Exhibit 99.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial Highlights" in the Prospectuses and "Independent Auditors" and "Financial Statements" in the Statement of Additional Information, both included in Post-Effective Amendment Number 103 to the Registration Statement (Form N-1A, No. 33-44964) of The Coventry Group and to the use of our report dated May 14, 2004 on the financial statements of The Shelby Funds, series of The Coventry Group, incorporated by reference therein.

                                   /s/ Ernst & Young LLP

                                   ERNST & YOUNG LLP

Columbus, Ohio
July 22, 2004

Exhibit 99.P(1)

THE COVENTRY GROUP
AMENDED AND RESTATED CODE OF ETHICS
(AS AMENDED ON MAY 18, 2000)

WHEREAS, The Coventry Group ("Group"), is a registered investment company under the Investment Company Act of 1940, as amended ("1940 Act"), which is authorized to issue its shares of beneficial interest in separate series representing the interests in separate funds of securities and other assets (each a "Fund"); and

WHEREAS, Rule 17j-1 under the 1940 Act ("Rule 17j-1" or "Rule") makes it unlawful for certain persons, including Trustees, officers, and other investment personnel of the Group and any Fund of the Group, to engage in fraudulent, manipulative, or deceptive conduct in connection with their personal trading of securities "held or to be acquired" by any Fund of the Group; and

WHEREAS, Rule 17j-1 under the 1940 Act requires the Group and each investment adviser ("Adviser") for each Fund and any principal underwriter ("Distributor") for a Fund, an officer or director of which serves as an officer or trustee of the Group or of any Adviser, to adopt a code of ethics and to establish procedures reasonably designed to: (i) govern the personal securities activities of Access Persons, as defined herein; (ii) prevent the employment of any device, scheme, artifice, practice, or course of business that operates or would operate as a fraud or deceit on the Group or any Fund with respect to those personal securities transactions; and (iii) otherwise prevent personal trading prohibited by the Rule; and

WHEREAS, the policies, restrictions, and restrictions included in this Code of Ethics are designed to prevent violations of Rule 17j-1 under the 1940 Act; and

WHEREAS, the Group desires to amend its existing Code of Ethics to reflect recent amendments to Rule 17j-1;

NOW, THEREFORE, the Group hereby adopts this Amended and Restated Code of Ethics ("Code") for the Group and each Fund of the Group to read in its entirety as follows:

A. UNLAWFUL ACTIONS

Rule 17j-1(b) under the 1940 Act makes it unlawful for any Trustee, officer or other Access Person of the Group, in connection with the purchase or sale by such person of a "security held or to be acquired" by any investment portfolio of the Group:

1. To employ any device, scheme, or artifice to defraud the Group or a Fund;

2. To make to the Group or a Fund any untrue statement of a material fact or omit to state to the Group or a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Group or a Fund; or

4. To engage in any manipulative practice with respect to the Group or a Fund.

B. DEFINITIONS

1. "Access Person" shall mean: (a) any trustee, director, officer, general partner, or "Advisory Person" (as defined below) of the Group or any Fund or an Adviser thereof; or (b) any director, officer, or general partner of the distributor for the Group or any Fund (i.e., BISYS Fund Services ("Distributor")) who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of "Covered Securities" (as defined below), by any Fund for which the Distributor so acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to any Fund regarding the purchase and sale of Covered Securities. Notwithstanding the provisions of clause (a) above, where an Adviser is primarily engaged in a business or businesses other than advising registered investment companies or other advisory clients, the term "Access Person" shall mean any trustee, director, officer, general partner, or Advisory Person of an Adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation shall be made, or whose principal function or duties relate to the determination of which recommendation shall be made to any Fund, or who, in connection with his or her duties, obtains any information concerning Covered Securities recommendations being made by such Adviser to any Fund of the Group.

2. An "Advisory Person" shall mean: (a) any employee of the Group or any Fund or of an Adviser thereof (or of any company in a control relationship to Group, Fund or any Adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by any Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and (b) any natural person in a control relationship with the Group or any Fund or an Adviser thereof who obtains information concerning recommendations made to any Fund regarding the purchase or sale of Covered Securities by the Fund.

3. "Beneficial Ownership" for the purposes of this Code shall be interpreted in a manner that is consistent with Section 16 of the Securities Exchange Act of 1934, as amended ("1934 Act"), and Rule 16a-1(a)(2) thereunder, which generally speaking, encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect "pecuniary interest" (i.e., some economic benefit) from the ownership of a security. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.

4. "Code" shall mean the Code of Ethics of the Group.

5. "Control" shall have the meaning as that set forth in Section 2(a)(9) of the 1940 Act.

6. "Covered Security" means a "security" as set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include:
(a) direct obligations of the U.S. Government; (b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares of registered open-end investment companies.

7. "Disinterested Trustee" of the Group means a Trustee who is not an "interested person" of the Group within the meaning of
Section 2(a)(19) of the 1940 Act. An "interested person" of the Group includes any person who is a trustee, director, officer, employee, or owner of 5% or more of the outstanding stock of an Adviser of or the Distributor. Affiliates of brokers or dealers are also "interested persons" of the Group, except as provided in Rule 2a19-1 under the 1940 Act.

8. "Initial Public Offering" means an offering of securities registered under the Secutiries Act of 1933, as amended ("1933 Act"), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

9. "Investment Personnel" of a Fund or an Adviser means: (a) any employee of the Group or any Fund or Adviser (or any company in a control relationship to the Group, Fund or any Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by any Fund; or
(b) any natural person who controls the Group, Fund or any Adviser and who obtains information concerning recommendations made to any Fund regarding the purchase or sale of securities by any Fund.

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

11. "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a future or index on a security or option thereon.

12. "Review Officer" means, with respect to the Group, the Secretary of the Group or such other person(s) as may be designated by the Board of Trustees of the Group. In this regard, each Adviser of and the Distributor for each Fund shall appoint a compliance officer for each such Adviser or the Distributor, which person shall be designated by the Board of Trustees of the Group as the "Review Officer" with respect to such Adviser or the Distributor. One of the primary reasons for this delegation by the Board of responsibility to the designated Review Officer for each Adviser or the Distributor is so that each such Review Officer will assume the responsibility to monitor its relevant Adviser's or Distributor's compliance with the Code in connection with all Access Persons associated with such Adviser or Distributor. In this regard, the Review Officer for each Adviser and the Distributor shall approve all transactions, receive reports and otherwise monitor compliance with the Code in connection with all Access Persons associated with such Adviser

and the Distributor. Access Persons who provide copies of all confirmations, account statements and reports to such Review Officer in accordance with the Adviser's or the Distributor's code of ethics will not be required to provide copies of such confirmations, account statements and reports to the Group's Review Officer pursuant to this paragraph. In turn, each Review Officer of any Adviser and the Distributor shall report at least quarterly to the Secretary of the Group all violations of this Code that occurred during the past quarter. The Review Officer with respect for the Group shall: (a) approve transactions, receive reports and otherwise monitor compliance with the Code in connection with all Access Persons not otherwise associated with an Adviser of or the Distributor to any Fund; (b) receive reports from all other Review Officers designated hereunder; (c) report at least quarterly to the Board of Trustees of the Group all violations of this Code that occurred during the past quarter; and (d) provide the Board with an annual written report with respect to the information specified in Section D.5. below.

13. A Covered Security is for purposes of this Code being "held or to be acquired" by any Fund if within the most recent 15 days the Covered Security: (a) is or has been held by a Fund; (b) is being held or has been considered by a Fund or its Adviser for purchase by the Fund; or (c) any option to purchase or sell, any Covered Security convertible into or exchangeable for, a Covered Security described in (a) or (b) of this paragraph.

14. A Covered Security is "being considered for purchase or sale" when, among other things, a recommendation to purchase or sell a security for a Fund has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

15. All references herein to an "Adviser" of a Fund shall be deemed to include any "co-adviser" or "sub-adviser" of such Fund as the case may be.

C. GROUP POLICY

1. No Violations of Rule 17j-1: It is the policy of the Group that no "Access Person" of the Group or of a Fund shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1(b) or Section A. of this Code.

2. Disclosure of Interested Transactions: No Access Person shall recommend any transactions with respect to a Covered Security by any Fund of the Group without first disclosing his or her interest, if any, in such Covered Securities or the issuer thereof, including without limitation:

(a.) any direct or indirect Beneficial Ownership of any Covered Securities of such issuer;

(b.) any contemplated transaction by such person in such Covered Securities;

(c.) any position with the issuer of the Covered Securities or its affiliates; and

(d.) any present or proposed business relationship between the issuer of the Covered Securities or its affiliates and such person or any party in which such person has a significant interest.

3. Initial Public Offerings ("IPOs"): No Investment Personnel shall acquire, directly or indirectly, any Beneficial Ownership in any IPO with respect to any Covered Security without first obtaining prior approval of the appropriate Review Officer for that Investment Personnel, which Review Officer: (a) has been provided by such Investment Personnel with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Investment Personnel's activities on behalf of such Fund ) and (b) has concluded after consultation with other Investment Personnel of such Fund (who have no personal interest in the issuer involved in the private placement) that such Fund has no foreseeable interest in purchasing such Covered Security.

4. Limited Offerings: No Investment Personnel shall acquire, directly or indirectly, Beneficial Ownership of any Covered Security in a Limited Offering without first obtaining the prior approval of the Review Officer of the relevant Adviser, which Review Officer: (a) has been provided by such Investment Personnel with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Investment Personnel's activities on behalf of such Fund ) and (b) has concluded after consultation with other Investment Personnel of such Fund (who have no personal interest in the issuer involved in the private placement) that such Fund has no foreseeable interest in purchasing such Covered Security.

5. Exempt Transactions: The prohibited activities set forth in this Section C. shall not apply to:

(a.) purchases or sales effected in any account over which such person has no direct or indirect influence or control;

(b.) purchases or sales that are nonvolitional on the part of the person or any Fund of the Group;

(c.) purchases that are part of an automatic dividend reinvestment plan;

(d.) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

D. PROCEDURES

1. Persons Required to Make Reports. In order to provide the Group with information to enable it to determine, with reasonable assurance, whether the provisions of Rule 17j-1(b) and this Code are being observed by its Access Persons:

(a.) Each Access Person shall submit reports to the relevant Review Officer for that Access Person, in the form attached hereto as Exhibits A-D, in order to provide information with respect to all transactions in Covered Securities in which the Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, except for exempt transactions listed under Section C.5.

(b.) No Disinterested Trustee need make a report with respect to his initial holdings, as required by
Section D.3 below, solely by reason of being a Trustee of the Group.

(c.) No Disinterested Trustee need make quarterly transaction reports with respect to any Covered Security, as required by Section D.2 below, unless the Disinterested Trustee knew at the time of the transaction. or in the ordinary course of fulfilling his official duties as a Trustee, should have known, that during the 15-day period immediately preceding or following the date of the transaction (or such period prescribed by applicable law) such Covered Security was purchased or sold, or was being considered for purchase or sale, by any Fund.

(d.) No Access Person to an Adviser need make a quarterly transaction report to the Adviser under this Code if all the information in the report would duplicate information required to be recorded under Rule 204-2(a)(12) or Rule 204-2(a)(13) under the Investment Advisers Act of 1940.

(e.) No Access Person need make a quarterly transaction report under this Code if the quarterly transaction report would duplicate information contained in broker trade confirmations or account statements received by the Group, any Fund, Adviser or Distributor with respect to the Access Person in the time period required by this Code, if all of the information required by this Code is contained in the broker trade confirmations or account statements, or in the records of the Group, any Fund, Adviser or Distributor.

(f.) Any Access Person who is an officer, director or employee or otherwise an affiliated person of any Adviser or Distributor shall submit all reports required by this Code with the Review Officer for that Access Person.

2.       Quarterly Transaction Reports:

         (a.)     Quarterly securities transaction reports shall be
                  made by every Access Person, other than those
                  excepted in Section D.1 above, no later than 10 days
                  after the end of the calendar quarter in which the
                  securities transaction being reported was effected,
                  and shall contain the following information:

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

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

                  (iii.)   the price of the Covered Security at which
                           the transaction was effected;

                  (iv.)    the name of the broker, dealer, or bank with
                           or through whom the transaction was
                           effected; and

                  (v.)     the date that the report is submitted by the
                           Access Person.

(b.) Form of Report. Such quarterly transaction report shall be in the form attached hereto as Exhibit A, or if the Access Person is an Access Person of an Adviser of or the Distributor for any Fund, in such form required by such Adviser or Distributor, provided it contains the information required herein. (In lieu of providing such quarterly transaction reports, an Access Person may arrange for duplicate confirmations and account statements to be provided directly to the Review Officer for such Access Person no later than 10 days after the end of each calendar quarter.)

(c.) Information for Each Account. With respect to any account established by the Access Person in which securities were held during the quarter for the direct or indirect benefit of the Access Person, the following information is required to be provided: (a) the name of the broker, dealer or bank with whom the Access Person established the account; (b) the date the account was established; and (c) the date the report is submitted by the Access Person.

3. Initial Holdings Report. Unless otherwise excepted in Section D.1 above, every Access Person must report to the relevant Review Officer for that Access Person no later than 10 days after that person becomes an Access Person, 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 Covered 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.

4. Annual Reports. Unless otherwise excepted under Section D.1 above, every Access Person must annually report to the Group, no later than 30 days after the end of each calendar year, the following information (which information must be current as of a date no more than 30 days before the report is submitted):

(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;

(b.) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any Covered Securities are held for the direct or indirect benefit of the Access Person; and

(c.) the date that the report is submitted by the Access Person.

5. Certification of Compliance. Each Access Person is required to annually certify to the Review Officer of the Group that the Access Person has read and understands this Code and recognizes that he or she is subject to this Code. Further, each Access Person is required to annually certify that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code. Such certification shall be in the form attached hereto as Exhibit E, which shall be delivered annually to the Group's Review Officer. This requirement applies to all Trustees, including the Disinterested Trustees.

6. Disclaimer of Beneficial Ownership. Any report by an Access Person may contain a statement that it shall not be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates.

7. Review by the Board of Trustees. At least quarterly, the Review Officer shall prepare and provide a written report to the Board of Trustees with respect to all issues that, under the Code, have occurred since the last quarterly report to the Board, including, but not limited to, information about material violations of the Code or the procedures and sanctions imposed in response to those material violations. In addition, at least annually, the Review Officer shall certify to the Board that the Group, each of the Advisers and the Distributor have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. With respect to each of the Advisers and the Distributor, the certification by the

Group's Review Officer may be based on certifications provided to the Group's Review Officer by the Review Officer of each of the Advisers and the Distributor.

Upon discovery of a violation of this Code, the Board of Trustees may impose such sanctions, as it deems appropriate.

At least annually, the Review Officer shall prepare and provide a written report to the Board of Trustees:

(a.) All existing procedures concerning Access Persons' personal investing activities and any procedural changes made during the past year;

(b.) Any recommended changes to this Code or procedures; and

(c.) A summary of any violations that occurred during the past year requiring significant remedial action.

8. Approval of Codes of each of the Advisers and the Distributor. The Board of Trustees, including a majority of the Disinterested Trustees, must approve the codes of ethics of each Adviser and the Distributor for any Fund and must approve any material changes to the each of those codes. Prior to approving a code of ethics for each Adviser and the Distributor, or any material change thereto, the Board must receive a certification from the Adviser and the Distributor that it has adopted procedures reasonably necessary to prevent Access Persons from violating its code of ethics. The Board must approve the code of ethics of each Adviser and the Distributor before initially retaining the services of such party. The Board must approve a material change to a code of ethics no later than six (6) months after adoption of the material change.

9. Notices by Review Officer. The Review Officer shall notify each Access Person and Investment Personnel who may be required to preclear transactions and/or make reports pursuant to the Code that such person is subject to the Code and shall deliver a copy of this Code to each such person. Any amendments to the Code shall be similarly furnished to each such person.

E. SANCTIONS

1. Sanctions for Violations by Trustees, Executive Officers, and Other Access Persons (Other than Disinterested Trustees)

If the Review Officer determines that a violation or apparent violation of this Code has occurred, he or she shall so advise the Board of Trustees of the Group, and if a violation is determined, such persons may be subject to sanctions, including, inter alia, a letter of censure or suspension or termination of the employment of the violator. Any financial profits realized by an Access Person or Investment Personnel through the prohibited personal trading activities described in this Code may be required to be disgorged. All material violations of the Code

and any sanctions imposed as a result thereto shall be reported periodically to the Board of Trustees.

2. Sanctions for Violations by Disinterested Trustees

If the Review Officer determines that any Disinterested Trustee, has violated or apparently violated this Code, he or she shall so advise the President of the Group, and also the Disinterested Trustees (other than the person whose transaction is at issue) and shall provide such persons with the report, the record of pertinent actual or contemplated portfolio transactions of any affected Fund of the Group, and any additional information supplied by such person. If a violation is determined, the Disinterested Trustees, other than the Trustee in violation of the Code, shall either impose such sanctions, as they deem appropriate or refer the matter to the full Board of Trustees of the Group, which shall impose such sanctions, as it deems appropriate.

F. MISCELLANEOUS

1. Records. The Group shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f) under the 1940 Act, and shall be available for examination by representatives of the Securities and Exchange Commission:

(a.) a copy of this Code and any other code that 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 this Code, and of any action taken as a result of such violation, shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(c.) a copy of each report made pursuant to this 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, the first two years in an easily accessible place; and

(d.) a list of all persons who are required, or within the past five years have been required, to make reports pursuant to this Code shall be maintained in an easily accessible place.

(e.) a copy of each report of the Board shall be preserved by the Group 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; and

(f.) the Group shall preserve a record of any decision, and the reasons supporting the decision to approve the acquisition by any Investment Personnel of shares in any IPO or Limited Offering for at least five years

after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

2. Confidentiality. All reports of securities transactions and any other information filed pursuant to this Code shall be treated as confidential, except that the same may be disclosed to the Board of Trustees of the Group, to any regulatory or self-regulatory authority or agency upon its appropriate request, or as required by law or court or administrative order.

3. Amendment; Interpretation of Provisions. The Board of Trustees of the Group may from time to time may amend this Code or adopt such interpretations of this Code, as it deems appropriate.

EXHIBIT A

CODE OF ETHICS
THE COVENTRY GROUP

SECURITIES TRANSACTION REPORT

For the Calendar Quarter Ended: ______________________________

(mo./day/yr.)

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 Coventry Group's Code of Ethics.

                                                     NO. OF SHARES         NATURE OF            BROKER-DEALER
                                                     AND PRINCIPAL         TRANSACTION          OR BANK
                 PRICE OF THE      DATE OF THE       AMOUNT OF             (PURCHASE,           THROUGH WHOM
SECURITY         TRANSACTION       TRANSACTION       THE SECURITY          SALE, OTHER)         EFFECTED
--------         ------------      -----------       -------------         ------------         -------------

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transaction not required to be reported because such securities are exclude form the definition of "Covered Security" under the Code of Ethics of the Group, and (iii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.

                                                               BROKER/DEALER OR
                      NO. OF             PRINCIPAL                BANK WHERE
SECURITY              SHARES              AMOUNT                ACCOUNT IS HELD
--------              ------             ---------             ----------------

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transaction not required to be reported because such securities are exclude form the definition of "Covered Security" under the Code of Ethics of the Group, and (iii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.

EXHIBIT C

CODE OF ETHICS
THE COVENTRY GROUP

ACCOUNT ESTABLISHMENT REPORT

During the quarter referred to above, the following accounts were established for securities in which I may be deemed to have a direct or indirect beneficial ownership, and is required to be reported pursuant to the Group's Code of Ethics:

BROKER/DEALER OR
  BANK WHERE                           DATE
  ACCOUNT WAS                      ACCOUNT WAS
  ESTABLISHED                      ESTABLISHED
----------------                   -----------

                                                         BROKER/DEALER OR
                  NO. OF          PRINCIPAL                 BANK WHERE
SECURITY          SHARES            AMOUNT               ACCOUNT IS HELD
--------          ------          ---------              ----------------

This report is not an admission that I have or had any direct or indirect beneficial Ownership in the securities listed above.

EXHIBIT E

CODE OF ETHICS
THE COVENTRY GROUP

ANNUAL CERTIFICATE OF COMPLIANCE

As an Access Person as defined in the Coventry Group's Code of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended ("Code"), I hereby certify that I have read and understand the Code, recognize that I am subject to the Code, and intend to comply with the Code. I further certify that, during the calendar year specified above, and since my last Certificate of Compliance under the Code, I have complied with the requirements of the Code and have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

THE COVENTRY GROUP
ADOPTION OF PROCEDURES PURSUANT TO RULE 17J-1 OF
THE INVESTMENT COMPANY ACT OF 1940

Pursuant to Rule 17j-1(c) promulgated under the investment Company Act of 1940, as amended, [name of adviser] does hereby certify that it has adopted procedures reasonably necessary to prevent "Access Persons" from violating its Code of Ethics.

IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed this certificate as of ________, 2000.

EXHIBIT 99.P(2)

BISYS FUND SERVICES
CODE OF ETHICS
JANUARY 1, 2004

I. DEFINITIONS

"ACCESS PERSON" is defined under Rule 17j-1(a)(1)(ii) to include any director, officer or general partner of a principal underwriter for a Fund who, in the ordinary course of business, makes, participates in or OBTAINS INFORMATION regarding the purchase or sale of securities for such Fund or whose functions or duties in the ordinary course of business relate to the making of any recommendation to such Fund regarding the purchase or sale of securities. This Code covers certain BISYS associates that are not otherwise deemed ACCESS PERSONS by law.

"BENEFICIAL OWNERSHIP" of a security is defined under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, which provides that a COVERED PERSON should consider himself/herself the beneficial owner of securities held by his/her spouse, his/her minor children, a relative who shares his/her home, or other persons, directly or indirectly, if by reason of any contract, understanding, relationship, agreement or other arrangement, he/she obtains from such securities benefits substantially equivalent to those of ownership. He/she should also consider himself/herself the beneficial owner of securities if he/she can vest or revest title in himself/herself now or in the future.

"CLIENT INVESTMENT COMPANIES" are investment companies for which BISYS serves as distributor, transfer agent, fund accountant, administrator, or sub-agent. A list of CLIENT INVESTMENT COMPANIES are provided on Exhibit A.

"CODE COMPLIANCE OFFICER" is the person designated to oversee enforcement and ensure compliance with this code pursuant to procedures established for such purpose.

"COVERED PERSONS" are all directors, officers and associates of the BISYS entities listed on Exhibit B hereto collectively referred to as "BISYS."

"COVERED SECURITIES" include all securities, purchases and sales subject to reporting under this code. COVERED SECURITIES DO NOT INCLUDE: (i) securities issued by the United States Government; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares of open-end investment companies EXCEPT, FOR PURPOSES OF THIS CODE, SHARES OF CLIENT FUND COMPANIES; (iv) transactions which you had no direct or indirect influence or control; (v) transactions that are not initiated, or directed, by you; and (vi) securities acquired upon the exercise of rights issued by the issuer to all shareholders pro rata.

A security "HELD OR TO BE ACQUIRED" is defined under Rule 17j-l(a)(10) as any COVERED SECURITY which, within the most recent fifteen (15) days: (A) is or has been held by a Fund, or (B) is being or has been considered by a Fund or the investment adviser for a Fund for purchase by the Fund. A purchase or sale includes the writing of an option to purchase or sell and any security that is convertible into or exchangeable for, any security that is held or to be acquired by a Fund.

"MATERIAL INSIDE INFORMATION" is defined as any information about a company which has not been disclosed to the general public and which either a reasonable person would deem to be important in making an investment decision or the dissemination of which is likely to impact the market price of the company's securities.

A "PERSONAL SECURITIES TRANSACTION" is considered to be a transaction in a COVERED SECURITY of which the COVERED PERSON is deemed to have BENEFICIAL OWNERSHIP. This includes, but is not limited to, transactions in accounts of the COVERED PERSON's spouse, minor children, or other relations residing in the COVERED PERSON'S household, or accounts in which the COVERED PERSON has discretionary investment control. COVERED PERSONS engaged in PERSONAL SECURITIES TRANSACTIONS should not take inappropriate advantage of their position or of information obtained during the course of their association with BISYS. For example, Transfer Agent employees may not process transactions for their own account or influence others to effect improper transactions on their account or for the accounts of any direct family member. Additionally, COVERED PERSONS should avoid situations that might compromise their judgment (e.g., the receipt of perquisites, gifts of more than de minimis value or unusual investment opportunities from persons doing or seeking to do business with BISYS or the Funds).

II. INTRODUCTION

This Code of Ethics (the "Code") sets forth the basic policies of ethical conduct for all COVERED PERSONS.

Rule 17j-1(b) under the Investment Company Act of 1940, as amended, (the "1940 Act") makes it unlawful for an affiliated person of any BISYS company appointed to serve as principal underwriter of a registered investment company in connection with the purchase or sale by such person of a security HELD OR TO BE ACQUIRED by any registered investment company:

(1) to employ any device, scheme or artifice to defraud the Fund;
(2) to make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
(3) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Fund; or
(4) to engage in any manipulative practice with respect to the Fund.

This Code extends the provisions of Rule 17j-1(b) to all COVERED PERSONS. Any violation of this provision by a COVERED PERSON shall be deemed to be a violation of this Code. BISYS reserves the right to monitor accounts, including retirement plan accounts, of COVERED PERSONS and their direct family members for compliance with these requirements.

III. RISKS OF NON-COMPLIANCE

Any violation of this Code may result in the imposition by BISYS of sanctions against the COVERED PERSON, or may be grounds for the immediate termination of the COVERED PERSON'S position with BISYS. In addition, in some cases (e.g., the misuse of inside information), a violation of federal and state civil and criminal statutes may subject the COVERED PERSON to fines, imprisonment and/or monetary damages.

IV. ETHICAL STANDARDS

The foundation of this Code consists of basic standards of conduct including, but not limited to, the avoidance of conflicts between personal interests and interests of BISYS or its CLIENT INVESTMENT COMPANIES. To this end, COVERED PERSONS should understand and adhere to the following ethical standards:

(a) THE DUTY AT ALL TIMES TO PLACE THE INTERESTS OF CLIENT INVESTMENT COMPANY SHAREHOLDERS FIRST;

This duty requires that all COVERED PERSONS avoid serving their own personal interests ahead of the interests of the shareholders of any CLIENT INVESTMENT COMPANY.

(b) THE DUTY TO ENSURE THAT ALL PERSONAL SECURITIES TRANSACTIONS BE CONDUCTED IN A MANNER THAT IS CONSISTENT WITH THIS CODE TO AVOID ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR ANY ABUSE OF SUCH COVERED PERSON'S POSITION OF TRUST AND RESPONSIBILITY; AND

COVERED PERSONS should study this Code and ensure that they understand its requirements. COVERED PERSONS should conduct their activities in a manner that not only achieves technical compliance with this Code but also abides by its spirit and principles.

(c) THE DUTY TO ENSURE THAT COVERED PERSONS DO NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR POSITION WITH BISYS.

V. RESTRICTIONS AND PROCEDURES

This section is divided into two (2) parts. Part A relates to restrictions and procedures applicable to all COVERED PERSONS in addition to the aforementioned Rule 17j-1(b) provisions. Part B imposes additional restrictions and reporting requirements for those COVERED PERSONS deemed to be ACCESS PERSONS, as described in Exhibit C.

A. RESTRICTIONS AND PROCEDURES FOR ALL COVERED PERSONS:

1. Prohibition Against Use of Material Inside Information

COVERED PERSONS may have access to information including, but not limited to, MATERIAL INSIDE INFORMATION about CLIENT INVESTMENT COMPANIES that is confidential and not available to the general public, such as (but not limited to) information concerning securities held in, or traded by, investment company portfolios, information concerning certain underwritings of broker/dealers affiliated with an investment company that may be deemed to be MATERIAL INSIDE INFORMATION, and information which involves a merger or acquisition that has not been disclosed to the public.

COVERED PERSONS in possession of material inside information must not trade in or recommend the purchase or sale of the securities concerned until the information has been properly disclosed and disseminated to the public.

2. Prohibition Against Abusive Trading Practices in Shares of Client Fund Companies

Engaging in short-term trading practices or other potentially abusive trading in shares of an CLIENT INVESTMENT COMPANY may constitute violations of Rule 17j-1(b) and/or the stated policies of the CLIENT INVESTMENT COMPANY. Accordingly, unless sanctioned by a particular CLIENT INVESTMENT COMPANY, COVERED PERSONS are prohibited from engaging or attempting to engage in excessive trading and exchange activity or other potentially abusive trading in contravention of any stated policy of an CLIENT INVESTMENT COMPANY.

3. Initial and Annual Certifications

Within ten (10) days following the commencement of their employment or otherwise becoming subject to this Code and at least annually following the end of the calendar year, all COVERED PERSONS shall be required to sign and submit to the CODE COMPLIANCE OFFICER a written certification, in the form of Exhibit D hereto, affirming that he/she has read and understands this Code to which he/she is subject. In addition, the COVERED PERSON must certify annually that he/she has complied with the requirements of this Code and has disclosed and reported all PERSONAL SECURITIES TRANSACTIONS that are required to be disclosed and reported by this Code. The CODE COMPLIANCE OFFICER will distribute to all COVERED PERSONS the Annual Certifications and Holdings Reports for completion following the end of each calendar year.

B. RESTRICTIONS AND REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS:

Each ACCESS PERSON must refrain from engaging in a PERSONAL SECURITIES TRANSACTION when the ACCESS PERSON knows, or in the ordinary course of fulfilling his/her duties would have reason to know, that at the time of the PERSONAL SECURITIES TRANSACTION an CLIENT INVESTMENT COMPANY has a pending buy or sell order in the same COVERED SECURITY.

1. Initial and Annual Holdings Reports

All ACCESS PERSONS must file a completed Initial and Annual Holdings Report, in the form of Exhibit E hereto, with the CODE COMPLIANCE OFFICER within ten (10) days of commencement of their employment or otherwise becoming subject to this Code and thereafter on an annual basis following the end of the calendar year in accordance with Procedures established by the CODE COMPLIANCE OFFICER. This requirement includes any retirement plan accounts that contain CLIENT INVESTMENT COMPANIES.

2. Transaction/New Account Reports

All ACCESS PERSONS must file a completed Transaction/New Account Report, in the form of Exhibit F hereto, with the CODE COMPLIANCE OFFICER within ten (10) days after (i) opening an account with a broker, dealer, bank or transfer agent in which Covered Securities are recorded; or (ii) entering into any PERSONAL SECURITIES TRANSACTION. This requirement includes any retirement plan accounts that contain CLIENT INVESTMENT COMPANIES.

3. Confirmations and Statements

In order to provide BISYS with information to determine whether the provisions of this Code are being observed, each ACCESS PERSON shall direct his/her broker, dealer, transfer agent or bank to supply to the CODE COMPLIANCE OFFICER, on a timely basis, duplicate copies of confirmations of all PERSONAL SECURITIES TRANSACTIONS and copies of monthly statements for all COVERED SECURITIES. The confirmations should match the Transaction/New Account Reports. These confirmations and statements should be mailed, on a confidential basis, to the CODE COMPLIANCE OFFICER at the following address:

ATTN: Code Compliance Officer BISYS Fund Services 100 Summer Street 15 Floor Boston, MA 02110

C. REVIEW OF REPORTS AND ASSESSMENT OF CODE ADEQUACY:

The CODE COMPLIANCE OFFICER shall review and maintain the Initial and Annual Certifications, Initial and Annual Holdings Reports and Transaction/New Account Reports (the "Reports") with the records of BISYS. Following receipt of the Reports, the CODE COMPLIANCE OFFICER shall consider in accordance with Procedures designed to prevent ACCESS PERSONS from violating this Code:

(a) whether any PERSONAL SECURITIES TRANSACTION evidences an apparent violation of this Code; and

(b) whether any apparent violation has occurred of the reporting requirement set forth in Section B above.

Upon making a determination that a violation of this Code, including its reporting requirements, has occurred, the CODE COMPLIANCE OFFICER shall report such violations to the General Counsel of BISYS Fund Services who shall determine what sanctions, if any, should be recommended to be taken by BISYS. The CODE COMPLIANCE OFFICER shall prepare quarterly reports to be presented to the Fund Boards of Directors/Trustees of the CLIENT INVESTMENT COMPANIES with respect to any material trading violations under this Code.

This Code, a copy of all Reports referenced herein, any reports of violations, and lists of all COVERED and ACCESS PERSONS required to make Reports, shall be preserved for

the period(s) required by Rule 17j-1. BISYS shall review the adequacy of the Code and the operation of its related Procedures at least once a year.

VI. REPORTS TO FUND BOARDS OF DIRECTORS/TRUSTEES

BISYS shall submit the following reports to the Board of Directors/Trustees for each Fund for which it serves as principal underwriter:

A. BISYS Fund Services Code of Ethics

A copy of this Code shall be submitted to the Board of an CLIENT INVESTMENT COMPANY prior to BISYS commencing operations as principal underwriter, for review and approval. All material changes to this Code shall be submitted to the Board of each CLIENT INVESTMENT COMPANY for which BISYS serves as principal underwriter for review and approval not later than six (6) months following the date of implementation of such material changes.

B. Annual Certification of Adequacy

The CODE COMPLIANCE OFFICER shall annually prepare a written report to be presented to the Board of each CLIENT INVESTMENT COMPANY for which BISYS serves as principal underwriter detailing the following:

1. Any issues arising under this Code or its related Procedures since the preceding report, including information about material violations of this Code or its related Procedures and sanctions imposed in response to such material violations; and

2. A Certification in the form of Exhibit G hereto, that BISYS has adopted Procedures designed to be reasonably necessary to prevent ACCESS PERSONS from violating this Code.

BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT A

The following investment companies are CLIENT INVESTMENT COMPANIES(1):

ABF Multi-Fund
Actinver Mexico Bond Fund
Activa Funds
AHV
American Family Funds
American Independence Funds Trust
American Performance Funds
AmSouth Funds
Artemis
Babson Funds
BancOne -- Offshore
Barr Rosenberg Series Trust
Barr Rosenberg Variable Insurance Trust
BB&T Funds
Bear Stearns
Best
BNY Hamilton Funds
Boyar Funds
Citizens Funds
CL Lux
CLAM
Close Brothers
Coventry Group
Credit Suisse
Eaton Vance Funds
Eaton Vance Medallion
Emerald
Empire Builder Funds
Enterprise Funds
Eureka Funds
Evergreen Funds
Exeter Funds
Fidelity
Fifth Third Funds
First Focus Funds
Gartmore Funds
GMO Trust
Governor Funds
Great Hall Investment Funds
Heartland Group
Hirtle Callaghan Trust

HSBC Advisor Funds Trust
HSBC Investor Funds
HSBC Investor Portfolios
Huntington Funds
Insight
INVESCO
Investors Mark Series Fund
J&B Funds
Janus Funds
Janus World
JP Morgan Fund
Kensington Funds
LEADER Mutual Funds
Legacy Funds Group
Liontrust
LIR Premier Funds
Man-Glenwood
Mercantile Funds, Inc.
Merrill Lynch
Merrimac Series
MMA Praxis Mutual Funds
Munder Funds, Inc.
Munder Framlington Funds Trust
Munder Funds Trust
National Investors Cash Management Fund, Inc. Nations Offshore
New Covenant Funds
Nike Securities
Nordben
Old Westbury Funds, Inc.
One Group Funds
Pacific Capital Funds
Paypal.com
Performance Funds
Permal Asset Management Fund
PPF
Premier Fund -- Lux
ProFunds
Putnam
Rainbow Fund
RBC Funds, Inc.
Retirement Services, Inc.
RPIC
Sabre (Market Neutral) selection
SAGE
SandHill Investors Fund II
Selection
Shay Funds (AMF and MSB)
Skyline Funds

Standard Asset Management
St. Clair Funds, Inc.
TD Waterhouse Trust
TD Waterhouse Family of Funds, Inc.
UAM
USAllianz Variable Insurance Products Trust Variable Insurance Funds
Victory Portfolios
Victory Variable Insurance Funds
Vintage Mutual Funds, Inc
Willamette Funds

AS OF JANUARY 1, 2004

(1) THE COMPANIES LISTED ON THIS EXHIBIT A MAY BE AMENDED FROM TIME TO TIME, AS NECESSARY.

BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT B

The following Broker/Dealers are subject to the BISYS Fund Services Code of Ethics(2):

BARR ROSENBERG FUNDS DISTRIBUTOR, INC.
BISYS FUND SERVICES LIMITED PARTNERSHIP
BNY HAMILTON DISTRIBUTORS, INC.
CENTURA FUNDS DISTRIBUTOR, INC.
EVERGREEN DISTRIBUTOR, INC.
FIFTH THIRD FUNDS DISTRIBUTOR, INC.
FUNDS DISTRIBUTOR, INC.
HEARTLAND INVESTOR SERVICES, LLC
J.P. MORGAN FUND DISTRIBUTORS, INC.
NEW COVENANT FUNDS DISTRIBUTOR, INC.
PERFORMANCE FUNDS DISTRIBUTOR, INC.
PROFUNDS DISTRIBUTORS, INC.
VICTORY CAPITAL ADVISERS, INC.

The following other entities are subject to the BISYS Fund Services Code of Ethics(2):

BISYS FUND SERVICES OHIO, INC.
BISYS FUND SERVICES, INC.
BISYS FUND SERVICES (IRELAND) LIMITED

(2) The companies listed on this Exhibit B may be amended from time to time, as required.

BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT C

The following COVERED PERSONS are considered ACCESS PERSONS under the BISYS Fund Services Code of Ethics(3):

I. The following employees of BISYS:
Business Systems -- fund accounting associates Client Services -- all associates Directors/Officers of each BISYS entity listed on Exhibit B that meet the statutory definition of ACCESS PERSON under Rule 17j-1 Financial Services (Fund Accounting, Tax and Financial Administration) -- all associates
Fund Administration -- all associates Information Systems -- all associates Legal Services -- all paralegals and attorneys Quality Assurance -- fund accounting associates

II. All wholesalers and telewholesalers associated with the Broker/Dealers on Exhibit B

AS OF JANUARY 1, 2004

BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT D

INITIAL AND ANNUAL CERTIFICATIONS

I hereby certify that I have read and thoroughly understand and agree to abide by the conditions set forth in the BISYS Fund Services Code of Ethics. I further certify that, during the time of my affiliation with BISYS, I will comply or have complied with the requirements of this Code and will disclose/report or have disclosed/reported all PERSONAL SECURITIES TRANSACTIONS required to be disclosed/reported by the Code.

If I am deemed to be an ACCESS PERSON under this Code, I certify that I will comply or have complied with the Transaction/New Account Report requirements as detailed in the Code and submit herewith my Initial and/or Annual Holdings Report. I further certify that I will direct or have directed each broker, dealer, bank or transfer agent with whom I have an account or accounts to send to the BISYS CODE COMPLIANCE OFFICER duplicate copies of all confirmations and/or statements relating to my account(s).

NAME AND ADDRESS OF        DISCRETIONARY             ACCOUNT NUMBER(S)            IF NEW ACCOUNT,
BROKER, DEALER, BANK,      ACCOUNT(1) (YES OR NO)                                 DATE ESTABLISHED
OR ADVISER(S)

______________________     __Yes __No                __________________            __________________

______________________                               __________________            __________________

______________________     __Yes __No                __________________            __________________

______________________                               __________________            __________________

/ / ATTACHED ARE THE COVERED SECURITIES BENEFICIALLY OWNED BY ME AS OF
THE DATE OF THIS INITIAL AND ANNUAL HOLDINGS REPORT.

/ / I DO NOT HAVE ANY COVERED SECURITIES BENEFICIALLY OWNED BY ME AS OF THE
DATE OF THIS INITIAL AND ANNUAL HOLDINGS REPORT. FOR PURPOSES OF THIS REPRESENTATION, TRANSACTIONS IN WHICH I HAD NO DIRECT OR INDIRECT INFLUENCE OR CONTROL OR TRANSACTIONS THAT WERE NOT INITIATED, OR DIRECTED, BY ME DO NOT RESULT IN COVERED SECURITIES.

/ / I CERTIFY THAT I HAVE DIRECTED EACH BROKER, DEALER, BANK OR TRANSFER
AGENT WITH WHOM I HAVE AN ACCOUNT OR ACCOUNTS TO SEND TO BISYS DUPLICATE COPIES OF ALL CONFIRMATIONS AND/OR STATEMENTS RELATING TO MY ACCOUNT(s). I FURTHER CERTIFY THAT THE INFORMATION ON THE CONFIRMATIONS AND STATEMENTS RECEIVED BY THE BISYS CODE COMPLIANCE OFFICER IS ACCURATE AND COMPLETE FOR PURPOSES OF THIS INITIAL AND ANNUAL HOLDINGS REPORT.

(1) Discretionary Account is an account empowering a broker, dealer, bank or adviser to buy and sell securities without the client's prior knowledge or consent.

SECURITY                       NUMBER OF             PRINCIPAL AMOUNT
DESCRIPTION                    COVERED               (FOR DEBT
(SYMBOL/CUSIP)                 SECURITIES/MUTUAL     SECURITIES ONLY)
                               FUND SHARES HELD

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

------------------             ----------------      ----------------

BISYS FUND SERVICES CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT
EXHIBIT F

I hereby certify that the Covered Securities described below (or attached hereto in the annual statement from my broker, dealer or bank) were purchased or sold on the date(s) indicated. Such Covered Securities were purchased or sold in reliance upon public information. I have also listed below the account number(s) for any new account(s) opened in which Covered Securities. My decision to enter into any personal securities transaction(s) was not based upon information obtained as a result of my affiliation with BISYS.

Security     Trade   Number of  Per Share  Principal    Interest      Maturity     Name of Broker, Dealer,   Bought (B) or Sold (S)
Description  Date     Shares     Price      Amount       Rate          Rate        Transfer Agent
                                                                                   or Bank (and Account
                                                                                   Number and Date
(Symbol/                                  (for debt (If Applicable)(If Applicable) Established, If New)
 CUSIP)                                   security)

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

--------     -----  ---------  ---------  ---------    --------      --------      -----------------------   ----------------------

This Transaction/New Account Report is not an admission that you have or had any direct or indirect beneficial ownership in the Covered Securities listed above.

--------------------------------
Print or Type Name

--------------------------------                      -------------------------
Signature                                             Date

BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT G

CERTIFICATION TO FUND BOARDS

BISYS Fund Services ("BISYS") requires that all directors, officers and associates of BISYS ("COVERED PERSONS") certify that they have read and thoroughly understand and agree to abide by the conditions set forth in the BISYS Code of Ethics (the "Code"). If such COVERED PERSONS are deemed to be ACCESS PERSONS under the Code, they are required to submit Initial and Annual Holdings Reports, as well as Transaction/New Account Reports, to the CODE
COMPLIANCE OFFICER, listing all PERSONAL SECURITIES TRANSACTIONS in Covered Securities for all such accounts in which the ACCESS PERSON has any direct or indirect beneficial interest within ten (10) days of entering into any such transactions. ACCESS PERSONS must direct each of their brokers, dealers, banks or transfer agents to send duplicate trade confirmations and statements of all such PERSONAL SECURITIES TRANSACTIONS directly to the CODE COMPLIANCE OFFICER, who compares them to the required Transaction/New Account Reports. Additionally, the CODE COMPLIANCE OFFICER undertakes a quarterly review of all ACCESS PERSON's PERSONAL SECURITIES TRANSACTIONS against the Fund's investment portfolio for all Funds for which BISYS serves as principal underwriter.

The undersigned hereby certifies that BISYS has adopted Procedures designed to be reasonably necessary to prevent ACCESS PERSONS from violating BISYS' Code and the required provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended.

--------------------------------                              ------------------
Wayne A. Rose                                                             Date
CODE COMPLIANCE OFFICER
BISYS Fund Services