Exhibit (J)(2)

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated October 20, 2000, relating to the financial statements and financial highlights of the n/i numeric investors Micro Cap Fund, n/i numeric investors Growth Fund, n/i numeric investors Mid Cap Fund, n/i numeric investors Small Cap Value Fund, Boston Partners Large Cap Value Fund, Boston Partners Mid Cap Value Fund, Boston Partners Small Cap Value Fund II, Boston Partners Long/Short Equity Fund, Boston Partners Bond Fund, Money Market Portfolio, Municipal Money Market Portfolio, Government Obligations Money Market Portfolio, Bogle Investment Management Small Cap Growth Fund and Schneider Small Cap Value Fund, separately managed portfolios of The RBB Fund, Inc. (the "Fund"), which appear in the Annual Reports to Shareholders of the Fund for the year ended August 31, 2000. We also consent to the references to us under the headings "Financial Highlights" in the Prospectuses and under the headings "Miscellaneous-Independent Accountants" and "Financial Statements" in the Statements of Additional Information in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP


Philadelphia, Pennsylvania
December 27, 2000

Exhibit (p) (1)

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

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.

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.

A. An "Access Person" means: (1) each director or officer of the Company; (2) each employee (if any) 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, 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 (3) any natural person in a control relationship to the Company 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, administrator or principal underwriter which complies with Rule 17j-1 under the 1940 Act.

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, administrator, custodian, transfer agent, or distributor.

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.

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.

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 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.

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.

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.

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/1/ by the Access Person except as stated below. This report must be submitted within 10 days of becoming an Access Person (or for persons already designated as Access Person by September 1, 2000) and must include the title of each security, the number of shares held, and the principal amount of the security. The Report must also include a list of any securities accounts maintained with any broker, dealer or bank.

(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.

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

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./2/ Such reports shall be filed no later than 10 days after the end of each calendar quarter. An Access Person of the Company need not make a quarterly transaction report under this paragraph 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 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/3/ 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 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/4/ 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.

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: September 1, 2000

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:

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:________________________________ Signature:____________________________

Print Name:___________________________

Exhibit B

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

Quarterly Transaction Report*

For the Calendar Quarter Ended _______________________
(month/day/year)

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

                        Interest                                                   Nature of
                        Rate and                     Number of                    Transaction               Broker/Dealer
                        Maturity                     Shares or       Dollar       (Purchase,                   or Bank
Title of     CUSIP      Date (If        Date of      Principal      Amount of        Sale,                  Through Whom
Security     Number    Applicable)    Transaction      Amount      Transaction      Other)        Price       Effected
--------     ------    -----------    -----------      ------      -----------      ------        -----       --------

Date: ____________________ Signature:________________________________

Print Name:_______________________________

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.

Date:                          ___________________________________
                                         Print Name


                               ____________________________________
                                         Signature

Your Classification                                         Rule                                Pre-Clearance Requirements
===================================================================================================================================
Restricted/Interested Director(s)  You or a member of your immediate family may not   You must obtain advance clearance for security
                                   trade a Covered Security (other than an Exempt     transactions from the compliance officer of
          Robert Sablowsky         Security) while the Company is transacting or      the Company's adviser ("Adviser") if you know
            Marvin Sternberg       considering for transaction the same security if   (or should know) that the same Covered
                                   during the 15 day period before, or at the same    Security (other than an Exempt Security) has
                                   time, you know (or should know) that the           been traded or considered for trade by the
                                   security was transacted or considered for such     Company within the past 15 days.  Your trade
                                   by the Company.                                    must be completed by the close of business on
                                                                                      the seventh trading day after the date on
                                                                                      which oral authorization is received.
------------------------------------------------------------------------------------------------------------------------------------

Your Classification                                        Filing Requirements
===================================================================================================
Restricted/Interested Director(s)     You must make:

                                      .  An initial holdings report listing all Covered
          Robert Sablowsky               Securities (other than transactions affected for, and
            Marvin Sternberg             any Covered Securities held in, accounts over which you
                                         have no direct or indirect influence or control) you
                                         beneficially own (including for example, such securities
                                         held by members of your immediate family) and any
                                         securities accounts maintained with any broker, dealer
                                         or bank to the Administrator within 10 days of becoming
                                         an interested director or by 9/1/2000, whichever is
                                         earlier;

                                      .  An annual holdings report listing all Covered
                                         Securities (other than transactions affected for, and
                                         any Covered Securities held in, accounts over which you
                                         have no direct or indirect influence or control) you
                                         beneficially own (including for example, such securities
                                         held by members of your immediate family) and any
                                         securities accounts maintained with any broker, dealer
                                         or bank to the Administrator within 30 days after the
                                         end of the calendar year;

                                      .  A quarterly report listing all transactions in
                                         Covered Securities (other than transactions affected
                                         for, and any Covered Securities held in, accounts over
                                         which you have no direct or indirect influence or
                                         control) you beneficially own (including for example,
                                         such securities held by members of your immediate
                                         family) and accounts established with brokers, dealers
                                         or banks during the quarter to the Administrator within
                                         10 days after the end of each calendar quarter.
---------------------------------------------------------------------------------------------------

Your Classification                                         Rule                                Pre-Clearance Requirements
====================================================================================================================================
Restricted/Non-Interested             Same as above Rule for Restricted/Interested     Same as above Pre-Clearance Requirements for
Director(s))                          Directors                                        Restricted/Interested Directors

          Julian Brodsky
          Francis McKay
          Arnold Reichman
          Donald van Roden

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

Your Classification                                        Filing Requirements
===================================================================================================
Restricted/Non-Interested                 You must make a quarterly report listing all
Director(s))                              transactions in Covered Securities (other than
                                          transactions affected for, and any Covered Securities
          Julian Brodsky                  held in, accounts over which you have no direct or
          Francis McKay                   indirect influence or control) you beneficially own
          Arnold Reichman                 (including for example, such securities held by members
          Donald van Roden                of your immediate family) and accounts established with
                                          brokers, dealers or banks during the quarter, to the
                                          Administrator within 10 days after the calendar quarter
                                          end which were effected when you knew (or should have
                                          known) that such Covered Security was transacted by the
                                          Company within 15 days of your transaction in the
                                          security.
---------------------------------------------------------------------------------------------------

Your Classification                                         Rule                                Pre-Clearance Requirements
====================================================================================================================================
Restricted Officer(s)            You or a member of your immediate family may not    You must obtain advance clearance for security
                                 trade a Covered Security (other than an Exempt      transactions from the compliance officer of the
            Michael P. Malloy    Security) while the Company is transacting or       Adviser if you know (or should know) that the
            Edward Roach         considering for transaction the same security if    same Securities (Covered Security (other than
                                 during the 15 day period before, or at the same     an Exempt Security) has been traded or
                                 time, you know (or should know) that the security   considered for trade by the Company within the
                                 was transacted or considered for such by the        past 15 days.  Your trade must be completed by
                                 Company.                                            the close of business on the seventh trading
                                                                                     day after the date on which oral authorization
                                                                                     is received.

Your Classification                                        Filing Requirements
===================================================================================================
Restricted Officer(s)             You must make:

                                  .  An initial holdings report listing all Covered
            Michael P. Malloy        Securities (other than transactions affected for, and
            Edward Roach             any Covered Securities held in, accounts over which you
                                     have no direct or indirect influence or control) you
                                     beneficially own (including for example, such securities
                                     held by members of your immediate family) and any
                                     securities accounts maintained with any broker, dealer
                                     or bank to the Administrator within 10 days of becoming
                                     an officer or by 9/1/2000, whichever is earlier;

                                  .  An annual holdings report listing all Covered
                                     Securities (other than transactions affected for, and
                                     any Covered Securities held in, accounts over which you
                                     have no direct or indirect influence or control) you
                                     beneficially own (including for example, such securities
                                     held by members of your immediate family) and any
                                     securities accounts maintained with any broker, dealer
                                     or bank to the Administrator within 30 days after the
                                     end of the calendar year;

                                  .  A quarterly report listing all transactions in
                                     Covered Securities (other than transactions affected
                                     for, and any Covered Securities held in, accounts over
                                     which you have no direct or indirect influence or
                                     control) you beneficially own (including for example,
                                     such securities held by members of your immediate
                                     family) and accounts established with brokers, dealers
                                     or banks during the quarter to the Administrator within
                                     10 days after the end of each calendar quarter.
--------------------------------------------------------------------------------------------------

Note 1: The terms "Covered Security," "Exempt Security" and "beneficial
ownership" are defined terms. Please see the Code of Ethics for the definitions of beneficial ownership, Covered Security and Exempt Security to determine which securities are not subject to the Code's pre-clearance and reporting requirements.

Note 2: This chart has been developed to assist you in understanding the
provisions and requirements of the Code of Ethics. This is not intended

CODE OF ETHICS

Boston Partners Asset Management, L.P. ("BPAM") 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 Policy Statement is our commitment to protecting our clients' trust by establishing formal standards for general personal and professional conduct.

This Code of Conduct applies to all Access Persons and Employees.

"ACCESS PERSON" means:
. any general partner entity of BPAM;
. any employee or Limited Partner of BPAM (or of any company in a control relationship to BPAM)
. 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 BPAM on behalf of its clients, or
. whose functions relate to the making of any recommendations with respect to such purchases or sales; or
. any other individual designated by the Compliance Department; and
. any natural person in a control relationship to BPAM who obtains information concerning recommendations made to a client with regard to the purchase or sale of Covered Securities by BPAM on behalf of its clients.

In addition, any spouse, minor children and adult members of an Access Person's household, or any person or organization (such as an investment club) with whom an Access Person has a direct or indirect beneficial interest, or any trusts of which an Access Person is trustee or in which he/she has a beneficial interest are included in the definition of Access Person.

"EMPLOYEE," for purposes of this Policy Statement only, means any individual working for or providing professional services on behalf of BPAM who have not been identified as an Access Person, unless exempted by the Compliance Department.

In addition, any spouse, minor children and adult members of an Employee's household, or any person or organization (such as an investment club) with whom an Employee has a

direct or indirect beneficial interest, or any trusts of which an Employee is trustee or in which he/she has a beneficial interest are included in the definition of Employee.

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

1. BPAM is a fiduciary and has a duty to act solely for the benefit of its clients and shall at all times place the interests of the client first;

2. BPAM holds all Access Persons and Employees responsible to the highest standards of integrity, professionalism, and ethical conduct.

3. BPAM fosters a spirit of cohesiveness and teamwork while ensuring the fair treatment of all Access Persons and Employees.

As a fiduciary, BPAM has an affirmative duty of loyalty and honesty to its clients and a duty of utmost good faith to act solely in the best interests of the client. Compliance with this fiduciary responsibility can be accomplished by avoiding unnecessary conflicts of interest and by fully, adequately, and fairly disclosing all material facts concerning any conflict which arises with respect to any client. Individuals subject to this Code 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. All securities transactions effected for the benefit of an Access Person or Employee 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.

2. No Access Person or Employee shall take inappropriate advantage of their position with respect to a client, advancing their position for self-gain.

3. No Access Person or Employee shall accept any gift of more than de minimis 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 BPAM. Gifts of an extraordinary or extravagant nature are to be declined or returned in order not to compromise the reputation of BPAM

or the individual. Gifts of nominal value, or those that are customary in the industry, are considered appropriate.

4. No Access Person or Employee shall provide gifts or entertainment of more than de minimis value 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 BPAM. Gifts of nominal value, or those that are customary in the industry, are considered appropriate.

5. Pre-approval is required for any Access Person or Employee to serve as a director of any publicly traded company or mutual fund.

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

No Access Person or Employee may trade, either personally or on behalf of others, while in possession of material, nonpublic information; nor may any Access Person or Employee communicate material, nonpublic information to others in violation of the law.

BPAM maintains a separate policy statement on Insider Trading. Compliance with that policy is mandatory and all Access Persons and Employees should review the policy for detailed information on BPAM's position.

BPAM's Policy Statement on Personal Securities Transactions has been modeled after the Investment Company Institute's recommendations and has been updated to comply with the amended Rule 17j-1.

BPAM maintains a separate policy statement on Personal Security Transactions. Compliance with that policy is mandatory and all Access Persons and Employees should review the policy for detailed information on BPAM's position.

BPAM is committed to treating all Access Persons and Employees 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.

BPAM will review the Code of Ethics annually and update any provisions and/or attachments which the General Partner deems require revision.

Upon employment, all Access Persons and Employees 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 serve the client in accordance with the terms of the Code.

Annually, all Access Persons and Employees 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.

Regardless of whether a government inquiry occurs, BPAM views seriously any violation of its Code of Ethics. Disciplinary sanctions may be imposed on any Access Person or Employee committing a violation, including, but not necessarily limited to, censure, suspension, or termination of employment.

If any Access Person or Employee has any questions with regard to the applicability of the provisions of this Code, generally or with regard to any attachment referenced herein, (s)he should consult William J. Kelly, Mary Ann Iudice, or Kim Spence-Day.

July 2000

POLICY STATEMENT ON INSIDER TRADING

SECTION I.

Boston Partners Asset Management, L.P. ("BPAM") 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 Policy Statement is our commitment to protecting our clients' trust by deterring and detecting the misuse of material, nonpublic information in securities transactions.

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission can recover the profits gained or losses avoided through the violative trading, a penalty of up to three times the illicit windfall and an order permanently barring you from the securities industry. Finally, investors seeking to recover damages for insider trading violations may sue you.

Regardless of whether a government inquiry occurs, BPAM views seriously any violation of this Policy Statement. Disciplinary sanctions may be imposed on any person committing a violation, including, but not necessarily limited to, censure, suspension, or termination of employment.

This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handled by all "Access Persons" and "Employees" of BPAM.

"Access Person" means:
. any general partner entity of BPAM;
. any employee or Limited Partner of BPAM (or of any company in a control relationship to BPAM)

. 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 BPAM on behalf of its clients, or
. whose functions relate to the making of any recommendations with respect to such purchases or sales; or
. any other individual designated by the Compliance Department; and
. any natural person in a control relationship to BPAM who obtains information concerning recommendations made to a client with regard to the purchase or sale of Covered Securities by BPAM on behalf of its clients.

In addition, any spouse, minor children and adult members of an Access Person's household, or any person or organization (such as an investment club) with whom an Access Person has a direct or indirect beneficial interest, or any trusts of which an Access Person is trustee or in which he/she has a beneficial interest are included in the definition of Access Person.

"Employee," for purposes of this Policy Statement only, means any individual working for or providing professional services on behalf of BPAM who have not been identified as an Access Person, unless exempted by the Compliance Department.

In addition, any spouse, minor children and adult members of an Employee's household, or any person or organization (such as an investment club) with whom an Employee has a direct or indirect beneficial interest, or any trusts of which an Employee is trustee or in which he/she has a beneficial interest are included in the definition of Employee.

The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action of complex legal problems. You should direct any questions relating to the Policy Statement to William J. Kelly (617) 832-8280 immediately, if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur.

No person to whom this Policy Statement applies, including you, may trade, either personally or on behalf of others (such as investment companies and private accounts managed by BPAM), while in possession of material, nonpublic information; nor may such BPAM personnel COMMUNICATE material, nonpublic information to others in violation of the law. This section reviews principles important to the Policy Statement.

Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a company's securities. No simple "bright line" test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry.

Material information often relates to a company's results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about the WALL STREET JOURNAL'S Heard on the Street column.

Information is "public" when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones "tape" or the WALL STREET JOURNAL or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

Before executing any trade for yourself or others, including investment companies or private accounts managed by BPAM, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

a. Report the information and proposed trade immediately to William J. Kelly.

b. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by BPAM.

c. Do not communicate the information inside or outside of BPAM.

d. After BPAM has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm should take.

You should consult with William J. Kelly before taking any action. This degree of caution will protect you, your clients, and the firm.

For BPAM, contacts with public companies represent an important part of our research efforts. BPAM may make investment decisions on the basis of the firm's conclusions formed through such contacts and analysis of publicly- available information. Difficult legal issues arise, however, when, in the course of these contacts, an Access Person or Employee becomes aware of material, nonpublic information. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, BPAM must make a judgment as to its further contact. To protect yourself, your clients and the firm, you should contact William J. Kelly immediately if you believe that you may have received material, nonpublic information.

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Access Persons and Employees should

exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

SECTION II.

The following procedures have been established to aid Access Persons and Employees in avoiding insider trading, and to aid BPAM in preventing, detecting, and imposing sanctions against insider trading. Every Access Person and Employee must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and criminal penalties. If you have any questions about these procedures, you should consult William J. Kelly.

All Access Persons and Employees are subject to BPAM's Policy Statement on Personal Securities Transactions, including, but not limited to:

. Pre-clearance requirements for personal securities transactions;
. Prohibitions on certain securities transactions;
. Initial Holdings reporting requirements;
. Quarterly Transaction reporting requirements; and
. Annual Holdings reporting requirements.

Certain high-risk trading activities, if used in the management of an Access Person's or Employee's personal trading portfolio, are risky not only because of the nature of the securities transactions themselves, but also because of the potential that action necessary to close out the transactions may become prohibited during the pendency of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments such as option contracts to purchase ("call") or sell ("put") securities at certain predetermined prices. Access Persons and Employees should understand that short sales and trading in derivative instruments involve special risks -- derivative instruments, for example, ordinarily have greater price volatility than the underlying security. The fulfillment of the obligations owed by each individual to BPAM may heighten those risks. For example, if BPAM becomes aware of material, nonpublic information about the issuer of the underlying securities, Access Persons and Employees may find themselves "frozen" in a position in a derivative security. BPAM will not bear any losses resulting in personal accounts through the implementation of this Policy Statement.

Access Persons and Employees shall not disclose any nonpublic information (whether or not it is material) relating to BPAM or its securities transactions to any person outside BPAM (unless such disclosure is required by the Securities and Exchange Commission or any other regulatory or self-regulating organization to the extent required by law or regulation or unless disclosure is authorized by BPAM). Material, nonpublic information may not be communicated to anyone, including persons within BPAM, except as provided in Section I above. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing such information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private (for example, not by cellular telephone, to avoid potential interception).

SECTION III.

BPAM has assigned William J. Kelly the primary responsibility for the implementation and maintenance of BPAM's policy and procedures against insider trading.

To prevent insider trading, William J. Kelly, or a designated representative, will:

1. provide, on an as-needed basis, educational materials to familiarize Access Persons and Employees with BPAM's policy and procedures;

2. answer questions regarding BPAM's policy and procedures;

3. resolve issues of whether information received by an Access Person or Employee is material and nonpublic and determine what action, if any, should be taken;

4. review on a regular basis and update, as necessary, BPAM's policy and procedures;

5. when it has been determined that an Access Person or Employee of BPAM has material, nonpublic information: i) implement measures

to prevent dissemination of such information, and ii) if necessary, restrict Access Persons and Employees from trading the securities; and

6. promptly review, and either approve or disapprove, in writing, each request of an Access Person or Employee for clearance to trade in specified securities.

To detect insider trading, William J. Kelly, or a designated representative, will:

1. review the trading activity reports filed by each Access Person or Employee;

2. review the trading activity of investment companies and private accounts managed by BPAM;

3. review trading activity of BPAM's own account (if any proprietary account exists);

4. promptly investigate all reports of any possible violations of BPAM's Policy and Procedures to Detect and Prevent Insider Trading; and

5. coordinate the review of such reports with other appropriate directors, officers or employees of BPAM.

Promptly upon learning of a potential violation of BPAM's Policy and Procedures to Detect and Prevent Insider Trading, William J. Kelly, or a designated representative, will prepare a written report to management providing full details, which may include (1) the name of particular securities involved, if any, (2) the date(s) William J. Kelly learned of the potential violation and began investigating; (3) the accounts and individuals involved; (4) actions taken as a result of the investigation, if any; and (5) recommendations for further action.

On an as-needed or periodic basis, BPAM may find it useful for William J. Kelly, or a designated representative, to prepare a written report to the Policy Committee of BPAM setting forth some or all of the following:

a. a summary of existing procedures to detect and prevent insider trading;

b. a summary of changes in procedures made in the last year;

c. full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation;

d. an evaluation of the current procedures and a description of anticipated changes in procedures; and

e. a description of BPAM's ongoing educational procedures regarding insider trading.

BPAM will review the Policy Statement on Insider Trading annually and update any provisions and/or attachments which the General Partner deems require revision.

Upon employment, all Access Persons and Employees will be required to certify that they have:

1. Received a copy of the Policy Statement on Insider Trading;

2. Read and understand all provisions of and all attachments to the Policy; and

3. Agreed to serve the client in accordance with the terms of the Policy.

All Access Persons and Employees are required annually to:

1. Certify they have read and understand all provisions of the Policy; and

2. Agree to comply with all provisions of the Policy.

July 2000

POLICY STATEMENT ON PERSONAL SECURITIES TRANSACTIONS

Boston Partners Asset Management, L.P. ("BPAM") 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 Policy Statement is our commitment to protecting our clients' trust by deterring and detecting the inappropriate handling of personal securities transactions.

The following definitions describe the individuals and securities to which this Policy Statement applies.

"ACCESS PERSON" means:
. any general partner entity of BPAM;
. any employee or Limited Partner of BPAM (or of any company in a control relationship to BPAM)
. 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 BPAM on behalf of its clients, or
. whose functions relate to the making of any recommendations with respect to such purchases or sales; or
. any other individual designated by the Compliance Department; and
. any natural person in a control relationship to BPAM who obtains information concerning recommendations made to a client with regard to the purchase or sale of Covered Securities by BPAM on behalf of its clients.

In addition, any spouse, minor children and adult members of an Access Person's household, or any person or organization (such as an investment club) with whom an Access Person has a direct or indirect beneficial interest, or any trusts of which an Access Person is trustee or in which he/she has a beneficial interest are included in the definition of Access Person.

"EMPLOYEE," for purposes of this Policy Statement only, means any individual working for or providing professional services on behalf of BPAM who have not been identified as an Access Person, unless exempted by the Compliance Department.

In addition, any spouse, minor children and adult members of an Employee's household, or any person or organization (such as an investment club) with whom an Employee has a

direct or indirect beneficial interest, or any trusts of which an Employee is trustee or in which he/she has a beneficial interest are included in the definition of Employee.

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

"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 or, in general, any interest or investment commonly known as a security.

Covered Security does not include shares of open-ended mutual funds, 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").

The following provisions apply to both Access Persons and Employees:

Kim Spence-Day, Mary Ann Iudice, Bill Kelly, or from time-to-time, their appointed designee, may approve Covered Security, IPO, and Private Placement transactions.

UNLESS OTHERWISE NOTED, THE FOLLOWING PROHIBITIONS APPLY TO BOTH ACCESS PERSONS AND EMPLOYEES:

Multiple purchases/sales of the same or equivalent security will be viewed as a "bundled" transaction and the 30-day rule will be applied as of the last transaction date.

See Section D2 for exemptions. In addition, other exceptions may be permitted on a case-by-case basis when the circumstances of the situation strongly support an exemption; however, such exemptions may be withheld by BPAM in its sole discretion.

b. Access Persons are prohibited from purchasing or selling any Covered Security that is being actively considered for purchase or sale for client accounts. See Section D1 for exemptions.

c. Access Persons are prohibited from purchasing or selling any Covered Security that is also held in client accounts within 7 calendar days before or after a "Client Transaction."

"Client transaction" is defined as any trade across a multi-account product line whereby the Covered Security: 1) has been newly established, or 2) the percent holding has been increased or decreased, 3) or a new account is being funded and a significant position, as determined by Boston Partners, is being established.

See Section D1 for exemptions.

b. No participation in an investment club without prior written approval.

1. THE FOLLOWING TRANSACTIONS ARE EXEMPT FROM THE PRE-CLEARANCE PROVISIONS AS DEFINED IN SECTION B1 AND FROM THE BLACK OUT PERIOD PROVISIONS AS DEFINED IN SECTION C2.

a. Purchases and sales involving a long position in a common stock or a closed end fund when:
i) the market cap is in excess of $3 billion; AND
ii) the aggregate share amount across all beneficially owned accounts is 1,000 shares or less over a 30-day period.

b. Covered Security transactions executed on a fully discretionary basis by a Registered Investment Adviser (other than BPAM) on behalf of an Access Person or Employee and a letter stating such is maintained in the file.

c. Transactions, except for short transactions, by an Access Person acting as a portfolio manager for, or who has a beneficial interest in, an investment limited partnership or investment company where BPAM is the contractual investment adviser or for any account in which BPAM has a proprietary interest.

Pre-clearance is not required for subsequent short sale transactions to increase or decrease established positions.

2. THE FOLLOWING TRANSACTIONS ARE EXEMPT FROM THE BAN ON SHORT-TERM TRADING PROFITS AS DEFINED IN SECTION C1:

a. Covered Security transactions executed on a fully discretionary basis by a Registered Investment Adviser (other than BPAM) on behalf of an Access Person or Employee and a letter stating such is maintained in the file.

b. Transactions by an Access Person acting as a portfolio manager for, or who has a beneficial interest in, an investment limited partnership or investment company where BPAM is the contractual investment adviser or for any account in which BPAM has a proprietary interest.

3. THE FOLLOWING TRANSACTIONS ARE EXEMPT FROM ALL PRE-CLEARANCE AND BLACK OUT PERIODS PROVISIONS:

a. Purchases or sales effected in any account over which there is no direct or indirect influence or control;

b. Purchases or sales that are non-volitional such as margin calls, stock splits, stock dividends, bond maturities, automatic 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;

c. Systematic investment plans provided the Compliance Department has been previously notified of the participation in the plan; and

d. 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).

Reporting requirements shall consist of:

The report shall include the following:

a. 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;

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

c. The price at which the transaction was effected;

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

e. Factors relevant to a potential conflict of interest, including the existence of any substantial economic relationship between the transaction and securities held or to be acquired by an investment company, private account, or limited investment partnership managed by BPAM.

f. With respect to any account established by an Access Person during the quarter, the name of the broker, dealer, or bank with whom the account was established;

g. The date the account was established; and

h. The date the report is submitted.

Boston Partners Asset Management, L.P.

Compliance Department
P.O. Box 2188
Boston, MA 02106-2188

Kim Spence-Day will supervise the review of all statements and transaction confirmations to ensure the required pre-approvals were obtained and to verify the accuracy of the information submitted in the quarterly reports.

The report shall include the following:

a. The name of the security, the number of shares, and the 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 are 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 the report is submitted.

Kim Spence-Day will review all Initial Holdings Reports in an effort to monitor potential conflicts of interest.

The report shall include the following:

a. The name of the security, the number of shares, and the 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 securities are held for the direct or indirect benefit of the Access Person; and

c. The date the report is submitted.

Kim Spence-Day will review all Annual Holdings Reports in an effort to understand the full nature of the Access Person's current holdings.

BPAM will review the Policy Statement on Personal Securities Transactions annually and update any provisions and/or attachments, which the General Partner deems, require revision.

UPON EMPLOYMENT, ALL ACCESS PERSONS AND EMPLOYEES ARE REQUIRED TO:

1. Provide to Kim Spence-Day copies of all applicable brokerage account statements and confirmations for their first month of employment with BPAM.

2. Request brokers, dealers, and banks to direct duplicate copies of transaction confirmations as well as copies of periodic statements for all Covered Securities accounts to Boston Partners as designated in
Section E2.

3. Certify that they have read, understood, and will abide by all provisions contained in this Policy Statement.
4. In addition, Access Persons are required to submit an Initial Holdings Report as defined in Section E3.

ANNUALLY, ALL ACCESS PERSONS AND EMPLOYEES ARE REQUIRED TO:

1. Certify they have read, understood, and have abided by all the provisions of this Policy Statement over the past year.

2. In addition, Access Persons are required to submit an Annual Holdings Report as defined in Section E4.

Regardless of whether a government inquiry occurs, BPAM views seriously any violation of its Policy on Personal Securities Transitions. Disciplinary sanctions may be imposed on any person committing a violation, including, but not necessarily limited to, suspension or termination of trading privileges, censure, and suspension or termination of employment.

If any Access Person or Employee has any questions with regard to the applicability of the provisions of this Policy Statement, generally or with regard to any securities transaction(s), (s)he should consult William J. Kelly, Mary Ann Iudice, or Kim Spence-Day.

EXHIBIT (p)(3)

NUMERIC INVESTORS L.P.

COMPLIANCE MANUAL

July 10, 2000

by:

Daniel J. Lehan III, CFA

Chief Financial Officer

Compliance Officer

COMPLIANCE PROCEDURES FOR NUMERIC INVESTORS L.P. AND THE N/I FAMILY OF MUTUAL FUNDS

PURPOSE

The purpose of this document is to specify the responsibilities of all employees of Numeric Investors L.P. to comply with laws and regulations governing their conduct when trading securities for client accounts or for their own accounts. Such laws and regulations may be promulgated by Federal or state legislative statute, by a Federal or state agency having jurisdiction over the conduct of investment advisory services, or by the Institute for Chartered Financial Analysts, or its successor.

GENERAL CONCEPT

All employees of Numeric Investors L.P. shall conduct themselves in full compliance with all laws and regulations concerning the securities industry, in particular but not limited to, those laws and regulations governing "insider trading" and fiduciary responsibilities. Further, all employees shall conduct themselves in compliance within the spirit of the laws and guidelines set forth in this document. It shall be the responsibility of every employee to know said laws, regulations and guidelines.

Numeric wishes to achieve a reputation for the highest integrity. This requires that all employees adhere to a set of principles which 1) place the interests of our clients and 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 Numeric employees must not take inappropriate advantage of their positions. Consequently, violations of any of the laws or regulations referenced above or guidelines outlined below will not be tolerated.

Personal trading exposes the Firm and its employees to additional risks for which there exists no compensation. Failure to comply with all laws, regulations and guidelines may, depending on the circumstance, result in immediate dismissal from Numeric Investors L.P. For this reason, Numeric personnel (including on-site consultants) are encouraged to minimize the amount of trading of individual publicly held equity securities or derivatives for their personal accounts, or of non-Numeric accounts over which they exercise any degree of control or in which they have an economic interest, including accounts of immediate family members. Immediate family includes the following persons sharing the same household: child, stepchild, parents, spouse, sibling, mother- in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in- law and shall include adoptive relationships and any other relationship which the Compliance Officer determines could lead to the possible conflicts of interest or appearances of impropriety which this document is intended to prevent.

(Unless stated otherwise, reference in this document to "equity securities" and "derivatives" refers to publicly traded equity securities and publicly traded derivatives.)

TOPICS IN THIS MANUAL

1. INSIDER TRADING

2. RESTRICTIONS ON PERSONAL TRADING

INITIAL PUBLIC OFFERINGS

PRIVATE PLACEMENTS

BLACKOUT PERIODS AND TRADING PROCEDURES

BAN ON SHORT-TERM TRADING PROFITS

GIFTS

SERVICE AS A DIRECTOR

3. OTHER RESPONSIBILITIES

TIMELY REPORTING OF TRADES

EMPLOYEE'S RESPONSIBILITY TO KNOW THE RULES

EMPLOYEE'S RESPONSIBILITY TO REPORT VIOLATIONS

COMPLIANCE OFFICER RESPONSIBILITIES

4. FUTURES AND OPTION TRADING

5. PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

6. CLIENT COMPLAINTS

7. NUMERIC INVESTORS NEW EMPLOYEE COMPLIANCE CHECKLIST

INSIDER TRADING

All employees are responsible for ensuring that trades they execute for their own accounts or for client accounts not be made on the basis of "insider information". Numeric 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.

Accordingly, all Numeric employees must determine if their investment decision is made on the basis of information that is not in the public domain and if the source of such information, even if several people removed, had a fiduciary responsibility.

If a Numeric employee is making an investment decision at the suggestion of another party (a broker or friend, for instance) and the decision is influenced by non-public information supplied or suggested by this other party, the Numeric employee is responsible to ask the other party if the other party believes such information came from an "insider" with fiduciary responsibilities.

A Numeric employee trading for his or her own account with specific brokers must advise these brokers, in writing, that he/she specifically wishes not to be provided with such non-public information if the source of the information could possibly be breaching their fiduciary responsibilities.

RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

Numeric discourages personal trading of equity securities or derivatives. However, employees may seek approval from the Compliance Officer to trade such securities. With the exception of unique circumstances, approval for purchases or short sales of equity securities or derivatives will generally not be granted, even if the equity security or derivative is not held in clients' accounts and the equity security or derivative is not being contemplated for purchase or sale for clients' accounts. Approval for liquidations of existing positions will generally be granted, provided that the equity security or derivative is not being contemplated for purchase or sale for clients' accounts in the next five business days. If approval is granted, 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 Company, all personnel are prohibited from acquiring any securities in an initial public offering. Exceptions to this policy may be granted 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 Compliance Officer. Approval 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 investment company.

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 process Numeric 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.

Numeric Investors 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 Numeric as a firm. Accordingly, this requires that any trades which a Numeric employee undertakes for his or her own account, or for the account of any non-Numeric client, must be done so as not to disadvantage any Numeric client or to interfere with client portfolios in any way.

Any Numeric employee considering the sale or purchase of any common stock or equity derivative is required to ask the Compliance Officer if that stock or derivative is currently being bought or sold for clients' accounts or if that stock is being contemplated for purchase or sale for clients' accounts. The employee is prohibited from trading the security until explicit authorization is given by the Compliance Officer.

The employee may be given a special authorization to trade. However, if authorization is provided and the Portfolio Management staff decides that it wishes to trade in that security within the subsequent five trading days (not including the day the security was initially traded by the employee), it may, in its sole discretion, require the employee to assign his or her

trade executed earlier to the clients' portfolios. If the employee's original trade is unwound for any reason within the five day period subsequent the initial execution, but before the portfolio management staff has decided to allocate the trade to client accounts, the employee must disgorge any profit in the trade to the clients' accounts. If the employee trade has already passed the settlement date, the profits from that trade must be given up to a charitable organization of Numeric's choosing.

Ban on Short-Term Trading Profits. In addition to the blackout periods described above, Numeric prohibits all investment personnel from profiting in the purchase and sale, or sale and purchase, of securities or their equivalent within 60 calendar days. Any profits realized on such short-term trades will be required to be disgorged. The 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 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 $100 per person must be reported to the Compliance Officer. All invitations to events (sporting, theatre or otherwise) must be unsolicited.

Service as a Director. Investment personnel are prohibited from serving on boards of directors of publicly traded companies, absent prior authorization from the Compliance Officer, based on a determination that the board service would be consistent with the interests of the Company and its clients. Any personnel serving on a board will be isolated from the investment decision- making process by a "Chinese Wall."

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 Numeric Investors.

OTHER RESPONSIBILITIES

TIMELY REPORTING OF TRADES

Numeric employees trading any security (a "security," as defined within this section includes all types of equity or debt instruments but does not include shares of open end mutual funds, direct obligations of the US government, bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements and includes the n/i numeric mutual funds) for their own account must provide written confirmation of all trades to Numeric's Compliance Officer within five business days of the trade. Employees are also required to report transactions in securities in which Numeric has any direct or indirect beneficial ownership.

Employees must also provide the Compliance Officer with monthly summaries showing all trades of securities executed during the preceding month, within fifteen days of the end of the preceding month.

Further, employees must provide the Compliance Officer with a statement of all securities holdings both at the commencement of employment at Numeric, and annually thereafter.

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 company and were in conformance with all compliance procedures as specified in this manual.

Finally, employees should 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

Numeric 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 Compliance Officer or his designate 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, Numeric employees must have read and become familiar with this Compliance Manual 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 COMPLIANCE OFFICER

Numeric employees have an obligation to report to the 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 subject the employee to immediate dismissal. It is each employee's responsibility to know the laws and rules governing personal trading activity and the Company's business activities.

COMPLIANCE OFFICER RESPONSIBILITIES

It shall be the responsibility of the Compliance Officer to enforce the provisions of this document and to educate employees to their responsibilities herein. The Compliance Officer will provide new employees with a copy of this manual and of the CFA Code of Ethics and Standards of Conduct as soon as possible after they join the firm.

The Compliance Officer is responsible to stay 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.

The Compliance Officer will review all employee trading documents in a timely manner and take such action as this manual requires in regards to employee trading and conduct.

The Compliance Officer will maintain a set of records certifying that he has conducted the tasks required in this manual.

FUTURES AND OPTIONS TRADING

All futures and options trades must be reviewed by a partner, officer or director of Numeric Investors L.P. This review must be documented.

PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

All promotional material which describes Numeric Investors 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.

CUSTOMER COMPLAINTS

Customer complaints must be promptly reported to the Compliance Officer. The Compliance Officer is responsible for recording, investigating, and responding to all complaints. All complaints will be recorded in Numeric Investors L.P.'s complaint file.

NUMERIC INVESTORS 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 Numeric Investors Compliance Manual and the CFA Code of Ethics and Standards of Practice Handbook.

COMPLIANCE OFFICER:_________________________________________

DATE

I certify that I have read and understood the Numeric Investors Compliance Manual and the CFA Code of Ethics and Standards of Practice Handbook 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 Numeric Investors' 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 Numeric Investors' clients.

EMPLOYEE:___________________________________________________

DATE

Exhibit (p)(4)

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 Rule 204-2 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 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.

This Code of Ethics is adopted by the Board of Directors of the Firm. 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 Compliance officer of the Firm to report violations of this Code of Ethics to the Firm's Board of Directors.

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 Compliance Officer.

The Term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

1. trading by an insider, while in possession of material nonpublic information, or

2. trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or

3. communicating material nonpublic information to others.

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.

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:

. civil damages
. treble damages
. jail sentences
. fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited: and fines for the 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 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 Compliance Officer.

4. Upon a determination by the 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 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 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 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.

A. "Access Person" means any director, officer, general partner or Advisory Person (as defined below) of the Firm.

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. 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.

D. "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.

E. "Client" includes both private accounts managed by the Firm and Investment Companies as defined below.

F. "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.

G. "Covered Security" means a security as defined in Section 2(a)(36) of the Investment Company Act, except that it shall not include direct obligations of the Government of the United States, 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 and shares issued by open-end investment companies.

H. "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.

I. "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.

J. "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.

K. "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.

L. "Portfolio Manager" means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions.

M. 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.

A. Access Persons

1. No Access 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 Access 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 Access 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 Access 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.

B. Investment Personnel

1. In addition to the prohibitions contained in Section IV.A above, no Investment Personnel shall:

a) accept any gift or other thing of more than de minimis value ($100 or more) from any person or entity that does business with or on behalf of the Firm;

b) acquire any securities in an Initial Public Offering;

c) purchase any securities in a Limited Offering, without prior approval of the 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 Investment Personnel of Limited Offering shall be maintained as described below.

d) 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.

C. Portfolio Managers

1. In addition to the prohibitions contained in Sections IV.A and B, no Portfolio Manager shall:

a) 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 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 to each such person.

A. The prohibitions of Sections IV.A, IV.B and IV.C 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 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 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, 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.

A. Pre-clearance

1. All Access Persons shall receive prior written approval from the 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 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 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 Persons" status shall be entitled to clearance automatically from the 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 Compliance Officer of the Firm (a) the title, number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect beneficial ownership and (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. Information must be current as of a date no more than 30 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 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 Compliance Officers of the Firm.

D. Quarterly Reporting Requirements

1. Every Access Person shall report to the 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 10 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 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 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 Compliance Officer of the Firm pursuant to this Code of Ethics shall be confidential and shall be provided only to the officers 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.

F. Conflict of Interest

1. Every Access Person shall notify the 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.

A. The 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 Compliance Officer shall take appropriate measures to determine whether each Access Person has complied with the provisions of this Code of Ethics. The 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. 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.

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.

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 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.

Although exceptions to the Code will rarely, if ever, be granted, the 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. All such exceptions must be received in writing by the person requesting the exception before becoming effective. The 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.

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: _____________, 2000

Exhibit A

SCHNEIDER CAPITAL MANAGEMENT, LP

CODE OF ETHICS

INITIAL REPORT

To the Compliance Officer of Schneider Capital Management:

1. I hereby acknowledge receipt of a copy of the Code of Ethics for Schneider Capital Management, LP, 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:

--------------------------------------------------
  Title of         Number            Principal
  Security         of Shares         Amount
  --------         ---------         ------
--------------------------------------------------

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

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

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:

 NAME OF               BROKER                 DATE
 BROKER/BANK           BANK/ADDRESS           ESTABLISHED
-----------------------------------------------------------------------

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

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:______________________            Signature:_______________________________

                                       Print Name:______________________________

                                      -15-

                                                                       Exhibit B

SCHNEIDER CAPITAL MANAGEMENT, LP

CODE OF ETHICS

ANNUAL REPORT

To the 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 ____________, 2000, 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:

---------------------------------------------------------
 Title of                Number              Principal
 Security                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:

---------------------------------------------------------------
 NAME OF                 BROKER                 DATE
 BROKER/BANK             BANK/ADDRESS           ESTABLISHED
---------------------------------------------------------------

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

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:___________________            Signature:__________________________________

                                    Print Name:_________________________________

                                      -16-

                                                                       Exhibit C

SCHNEIDER CAPITAL MANAGEMENT, LP

Securities Transactions Report for the Calendar Quarter Ended:_________________

To the 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.

---------------------------------------------------------------------------------------------------------------------------
                                                                             Nature of               Broker/Dealer
                                                      Interest Rate         Transaction                or Bank
               Date of       Number of   Principal     and Maturity          (Purchase,              Through Whom
 Security    Transaction       Shares     Amount     Date (if applicable)   Sale, Other)     Price     Effected
 --------    -----------       ------     ------     --------------------   ------------     -----     --------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

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:

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.

Date:______________________        Signature__________________________

                                   Print Name_________________________

                                   Title:_____________________________

                                      -17-

                                                                       Exhibit D
                                                                          1 of 2

SCHNEIDER CAPITAL MANAGEMENT, LP

Securities Transactions Report Relating to Short Term Trading

For the Sixty Day Period from _____________________ to ________________________

To the 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.

--------------------------------------------------------------------------------
                                     Interest Rate
            Number of   Principal     and Maturity        Nature of Transaction
 Security     Shares      Amount   Date (if applicable)  (Purchase, Sale, Other)
 --------     ------      ------   --------------------  -----------------------
--------------------------------------------------------------------------------

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

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;

Exhibit D

SCHNEIDER CAPITAL MANAGEMENT, LP

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

                                      -19-

                                                                       Exhibit E

SCHNEIDER CAPITAL MANAGEMENT, LP

PRE-CLEARANCE NOTIFICATION

Date:________

To the Compliance Officer of Schneider Capital Management, LP:

I intend to transact the following:

BUY/SELL

SECURITY:______________________________________________________________________

SHARES/AMOUNT:_________________________________________________________________

APPROXIMATE PRICE:_____________________________________________________________

ONE NOTIFICATION FORM REQUIRED ON EACH SEPARATE TRANSACTION FOR FILES.

EXHIBIT (P)(5)

Bogle Investment Management, L.P.

COMPLIANCE MANUAL

PURPOSE

The purpose of this document is to specify the responsibilities of all employees of Bogle Investment Management, L.P. (BIM) to comply with laws and regulations governing their conduct when trading securities for client accounts or for their own accounts. Such laws and regulations may be promulgated by Federal or state legislative statute, by a Federal or state agency having jurisdiction over the conduct of investment advisory services, or by the Institute for Chartered Financial Analysts, or the AIMR.

GENERAL CONCEPT

All employees of Bogle Investment Management L.P. shall conduct themselves in full compliance with all laws and regulations concerning the securities industry, in particular but not limited to, those laws and regulations governing "insider trading" and fiduciary responsibilities. Further, all employees shall conduct themselves in compliance within the spirit of the laws and guidelines set forth in this document. It shall be the responsibility of every employee to know said laws, regulations and guidelines.

Bogle Investment Management wishes to achieve a reputation for the highest integrity. This requires that all employees adhere to a set of principles which
1) place the interests of our clients and 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. Consequently, violations of any of the laws or regulations referenced above or guidelines outlined below will not be tolerated.

(Unless stated otherwise, reference in this document to "securities" and "derivatives" refers to publicly traded equity securities and publicly traded derivatives. "Securities" also include any Bogle mutual fund but do not include any other mutual fund.)

TOPICS IN THIS MANUAL

1. INSIDER TRADING

2. RESTRICTIONS ON PERSONAL TRADING

INITIAL PUBLIC OFFERINGS

PRIVATE PLACEMENTS

BLACKOUT PERIODS AND TRADING PROCEDURES

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

COMPLIANCE OFFICER RESPONSIBILITIES

6. FUTURES AND OPTION TRADING

7. PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

8. CLIENT COMPLAINTS

9. BOGLE INVESTMENT MANAGEMENT NEW EMPLOYEE COMPLIANCE CHECKLIST

10. DISCLOSURE OF PERSONAL HOLDINGS

11. OTHER FORMS

INSIDER TRADING

All employees are responsible for ensuring that trades they execute for their own accounts or for 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.

Accordingly, all Bogle Investment Management employees must determine if their investment decision is made on the basis of information that is not in the public domain and if the source of such information, even if several people removed, had a fiduciary responsibility.

If a Bogle Investment Management employee is making an investment decision at the suggestion of another party (a broker or friend, for instance) and the decision is influenced by non-public information supplied or suggested by this other party, the Bogle Investment Management employee is responsible to ask the other party if the other party believes such information came from an "insider" with fiduciary responsibilities.

A Bogle Investment Management employee trading for his or her own account with specific brokers must advise these brokers, in writing, that he/she specifically wishes not to be provided with such non-public information if the source of the information could possibly be breaching their fiduciary responsibilities.

RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

Although Bogle Investment Management discourages personal trading of securities or derivatives, employees may wish to trade securities from time to time. Employees may seek approval from the Compliance Officer to trade such securities. 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 Company, all personnel are prohibited from acquiring any securities in an initial public offering. Exceptions to this policy may be granted 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 Compliance Officer. Approval 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 investment company.

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 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 common stock or equity derivative is required to ask the Chief Investment Officer if that stock or derivative is currently being bought or sold for clients' accounts, if that stock is currently held in clients' accounts, or if that stock is being contemplated for purchase or sale for clients' accounts. If so, the employee is prohibited from trading the security until explicit authorization is given by the Compliance Officer or the Chief Investment Officer, or until five trading days after all client portfolios have eliminated all holdings of the security.

If the stock is not held by Bogle Investment Management's clients 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 that security within the subsequent five trading days (not including the day the security was initially traded by the employee), it may, in its sole discretion, require the employee to assign his or her trade executed earlier to a charitable organization of Bogle Investment Management's choosing. If the employee's original trade is unwound for any reason within the five day period subsequent the initial execution, but before the portfolio management staff has decided to allocate the trade to client accounts, the employee must disgorge any profit in the trade to the charitable organization. If the employee trade has already passed the settlement date, the profits from that trade must be given up to a charitable organization of Bogle Investment Management's choosing.

If the requested security is held in Bogle Investment Management's client's portfolios, authorization will generally not be given to trade the security.

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. Any profits realized on such short- term trades will be required to be disgorged. The 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 or on behalf of Bogle Investment Management or has in the past or may in the future do business with Bogle Investment Management. All gifts with a value in excess of $25, and all gifts of tickets (of any value) must be approved by the Compliance Officer or his designee prior to acceptance, if practical, or as soon as possible thereafter. This policy excludes business meals, however, any meal with a cost in excess of $100 per person must be reported to the Compliance Officer. Any request for approval of a gift must be made in writing to the Compliance Officer or his designee.

SERVICE AS A DIRECTOR

Investment personnel are prohibited from serving on boards of directors of any publicly traded companies, absent prior authorization from the Compliance Officer, based on a determination that the board service would be consistent with the interests of the Company 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

Employees must also provide the Compliance Officer with monthly summaries showing all trades of securities executed during the preceding month, within fifteen days of the end of the preceding month.

Further, employees must provide the Compliance Officer with a statement of all securities holdings both at the commencement of employment at Bogle Investment Management, and annually thereafter.

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 company and were in conformance with all compliance procedures as specified in this manual. In the quarterly trade report, employees must also identify any broker, dealer, or bank with whom they maintain a trading account.

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 Compliance Officer or his/her designate 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 Compliance Manual 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 COMPLIANCE OFFICER

Bogle Investment Management employees have an obligation to report to the 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 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 Company's business activities.

COMPLIANCE OFFICER RESPONSIBILITIES

It shall be the responsibility of the Compliance Officer to enforce the provisions of this document and to educate employees to their responsibilities herein.

The Compliance Officer will provide new employees with a copy of this manual and of the CFA Code of Ethics and Standards of Conduct as soon as possible after they join the firm.

The 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 Compliance Officer will review all employee trading documents in a timely manner and take such action as this manual requires in regards to employee trading and conduct.

The Compliance Officer will maintain a set of records certifying that he has conducted the tasks required in this manual.

FUTURES AND OPTIONS TRADING

A partner, officer or director of Bogle Investment Management L.P must review all futures and options trades. This review must be documented.

PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

All promotional material which 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.

CUSTOMER COMPLAINTS

Customer complaints must be promptly reported to the Compliance Officer. The 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.

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 Compliance Manual and the CFA Code of Ethics and Standards of Practice Handbook.

COMPLIANCE OFFICER: DATE:

I certify that I have read and understood the Bogle Investment Management Compliance Manual and the CFA Code of Ethics and Standards of Practice Handbook 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.

EMPLOYEE: DATE:

DISCLOSURE OF PERSONAL HOLDINGS

This form is to be submitted by all employees upon commencement of employment and annually thereafter.

I hereby certify that the following is a complete list of the Securities in which I have a direct or indirect beneficial ownership:

Please also identify any broker, dealer, or bank with whom you maintain a trading account:

EMPLOYEE: DATE:

OTHER FORMS AVAILABLE FROM THE COMPLIANCE OFFICER

Trade Authorization Request

Gift Approval Request

Quarterly Report of Securities Transactions

Annual Certification

Note that trade confirms and monthly brokerage reports and/or account statements should also be submitted to the Compliance Officer per the guidelines set forth above.

Exhibit (P) (6)

PFPC DISTRIBUTORS, INC.
CODE OF CONDUCT
NOVEMBER 1, 2000

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

securities transaction that violates Section III (A) or (B) of the Code shall be disgorged as directed by the Committee.

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.")

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.

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.

The Designated Person in consultation with the Firm's Chief Legal Officer shall determine how the provisions of the Code shall be interpreted, and may from time to time establish administrative procedures to assist in carrying out the intent of the Code.

                                   APPENDIX A

                             LIST OF ACCESS PERSONS

            NAME                      TITLE                  ACCESS PERSON?
            ----                      -----                  -------------
Robert Crouse             Director                                 No*
Gary Gardner              Director, President & Chief              No*
                          Executive Officer
Joseph Gramlich           Chairman                                 No*
Francis Koudelka          Director, Vice President                 No*
Rita Adler                Vice President, Chief                    No*
                          Compliance Officer,
                          Assistant Secretary and
                          Assistant Clerk
Christine Ritch           Chief Legal Officer,                     No*
                          Secretary & Clerk
Craig Stokarski           Treasurer                                No*
Bradley Stearns           Assistant Secretary &                    No*
                          Assistant Clerk
Doug Castagna             Controller & Assistant                   No*
                          Treasurer

*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.

From:                                  Date Became Access Person:
--------------------------------------------------------------------------------
________________


                  Employee Name
-------------------------------

NOTE: This Report must be submitted to Compliance within 5 days of being designated a fund officer/access person.

NOTE: This Report must be submitted to Compliance within 5 days of being designated a fund officer/access person.

          Identity of Security Or  Cusip    Quantity    Value     Valuation
          -----------------------------------------------------------------

          Futures Contract                                           Date
---------------------------------------------------------------------------

NOTE: This Report must be submitted to Compliance within 5 days of being designated a fund officer/access person.

   Person Who           Description
   ----------           -----------


Owns the Security      of the Security                                       Valuation
-----------------      ---------------                                       ---------

   Or Futures           Or Futures            Cusip     Quantit      Value      Date      Custodian
   ----------           ----------            -----     -------      -----      ----      ---------

NOTE: This Report must be submitted to Compliance within 5 days of being designated a fund officer/access person.

      Contract             Contract                          y
      --------             --------                          -
(a) _____________      _______________        _______     _______     _____      ________    ________

(b) _____________      _______________        _______     _______     _____      ________    ________

(c) _____________      _______________        _______     _______     _____      ________    ________

(d) _____________      _______________        _______     _______     _____      ________    ________

NOTE: This Report must be submitted to Compliance within 5 days of being designated a fund officer/access person.

NOTE: This Report must be submitted to Compliance within 5 days of being designated a fund officer/access person.

To: All Employees who are Access Persons of PFPC Distributors, Inc.

Re: Personal Securities Transaction Report

--------------------------------------------------------------------------------
Date              Nature of         CUSIP                Issue Name,
     Principal           Number           Price at              Broker/Dealer
Of                Transaction       number               Class of Stock,
     Amount                   of         which           Bank/through
Transaction       (Purchase, Sale        for each              Interest Rate,
      of each                   Units or        Transaction    whom
                  Other)               Security       Maturity Date
      Security                  Shares        was effected  effected
                                                   (if applicable)
--------------------------------------------------------------------------------

     Print Name                 Dept #
     (Month/Date/Year)

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

NOTE: This Report must be submitted to Compliance within 5 days of being designated a fund officer/access person.

NOTE: This Report must be submitted to Compliance within 20 days after year-end.

NOTE: This Report must be submitted to Compliance within 20 days after year-end.

     Identity of Security Or      Cusip    Quantity    Value    Valuation
     -----------------------------------------------------------------------

        Futures Contract                      Date
        --------------------------------------------------------------------

(a)
----------------------------------------------------------------------------

NOTE: This Report must be submitted to Compliance within 20 days after year-end.

    Person Who         Description
    ----------         -----------

Owns the Security    of the Security                       Valuation
------------------   ----------------                      ---------

NOTE: This Report must be submitted to Compliance within 20 days after year-end.

  Or Futures          Or Futures
   Contract            Contract        Cusip    Quantity   Value  Date Custodian
   --------            --------        -----    --------   -----  ---- ---------
(a) _____________   _______________    _______  ________     ___  ___  ________

(b) _____________   _______________    _______  ________     ___  ___  ________

(c) _____________   _______________    _______  ________     ___  ___  ________

(d) _____________   _______________    _______  ________     ___  ___  ________

NOTE: This Report must be submitted to Compliance within 20 days after year-end.

Date:__________________________________________________________________________

NOTE: This Report must be submitted to Compliance within 20 days after year-end.

Annual Acknowledgement Form

1. PFPC Distributors, Inc. Code of Conduct

I am a representative of PFPC Distributors, Inc. I have received a copy of the PFPC Distributors, Inc. Code of Conduct.

I understand that I may not enter into any personal securities transactions on the basis of information with respect to fund portfolio transactions received in connection with my employment by, or association with, PFPC, until such information has become publicly available.

I acknowledge and fully understand my responsibilities as outlined in the PFPC Distributors, Inc. Code of Conduct.

I agree to submit written reports of my securities transactions within five days of the end of the calendar quarter should I become an "Access Person" as such term in defined in the Code of Conduct.

I understand that failure to timely remit my written report of personal securities transactions within the time required constitutes a breach of PFPC Distributors, Inc.'s Code of Conduct and may be reportable to PFPC Distributors, Inc.'s Board of Directors.

Full Name (print) _______________________________________________

Signature _______________________________________________

Date _______________________________________________

Please return your completed acknowledgement to: PFPC Distributors, Inc. Compliance Dept