AMENDMENT TO THE CUSTODIAN AGREEMENT

AMENDMENT, dated [_____] to the August 12, 1991 custody agreement (Agreement) between The Advisors' Inner Circle Fund (Fund), a Massachusetts business trust and First Union National Bank, a National Bank (First Union) (formerly, Corestates Bank, N.A.).

WHEREAS, the Fund desires to appoint First Union to provide custodian services related to maintaining the Fund's assets outside of the United States (Foreign Assets) on the terms and conditions contained herein to the Portfolios listed on Exhibit A, as may be amended from time to time;

WHEREAS, First Union desires to provide custodian services related to maintaining the Fund's assets outside of the United States (Foreign Assets) and perform the duties set forth herein on the terms and conditions contained herein.

NOW THEREFORE, in consideration of the mutual premises hereinafter contained in this Agreement, the Fund and First Union hereby agree as follows:

Section 1. Except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.

Section 2. The Agreement is amended by adding a new Section 18 as follows:

COMPLIANCE WITH SEC RULE 17F-5.

a. APPOINTMENT. The Fund hereby appoints First Union as Foreign Custody Manager to perform the responsibilities set forth in this Section 18 with respect to Foreign Assets, and First Union hereby accepts such appointment as a Foreign Custody Manager of the Fund. First Union agrees to fulfill its duties and perform its responsibilities hereunder in accordance with SEC Rule 17f-5.

b. STANDARD OF CARE. First Union shall use the reasonable care, prudence, and diligence a person having responsibility for the safekeeping of the assets of an investment company registered

under the 1940 Act would exercise in performing the responsibilities set forth in this Section 18.

c. SCOPE OF RESPONSIBILITIES AS FOREIGN CUSTODY MANAGER.

(i) SELECTION. Subject to the provisions of this Section 18, First Union shall place and maintain Foreign Assets in the care of one or more Eligible Foreign Custodians. In performing its responsibilities to place and maintain Foreign Assets with an Eligible Foreign Custodian, First Union shall determine that the Eligible Foreign Custodian will hold Foreign Assets in the exercise of reasonable care, based on the standards applicable to custodians in the jurisdiction or market in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:

(A) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, its security and data protection practices, settlement practices, and its Year 2000 and Euro conversion safeguards, preparations and precautions;

(B) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets and to protect Foreign Assets against the Eligible Foreign Custodian's insolvency;

(C) the Eligible Foreign Custodian's general reputation and standing; and

(D) whether the Fund will have jurisdiction over, and be able to enforce judgments against, the Eligible Foreign Custodian in the United States.

(ii) CONTRACTS. First Union shall ensure that the Fund's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with such Eligible Foreign Custodian. First Union shall determine that the written contract governing the foreign custody arrangements with each Eligible Foreign Custodian First Union selects will provide reasonable care for Foreign Assets held by that Eligible Foreign Custodian. Each written contract will include terms that provide:

(A) for indemnification and/or insurance arrangements such that the Fund will be adequately protected against the risk of loss of the Foreign Assets held in accordance with such contract;

(B) that the Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim for the Eligible Foreign Custodian's services under the contract or, in the case of cash deposits, liens or rights in favor of

creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws;

(C) that beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value, other than payments for the Eligible Foreign Custodian's services under the contract;

(D) that the Eligible Foreign Custodian will maintain adequate records identifying the Foreign Assets held under the contract as belonging to a Portfolio or as being held by a third party for the benefit of a Portfolio;

(E) that the Fund's independent public accountants will be given access to those records or confirmation of the contents of those records; and

(F) that the Fund will receive periodic reports with respect to the safekeeping of the Foreign Assets, including, but not limited to, notification of any transfer of the Foreign Assets to or from the account of a Portfolio or a third party account containing the Foreign Assets held for the benefit of a Portfolio.

or, in lieu of any or all of the terms set forth in (A) through (F) above, such other terms that First Union determines will provide, in their entirety, the same or greater level of care and protection for the Foreign Assets as the provisions set forth in (A) through (F) above in their entirety.

(iii) MONITORING. First Union will establish and maintain a system to monitor: (i) the appropriateness of maintaining assets with each Eligible Foreign Custodian; (ii) each Eligible Foreign Custodian's continuing compliance with the standards set forth in Rule 17f-5, and this Amendment; and (iii) Material Changes to the Fund's foreign custody arrangements, as defined in paragraph (d) below (the Monitoring System).

(iv) WITHDRAWING FUND ASSETS. In the event that a foreign custody arrangement no longer meets the terms and conditions set forth in SEC Rule 17f-5 or this Agreement, and place such foreign assets with another eligible foreign custodian. First Union will promptly notify the Fund as described in Section 18(c)(v). First Union is authorized to withdraw Foreign Assets.

(v) REPORTING REQUIREMENTS. First Union shall report the placement of Foreign Assets with an Eligible Foreign Custodian and non-Material Changes by providing a written report to the Board at the end of each calendar quarter. With respect to Material Changes, First Union shall provide the Board with a written report promptly after the occurrence of the Material Change. Material Changes include: a decision to remove all Foreign Assets from a particular sub-custodian; any event that may adversely and

materially affect an Eligible Foreign Custodian's financial or operational strength; First Union's inability to perform its duties in accordance with a standard of care under this Amendment; a change in control of an Eligible Foreign Custodian; the failure of an Eligible Foreign Custodian to comply with the standards in the Guidelines, the terms of Rule 17f-5, its contract governing the Fund's foreign custody arrangements or the established practices or procedures of a Securities Depository; any material change in any contract governing the Fund's foreign custody arrangements; any material change in the established practices or procedures of a Securities Depository; the failure of First Union or a foreign custody arrangement to meet the standards in Rule 17f-5 or this Amendment; any event that may adversely affect First Union's ability to comply with Rule 17f-5 or this Amendment; and a material change in any information provided to the Board regarding First Union's expertise in foreign custody issues and risks, First Union's use of third party experts to perform its foreign custody responsibilities, the Board's ability to monitor First Union's performance, First Union's financial strength or its ability to indemnify the Fund.

(vi) PROVISION OF INFORMATION. First Union shall provide to the Fund (or its investment manager) such information as is specified in Appendix 1-B hereto, as may be amended from time to time by the parties. The Fund hereby acknowledges that such information is solely designed to inform the Fund (or its investment manager) of market conditions and procedures, but is not intended to influence the Fund's investment decisions. First Union must use reasonable care in gathering such information. First Union agrees to promptly notify the Fund's investment adviser at the time that First Union becomes aware of a material change to the information provided or if First Union learns that any information previously provided is incomplete or inaccurate. At least annually, First Union will provide to the Fund a written statement as may reasonably be required to document its compliance with the terms of this Agreement, as well as information regarding the following factors: (i) First Union's expertise in foreign custody issues and risks; (ii) First Union's use of third party experts to perform its foreign custody responsibilities; (iii) the Board's ability to monitor First Union's performance; and (iv) First Union's financial strength and its ability to indemnify the Fund if necessary. With respect to each Eligible Foreign Custodian employed by the Fund under this Section 18(c)(vi), First Union agrees to provide to the Fund or its investment adviser any information it possesses regarding Country Risk or the risks associated with placing or maintaining Foreign Assets with the Eligible Foreign Custodian.

d. REPRESENTATIONS. The Fund hereby represents to First Union that (i) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund's execution or

performance under this Agreement. First Union hereby represents to the Fund that (i) it is a U.S. Bank with the full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly authorized, executed and delivered by First Union, constitutes a valid and legally binding obligation of First Union enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on First Union prohibits First Union's execution or performance of this Agreement; and (iii) First Union has established, and agrees to maintain during the term of this Agreement, the Monitoring System.

In addition to any express or implied warranties made in the Agreement, First Union hereby represents and warrants that each and every commercial and noncommercial hardware, software, firmware, mechanical, or electrical product (Product(s)) utilized, created, assembled, manufactured, developed, or modified in connection with any goods or services offered or provided under this Amendment shall, at no additional costs to the Fund, be able to store and process accurately any and all data reflected in the currency unit of the European Monetary Union, the Euro, and related to the Euro (including, but not limited to, calculating, comparing, storing, processing, recording, valuing, recognizing, validating, presenting, and sequencing). The Fund may, at no additional cost, require First Union to demonstrate compliance and/or compliance techniques and test procedures it intends to follow, or evidence of compliance by First Union and relevant third party vendors, consistent with the Euro-related representations, warranties, and obligations contained herein. These representations and warranties shall be in effect so long as the service(s) or Product(s) provided under this agreement are used by First Union or provided by First Union for the benefit of the Fund.

e. CONDITION PRECEDENT. As a condition precedent to First Union's performance under this Amendment, the Fund shall deliver to First Union a certificate from the Fund's secretary containing the resolution of the Board regarding the Board's determination that it is reasonable to rely on First Union to perform the delegated responsibilities provided for herein.

f. COUNTRY RISK. First Union's responsibilities under this Section 18 shall not include, or be deemed to include, any evaluation of Country Risks associated with investment in a particular country.

g. BEST CUSTOMER. If at any time First Union is or becomes a party to an agreement to serve as Foreign Custody Manager to an investment company that provides for either: (a) a standard of care with respect to the selection of Eligible Foreign Custodians in any jurisdiction higher than that set forth in Section 18(c) (i) or (ii) a standard of care with respect to exercise of First Union's duties other than that set forth in Section
18(b), First Union agrees to notify the Fund of this fact and to raise the applicable standard of care hereunder to the standard specified in such other agreement.

h. DIRECTION OF ELIGIBLE FOREIGN CUSTODIANS. The Fund may direct First Union to place and maintain Foreign Assets with a particular Eligible Foreign Custodian. In such event, First Union will have no duties under this
Section 18 with respect to such arrangement, except those included under
Section 18(c) (vi) and those that it may undertake specifically in writing.

i. COMPLIANCE WITH RULE 17F-7. First Union shall provide an analysis of the custody risks associated with maintaining the Fund's Foreign Assets with each Eligible Securities Depository used by Custodian prior to the initial placement of the Fund's Foreign Assets at such Depository and at which any Foreign Assets of Principal are held or are expected to be held. First Union shall monitor the custody risks associated with maintaining the Fund's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify the Fund or its adviser of any material changes in such risks. First Union shall exercise reasonable care, prudence and diligence in performing the requirements set forth in this Paragraph. Based on the information available to it in the exercise of diligence, First Union shall determine the eligibility under Rule 17f-7 of each Depository before including it on Appendix 1-A hereto and shall promptly advise the Fund if any Eligible Securities Depository ceases to be eligible.

j. TAX SERVICES.

(i) First Union shall apply for a reduction of withholding tax and any refund of any tax paid or tax credits that apply in each market in respect of income payments on Assets for the benefit of the Fund which First Union believes may be available to the Fund. If the Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, First Union shall, or shall instruct the applicable Eligible Foreign Custodian or withholding agent to, either withhold or pay such tax at such reduced rate or refrain from withholding or paying such tax, as appropriate. In the event that a reduced rate of, or exemption from, any tax is obtainable only by means of an application for refund, First Union shall, or shall instruct the applicable Eligible Foreign Custodian or withholding agent to, apply for such refund. The provision of tax services is conditional upon the Fund's provision to First Union of all documentary evidence as First Union shall reasonably require in connection with taxation, and the Fund warrants that when given, this information shall be true and correct in every material respect. The Fund undertakes to notify First Union immediately if any such information requires updating or amendment.

(ii) First Union and the applicable Eligible Foreign Custodian shall have no responsibility for the accuracy or validity of any forms or documentation the Fund

provides to First Union hereunder, and the Fund hereby indemnifies and agrees to hold harmless First Union and each Eligible Foreign Custodian in respect of any liability arising from any underwithholding or underpayment of any tax which results from the inaccuracy or invalidity of any such forms or other documentation.

(iii) First Union and the applicable Eligible Foreign Custodian shall not be liable to the Fund or any third party for any taxes, fines or penalties payable by the Fund or First Union, and shall be indemnified accordingly, whether these result form the Fund's or any third party's inaccurate completion of documents, or as a result of the Fund's or any third party's provision of inaccurate or misleading information or the withholding of material information, or as a result of any delay of any revenue authority or any other event beyond the control of First Union or any Eligible Foreign Custodian.

(iv) First Union shall perform tax reclaim services only for taxation levied by the revenue authorities of the countries notified to First Union from time to time, and First Union may, after notifying the Fund in writing, supplement or amend the markets in which it offers tax reclaim services. Other than as expressly provided in this clause
(iv), First Union shall have no responsibility for the Fund's tax position or status in any jurisdiction.

(v) First Union is authorized to deduct from any Property in the form of cash any taxes or levies required by any revenue or governmental authority under applicable law in respect of the Account.

k. DEFINITIONS.

"Board" means the board of trustees or board of directors, as applicable, of the Fund.

"Country Risk" means the systemic risks arising from holding assets in a particular country, including those arising from a country's financial infrastructure, prevailing custody and settlement practices; expropriation, nationalization or other governmental actions; and laws applicable to the safekeeping and recovery of assets held in custody in such country.

"Eligible Foreign Custodian" means an Eligible Foreign Custodian as defined in SEC Rule 17f-5(a)(1) and any other entity that the SEC qualifies as such by exemptive order, no-action relief, rule or other appropriate SEC action.

"Foreign Assets" means any Portfolio's investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolio's transactions in such investments.

"Foreign Custody Manager" means a Foreign Custody Manager as defined in SEC Rule 17f-5(a)(3).

"Portfolio" means each separate series of shares offered by the Fund representing interests in a separate portfolio of securities and other assets.

"SEC" means the U.S. Securities and Exchange Commission.

"Eligible Securities Depository" means any securities depository or clearing agency within the meaning of SEC Rule 17f-7(b)(1).

"U.S. Bank" means a U.S. bank as defined in SEC Rule 17f-5(a)(7).

"1940 Act" means the Investment Company Act of 1940.

l. AUTHORIZATION. Subject to the terms and conditions herein, First Union is hereby authorized to: (i) place and maintain Foreign Assets on behalf of the Fund with Eligible Foreign Custodians pursuant to a written contract determined appropriate by First Union in accordance with the terms and conditions herein and (ii) withdraw Foreign Assets from Eligible Foreign Custodians in accordance with the terms and conditions herein.

m. CONCERNING FIRST UNION

(i) For its services hereunder, the Fund agrees to pay to First Union such compensation and out-of-pocket expenses as shall be mutually agreed.

(ii) First Union shall have only such duties as are expressly set forth herein. In no event shall First Union be liable for any Country Risks associated with investments in a particular country.

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

IN WITNESS WHEREOF, the Fund and First Union have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

[_________________] FUND

By:

Title:

Tax Identification No.

FIRST UNION NATIONAL BANK

By:

Title:

EXHIBIT A

PORTFOLIOS

FMC Select Fund

APPENDIX 1-B

INFORMATION REGARDING COUNTRY RISK

1. To aid the Fund or its delegate in its consideration of Country Risks, First Union shall furnish the Fund annually and prior to the initial placing of Foreign Assets into a country, the following information:

a. Opinions of local counsel, both internal and concerning whether applicable foreign law would restrict the: (i) access afforded the Fund's independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country; (ii) Fund"s ability to recover its Foreign Assets in the event of the bankruptcy of an Eligible Foreign Custodian in that country; or (iii) Fund's ability to recover Foreign Assets that are lost while under the control of an Eligible Foreign Custodian located in that country.

b. Written information concerning: (i) the likelihood of expropriation, nationalization, freezes, or confiscation of the Fund's Foreign Assets and (ii) whether difficulties in converting the Fund"s cash and cash equivalents to U.S. dollars are reasonably foreseeable.

c. A market report with respect to the following topics: (i) securities regulatory environment; (ii) foreign ownership restrictions; (iii) foreign exchange; (iv) securities settlement and registration; (v) taxation; and (vi) compulsory depositories.

2. To aid the Fund in monitoring Country Risk, First Union shall furnish the Fund with the following information: [Market flashes], including with respect to changes in the information contained in the above market reports.

3. First Union shall furnish additional information customarily provided to other investment companies registered under the Investment Company Act of 1940 for which First Union provides foreign custody services.

4. First Union shall furnish additional information regarding Country Risks as the Fund may reasonably request from time to time.

CUSTODIAN AGREEMENT
(FOREIGN AND DOMESTIC SECURITIES)

This Custodian Agreement is made by and between THE ADVISORS' INNER CIRCLE FUND, a Massachusetts business trust ("Principal") and UNION BANK OF CALIFORNIA, N.A. ("Custodian"). Principal desires that Custodian hold and administer on behalf of Principal certain Securities (as herein defined). Principal intends that this Agreement be applicable to certain series of Principal as described on Appendix B to this Agreement, as may be amended from time to time as mutually agreed upon by the parties (each a "Fund"). Custodian is willing to do so on the terms and conditions set forth in this Agreement. Accordingly, Principal and Custodian agree as follows:

1. DEFINITIONS. Certain terms used in this Agreement are defined as follows:

1.1 "Account" means, collectively, each account maintained by Custodian pursuant to Paragraph 3 of this Agreement.

1.2 "Act" means the Investment Company Act of 1940, and the rules and regulations thereunder, all as amended from time to time by the U.S. Securities and Exchange Commission ("SEC").

1.3 "Appointed Person" means the individual(s) designated by Principal to initiate funds transfer instructions to Custodian in accordance with Paragraph 15 of this Agreement.

1.4 "Board" means the Board of Trustees of Principal.

1.5 "Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure, prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

1.6 "Eligible Foreign Custodian" ("Sub-Custodian", or collectively "Sub-Custodians") has the meaning set forth in section (a)(1) of Rule 17f-5 of the Act or that has otherwise been made exempt pursuant to an SEC exemptive order.

1.7 "Eligible Securities Depository", ("Depository", or collectively "Depositories") has the meaning set forth in section (b)(1) of Rule 17f-7 of the Act or that has otherwise been made exempt pursuant to an SEC exemptive order.

1.8 "Emerging Market" means each market so identified on Appendix A attached hereto.

1.9 "Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5 of the Act.

1.10 "Foreign Market" means each market so identified on Appendix A attached hereto.

1.11 "Investment Manager" means an investment advisor or manager identified by Principal in a written notice to Custodian as having the authority to direct Custodian regarding the management, acquisition, or disposition of Securities.

1.12 "Monitoring System" means the policies and procedures established by Custodian to fulfill its duties to monitor the custody risks associated with maintaining securities with a Sub-Custodian or Depository on a continuing basis, pursuant to this Agreement.

1.13 "Rule 17f-5" means ss.270.17(f)-5 of the Act, as amended from time to time.

1.14 "Rule 17f-7" means ss.270.17(f)-7 of the Act, as amended from time to time.

1.12 "Securities" means domestic or foreign securities or both within the meaning of ss.2(a)(36) of the Act and regulations issued by the SEC under ss.270.17(f) of the Act, as amended, which are held by Custodian in the Account, and shall include cash of any currency or other property of Principal and all income and proceeds of sale of such securities or other property of Principal.

2. REPRESENTATIONS

2.1 Principal represents that with respect to any Account established by Principal to hold Securities, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein.

2.2 Custodian represents that it (I) is organized under the laws of the United States and has its principal place of business in the United States; (II) is a bank within the meaning of ss.202(a)(2) of the Investment Advisers Act of 1940 and ss.2(a)(5) of the Act, as amended; and (III) has equity capital in excess of $1 million.

3. ESTABLISHMENT OF ACCOUNTS. Principal hereby establishes with Custodian, and may in the future establish, one or more Accounts in Principal's name. The Account shall consist of Securities delivered to and receipted for by Custodian or by any Sub-Custodian. Custodian, in its sole discretion, may reasonably refuse to accept any property now or hereafter delivered to it for inclusion in the Account. Principal shall be

notified promptly of such refusal and any such property shall be immediately returned to Principal.

4. CUSTODY. Subject to the terms of this Agreement, Custodian shall be responsible for the safekeeping and custody of Securities. Custodian may (I) retain possession of all or any portion of Securities, including possession in a foreign branch or other office of Custodian; or (II) retain, in accordance with Paragraph 5 of this Agreement, one or more Sub-Custodians to hold all or any portion of the Securities. Custodian and any Sub-Custodian may, in accordance with Paragraph 6 of this Agreement, deposit definitive or book-entry Securities with one or more Depositories.

4.1 If Custodian retains possession of Securities, Custodian shall ensure the Securities are at all times properly identified as being held for the appropriate Account. Custodian shall segregate physically the Securities from other securities or property held by Custodian. Custodian shall not be required to segregate physically the Securities from other securities or property held by Custodian for third parties as Custodian, but Custodian shall maintain adequate records showing the true ownership of the Securities.

4.2 If Custodian deposits Securities with a Sub-Custodian, Custodian shall maintain adequate records showing the identity and location of the Sub-Custodian, the Securities held by the Sub-Custodian, and each Account to which such Securities belong.

4.3 If Custodian or any Sub-Custodian deposits Securities with a Depository, Custodian shall maintain, or shall cause the Sub-Custodian to maintain, adequate records showing the identity and location of the Depository, the Securities held by the Depository, and each Account to which such Securities belong.

4.4 If Principal directs Custodian to deliver certificates or other physical evidence of ownership of Securities to any broker or other party, other than a Sub-Custodian or Depository employed by Custodian for purposes of maintaining the Account, Custodian's sole responsibility shall be to exercise care and diligence in effecting the delivery as instructed by Principal. Upon completion of the delivery, Custodian shall be discharged completely of any further liability or responsibility with respect to the safekeeping and custody of Securities so delivered.

4.5 Custodian shall ensure that (I) the Securities will not be subject to any right, charge, security interest, lien, or claim of any kind in favor of Custodian or any Sub-Custodian except for Custodian's expenses relating to the Securities' safe custody or administration or, in the case of cash deposits, liens or rights in favor of the creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar laws, and (II) the beneficial ownership of the Securities will be freely transferable without the payment of money or value other than for safe custody or administration.

4.6 Principal or its designee, shall have reasonable access upon reasonable notice during regular business hours to the books and records, or shall be given confirmation of the contents of the books and records, maintained by Custodian or any Sub-Custodian holding Securities hereunder to verify the accuracy of such books and records. Custodian shall notify Principal promptly of any applicable law or regulation in any country where Securities are held that would restrict such access or confirmation.

5. SUB-CUSTODIANS; CUSTODIAN AS FOREIGN CUSTODY MANAGER. Principal, by resolution adopted by its Board, hereby delegates to the Custodian, subject to section (b) of Rule 17f-5, the responsibilities set forth below with respect to Securities of the Fund held outside the United States ("Foreign Assets"), and the Custodian hereby accepts such delegation as the Foreign Custody Manager with respect to the Fund.

5.1 SCOPE OF DELEGATED RESPONSIBILITIES:

5.1.1 SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Paragraph 5, the Foreign Custody Manager may place and maintain Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Appendix A to this Agreement, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place and maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the market in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in section
(c)(1) of Rule 17f-5.

5.1.2 CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of section (c)(2) of Rule 17f-5.

5.1.3 MONITORING. In each case where the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with subparagraph (c) below.

5.2 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Paragraph 5, the Fund (or its Investment Manager) shall be deemed to have considered the Country Risk as is incurred by placing and maintaining Foreign Assets

in each country for which the Custodian is serving as Foreign Custody Manager of the Fund. To aid the Fund (or its Investment Manager) in monitoring Country Risk, Custodian shall provide the Fund (or its Investment Manager) the following information relating to Country Risk: (a) at least annually, opinions of local counsel concerning whether applicable foreign law would restrict the access afforded to Principal's independent public accountants to books and records kept by an eligible foreign custodian located in that country; whether applicable foreign law would restrict the Customer's ability to recover its Foreign Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country; whether applicable foreign law would restrict the Customer's ability to recover Foreign Assets that are lost while under the control of an Eligible Foreign Custodian located in the country; and (b) periodic market reports with respect to securities settlement and registration, taxation, and depositories (including depository evaluation), if any. Custodian may also periodically provide the Fund (or its Investment Manager) the following information relating to Country Risk, as such information is received by Custodian: (y) written information concerning each foreign country's practices with regard to expropriation, nationalization, freezes, or confiscation of financial assets; or whether difficulties in converting the Fund's cash and cash equivalents to U.S. dollars are reasonably foreseeable; (z) market reports with respect to each foreign country's securities regulatory environment, foreign ownership restrictions, or foreign exchange practices. Principal hereby acknowledges that: (i) such information is solely designed to inform the Fund (or its Investment Manager) of market conditions and procedures and is not intended to be considered comprehensive or as a recommendation to invest or not invest in particular markets; (ii) Custodian is not the primary source of the information and has gathered the information from sources it considers reliable, but that Custodian shall have no responsibility for inaccuracies or incomplete information.

5.3 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Appendix A at the end of the calendar quarter in which an amendment to such Appendix has occurred. The Foreign Custody Manager shall make written reports promptly notifying the Board of any other material change in the foreign custody arrangements of the Fund or at such other times as the Board deems reasonable and appropriate.

5.4 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER. In performing its delegated responsibilities, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

5.5 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to Principal that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Principal represents to the Custodian that the Board has determined,

based on information provided to it by the Custodian, that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as Foreign Custody Manager of the Fund.

6. DEPOSITORIES; COMPLIANCE WITH RULE 17F-7. Custodian shall provide an analysis of the custody risks associated with maintaining Principal's Foreign Assets with each Eligible Securities Depository used by Custodian prior to the initial placement of Principal's Foreign Assets at such Depository and at which any Foreign Assets of Principal are held or are expected to be held. Custodian shall monitor the custody risks associated with maintaining Principal's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks. Custodian shall exercise reasonable care, prudence and diligence in performing the requirements set forth in this Paragraph. Based on the information available to it in the exercise of diligence, Custodian shall determine the eligibility under Rule 17f-7 of each Depository before including it on Appendix A hereto and shall promptly advise Principal if any Eligible Securities Depository ceases to be eligible. For purposes of this Paragraph 6, the Fund (or its Investment Manager) shall be deemed to have considered the Country Risk as is incurred by placing and maintaining Foreign Assets in each country in which each such Eligible Securities Depository operates.

7. REGISTRATION. Subject to any specific instructions from Principal, Custodian shall hold or cause to be held all Securities in the name of (I) Principal, or
(II) Custodian, or any Sub-Custodian pursuant to Paragraph 5 or Depository pursuant to Paragraph 6 of this Agreement, or in the name of a nominee of any of them, as Custodian shall determine to be appropriate under the circumstances.

8. TRANSACTIONS. Principal or any Investment Manager from time to time may instruct Custodian (which in turn shall be responsible for giving appropriate instructions to any Sub-Custodian or Depository) regarding the purchase or sale of Securities in accordance with this Paragraph 8:

8.1 Custodian shall effect and account for each Securities and currency sale on the date such transaction actually settles; provided, however, that Principal may in its sole discretion direct Custodian, in such manner as shall be acceptable to Custodian, to account for Securities and currency purchases and sales on contractual settlement date, regardless of whether settlement of such transactions actually occurs on contractual settlement date. Principal may, from time to time, direct Custodian to change the accounting method employed by Custodian in a written notice delivered to Custodian at least thirty (30) days prior to the date a change in accounting method shall become effective.

8.2 Custodian shall effect purchases by charging the Account with the amount necessary to make the purchase and effecting payment to the seller or broker for the securities or other property purchased. Custodian shall have no liability of any kind to

any person, including Principal, except in the case of negligent or intentional tortuous acts, or willful misconduct, if the Custodian effects payment on behalf of Principal, and the seller or broker fails to deliver the securities or other property purchased. Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian and due diligence in examining and verifying the certificates or other indicia of ownership of the property purchased before accepting them.

8.3 Custodian shall effect sales by delivering certificates or other indicia of ownership of the Property, and, as instructed, shall receive cash for such sales. Custodian shall have no liability of any kind to any person, including Principal, if Custodian exercises due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment.

8.4 If a purchase or sale is effected through a Depository, Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian and due diligence in verifying proper consummation of the transaction by the Depository.

8.5 Principal or, where applicable, Investment Manager, is responsible for ensuring that Custodian receives timely instructions and/or funds to enable Custodian to effect settlement of any purchase or sale of Securities or Currency Transactions. If Custodian does not receive such timely instructions or funds, Custodian shall have no liability of any kind to any person, including Principal, for failing to effect settlement. However, Custodian shall use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions. Principal shall be liable for interest compensation and/or principal amounts to Custodian and/or its counterparty for failure to deliver instructions or funds in a timely manner to effect settlements of foreign exchange funds movement.

8.6 At the direction of Principal or the Investment Manager, as the case may be, Custodian shall convert currency in the Account to other currencies through customary channels including, without limitation, Custodian or any of its affiliates, as shall be necessary to effect any transaction directed by Principal or the Investment Manager. Principal or the Investment Manager, as the case may be, acknowledges that (I) the foreign currency exchange department is a part of Custodian or one of its affiliates or subsidiaries; (II) the Account is not obligated to effect foreign currency exchange with Custodian; (III) Custodian will receive benefits for such foreign currency transactions which are in addition to the compensation which Custodian receives for administering the Account; and (IV) Custodian will make available the relevant data so that Principal or the Investment Manager, as the case may be, can determine that the foreign currency exchange transactions are as favorable to the Account as terms generally available in arm's length transactions between unrelated parties.

8.7 Custodian shall have no responsibility to manage or recommend investments of the Account or to initiate any purchase, sale, or other investment

transaction in the absence of instructions from Principal or, where applicable, an Investment Manager.

9. MARKET TRANSACTIONS; SETTLEMENT DATES. Custodian has identified certain Foreign Markets and certain Emerging Markets in Appendix A of this Agreement, which Custodian may amend in writing to Principal from time to time.

9.1 Principal agrees that all settlements of Securities transactions shall be transacted in accordance with the local laws, customs, market practices and procedures to which Sub-Custodians and Depositories are subject in each Foreign and Emerging Market.

9.2 Notwithstanding the foregoing Paragraph 8, Principal understands and agrees that settlement of Securities transactions is available only on an actual settlement date basis in certain Emerging Markets, which are identified in Appendix A, and as may be amended by Custodian in writing to Principal from time to time.

9.2.1 For Emerging Markets with actual settlement dates, cash of any currency deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the actual business day on which funds of good value are available to Sub-Custodian in the Account.

9.2.2 For Emerging Markets with actual settlement dates, Securities deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the actual business day on which such Securities are held in the nominee name or are otherwise subject to the control of, and in a form for good delivery by, the Sub-Custodian.

10. CAPITAL CHANGES; INCOME.

10.1 Custodian may, without further instructions from Principal or any Investment Manager, exchange temporary certificates and may surrender and exchange Securities for other securities in connection with any reorganization, recapitalization, or similar transaction in which the owner of the Securities is not given an option. Custodian has no responsibility to effect any such exchange unless it has received actual notice of the event permitting or requiring such exchange at its office designated in Paragraph 17 of this Agreement or at the office of its designated agents.

10.2 Custodian, or its designated agents, are authorized, as Principal's agent, to surrender against payment maturing obligations and obligations called for redemption, and to collect and receive payments of interest and principal, dividends, warrants, and other things of value in connection with Securities. Except as otherwise provided in Subparagraph 18.4 of this Agreement, Custodian or its designated agents shall not be obligated to enforce collection of any item by legal process or other means.

10.3 Custodian or its designated agents are authorized to sign for Principal all declarations, affidavits, certificates, or other documents that may be required to collect or receive payments or distributions with respect to Securities. Custodian or its designated agents are authorized to disclose, without further consent of Principal, Principal's identity to issuers of Securities, or the agents of such issuers, who may request such disclosure.

11. NOTICES RE ACCOUNT SECURITIES. Custodian shall notify Principal or, where applicable, the Investment Manager, of any reorganization, recapitalization, or similar transaction not covered by Paragraph 10, and any subscription rights, proxies, and other shareholder information pertaining to the Securities actual notice of which is received by Custodian at its office designated in Paragraph 17 of this Agreement or at the offices of its designated agents. Custodian's sole responsibility in this regard shall be to give such notices to Principal or the Investment Manager, as the case may be, within a reasonable time after Custodian receives them, and Custodian shall not otherwise be responsible for the timeliness of such notices. Custodian has no responsibility to respond or otherwise act with respect to any such notice unless and until Custodian has received appropriate instructions from Principal or the Investment Manager.

12. TAXES. Custodian shall pay or cause to be paid from the Account all taxes and levies in the nature of taxes imposed on the Account or the Securities thereof by any country. Custodian will use its best efforts to give the Investment Manager advance written notice of the imposition of such taxes. However, Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Securities or the income thereof that are available under applicable tax laws, treaties, and regulations.

13. CASH. Principal may from time to time, direct Custodian to hold Account cash in The HighMark(SM) Group of mutual funds or in any investment company for which Custodian or its affiliates or subsidiaries, acts as investment advisor or custodian, or provides other services. Principal shall designate the particular HighMark fund or such other above-mentioned fund that Principal deems appropriate for the Account. Principal or an Investment Manager, where applicable, acknowledges that Custodian will receive fees for such services which will be in addition to those fees charged by Custodian as agent for the Account.

14. REPORTS. Custodian shall give written reports to Principal showing (I) each transaction involving Securities effected by or reported to Custodian; (II) the identity and location of Securities held by Custodian as of the date of the report; (III) any transfer of location of Securities not otherwise reported; and
(IV) such other information as shall be agreed upon by Principal and Custodian. Unless otherwise agreed upon by Principal and Custodian, Custodian shall provide the reports described in this Paragraph 14 on a monthly basis.

15. INSTRUCTIONS FROM PRINCIPAL.

15.1 Principal shall certify or cause to be certified to Custodian in writing the names and specimen signatures of all persons authorized to give instructions, notices, or other communications on behalf of Principal or any Investment Manager. Such certification shall remain effective until Custodian receives notice to the contrary.

15.2 Principal or authorized Investment Manager, as the case may be, may give instruction, notice, or other communication called for by this Agreement to Custodian in writing, or by telecopy, telex, telegram, or other form of electronic communication acceptable to Custodian. Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. Principal or Investment Manager may give and Custodian may accept oral instructions on an exception basis; provided, however, that Principal or Investment Manager shall promptly confirm any oral communications in writing or by telecopy or other means permitted hereunder. Principal will hold Custodian harmless for the failure of Principal or Investment Manager to send confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Custodian's failure to produce such confirmation at any subsequent time. Custodian may electronically record any instruction given by telephone, and any other telephone discussions with respect to the Custody Account.

15.3 All such communications shall be deemed effective upon receipt by Custodian at its address specified in Paragraph 17 of this Agreement, as amended from time to time. Custodian without liability may rely upon and act in accordance with any instruction that Custodian using ordinary care believes has been given by Principal or an Investment Manager.

15.4 Custodian may at any time request instructions from Principal and may await such instructions without incurring liability. Custodian has no obligation to act in the absence of such requested instructions, but may, however, without liability take such action as it deems appropriate to carry out the purposes of this Agreement.

16. FUNDS TRANSFER INSTRUCTIONS.

16.1 Principal authorizes Custodian to act upon instructions for the transfer of funds from the Account to any other account(s) of Principal or to any third party when such instructions are received from Principal or Principal's Appointed Persons and which have been authenticated by Custodian in accordance with the securities procedures agreed to by Principal as set forth in Subparagraph 15.2 hereof.

16.2 Principal agrees to the security procedure(s) offered by Custodian to authenticate, amend, and request cancellation of funds transfer instructions as set forth below. If a funds transfer instruction received by Custodian purports to have been transmitted or authorized by Principal, it will be deemed effective as Principal's instruction if Custodian followed the security procedure(s) set forth below:

16.2.1 AUTHENTICATED ELECTRONIC INSTRUCTION. Funds transfer instructions received by Custodian via secured electronic systems, e.g., Telex, Swift, etc. carry the same force as if Principal or the Appointed Person gave such instruction directly.

16.2.2 STANDING INSTRUCTION FOR FUNDS TRANSFERS. If Principal instructs Custodian in writing to initiate funds transfers to any account(s) of Principal or to any designated third party beneficiary under standing instructions, Custodian will perform no call-back for such Custodian initiated funds transfers.

16.2.3 REPETITIVE FUNDS TRANSFERS. Repetitive funds transfers may be initiated via facsimile by Principal or Appointed Person after Custodian has performed an initial call back to a different Appointed Person to verify the repetitive transfer information. Upon receiving each funds transfer request, Custodian will verify that the individual whose signature appears on the funds transfer request is an Appointed Person, and that the repetitive payment destination matches the beneficiary data on the initial authorization.

16.2.4 NON-REPETITIVE FUNDS TRANSFERS. Non-repetitive funds transfers may be initiated via facsimile by Principal or Appointed Person after Custodian has performed a call back to a different Appointed Person and has verified that the individual whose signature appears on the funds transfer request is an Appointed Person. If Principal selects this security procedure for non-repetitive funds transfers, Principal acknowledges that Principal may assume a greater risk of unauthorized transfers than with the other procedures offered by Custodian.

16.3 Custodian will use its best efforts to execute each properly authorized funds transfer instructions on the day of receipt if Custodian receives the instruction and is able to authenticate it before Custodian's cut-off time, and the day of receipt is a funds transfer business day for Custodian and the transmission facility selected. Custodian may change its cutoff time without prior notice to Principal.

16.4 Custodian at its sole discretion may reject any funds transfer instruction which (I) exceeds the collected and available funds on deposit in the Account; (II) is not authenticated to Custodian's satisfaction or which Custodian believes may not be authorized by Principal; (III) contains incorrect, inconsistent, ambiguous, or missing information; (IV) involves funds which are subject to a lien, security interest, claim, hold, dispute, or legal process prohibiting withdrawal. Custodian shall incur no liability to Principal for any loss occasioned by Custodian's refusal, with or without notice to Principal, to honor any funds transfer instructions.

16.5 If there are insufficient available funds in the Account to cover Principal's obligations under this Agreement, Custodian may at is sole discretion choose to complete funds transfers initiated by Principal, and Principal agrees to immediately

repay Custodian the amount of any overdraft created thereby plus any overdraft charges imposed in connection therewith, without notice or demand to Principal.

16.6 If Principal's transfer instructions identifies the beneficiary, the beneficiary's bank, or an intermediary bank by name and an account or other identifying number, Custodian and subsequent parties to the funds transfer may act solely on the basis of such number, even if the name and number do not agree.

16.7 Principal shall have no right to cancel or amend a funds transfer instruction after its receipt by Custodian. However, Custodian shall use reasonable efforts to act on a request by Principal to cancel or amend an instruction prior to executing it, but shall have no liability if cancellation or amendment is not effected.

16.8 Except as otherwise required by the California Commercial Code, Custodian shall not be responsible for any loss or liability arising in connection with this Paragraph 16 from (I) any inaccuracy, act or failure to act on the part of any person not within Custodian's reasonable control, including, without limitation, the failure of other financial institutions to provide accurate or timely information to Custodian or Principal; (II) the failure of other financial institutions to accept payment orders; (III) Principal's negligence or breach of this Agreement; (IV) any ambiguity or inaccuracy in any instruction or in the information set forth in this Agreement given to Custodian by Principal; or (V) any error, failure or delay in execution of any funds transfer instruction, or cancellation or amendment, including without limitation, any inoperability of computer or communication facilities, or other circumstances beyond Custodian's reasonable control. Provided that Custodian has complied with this Paragraph 16, Principal agrees to indemnify and hold Custodian and its directors, officers, employees, agents and attorneys harmless against any claim of any third party arising from or in connection with this Agreement or Custodian's performance of funds transfer services for Principal. Principal agrees to take any and all reasonable actions to mitigate any potential or actual Custodian loss or liability under this Paragraph 16.

17. ADDRESSES. Until further notice from either party, all communications called for under this Agreement shall be addressed as follows:

IF TO PRINCIPAL:

THE ADVISORS' INNER CIRCLE FUND
C/o SEI Investments, Inc.

Legal Department
Attn: William E. Zitelli, Jr.

One Freedom Valley Drive
Oaks, PA 19456

Telephone: (610) 676-2915

Telecopier: (484) 676-2915

IF TO CUSTODIAN:

UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION

Union Bank of California Global Custody Attn: Mr. Carl E. Schultz, Senior Vice President 475 Sansome Street, 15th Floor San Francisco, California 94111

Telephone: (415) 291-7685 Telecopier: (415) 291-7697 Telex (Answerback): 215748/MBCTD UR

18. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES:

18.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own.

18.2 Custodian (I) shall not be required to maintain any special insurance for the benefit of Principal, and (II) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of Principal. Under no circumstances shall Custodian be liable for any consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Agreement.

18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by Principal or an Investment Manager, where applicable, as the

same shall be reflected in instructions to Custodian from Principal or any Investment Manager.

18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees).

18.5 With respect to legal proceedings referred to in Subparagraph 18.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

19. INDEMNITIES.

19.1 Principal hereby agrees to indemnify Custodian against all liability, claims, demands, damages, losses, and costs, including reasonable attorneys' fees and expenses of legal proceedings, resulting from Custodian's compliance with instructions from Principal or any Investment Manager and the terms of this Agreement, except where Custodian has acted with negligence or willful misconduct.

19.2 Custodian's right to indemnity under Subparagraph 19.1 of this Agreement shall survive the termination of this Agreement.

20. COMPENSATION; EXPENSES. Principal shall reimburse Custodian for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the administration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 18.5 of this Agreement. Principal also shall pay Custodian reasonable compensation for its services hereunder as specified in Appendix B. Custodian shall be entitled to withdraw such expenses or compensation from the Account if Principal fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to Principal; provided, however, that Custodian will give Principal ten
(10) days prior written notice before withdrawing such funds.

21. AMENDMENT; TERMINATION. This Agreement may be amended at any time by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Upon such termination, Custodian shall deliver or cause to be delivered the Securities, less any amounts due and owing to Custodian under this Agreement, to a successor custodian designated by Principal or, if a successor custodian has not accepted an appointment by the effective date of termination of the Account, to Principal. Upon completion of such delivery Custodian shall be discharged of any further liability or responsibility with respect to the Securities so delivered.

22. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors in interest. Without consent of the parties, this agreement cannot be assigned to any third party.

23. GOVERNING LAW. The validity, construction, and administration of this Agreement shall be governed by the applicable laws of the United States from time to time in force and effect and, to the extent not preempted by such laws of the United States, by the laws of the State of California.

24. PRINCIPAL'S AGREEMENT AND DECLARATION OF TRUST. Principal is a business trust organized under Massachusetts law and under a Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of The Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. Custodian acknowledges that the obligations of any Fund entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of Principal personally, but bind only the assets of Principal. Custodian acknowledges that in dealing with any series or funds of Principal, it must look solely to the assets of Principal belonging to such series or funds for the enforcement of any claims against Principal.

25. EFFECTIVE DATE. This Agreement shall be effective as of the date appearing below, and shall supersede any prior or existing agreements between the parties pertaining to the subject matter hereof.

PRINCIPAL:

UNION BANK OF CALIFORNIA, N.A.:

APPENDIX A

[List of Countries, Eligible Foreign Custodians and Eligible Securities Depositories]

UNDER THE AGREEMENT                        FEE (IN BASIS POINTS PER ANNUM
-------------------                        ------------------------------

Japan Smaller Companies Fund               __ Bps

DECEMBER 2000

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY
TABLE OF CONTENTS

I. General Policy

II. Code of Ethics

A. Purpose of Code
B. Employee/Associate Persons Categories
C. Generally Applicable Prohibitions and Restrictions
D. Pre-clearance of Personal Securities Transactions
E. Reporting Requirements
F. Detection and Reporting of Code Violations
G. Violations of the Code of Ethics
H. Confidential Treatment
I. Definitions Applicable to the Code of Ethics
J. Recordkeeping
K. Gifts and other Monetary Payments

III. Insider Trading Policy

A. What is "Material" Information?
B. What is "Nonpublic Information"?
C. Who is an Insider?
D. What is Misappropriation?
E. What is Tipping?
F. Identifying Inside Information?
G. Trading in SEI Investments Company Securities
H. Violations of the Insider Trading Policy

DECEMBER 2000

I. GENERAL POLICY

SEI Investments Company, through various subsidiaries (jointly "SEI"), is an investment adviser, administrator, distributor, and/or trustee of investment companies, collective investment trusts, investment partnerships, and asset management accounts (jointly "Investment Vehicles"). As an investment adviser, SEI is subject to various U.S. securities laws and regulations governing the use of confidential information and personal securities transactions. This Code of Ethics and Insider Trading Policy (jointly "Policy") was developed based on those laws and regulations, and sets forth the procedures and restrictions governing the personal securities transactions of all SEI employees.

SEI has a highly ethical business culture and expects that all employees will conduct any personal securities transactions consistent with this Policy and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. When an employee invests for his or her own account, conflicts of interest may arise between a client's and the employee's interest. Such conflicts may include using an employee's advisory position to take advantage of available investment opportunities, taking an investment opportunity from a client for an employee's own portfolio, or frontrunning, which occurs when an employee trades in his or her personal account before making client transactions. As a fiduciary, SEI owes a duty of loyalty to clients which requires that an employee must always place the interests of clients first and foremost and shall not take inappropriate advantage of his or her position. Thus, SEI employees must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm's clients.

Pursuant to this Policy, employees and other persons associated with SEI will be subject to various pre-clearance and reporting standards for their personal securities transactions based on their status as defined in Section B of this Policy. Therefore, it is important that every person pay special attention to the categories set forth in that section to determine what provisions of this Policy applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

Some employees and other persons associated with SEI outside the United States are subject to this Policy and the applicable laws of the jurisdictions in which they are located. These laws may differ substantially from U.S. law and may subject employees to additional requirements. To the extent any particular portion of the Policy is inconsistent with foreign law not included herein or within the firm's Compliance Manual, employees should consult their designated Compliance Officer or the Compliance Department at SEI's Oaks facility.

Each employee subject to this Policy must read and retain a copy and agree to abide by its terms. Failure to comply with the provisions of this Policy may result in the imposition of serious sanctions, including, but not limited to disgorgement of profits, dismissal, substantial personal liability and/or referral to regulatory or law enforcement agencies.

DECEMBER 2000

Any questions regarding SEI's policy or procedures should be referred to Michelle Vaughn of the SEI Corporate Compliance Department, at ext. 1839.

II. CODE OF ETHICS

A. Purpose of Code

This Code of Ethics ("Code") was adopted pursuant to the provisions of Section 17(j) of the Investment Company Act of 1940 ("the 1940 Act"), as amended, and Rule 17j-1 thereunder, as amended. Those provisions of the U.S. securities laws were adopted to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such companies. Employees (including contract employees) and other persons associated with SEI will be subject to various pre-clearance and reporting requirements based on their responsibilities within SEI and accessibility to certain information. Those functions are set forth in the categories listed below.

B. Employees/Associate Persons Categories

1. Access Person:

(a) any director, officer or general partner of SEI Investments Distribution Co. ("SIDC") who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchases or sales of securities by an Investment Vehicle for which SIDC acts as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendations to the Investment Vehicles regarding the purchase or sale of securities; (b) any director, officer, general partner or employee of SEI Investments Mutual Fund Services who, in connection with his or her regular functions or duties, participates in the selection of an Investment Vehicle's portfolio securities, or who has access to information regarding an Investment Vehicles' purchases or sales of portfolio securities; (c) any natural person in a "control" relationship to an Investment Vehicle or SEI Investments Management Company ("SIMC") who obtains information concerning recommendations made to an Investment Vehicle with regard to the purchase or sale of securities by the Investment Vehicle.

2. Investment Person - any director, officer or employee of the Asset Management Group who (1) directly oversees the performance of one or more sub-advisers for any Investment Vehicle for which SEI acts as investment adviser, (2) executes or helps execute portfolio transactions for any such Investment Vehicle, or (3) obtains or is able to obtain information regarding the purchase or sale of an Investment Vehicle's portfolio securities.

DECEMBER 2000

3. Fund Officers - any director, officer or employee of SEI who acts as a director or officer of any U.S. registered investment company to which SEI acts as an administrator or sub-administrator, or principal underwriter.

4. Portfolio Persons - any director, officer or employee entrusted with direct responsibility and authority to make investment decisions affecting one or more client portfolios.

5. Registered Representative - any director, officer or employee who is registered with the National Association of Securities Dealers as a registered representative (Series 6, 7 or 63), a registered principal (Series 24 or 26) or an investment representative (Series 65), regardless of job title or responsibilities.

6. Associate - any director, officer or employee of SEI who does not fall within the above listed categories.

C. Generally Applicable Prohibitions and Restrictions

1. Prohibition Against Fraud, Deceit and Manipulation

All SEI employees and associated persons may not, directly or indirectly, in connection with the purchase or sale, of a Security held or to be acquired by an Investment Vehicle for which SEI acts as an investment adviser, administrator or distributor:

a. employ any device, scheme or artifice to defraud the Investment Vehicle;

b. make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

c. engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

d. engage in any manipulative practice with respect to the Investment Vehicle.

2. Personal Securities Restrictions

A. Access Persons:

o may not purchase or sell, directly or indirectly, any Security within 24 hours before or after the time that the same Security, (including any equity-related security of the same issuer such as preferred stock, options, warrants, and convertible bonds) is being purchased or sold by any Investment Vehicle for which SEI acts as advisor, distributor and/or administrator.

o may not acquire Securities as part of an Initial Public Offering("IPO") without obtaining the written approval of the designated Compliance Officer at Mutual

DECEMBER 2000

Fund Services before directly or indirectly acquiring a beneficial ownership in such securities.

o may not acquire a beneficial ownership interest in Securities issued in a private placement transaction without obtaining prior written approval from the designated Compliance Officer at Mutual Fund Services.

o may not receive any gift of more than de minimus value (currently $100.00 per year) from any person or entity that does business with or on behalf of any Investment Vehicle.

B. Investment Persons:

o may not purchase or sell, directly or indirectly, any Security within 24 hours before or after the time that the same Security, (including any equity-related security of the same issuer such as preferred stock, options, warrants, and convertible bonds) is being purchased or sold by any Investment Vehicle for which SEI or one of its sub-advisers acts as investment adviser or sub-adviser to the Investment Vehicle.

o may not profit from the purchase and sale or sale and purchase of a Security within 60 days of acquiring or disposing of Beneficial Ownership of that Security. This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indexes or U.S. government securities.

o may not acquire Securities as part of an Initial Public Offering("IPO") without obtaining the written approval of the Compliance Department before directly or indirectly acquiring a beneficial ownership in such securities.

o may not acquire a beneficial ownership interest in Securities issued in a private placement transaction without obtaining prior written approval from the Compliance Department.

o may not receive any gift of more than de minimus value (currently $100.00 per year) from any person or entity that does business with or on behalf of any Investment Vehicle.

o may not serve on the board of directors of any publicly traded company.

C. Portfolio Persons:

DECEMBER 2000

o may not purchase or sell, directly or indirectly, any Security within 7 days before or after a client portfolio has executed a trade in that same Security, (including any equity-related security of the same issuer such as preferred stock, options, warrants, and convertible bonds) unless the order is withdrawn.

o may not acquire Securities as part of an Initial Public Offering("IPO") without obtaining the written approval of the designated Compliance Officer before directly or indirectly acquiring a beneficial ownership in such securities.

o may not acquire a beneficial ownership interest in Securities issued in a private placement transaction without obtaining prior written approval from the Compliance Department.

o may not profit from the purchase and sale or sale and purchase of a Security within 60 days of acquiring or disposing of Beneficial Ownership of that Security. This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indexes or U.S. government securities.

o may not receive any gift of more than de minimus value (currently $100.00 per year) from any person or entity that does business with or on behalf of any Investment Vehicle.

o may not serve on the board of directors of any publicly traded company.

D. Registered Representatives:

o may not acquire Securities as part of an Initial Public Offering("IPO").

o may not participate in investment clubs.

o may not give or receive gifts to or from clients which exceed $100.00 in value annually.

D. Pre-clearance of Personal Securities Transactions

1. Access, Investment and Portfolio Persons:

o must pre-clear each proposed securities transaction with the Compliance Department or the designated Compliance Officer for Accounts held in their names or in the names of others in which they hold a Beneficial Ownership interest. No transaction in Securities may be effected without the prior written approval of

DECEMBER 2000

the Compliance Department or the designated Compliance Officer, except as set forth below in Section D.3 which sets forth the securities transactions that do not require pre-clearance.

o pre-clearance is required for all lump sum transactions of SEI stock through the firm's stock purchase plan and individual brokerage investment option through the firm's 401(k) plan (new plan feature - targeted for 1st quarter of 2001).

o the Compliance Department or the designated Compliance Officer will keep a record of the approvals, and the rationale supporting, investments in IPOs and private placement transactions. This approval will be based upon a determination that the investment opportunity need not be reserved for clients, that the Employee is not being offered the investment opportunity due to his or her employment with SEI Investment Company and other relevant factors on a case-by-case basis.

2. Registered Representatives/Associates:

o must pre-clear transactions with the Compliance Department or designated Compliance Officer ONLY IF the Registered Representative or Associate knew or should have known at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle.

3. Transactions that DO NOT have to be pre-cleared:

o purchases or sales over which the employee pre-clearing the transaction ( the "Pre-clearing Person") has no direct or indirect influence or control;

o purchases, sales or other acquisitions of Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise of puts or calls written by the Pre-clearing Person, sales from a margin account pursuant to a BONA FIDE margin call, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;

o purchases which are part of an automatic dividend reinvestment plan or automatic employee stock purchase plans;

o 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;

o acquisitions of Securities through gifts or bequests; and

DECEMBER 2000

o transactions in OPEN-END mutual funds.

4. Pre-clearance procedures:

o All requests for pre-clearance of securities transactions must be submitted to the Compliance Department or the designated Compliance Officer by completing a Pre-clearance Request Form (attached as EXHIBIT 1). Employees may locate the Code of Ethics document through Information Access on the SEI Intranet site. To access the document and exhibits, chose Compliance under the first drop-down menu on the left and click on Corporate Code of Ethics.

o The following information MUST be provided on the Form:

a. Name, date, extension, title;

b. Transaction detail, i.e., whether the transaction is a buy or sell; the security name and security type; number of shares; price; date acquired if a sale; and whether the security is held in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction; and

c. Signature and date; if electronically submitted, initial and date.

o The Compliance Department or the designated Compliance Officer will notify the employee whether the request is approved or denied by telephone or email, and by sending a copy of the signed form to the employee. An employee is not officially notified that the transaction has been pre-cleared until he or she receives a copy of the signed form. Employees should retain copies of the signed form.

o Employees may not submit a Pre-clearance Request Form for a transaction that he or she does not intend to execute.

o Pre-clearance authorization is valid for 3 business days only. Transactions, which are not completed within this period, must be resubmitted with an explanation why the previous pre-cleared transaction was not completed. Also Open and Limit Orders must be resubmitted for pre-clearance if not executed within the 3 business day window.

o Investment persons must submit to the Compliance Department or the designated Compliance Officer transaction reports showing the transactions in all the Investment Vehicles for which SEI or a sub-adviser serves as an investment adviser for the 24 hour period before and after the date on which their securities

DECEMBER 2000

transactions were effected. Transaction reports need only be submitted for the portfolios that hold or are eligible to purchase and sell the types of securities proposed to be bought or sold by the Investment Person. For example, if the Investment Person seeks to obtain approval for a proposed equity trade, only the transaction reports for the portfolios effecting transactions in equity securities are required.

o The Compliance Department or the designated Compliance Officer can grant exemptions from the personal trading restrictions in this Code upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the size and holding period of the Employee's position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the Employee's requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors.

o The Compliance Department or the designated Compliance Officer will maintain pre-clearance records for 5 years.

E. Reporting Requirements

1. Duplicate Brokerage Statements [ALL EMPLOYEES]

o All SEI Employees are required to instruct their brokers/dealers to file duplicate brokerage statements including statements of individual brokerage investment option of the company's 401(k) plan with the Compliance Department at SEI Oaks. Employees in SEI's global offices are required to have their duplicate statements sent to the offices in which they are located. Statements must be filed for all Accounts (including those in which employees have a Beneficial Ownership interest), except those that trade exclusively in open-end mutual funds, government securities, or monthly-automated purchases of SEI stock through the employee stock/stock option plan. Failure of a broker-dealer to send duplicate statements will not excuse an Employee's violation of this Section, unless the Employee demonstrates that he or she took every reasonable step to monitor the broker's or dealer's compliance.

o Sample letters instructing the brokers/dealers to send the statements to SEI are attached as EXHIBIT 2. Employees may locate the Code of Ethics document through Information Access on the SEI Intranet site. To access the document and exhibits, chose Compliance under the first drop-down menu on the left and click on Corporate Code of Ethics. If the broker or dealer requires a letter authorizing a SEI employee to open an account, the permission letter may also be found as EXHIBIT 2. Please complete the necessary information in the letter and forward a

DECEMBER 2000

signature ready copy to the Compliance Department (Michelle Vaughn, Corporate Compliance Officer).

o If no such duplicate statement can be supplied, the Employee should contact the Compliance Department or the designated Compliance Officer.

2. Initial Holdings Report [ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND FUND OFFICERS]

o Access, Investment and Portfolio Persons and Fund Officers, must submit an Initial Holdings Report to the Compliance Department or designated Compliance Officer disclosing EVERY security beneficially owned directly or indirectly by such person within 10 days of becoming an Access, Investment or Portfolio Person or Fund Officer. Initial Holding Reports that are not returned by the date they are due WILL be considered late and will be reported as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section (G) regarding Code of Ethics violations.

o The Initial Holdings Report must include the following information:
(1) the title of the security; (2) the number of shares held; (3) the principal amount of the security; and (4) the name of the broker, dealer or bank where the security is held. The information disclosed in the report must be current as of a date no more than 30 days before the report is submitted. If the above information is contained on the employee's brokerage statement, employees may attach the statement and sign the initial holding report.

o The Initial Holdings Report is attached as EXHIBIT 3 to this Code. Employees may locate the Code of Ethics document through Information Access on the SEI Intranet site. To access the document and exhibits, chose Compliance under the first drop-down menu on the left and click on Corporate Code of Ethics.

3. Quarterly Report of Securities Transactions [ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND FUND OFFICERS]

o Access, Investment and Portfolio Persons, and Fund Officers, must submit quarterly transaction reports of the purchases and/or sales of securities in which such persons have a direct or indirect Beneficial Ownership interest (SEE EXHIBIT 4- Quarterly Transaction Report). The report will be provided to all of the above defined persons before the end of each quarter by the Compliance Department or the designated Compliance Officer and must be completed and returned NO LATER THAN 10 DAYS after the end of each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due WILL be considered late and will be reported as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section (G) regarding Code of

DECEMBER 2000

Ethics violations. Employees may locate the Code of Ethics document through Information Access on the SEI Intranet site. The document and exhibits are located in the Reference Library section titled Corporate Code of Ethics.

o The following information must be provided on the report:

a. The date of the transaction, the description and number of shares, and the principal amount of each security involved;

b. Whether the transaction is a purchase, sale or other acquisition or disposition;

c. The transaction price; and

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

1. Annual Report of Securities Holdings [ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND FUND OFFICERS]

o On an annual basis, Access, Investment and Portfolio Persons, and Fund Officers, must submit to the Compliance Department or the designated Compliance Officer an Annual Report of Securities Holdings that contains a list of all securities subject to this Code in which they have any direct or indirect Beneficial Ownership interest (SEE EXHIBIT
5 - ANNUAL SECURITIES HOLDINGS REPORT). The information disclosed in the report must be current as of a date no more than 30 days before the report is submitted. The report will be provided to the above-defined persons by the Compliance Department or designated Compliance Officer. Employees may locate the Code of Ethics document through Information Access on the SEI Intranet site. To access the document and exhibits, chose Compliance under the first drop-down menu on the left and click on Corporate Code of Ethics.

o Annual reports must be returned to the Compliance Department or the designated Compliance Officer within 30 DAYS after the end of the calendar year-end. Annual Reports that are not returned by the date they are due WILL be considered late and will be reported as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section (G) regarding Code of Ethics violations.

5. Annual Certification of Compliance [ALL EMPLOYEES]

DECEMBER 2000

o All employees will be required to certify annually that they:

- have read the Code of Ethics;

- understand the Code of Ethics; and

- have complied with the provisions of the Code of Ethics.

o The Compliance Department or the designated Compliance Officer will send out annual forms (attached as EXHIBIT 6) to all employees that must be completed and returned NO LATER THAN 30 days after the end of the calendar year. Employees may locate the Code of Ethics document through Information Access on the SEI Intranet site. To access the document and exhibits, chose Compliance under the first drop-down menu on the left and click on Corporate Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in
Section (G) regarding Code of Ethics violations.

F. Detection and Reporting of Code Violations

The Compliance Department or the designated Compliance Officer will:

o review the personal securities transaction reports or duplicate statements filed by Employees and compare the reports or statements to the Investment Vehicles' completed portfolio transactions. The review will be performed on a quarterly basis. If the Compliance Department or designated Compliance Officer determines that a compliance violation may have occurred, the Compliance Department will give the person an opportunity to supply explanatory material.

o prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of the Investment Vehicles that, (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SEI has adopted procedures reasonably necessary to prevent its access, investment and portfolio personnel from violating this Code; and

o prepare a written report to SEI management personnel outlining any violations of the Code together with recommendations for the appropriate penalties.

o prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase.

DECEMBER 2000

G. Violations of the Code of Ethics

1. Penalties:

o Employees who violate the Code of Ethics may be subject to serious penalties which may include:

- written warning;

- reversal of securities transaction;

- restriction on trading privileges;

- disgorgement of trading profits;

- fine;

- suspension or termination of employment; and/or

- referral to regulatory or law enforcement agencies.

2. Penalty Factors:

o Factors which may be considered in determining an appropriate penalty include, but are not limited to:

- the harm to clients;

- the frequency of occurrence;

- the degree of personal benefit to the employee;

- the degree of conflict of interest;

- the extent of unjust enrichment;

- evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

- the level of accurate, honest and timely cooperation from the employee.

H. Confidential Treatment

o The Compliance Department or the designated Compliance Officer will use their best efforts to assure that all requests for pre-clearance, all personal securities transaction reports and all reports for securities holding are treated as "Personal and Confidential." However, such documents will be available for inspection by appropriate regulatory agencies and other parties within and outside SEI as are necessary to evaluate compliance with or sanctions under this Code.

DECEMBER 2000

I. Definitions Applicable to the Code of Ethics

1. Account - a securities trading account held by an Employee and by any such person's spouse, minor children and adults residing in his or her household (each such person, an "immediate family member"); any trust for which the person is a trustee or from which the Employee benefits directly or indirectly; any partnership (general, limited or otherwise) of which the Employee is a general partner or a principal of the general partner; and any other account over which the Employee exercises investment discretion.

2. Beneficial Ownership - Security ownership in which a person has a direct or indirect financial interest. Generally, an employee will be regarded as a beneficial owner of Securities that are held in the name of:

a. a spouse or domestic partner;

b. a minor child;

c. a relative who resides in the employee's household; or

d. any other person IF: (a) the employee obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or
(b) the employee can obtain title to the securities now or in the future.

4. Control - means the same as it does under Section 2(a)(9) of the 1940 Act.
Section 2(a)(9) provides that "control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder of such securities control over the company. The facts and circumstances of a given situation may counter this presumption.

5. Initial Public Offering - an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares.

6. Purchase or sale of a Security - includes the writing of an option to purchase or sell a security.

7. Security - includes notes, bonds, stocks (including closed-end funds), convertibles, preferred stock, options on securities, futures on broad-based market indices, warrants and rights. A "Security" DOES NOT INCLUDE direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and, shares issued by open-end mutual funds.

DECEMBER 2000

J. Recordkeeping

SEI will maintain records as set forth below. These records will be maintained in accordance with Rule 31a-2 under the 1940 Act and the following requirements. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

1. A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

2. A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

3. A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

4. A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

6. A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in an IPO or LIMITED OFFERING, for at least five years after the end of the fiscal year in which the approval is granted.

K. Gifts and other Monetary Payments

All Employees should not seek, accept or offer any gifts or favors of more than a minimal value (currently $ 100 per year) or provide any preferential treatment in dealings with any client, broker/dealer, portfolio company, financial institutional or any other organization with whom the firm transacts business. Occasional participation in lunches, dinners, cocktail parties, sporting activities or similar gatherings conducted for business purposes are not prohibited. However, for both the Employee's protection and that of the firm it is extremely important that even the appearance of a possible conflict of interest be avoided. Extreme caution is to be exercised in any instance in which business related travel and lodging are paid for by any other party than SEI Investments.

Employees must not participate individually or on behalf of the firm, a subsidiary, or any client, directly or indirectly, in any of the following transactions:

DECEMBER 2000

1. Use of the firm's funds for political purposes.

2. Payment or receipt of bribes, kickbacks, or payment or receipt of any other amount with an understanding that part of all of such amount will be refunded or delivered to a third party in violation of any law applicable to the transaction.

3. Payments to government officials or employees (other than disbursements in the ordinary course of business for such legal purposes as payment of taxes)

4. Payment of compensation or fees in a manner the purpose of which is to assist the recipient to evade taxes, federal or state law, or other valid charges or restrictions applicable to such payment.

5. Use of the funds or assets of the firm or any subsidiary for any other unlawful or improper purpose.

III. INSIDER TRADING POLICY

All Employees are required to refrain from investing in Securities based on material nonpublic inside information. This policy is based on the U.S. federal securities laws that prohibit any person from:

1. trading on the basis of material, nonpublic information;

2. tipping such information to others;

3. recommending the purchase or sale of securities on the basis of such information;

4. assisting someone who is engaged in any of the above activities; and

5. trading a security, which is the subject of an actual or impending tender offer when in possession of material nonpublic information relating to the offer.

This includes any confidential information that may be obtained by Access, Investment and Portfolio Persons, and Fund Officers, regarding the advisability of purchasing or selling specific securities for any Investment Vehicles or on behalf of clients. Additionally, this policy includes any confidential information that may be obtained about SEI Investments Company or any of its affiliated entities. This Section outlines basic definitions and provides guidance to Employees with respect to this Policy.

A. WHAT IS "MATERIAL" INFORMATION?

Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, if disclosing certain information will have a substantial effect on the price of a company's securities, or on the

DECEMBER 2000

perceived value of the company or of a controlling interest in the company, the information is material, but information may be material even if it does not have any immediate direct effect on price or value. There is no simple "bright line" test to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, any question as to whether information is material should be directed to the Compliance Department.

B. WHAT IS "NONPUBLIC" INFORMATION?

Information about a publicly traded security or issuer 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.

Information about securities that are not publicly traded, or about the issuers of such securities, is not ordinarily disseminated broadly to the public. However, for purposes of this Policy, such private information may be considered "public" private information to the extent that the information has been disclosed generally to the issuer's security holders and creditors. For example, information contained in a private placement memorandum to potential investors may be considered "public" private information with respect to the class of persons who received the memorandum, but may still be considered "nonpublic" information with respect to creditors who were not entitled to receive the memorandum. As another example, a controlling shareholder may have access to internal projections that are not disclosed to minority shareholders; such information would be considered "nonpublic" information.

C. WHO IS AN INSIDER?

Unlawful insider trading occurs when a person, who is considered an insider, with a duty not to take advantage of material nonpublic information violates that duty. Whether a duty exists is a complex legal question. This portion of the Policy is intended to provide an overview only, and should not be read as an exhaustive discussion of ways in which persons may become subject to insider trading prohibitions.

Insiders of a company include its officers, directors (or partners), and employees, and may also include a controlling shareholder or other controlling person. A person who has access to information about the company because of some special position of trust or has some other confidential relationship with a company is considered a temporary insider of that company. Investment advisers, lawyers, auditors, financial institutions, and certain consultants AND ALL OF THEIR OFFICERS, DIRECTORS OR PARTNERS, AND EMPLOYEES are all likely to be temporary insiders of their clients.

DECEMBER 2000

Officers, directors or partners, and employees of a controlling shareholder may be temporary insiders of the controlled company, or may otherwise be subject to a duty not to take advantage of inside information.

D. WHAT IS MISAPPROPRIATION?

Misappropriation usually occurs when a person acquires inside information about Company A in violation of a duty owed to Company B. For example, an employee of Company B may know that Company B is negotiating a merger with Company A; the employee has material nonpublic information about Company A and must not trade in Company A's shares.

For another example, Employees who, because of their association with SEI, receive inside information as to the identity of the companies being considered for investment by SEI Investment Vehicles or by other clients, have a duty not to take advantage of that information and must refrain from trading in the securities of those companies.

E. WHAT IS TIPPING?

Tipping is passing along inside information; the recipient of a tip (the "tippee") becomes subject to a duty not to trade while in possession of that information. A tip occurs when an insider or misappropriator (the "tipper") discloses inside information to another person, who knows or should know that the tipper was breaching a duty by disclosing the information and that the tipper was providing the information for an improper purpose. Both tippees and tippers are subject to liability for insider trading.

F. IDENTIFYING INSIDE INFORMATION

Before executing any securities transaction for your personal account or for others, you must consider and determine WHETHER YOU HAVE ACCESS TO MATERIAL, NONPUBLIC INFORMATION. If you THINK that you might have access to material, nonpublic information, you MUST take the following steps:

1. Report the information and proposed trade immediately to the Compliance Department or designated Compliance Officer;

2. Do not purchase or sell the securities on behalf of yourself or others; and

3. Do not communicate the information inside or outside SEI, other than to the Compliance Department or designated Compliance Officer.

These prohibitions remain in effect until the information becomes public.

Employees managing the work of consultants and temporary employees who have access to material nonpublic information are responsible for ensuring that consultants and temporary employees are aware of this Policy and the consequences of non-compliance.

DECEMBER 2000

G. TRADING IN SEI INVESTMENTS COMPANY SECURITIES

This Policy applies to ALL EMPLOYEES with respect to trading in the securities of SEI Investments Company, including shares held directly or indirectly in the Company's 401(k) plan. Employees, particularly "officers" (as defined in Rule
16(a)-1(f) in the Securities Exchange Act of 1934, as amended), of the company should be aware of their fiduciary duties to SEI and should be sensitive to the appearance of impropriety with respect to any of their personal transactions in SEI's publicly traded securities. Thus, the following restrictions apply to all transactions in SEI's publicly traded securities occurring in an employee's Account and in all other accounts in which the employee benefits directly or indirectly, or over which the employee exercises investment discretion.

o BLACKOUT PERIOD - Directors and Officers are prohibited from buying or selling SEI's publicly traded securities during the blackout period. The blackout periods are as follows:

o for the first, second and third quarterly financial reports - begins at the close of the prior quarter and ends after SEI publicly announces the financial results for that quarter.

o for the annual and fourth quarter financial reports - begins on the 6th business day of the first month following the end of the calendar year-end and ends after SEI publicly announces its financial results.

All securities trading during this period may only be conducted with the approval of SEI's General Counsel or the Compliance Director. In no event may securities trading in SEI's stock be conducted while an Director or Officer of the company is in possession of material nonpublic information regarding SEI.

o MAJOR EVENTS - ALL EMPLOYEES who have knowledge of any SEI events or developments that may have a "material" impact on SEI's stock that have not been publicly announced are prohibited from buying or selling SEI's publicly traded securities before such announcements. (SEE definition of "material information" contained in III. A. above.)

o SHORT SELLING AND DERIVATIVES TRADING PROHIBITION - ALL EMPLOYEES are prohibited from engaging in short sales and options trading of SEI's common stock.

SECTION 16(A) DIRECTORS AND OFFICERS are subject to the following additional trading restriction.

o SHORT SWING PROFITS - Directors and Officers may not profit from the purchase and sale or sale and purchase of SEI's securities within 6 months of acquiring or disposing of Beneficial Ownership of that Security.

DECEMBER 2000

H. VIOLATIONS OF THE INSIDER TRADING POLICY

Unlawful trading of securities while in possession of material nonpublic information, or improperly communicating that information to others, is a violation of the federal securities laws and may expose violators to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the violative trading, a penalty of up to three times the illicit windfall or loss avoided, and an order permanently enjoining violators from such activities. Violators may be sued by investors seeking to recover damages for insider trading violations. In addition, violations by an employee of SEI may expose SEI to liability. SEI views seriously any violation of this Policy, even if the conduct does not, by itself, constitute a violation of the federal securities laws. Violations of this Policy constitute grounds for disciplinary sanctions, including dismissal.

DECEMBER 2000

Exhibit 1        Pre-clearance Request Form

Exhibit 2        Account Opening Letters to Brokers/Dealers

Exhibit 3        Initial Holdings Report

Exhibit 4        Quarterly Transaction Report

Exhibit 5        Annual Securities Holdings Report

Exhibit 6        Annual Compliance Certification

DECEMBER 2000

DECEMBER 2000

Name: Date:

Ext #: Title/Position:

Buy: [_] Sell: [_] Security Name: Security type:

No. of Shares: Price: If sale, date acquired:

Held in an SEI Portfolio: Yes [_] No [_] If yes, provide: (a) the Portfolio's name:

(b) the date Portfolio bought or sold the security:

Initial Public Offering: Private Placement:
Yes [_] No [_] Yes [_] No [_]

I hereby represent that, to the best of my knowledge, neither I nor the registered account holder: (1) have knowledge of a possible or pending purchase or sale of the above security in any of the portfolios for which SEI acts as an investment adviser, distributor, administrator, or for which SEI oversees the performance of one or more it sub-advisers; (2) is in possession of any material nonpublic information concerning the security to which this request relates; and
(3) is engaging in any manipulative or deceptive trading activity.

I acknowledge that if the Compliance Officer to whom I submit this written request determines that the above trade would contravene SEI Investments Company's Code of Ethics and Insider Trading Policy ("the Policy"), the Compliance Officer in his or her sole discretion has the right not to approve the trade, and I undertake to abide by his or her decision.

Approved: [_] Disapproved: [_] Date:

By: Comments:

DECEMBER 2000

EXHIBIT 2

DECEMBER 2000

Date:

Your Broker
street address
city, state zip code

Re: Your Name
your S.S. number or account number

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Distribution, Co., a registered broker/dealer an/or SEI Investments Management Corporation, a registered investment adviser. Please send DUPLICATE STATEMENTS ONLY of this brokerage account to the attention of:

SEI Investments Company Attn: The Compliance Department One Freedom Valley Drive Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy and Rule 3050 of the NASD's Code of Conduct.

Thank you for your cooperation.

Sincerely,

Your name

DECEMBER 2000

Date:

[Address]

Re: Employee Name
Account #
SS#

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI Investments Distribution, Co., a registered broker/dealer and/or SEI Investments Management Corporation, a registered investment adviser. We grant permission for him/her to open a brokerage account with your firm and request that you send DUPLICATE STATEMENTS ONLY of this employee's brokerage account to:

SEI Investments Company Attn: The Compliance Department One Freedom Valley Drive Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy and Rule 3050 of the NASD's Code of Conduct.

Thank you for your cooperation.

Sincerely,

Michelle W. Vaughn
Compliance Officer

DECEMBER 2000

EXHIBIT 3

DECEMBER 2000

SECURITIES HOLDINGS
---------------------------------------- ------------------------------------- -------------------------------------
 Name of Issuer and Title of Security       No. of Shares (if applicable)      Principal Amount, Maturity Date and
                                                                                  Interest Rate (if applicable)
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

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

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

---------------------------------------- ------------------------------------- -------------------------------------
If you have no securities holdings to report, please check here. [_]

SECURITIES ACCOUNTS
------------------------------------------------------- ------------------------------------------------------------
            Name of Broker, Dealer or Bank                            Name(s) on and Type of Account
------------------------------------------------------- ------------------------------------------------------------
------------------------------------------------------- ------------------------------------------------------------

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

------------------------------------------------------- ------------------------------------------------------------
If you have no securities accounts to report, please check here.

I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.


Signature: ____________________       Date: ________

Received by: __________________

DECEMBER 2000

EXHIBIT 4

DECEMBER 2000

SECURITIES TRANSACTIONS
------------------- ------------------ ------------------ ------------------ -------------------- ------------ ---------------------
Date of Transaction Name of Issuer and No. of Shares (if  Principal Amount,  Type of Transaction  Price        Name of Broker,
                    Title of Security  applicable)        Maturity Date and                                    Dealer or Bank
                                                          Interest Rate (if                                    Effecting Transaction
                                                          applicable)
------------------- ------------------ ------------------ ------------------ -------------------- ------------ ---------------------
------------------- ------------------ ------------------ ------------------ -------------------- ------------ ---------------------

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

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

------------------- ------------------ ------------------ ------------------ -------------------- ------------ ---------------------
If you had no reportable transactions during the quarter, please check here.

SECURITIES ACCOUNTS
If you established an account within the quarter, please provide the following
information:

------------------------------------- ------------------------------------- ---------------------------------------
   Name of Broker, Dealer or Bank         Date Account was Established          Name(s) on and Type of Account
------------------------------------- ------------------------------------- ---------------------------------------
------------------------------------- ------------------------------------- ---------------------------------------

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

------------------------------------- ------------------------------------- ---------------------------------------
If you did not establish a securities account during the quarter, please check
here.

DECEMBER 2000

This report is required of all officers, directors and certain other persons under Section 204 of the Investment Advisers Act of 1940 and Rule 17j-1 of the Investment Company Act of 1940 and is subject to examination. Transactions in direct obligations of the U.S. Government need not be reported. In addition, persons need not report transactions in bankers' acceptances, certificates of deposit, commercial paper or open-end investment companies. THE REPORT MUST BE RETURNED WITHIN 10 DAYS OF THE APPLICABLE CALENDAR QUARTER END. The reporting of transactions on this record shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.

By signing this document, I represent that all reported transactions were pre-cleared through the Compliance Department or the designated Compliance Officer in compliance with the SEI Investments Company Code of Ethics and Insider Trading Policy. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.

Signature:__________________________

Received by: _______________________

DECEMBER 2000

EXHIBIT 5

DECEMBER 2000

SECURITIES HOLDINGS
------------------------------------------ ------------------------------------- ---------------------------------------------------
Name of Issuer and Title of Security       No. of Shares (if applicable)         Principal Amount, Maturity Date and Interest Rate
                                                                                 (if applicable)
------------------------------------------ ------------------------------------- ---------------------------------------------------

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

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

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

------------------------------------------ ------------------------------------- ---------------------------------------------------
If you had no securities holding to report this year, please check here.

SECURITIES ACCOUNTS
------------------------------------------ ------------------------------------- ---------------------------------------------------
Name of Broker, Dealer or Bank             Date Account was Established          Name(s) on and Type of Account
------------------------------------------ ------------------------------------- ---------------------------------------------------

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

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

------------------------------------------ ------------------------------------- ---------------------------------------------------
If you have no securities accounts to report this year, please check here.

I certify that the above list is an accurate and complete listing of all
securities in which I have a direct or indirect beneficial interest.

------------------------                          -------------------------
Signature                                         Received by


---------
Date

Note: DO NOT report holdings of U.S. Government securities, bankers'
acceptances, certificates of deposit, commercial paper and mutual funds.

DECEMBER 2000

EXHIBIT 6

DECEMBER 2000

SEI INVESTMENTS COMPANY
CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION

TO: COMPLIANCE DEPARTMENT

FROM:

DATE:

1. I hereby acknowledge receipt of a copy of the Code of Ethics and Insider Trading Policy.

2. I have read and understand the Code of Ethics and Insider Trading Policy and recognize that I am subject thereto.

3. I hereby declare that I have complied with the terms of the Code of Ethics and Insider Trading Policy.

Name of Employee: __________________

Date:_________

Received by: ________________

PROSPECT ASSET MANAGEMENT, INC.

CODE OF ETHICS
ADOPTED UNDER RULE 17J-1

Prospect Asset Management, Inc. (the "Adviser"), investment adviser to the Prospect Japan Fund (the "Fund"), is confident that its officers, Directors, and employees act with integrity and good faith. The Adviser recognizes, however, that personal interests may conflict with the Prospect Japan Fund's interests where officers, Directors or employees:

o know about the Fund's present or future portfolio transactions; or

o have the power to influence the Fund's portfolio transactions; and

o engage in SECURITIES transactions for their personal account(s).

In an effort to prevent any conflicts from arising and in accordance with Rule 17j-1 under the Investment Company Act of 1940, the Adviser has adopted this code of ethics (the "Code") to address transactions that may create conflicts of interest, and to establish reporting requirements and enforcement procedures. (Definitions of UNDERLINED terms are included in Appendix I).

I. ABOUT THIS CODE

A. WHO IS COVERED BY THE CODE?

o All Adviser officers;
o All Adviser Directors; and
o All Adviser employees.

B. WHAT RULES APPLY TO ME?

This Code sets forth specific prohibitions regarding SECURITIES transactions. All officers, Directors and employees of the Adviser are considered both ACCESS PERSONS and INVESTMENT PERSONNEL, as defined in Appendix I, attached hereto. As such, all of the prohibitions and restrictions contained in this Code are universally applicable. The Code also sets out certain reporting requirements attached in Part A.

II. STATEMENT OF GENERAL PRINCIPLES

In recognition of the trust and confidence placed in the Adviser by the Fund, and because the Adviser believes that its operations should benefit the Fund's shareholders, the Adviser has adopted the following universally applicable principles:

1. The interests of the Fund's shareholders are paramount. You must place shareholder interests before your own.

2. You must accomplish all personal securities transactions in a manner that avoids a conflict between your personal interests and those of the Fund or its shareholders.

3. You must avoid actions or activities that allow you or your family to benefit from your position with the Adviser, or that bring into question your independence or judgment.

III. PROHIBITIONS AND RESTRICTIONS APPLICABLE TO PROSPECT ASSET MANAGEMENT, INC.

A. PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION.

You cannot, in connection with the purchase or sale, directly or indirectly, of a SECURITY HELD OR TO BE ACQUIRED by the Fund:

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

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

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

4. engage in any manipulative practice with respect to the Fund.

B. LIMITS ON ACCEPTING OR RECEIVING GIFTS.

Access persons cannot accept or receive any gift of more than de minimis value from any person or entity in connection with the Fund's (or any series thereof) entry into a contract, development of an economic relationship, or other course of dealing by or on behalf of the Fund.

C. BLACKOUT PERIOD ON PERSONAL SECURITIES TRANSACTIONS.

ACCESS PERSONS who in connection with their regular duties, make, participate in, or obtain information regarding the purchase or sale of SECURITIES by the Fund and any Natural CONTROL Persons who obtain information regarding recommendations of SECURITIES made to the Fund may not PURCHASE OR SELL, directly or indirectly, any SECURITY in which they have (or by reason of such transaction acquire) any BENEFICIAL OWNERSHIP on the same day as the same (or a related) SECURITY IS BEING PURCHASED OR SOLD by the Fund (or any series thereof).

D. PROHIBITION ON SELLING RECENTLY-ACQUIRED SECURITIES.

ACCESS PERSONS who, in connection with their regular duties, make, participate in, or obtain information regarding THE PURCHASE OR SALE OF SECURITIES by the Fund; and Natural Control Persons who obtain information concerning recommendations of SECURITIES made to the Fund may not sell a SECURITY within 60 days of acquiring that SECURITY.

E. PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS.

ACCESS PERSONS who, in connection with their duties, make or participate in making recommendations regarding THE PURCHASE OR SALE OF SECURITIES by the Fund or Natural Control Persons who obtain information concerning recommended Securities must obtain approval from the Review Officer, (as defined in Section V below), before directly or indirectly acquiring BENEFICIAL OWNERSHIP of any securities in an IPO or LIMITED OFFERING.

IV. REPORTING REQUIREMENTS

Subject to Section VII hereof, all officers, Directors and persons with ACCESS must comply with the reporting requirements set forth in Part A.

V. REVIEW AND ENFORCEMENT OF THIS CODE

A. APPOINTMENT OF A REVIEW OFFICER.

A review officer (the "Review Officer") will be appointed by the President to perform the duties described in this Section V.

B. THE REVIEW OFFICER'S DUTIES AND RESPONSIBILITIES.

1. The Review Officer shall notify each person who becomes an ACCESS PERSON of the Adviser and who is required to report under this Code and their reporting requirements no later than 10 days before the first quarter in which such person is required to begin reporting.

2. The Review Officer will, on a quarterly basis, compare all reported personal SECURITIES transactions with the Fund's completed portfolio transactions and a list of SECURITIES that were BEING CONSIDERED FOR PURCHASE OR SALE by the Fund's investment adviser(s) during the period to determine whether a Code violation may have occurred. Before determining that a person has violated the Code, the Review Officer must give the person an opportunity to supply explanatory material.

3. If the Review Officer finds that a Code violation may have occurred, or believes that a Code violation may have occurred, the Review Officer must submit a written

report regarding the possible violation, together with the confidential report and any explanatory material provided by the person, to the President. The President will independently determine whether the person violated the Code.

4. No person is required to participate in a determination of whether he or she has committed a Code violation or discuss the imposition of any sanction against himself or herself.

5. The Review Officer will submit his or her own reports, as may be required pursuant to Part A hereof, to an Alternate Review Officer who shall fulfill the duties of the Review Officer with respect to the Review Officer's reports.

6. The Review Officer will create a written report detailing any approval(s) granted to ACCESS PERSONS for the purchase of securities offered in connection with an IPO or a LIMITED OFFERING. The report must include the rationale supporting any decision to approve such a purchase.

C. RESOLUTION; SANCTION(S).

If the President finds that a person has violated the Code, the President will approve a proposed resolution of the situation or, if appropriate, impose upon the person sanctions that the President deems appropriate and will report the violation and the resolution and/or sanction imposed to the Fund's Board of Trustees at the next regularly scheduled board meeting unless, in the sole discretion of the President, circumstances warrant an earlier report.

VI. ANNUAL WRITTEN REPORT TO THE BOARD

At least once a year, the Adviser will provide the Fund's Board of Trustees a written report that includes the following information:

A. ISSUES ARISING UNDER THE CODE. The report must describe any issue(s) that arose during the previous year under the Code or procedures thereto, including any material Code or procedural violations, and any resulting sanction(s). The Review Officer may report to the Board more frequently as he or she deems necessary or appropriate and shall do so as requested by the Board; and

B. CERTIFICATION. Each report must be accompanied by a certification to the Board that the Adviser has adopted procedures reasonably necessary to prevent its ACCESS PERSONS from violating this Code.

VII. INTERRELATIONSHIP WITH THE FUND'S CODE OF ETHICS

A. GENERAL PRINCIPLE.

A person who is both an officer and/or Trustee of the Fund and an officer, Director, and/or employee of the Adviser, is only required to report under this Code.

B. PROCEDURES. The President of the Adviser shall:

1. Submit to the Board of Trustees of the Fund (the "Board") a copy of this Code;

2. Promptly furnish to the Board, upon request, copies of any reports made under this Code by any person who is also covered by the Fund's Code;

3. Promptly report to the Board in writing any material amendments to this Code; and

4. Immediately furnish to the Board, without request, all material information regarding any violation of this Code by any person.

VIII. RECORDKEEPING

The Adviser will maintain records as set forth below. These records will be maintained in accordance with Rule 31a-2 under the 1940 Act and the following requirements. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

1. A copy of this Code and any other code adopted by the Adviser, which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place.

2. A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

3. A copy of each Initial Holdings Report, Quarterly Transaction Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code (see Part A for more information about reporting), will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

4. A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place.

5. A copy of each annual report required by Section VI of this Code must be maintained for at least five years from the end of the fiscal year in which it is made, for the first two years in any easily accessible place.

6. A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in an IPO or LIMITED OFFERING, must be maintained for at least five years after the end of the fiscal year in which the approval is granted.

IX. MISCELLANEOUS

A. CONFIDENTIALITY. All reports and other information submitted to the Adviser and/or the Fund pursuant to this Code will be treated as confidential, provided that such reports and information may be produced to the Securities and Exchange Commission and other regulatory agencies.

B. INTERPRETATION OF PROVISIONS. The President may from time to time adopt such interpretations of this Code as it deems appropriate.

C. COMPLIANCE CERTIFICATION. Within 10 days of becoming an ACCESS PERSON of the Fund, and each year thereafter, each such person must complete the Compliance Certification, attached as Appendix V.

Adopted this _____ day of March, 2001.

PART A

PROSPECT ASSET MANAGEMENT, INC.
ACCESS PERSONS AND EMPLOYEES WITH INFORMATION ACCESS

I. LIST OF SECURITIES HOLDINGS

A. INITIAL HOLDINGS REPORT.

You must submit a listing of all SECURITIES you BENEFICIALLY OWN, as well as all of your securities accounts, as of the date you first become subject to this Code's reporting requirements. You must submit this list to the Review Officer within 10 days of the date you first become subject to this Code's reporting requirements. An Initial Holdings Report Form is attached as Appendix III.

B. ANNUAL HOLDINGS REPORT.

Each year, you must submit to the Review Officer a listing of all SECURITIES you BENEFICIALLY OWN, as well as all of your securities accounts. Your list must be current as of a date no more than 30 days before you submit the report. An Annual Holdings Report Form is attached as Appendix IV.

II. REQUIRED TRANSACTION REPORTS

A. QUARTERLY TRANSACTION REPORTS.

1. Each quarter, you must report all of your SECURITIES transactions effected, as well as any securities accounts you established, during the quarter. You must submit your report to the Review Officer NO LATER THAN 10 days after the end of each calendar quarter. A Quarterly Personal Securities Transactions Report Form is included as Appendix II.

2. If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report. Please note on your report that you had no reportable items during the quarter, and return it, signed and dated.

3. You need not submit a Quarterly Transaction Report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade

confirmations or account statements and is received by the Review Officer no later than 10 days after the end of the calendar quarter. Please see the Review Officer for more information about this reporting mechanism.

B. WHAT SECURITIES TRANSACTIONS AND ACCOUNTS ARE COVERED UNDER THE QUARTERLY REPORTING OBLIGATION?

You must report all transactions in SECURITIES that: (i) you directly or indirectly BENEFICIALLY OWN; or (ii) because of the transaction, you acquire direct or indirect BENEFICIAL OWNERSHIP. You must also report all of your accounts in which any securities were held for your direct or indirect benefit (this includes mutual fund accounts).

C. WHAT SECURITIES AND TRANSACTIONS MAY BE EXCLUDED FROM THE REPORT?

You are not required to detail or list the following items on your reports:

1. Purchases or sales effected for any account over which you have no direct or indirect influence or control;

2. Purchases you made solely with the dividend proceeds received in a dividend reinvestment plan or that are part of an automatic payroll deduction plan, where you purchased a SECURITY issued by your employer;

3. Purchases effected on the exercise of rights issued by an issuer PRO RATA to all holders of a class of its SECURITIES, as long as you acquired these rights from the issuer, and sales of such rights;

4. Purchases or sales which are non-volitional, including purchases or sales upon the exercise of written puts or calls and sales from a margin account pursuant to a BONA FIDE margin call; and

5. Purchases or sales of any of the following securities:

o Direct obligations of the U.S. government;

o Bankers' acceptances, bank certificates of deposit, commercial paper and HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including repurchase agreements; and

o Shares issued by registered, open-end investment companies.

You must still report, however, any accounts in which these Securities are held. You may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect BENEFICIAL OWNERSHIP in the SECURITY included in the report.

APPENDIX I

PROSPECT ASSET MANAGEMENT, INC.
DEFINITIONS

GENERAL NOTE

THE DEFINITIONS AND TERMS USED IN THIS CODE OF ETHICS ARE INTENDED TO MEAN
THE SAME AS THEY DO UNDER THE 1940 ACT AND THE OTHER FEDERAL SECURITIES

LAWS. IF A DEFINITION HEREUNDER CONFLICTS WITH THE DEFINITION IN THE 1940 ACT OR OTHER FEDERAL SECURITIES LAWS, OR IF A TERM USED IN THIS CODE IS NOT DEFINED, YOU SHOULD FOLLOW THE DEFINITIONS AND MEANINGS IN THE 1940 ACT OR OTHER FEDERAL SECURITIES LAWS, AS APPLICABLE.

ACCESS PERSON means:

o any Trustee or officer of the Fund or of the Fund's investment adviser;

o any employee of the Fund or its investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Securities by the Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

o any natural person in a control relationship to the Fund or its investment adviser, who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Securities by the Fund.

[LIST AFFILIATED DIRECTOR(S)]

ALTERNATE REVIEW OFFICER means [name].

BENEFICIAL OWNERSHIP means the same as it does under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. You should generally consider yourself the "beneficial owner" of any SECURITIES in which you have a direct or indirect pecuniary interest. In addition, you should consider yourself the beneficial owner of SECURITIES held by your spouse, your minor children, a relative who shares your home, or other persons by reason of any contract, arrangement, understanding or relationship that provides you with sole or shared voting or investment power.

CONTROL means the same as it does under Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means the power to exercise a controlling influence over the management or policies of a

company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder of such securities control over the company. The facts and circumstances of a given situation may counter this presumption.

HIGH QUALITY SHORT-TERM DEBT INSTRUMENT means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization (e.g., Moody's Investors Service).

INITIAL PUBLIC OFFERING ("IPO") means an offering of SECURITIES registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of section 13 or section 15(d) of the SECURITIES Exchange Act of 1934.

INVESTMENT PERSONNEL of the Fund or of a Fund's investment adviser means any employees of the Funds or investment adviser who, in connection with his or her regular duties, makes or participates in making recommendations regarding the purchase or sale of SECURITIES by the Fund.

As of [DATE], the Adviser's INVESTMENT PERSONNEL include:

[LIST OF QUALIFYING EMPLOYEES]

LIMITED OFFERING means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506 (e.g., private placements).

ADVISER OFFICERS means any person lawfully elected by the Board and authorized to act on behalf of the Adviser. As of [DATE], the Adviser's OFFICERS are:

[LIST ADVISER OFFICERS]

PRESIDENT means Curtis Freeze.

PURCHASE OR SALE OF A SECURITY includes, among other things, the writing of an option to purchase or sell a SECURITY.

REVIEW OFFICER means [name].

SECURITY means the same as it does under Section 2(a)(36) of the 1940 Act, except that it does not include direct obligations of the U.S. Government or its agencies, bankers' acceptances, bank certificates of

deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, or shares issued by registered, open-end investment companies.

A SECURITY HELD OR TO BE ACQUIRED by the Fund means (A) any SECURITY that within the most recent 15 days, (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund's adviser or sub-adviser for purchase by the Fund; and (B) any option to purchase or sell, and any SECURITY convertible into or exchangeable for any SECURITY.

A SECURITY is BEING PURCHASED OR SOLD by the Fund from the time a purchase or sale program has been communicated to the person who places buy and sell orders for the Fund until the program has been fully completed or terminated.

A SECURITY is BEING CONSIDERED FOR PURCHASE OR SALE by a Fund when a SECURITY is
identified as such by the Adviser to the Fund.

APPENDIX II

PROSPECT ASSET MANAGEMENT, INC.
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT

Name of Reporting Person: ____________________________________________________ Calendar Quarter Ended:_______________________________________________________ Date Report Due:______________________________________________________________ Date Report Submitted:________________________________________________________

----------------- ---------------------- -------------- --------------------- --------------- ------------ ---------------------
    Date of        Name of Issuer and       No. Of       Principal Amount,       Type of                     Name of Broker,
  Transaction       Title of Security     Shares (if     Maturity Date and     Transaction       Price        Dealer or Bank
                                          applicable)      Interest Rate                                        Effecting
                                                          (if applicable)                                      Transaction
----------------- ---------------------- -------------- --------------------- --------------- ------------ ---------------------


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


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


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

If you had no reportable transactions during the quarter, please check here. [ ]

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

--------------------------------------- -------------------------------------- -------------------------------------
    Name of Broker, Dealer or Bank          Date Account was Established          Name(s) on and Type of Account
--------------------------------------- -------------------------------------- -------------------------------------

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

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

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

If you did not establish a securities account during the quarter, please check here. [ ]

I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.

Signature Date

II-1

APPENDIX III

PROSPECT ASSET MANAGEMENT, INC.
INITIAL HOLDINGS REPORT

Name of Reporting Person: ____________________________________________________ Date Person Became Subject to the Code's Reporting Requirements: _____________ Information in Report Dated as of: ___________________________________________ Date Report Due: _____________________________________________________________ Date Report Submitted: _______________________________________________________

------------------------------------------------- ----------------------------------- ------------------------------
      Name of Issuer and Title of Security          No. of Shares (if applicable)      Principal Amount, Maturity
                                                                                       Date and Interest Rate (if
                                                                                               applicable)
------------------------------------------------- ----------------------------------- ------------------------------


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


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


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

If you have no securities holdings to report, please check here. [ ]

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

-------------------------------------- -------------------------------------- -------------------------------------
    Name of Broker, Dealer or Bank          Date Account was Established          Name(s) on and Type of Account
--------------------------------------- -------------------------------------- -------------------------------------

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

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

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

If you have no securities accounts to report, please check here. [ ]

I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.

Signature Date

III-1

APPENDIX IV

PROSPECT ASSET MANAGEMENT, INC.
ANNUAL HOLDINGS REPORT

Name of Reporting Person: ____________________________________________________ Information in Report Dated as of: _____________________________________________ Date Report Due: _______________________________________________________________ Date Report Submitted: _________________________________________________________ Calendar Year Ended: December 31, _______

-------------------------------------------- --------------------------------- -------------------------------------
   Name of Issuer and Title of Security       No. of Shares (if applicable)    Principal Amount, Maturity Date and
                                                                                  Interest Rate (if applicable)
-------------------------------------------- --------------------------------- -------------------------------------


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


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


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

If you have no securities holdings to report for the year, please check here.[ ]

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

-------------------------------------------- --------------------------------- -------------------------------------
Name of Broker, Dealer or Bank                 Date Account was Established       Name(s) on and Type of Account
-------------------------------------------- --------------------------------- -------------------------------------

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

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

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

If you have no securities accounts to report for the year, please check here.  9

I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.

Signature Date

IV-1

APPENDIX V

PROSPECT ASSET MANAGEMENT, INC.
ANNUAL AND INITIAL COMPLIANCE CERTIFICATION

INITIAL CERTIFICATION

I certify that I: (i) have received, read and reviewed the Fund's Code;
(ii) understand the policies and procedures in the Code;
(iii) recognize that I am subject to such policies and procedures;
(iv) understand the penalties for non-compliance;
(v) will fully comply with the Fund's Code; and
(vi) have fully and accurately completed this Certificate.

Signature:____________________________
Name:_________________________________(Please print) Date Submitted:_______________________
Date Due:_____________________________

ANNUAL CERTIFICATION

I certify that I: (i) have received, read and reviewed the Fund's Code;
(ii) understand the policies and procedures in the Code;
(iii) recognize that I am subject to such policies and procedures;
(iv) understand the penalties for non-compliance;
(v) have complied with the Fund's Code and any applicable reporting requirements during this past year;
(vi) have fully disclosed any exceptions to my compliance with the Code below;
(vii) will fully comply with the Fund's Code; and
(vi) have fully and accurately completed this Certificate.

EXCEPTION(S): _______________________________________________________________

Signature:____________________________
Name:_________________________________(Please print) Date Submitted:_______________________
Date Due:_____________________________

APPENDIX VI

PROSPECT ASSET MANAGEMENT, INC.
INVESTMENT ADVISER CERTIFICATION

Prospect Asset Management, Inc., investment adviser to the Prospect Japan Fund, hereby certifies to The Advisors' Inner Circle Fund Board of Trustees, that it has adopted procedures reasonably necessary to prevent its Access Persons from violating its Code of Ethics.