

the confidentiality of the identity of an Employee reporting a violation by another Employee. It is the strict policy of Numeric that no Employee shall be subject to any form of retaliation in connection with reporting a violation of the Code, and any person found to have engaged in retaliation may be subject to dismissal or other sanction.

Employees must certify in writing by October 5, 2004, and thereafter on an annual basis, that they have read and understood this memorandum, that they will conduct themselves professionally in complete accordance with the requirements and standards described here and that they are not aware of any violations of the Code during the prior year. A copy of Numeric's current form of compliance certificate is attached to this memorandum as EXHIBIT C.

ADDITIONAL EMPLOYEE RESPONSIBILITIES

o REPORT KNOWLEDGE OF ANY VIOLATIONS TO NUMERIC'S COMPLIANCE OFFICER.

Employees have an obligation to report to Numeric's Compliance Officer any knowledge they have of violations of this Compliance Manual or violations of any other applicable law, rule, or regulation of any government, governmental agency, or regulatory organization governing Numeric's professional, financial, or business activities. Failure to report knowledge of any violation will be considered a violation and will potentially subject the employee to immediate dismissal.

o CLIENT COMPLAINTS.

Client complaints must be promptly reported to the Numeric's Compliance Officer.

o BROKERS.

Employees must promptly inform Numeric's Compliance Officer when they receive information that a broker with whom Numeric does business has its license revoked or is subject to an investigation that could lead to its license being revoked.

K. DESIGNATION OF AND RESPONSIBILITIES OF COMPLIANCE OFFICER

Raymond J. Joumas shall serve as Numeric's Chief Compliance Officer (the "Compliance Officer") until such time as a new Compliance Officer is appointed by Numeric's President. In his absence, Shanta A. Puchtler shall be the acting Compliance Officer. It will be the responsibility of the Compliance Officer of Numeric to oversee the enforcement of the matters described in this memorandum and to educate employees to their responsibilities herein. The Compliance Officer will provide new employees with a copy of this memorandum as soon as possible after they join the firm and, upon their request, of the Advisers Act and other applicable laws and regulations. Numeric's Compliance Officer shall conduct training for new and existing employees on the provisions and requirements of this manual from time to time as the Compliance Officer determines to be appropriate.

Numeric's Compliance Officer is responsible for staying current with significant new legal developments in the area of financial advisory services, fiduciary responsibilities, and insider trading and to convey such developments to Numeric's employees. As part of his duties, the Compliance Officer shall review this Compliance Manual no less frequently than annually

and recommend changes as appropriate or necessary. The review shall include consideration of any compliance matters that arose during the prior year, whether the existing policies have proven effective and any changes in the business activities of Numeric and any changes in the Advisers Act and related regulations that might necessitate revisions to the Manual.

Numeric's Compliance Officer will review all employee trading reports in a timely manner to identify any violation of the Code's approval procedures and any improper trades or any patterns of trading (including achieving execution or results which differ materially from the execution or results obtained for clients) which suggest that an Employee may be engaging in abusive practices, and take such action as he or she deems necessary to obtain compliance with the policies set forth in this memorandum and with applicable laws provided, however, that the trading report of the Compliance Officer shall be reviewed by the President of Numeric.

L. DRUG AND ALCOHOL POLICY

I. INTRODUCTION

It is the goal of Numeric to provide for all of our employees a workplace that is free of drug and alcohol abuse.

Numeric believes it to be critical that Numeric and its employees share a commitment to a safe and healthy work environment. An employee who abuses drugs or alcohol poses a serious threat to his or her own well-being, to that of fellow employees and to the general public. For the safety of the employees and of others, Numeric and each of its employees must be able to depend on each other employee each other to report for work and to perform our duties free of alcohol and illegal drugs.

THIS POLICY APPLIES TO ALL EMPLOYEES OF THE COMPANY.

THIS POLICY DOES NOT IN ANY WAY CONSTITUTE, AND SHOULD NOT BE CONSTRUED TO CREATE, A CONTRACT OF EMPLOYMENT OR A PROMISE OF EMPLOYMENT BETWEEN AN EMPLOYEE AND THE COMPANY. IT IS MERELY A GUIDE TO SOME OF THE COMPANY'S POLICIES AND PROCEDURES AS OF THE DATE SET FORTH BELOW. THE COMPANY RESERVES THE RIGHT TO DEPART FROM, INTERPRET, UPDATE, MODIFY, AMEND AND/OR RESCIND THE POLICIES AND OTHER MATTERS DESCRIBED HEREIN FROM TIME TO TIME IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE.

II. VOLUNTARY SELF-REFERRAL FOR TREATMENT.

The Company strongly encourages any employee with a drug or alcohol problem to seek treatment before his or her job is jeopardized.

In the Company's sole discretion, it may grant a leave of absence and reinstatement to any employee who voluntarily seeks treatment in a residential drug or alcohol treatment program prior to violation of this policy. Among other things, evidence of successful completion of the program and the employee's written commitment to remain drug and alcohol-free and to continue his/her participation in any recommended follow-up treatment will be required as a condition of continued employment.

III. DEFINITIONS.

As used in this policy, the term "drug" means any controlled substance listed on Schedules I through V of the federal Controlled Substances Act. Controlled substances include, for example, narcotics such as codeine and heroin, depressants such as barbiturates, stimulants such as cocaine and amphetamines, hallucinogens such as LSD and PCP and cannabis (marijuana).

An "illegal drug" is any controlled substance that cannot be obtained legally (such as LSD) or that, although available legally (by prescription), has been obtained illegally. In other words, "illegal drugs" include not only "street" drugs, but also prescription drugs that have not been lawfully prescribed for the individual.

A "distribution" includes sale, purchase and any other form of transfer or attempted transfer.

IV. PROHIBITIONS.

A. ALCOHOL AND ILLEGAL DRUGS.

Employees are prohibited from manufacturing, distributing, dispensing, possessing, or using illegal drugs, in any amount, while on Company premises or while at work or on duty. In addition, employees are prohibited from reporting for work or performing any work for the Company, whether on or off Company premises, while abusing or under the influence of any drug, illegal drug, or alcohol, or having measurable traces of any illegal drug in his or her system. Violators of this policy may be subject to immediate discipline, up to and including termination.

B. PRESCRIBED AND OVER-THE-COUNTER DRUGS.

This policy does not prohibit employee use of legally-prescribed drugs, consistent with appropriate medical treatment plans, provided that use of such drugs does not impair the employee's ability to perform safely and effectively. Any employee using prescription medication that could impair the employee's safety or job performance must report the use of such medication to Numeric prior to performance of such employee's duties. The employee may be required to provide the Company or its designee with a copy of the prescription and/or other medical verification. If the employee is unable to perform his or her job duties safely and effectively while taking a prescribed medication, the employee may be reassigned or, if no suitable position is available, placed on leave of absence.

The distribution of a prescription drug by one employee to or from another is prohibited.

Employees are also prohibited from using or reporting to work under the influence of or impaired by any over-the-counter ("OTC") drug that could impair the employee's safety or job performance. An exception is made in the case of an OTC drug taken as directed on the instructions of a physician, which drugs will be treated like prescription drugs for purposes of this policy.

III. PORTFOLIO MANAGEMENT

A. TRADE AGGREGATION AND ALLOCATION POLICY AND PROCEDURES

Governing principles: (1) All clients (at the account level) must be treated fairly and (2) we have a fiduciary responsibility to act in the best interest of each client.

AGGREGATION OF REQUESTED TRADES:

1. If the Numeric-wide requested trade size in a given security exceeds the Numeric Trading Threshold (initially set to 15% of the historical twenty-day median daily trading volume), all individual trade requests will be aggregated and participate pro-rata, based on original order request sizes, in each execution. However, once an order exceeds its pre-specified price and volume limits, it will no longer participate in an aggregated order. For orders that are changed or entered after the market opens, Numeric will evaluate the firm wide shares requested at that point (any residual unfilled order plus new shares requested) against the Numeric Trading Threshold (applied against the remaining expected market volume in the security that day) in order to determine whether the residual unfilled order and the new order should be aggregated provided, however, that Numeric may also take into consideration the current day's trading volume in deciding whether to aggregate. However, in all cases, the Numeric Trading Threshold shall remain constant. Any exceptions to this aggregation of orders must be recorded by the Head of Trading and reviewed periodically by the Chief Compliance Officer.

2. For all cases where the Numeric-wide requested trade size in a given equity is equal to or less than the Numeric Trading Threshold, individual trade requests may or may not be aggregated. Typically, the firm will not aggregate these orders. The decision to aggregate such orders rests with the Head of Trading. Numeric does not require documentation regarding aggregation decisions of these orders.

3. The Numeric Trading Threshold level will initially be set to 15% of the historical twenty-day median daily trading volume. The Threshold will be reviewed from time to time by the Investment Committee, and may be changed if deemed appropriate given market conditions. The firm believes that below this Threshold trade completion rates are high and trade price impact is relatively low. The Chief Compliance Officer will record any modifications of the Numeric Trading Threshold in writing.

ALLOCATION OF TRADED SHARES:

1. Numeric will allocate executed shares to each allocation group (composed of several client accounts) based on their relative order request sizes.

2. Shares are allocated pro-rata, based on account size, to all participating accounts in the allocation group. However, if for any reason an account is under-weight or over-weight in a particular security relative to its peers (accounts with the same investment objective), such accounts will receive allocations first until their weight is brought in line with the weightings of the peer accounts.

3. All client accounts within an allocation group participating in the trade will receive the same average price per share.

4. The desire to hold round lots may result in situations where client account level allocations are not exactly pro-rata.

EXCEPTIONS/OTHER POINTS:

1. Limit orders and price bands on algorithmic trades can result in some clients not participating in aggregated trades.

2. Situations involving (i) new inflows from the initial investment of new client accounts and additional investments in existing accounts,
(ii) the partial or full liquidation of a client account due to termination of the account or otherwise, or (iii) the need to rebalance an individual client account to conform to its peers in the strategy or otherwise are valid exceptions to the aggregation policy.

3. Client investment or trading restrictions may require that their accounts not participate in certain trades.

Other situations may arise whereby Numeric may choose not to aggregate particular orders. For instance, in the case of an invest or divest program, orders for that client will generally be permitted to operate outside of the normal daily trade list, and will not be subject to aggregation in the event of any trade overlap. Additionally, circumstances may arise whereby Numeric's traders may be required to make judgments regarding whether to aggregate some orders. For example, if an order was placed for one strategy prior to the market open and a volume weighted average price execution approach was selected for that strategy, traders will analyze any subsequent intra-day orders placed for other strategies for liquidity requirements and other factors when making the decision as to whether aggregation should occur. As with all matters, the fiduciary duty to treat all clients in a fair and equitable manner will govern these decisions.

Exceptions will be recorded in a log, as determined by the Head of Trading (or his designee) and reviewed periodically by the Chief Compliance Officer, provided, however, that no such record will be kept with respect to the most common types of exceptions, such as in paragraphs 1 through 3 above.

B. CONSISTENCY WITH CLIENT OBJECTIVES AND RESTRICTIONS AND LEGAL MANDATES

It is essential that each client's portfolio conform with the client's investment objectives as well as with any specific investment restrictions or limitations imposed by the client. The portfolio manager in charge of the client account has primary responsibility for ensuring consistency between the portfolio and the applicable objectives, guidelines and restrictions. Portfolio managers should use software tools, if possible, to assist in tracking and monitoring portfolios, and should work with Employee traders to put in place procedures to prevent violation of such investment restrictions or limitations (such as automatically blocking a short order for an account that does not permit short selling). A portfolio manager must review each account under its management no less frequently than quarterly for consistency with the applicable objectives, guidelines and restrictions; in some cases more frequent reviews may be appropriate. Portfolio managers should also familiarize themselves with applicable regulations for short sales, margin and the use of commodities, and should review portfolios which utilize such techniques for compliance with any such regulations as part of the quarterly review.

C. PROXY VOTING

Numeric has a written proxy voting policy, which is the most current policy of Institutional Shareholder Services ("ISS"), and related procedures which are intended to assure that client securities are voted in the best interests of the client, and which address material conflicts of interest that may arise between the investment adviser and its clients. All Employees involved in portfolio management and/or the voting of client proxies must familiarize themselves with and adhere to this policy. A summary of the policy prepared by ISS, including ISS's most recent annual updates, is set forth as EXHIBIT D, and is available on Numeric's website www.numeric.com. In addition, a summary of Numeric's proxy voting policies and procedures is set forth in Numeric's Form ADV Part II, along with information about how each client may learn of Numeric's specific votes of proxies with respect to the client's securities. Numeric will furnish a copy of the full policies and procedures to clients upon request.

D. TRADING ERRORS

Any trading errors must be reported immediately to Numeric's Compliance Officer who will determine whether it is possible and appropriate for the trade to be unwound. If the trade cannot be unwound, the Compliance Officer will review the error and determine whether any clients have been harmed. If they have, Numeric will reimburse the affected clients in full. If a client benefits from a trading error, that client will generally be entitled to keep such benefit. The Compliance Officer will review any trading errors to determine if new policies and procedures should be adopted to prevent a similar error from occurring in the future.

E. CROSS TRADES

In certain cases, it may make sense for two or more client accounts to engage in a trade directly. Such cross trades can result in lower commission expenses and impact costs for each client. Cross trades require the prior written approval of both the Compliance Officer and each

client. This is accomplished only after Numeric's Compliance Officer has agreement on the approach from the relevant Portfolio Manager(s).

Numeric does not charge any commission or other fee in connection with facilitating a cross trade (although a fee may be charged by the executing broker), and any such trade should be conducted at the then current market price or another mutually beneficial price, such as the close or the volume weighted average price ("vwap"). Cross trades may not be conducted with any ERISA accounts. If the cross trade involves a mutual fund, the Compliance Officer will also determine whether the cross trade complies with Rule 17a-7 of the Investment Company Act.

The Portfolio Manager(s) has (jointly have (if more than one strategy is impacted)) final responsibility to ensure that cross trades are executed in accordance with the client's written approval.

IV. BROKERS, FUTURES COMMISSION MERCHANTS, DERIVATIVE COUNTERPARTIES AND PRIME BROKERS

A. BROKERAGE POLICY

When placing trades on behalf of a client, Numeric has a fiduciary duty to seek to obtain the best execution possible for the client. While a primary criterion for all transactions in portfolio securities is the execution of orders at the most favorable net price, numerous additional factors may be considered when arranging for the purchase and sale of clients' portfolio securities. These include restrictions imposed by the federal securities laws and the allocation of brokerage in return for certain services and materials described below.

Selection of the appropriate execution venue for a particular trade is one of the most important determinants of best execution. To that end, Numeric shall endeavor to ensure that it maintains access to a variety of options for trade execution. These include traditional brokers, Electronic Communication Networks (ECN), Alternative Trading Systems (ATS), algorithmic trading venues, and any new technologies that may be developed.

In order to ensure best execution for its clients, Numeric maintains a list of approved brokers from which its portfolio managers and traders may choose to execute client transactions (the "Approved Broker List"), which will be reviewed and updated at least quarterly by Numeric's Investment Committee. The primary determinant for inclusion on the Approved Broker List shall be counter-party risk, but Numeric will also evaluate each broker on ancillary factors, including the following, many of which will be a subjective determination on the part of the members of the Investment Committee:

1) Broker's apparent familiarity with sources from or to whom particular securities might be purchased or sold;

2) Perceived reputation and quality;

3) Qualifications of a particular trader at the firm;

4) Broker's willingness to commit capital when appropriate;

5) Quality of sales trading coverage and level of service provided historically;

6) Ability of the broker to ensure anonymity and confidentiality;

7) Quality of past executions, including speed of execution when applicable and continued ability to execute quickly and fully;

8) For brokers, ability to trade in hard to find (thinly traded) securities;

9) Broker's ability to trade in an electronic venue;

10) Broker's commission per share; and

11) Ability to supplement Numeric's management capabilities with research, quotation and consulting services and computer hardware and software materials, as well as any other matters Numeric deems relevant to the selection of a broker-dealer.

Numeric will also require that any broker accounting for 5% or more of the trades conducted by Numeric (such percentage subject to the reasonable discretion of the Chief Compliance Officer) to submit a completed questionnaire detailing such information as the broker's professional affiliations (ie. NASD or NFA membership), insurance coverage and capital reserves (a "Risk Questionnaire"). Further, each broker that will also act as a derivative counterparty wishing to be included on the Approved Broker List will be required to submit a Risk Questionnaire to Numeric (or documentation of similar substance, to be accepted at the discretion of the Chief Compliance Officer).

The Approved Broker List will be reviewed and updated at least quarterly by the Head Trader, in conjunction with Numeric's portfolio managers, and provided to the Investment Committee. Each Approved Broker that was required to initially submit a Risk Questionnaire will also be required to update that questionnaire at least annually. Numeric portfolio managers shall be responsible for selecting the appropriate Approved Broker to conduct specific transactions, taking into account the factors listed above.

Numeric employs a relatively high-turnover approach in most of its strategies. Accordingly, transaction costs are an important determinant of client returns. Numeric has maintained a transaction cost database since 1995 which serves as a tool for evaluating the performance of the trading process. Numeric analyzes many components of a transaction cost in an effort to ensure that the principles of Best Execution are followed. Some of those components include impact, opportunity, commission, and deviation from the volume weighted average price.

Transaction cost reports are made available to all portfolio managers and traders on an as-needed basis, or at least quarterly. Primary responsibility for analysis of these reports shall reside with the Director of Trading. However, the Investment Committee will also review these reports at least semi-annually.

On a semi-annual basis, the Chief Compliance Officer shall review the Approved Broker List (in a coordinated effort with Numeric's Investment Committee), the commissions paid to such brokers and the soft dollar products and services provided by such brokers to Numeric and assess whether Numeric is achieving best execution and is complying with its brokerage policy.

Numeric does not accept client-directed brokerage ("Directed Brokerage). Directed Brokerage may result in a client paying higher commissions than would be the case if Numeric were able to select brokers freely. Directed Brokerage in many cases would limit Numeric's

ability to negotiate commissions for all clients and its ability to aggregate orders, resulting in an inability to obtain volume discounts or best execution for the client in some transactions.

Numeric's brokerage policy is included in Part II of Form ADV.

Numeric may use broker-provided products and services which assist Numeric in carrying out its investment decision making responsibilities. These services may include (but are not limited to): systems consulting (trading and portfolio management), systems hardware (including storage disks/volatile RAM, CPU's, monitors, keyboards, CD ROMs, and other hardware) and software, research consulting, research services (data, periodicals and seminars), data services, trading consulting, telephone equipment, telephone lines (trading and data feeds), proxy research, and trading communication services. Numeric intends to comply with Section 28(e) of the Securities Exchange Act of 1934 in connection with its use of soft dollars. In some cases applicant may acquire a research product or service with soft dollars which also has non-research uses. In these cases Numeric will make a reasonable allocation of the cost of the product or service according to its use. That portion of the product or service which provides administrative or other non-research services will be paid for by Numeric in hard dollars.

All research services received from broker-dealers to whom commissions are paid are used collectively. There is no direct relationship between commissions received by a broker-dealer from a particular client's transactions and the use of any or all of that broker-dealer's research material in relation to that client's account. Numeric may pay a broker-dealer a brokerage commission in excess of that which another broker-dealer might have charged for the same transaction in recognition of research and brokerage related services provided by the broker-dealer.

B. SELECTION OF FUTURES COMMISSION MERCHANTS

Numeric may utilize one or more Futures Commission Merchants ("FCM") in its trading activities. FCMs will be selected from brokers on the Approved Broker List that are authorized to act in such a capacity.

C. SELECTION OF DERIVATIVE OR FOREIGN EXCHANGE COUNTERPARTIES

Numeric will require any derivative or foreign exchange counterparty that it selects on behalf of, or recommends to, client to first complete a questionnaire regarding potential counterparty risk to the client and submit such supporting documentation as Numeric deems appropriate. The form of such questionnaire shall be review and updated at least annually by Numeric's Investment Committee. In addition, each such derivative counterparty will be required to update such questionnaire at least annually and sooner in the event of a material change in the information presented to Numeric.

D. SELECTION OF PRIME BROKERS

Numeric will require any prime broker that it selects on behalf of, or recommends to, client to first complete a questionnaire regarding potential counterparty risk to the client and submit such supporting documentation as Numeric deems appropriate. The form of such questionnaire shall be review and updated at least annually by Numeric's Investment Committee.

In addition, each such prime broker will be required to update such questionnaire at least annually and sooner in the event of a material change in the information presented to Numeric.

Any party approved by Numeric to act as a prime broker shall also be deemed approved to act as a traditional broker, FCM and a derivative, swap or foreign exchange counterparty.

V. CLIENT DISCLOSURES AND ADVERTISING

A. ACCOUNT STATEMENTS

Each client of Numeric has different reporting needs. Numeric attempts to be flexible in providing needed information to each client on a mutually agreeable timetable. The information clients' desire comes from one of three sources, (1) an administrator, (2) a custodian/prime broker, and/or (3) directly from Numeric. Prior to developing a client's reporting, it is important to understand how some of the data is developed.

i. TRADE EXECUTION: On a daily basis, domestic executions are verified to each broker using a trade matching system. International trades are completed via an agency list on a daily basis. The executions are sent to Numeric and automatically imported into Numeric's trading system. The information is then reviewed by both the operations and portfolio management staff to ensure accuracy.

ii. POSITIONS CHECK: All international and the majority of the domestic accounts are reconciled on a daily basis to the custodian/prime broker to ensure the positions in Numeric's accounting system agree with those of the custodian/prime broker.

iii. PORTFOLIO PRICES: The prices used to value the portfolio are reviewed on a daily basis. IDC prices are automatically imported into Numeric's accounting system for domestic portfolios. Reuters prices are automatically imported for the international portfolios. Prices that exceed a moderate tolerance from the previous day are reviewed for company news and corporate actions.

iv. PERFORMANCE: Each morning the Marketing and Client Services Group reconciles the performance in the accounting system to the performance in the portfolio management system to ensure that the accounting system, the system of record, is correct.

v. MONTHLY RECONCILIATION: Every active account is reconciled to the statement provided by the custodian/prime broker. The reconciliation includes position, shares, price, cash and net assets. The reconciliation is completed for all accounts.

The reporting process for each client is somewhat different from this point and is mutually agreed with the client. Some clients desire a copy of the monthly reconciliations, some require monthly summaries, and some only require monthly calculation of performance. The reporting needs are maintained in both the Marketing and Client Services Group and the Operations Group. Often, reporting is sent to clients directly from an administrator or a custodian/prime broker. The only difference between various Numeric clients relates to separate accounts vs. pooled vehicles. Separate accounts may obtain position holdings on a daily basis.

Clients invested in pooled vehicles may only request position holdings with a 45 day lag. All other client requests for information are treated the same with no discrimination based on size or fee structure.

B. ADVERTISING

For Advisers Act purposes, an "advertisement" includes any written communication (including e-mails) 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 for making securities decisions, or any other investment advisory services regarding securities. This definition generally includes any materials designed to retain current clients or solicit new clients, any form letter and presentation materials such as PowerPoint presentations. All Employees should note that advertising is heavily regulated by the SEC, and that advertisements must not be fraudulent, manipulative or deceptive. Among other restrictions, the SEC prohibits testimonials by clients and imposes strict limitations on whether and in what form an adviser may advertise its past recommendations. The SEC has also imposed a series of strict guidelines on when and in what format performance advertising (model or actual) may be used. All advertisements must be pre-approved by the Compliance Officer in order to ensure compliance with these regulations.

C. UPDATING DISCLOSURE WITH RESPECT TO PRIVACY POLICY, PROXY VOTING POLICY, SOFT DOLLARS AND OTHER MATTERS

Numeric's Compliance Officer shall track any changes to the policies and procedures contained herein and consider whether such changes require disclosure to the SEC, other regulatory bodies, or clients, before or after such changes are implemented. In particular, the Compliance Officer will monitor changes in Numeric's Privacy Policy, Proxy Voting Policy and best execution and soft dollar policies, as changes to these policies may require notice to clients. No change may be implemented to this Manual unless Numeric's Chief Compliance Officer has been consulted on the issue of disclosure.

VI. SAFEGUARDING OF CLIENT ASSETS

All Numeric client assets are maintained with prime brokers, broker-dealers, banks or other qualified custodians. While the custodial/prime broker choice belongs to our client, Numeric will only interact with reputable custodian/prime brokers who are able to provide reporting on a monthly basis. Numeric ensures that each broker, bank or custodian which holds client securities provides a report of such holdings and all transactions in the account directly to Numeric and directly to each client no less frequently than MONTHLY. Numeric performs the following reconciliation on each account:

i. POSITIONS CHECK: All international and the majority of the domestic accounts are reconciled on a daily basis to the custodian/prime broker to ensure the positions in Numeric's accounting system agree with those of the custodian/prime broker.

ii. PORTFOLIO PRICES: The prices used to value the portfolio are reviewed on a daily basis. IDC prices are automatically imported into Numeric's accounting system for domestic portfolios. Reuters prices are automatically imported for the international

portfolios. Prices that exceed a moderate tolerance from the previous day are reviewed for company news and corporate actions.

iii. PERFORMANCE: Each morning the Marketing and Client Services Group reconciles the performance in the accounting system to the performance in the portfolio management system to ensure that the accounting system, the system of record, is correct.

iv. MONTHLY RECONCILIATION: Every active account is reconciled to the statement provided by the custodian/prime broker. The reconciliation includes position, shares, price, cash and net assets. The reconciliation is completed for all accounts.

At no time shall Numeric or any Employee have physical custody of any client asset or security. If Numeric or an Employee inadvertently comes into possession of any client asset or securities, such assets or securities must be returned to the client within 24 hours, and Numeric's Compliance Officer must be informed of any such event.

Numeric provides brokers, banks and custodians with a list of Employees authorized to act on behalf of Numeric, and promptly updates such list to reflect any changes when they occur. Any pooled investment vehicle for which Numeric serves as manager, investment advisor or general partner shall be audited annually and copies of the audited financial statements shall be provided to investors within 120 days of the end of the fiscal year.

VII. RECORDKEEPING

Employees should familiarize themselves with the recordkeeping requirements of the Advisers Act. Among other items, the Advisers Act requires that Numeric maintain the records set forth below. Such records have different preservation requirements for the SEC, IRS or other regulatory bodies. Numeric has chosen on a going forward basis to maintain the following records for at least seven years from the end of the fiscal year in which they were created. Certain items must be preserved from the time they were in effect, or for five years from the date an employee terminates employment. Therefore, payroll records and Numeric financial statements and tax returns are kept for at least ten years. Records for the two most recent years are maintained on-site.

Before disposing of any records covered on the list below, an Employee must consult with Numeric's Compliance Officer to confirm that it is appropriate, from both a legal and business perspective, to dispose of the records. If records are maintained in an electronic format, steps are taken to prevent their unauthorized access or use and to protect them from untimely destruction.

A. REQUIRED RECORDS

1. a journal (including cash receipts and disbursements) and other records of original entry forming the basis of entries in any ledger;

2. general and auxiliary ledgers reflecting asset, liability, reserve, capital, income and expense accounts;

3. a memorandum of each client order given and instructions received by Numeric for the purchase, sale, delivery, or receipt of securities (showing, among other things, the terms and conditions of the order (including discretionary or non-discretionary), the Portfolio Manager initiating the transaction on behalf of Numeric, the account for which entered, the date of entry, and where appropriate the bank, broker or dealer that executed the order);

4. all checkbooks, bank statements, canceled checks, and cash reconciliations of Numeric;

5. bills or statements relating to Numeric's business;

6. trial balances, financial statements, and appropriate files relating to Numeric's business;

7. originals or copies of certain communications sent to or received by Numeric (including responses to requests for proposals (RFPs)) that detail proposed investment advice, the placing or executing of purchase or sale orders, or the receipt, delivery or disbursement of funds or securities;

8. a list of and documents relating to Numeric's discretionary client accounts (including powers of attorney or grants of authority);

9. copies of all of Numeric's written agreements with clients or relating to Numeric's business;

10. copies of performance advertisements and documents necessary to form the basis for such performance information;

11. a copy of Numeric's Code of Ethics, a listing of any violations of the Code and actions taken in response to such violations, and copies of each Employee's written acknowledgment that he or she has reviewed and observed the Code of Ethics. Numeric must also maintain copies of all personal holdings and trading reports, as well as records of decisions approving any purchases of IPOs or private placements by Employees. Since Numeric requires pre-approval of all trades, records of those pre-approvals must also be maintained;

12. Numeric's proxy policy and procedures as required by rule 206(4)-6, proxy statements received by Numeric, a record of the votes cast by Numeric and a copy of each written client request for information about the investment adviser's voting of proxies on behalf of each client and the investment adviser's response to each request. Numeric must also retain any document "created" by Numeric that was material to making the decision how to vote a client's proxies or that records "the basis for that decision". Numeric may rely on a third party to retain a copy of a proxy statement or a record of votes cast if the third party gives an undertaking to supply a copy of each promptly upon request, or may rely on the SEC's EDGAR system for copies of relevant proxy statements;

13. copies of Form ADV, as well as proof of providing ADV Part II to clients upon initial engagement and then annually (in lieu of annual delivery Numeric may elect to offer to provide the ADV in writing free of charge).

14. copies of any written agreements with solicitors and copies of the written acknowledgments from referred clients they received the required disclosure statement from the solicitor;

15. copies of any customer complaints and the response thereto;

16. copies of Numeric's privacy policy and any written requests received from clients to opt out of disclosures. Numeric shall also retain copies of its annual privacy notice mailings including proof of mailing; and

17. copies of any trade allocation and aggregation plans and any deviations from such plans including the reasons for such deviations.

18. copies of emails containing any of the above records (as provided in the Computer Usage Policy of Numeric)

VIII. VALUATION

Numeric portfolios are designed to primarily include publicly traded equity securities, and as such, Numeric has adopted the following valuation policy. Securities that are listed on a securities exchange will be valued at their last sales prices on the date of determination or, if no sales occurred on such day, at the mean between the bid and asked prices on such day. Securities that are not listed on a securities exchange will be valued at their last sales prices on the date of determination, or, if no sales occurred on such day, at their last closing bid prices if owned and held in a long position by the client and their last closing asked prices if held as a short position by the client. Securities that are in the form of put or call options, warrants or convertible bonds will be valued at their last closing bid prices if owned and held in a long position by the client and at their last closing asked prices if held as a short position by the client.

Numeric only uses widely known pricing sources. Individual price movements over 9% are cross referenced to another pricing source to ensure that an accurate price has been captured and that a capital transaction was not missed and reflected in the portfolio. Equity positions and cash are reconciled to the custodian/prime broker on a regular basis in order to ensure an accurate valuation.

In any situation where there is not a reliable publicly available price for a security in one of Numeric's strategies due to suspended trading, a corporate action, or other reasons, Numeric's Compliance Officer is responsible for convening a Fair Value Pricing Committee meeting to establish and document a price for that security. The Portfolio Manager for the strategy of the relevant security will gather as much public information as possible and will meet with an independent Portfolio Manager in another strategy and Numeric's Compliance Officer; all such public information will be reviewed to establish a "Fair Value Price" for the security. The established Fair Value Price shall remain in place until further public information becomes available requiring the Fair Value Pricing Committee to reconvene or when trading commences and the public markets establish a price. If the security requiring a "Fair Value Price" is held by any of Numeric's n/i family of mutual funds, a formal communication is sent to the Chairman of the Board of the n/i family of mutual funds for written concurrence with the decision.

IX. PRIVACY POLICY

Numeric has adopted a policy to protect the confidentiality of client information, a copy of which is set forth as EXHIBIT E. Numeric also has a memorandum, in question and answer format, which has been supplied by counsel to Numeric and which explains the privacy regulations. A copy of this memorandum should be reviewed by all Employees to ensure their familiarity with the applicable regulations. While the applicable regulations only apply to personally identifiable financial information gathered from natural persons (and in some cases, even if such persons are only potential clients), Employees should be sensitive to protect all client information that may be confidential and Numeric will generally adhere to its privacy policy with respect to all clients or potential clients.

Numeric discloses the contents of its privacy policy to each client upon initiation of the client relationship and a summary thereof annually thereafter.

X. REGULATORY FILINGS

Numeric's Compliance Officer shall be responsible for updating Numeric's Form ADV as required by the Advisers Act as well as any other regulatory filings for other regulatory bodies. The Compliance Officer shall also be responsible for filing any Forms 13F, 13D or 13G which may be required. In order to facilitate compliance with Section 13, Numeric has established a software program which provides the Compliance Officer with a daily report listing all 5% or greater and 10% or greater positions held on behalf of Numeric clients.

XI. BUSINESS CONTINUITY PLAN

The SEC has made clear that business continuity planning is now considered part of an advisor's fiduciary duty to its clients. Numeric can continue to function and service clients in the face of natural disasters such as fire, earthquake, local area power outages and terrorism. This is accomplished through a combination of (1) a Disaster Recovery site maintained by Numeric located in Waltham, Massachusetts, 15 miles west of Numeric's primary office facility, and
(2) through the use of (home) remote access which is in place for all key Employees.

In terms of succession risk, Numeric is adequately staffed at all levels such that the immediate departure of even a key Employee would not pose an undue burden on Numeric's fiduciary duty to continue to serve its clients.

DISASTER RECOVERY SITE IN WALTHAM, MASSACHUSETTS

In the case of an emergency where Numeric's primary office facility at One Memorial Drive in Cambridge, Massachusetts is unable to function as a working office, the following has been planned.

Numeric's landlord, Equity Office Properties, shall notify Numeric's main contacts, Horace Henderson, Director of Information Technology, Ray Joumas, Managing Director and Chief Financial Officer (and Numeric's Compliance Officer), or Lang Wheeler, President. The first of these Employees contacted will notify the others. If a problem is localized to just Numeric's office, the first employee to recognize the situation should report it to Mr. Henderson, Mr. Joumas or Mr. Wheeler. Mr. Wheeler will notify all department heads from a master Employee phone list, which each Employee keeps.

The Portfolio Management heads, Director of Trading, and Director of Operations will direct their staff to log into the Disaster Recovery Site from home or to proceed to the Disaster Recovery Site (which has sufficient work space for at least 15 Employees).

Mr. Henderson or an information technology person designated by him will go out to the Disaster Recovery Site while the rest of the IT group will log in from their home machines and be prepared to offer assistance as needed.

The address of the Disaster Recovery Site is 260 Bear Hill Road, Suite 103, Waltham Massachusetts and the phone number is (781) 487-7390. Employees who log in from home have done so during live tests and are aware how to accomplish this. Employees are also required to test this connection once a month to ensure continued connectivity.

The Disaster Recovery Site is only for crucial day to day operations. Employees with research, marketing and other non-critical positions will not work there. Instead, they will work from home with remote access (for short duration emergencies) and/or focus on helping put together a new office if One Memorial Drive is no longer a usable space. Finally, duplicate lists of important business partners are maintained at the Disaster Recovery Site including brokers, prime brokers and custodians, administrators and any other crucial third party service providers.

XI. ANTI-MONEY LAUNDERING POLICY

Numeric is committed to full compliance with all applicable laws designed to prevent and detect money laundering and the financing of criminal activities and terrorism. In order to ensure such compliance and to promote the detection of criminal activity involving clients, Numeric has therefore created this Anti-Money Laundering ("AML") Program. In order to ensure such compliance and to promote the detection of potential criminal activity or suspicious acts involving investors in Numeric funds and/or separate accounts, the following policies and procedures have been established:

1. COMPLIANCE OFFICER. Raymond Joumas will serve as Numeric's "AML Compliance Officer," whose responsibilities include overseeing the implementation of, and employee compliance with: (A) the AML Program; (B) monitoring legal and regulatory developments with respect to AML; (C) educating employees and agents of Numeric about Numeric's AML Program (including offshore administrators Goldman Sachs and Hemisphere as well as n/i family of funds administrator PFPC); (D) screening prospective investors and checking their identities against government lists of known terrorists; and (5) investigating suspicious transactions and reporting such transactions to the appropriate authorities.

2. INVESTOR DUE DILIGENCE CONCERNING PROSPECTIVE INVESTORS. All prospective investors in Numeric funds and/or separate accounts will be required to provide sufficient information to enable the AML Compliance Officer to determine the investors' identities, or in the case of investors which are entities, the identities of such investors' officers, directors and beneficial owners. The identity of each investor or underlying beneficial owner will be checked against the lists of Specially Designated Nationals, Blocked Persons and terrorists maintained by the United States Office of Foreign Assets Control, or similar lists maintained by other U.S. governmental agencies ("Blacklists").

In the event a proposed investment is to be made in the name of a nominee, the AML Compliance Officer will confirm that the nominee is a regulated institution in a Financial Action Task Force on Money Laundering ("FATF")-compliant jurisdiction, that the nominee has verified the identity of each person for whom such institution is acting as nominee, that the person is not listed on any Blacklist, and that, based on reasonable investigation by the nominee, the person is not engaged in money laundering or the financing of criminal activities or terrorism.

The Numeric AML Compliance Officer may rely on any investors' own AML program if: (1) Investor is domiciled in a FATF compliant jurisdiction; (2) Investor's AML program meets the requirements of the US Patriot Act or future enacted legislation; and (3) Investor provides a certification that appropriate procedures have been carried out on behalf of the underlying officers, directors and beneficial owners of the entity investing in the Numeric fund/separate account.

The AML Compliance Officer will perform the due diligence described in this Section 2 with respect to all existing investors commencing with the implementation of this AML Program.

In addition, at the time of any distribution to, or redemption or transfer of a separate account or fund interest by an investor in a Numeric strategy, the AML Compliance Officer will check the identity of the investor or proposed transferee (or follow the procedure described above with respect to a nominee) against all Blacklists if such transferee or recipient is different from the original investor.

Specific client certification procedures are set forth in EXHIBIT F and an example of a client certificate letter is set forth in EXHIBIT G attached to this memorandum.

All written materials documenting the performance of AML Program due diligence and the identity of each investor in a Numeric separate account/fund will be retained until seven years after the earlier of (a) the withdrawal of such investor from the Numeric separate account/fund and (b) the dissolution of the strategy/fund.

3. GOVERNMENTAL REPORTING. The AML Compliance Officer will investigate all suspicious activity involving the Fund or its investors and promptly report any bona fide suspicious behavior or transaction to the appropriate authorities. The Compliance Officer will report all cash transactions of $10,000 or greater to the U.S. Department of the Treasury in accordance with existing law.

4. EMPLOYEE RESPONSIBILITY AND TRAINING. All Numeric employees will be made familiar with this AML Program and will agree, as a condition of employment, to report suspicious activity to the AML Compliance Officer. All employees of Numeric will be required to attend an initial AML Training Seminar (including new employees upon commencement of employment) and follow-up seminars on a regular basis thereafter. All employees are required to sign an Employee Certification Anti-Money Laundering Program-Patriot Act in the form attached to this Memorandum as EXHIBIT H. The AML Compliance Officer may also circulate written updates, organize ad hoc educational classes, and require employees to attend external seminars and/or receive technical training (e.g., computer and financial analysis).

5. REVIEW OF AML PROGRAM. The AML Compliance Officer will be responsible for a formal internal review of Numeric's AML Program and its compliance efforts on a semi-annual basis. In addition, an independent review of the AML Program will be conducted by our independent accountants, Wolf & Company, on an annual basis.

RELEVANT SOURCES OF INFORMATION:

US OFAC "Blacklist" is available at HTTP://WWW.TREAS.GOV/OFAC

FATF compliant countries available at HTTP://WWW.OECD.ORG/FATF/MEMBERS_EN.HTM

EXHIBIT A

NUMERIC INVESTORS LLC

EMPLOYEE QUARTERLY TRADING REPORT

It is Company policy to provide Numeric's Compliance Officer with a report on all activity in the purchase and sale of securities by its employees and their family members residing in their household and persons or entities over which they exert control (collectively the "Related Persons"). Such a report is required as evidence that all employees and their Related Persons do not benefit from information readily available in Numeric's office in advance of its clients. Please describe all transactions in securities that you and any Related Persons have undertaken in the last calendar quarter. You should describe the purchase or sale, number of units, title and type of issue, price, and broker for each transaction in the report. If there are no transactions that should be reported, please state so. REPORTS MUST BE SIGNED AND DATED AND RETURNED TO THE COMPLIANCE OFFICER FOR REVIEW AND FILING WITHIN 10 DAYS AFTER THE END OF EACH CALENDAR QUARTER.

In addition, you and your Related Persons may not purchase or sell any security without prior approval from Numeric's Compliance Officer.

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     DATE      BUY/SELL OR         # OF            SECURITY        INTEREST RATE      UNIT        BROKER,
     ----      -----------         ----            --------        -------------      ----        -------
                  OTHER      UNITS/PRINCIPAL   (TITLE, TYPE AND    AND MATURITY       PRICE      DEALER OR
                  -----      ---------------   ----------------    ------------       -----      ---------
                (DESCRIBE)        AMOUNT       TICKER SYMBOL OR        DATE                        BANK
                ----------        ------       ----------------        ----                        ----
                                                 CUSIP NUMBER)                                   EFFECTING
                                                 -------------                                   ---------
                                                                                                   TRADE
                                                                                                   -----
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Signature                                       Date

Receipt acknowledged/Date:                      Quarter ended:


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[ADD PRINTED NAME]

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  TITLE AND TYPE     TICKER OR CUSIP     NUMBER OF SHARES     PRINCIPAL AMOUNT
  --------------     ---------------     ----------------     ----------------
                         NUMBER
                         ------
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Please list all brokers, dealers and banks with whom you maintain accounts in which securities are held:

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Signature                                           Date

Receipt Acknowledged:


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                                                    Date

EXHIBIT C

NUMERIC INVESTORS LLC

COMPLIANCE CERTIFICATE

The undersigned employee of Numeric Investors LLC ("Numeric"), hereby certifies that he or she has read and understood Numeric's current memorandum entitled "Numeric Investors LLC Compliance Manual and Code of Ethical Standards Written Policies and Procedures Under Rule 206(4)-7" and AIMR's "The Code of Ethics and The Standards of Professional Conduct" and that he or she will conduct himself or herself professionally in complete accordance with the requirements and standards described therein and will comply with all applicable federal and state securities and other laws and regulations regulating his or her conduct as an employee of Numeric.

The undersigned employee has had the opportunity to ask questions of and receive answers from Numeric's Compliance Officer and other persons acting on behalf of Numeric's Compliance Officer with respect to the Investment Advisers Act of 1940 and other laws and regulations applicable to the undersigned in connection with his or her employment with Numeric, and the undersigned employee acknowledges that such questions have been answered to his or her full satisfaction.

The undersigned employee acknowledges that:

(i) he or she is responsible for his or her actions under the law and is required to be sufficiently familiar with the Investment Advisers Act of 1940 and other laws and regulations that may govern his or her conduct as an employee of Numeric;

(ii) Numeric is relying upon the undersigned employee's certification and acknowledgments contained herein and that the failure to comply with the policy set forth in the above-referenced memorandum and with applicable federal and state securities and other laws and regulations may subject Numeric and the undersigned to substantial liabilities including imprisonment and fines; and

(iii) Numeric may dismiss the undersigned employee from his or her employment for failure to comply with the policies set forth in the above-referenced policies and practices and applicable federal and state securities and other laws and regulations governing the undersigned's conduct as an employee of Numeric.

Name. Please Print.

EXHIBIT D

[SEE ATTACHED SUMMARIES OF DOMESTIC AND
INTERNATIONAL PROXY VOTING POLICIES]

EXHIBIT E

NUMERIC INVESTORS LLC

PRIVACY POLICIES AND PRACTICES

AS OF MARCH 24, 2006

Maintaining the confidentiality of the personal information of our current and prospective customers is one of our highest priorities. This policy sets forth the type of personal information we collect, how that information is used by us, and how we protect personal information of clients.

HOW AND WHY WE COLLECT PERSONAL INFORMATION

1. COLLECTION

Personal information may be collected from clients in order to offer or provide products or services, process transactions on their behalf and comply with legal and regulatory requirements. Information may be collected from any of the following sources:

a. FROM CLIENTS: We collect information from clients when such clients request information or services from us or enter into an investment management agreement with us or a subscription agreement with a fund we manage. We may also collect information from investor questionnaires, W-9's and other applications or forms completed by clients when requesting information or services from us. This information may include items such as name, address, e-mail address, social security number, birth date, annual income, net worth, marital status, investment goals and investment risk tolerance. If a client indicates that he or she has a spouse or partner, that spouse's personal and financial account information may also be requested.

b. FROM TRANSACTIONS: If a client obtains advice or services from us, we keep records of the advice or service provided. We keep records relating to items such as each client's account balance, payment history, securities positions and securities purchases and sales. This enables us to provide each client with a history of their transactions with us and service such client's account.

c. FROM OUR WEB SITE: When clients visit our website, we may use a so-called cookie to track the amount of time such clients spend on our site, the parts of our site visited and other technical information. We use this information to improve the functionality of our web site.

2. USE OF PERSONAL INFORMATION

Personal information of clients is collected and maintained by us so that we may develop, offer and deliver products and services to clients, process transactions and fulfill our legal and regulatory requirements.

DISCLOSURE OF PERSONAL INFORMATION

We do not, and do not intend to, sell or distribute personal information about current or former customers to nonaffiliated third parties except as set forth below. If in the future this policy changes you will be notified and provided with an opportunity to opt out of such disclosure. We may share your personal information as follows:

a. We will reveal or share your personal information where the law requires it, such as for tax reporting purposes or pursuant to a court order.

b. We may reveal or share your personal information with our affiliates. Our affiliates include, for example, investment funds that we manage and over which we have control.

c. We may reveal or share your personal information with unaffiliated service providers such as brokers, fund administrators and transfer agents in connection with processing transactions for your account. Your personal information may also be provided to attorneys, accountants or auditors in order to enable us to provide requested services to you and to comply with legal and regulatory requirements.

PROTECTION OF YOUR PERSONAL INFORMATION

Our employees may, from time to time, have access to your personal information in order to provide services to you. We restrict access to nonpublic personal financial information to those employees who need to know that information in order to provide you with products and services. All employees are subject to the terms of our Company's compliance manual, which advises employees as to the confidential nature of all client information and requires employees to protect the confidentiality of all information obtained from or about you or your account.

Numeric maintains physical, electronic and procedural safeguards designed to protect nonpublic personal financial information. Client information provided through our website and other personal financial information that is stored electronically is protected by firewalls and data encryption security and may be accessed only by authorized personnel via password entry. Hard copies of files containing confidential client information are maintained in our offices under the supervision of qualified personnel and secured under lock and key during non-business hours. In addition, backup or archival copies of all files containing confidential client information are maintained by Numeric in the event of accidental loss or destruction the primary files.

Numeric's Information Security Officer, Raymond J. Joumas, conducts periodic reviews of the compliance with and effectiveness of the above described safeguards.

Additional description of safeguards employed by Numeric to protect client information may be found in Section B, "Confidential Information," and Section H, "Workplace Communications and Computer Usage Policy," of Numeric's Code of Ethics.

EXHIBIT F

ANTI-MONEY LAUNDERING PROGRAM - PATRIOT ACT

INVESTORS IN NUMERIC OFFSHORE FUNDS/LIMITED PARTNERSHIPS OR N/I NUMERIC INVESTORS FAMILY OF FUNDS:

o AML procedures on behalf of clients investing in Numeric offshore funds or in n/i numeric family of funds are the responsibility of the respective administrator of the fund. Numeric can rely completely on the administrator's procedures to comply with the US legislation regarding money laundering known as the Patriot Act. Copies of each administrator's policies and procedures are kept on file by the Numeric AML Compliance Officer.

FOR ALL OTHER INVESTORS, NUMERIC STAFF TO PERFORM THE FOLLOWING:

o All individuals - Confirm they are not on the "Blacklist" of restricted persons updated on the WWW.TREAS.GOV/OFAC website. If other blacklists become available, they must be checked as well.

o Determine if client is (a) an individual or entity and (b) U.S. or non-U.S.

o US Individuals - Obtain full legal name, address and social security number.

o Non-US Individuals - Obtain full legal name, address, passport number and a photocopy of their passport.

o US Public Company or Pension Plan - Document official name of company, state of incorporation, ticker symbol and stock exchange where shares are traded. No other research is required as we can rely on that entity to perform its own AML procedures.

o US Privately Held Company, Limited Partnership, Trust, Fund-of-funds, Nominee entity, or some other entity form - Obtain photo copy of state incorporation or registration information. Perform the steps above under individuals for all officers, partners, directors or beneficial owners of the entity. Investor may perform these procedures on their own as long as they provide a copy of their AML program and certify that they have complied with their program.

o Non-US Public Company of Pension Plan - Confirm that company is domiciled in a FATF compliant jurisdiction by looking on the FATF website which is kept current and is located at: HTTP://WWW.OECD.ORG/FATF/MEMBERS_EN.HTM. Document official name

of company, country of incorporation or registry, ticker symbol and stock exchange where shares are traded. No other research is required as we can rely on that entity to perform its own AML procedures since they are in an FATF compliant jurisdiction.

o Non-US Privately Held Company, Trust, Fund-of-funds, Nominee entity, or some other entity form - Confirm that company is domiciled in a FATF compliant jurisdiction by looking on the FATF website which is kept current and is located at: HTTP://WWW.OECD.ORG/FATF/MEMBERS_EN.HTM. Document official name of company, country of incorporation or registry. Obtain photocopy of incorporation or registration information. Perform the steps above under individuals for all officers, partners, directors or beneficial owners of the entity. Investor may perform these procedures on their own as long as they provide a copy of their AML program and certify that they have complied with their program.

o Investors that are domiciled in an non-compliant FATF jurisdiction pose special problems and should be handled on a case-by-case basis by the Numeric AML Compliance Officer in conjunction with legal counsel prior to finalizing the investment relationship with Numeric.

EXHIBIT G

ANTI-MONEY LAUNDERING PROGRAM - PATRIOT ACT

Date

Numeric Investors LLC
One Memorial Drive
Cambridge, MA 02142

Dear AML Compliance Officer;

This Certification of Compliance is being provided to you pursuant to your request. (Investor) represents to you the following:

o We have adopted and implemented anti-money laundering policies, procedures and controls that comply and will continue to comply with the rules and regulations promulgated under the U.S. Patriot Act;

o We have applied the aforementioned procedures to the investment account we have open with Numeric Investors LLC as investment advisor;

o The aforementioned procedures resulted in acceptable investors as described under the U.S. Patriot Act; and

o We will continue to adhere our anti-money laundering policies, procedures and controls during the course of our relationship with Numeric Investors LLC.

Sincerely,

Client Official

EXHIBIT H

ANTI-MONEY LAUNDERING PROGRAM - PATRIOT ACT

I confirm to the best of my knowledge and belief, the following:

o I am familiar with the Numeric Investors LLC Anti-Money Laundering Program
- Patriot Act ("Numeric AML");

o I commit to uphold the Numeric AML and report any suspicious activity of which I become aware to the Numeric AML Compliance officer;

o I understand that failure to comply with US federal laws surrounding Anti-Money Laundering may result in prosecution by US federal authorities; and

o I understand that failure to uphold the Numeric AML is cause for my immediate dismissal as an employee of Numeric Investors LLC.

Exhibit (p)(4)

CODE OF ETHICS
OF
SCHNEIDER CAPITAL MANAGEMENT

I. PREAMBLE

This Code of Ethics ("Code") is being adopted in compliance with the requirements of Sections 204A and 206 of the Investment Advisers Act of 1940 (the "Advisers Act") and Rules 204-2 and 204A-1 under the Advisers Act and
Section 17(j) of the Investment Company Act of 1940 (the "Investment Company Act") and Rule 17j-1 under the Investment Company Act, to effectuate the purposes and objectives of those provisions of the Advisers Act, the Investment Company Act and the rules promulgated thereunder. Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Rule 204A-1 requires advisers to establish, maintain and enforce a written code of ethics. Rule 204-2 imposes record keeping requirements with respect to personal securities transactions of access persons (defined below). Section 206 of the Advisers Act makes it unlawful for certain persons including Schneider Capital Management (the "Firm"):

1. To employ any device, scheme or artifice to defraud any client or prospective client;

2. To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client;

3. Acting as principal for his own account, knowingly to sell any security to or purchase any security from a client; or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction, the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph (3) shall not apply to any transaction with a customer of a broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction; or

4. To engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.

Similarly, Rule 17j-1(b) of the Investment Company Act makes it unlawful for any affiliated person of the 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 by the investment company:

(1) to employ any device, scheme or artifice to defraud the investment company;

(2) to make any untrue statement of a material fact to the investment company or to omit to state a material fact necessary in order to make the statements made to the investment company, in light of the circumstances under which they are made, not misleading;

(3) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the investment company; or

(4) to engage in any manipulative practice with respect to the investment company.

This Code contains provisions reasonably necessary to prevent persons from engaging in acts in violation of the above standards and contains procedures reasonably necessary to prevent violations of the Code.

A. STANDARD OF CONDUCT

The Firm is committed to ethical conduct and integrity in all aspects of the conduct of our business. The fulfillment of our fiduciary duties to our clients is paramount, and will not be compromised for financial or other goals. All employees are required to comply with the federal securities laws, other applicable laws and regulations, and the Firm's compliance policies and procedures. Employees who fail to meet these requirements are subject to disciplinary action by the Firm.

The Firm and its employees have a duty of loyalty to our clients. This duty requires that we: act for the benefit of clients; avoid conflicts of interest, or if unavoidable, disclose the conflict and obtain client consent; deal honestly, fairly and in good faith with clients; avoid intentional misconduct; and refrain from competing with or seizing opportunities of our clients. In furtherance of our duty to our clients, it is our goal to provide disinterested, impartial advice.

The Firm and its employees also have a duty of care to our clients. This duty requires that we use care to manage investments prudently, reflecting the high level of skills possessed by the employees of the Firm, and consider suitability in light of the respective client's investment purpose and restrictions, among other relevant considerations.

Each employee of the Firm has a duty to prevent the misuse of material nonpublic information, which includes a complete prohibition against the misuse of material nonpublic information about the Firm's securities recommendations and client securities holdings and transactions.

This Code of Ethics is adopted by the Board of Directors of the Firm. In summary, this Code is based upon the principle that the directors and officers of the Firm, and

certain affiliated persons of the Firm, owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their personal securities transactions, in such manner to avoid (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Firm; and (iii) engaging in any actual or potential conflicts of interest or any abuses of their position of trust and responsibility. This fiduciary duty includes the duty of the Personal Trading Compliance officer and Chief Compliance Officer of the Firm to report violations of this Code of Ethics to the Firm's Board of Directors. ALL VIOLATIONS OF THIS CODE OF ETHICS ARE
REQUIRED TO BE REPORTED PROMPTLY TO THE CHIEF COMPLIANCE OFFICER OF THE FIRM.

II. POLICY STATEMENT ON INSIDER TRADING

The Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." The Firm's policy applies to every officer, director and employee and extends to activities within and outside their duties at the Firm. Any questions regarding the Firm's policy and procedures should be referred to the Chief Compliance Officer.

The Term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others. The "manipulative and deceptive devices" prohibited by Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, include the purchase or sale of a security of any issuer, on the basis of material nonpublic information about that security or issuer, in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

1. trading by an insider, while in possession of material nonpublic information, or

2. trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or

3. communicating material nonpublic information to others.

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 attorneys, accountants, consultants, bank lending officers, and the employees of

such organizations. In addition, an employee of the Firm may become a temporary insider of a company he or she advises or for which he or she performs other services. For that to occur, the company must expect the Firm employee to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the Firm employee will be considered an insider.

Trading on inside information is not a basis for liability unless the information is material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors and employees should consider material includes, but is not limited to, dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, REUTERS ECONOMIC SERVICES, THE WALL STREET JOURNAL or other publications of general circulation would be considered public.

Penalties for trading on or communicating material nonpublic 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. The penalties include:

o civil damages

o treble damages

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 fines for the employers or other controlling persons of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

Any violation of this Insider Trading Policy can be expected to result in serious sanctions by the Firm, including dismissal of the persons involved.

Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:

1. Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially effect the market price of the securities if generally disclosed?

2. Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

1. Report the matter immediately to the Chief Compliance Officer.

2. Do not purchase or sell the securities on behalf of yourself or others.

3. Do not communicate the information inside or outside the Firm, other than to the Chief Compliance Officer.

4. Upon a determination by the Chief Compliance Officer that the information is material and nonpublic, instructions will be issued promptly to:

(a) halt temporarily all trading by the Firm in the security or securities of the pertinent issuer and all recommendations of such security or securities;

(b) ascertain the validity and non-public nature of the information with the issuer of the securities;

(c) request the issuer or other appropriate parties to disseminate the information promptly to the public, if the information is valid and non-public; or

(d) in the event the information is not publicly disseminated, consult counsel and request advice as to what further steps should be taken, including possible publication by the Firm of the information, before transactions or recommendations in the securities are resumed.

5. Upon a determination by the Firm's Chief Compliance Officer that the information is public or not material, you will be allowed to trade and communicate the information.

No set of rules can possibly anticipate all the potential trading conflicts of interest between clients and personnel. Any situation subject to interpretation should be decided in favor of the protection of the best interests of the clients. For instance, it would be unethical to execute a personal trade in a security if the person knew or had reason to know that a substantial order in the security in question was likely to be implemented for a client in the foreseeable future, even though to execute the personal trade would be within the letter of the law.

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within the Firm, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

Investment decisions made by the Firm may not be disclosed to anyone other than Firm clients, including a spouse or other relative or a social or business acquaintance.

The role of the Chief Compliance Officer and the Personal Trading Compliance Officer is critical to the implementation and maintenance of the Firm's policy and procedures against insider trading. The Firms' Supervisory Procedures can be divided into two classifications - prevention of insider trading and detection of insider trading.

To prevent insider trading, the Firm will:

1. provide, on a regular basis, an education program to familiarize officers, directors and employees with the Firm's policy and procedures, and

2. when it has been determined that an officer, director or employee of the Firm has material nonpublic information,

a) implement measures to prevent dissemination of such information, and

b) if necessary, restrict officers, directors and employees from trading the securities.

To detect insider trading, the Personal Trading Compliance Officer and the Chief Compliance Officer will:

1. review the trading activity reports filed by each officer, director and employee, and

2. review the trading activity of accounts managed by the Firm.

III. DEFINITIONS

A. "Access Person" means any of the Firm's supervised persons who has access to nonpublic information regarding any client's 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 recommendations that are nonpublic. A "reportable fund" is any fund for which the Firm serves as investment adviser, or any fund whose investment adviser or principal underwriter controls the Firm, is controlled by the Firm, or is under common control with the Firm. All of the Firm's directors and officers are access persons.

B. "Advisory Person" means (a) any employee of the Firm (or any company in a control relationship to the Firm) who, in connection with his or her regular functions or duties, normally makes, participates in, or obtains information regarding the purchase or sale of Covered Securities (as defined below) by the Firm on behalf of its Clients (as defined below), or whose function relates to making of any recommendations with respect to such purchases or sales; and (b) any natural person in a control relationship to the Firm who obtains information concerning recommendations made to a Client with regard to the purchase or sale of a security by the Firm on behalf of its Clients.

C. "Automatic investment plan" means a program in which regular periodic purchases ( or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

D. A security is "being considered for purchase or sale" or is "being purchased or sold" when a recommendation to purchase or sell the security has been made and communicated, which includes when the Firm has a pending "buy" or "sell" order with respect to a security, and, with respect to the person making the recommendation, when such person is seriously considering making such a recommendation. "Purchase or sale of a Covered Security" includes the writing of an option to purchase or sell a Covered Security.

E. "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder. Generally speaking, beneficial ownership encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the security. A person is normally regarded as the beneficial owner of securities held in the name of his or her spouse or minor children living in his or her household. Reports required by this Code 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.

F. "Client" includes both private accounts managed by the Firm and Investment Companies as defined below.

G. "Control" shall have the same meaning as that set forth in Section
202(a) (12) of the Advisers Act and 2(a)(9) of the Investment Company Act. These sections generally provide that "control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

H. "Covered Security" means a security as defined in Section 2(a)(36) of the Investment Company Act and Section 202(a)(18) of the Advisers Act, except that it

shall 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 (any instrument that has a maturity at issuance of less than 366 days and is rated in one of the two highest categories by a nationally recognized statistical rating organization) including repurchase agreements, shares issued by money market funds, and shares issued by open-end investment companies other than reportable funds, and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, UNLESS THE ADVISER OR A CONTROL AFFILIATE ACTS AS THE INVESTMENT ADVISER OR PRINCIPAL UNDERWRITER FOR THE FUND.

I. "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, any rules adopted by the Securities and Exchange Commission ("SEC") under any of these statues, the Bank Secrecy Act as it applies to investment companies 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.

K. "Investment Company" means a company registered as such under the Investment Company Act or any series thereof for which the Firm is the adviser or sub-adviser.

L. "Investment Personnel" means (a) any Portfolio Manager of the firm as defined below; or (b) any employee of the Firm (or any company in a control relationship to the Firm) 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 Firm on behalf of its Clients; or (c) any natural person who controls the Firm and who obtains information concerning recommendations made by the Firm on behalf of its Clients regarding the purchase or sale of securities by the Firm on behalf of its Clients.

M. "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 (the "Securities Act") pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act.

N. "Portfolio Manager" means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions.

O. A "Security Held or to be Acquired" by the Firm on behalf of a Client means: (i) any Covered Security which within the most recent 15 days: (a) is or has been held by a Client; or (b) is being or has been considered by the Firm for purchase by the

Firm on behalf of a Client; and (ii) any option to purchase or sell and any security convertible into or exchangeable for a Covered Security described above.

IV. PROHIBITED TRANSACTIONS

The prohibitions set forth below shall apply to Access Persons, Investment Personnel and Portfolio Managers.

1. No person shall engage in any act, practice or course of conduct, which would violate the provisions of Section 206 and Rule 17j-1 set forth above.

2. No person shall:

a) 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:

(1) is being considered for purchase or sale by the Firm on behalf of any Client, or

(2) is being purchased or sold by the Firm on behalf of any Client.

b) No person shall reveal to any other person (except in the normal course of his or her duties on behalf of a Client) any information regarding securities transactions by a Client or consideration by a Client or the Adviser of any such securities transaction.

c) No person shall, in the absence of prior approval by the Compliance Officer, sell any Covered Security that was purchased, or purchase a Covered Security that was sold, within the prior 60 calendar days. A form for pre-approval is attached hereto as Exhibit D.

d) No person shall acquire any securities in an Initial Public Offering;

e) No person shall purchase any securities in a Limited Offering, without prior approval of the Chief Compliance Officer of the Firm or other officer designated by the Board of Directors. Any person authorized to purchase securities in a private placement shall disclose that investment when they play a part in any subsequent consideration by the Firm of an investment in the issuer. In such circumstances, the Firm's decision to purchase securities of the issuer shall be subject to the independent review by Investment

Personnel with no personal interest in the issuer. A record of any decision and the reason supporting the decision to approve the acquisition by Access Persons of a Limited Offering shall be maintained as described below.

f) No person shall accept any gift or other thing of more than de minimis value ($250 or more) from any person or entity that does business with or on behalf of the Firm;

g) No person shall serve on the board of directors of any publicly traded company or membership in an investment organization without prior authorization of the President or other duly authorized officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm's Clients. Authorization of board service shall be subject to the implementation by the Firm of "Chinese Wall" or other procedures to isolate such Investment Personnel from the Investment Personnel making decision about trading in that company's securities.

h) No person shall buy or sell a Covered Security within seven (7) calendar days before and after any Client of the Firm trades in that security. Any trades made within the proscribed period shall be unwound, if possible. Otherwise, any profits realized on trades within the proscribed period shall be disgorged to the appropriate Client portfolio(s).

The Personal Trading Compliance Officer of the Firm shall identify all persons who are considered to be Access Persons, Investment Personnel and Portfolio Managers and shall notify and inform such persons of their respective obligations under this Code, and shall deliver a copy of this Code of Ethics and any amendments to each such person. EACH PERSON SHALL ACKNOWLEDGE, IN WRITING, HIS OR HER RECEIPT OF THE CODE AND ANY AMENDMENTS.

V. EXEMPTED TRANSACTIONS

A. The prohibitions of Section IV shall not apply to:

1. purchases or sales effected for, or held in, in any account over which the Access Person has no direct or indirect influence or control;

2. purchases or sales which are non-volitional on the part of either the Access Person or the Firm;

3. purchases which are part of an automatic investment plan, including an automatic dividend reinvestment plan;

4. purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

5. purchases or sales of securities which are not related economically to securities purchased, sold or held by the Firm;

6. transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to the Firm's Clients and which are otherwise in accordance with this Code, Section 206 of the Advisers Act and Rule 17j-1 of the Investment Company Act; for example, such transactions would normally include

o purchases or sales of up to 1,000 shares of a security which is being considered for purchase or sale by a Client (but not then being purchased or sold) if the issuer has a market capitalization of over $1 billion;

o or if the proposed acquisition or disposition by the Firm is less than one percent of the class outstanding as shown by the most recent report or statement published by the issuer, or less than one percent of the average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association, during the four calendar weeks prior to the individual's personal securities transaction; and

o or the purchase or sale by the Firm is less than 1000 shares or less than $25,000 of an issuer with a market capitalization of over $1 billion (generally following portfolio rebalancing from cashflows) and all client orders have been executed or withdrawn.

VI. COMPLIANCE PROCEDURES

A. Pre-clearance

1. All Access Persons shall receive prior written approval from the Personal Trading Compliance Officer of the Firm, or other officer designated by the Board of Directors before purchasing or selling Covered Securities (See Exhibit E). Any approval is valid only for one day after authorization is received. If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction. The Personal Trading Compliance Officer shall receive pre-approval from the Chief Compliance Officer or Senior Trader before purchasing or selling Covered Securities.

The Personal Trading Compliance Officer will decide whether to approve a personal securities transaction for an Access Person after considering the

specific restrictions and limitations set forth in, and the spirit of, this Code of Ethics, including whether the security at issue is being considered for purchase or sale for a Client. The Personal Trading Compliance Officer is not required to give any explanation for refusing to approve a securities transaction.

2. Purchases or sales of Covered Securities which are not eligible for purchase or sale by the Firm or any Client of the Firm that serves as the basis of the individual's "Access Person" status shall be entitled to clearance automatically from the Personal Trading Compliance Officer.

B. Disclosure of Personal Holdings

1. Within 10 days after initially becoming an Access Person and between January 1 and January 30 of each calendar year, all Access Persons shall disclose to the Personal Trading Compliance Officer of the Firm (a) the title and type of Security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person has 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 were held for the direct or indirect benefit of the Access Person; and (c) the date the Access Person submits the report. Information must be current as of a date no more than 45 days before the report is submitted. The initial holdings report shall be made on the form attached as Exhibit A and the annual holdings report shall be made on the form attached as Exhibit B. Such reports shall be delivered to the Personal Trading Compliance Officer of the Firm. An Access Person shall not be required to make a report with respect to transactions effected for, and Covered Securities held in, any account over which such person does not have any direct or indirect influence.

C. Certification of Compliance with Code of Ethics

1. Every Access Person shall certify annually that:

a) they have read and understand the Code of Ethics; and

b) they have complied with the requirements of the Code of Ethics; and

c) they have reported all personal securities transactions and beneficial holdings in Covered Securities required to be reported pursuant to the requirements of the Code of Ethics.

2. The annual report shall be made on the form attached as Exhibit B and delivered to the Personal Trading Compliance Officers of the Firm.

D. Quarterly Reporting Requirements

1. Every Access Person shall report to the Personal Trading Compliance Officer of the Firm the information described in Sub-paragraph (D)(2) of this Section with respect to transactions in any security in which such person has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership in a Covered Security; provided, however, that an Access Person shall not be required to make a report with respect to transitions effected for, and Covered Securities held in, any account over which such person does not have any direct or indirect influence.

2. Reports required to be made under this Paragraph (D) shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected. Every Access Person shall be required to submit a report for all periods, including those periods in which no securities transactions were effected. A report shall be made on the form attached hereto as Exhibit C or on any other form containing the following information:

a) the date of the transaction, the title, the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), class and the number of shares, and the principal amount of each Covered Security involved;

b) the nature of the transaction (i.e., purchases, sales or any other type of acquisition or disposition);

c) the price of the Covered Security at which the transaction was effected;

d) the name of the broker, dealer or bank with or through whom the transaction was effected;

e) the date that the report was submitted by the Access Person; and

f) with respect to any account established by an Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(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 was submitted by the Access Person.

3. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she

has any direct or indirect beneficial ownership in the security to which the report relates.

4. Every Access Person shall direct their brokers to supply to the Personal Trading Compliance Officer of the Firm, on a timely basis, duplicate copies of the confirmation of all personal securities transactions and copies of all periodic statements for all securities transactions that were effected. Every Access Person shall submit the report referred to in
Section VI(D)(2). Notwithstanding Section VI(D)(2) of the Code an Access Person need not make a quarterly transaction report where the report would duplicate information contained in broker trade confirmations or account statements received by the Firm in the time period required herein if all of the information required by Section VI(D)(2) is contained in such confirmation or account statements.

E. Miscellaneous

1. Reports submitted to the Personal Compliance Officer of the Firm pursuant to this Code of Ethics shall be confidential and shall be provided only to the Chief Compliance Officer, and directors of the Firm, counsel or regulatory authorities upon appropriate request.

2. These reporting requirements shall apply whether or not one of the exemptions listed in Section V applies except that an Access Person shall not be required to make a report with respect to securities transactions effected for, and any Covered Securities held in, any account over which such Access Person does not have any direct or indirect influence or control, or transactions effected pursuant to an automatic investment plan.

F. Conflict of Interest

1. Every Access Person shall notify the Chief Compliance Officer of the Firm of any personal conflict of interest relationship which may involve the Firm's Clients such as the existence of any economic relationship between their transactions and securities held or to be acquired by any Client of the Firm. Such notification shall occur in the pre-clearance process.

VII. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS

A. The Personal Trading Compliance Officer and the Chief Compliance Officer shall be responsible for the review of the quarterly transaction reports, the initial holdings reports and annual holdings reports required under Section VI of this Code of Ethics. In connection with the review of these reports, the Personal Trading Compliance Officer and the Chief Compliance Officer shall take appropriate measures to determine whether each Access Person has complied with the provisions of this Code of Ethics. The Chief Compliance Officer of the Firm shall prepare an annual report relating to this Code of Ethics to the Board of

Directors of the Firm and each Investment Company as requested. Such annual report shall:

1. describe any issues arising under the Code since the last report including, but not limited to information about material violations of the Code and sanctions imposed in response to material violations;

2. summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

3. identify any recommended changes in the existing restrictions or procedures based upon the Firm's experience under its Code of Ethics, evolving industry practices or developments in applicable laws or regulations; and

4. certify to the Board of Trustees/Directors that the Firm has adopted procedures that are reasonably necessary to prevent Access Persons from violating this Code of Ethics.

VIII. SANCTIONS

A. Upon discovering a violation of this Code, the Board of Directors may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator. In addition, as part of any sanction, the Firm may require the Access Person or other individual involved to reverse the trade(s) at issue and forfeit any profit or absorb any loss from the trade.

IX. RETENTION OF RECORDS

A. This Code of Ethics, a record of all persons, currently or within the past five years, who are or were required to make reports, a record of all persons, currently or within the past five years, who are or were responsible for reviewing reports, a copy of each initial holdings, annual holdings and quarterly transaction report (including any brokerage confirmation or account statements provided in lieu of the reports) made by an Access Person hereunder, a copy of each board report made pursuant to Section VII, a record of any decision and the reason supporting the decision to approve the acquisition by Investment Personnel of Limited Offerings; each memorandum made by the Personal Trading Compliance Officer or Chief Compliance Officer of the Firm hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Firm as required by the Advisers and the Investment Company Act, including as required by Rules 204-2(a)(12) and 204-2(a)(13) under the Advisers Act.

X. EXCEPTIONS TO THE CODE

Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may make exceptions on a case by case basis, from any of the provisions of this Code, upon a determination that the conduct at issue involves a negligible opportunity for abuse or otherwise merits an exception from the Code. NO WAIVER OF COMPLIANCE WITH ANY CODE PROVISION REQUIRED BY RULE 204A-1 UNDER THE ADVISERS ACT WILL BE GRANTED. All such exceptions must be received in writing by the person requesting the exception before becoming effective. The Chief Compliance Officer shall report any exception to the board of directors/trustees of any Investment Company with respect to which the exception applies at its next regularly scheduled Board meetings.

XI. APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF ETHICS

The board of trustees/directors of each Investment Company shall approve this Code of Ethics. Any material amendments to this Code of Ethics must be approved by the board of trustees/directors of each Investment Company no later than six months after the adoption of the material change. Before their approval of this Code of Ethics and any material amendments hereto, the Firm shall provide a certification to the board of trustees/directors of each such Investment Company that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

Dated: February 1, 2005

EXHIBIT A

SCHNEIDER CAPITAL MANAGEMENT

CODE OF ETHICS

INITIAL REPORT

To the Personal Trading Compliance Officer of Schneider Capital Management:

1. I hereby acknowledge receipt of a copy of the Code of Ethics for Schneider Capital Management, Corporation, the ("Firm").

2. I have read and understand the Code and recognize that I am subject thereto in the capacity of an "Access Person."

3. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Firm Clients, such as any economic relationship between my transactions and securities held or to be acquired by the Firm Clients or any related portfolios.

4. As of the date below, I have a direct or indirect beneficial ownership in the following Covered Securities which are required to be reported under the Firm's Code of Ethics (SEE ATTACHED FORM):

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TITLE AND TYPE        NUMBER          PRINCIPAL     EXCHANGE TICKER
OF SECURITY           OF SHARES       AMOUNT        SYMBOL OR CUSIP
-----------           ---------       ------        ---------------
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The name of any broker, dealer or bank with whom I maintain an account in which my Covered Securities are held for my direct or indirect benefit are as follows:

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NAME OF                 BROKER                     DATE ESTABLISHED
BROKER/BANK             BANK/ADDRESS
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Date:                                  Signature:
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                          SCHNEIDER CAPITAL MANAGEMENT

                                 CODE OF ETHICS

                                 INITIAL REPORT

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TITLE AND TYPE             NUMBER            PRINCIPAL        EXCHANGE TICKER
OF SECURITY                OF SHARES          AMOUNT          SYMBOL OR CUSIP
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EXHIBIT B

SCHNEIDER CAPITAL MANAGEMENT

CODE OF ETHICS

ANNUAL REPORT

To the Personal Trading Compliance Officer of Schneider Capital Management:

1. I have read and understand the Code and recognize that I am subject thereto in the capacity of an "Access Person."

2. I hereby certify that, during the year ended ____________, 200__, I have complied with the requirements of the Code and I have reported all securities transactions and beneficial holdings, required to be reported pursuant to the Code.

3. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Firm Clients, such as any economic relationship between my transactions and securities held or to be acquired by Firm Clients or any related portfolios.

4. As of the date below, I have a direct or indirect beneficial ownership in the following Covered Securities which are required to be reported under the Firm's Code of Ethics (SEE ATTACHED FORM):

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TITLE AND TYPE       NUMBER           PRINCIPAL      EXCHANGE TICKER
OF SECURITY          OF SHARES        AMOUNT         SYMBOL OR CUSIP
-----------          ---------        ------         ---------------
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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:

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NAME OF                   BROKER                  DATE ESTABLISHED
BROKER/BANK               BANK/ADDRESS
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Date:                                Signature:
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                          SCHNEIDER CAPITAL MANAGEMENT

                                 CODE OF ETHICS

                                  ANNUAL REPORT

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TITLE AND TYPE          NUMBER              PRINCIPAL        EXCHANGE TICKER
OF SECURITY             OF SHARES            AMOUNT          SYMBOL OR CUSIP
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EXHIBIT C

SCHNEIDER CAPITAL MANAGEMENT

Securities Transactions Report for the Calendar Quarter Ended:__________________

To the Personal Trading Compliance Officer of Schneider Capital Management, Inc. (the "Firm"):

During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics adopted by the Firm (SEE ATTACHED FORM).

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                                                      INTEREST RATE     NATURE OF                 BROKER/DEALER
                                                      AND MATURITY     TRANSACTION                   OR BANK
                DATE OF    NUMBER OF   PRINCIPAL           DATE         (PURCHASE,                THROUGH WHOM       EXCHANGE TICKER
SECURITY     TRANSACTION    SHARES      AMOUNT       (IF APPLICABLE)   SALE, OTHER)     PRICE       EFFECTED         SYMBOL OR CUSIP
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During the quarter referred to above, I established the following accounts in which securities were held during the quarter for my direct or indirect benefit:

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NAME OF BROKER/BANK              BROKER BANK/ADDRESS           DATE ESTABLISHED
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This report (i) excludes transaction 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 admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Except as noted on the reverse side of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship between my transactions and securities held or to be acquired by Firm Clients or any related portfolios.

NOTE: Do not report transactions in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments and shares issued by open-end investment companies.

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                                                              INTEREST
                                                              RATE AND       NATURE OF               BROKER/DEALER
                                                              MATURITY      TRANSACTION                 OR BANK
                   DATE OF       NUMBER OF     PRINCIPAL      DATE (IF       (PURCHASE,              THROUGH WHOM    EXCHANGE TICKER
   SECURITY      TRANSACTION       SHARES       AMOUNT       APPLICABLE     SALE, OTHER)    PRICE      EFFECTED      SYMBOL OR CUSIP
   --------      -----------       ------       ------       ----------     ------------    -----      --------      ---------------
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EXHIBIT D

SCHNEIDER CAPITAL MANAGEMENT

Securities Transactions Report Relating to Short Term Trading

For the Sixty Day Period from __________________ to ________________________

To the Personal Trading Compliance Officer of Schneider Capital Management, (the "Firm"):

During the 60 calendar day period referred to above, the following purchases and sales, or sales and purchases, of the same (or equivalent) securities are proposed to be effected in securities of which I have, or by reason of such transaction acquired, direct or indirect beneficial ownership (SEE ATTACHED FORM).

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                                                        INTEREST RATE
                    NUMBER OF      PRINCIPAL            AND MATURITY          NATURE OF TRANSACTION        EXCHANGE TICKER
SECURITY             SHARES         AMOUNT          DATE (IF APPLICABLE)     (PURCHASE, SALE, OTHER)       SYMBOL OR CUSIP
--------             ------         ------          --------------------     -----------------------       ---------------
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This report (1) excludes transactions with respect to which I had no direct or indirect influence or control, (2) excludes other transactions not required to be reported, and (3) is not admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

With respect to (1) portfolios of the Firm's Clients that serve as the basis for my "investment personnel" status with the Firm; and (2) transactions in the securities set forth in the table above, I hereby certify that:

a) I have no knowledge of the existence of any personal conflict of interest relationship which may involve Firm Clients, such as frontrunning transactions or the existence of any economic relationship between my transactions and securities held or to be acquired by Firm Clients;

b) such securities, including securities that are economically related to such securities, involved in the transaction are not (i) being considered for purchase or sale by Firm Clients, or (ii) being purchased or sold by Firm Clients; and

c) the transactions are in compliance with the Code of Ethics of the Firm.

DATE:______________________                SIGNATURE_________________________

                                           PRINT NAME________________________

                                           TITLE:____________________________

In accordance with the provisions of Section IV.A.2(c) of the Code of Ethics of the Firm, the transaction proposed to be effected as set for in this Report is:

Authorized: [ ]
Unauthorized: [ ]

Date:__________________________ Signature:___________________________ Compliance Officer

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                                                          INTEREST RATE AND
                  NUMBER OF            PRINCIPAL         MATURITY DATE (IF       NATURE OF TRANSACTION          EXCHANGE TICKER
SECURITY           SHARES               AMOUNT               APPLICABLE)        (PURCHASE, SALE, OTHER)         SYMBOL OR CUSIP
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EXHIBIT E

SCHNEIDER CAPITAL MANAGEMENT

PRE-CLEARANCE NOTIFICATION

Date:________

To the Personal Trading Compliance Officer of Schneider Capital Management:

I intend to transact the following:

BUY/SELL

ONE NOTIFICATION FORM REQUIRED ON EACH SEPARATE TRANSACTION FOR FILES.

Exhibit (p)(5)

BOGLE INVESTMENT MANAGEMENT, L.P.

CODE OF ETHICS
EFFECTIVE JANUARY 31, 2006

PURPOSE

The purpose of this document is to specify the responsibilities of all employees of Bogle Investment Management, L.P. (BIM or the "Firm") to comply with applicable Federal and State securities laws and regulations, to adhere to standards of conduct that recognize their fiduciary obligations to the Firm's clients, and to observe certain requirements when trading securities for client accounts or for their own accounts.

GENERAL CONCEPT

All employees of Bogle Investment Management L.P. shall conduct themselves in full compliance with all applicable Federal and State securities laws and regulations, in particular but not limited to, those laws and regulations governing "insider trading" and fiduciary responsibilities. Further, all employees shall conduct themselves in compliance with the requirements set forth in this document. It shall be the responsibility of every employee to know said requirements as well as the applicable Federal and State securities laws and regulations.

Bogle Investment Management wishes to achieve a reputation for the highest integrity. This requires that all employees adhere to a set of principles that
1) place the interests of our clients and mutual fund shareholders first; 2) require any personal securities transactions to be accomplished in a way that avoids any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and 3) reflect a fundamental standard that Bogle Investment Management employees must not take inappropriate advantage of their positions. Employees should be highly sensitive to the potential for real and perceived conflicts of interest and should understand that full disclosure of any possible conflict is critical in all mutual fund shareholder and client relationships. VIOLATIONS OF ANY OF THE LAWS OR REGULATIONS REFERENCED ABOVE OR REQUIREMENTS OF THIS CODE, OUTLINED BELOW, WILL NOT BE TOLERATED.

Personal trading exposes the Firm and its employees to serious risks. Failure to comply with all applicable laws and regulations and the requirements of this Code may, depending on the circumstance, result in immediate dismissal from Bogle Investment Management L.P. For this reason, Bogle Investment Management personnel are strongly encouraged to minimize the amount of trading of securities, including mutual funds, derivatives, or other investments, for their personal accounts, or of non-Bogle Investment Management accounts over which they exercise any degree of control or in which they have an economic interest, including accounts of family members. Family members include a person's immediate family sharing the same household, in accordance with Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.

TOPICS IN THE CODE OF ETHICS

1. MATERIAL NON-PUBLIC INFORMATION AND INSIDER TRADING

2. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

INITIAL PUBLIC OFFERINGS
PRIVATE PLACEMENTS
BLACKOUT PERIODS AND TRADING PROCEDURES
MUTUAL FUND TRADING
BAN ON SHORT-TERM TRADING PROFITS

3. GIFTS

4. SERVICE AS A DIRECTOR

5. OTHER RESPONSIBILITIES

TIMELY REPORTING OF TRADES

EMPLOYEE'S RESPONSIBILITY TO KNOW THE RULES EMPLOYEE'S RESPONSIBILITY TO REPORT VIOLATIONS CHIEF COMPLIANCE OFFICER RESPONSIBILITIES

6. FUTURES AND OPTION TRADING

7. PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

8. CLIENT COMPLAINTS

9. PRIVACY POLICY

10. BOGLE INVESTMENT MANAGEMENT NEW EMPLOYEE COMPLIANCE CHECKLIST

11. DISCLOSURE OF PERSONAL HOLDINGS

12. OTHER FORMS AVAILABLE FROM THE CHIEF COMPLIANCE OFFICER

MATERIAL NON-PUBLIC INFORMATION AND INSIDER TRADING

Employees are reminded that they must safeguard all material non-public information concerning BIM's securities recommendations and the securities holdings and transactions of client's of the Firm. Employees are prohibited from misusing such material non-public information, whether in connection with trading or otherwise.

All employees are responsible for ensuring that trades they execute for their own accounts, or on behalf of others, including client accounts, are not made on the basis of "insider information." Bogle Investment Management as a firm is liable for damages and may be prosecuted for the actions of its employees.

Congress has never precisely defined insider information and recent court cases are expanding the scope of actions that can be construed as "insider trading." Accordingly, all employees are expected to err on the side of caution and take no action that could be so construed.

"Insider trading" occurs when someone in a fiduciary relationship with a firm breaches their fiduciary responsibilities and reveals material non-public information about the firm to someone who then takes investment action with this non-public information. Information is deemed material when it is of sufficient importance to have caused an informed investor to take investment action. Anyone taking action with such information can be found guilty of insider trading even if they have not received such information directly from the fiduciary.

It is the policy of BIM that all employees are prohibited from trading in securities of any issuer if they are in possession of material non-public information related to such issuer. Employees in such circumstances are also prohibited from engaging in any other action that might serve to take advantage of or to pass on to others that information.

In the event that an employee of BIM believes that he or she has received sensitive information, which may be material and non-public, he/she should report the matter immediately to the Chief Compliance Officer ("CCO"). The CCO will consider the situation and determine an appropriate course of action.

RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

Although Bogle Investment Management strongly discourages personal trading of Covered Securities (defined below) or derivatives, employees may come to own or wish to trade Covered Securities from time to time. Employees must seek approval from the Chief Compliance Officer to trade such Covered Securities. With the exception of investments in the firm's hedge funds, employees must complete a Trade Authorization Request for all personal investing activities covered in this section. With respect to investing in the firm's hedge funds, employees must follow the procedures, including subscription documentation and qualified purchaser confirmation, specific to the hedge fund investing.

Covered Securities: any stock, bond, future, or investment contract or any other instrument that is considered a security under the Investment Advisers Act. The term "covered security" is very broad and includes items such as:

- options on securities, on indexes, and on currencies;

- all kinds of limited partnerships;

- foreign unit trusts and foreign mutual funds (this does not mean U.S. mutual funds that invest in foreign securities);

- private investment funds, hedge funds, and investment clubs;

- ETFs organized as unit investment trusts;

- ETFs organized as open-end investment companies.

Exceptions to the term Covered Security include:

- transactions and holdings in direct obligations of the Government of the United States;

- money market instruments - bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments

- shares of money market funds;

- transactions and holdings in shares of other types of mutual funds, unless the adviser or a control affiliate acts as the Investment Adviser or principal underwriter for the fund;

Further under the new regulations, quarterly transaction reports need not be submitted with respect to transactions effected pursuant to an automatic investment plan.

If approval is given, the employee may trade the security as long as it falls within the following guidelines:

INITIAL PUBLIC OFFERINGS. In order to preclude any possibility of an employee profiting from their position on behalf of the Firm, all personnel are prohibited from acquiring, for their own accounts, the account of a family member, or any non-client account, beneficial ownership in any securities in an initial public offering. Exceptions to this policy may be granted by the Firm if a company's shares are offered directly to the investing public without the use of an intermediary or underwriter, and the employee purchases the shares in the offering directly from the issuing company.

PRIVATE PLACEMENTS. Any employee interested in acquiring any security in a private placement must obtain express prior approval from the Chief Compliance Officer. In determining whether to grant approval the Firm will take into account the potential purchase of the security by the portfolio management staff for client portfolios and whether the investment opportunity is being offered to an individual by virtue of his or her position with the Firm.

BLACKOUT PERIODS AND TRADING PROCEDURES. In concept, blackout periods and trading procedures ensure that any employee trading activity be entirely segregated from and have no impact on the investment services and process Bogle Investment Management performs for its clients. These rules are intended to avoid actual or perceived conflicts of interest and front

running, as well as to limit personal trading activity which might provide a distraction from managing client assets.

Bogle Investment Management L.P. has a fiduciary responsibility to its clients to take action on the clients' behalf before taking action in the interest of its employees or BIM as a firm. Accordingly, this requires that any trade which a Bogle Investment Management employee undertakes for his or her own account, or for the account of any non-Bogle Investment Management client, must be done so as not to disadvantage any Bogle Investment Management client or to interfere with client portfolios in any way.

Any Bogle Investment Management employee considering the sale or purchase of any Covered Security or derivative is required to ask the Chief Investment Officer and Chief Compliance Officer if that Covered Security or derivative is currently being bought or sold for clients' accounts, if it is currently held in clients' accounts, or if it is being contemplated for purchase or sale for clients' accounts. If so, the employee is prohibited from trading the Covered Security or derivative until explicit authorization is given by the Chief Compliance Officer or the Chief Investment Officer, who will generally require that five full trading days have elapsed after all client portfolios have eliminated all holdings of the Covered Security or derivative.

If Bogle Investment Management's clients do not hold the Covered Security or derivative and if no trade is planned, the employee may be given a special authorization to trade. The trade must be completed on the day of the request, otherwise the request must be resubmitted.

If the Portfolio Management staff decides that it wishes to trade in the same direction (i.e., buy/buy or sell/sell) as the BIM employee in that Covered Security or derivative within the subsequent five trading days (not including the day the security was initially traded by the employee), it may, in its sole discretion, and if the employee trade was at a more favorable price, either require the employee to break the trade, or require the employee to donate an amount equal to the difference between the trade at its actual price and the price if it were traded at the clients' price to a charitable organization of Bogle Investment Management's choosing. If the requested security is held in Bogle Investment Management's clients' portfolios, authorization will generally not be given to trade the security. These rules do not apply to trade requests relating to investments in mutual funds or limited partnerships managed by Bogle Investment Management.

MUTUAL FUND TRADING. In addition, all employees are required to notify the Chief Compliance Officer, in writing, prior making a purchase or sale or transfer of any mutual fund managed or sub-advised by Bogle. In order to avoid any actual or perceived conflicts of interest and front running, employees are prohibited from making Bogle mutual fund transactions on the basis of information available to the employee, but not the general public, based on his or her position at the Firm.

With respect to Bogle mutual funds, Bogle Investment Management prohibits all investment personnel from frequent trading, market timing and "late-trading." No transactions may be done within ten days of the opposite type of transaction. All trade requests must be submitted to the transfer agent, broker, or wiring institution prior to 12:00 noon on trade date. Under no circumstances will trades be allowed to take place after the market has closed for the day. The

Chief Compliance Officer may make an exception to the holding period requirement for severe and extenuating circumstances, when it is clear there is no intent to market time.

BAN ON SHORT-TERM TRADING PROFITS. In addition to the blackout periods described above, Bogle Investment Management prohibits all investment personnel from profiting in the purchase and sale, or sale and purchase, of securities or their equivalent, within 60 calendar days (excluding Bogle mutual funds, where a ten day holding period is required, and hedge funds, where a one-month holding period is required). Any profits realized on such short-term trades will be required to be disgorged to a charitable organization of Bogle Investment Management's choosing. The Chief Compliance Officer may make an exception for severe and extenuating circumstances.

GIFTS

All personnel are prohibited from receiving any gift, service or other thing of more than $100 value from any person or entity that does business with Bogle Investment Management, or has in the past or may in the future do business with Bogle Investment Management. This policy does NOT apply to meals or other forms of entertainment at which the donor is present.

SERVICE AS A DIRECTOR

Investment personnel are prohibited from serving on boards of directors of any publicly traded companies, absent prior authorization from the Chief Compliance Officer, based on a determination that the board service would be consistent with the interests of the Firm and its clients. Any personnel serving on a board will be isolated from the investment decision-making process by a "Chinese Wall."

OTHER RESPONSIBILITIES

TIMELY REPORTING OF TRADES

Bogle Investment Management employees trading any Covered Security for their own account must provide written confirmation of all trades to Bogle Investment Management's Chief Compliance Officer within five business days of the trade.

A Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act, as outlined above; generally, it includes all securities except for government obligations, cash and cash instruments, and non-BIM mutual funds (BIM mutual funds are not excluded and must be reported as part of all personal trading compliance). Employees are also required to report employee transactions in securities in which Bogle Investment Management has any direct or indirect beneficial ownership.

Employees must also provide the Chief Compliance Officer with quarterly summaries showing all trades of Covered Securities executed during the preceding quarter in the form provided by the Chief Compliance Officer, within ten days of the end of the preceding quarter.

In addition, employees must certify within ten calendar days of the end of each calendar quarter, that all trades made by the employee were disclosed to the Firm and conformed with all compliance procedures as specified in this Code of Ethics. In the quarterly trade report, employees must also identify any broker, dealer, or bank with which they maintain a trading account.

Further, employees must provide the Chief Compliance Officer with a statement of all Covered Securities holdings both at the commencement of employment at Bogle Investment Management, and annually thereafter, in the form provided by the Chief Compliance Officer. Employees must also sign an annual certification that they have read and complied with the Firm's Code of Ethics for the year.

Finally, employees must keep a written log documenting the time and date of each trade, together with a brief description of the investment rationale for the trade.

EMPLOYEE RESPONSIBILITY TO KNOW THE RULES

Bogle Investment Management employees are responsible for their actions under the law and therefore required to be sufficiently familiar with the law to avoid infringing it. Employees who have any doubt about the reporting, timing, feasibility or any other question regarding a personal securities transaction must seek clarification from the Chief Compliance Officer before transacting in the security. Misinterpretation of the rules will not be tolerated as an excuse for mistakenly transacting in a security. Any uncertainty about the rules and regulations will require that the individual not transact in the security.

Within thirty days of receiving the book, Bogle Investment Management employees must have read and become familiar with this Code of Ethics and with the CFA Code of Ethics and Standards of Practice Handbook. Employees must certify, in writing, that they have read and understood these two publications and that they will conduct themselves professionally in complete accordance with the requirements and standards therein.

EMPLOYEE RESPONSIBILITY TO REPORT KNOWLEDGE OF ANY VIOLATIONS TO CHIEF COMPLIANCE OFFICER

Bogle Investment Management employees have an obligation to report to the Chief Compliance Officer any knowledge they have of violations of this Code of Ethics or violations of any other applicable law, rule, or regulation of any government, governmental agency, or regulatory organization governing Bogle Investment Management's professional, financial, or business activities. Failure to report knowledge of any violation will be considered a violation and will

subject the employee to immediate dismissal. It is each employee's responsibility to know the laws and rules governing personal trading activity and the Firm's business activities. If for any reason an employee feels uncomfortable reporting an issue to the Chief Compliance Officer, the employee should report to the Firm's President, John C. Bogle Jr.

CHIEF COMPLIANCE OFFICER RESPONSIBILITIES

It shall be the responsibility of the Chief Compliance Officer to enforce the provisions of this document and to educate employees to their responsibilities herein.

The Chief Compliance Officer will provide new employees with a copy of this Code of Ethics and of the CFA Code of Ethics and Standards of Conduct as soon as possible after they join the Firm.

The Chief Compliance Officer is responsible for staying current with significant new legal developments in the area of financial advisory services, fiduciary responsibilities, and insider trading, and to convey such developments to Bogle Investment Management's employees.

The Chief Compliance Officer will review all employee-trading documents in a timely manner and take such action, as this Code of Ethics requires in regards to employee trading and conduct.

The Chief Compliance Officer will maintain a set of records certifying that he has conducted the tasks required in this Code of Ethics.

FUTURES AND OPTIONS TRADING

A partner, officer or director of Bogle Investment Management L.P. must review all futures and options trades on behalf of clients. This review must be documented.

PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

All promotional material that describes Bogle Investment Management L.P.'s use of futures and options must be reviewed and approved by an officer, general partner, or other supervisory employee other than the individual who prepared such material. This review must be documented and filed.

CLIENT COMPLAINTS

Customer complaints must be promptly reported to the Chief Compliance Officer or the Firm's President, John C. Bogle, Jr. The Chief Compliance Officer is responsible for recording, investigating, and responding to all complaints. All complaints will be recorded in Bogle Investment Management L.P.'s complaint file.

PRIVACY POLICY

In conjunction with Regulation S-P, the Firm has adopted the following privacy policy in order to safeguard the personal/proprietary information of the Firm's clients, customers and consumers ("Clients") in accordance with Regulation S-P as promulgated by the Securities and Exchange Commission.

1) The Firm is committed to protecting the confidentiality and security of the information it collects and will handle personal/proprietary Client information only in accordance with Regulation S-P and any other applicable laws, rules and regulations. The Fund will ensure: (a) the security and confidentiality of Client records and information; (b) that these records and information are protected from any anticipated threats and hazards; and (c) that these records and information are protected from unauthorized access or use.

2) The Firm conducts its business affairs through its employees and third parties that provide services pursuant to agreements with the Firm. Only employees who need to have access to Client information as part of the Firm's effort to carry out its duties on behalf of the Client, will have access to Client records and information. This access should only be used in the employees' performance of their responsibilities for the Firm on behalf of the Client.

3) In a case where a third party service provider needs to have access to Client information as part of the Firm's effort to carry out it duties on behalf of the Client, the Firm will determine that the policies and procedures of its service providers are reasonably designed to safeguard Client information and only permit appropriate and authorized access to and use of Client information through the application of appropriate administrative, technical and physical protections.

4) The Firm may share Client information with affiliated and unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Firm will not share Client information with unaffiliated third parties other than as permitted by law without (i) providing an opt out right to the Client or (ii) providing the required disclosure and contractual provision in the case of information sharing conducted pursuant to a marketing agreement. A determination that an entity is an affiliate for purposes of information sharing pursuant to Regulation S-P shall not be deemed to mean that such entity or its parent "controls" the Firm as defined pursuant to other laws, rules or regulations.

5) This privacy policy will be attached as an addendum to the Firm's Code of Ethics. All current and future employees of the Firm have been and will be made aware of the Firm's Privacy Policy.

6) The Firm will protect and handle internally any personal Client information it receives from third parties in the same manner as the personal Client information it collects and will only share such information with third parties as permitted by Regulation S-P.

7) Privacy notices will be sent out to all Clients on an annual basis along with the annual mailing of the Firm's Form ADV.

ANY VIOLATION OF THE ABOVE POLICIES WILL SUBJECT THE VIOLATING EMPLOYEE TO DISCIPLINARY ACTION, INCLUDING BUT NOT LIMITED TO MONETARY PENALTIES AND/OR TERMINATION OF THEIR EMPLOYMENT AT BOGLE INVESTMENT MANAGEMENT.

BOGLE INVESTMENT MANAGEMENT EMPLOYEE COMPLIANCE CHECKLIST

EMPLOYEE NAME:

DATE OF HIRE:

I certify that I introduced this employee to the concept of compliance and provided him/her with a copy of the Bogle Investment Management Code of Ethics and the CFA Code of Ethics and Standards of Practice Handbook.

CHIEF COMPLIANCE OFFICER: DATE:

I certify that I have read and understood the Bogle Investment Management Code of Ethics and that I will conduct myself in accordance with the rules, laws, and standards therein. I further certify that I will always act as a responsible fiduciary for Bogle Investment Management' clients and that I will not utilize material non-public information in any investment decision I make on my own behalf or on behalf of Bogle Investment Management's clients. I further certify that I have read and understood the CFA Code of Ethics and Standards of Practice Handbook.

EMPLOYEE: DATE:

Security List
                                          Number of           Total
Ticker               Security             Shares              Value

If any holdings are in fixed income securities, please also report interest rate, maturity date, and principal amount.

Please also identify any broker, dealer, or bank with which you maintain a trading account:

EMPLOYEE: DATE:

OTHER FORMS AVAILABLE FROM THE CHIEF COMPLIANCE OFFICER

Trade Authorization Request

Quarterly Report of Covered Securities Transactions

Annual Certification

Note that trade confirms and monthly brokerage reports and/or account statements should also be submitted to the Chief Compliance Officer per the guidelines set forth above.

Exhibit (p)(6)

PFPC DISTRIBUTORS, INC.
CODE OF CONDUCT
APRIL 20, 2001

This Code of Conduct has been adopted by the Firm's Board of Directors for the purpose of avoiding and preventing certain actions constituting conflicts of interest with the investment activities of a Fund or Funds for which the Firm acts as distributor. This Code of Conduct applies to all officers, directors, employees or associated persons of the Firm. The terms and conditions of this Code shall supersede those of the PFPC Worldwide, Inc. Code of Conduct (the "PFPC Code") to the extent that any term or condition of this Code is inconsistent with the PFPC Code.

I. DEFINITIONS

The following definitions shall apply herein:

1. "Access Person" shall mean any Firm director or officer who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by a Fund for which the Firm acts as distributor, or whose functions or duties as part of the ordinary course of his or her business relate to the making of any recommendation to such Fund regarding the purchase or sale of Covered Securities. An individual shall be considered as Access Person only with respect to the Fund to which the foregoing definition applies. A list of the current Access Persons is attached to this Code as Appendix A.

2. "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Application of this definition is explained in more detail in Appendix B hereto.

3. "Code" shall mean this Code of Conduct.

4. "Covered Security" (in the plural, "Covered Securities") shall mean any security or securities referred to in Section 2(a)(36) of the Investment Company Act of 1940 (the "1940 Act") (including any option, contract, warrant or exercisable right to purchase or sell any security) with the following exceptions: direct obligations issued or guaranteed by the United States; short-term securities issued or guaranteed by an agency or instrumentality of the United States; commercial paper; bankers' acceptances; bank certificates of deposit; commercial paper and high quality short-term debt instruments, including repurchase agreements; shares of open-end registered investment companies; and any other securities excepted by Rule 17j-1 under the 1940 Act.

5. "Firm" shall mean PFPC Distributors, Inc.

6. "Designated Person" shall mean any person designated by the Firm to be authorized to take actions to carry out policies and procedures set forth in the Code. As of the date of this Code, the President and Chief Compliance Officer for the Firm has been named the Designated Persons.

7. "Employee" (in the plural, "Employees") shall mean each person registered as a representative of the Firm with the National Association of Securities Dealers, Inc.

8. "Fund" (in the plural, "Funds") shall mean any registered investment company or investment portfolio for which the Firm acts as distributor.

9. "Material Information" shall mean information (i) which can reasonably be expected to have a material impact on the financial condition or operations of a Firm or (ii) which an investor would consider important in determining whether to buy or sell securities of an issuer.

10. "Personal Account" shall mean any account used for the purchase and sale of securities in which an Employee has a direct or indirect Beneficial Ownership.

11. "Purchase or Sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security.

12. "Security Held or to be Acquired by the Fund" shall mean any Covered Security, which, within the most recent 15 days: (a) is being held by the Fund; or (b) is being or has been considered by the Fund or its investment adviser for purchase by the Fund, and any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

II. REPORTING REQUIREMENTS

A. INITIAL HOLDINGS REPORTS

No later than 10 days after a person becomes an Access Person, every Access Person must file with the Chief Compliance Officer an initial holdings report which shall set forth the following information:

(a) 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;

(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 as of the date the person became an Access Person; and

(c) the date that the report is submitted by the Access Person.

A sample of the form of report is attached to this Code as Appendix C.

B. QUARTERLY TRANSACTION REPORTS

Every Access Person must file with the Chief Compliance Officer not later than 10 days after the end of each calendar quarter a confidential personal securities transaction report for such quarter setting forth for every transaction in a Covered Security in the Access Person's Personal Account the following information:

(a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(b) the nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition including gifts, exercise of conversion rights, exercise or sale of subscription rights, reinvestment of dividends and receipt of stock splits or stock dividends);

(c) the price at which the transaction was effected;

(d) the name of the broker, dealer, bank, other corporation, or person with or through whom the transaction was effected; and

(e) the date the report is submitted by the Access Person.

A sample of the form of report is attached to this Code as Appendix D.

An Access Person need not make a quarterly transaction report if the report would duplicate information contained in the broker trade confirmations or account statements received by the Firm with respect to the Access Person, if all of the information required is contained in the broker trade confirmations or accounts statements or the records of the Firm.

C. ANNUAL HOLDINGS REPORTS

Annually every Access Person must file with the Chief Compliance Officer a confidential personal securities transaction report (which must be current as of a date no more than 30 days before the report is submitted) setting forth for every transaction in a Covered Security in the Access Person's Personal Account the following information:

(a) the title, number of shares and principal amount of each Covered Security in which the Access person had an 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 the report is submitted by the Access Person.

A sample of the form of report is attached to this Code as Appendix E.

D. STATEMENT REGARDING BENEFICIAL OWNERSHIP

Any such report may contain a statement to the effect that such report shall not be construed as an admission by the reporting person as to any direct or indirect beneficial ownership of the Security or Securities to which the report relates.

E. EXCEPTION TO REPORTING REQUIREMENTS

No Access Person shall be required to make the foregoing report where the Firm (i) is not an affiliated person of any Fund or any investment adviser of any Fund and (ii) has no officers, directors or general partners who serve as officers, directors or general partners of such Fund or any such investment adviser. As of the date of this Code, the foregoing exception to reporting applies to all Access Persons. The Designated Supervisory Person shall notify all Access Persons immediately in the event that the exception to the reporting requirement is no longer applicable.

III. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS BY EMPLOYEES

A. UNLAWFUL ACTIONS

It is unlawful for any Employee, Firm director or Firm officer, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

(a) to employ any device scheme or artifice to defraud the Fund;

(b) to make any untrue statement of a material fact to the Fund or to omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances in 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.

B. TRADING RESTRICTIONS DURING CERTAIN PERIODS

No Employee, Firm director or Firm officer may, directly or indirectly, purchase or sell a Covered Security for his or her Personal Account if such individual knows or, in the ordinary course of fulfilling his or her duties as an Employee, Firm director or Firm officer, should know that (i) a purchase or sale of such Covered Security by a Fund is being considered by the Fund or its investment adviser, or (ii) during the five (5) business day period immediately preceding the date of the transaction in a Covered Security by the Employee, Firm director or Firm officer, such Security was purchased or sold by a Fund.

C. TRADING RESTRICTIONS WHILE IN POSSESSION OF NON-PUBLIC MATERIAL INFORMATION

No Employee, Firm director or Firm officer may, directly or indirectly, purchase or sell a Covered Security for his or her Personal Account while such individual possesses non-public Material Information relating to that Covered Security or its issuer. The most common examples of information that is "non-public" are: (i) information that has neither been published by any news agency nor filed with the Securities and Exchange Commission as part of a publicly available filing and (ii) information that has been discussed only within the confines of a board meeting.

D. VIOLATIONS

Any Employee, Firm officer or Firm director who has violated Sections III (A), (B) or (C) of the Code or who knows of such a violation by another Employee, Firm director or Firm officer shall immediately notify the Designated Person, in writing, of such violation.

E. GENERAL

Apart from the specific restrictions set forth in Sections II and III of the Code, purchases and sales should be arranged in such a way as to avoid transactions contrary to the intent of this Code. Any attempt by an Employee, Firm director or Firm officer to do indirectly what this Code is meant to prohibit will be deemed a direct violation hereof. If there is any doubt whether your transactions may be in conflict with the intent of this Code you should check before buying or selling with the Designated Person.

F. REGISTERED INVESTMENT ADVISER EMPLOYEES

Certain associated persons of the Firm may also be employees of a registered investment adviser and, accordingly, subject to codes of conduct, including restrictions on personal securities transactions, more stringent than those set forth in this Code. The Firm will rely on the registered investment advisers to enforce their codes of conduct.

G. SANCTIONS

If the Designated Person determines that a violation of the Code has occurred, she shall so advise the Firm's Board of Directors for referral to the Executive Management Committee of PFPC Worldwide, Inc., the parent of the Firm (the "Committee"). The Committee may impose such sanctions as it deems appropriate, including, INTER ALIA, a

letter of censure or suspension or termination of the employment of the violator. In any event, (i) any Employee, Firm director or Firm officer who violates Section III (A) or (B) of the Code shall be subject to disciplinary action which may include termination of registration with the Firm and (ii) any profit realized from a securities transaction that violates Section III (A) or (B) of the Code shall be disgorged as directed by the Committee.

IV. ANNUAL CERTIFICATION

On an annual basis, each Employee, Firm director and Firm officer shall certify in writing that such individual has read and understands the Code and has complied with all of its provisions during the preceding year in which the Code was in effect. The annual certification is attached to the Code. (Upon employment, each employee will receive the Code and sign an initial "Certification of Receipt.")

V. MISCELLANEOUS

A. ADMINISTRATION OF THE CODE

1. The Firm shall use reasonable diligence and institute procedures reasonably necessary to prevent violations of this Code.

2. No less frequently than annually, the Firm shall furnish to the Fund's board of directors a written report that

(a) describes any issues arising under the Code since the last report to the board of directors, including, but not limited to, information about material violations of the Code and sanctions imposed in response to material violations; and

(b) certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

B. RECORDS

1. The Firm shall maintain records in the manner and to the extent set forth below, which records may be maintained in any manner described in Rule 31a-2(f)(1) under the 1940 Act, as follows:

(a) a copy of the Code and any other code which is, or at any time within the past five years has been in effect, shall be preserved in an easily accessible place;

(b) a record of any violation of the Code, and of any action taken as a result of such violation, shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(c) a copy of each certification made by an Employee, Firm director or Firm officer pursuant to the Code (including any information provided in lieu of reports under Section II(B) of the Code) shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place;

(d) a record of all persons, currently or within the last five years, who are or were required to make reports under Section II of the Code, or who are or were responsible for reviewing these reports, shall be preserved in an easily accessible place; and

(e) a copy of each report required by Section V(A)(2) shall be 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.

2. The Firm shall make such records available for examination at the Firm headquarters by representatives of the Securities and Exchange Commission at such time as said representatives may reasonably request.

3. Except as may be required pursuant to Section III (E) and Section V (A)(2) of the Code, all reports and any other information of a personal nature shall be treated as confidential by the Designated Supervisory Person.

                                   APPENDIX A

                             LIST OF ACCESS PERSONS

     NAME                          TITLE                       ACCESS PERSON?
     ----                          -----                       --------------

Brian Burns           Director, President, Chief                     No*
                      Executive Officer & Chairman
Michael DeNofrio      Director                                       No*
Nicholas Marsini      Director                                       No*
Rita Adler            Chief Compliance Officer                       No*
Christine Ritch       Chief Legal Officer, Assistant                 No*
                      Secretary & Assistant Clerk
Craig Stokarski       Treasurer and Financial and                    No*
                      Operations Principal
John Munera           Anti-Money Laundering Officer                  No*
Bradley Stearns       Assistant Secretary & Assistant Clerk          No*
Maria Schaeffer       Controller & Assistant Treasurer               No*
Julie Bartos          Assistant Secretary & Assistant Clerk          No*
Amy Brennan           Assistant Secretary & Assistant Clerk          No*

*Not an Access Person because (1) such person does not in the ordinary course of his/her business make, participate in or obtain information regarding the purchase or sale of securities for a Fund; and (2) such person's duties as part of the ordinary course of his/her business do not relate to the making of any recommendation to such Fund regarding the purchase or sale of securities.

APPENDIX B

This Code of Conduct relates to the purchase or sale of securities of which a person has a direct or indirect "beneficial ownership" except for purchases or sales in accounts over which the person has no direct or indirect influence or control as described below.

BENEFICIAL OWNERSHIP

"Beneficial ownership" means that one directly or indirectly, by written or unwritten understanding, has a (or shares a direct or indirect) financial interest regardless of who is the owner of record. Financial interest means the opportunity, directly or indirectly, to participate in the risks and rewards of a transaction. Securities owned by a person or by a trust of which one has a beneficial ownership or a similar arrangement include, but are not limited to:

(1) Securities owned by your spouse, your minor children and relatives of you and your spouse who live in your home, including trusts of which such persons are beneficiaries (other than interests in a trust over which neither you nor such person has any direct or indirect influence or control over investments);

(2) A proportionate interest in securities held by a partnership of which you are a general partner;

(3) Securities in which you have a right to dividends that is separated or separable from the underlying securities;

(4) Securities that you have a right to acquire through the exercise or conversion of another security, whether or not presently exercisable; and

(5) Securities held in accounts from which you receive a performance related fee based on less than one year's performance.

You do not have a financial interest in securities held by a corporation of which you are not a controlling shareholder and do not have or share investment control over its portfolio.

NO INFLUENCE OR CONTROL

The Code does not apply to purchases and sales of securities effected in any account over which you do not have "any direct or indirect influence or control". However, this "no direct or indirect influence or control" exception is limited to few situations. The principal one is that described in paragraph
(1) above, where securities are held in a trust, in which you have a beneficial interest, but where you are not the Trustee and have no control or influence over the Trustee.

BEAR STEARNS ASSET MANAGEMENT INC.
CODE OF ETHICS

WHEREAS, Bear Stearns Asset Management Inc. ("BSAM") is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and provides investment advisory services to investment companies (each a "Fund" and collectively, the "Funds") and other clients;

WHEREAS, the investment advisory business involves decisions and information which may have at least a temporary impact on the market price of securities, thus creating a potential for conflicts of interest between investment advisers, underwriters and their clients; and

WHEREAS, BSAM has a duty with respect to each portfolio under management and the interests of the Managed Accounts and of the shareholders of the Funds must take precedence over the interests of BSAM, its officers and employees, thus requiring adherence to the highest standards of conduct by the officers and employees of BSAM; and

WHEREAS, practical steps must be taken to ensure that no action is taken by an Access Person of BSAM which is, or appears to be, adverse to the interests of BSAM or any of its Managed Accounts, including the definition of standards of conduct for such employees, while at the same time avoiding unnecessary restrictions on the actions of such persons; and

NOW, THEREFORE, BSAM hereby adopts the following Code of Ethics (the "Code") pursuant to the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and Section 204A of the Advisers Act.

A. LEGAL REQUIREMENTS.

Rule 17j-1(b) under the 1940 Act makes it unlawful for "any affiliated person" of BSAM (as investment sub-adviser of the Funds), in connection with the purchase or sale by such person of a security "held or to be acquired" by a Fund:

1. To employ any device, scheme or artifice to defraud any Fund;

2. To make any untrue statement of a material fact to any Fund or to omit to state a material fact necessary in order to make the statements made to any Fund, 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 Fund; or

4. To engage in any manipulative practice with respect to any Fund.

Under Section 204A, each Access Person (as defined below) has the duty to know, understand and comply with federal securities law and other legal obligations applicable to their duties and responsibilities. In addition, the Advisers Act requires that investment advisers establish, maintain and enforce written policies and procedures reasonably designed, taking into

consideration of the nature of such investment adviser's business, to prevent the misuse, in violation of the Advisers Act or the Exchange Act, or the rules or regulations thereunder, of material nonpublic information by such investment adviser or any person associated with the investment adviser.

B. DEFINITIONS.

1. "Access Person" means:

a) all directors, partners, officers and employees of BSAM.

b) all Investment Personnel; and

c) any other person designated by a Compliance Officer to be an Access Person.

2. "Beneficial Ownership" means:

a) the receipt of benefits substantially equivalent to those of ownership through relationship, understanding, agreement, contract or other arrangements; or

b) the power to vest benefits substantially equivalent to those of ownership in oneself at once or at some future time.

Note: Generally, a person will be regarded as having a direct or indirect Beneficial Ownership in securities held in his/her name, as well as in the name of a spouse, minor children who live with such person, any member of the person's immediate family(1), any other relative (parents, adult children, brothers, sisters, in-laws, etc.) whose investments the person directs or controls, whether they live together or not, and securities held by a trust or estate for the person's benefit. The definition of "Beneficial Ownership" will be interpreted with reference to the definition contained in the provisions of Section 16 of the Exchange Act, and the rules and regulations thereunder, as such provisions may be interpreted by the Securities and Exchange Commission, except that the determination of direct or indirect Beneficial Ownership will apply to all securities which an Access Person has or acquires.

3. "Compliance Officer" means a person designated by BSAM as a compliance officer with respect to Managed Accounts. "Chief Compliance Officer" means the person designated as such by BSAM pursuant to Rule 206(4)-7 of the Advisers Act.

4. "Control" has the meaning set forth in Section 2(a)(9) of the 1940 Act.

5. "Covered Security" means a security as defined in Section 2(a)(36) of the 1940 Act, including all related securities, commodity or futures contracts, except that it does not include (a) direct obligations of the government of the United States or commodity or futures contracts related to such obligations; (b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements or commodity or futures contracts related to such securities; and (c) shares issued by registered open-end investment companies; except that, shares issued by registered investment companies for which BSAM or an affiliated company acts as investment adviser, sub-adviser or distributor ("Reportable Fund" shares) are included as "Covered Securities."

6. "DE MINIMUS Transaction" means a transaction or series of transactions(2) involving (i) no more than 500 shares of an equity security (x) with an average monthly trading volume of 100 million shares or more or (y) issued by an issuer with a market capitalization (outstanding shares multiplied by current share price) of $2 billion or more or (ii) no more than the greater of $25,000 principal amount or 0.1% of the outstanding principal amount of any issue of any corporate, municipal or international fixed-income security. The exception provided in this Section B.7. is not available to (x) Investment Personnel who make or participate in making recommendations regarding the purchase or sale of the security or related securities, and (y) a Portfolio Manager who buys or sells the same security or a related security for one or more Managed Account during a period commencing seven days prior to and ending seven days after the transaction by the Managed Account.

7. "Employee Account" means securities trading accounts and privately placed securities owned by Access Persons and any other securities trading accounts in which the Access Person has direct or indirect Beneficial Ownership. EMPLOYEE ACCOUNTS INCLUDE ACCOUNTS OF YOUR IMMEDIATE FAMILY MEMBERS AND OTHERS. SEE THE DEFINITION OF "BENEFICIAL OWNERSHIP."

8. "Employee Central" means the online system maintained by Bear, Stearns & Co. Inc. ("BSC") that records various information relating to employees of BSC and BSAM.

9. "Ethics Committee" shall have the same meaning as given in paragraph E.

10. "Exempt Transaction(3)" means any of the following:

(3) Note that Exempt Transactions are not exempt from this Code of Ethics in general. Some Exempt Transactions are exempted only from designated reporting requirements under this Code of Ethics and may

a) a transaction in a security that is non-volitional on the part of either the Access Person or a Managed Account;

b) a purchase of a security that is part of an automatic dividend reinvestment plan;

c) a purchase of a security 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) a sale of a security that is effected pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities; or

e) any other transaction otherwise prohibited by this Code, as such transaction is exempted as provided for in Section E below.

11. "Gift" means cash or any item of value received by an Access Person or given to a Client or Public/Government Official or Employee

12. "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended (the "Securities Act"), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

13. "Investment Personnel" means (a) any employee of a Managed Account or BSAM (or any company in a control relationship to the Managed Account or BSAM) 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 Managed Account, and (b) any natural person who controls the Managed Account or BSAM and who obtains information concerning recommendations to the Managed Account regarding the purchase or sale of securities by the Managed Account, including, but not limited to, analysts and traders who provide information and advice to a Portfolio Manager or who help execute a Portfolio Manager's decisions. If an Access Person becomes aware of information or activities that are normally within the function and responsibilities of Investment Personnel, then such Access Person shall be treated as Investment Personnel for the purpose of complying with this Code of Ethics with respect to such information or activities.

14. "Legal Officer" means an officer within the joint BSAM/BSC Legal Department.

15. "Limited Offering" means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act.

16. "Managed Account" means each Fund and each separate account (including limited partnerships, limited liability corporations and other entities that are exempt from registration under the 1940 Act) that has entered into an investment management, administrative and/or advisory or sub-advisory agreement with BSAM.

17. "Model-Driven Managed Account" means the management of any Fund or separate account (including limited partnerships, limited liability corporations and other entities that are exempt from registration under the 1940 Act) pursuant to a quantitative model that screens securities on the basis of prescribed criteria and automatically purchases all conforming securities, or sells non-conforming securities upon the six-month or one-year rebalancing periods, for the Managed Account.

18. "Portfolio Manager" means any employee entrusted with direct responsibility and authority to make investment decisions affecting a Managed Account.

19. "Related Security" means any option or futures contract to purchase or sell, and any security convertible into or exchangeable for, a security.

20. "Reportable Fund: means:

a) Any fund for which BSAM serves as an investment adviser or sub-adviser as defined in section 2(a)(20) of the 1940 Act, or

b) Any fund whose investment adviser or principal underwriter controls BSAM, is controlled by BSAM, or is under common control with BSAM.

21. "Security held or to be acquired by a Managed Account" means:

a) Any Covered Security that, within the most recent 15 days,
(i) is or has been held by a Managed Account, or (ii) is being or has been considered by a Managed Account or BSAM for purchase by the Managed Account(4), and

b) Any option or futures contract to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

22. "Transaction" means buying or selling, or taking a long or short position in, a security, futures contract, or any other financial instrument.

23. "Small cap" means a capitalization of $2 billion or less.

C. POLICIES.

1. RULE 17J-1. No Access Person will engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1(b).

2. DUTIES OF ACCESS PERSONS. The following general policies will govern personal investment activities of Access Persons:

a) It is the duty of all Access Persons to place the interests of Managed Accounts first;

b) All Access Persons will conduct personal securities transactions in a manner that:

(1) avoids any actual or potential conflict of interest or any abuse of a position of trust and responsibility; and

(2) is consistent with this Code of Ethics and any policy regarding allocation of trades as may be adopted by BSAM.;

c) No Access Person will take inappropriate advantage of his or her position with a Managed Account.

3. PERSONAL TRADING PROCEDURES. Access Persons shall comply with the Code of Ethics Procedures established by BSAM from time to time.

4. INITIAL PUBLIC OFFERINGS: Access Persons may not acquire direct or indirect Beneficial Ownership of any Covered Security in an Initial Public Offering.

5. LIMITED OFFERINGS. Access Persons, generally, may not acquire direct or indirect Beneficial Ownership of any Limited Offering (other than those managed by BSAM) without the prior written approval of the Access Person's direct supervisor and a Legal Officer or the Chief Compliance Officer. Such written approval will be sought and documented in Employee Central. Investment Personnel participating in the management of funds of funds making investments in Limited Offerings must, in addition, secure the approval of the Ethics Committee to make such investments. Approval of Limited Offerings should take into account, among other factors, whether the investment opportunity should be reserved for the Managed Accounts, and whether the opportunity is being offered to an individual by virtue of his or her position with BSAM. Any authorized investment in a Limited Offering must be disclosed to a Compliance Officer by such Investment Personnel when he or she plays any part in a Managed Account's subsequent consideration of an investment in securities of the issuer, and any decision by the Fund to purchase securities of the issuer will be subject to an independent review by the Ethics Committee.

6. TRANSACTIONS IN SECURITIES ON THE RESTRICTED LIST. From time to time, Access Persons may obtain material, non-public information or establish special or "insider" relationships with one or more issuers of securities (i.e., the employee may become an officer or director of an issuer, a member of a creditor committee that engages in material negotiations with an issuer, etc.). In such cases, Access Persons should keep in mind that they are subject to the requirements and restrictions set forth in Exhibit A, the Policy Statement on Insider Trading.

7. INSIDER TRADING. BSAM has adopted a Policy Statement on Insider Trading (the "Policy Statement"), a copy of which is attached hereto as Exhibit A. All Access Persons are required by this Code of Ethics to read and familiarize themselves with their responsibilities under this Code of Ethics and the Policy Statement. All Access Persons shall certify at the end of each calendar year that they have read and understand this Code of Ethics and the Policy Statement, and that they have complied with the requirements thereof, and a Compliance Officer shall maintain a copy of each executed Acknowledgment.

D. REPORTING REQUIREMENTS.

1. REPORTS BY ACCESS PERSONS.

a) Initial Reports by Access Persons.

(1) All Access Persons shall submit to a Compliance Officer a complete report on the Initial Asset Certification Form (see Exhibit B).

(2) CONTENTS OF INITIAL ASSET CERTIFICATION FORM. The
Initial Asset Certification Form must list each Covered Security held as of the end of the previous calendar quarter, in each Employee Account. This report must include book entry shares held at companies, broker/dealers, investment advisers or other institutions, and physically issued certificates held in a safe deposit box, at one's home, or in the trust department of a bank or trust company.

(3) DEADLINE. Access Persons must submit this initial listing of Covered Securities within 10 days after becoming an Access Person. In the event that the Access Person held no Covered Securities as of the above reporting dates, the report should so specify.

b) QUARTERLY REPORTS BY ACCESS PERSONS.

(1) All Access Persons shall submit to a Compliance Officer a Security Transaction Report each quarter (See Exhibit C).

(2) CONTENTS OF REPORT. The Quarterly Security Transaction Report shall list all transactions in Covered Securities held in any

Employee Account. Access Persons need not report transactions in securities purchased or sold in Exempt Transactions.

(3) DEADLINE. Access Persons must submit the Quarterly Security Transaction Report no later than 30 days after the end of each calendar quarter.

c) ANNUAL HOLDINGS REPORTS BY ACCESS PERSONS.

(1) All Access Persons shall submit to a Compliance Officer annually (as of each December 31) an Annual Asset Certification (See Exhibit D).

(2) CONTENTS OF CERTIFICATION. The Annual Asset Certification shall list all holdings of Covered Securities in each Employee Account as of December 31 of each year.

(3) DEADLINE. Access Persons must submit the Annual Asset Certification no later than January 30 of each year.

d) EXCEPTIONS FROM REPORTING REQUIREMENTS.

(1) Access Persons need not make a report under this
Section D with respect to transactions in:

o a non-Covered Security;

o shares purchased or sold pursuant to dividend reinvestment plans; or

o shares held in accounts over which an Access Person has no direct or indirect influence or control.

(2) Access Persons need not make a quarterly transaction report under paragraph (1)(b) of this Section D if the report would duplicate information contained in broker trade confirmations or account statements received by a Compliance Officer in the time period required by paragraph (1)(b) of this Section D, if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, unless the Access Person established a new account during the quarter.

2. NOTIFICATION BY COMPLIANCE OFFICER. A Compliance Officer shall notify each Access Person required to make reports pursuant to this Code of Ethics that such person is subject to this reporting requirement and shall deliver a copy of this Code of Ethics to such person.

3. PRESERVATION OF RECORDS. This Code of Ethics, a copy of each Securities Transaction Report, any written report issued hereunder by a Compliance Officer, and lists of all persons required to make reports hereunder shall be

preserved with BSAM's records for the period required by Rule 17j-1(f) and Rule 204-2(a)(12) & (13).

E. ETHICS COMMITTEE.

1. A committee ("the Ethics Committee") composed of, at a minimum, BSAM's General Counsel, Chief Financial Officer, head Equity Trader, Chief Investment Officer, and Chief Compliance Officer shall oversee, interpret and revise the rules of this Code of Ethics.

2. The Ethics Committee has the power to exempt transactions in Employee Accounts from the rules of this Code of Ethics or related procedures when there is reasonable ground to believe that the Access Person has acted in good faith and the Employee Account has not improperly benefited from the transaction that has occurred in or is being considered for a Managed Account, and that the Managed Account has not been improperly disadvantaged thereby. The Ethics Committee may delegate this power to a Compliance Officer, provided
(i) the Compliance Officer shall notify the Ethics Committee, in writing on the same business day, that an exception has been granted; and (ii) any individual member of the Ethics Committee may, within two business days, challenge this grant of exception. In this event, the Ethics Committee shall convene to make a final determination. The Chief Compliance Officer or his/her designee shall make a report to the Ethics Committee on all exceptions granted at the next quarterly meeting of the Ethics Committee.

3. Only the Ethics Committee or its delegate has the power to exempt a transaction in an Employee Account from the rules of this Code of Ethics.

4. Any three members of the Ethics Committee acting together may take any action authorized to be taken under this Code of Ethics.

F. TRAINING AND EDUCATION

The Chief Compliance Officer shall oversee the training and education of all Access Persons about this Code. Training regarding this Code will occur periodically. All Access Persons are required to attend the training sessions and read any applicable materials.

G. ANNUAL REVIEW

The Chief Compliance Officer will review the adequacy of the Code and the effectiveness of its implementation at least annually and make recommendations for updating as a result of any changes in the regulations or changes in procedures. The Chief Compliance Officer, or his/her designee, will provide a written report, at least annually, to the Ethics Committee summarizing:

o Compliance with the Code for the period under review;

o Violations of the Code for the period under review;

o Sanctions imposed under the Code during the period under review;

o Changes in policies and procedures recommended for the Code; and

o Any other information requested by the Ethics Committee

H. REPORTS

Access Persons must report "apparent" or "suspected" violations in addition to actual or known violations of the Code to a Compliance Officer, and must cooperate in any investigation relating to breaches of the Code. Access Persons are encouraged to seek advice from a Compliance Officer with respect to any action or transaction which may violate this Code and to refrain from any action or transaction which might lead to the appearance of a violation. The types of reporting by Access Persons required under this Code includes: (i) noncompliance with applicable laws, rules, and regulations; (ii) fraud or illegal acts involving any aspect of BSAM's business; (iii) material misstatements in regulatory filings, internal books and records, client records or reports; (iv) activity that is harmful to clients, including fund investors; and (v) deviations from required controls and procedures that safeguard clients and BSAM.

A member of the BSAM Ethics Committee, who is not a Compliance Officer, will serve as an alternate person to whom employees may report violations in case a Compliance Officer is involved in the violation or is unreachable. Reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.

F. ADMINISTRATION.

1. All Access Persons must be presented with a copy of this Code of Ethics and any amendments thereto.

2. All Access Persons are required to read this Code of Ethics and to acknowledge in writing that they have read, understood and agreed to abide by this Code of Ethics. In addition, Access Persons are required to read and understand any amendments thereto.

3. All Access Persons are required to provide a list of all of his or her Employee Accounts.

4. Access Persons who violate the rules of this Code of Ethics are subject to sanctions, which may include censure, suspension or termination of employment.

5. Any information obtained from an Access Person shall be kept in strict confidence, except that reports of securities transactions pursuant hereto will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation.

6. Nothing contained in this Code of Ethics shall be interpreted as relieving any Employee Account from acting in accordance with the provisions of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of Access Persons.

7. If any Access Person has any question with regard to the applicability of the provisions of this Code of Ethics generally or with regard to any securities transaction, he or she should consult with the Chief Compliance Officer or his/her designee.

G. RECORD KEEPING.

BSAM shall maintain at its principal places of business the following records:

1. A copy of this Code of Ethics and any Code of Ethics that has been in effect within the previous five years.

2. Any record of any violation of this Code of Ethics and any action taken as a result of the violation. These records shall be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

3. A copy of each report made by an Access Person as required by this Code of Ethics, including any information provided in lieu of the monthly reports. These records shall be maintained for at least five years after the end of the fiscal year in which the report is made or the information provided, the first two years in an easily accessible place.

4. A record of all persons, currently or within the past five years, who are or were required to make reports under this Code of Ethics, or who are or were responsible for reviewing these reports. These records shall be maintained in an easily accessible place.

5. A copy of each decision to approve an acquisition by an Access Person of any Limited Offerings; such decision will be housed in Employee Central. These records must be maintained for at least five years after the end of the fiscal year in which the approval is granted.

Adopted:        November 12, 1998

Revised:
June 25, 1999                   March 6, 2002             February 25, 2005
February 7, 2000                September 5, 2002
August 3, 2000                  February 12, 2003
November 3, 2000                March 26, 2003
February 5, 2001                November 17, 2003
July 10, 2001                   January 13, 2004
October 1, 2001                 May 11, 2004
November 28, 2001               August 2, 2004
February 28, 2002               October 1, 2004

EXHIBIT A
BEAR STEARNS ASSET MANAGEMENT INC.
POLICY STATEMENT ON INSIDER TRADING

POLICIES AND PROCEDURES DESIGNED TO PREVENT INSIDER TRADING

I. INTRODUCTION: SCOPE AND COVERAGE

The following policies and procedures have been established to aid employees and other persons associated with BSAM Inc. to avoid "insider trading" and to aid BSAM in preventing, detecting and imposing sanctions on those who engage in "insider trading."

As a matter of corporate policy, BSAM strives to prevent its Portfolio Managers, officers, Access Persons, Investment Personnel and employees ("Associated Persons") from unlawfully:

> trading while in possession of material, non-public information ("inside information"),

> communicating inside information to others for their use in trading ("tipping"), or

> recommending securities based on inside information.

Insider trading is not only unethical; it is also illegal.

To promote this policy against illegal insider trading and tipping, we have adopted these policies and procedures concerning the use of material, non-public information and trading of securities. These policies and procedures apply to the conduct of all Associated Persons, whether they are permanent or temporary employees, whether they are employees or independent contractors, and whether or not their conduct is within the scope of their responsibilities for BSAM.

Associated Persons who participate in or have access to inside information concerning the investment decisions for any Fund are subject to additional restrictions, which are described in the Code of Ethics. Nothing contained in these policies and procedures changes your responsibilities and obligations under the Code of Ethics if you are covered by it.

YOU MUST READ AND UNDERSTAND THESE POLICIES AND PROCEDURES. IF YOU FAIL TO COMPLY WITH THESE POLICIES AND PROCEDURES, YOU RISK SERIOUS PENALTIES. THAT IS, WE MAY TERMINATE YOUR EMPLOYMENT, AND YOU COULD FACE SUBSTANTIAL PERSONAL CIVIL OR CRIMINAL LIABILITY.

If you have any questions regarding these policies and procedures, please call the Compliance Department at 212-272-8095 or 212-272-3146.

II. SUMMARY OF THE LAW OF INSIDER TRADING

The following general discussion is intended as a guide to help you understand how to avoid insider trading.

Whether or not the law would view a particular action as insider trading may require a detailed analysis of the specific facts involved in your particular case. BEFORE YOU TAKE ANY ACTION THAT YOU BELIEVE MAY BE CONSIDERED INSIDER TRADING UNDER THE LAW, YOU SHOULD CONSULT WITH THE COMPLIANCE DEPARTMENT.

The law concerning insider trading is continuously evolving. Generally, the law prohibits

> Trading by any person, whether or not the person is an "insider" in the technical, legal sense, while in possession of insider information(5); and

> Communicating inside information to other persons in violation of a duty to keep it confidential.

Below we discuss some of the key concepts of insider trading. For purposes of the discussion, we use the term "tipping" to include both communicating material, nonpublic information to others directly and indirectly through recommendations.

A. WHAT IS INSIDE INFORMATION?

For information to be considered "inside" information, and therefore subject to the insider trading laws, it need not originate from within a company or even relate to its internal operations.

For example, in the CARPENTER case, a court found a reporter from THE WALL STREET JOURNAL to be criminally liable for tipping others about newspaper column stories that were about to be published on various companies. The reporter disclosed to others the dates on which reports on various companies would appear in THE WALL STREET JOURNAL and whether those reports would be favorable or not, knowing that it was likely that they would trade on the basis of that information. The court found that the information belonged to the newspaper and therefore the reporter and those he told misappropriated the information(6).

Similarly, information about a third party's plans to launch a hostile tender offer for a company's shares or a Federal Reserve Board decision to alter interest rates may be

(6) CARPENTER V. U.S., 108 S.Ct. 316 (1987).

considered "inside" information. To come within the law, the information must be "material" and "non-public."

B. WHEN IS INFORMATION MATERIAL?

To be liable for trading on or tipping inside information, the information must be "material." Material information generally refers to as information that a reasonable investor would be reasonably likely to consider important in making an investment decision. Information that is likely to affect the price of a company's securities is material. Whether information is material depends on all the facts and circumstances. You could consider material information to include, among other things, information concerning dividend decisions, earnings estimates, changes in previously released earnings estimates, merger acquisition proposals or agreements, the sale of a division, developments concerning litigation, liquidity problems, bankruptcy filings, important inventions or discoveries, and extraordinary management developments, such as the firing of a Chief Executive Officer. Information can be material even if it does not relate to a company's business.

C. WHO IS UNDER A DUTY TO AVOID TRADING OR TIPPING?

The issue of who has a duty is complex. Generally speaking, you should assume that ANYONE who has material, non-public information has a duty not to trade on it or tip it to others for trading. Keep in mind that "tipping" includes not only directly communicating information, but also making recommendations to others based on it (even if the information is not directly disclosed). If you believe that you may be entitled to use material, non-public information that has come into your possession, either for yourself, a client, the firm, or some other person, you must seek guidance from the Legal Department before you take any action.

1. CORPORATE INSIDERS

Corporate insiders are always under a duty to refrain from trading in the shares of their company while in possession of inside information or tipping such information to others for their trading purposes. The concept of "insider" is broad. It includes officers, directors, and employees of the issuer of the security being traded. It also includes "temporary insiders." A person can become a "temporary insider" of a company if he or she enters into a special confidential relationship with the issuer and, as a result, is given access to information solely for the issuer's purposes. Temporary insiders can include, among others, attorneys, accountants, consultants, investment bankers, and bank lending officers as well as employees of a company's major vendors or material business partners. For example, BSAM could become a temporary insider of a company it invested in if the company was in bankruptcy and BSAM was awarded a seat on its creditor's committee.

2. TIPPEES

People who receive inside information from others should consider themselves "tippees." "Tippees" of corporate insiders have a duty to refrain from trading on or tipping inside information if they are aware or should have been aware that their insider sources violated

a fiduciary duty in communicating the information to them.(7) This means that if you receive inside information from a person at a company, you cannot trade securities of that company or tip the inside information to a third party.

In the "tippee" situation, the law deems an insider to have violated a fiduciary duty only if the insider personally benefits, directly or indirectly, from the disclosure. However, the concept of a personal benefit is broad. The tippee could be liable if the prosecution shows that the insider has received or will receive some direct compensation, or if the relationship between the insider and tippee that suggests a QUID PRO QUO or a pure gift to the tippee with no expectation of receiving anything in return.

Recently, in the WARDE case, the Second Circuit Court of Appeals upheld tippee liability based upon the gift theory.(8) In this case, A, the defendant, was a good friend of B, and Director of Company X. B told A that Company X was discussing various options concerning its future. A large conglomerate ultimately acquired Company X. Both A and B profited from warrants they purchased when Company X was in negotiations to be acquired. The court found that A was liable for insider trading based on the theory that he was a "tippee" of B. A appealed, claiming, among other things, that B, the "tipper", had not received any "benefit" in giving A the information. The court disagreed, holding that a tip to a friend resembles trading by the insider followed by a gift of the profits to the recipient. Therefore, the tipper indirectly benefited.

There is no distinction between receiving inside information in a personal relationship as opposed to a professional relationship. The SEC takes the position that if you receive inside information in a confidential personal relationship, when the person confiding the information has a reasonable expectation that you will keep the information private, then if you tip that information or trade securities that is the subject of the inside information, then you have violated insider trading laws.(9) The SEC has proposed new Rule 10b5-2, which would codify this position.

3. OTHER OUTSIDERS

There are two other ways that non-insiders can acquire a duty to avoid trading or tipping non-public information.

The first is under the so-called "misappropriation" theory. Under this theory, a person commits fraud in violation of federal securities laws (Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5) by "misappropriating" material nonpublic information for securities trading purposes, in breach of a duty of loyalty and confidence. Under the misappropriation theory, prosecutors can reach a wide variety of individuals who have no connection with the issuer of the securities being traded.

(8) SEC V. WARDE, 151 F.3d 42 (2nd Cir. 1998)

(9) SEC V. MCDERMOTT, No. 99 Civ. 12256 (S.D.N.Y. filed December 21, 1999).

For example, in the O'HAGAN case, a partner of a law firm who represented a company that was planning a takeover was convicted for purchasing options on the shares of the target.(10) Similarly, in the CARPENTER case, which we discuss above, the Supreme Court upheld a conviction of a newspaper columnist under the misappropriation theory. The court held that the columnist defrauded THE WALL STREET JOURNAL when he used the mails and the telephone to communicate information about upcoming stories about public companies to trade in the stock of those companies. The court considered the information to be the property of the newspaper.

The second basis for outsider liability involves trading on inside information in connection with a tender offer.(11) That is, even if you are not an insider or a tippee and do not possess "misappropriated" information, you may be prohibited from trading while in possession of the information (or tipping the information) if the information relates to a tender offer. The rule generally makes it unlawful for anyone who learns about a tender offer before its announcement to trade or tip others about the tender offer.

4. POSSESSION V. USE

Unless you have been provided with guidance from the Compliance Department to the contrary, you should assume that you may not trade while in possession of material, non-public information even if you believe that the information has not influenced your decision (in other words, even if you would have traded without having the information). The SEC has long argued that it is illegal for someone to trade while in possession of such information even if the trade is not made "on the basis of" the information (i.e., the information was not "used" for trading). Thus, for example, under the SEC's theory, if you have obtained inside information about a company after you already made a decision to buy its shares, you cannot trade. In fact, you must immediately cancel any unexecuted purchase order that was placed before you acquired the information.

In several recent cases, the courts have rejected the SEC's theory that it is not necessary to prove that information was "used" in order to prove insider trading but only that the defendant was in possession of the information. In the ADLER case, for example, the court required the SEC to show that the individual based his decision to trade on the information in question.(12) Similarly, in the SMITH case, the court held that the government must prove that "use" of the information was a "significant factor" in the decision to buy or sell to establish insider trading in a criminal case.(13)

It would be very risky to rely on these cases, because courts are willing to find that a "strong inference" of actual use of the material non-public information arises when an insider trades while in possession of this information. Even if you had proof of a pre-existing

(11) Rule 14e-3 under the Exchange Act.

(12) SEC V. ADLER, 137 F.3d 1325 (11th Cir. 1998).

(13) U.S. V. SMITH, 155 F.3d 1051 (9th Cir. 1998).

plan to trade, the government could still attempt to show that material, non-public information was a "significant factor" as to the amount ultimately traded or the timing of the trade.

In an effort to remove ambiguity in this area, the SEC has adopted new Rule 10b5-1, which states the general principal that insider trading liability arises when a person trades while "aware" of material non-public information, with certain narrow exceptions.(14) For example, the exceptions cover situations when you entered into a binding contract to trade before coming into possession of inside information, or when you previously instructed another person execute a trade for your account, or if you had adopted, and had previously adhered to, a written plan specifying certain purchases or sales of particular securities. The rule also provides an affirmative defense for purchases or sales that result from a written plan for trading securities that is designed to track or correspond to a market index, market segment or group of securities.

III. PENALTIES AND REMEDIES

The penalties for unlawful trading while in possession of or communicating material, non-public information to others are severe, both for the individuals involved in such conduct, their employers, and "controlling persons" (i.e., persons who have the right to exercise control over the activities of others). A person can be subject to some or all of the penalties listed below even if he or she does not personally benefit from the violation. First time penalties include:

o Civil injunctions;

o Disgorgement of profits;

o Civil penalties for the persons' who committed the violation of up to $1 million or three times the amount of profit gained or loss avoided, whether or not the person actually benefited;

o Civil penalties for the employer or other "controlling persons" of up to the greater of $2,500,000 or three times the amount of the profit gained or loss avoided; and

o Criminal fines and jail sentences.

BSAM will not tolerate any illegal conduct by its Associated Persons. Moreover, if you violate these policies and procedures, you may be subject internal disciplinary action, up to and including, for example, censure, fine, suspension, restriction on activities, and immediate termination of your employment.

IV. IDENTIFYING INSIDE INFORMATION

Before you buy or sell securities of a company about which you have potential inside information, either in connection with your duties at BSAM or for your own account, you must resolve the following issues:

> IS THE INFORMATION MATERIAL? Is this information that an investor would consider important in making his/her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

> IS THE INFORMATION NON-PUBLIC? To whom has this information been provided? Has the company released this information to shareholders? Has the information been effectively communicated to the marketplace by filings with regulatory bodies, or publications of Dow Jones, Reuters, The Wall Street Journal or other financial media.

If, after consideration of these factors, you believe that the information is material and non-public, or if you have any questions as to whether the information is material and non-public, you must:

o report the matter immediately to the Chief Compliance Officer (or designee);

o refrain from purchasing or selling the securities in a personal securities transaction or on behalf of others, including BSAM managed accounts;

o refrain from communicating the information inside or outside BSAM, other than to the Chief Compliance Officer (or designee); and

o after the Chief Compliance Officer (or designee) has reviewed the issue, you will be instructed to continue the prohibitions against trading and communications, or will be allowed to trade on and/or communicate the information.

The above restrictions do not apply to insightful analyses of available data or filings, observations or insights of economic trends or sales that are available but have been overlooked or misinterpreted by analysts.

V. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

Associated Persons may not communicate inside information to anyone, including persons within BSAM, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing inside information should be sealed and access to computer files containing inside information should be restricted.

VI. RESOLVING ISSUES CONCERNING INSIDER TRADING

If, after consideration of the items set forth above, you have any doubt as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures or as to the propriety of any action, you must discuss the issue with the Chief Compliance Officer (or designee) before trading on or communicating the information to anyone.

VII. CONTROL PROCEDURES

The role of the Chief Compliance Officer (or designee) of BSAM is critical to the implementation and maintenance of BSAM's policies and procedures against "insider trading."

To prevent "insider trading", the Chief Compliance Officer (or designee) should:

o provide orientation to new Associated Persons regarding policies and procedures with respect to "insider trading";

o answer questions regarding these policies and procedures;

o resolve issues of whether information received by an Associated Person is material and non-public;

o review on a regular basis and update as necessary the Code of Ethics and related procedures;

o promptly review and either approve or disapprove, in writing, each request of an employee for clearance to trade in securities covered by the Code of Ethics; and

o when it has been determined that an Associated Person has material non-public information:

o implement measures to prevent dissemination of such information; and

o restrict Associated Persons from trading the securities.

VIII. SPECIAL REPORTS TO MANAGEMENT

Promptly upon learning of an actual or potential violation of this Policy Statement, the Chief Compliance Officer (or designee) shall prepare and maintain in BSAM's records a written report providing full details of the situation and any remedial action taken.

EXHIBIT B
BEAR STEARNS ASSET MANAGEMENT INC.
INITIAL ASSET CERTIFICATION OF ACCESS PERSONS
AS OF __________

INSTRUCTIONS

1. List each Covered Security in each Employee Account (that is, each account in which you may be deemed to have Beneficial Ownership) that you held at the end of the date indicated above. YOU ARE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ACCOUNTS OF YOUR IMMEDIATE FAMILY MEMBERS. YOU MAY EXCLUDE ANY OF SUCH ACCOUNTS FROM THIS REPORT, HOWEVER, IF YOU HAVE NO DIRECT OR INDIRECT INFLUENCE OR CONTROL OVER THOSE ACCOUNTS.

2. You submit this form within 10 days after you become an Access Person (or January 30, ____, whichever is earlier). The information provided below must be current, within 45 days of your becoming an Access Person.

3. YOU MUST COMPLETE AND SIGN THIS CERTIFICATION WHETHER OR NOT YOU OR YOUR BROKER SENDS STATEMENTS DIRECTLY TO A COMPLIANCE OFFICER.

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                        Name of Broker,     No. of Shares or     Registration on
Name of Security(1)     Dealer or Bank      Principal Amount         Account          Nature of Interest
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CERTIFICATIONS: I hereby certify that:

1. The securities listed above, or listed in the brokerage statements that I have provided, reflect all the Covered Securities in which I may be deemed to have Beneficial Ownership as of the date listed above.

2. I have identified all other Employee Accounts (that may hold Covered Securities) of which I have Beneficial Ownership.

3. I have read the Code of Ethics, the Policy Statement on Insider Trading and Code of Ethics Procedures, collectively the "Codes" and understand their requirements. I further certify that I am subject to the Codes, will comply with their requirements in every respect and will not engage in conduct prohibited by the Codes.

4. This report excludes holdings with respect to which I had no direct or indirect influence or control.

Date: __________________                    Signature: ____________________

                                            Name: _________________________

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(1) Including interest rate and maturity, if applicable.

EXHIBIT C
BEAR STEARNS ASSET MANAGEMENT INC.
SECURITY TRANSACTION REPORT OF ACCESS PERSONS
For The Calendar Quarter Ended __________

INSTRUCTIONS

1. List transactions in Covered Securities held in any Employee Account
(that is, each account in which you may be deemed to have Beneficial Ownership) as of the date indicated above. YOU ARE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ACCOUNTS OF YOUR IMMEDIATE FAMILY MEMBERS. YOU MAY EXCLUDE ANY OF SUCH ACCOUNTS FROM THIS REPORT, HOWEVER, IF YOU HAVE NO DIRECT OR INDIRECT INFLUENCE OR CONTROL OVER THOSE ACCOUNTS.

2. Write "none" if you had no transactions in Covered Securities during the quarter.

3. You must submit this form within 30 days after the end of the calendar quarter.

4. If you submit copies of your monthly brokerage statements to a Compliance Officer, and those monthly brokerage statements disclose the required information with respect to all Covered Securities in which you may deemed to have Beneficial Ownership, you need not file this form unless you established a new account during the quarter.

5. For each Employee Account that you established during the previous quarter that is permitted to hold Covered Securities for your direct or indirect benefit, state the name of the broker, dealer or bank with whom you established the account, the account number and the date you established the account.

================================================================================================================
                                                          No. of
                                                         Shares or                 Broker, Dealer or Other Party
                            Date of       Purchase/      Principal                    Through Whom Transaction
   Name of Security(2)    Transaction       Sale          Amount        Price                 Was Made
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================================================================================================================

During the previous quarter, I established the following accounts with a broker, dealer or bank:

----------------------------------------------------------------------------------------------------------------
     Broker, Dealer or Bank                       Account Number                        Date Established
----------------------------------------------------------------------------------------------------------------

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CERTIFICATIONS: I hereby certify that:

1. The information provided above is correct.

2. This report excludes transactions with respect to which I had no direct or indirect influence or control.

Date: ___________________                   Signature: __________________
                                            Name: _______________________

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(2) Including interest rate and maturity, if applicable.

EXHIBIT D
BEAR STEARNS ASSET MANAGEMENT INC.
ANNUAL ASSET CERTIFICATION OF ACCESS PERSONS
For the Year Ended __________

INSTRUCTIONS

1. List each Covered Security held in any Employee Account (that is, each account in which you may be deemed to have Beneficial Ownership) as of the date indicated above. YOU ARE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ACCOUNTS OF YOUR IMMEDIATE FAMILY MEMBERS. YOU MAY EXCLUDE ANY OF SUCH ACCOUNTS FROM THIS REPORT, HOWEVER, IF YOU HAVE NO DIRECT OR INDIRECT INFLUENCE OR CONTROL OVER THOSE ACCOUNTS.

2. Write "none" if you did not hold any Covered Securities at year end.

3. You must submit this form no later than January 30, _____.

4. YOU MUST COMPLETE AND SIGN THIS FORM FOR ANNUAL CERTIFICATION WHETHER OR NOT YOU OR YOUR BROKER SENDS STATEMENTS DIRECTLY TO A COMPLIANCE OFFICER.

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                              No. of Shares       Registration on
                               or Principal         Security or        Nature of       Broker, Dealer or
Name of Security(3)               Amount              Account          Interest              Bank
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CERTIFICATIONS: I hereby certify that:

1. The securities listed above, or listed in the brokerage statements that I have provided, reflect all the Covered Securities in which I may be deemed to have Beneficial Ownership at the end of the period.

2. I have read the Code of Ethics, the Policy Statement on Insider Trading and the Code of Ethics Procedures and certify that I am in compliance with them.

3. This report excludes holdings with respect to which I had no direct or indirect influence or control.

Date: ____________________                Signature: _____________________

                                          Name:___________________________

----------

(3) Including interest rate and maturity, if applicable.

BEAR STEARNS ASSET MANAGEMENT INC.
CODE OF ETHICS PROCEDURES

I. INTRODUCTION

Bear Stearns Asset Management Inc. hereby adopts the following Procedures to apply to all Access Persons covered by the Code of Ethics:

II. PROCEDURES

A. PROHIBITED ACTIVITIES

1. DISCLOSURE OF ACTIVITIES OF MANAGED ACCOUNTS. Investment Personnel may not reveal to any other person (except in the normal course of his or her duties on behalf of BSAM) any information regarding securities transactions by a Managed Account or consideration by a Managed Account or BSAM of any such securities transaction.

2. REPRESENTATIONS CONCERNING SECURITIES. No Access Person may make any misrepresentation or omit to state any material fact known to him or her in connection with the purchase or sale of any securities by any Employee Account or Managed Account.

3. TRANSACTIONS IN SECURITIES ON THE RESTRICTED LIST. From time to time, Access Persons may obtain material, non-public information or establish special or "insider" relationships with one or more issuers of securities (i.e., the employee may become an officer or director of an issuer, a member of a creditor committee that engages in material negotiations with an issuer, etc.). In such cases, Access Persons should keep in mind that they are subject to the requirements and restrictions set forth in Exhibit A, the Policy Statement on Insider Trading.

4. DEPRIVING MANAGED ACCOUNTS OF INVESTMENT OPPORTUNITIES. The failure of a Portfolio Manager to recommend an investment opportunity to, or to purchase an investment opportunity for, a Managed Account in order to obtain a personal benefit will be considered a course of conduct that deprives the Managed Account of an investment opportunity. An example of this type of prohibited conduct is to effect a personal transaction in a security and to intentionally fail to recommend, or to fail to effect, a suitable Managed Account transaction in such security in order to avoid the appearance of a conflict of interest or violate a provision of this Code of Ethics.

5. "SCALPING" OR "FRONT-RUNNING." Access Persons may not acquire or dispose of Beneficial Ownership of a security if such acquisition or disposition is based upon the employee's knowledge of actions being taken or being considered by BSAM on behalf of any Managed Account. Examples of this type of prohibited conduct include:

a) for personal gain, an Access Person uses knowledge of a future purchase of a security by a Managed Account and buys the security or acquires direct or indirect Beneficial Ownership of the security before the Managed Account buys the security; or

b) for personal gain, an Access Person uses knowledge of a future sale (long or short) of a security by a Managed Account and sells the security for any account with respect to which the Access Person is the direct or indirect Beneficial Owner before the Managed Account sells the security.

6. "MARKET TIMING." Access Persons are prohibited from attempting to gain advantageous net asset values for Fund Shares by purchasing or redeeming such Fund Shares at times when they believe subsequent valuations will be made to their own advantage; e.g., the purchase of Fund Shares of a fund comprised of securities traded on markets which close earlier than the net asset value calculation time for the Fund Shares, when a significant event effecting the value of the securities has occurred subsequent to close of their markets but prior to the calculation of the net asset value of the Fund Shares.

7. MINIMUM HOLDING PERIOD. Access Persons are prohibited from effecting a purchase and voluntary sale, or sale and voluntary purchase, of the same (or equivalent) securities, including options that will expire, WITHIN 60 CALENDAR DAYS of a trade in any Employee Account ("short-term trades").

a) HOLDING PERIOD EXCEPTIONS. The minimum holding period does not apply to Fund Shares which are valued at a constant net asset value (e.g., money marker fund shares), non-Covered Securities, Exempt Transactions and transactions, including futures contracts, in exchange-traded funds that track a broad-based securities index. In addition, the minimum holding period shall not apply to municipal securities, except with respect to Investment Personnel who, in connection with his or her regular functions or duties, makes or participates in making recommendations (or obtains information about such recommendations) regarding the purchase or sale of municipal securities by a Managed Account.

b) A holding period exception will also be granted for:

(1) a limit order placed at the time of purchase;

(2) options purchased or sold in an underlying stock for the purpose of protecting a position in an Employee Account; and

(3) hardship exceptions upon application on a case-by case basis.

c) RETROACTIVE CANCELLATION. BSAM may cancel retroactively any transaction that does not satisfy the minimum holding period, and any

profits realized may be subject to disgorgement and any losses realized are for the relevant Employee Account.

8. BLACKOUT PERIODS.

a) SAME DAY RESTRICTION. Access Persons may not execute a transaction in any security on any day during which:

(1) a Managed Account has a pending "buy" or "sell" order in the same (or related) security, until that order is fully executed or withdrawn; and

(2) the same (or related) security is being considered for purchase or sale by a Managed Account, provided that the Access Person is aware of such consideration.

b) SEVEN DAY RESTRICTION. Unless otherwise restricted by paragraph c. below, no Investment Person may purchase or sell any security or related security for an Employee Account for a period commencing seven days prior and ending seven days after the purchase or sale (or entry of an order for the purchase or sale) of that security or any related security for a Managed Account.

For purposes of calculating the Seven Day Restriction, the trade date is not included.

c) FOURTEEN DAY RESTRICTION. No Investment 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 issued by small cap issuers by a Managed Account may purchase or sell any security or related security issued by a small cap issuer for an Employee Account for a period commencing 14 days prior to and ending 14 days after the purchase or sale (or entry of an order for the purchase or sale of that security or any related security for a Managed Account.

Note: For purposes of calculating the Fourteen Day Restriction, the trade date is not included.

d) BLACKOUT PERIOD EXCEPTIONS.

The blackout periods described in this Paragraph A.8. (the "blackout periods") shall not apply to Fund Shares, non-Covered Securities, Exempt Transactions, DE MINIMUS Transactions(4) and transactions, including

futures contracts, in exchange-traded funds that track a broad-based securities index. In addition, the blackout periods shall not apply to (i) municipal securities, except with respect to Investment Personnel who, in connection with his or her regular functions or duties, makes or participates in making recommendations (or obtains information about such recommendations) regarding the purchase or sale of municipal securities by a Managed Account, and (ii) model-driven managed account transactions, with respect to Investment Personnel, who in connection with his or her regular functions or duties, does not participate in making recommendations (or does not obtain information about such recommendations) for model-driven Managed Accounts.

e) RETROACTIVE CANCELLATION. BSAM may cancel retroactively all non-Exempt Transactions in Employee Accounts in a security that was traded in violation of the Same Day Restriction or the Seven Day Restriction, and any profits realized may be subject to disgorgement and any losses realized are for the relevant Employee Account.

f) REPORTING. Any Access Person who discovers that a securities transaction in his or her Employee Account violates the Same Day or Seven Day Blackout Period restrictions shall promptly submit to a Compliance Officer a report describing the transaction. The report must contain the date and nature of the transaction, the identity and amount of the securities involved, the price at which the transaction was effected and the names of any other financial institutions involved in the transaction.

9. SERVICE AS A DIRECTOR. Access Persons shall not serve on the board of directors of any for-profit company without the prior approval of the Access Person's direct supervisor or the Chief Compliance Officer. Such approval will be documented in Employee Central. Investment Personnel serving as directors shall be isolated from those making investment decisions with respect to the securities of the issuer through "Chinese Wall" or other procedures specified by the Chief Compliance Officer absent a determination by the Chief Compliance Officer to the contrary for good cause shown.

B. PROCEDURES FOR EMPLOYEE ACCOUNTS.

1. EMPLOYEE ACCOUNTS MAINTAINED AT BSC. Access Persons must maintain all Employee Accounts relating to Covered Securities at BSC, unless given permission, upon a written request and a showing of extraordinary circumstances, by the procedures followed by Employee Central; such procedures include endorsement by the employee's supervising Senior Managing Director and notification of either by a Legal Officer in consultation with a Compliance Officer or of a Compliance Officer. Accounts maintained outside of

BSC are subject to all preclearance and reporting requirements of the Code.

2. PRECLEARANCE.

a) GENERAL. Prior to effecting a purchase or sale for an Employee Account, each Access Person must obtain written approval of the trade by a member of BSAM's Legal or Compliance Department.

b) TIMING OF APPROVED TRADE. Written approval of personal securities transactions will be valid for 24 hours.

c) TRADING BY COMPLIANCE OFFICER. All trading for Employee Accounts of the Chief Compliance Officer must be approved by another member of BSAM's Legal or Compliance Department.

d) GIFTS AND GRATUITIES. Access Persons may not give or receive any gift or gratuity valued in excess of $100 per person, per year (i.e. from same giver, or to same recipient). Access Persons in receipt of gifts less than $100 value, are required to disclose such gift or gratuity to the Compliance Department of Bear, Stearns & Co. ("BSC"). Such disclosure must include, (i) name of gift-giver or receiver; (ii) employee's department; (iii) date gift received or given; and
(iv) value of gift, or estimated value if received.

Gifts to Clients or any Public/State/Federal Official or Employee have to be precleared by the Compliance Department of BSC in conjunction with BSAM Legal/Compliance to determine legality of the gift(s) in accordance with applicable rules and restrictions.

e) PRECLEARANCE REQUIREMENT EXCEPTIONS.

The preclearance requirement described in this Paragraph B.2. (the "preclearance requirement") shall not apply to Fund Shares, which are valued at a constant net asset value, except with respect to shares issued by registered investment companies for which BSAM or an affiliated company acts as investment adviser, sub-adviser or distributor, non-Covered Securities, Exempt Transactions, transactions, including futures contracts, in exchange-traded funds that track a broad-based securities index, and municipal securities, except with respect to Investment Personnel who, in connection with his or her regular functions or duties, makes or participates in making recommendations (or obtains information about such recommendations) regarding the purchase or sale of municipal securities by a Managed Account. In addition, the preclearance requirement will not apply to requests to sell Bear Stearns stock in connection with compensation payout, provided that such request is made to BSC by completing the required form to participate in the BSC's sale of the stock at some date in the near future and a copy of such request is forwarded to BSAM Compliance.

C. EXEMPTION FOR CERTAIN EMPLOYEE ACCOUNTS

The following provisions shall not apply to Employee Accounts in which an Access Person may be deemed to have a direct or indirect Beneficial Interest when the Access Person does not directly or indirectly control the investment of that Employee Account, including Employee Accounts when the Access Person has entered into an agreement in which a third party, such as an investment adviser, has been given full discretion to effect transactions for the Employee Account and a copy of such agreement is provided to BSAM Compliance:

1. Minimum holding periods (paragraph A.7.)

2. Blackout periods (paragraph A.8.)

3. Employee Accounts maintained at BSC (paragraph B.1.)

4. Preclearance (paragraph B.2.)

ACCESS PERSONS SHOULD BE AWARE THAT TRADING OF SECURITIES IN EMPLOYEE ACCOUNTS NOT SUBJECT TO BLACKOUT PERIODS MAY CREATE THE APPEARANCE OF IMPROPRIETY AND THE BURDEN SHALL BE ON THE ACCESS PERSON TO DEMONSTRATE THAT THE ACCESS PERSON (I) HAD NO DIRECT OR INDIRECT CONTROL OVER SUCH EMPLOYEE ACCOUNT, AND (II) DID NOT IMPROPERLY BENEFIT FROM INFORMATION RECEIVED IN CONNECTION WITH THE INVESTMENT OF SUCH EMPLOYEE ACCOUNT.

D. LIMITED ACCESS PERSONS.

1. DESIGNATION OF LIMITED ACCESS PERSONS. From time to time, the Ethics Committee may designate one or more persons who would otherwise be considered Access Persons as Limited Access Persons on Schedule I of the Code of Ethics Procedures.

2. CONSIDERATIONS USED TO DETERMINE STATUS AS LIMITED ACCESS PERSON. In determining whether to designate any officer, director or employee as a Limited Access Person, the Ethics Committee may consider:

> the nature and extent of the person's involvement with day-to-day investment decision making with respect to Managed Accounts;

> the nature of the person's interaction with Investment Personnel;

> the nature and frequency of the person's personal trading activity;

> the likelihood that the person would benefit improperly from his or her knowledge of BSAM's operations and investment decision-making process; and

> other factors deemed relevant.

3. STATUS AS A LIMITED ACCESS PERSON. Limited Access Persons shall be exempt from such of the following provisions of this Code as is determined to be appropriate by the Ethics Committee: (i) Minimum Holding Periods (A.7.); (ii)

Blackout Periods (A.8.) and (iii) Preclearance (B.2.). Personal trades of New York-based Limited Access Persons shall be reviewed on a T+1 or T+2 basis, as appropriate.

4. TERMINATION OF STATUS OF LIMITED ACCESS PERSON. The Ethics Committee, in its sole discretion, may remove any Limited Access Person from Schedule I for good cause, including, but not limited to, any violation of this Code.

E. SPECIAL PROCEDURES FOR MANAGED ACCOUNTS IN WHICH ACCESS PERSONS AND
INVESTMENT PERSONNEL HAVE A BENEFICIAL OWNERSHIP INTEREST.

1. GENERAL PRINCIPLE. The special procedures described herein are not intended to abrogate the general principle that the client's interest always comes first. If a procedure is not explicit in any respect, that general principle will control.

2. SPECIFIC PROCEDURES. Managed Accounts in which Access Persons have an interest will be permitted to effect transactions in the same or related securities and on the same day as other Managed Accounts, provided that there are no other policies or procedures that would preclude the transaction (e.g., the "Policy Statement on Insider Trading"). Paragraphs A and B of this Code of Ethics will not apply to transactions for Managed Accounts in which Access Persons have a Beneficial Ownership interest, provided that:

a) Investment Personnel in the aggregate do not have a Beneficial Ownership interest equal to 5% or more of the Managed Account; and

b) Access Persons in the aggregate do not have a Beneficial Ownership interest equal to 25% or more of the Managed Account.

For purposes of compliance with this Paragraph E, the term "Beneficial Ownership" includes the receipt of any performance fees and/or performance allocations.

Adopted:      August 3, 2000

Revised:      November 3, 2000        February 12, 2003        February 25, 2005
              February 5, 2001        March 26, 2003
              July 10, 2001           September 4, 2003
              October 1, 2001         November 17, 2003
              November 28, 2001       January 13, 2004
              February 28, 2002       May 11, 2004
              March 6, 2002           August 23, 2004
              September 5, 2002       October 1, 2004

SCHEDULE I

LIMITED ACCESS PERSONS

Midori Matsumoto
Hiroshi Miyamoto
Hiromichi Otsu

Employees of Bear Stearns International Ltd. who staff the Lynx New Media Ventures Fund

Dated as of February 25, 2005