Exhibit EX-99.a

THE RBB FUND, INC.

ARTICLES SUPPLEMENTARY TO THE CHARTER

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

FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, the Board of Directors of the Company has classified Two Billion Five Hundred Million (2,500,000,000) authorized but unclassified and unissued shares of Common Stock of the Company as Class QQQ (Institutional Liquidity Fund for Credit Unions) shares of Common Stock and Two Billion Five Hundred Million (2,500,000,000) authorized but unclassified and unissued shares of Common Stock of the Company as Class RRR (Liquidity Fund for Credit Union Members) shares of Common Stock, pursuant to the following resolution adopted by the Board of Directors of the Company on April 30, 2003:

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

1. Class QQQ Shares. Two billion five hundred million (2,500,000,0000) of the authorized, unissued and unclassified shares of the Company (par value $.001 per share) are hereby classified and designated as Class QQQ (Institutional Liquidity Fund for Credit Unions) shares of Common Stock. All shares of Class QQQ Common Stock shall be issued without stock certificates.

2. Class RRR Shares. Two billion five hundred million (2,500,000,0000) of the authorized, unissued and unclassified shares of the Company (par value $.001 per share) are hereby classified and designated as Class RRR (Liquidity Fund for Credit Union Members) shares of Common Stock. All shares of Class RRR Common Stock shall be issued without stock certificates.

SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends,

qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows:

A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of Common Stock of the Corporation classified in these Articles Supplementary is set forth in Article VI, Section
(6) of the Corporation's Articles of Incorporation, and has not been changed by the Board of Directors of the Corporation; EXCEPT THAT, pursuant to the powers of the Board of Directors set forth in Article VI, Section (4) of the Corporation's Articles of Incorporation, the Corporation shall, to the extent permitted by applicable law, (A) have the right, at its option, to redeem the shares owned by any holder of Class QQQ Common Stock if the value of such shares in the account maintained for the holder by the Corporation or its transfer agent for Class QQQ Common Stock is less than $100,000.00 (One Hundred Thousand Dollars); provided however, that each shareholder shall be notified that the value of his account is less then $100,000.00 and allowed thirty (30) days to make additional purchases of shares before such redemption is processed by the Corporation, and (B) have the right, at its option, to redeem the shares owned by any holder of Class RRR Common Stock if the value of such shares in the account maintained for the holder by the Corporation or its transfer agent for Class RRR Common Stock is less than $1,000.00 (One Thousand Dollars); provided however, that each shareholder shall be notified that the value of his account is less than $1,000.00 and allowed thirty (30) days to make additional purchases of shares before such redemption is processed by the Corporation.

The shares of Class QQQ Common Stock and Class RRR Common Stock will be issued without stock certificates.

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

FOURTH: (1) Immediately before the increase in the number of shares of common stock that have been classified into separate classes:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

for a total of twenty-one billion seventy-three million (21,073,000,000) shares classified into separate classes of common stock.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

for a total of twenty-six billion seventy-three million (26,073,000,000) shares classified into separate classes of common stock.

IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Assistant Secretary on the 30th day of April, 2003.

THE RBB FUND, INC.

WITNESS:

By:  /s/ Michael P. Malloy                By:  /s/ Edward J. Roach
     ---------------------------------         ---------------------------------
         Michael P. Malloy                     Edward J. Roach
         Assistant Secretary                   President

CERTIFICATE

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

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

Exhibit EX-99.h.1

[LOGO OF PFPC]

CUSTOMER IDENTIFICATION SERVICES AMENDMENT

This Customer Identification Services Amendment (this "Amendment") amends, as of the 1st day of October, 2003 (the "Effective Date"), the Transfer Agency Agreement, dated as of November 5, 1991, as amended through January 6, 2003, between The RBB FUND, Inc. (the "Company" or the "Fund") and PFPC Inc. ("PFPC") (the "Agreement") on behalf of the portfolios listed on Schedule A to this Amendment (each, a "Portfolio").

For valuable consideration, the receipt and sufficiency of which the parties hereto hereby acknowledge, the Company and PFPC hereby agree as follows:

Section 1 (Addition of CIP Services section to the Agreement). As of the Effective Date, the Agreement shall be amended by the addition of the following as the new final section of the agreement:

CIP Services. The Company, on behalf of each Portfolio, hereby delegates to PFPC the performance of its Customer Identification Program (which the Fund is required to have under regulations issued under Section 326 of the USA PATRIOT Act). In the performance of such duties, PFPC will do the following:

(a) Implement procedures under which new accounts in a Portfolio are not established unless PFPC has obtained the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the "Data Elements") for each corresponding Customer (as defined in 31 CFR 103.131).

(b) Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened. Methods may consist of non-documentary methods (for which PFPC may use unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 103.131), and may include procedures under which PFPC personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first-level (which will typically be reliance on results obtained from an information vendor) verification process(es).

(c) Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 103.131(b)(3).

(d) Determine whether such account appears on any list of known or suspected terrorists or terrorist organizations provided by any government agency consistent with 31 CFR 103.131(b)(4).

(e) Regularly report to the Company about measures taken under
(a)-(d) above.

(f) If PFPC provides services by which prospective Customers may subscribe for shares in a Portfolio via the Internet or telephone, work with the a Portfolio to notify prospective Customers, consistent with 31 CFR 103.(b)(5), about the Company's CIP.

(g) Set forth on a separate fee schedule compensation amounts due for these CIP Services.

Notwithstanding anything to the contrary, and without expanding the scope of the express language above, PFPC need not collect the Data Elements for (or verify) prospective customer (or accounts) beyond the requirements of relevant regulation (for example, PFPC will not verify customers opening accounts through NSCC) and PFPC need not perform any task that need not be performed for the Company to be in compliance with relevant regulation.

The Company hereby agrees each Portfolio may rely upon the Customer Identification Programs of any other Portfolio with respect to prospective investors who are then existing customers of such other Portfolio. Given such inter-company (or inter-fund) agreement(s), PFPC need not perform steps (a)-(g) above with respect to any subscriber who is then a customer of any other Portfolio in the Company.

PFPC hereby represents and warrants that (1) it has implemented an anti-money laundering program and (2) will certify annually to the Company that it will perform the Company's CIP as set forth herein.

Section 2 (General provisions). This Amendment contains the entire understanding between the parties with respect to the services contemplated hereby. Except as expressly set forth herein, the Agreement shall remain unaffected hereby.

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

The RBB Fund, Inc.

PFPC INC.

RBB, Inc. Portfolios are as follows:

Money Market Portfolio
Baker 500 Growth Fund
Bogle Investment Management Small Cap Growth Fund Boston Partners Large Cap Value Fund
Boston Partners Mid Cap Value Fund
Boston Partners Small Cap Value Fund II
Boston Partners All-Cap Value Fund
Boston Partners Long/Short Equity Fund
n/i numeric investors Emerging Growth Fund n/i numeric investors Growth Fund
n/i numeric investors Mid Cap Fund
n/i numeric investors Small Cap Value Fund Schneider Small Cap Value Fund
Schneider Value Fund

Exhibit EX-99.h.2

THIS AGREEMENT is made as of June 1, 2003 by and between PFPC INC., a Massachusetts corporation ("PFPC"), and THE RBB FUND, INC. a Maryland corporation (the "Fund").

WITNESSETH:

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

WHEREAS, the Fund wishes to retain PFPC to provide regulatory administration services to certain of the Fund's portfolios set forth on Schedule A hereto, as such Schedule may be amended from time to time, (each a "Portfolio") and PFPC wishes to furnish such services.

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

1. Definitions. As used in this Agreement:

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

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

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

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

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

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

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

(h) "Shares" mean the shares of beneficial interest of any class of the Portfolio.

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

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

3. Delivery of Documents. The Fund has provided or, where applicable, will provide PFPC with the following:

(a) at PFPC's request, certified or authenticated copies of the resolutions of the Fund's Board of Directors, approving the appointment of PFPC or its affiliates to provide services to the Portfolios and approving this Agreement;

(b) a copy of the Fund's most recent effective registration statement;

(c) a copy of each Portfolio's advisory agreement or agreements;

(d) a copy of the distribution/underwriting agreement with respect to each class of Shares representing an interest in a Portfolio;

(e) a copy of each additional administration agreement with respect to a Portfolio;

(f) a copy of each distribution and/or shareholder servicing plan and agreement made in respect of the Fund or a Portfolio; and

(g) copies (certified or authenticated, where applicable) of any and all amendments or supplements to the foregoing.

4. Compliance with Rules and Regulations.

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

5. Instructions.

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

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

(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC or its affiliates) so that PFPC receives the Written Instructions by the close of business

(d) on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC's ability to rely upon such Oral Instructions.

6. Right to Receive Advice.

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

(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC may request advice at its own cost (unless, given the matter in question, the parties agree that such cost is properly that of the Fund) from counsel of its own choosing (who may be counsel for the Fund, a Portfolio's investment adviser or PFPC, at the option of PFPC).

(c) Conflicting Advice. In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC receives from the Fund and the advice PFPC receives from counsel, PFPC may rely upon and follow the advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC remains responsible for any action or omission on the part of PFPC in carrying out such advice which constitutes willful misfeasance, bad faith, negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement.

7. Records; Visits.

(a) The books and records pertaining to the Fund and the Portfolios which are in the possession or under the control of PFPC shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Fund's expense.

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

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

whether or not patentable or copyrightable; (d) information required to be protected pursuant to the provisions of Regulation S-P; and (e) anything designated as confidential. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it does not violate the provision of Regulation S-P and: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against the receiving party; or (g) has been or is independently developed or obtained by the receiving party. Notwithstanding the foregoing, Confidential Information disclosed by a Party pursuant to either provision
(e) or (f) of the foregoing sentence shall otherwise remain subject to the confidentiality provisions of this Agreement, except to the extent that other exceptions are applicable to such information.

9. PFPC System. PFPC shall retain title to and ownership of any and all data bases (excluding the underlying data), computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC to the Fund.

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

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

12. Responsibility of PFPC.

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

(b) Notwithstanding anything in this Agreement to the contrary provided that PFPC has acted in accordance with the standard of care set forth above, (i) PFPC shall

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

(c) Any claims (including the filing of suit or, if applicable, commencement of arbitration proceedings) must be asserted by a party against the other party or any of its affiliates within 24 months after it became aware of the claim or such party's Board of Directors/Trustees is informed of specific facts that should have alerted it that a basis for such a claim might exist.

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

(e) The provisions of this Section 12 shall survive termination of this Agreement.

13. Description of Regulatory Administration Services on a Continuous Basis.

PFPC will perform the following regulatory administrative services with respect to the Portfolios:

(i) Prepare and coordinate with the Fund's counsel the annual Post-Effective Amendments (other than Post-Effective Amendments that add a new series or

class which are extra services that may be provided as mutually agreed from time to time) and supplements to the Fund's Registration Statement, and coordinate

(ii) with the Fund's financial printer to file with the SEC;

(iii) Assist in the preparation for and coordination of Annual or Special Meetings of Shareholders, including the drafting of routine proxy statements;

(iv) Assist in obtaining the fidelity bond and directors' and officers'/errors and omissions insurance policies for the Fund in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and policies are approved by the Fund's Board;

(v) File the Fund's fidelity bond with the SEC; monitor the Fund's assets to assure adequate fidelity bond coverage is maintained;

(vi) Draft agendas and resolutions for quarterly and special (other than items related to adding a new series or class which are extra services that may be provided as mutually agreed to from time to time) Board and committee meetings, and draft written consents of the Board;

(vii) Coordinate the preparation, assembly and mailing of Board materials;

(viii) Attend Board and committee meetings (and make presentations at such meetings as requested) and draft minutes thereof;

(ix) Maintain the Fund's corporate calendar to assure compliance with various SEC filing and Board approval deadlines;

(x) Assist the Fund in the handling of routine SEC examinations and responses thereto;

(xi) Maintain the Fund's files;

(xii) Provide periodic updates on recent regulatory events;

(xiii) Mail to appropriate parties the personal securities transaction quarterly reporting forms under the Fund's Code of Ethics pursuant to Rule 17j-1 under the 1940 Act;

(xiv) File with the SEC the annual notice of securities sold on Form 24f-2 for each Portfolio other than the Money Market Portfolio (because such services are provided to the Money Market Portfolio pursuant to a Delegation Agreement dated as of July 29, 1998 among the Fund, PFPC and BlackRock Investment Management Corporation);

(xv) Draft Form N-CSRs and coordinate, with the assistance of Fund counsel, compliance with new SEC rules and regulations;

(xvi) Serve as initial contact for each of the Fund's advisers for research and compliance matters; and

(xvii) Address and conduct research on routine Fund and Board regulatory and compliance matters.

14. Description of Special Regulatory Administration Services.

At the Fund's request, PFPC will perform the following special regulatory administration services for such additional fee or fees as may be agreed to in writing by the Fund and PFPC or, with respect to Section 14(iii) below, by the investment adviser or sponsor of the new portfolio(s) or class(es) and PFPC:

(i) Draft non-routine proxy statements;

(ii) Draft Form N-14s;

(iii) Provide the following "start up services" for new portfolios/classes:

(a) Prepare and coordinate with the Fund's counsel the Post-Effective Amendment to the Fund's Registration Statement, and coordinate with the Fund's financial printer to file with the SEC;
(b) Draft agenda, resolutions and minutes for organizational Board meeting;
(c) Coordinate the preparation, assembly and mailing of organizational Board materials; and
(d) Attend organizational Board meeting (and make presentations at such meeting as requested).

PFPC may also perform other special regulatory administration services for such additional fee or fees as may be agreed to in writing by the Fund and PFPC.

15. Duration and Termination. This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party. In the event the Fund gives notice of termination, all reasonable expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor accounting

and administration services agent(s) (and any other service provider(s)), and all reasonable and directly related trailing expenses incurred by PFPC, will be borne by the Fund.

16. Notices. Notices shall be addressed (a) if to PFPC, at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the Fund, at 400 Bellevue Parkway, Wilmington, Delaware 19809, Attention:
Edward J. Roach; with a copy to Michael P. Malloy, Drinker Biddle & Reath LLP, One Logan Square, 18/th/ & Cherry Streets, Philadelphia, Pennsylvania 19103 or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

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

18. Assignment. PFPC may assign its rights hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided, that (i) PFPC gives the Fund 30 days prior written notice of such assignment, (ii) the assignee or delegate agrees to comply with the relevant provisions of the 1940 Act, and (iii) PFPC and such assignee or delegate promptly provides such information as the Fund may reasonably request and respond to such questions as the Fund may reasonably

ask,

relative to the assignment or delegation (including, without limitation, the capabilities of the assignee or delegate).

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

20. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

21. Miscellaneous.

(a) Notwithstanding anything in this Agreement to the contrary, unless required by applicable law or regulation, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the

(b) obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed.

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

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

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

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

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

PFPC INC.

By: /s/ Neal J.Andrews
   -------------------------------------
   Neal J.Andrews

Title: SVP

THE RBB FUND, INC.

By: /s/  Edward J.Roach
   ------------------------------------
   Edward J.Roach

Title: THE RBB FUND, INC.
         EDWARD J. ROACH
       PRESIDENT & TREASURER

SCHEDULE A

List of Portfolios

Money Market Portfolio

Baker 500 Growth Fund
Bogle Investment Management Small Cap Growth Fund

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

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

Schneider Small Cap Value Fund
Schneider Value Fund

Institutional Liquidity Fund for Credit Unions

Liquidity Fund for Credit Union Members

Dated as of June 1, 2003

Exhibit EX-99.i

Drinker Biddle & Reath LLP
One Logan Square
18/th/ & Cherry Streets
Philadelphia, PA 19103-6996
Telephone: (215) 988-2700
Facsimile: (215) 988-2757

December 24, 2003

The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, Delaware 19809

Re: Shares Registered by Post-Effective Amendment No. 84 to Registration Statement on Form N-1A (File No. 33-20827)

Ladies and Gentlemen:

We have acted as counsel to The RBB Fund, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 84 (the "Amendment") to the Company's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"). The Board of Directors of the Company has authorized the issuance and sale by the Company of the following classes and numbers of shares of common stock, $.001 par value par share (collectively, the "Shares"), with respect to the Company's n/i numeric investors Emerging Growth Fund, the n/i numeric investors Growth Fund, the n/i numeric investors Mid Cap Fund and the n/i numeric investors Small Cap Value Fund:

               PORTFOLIO                           CLASS       AUTHORIZED SHARES

n/i numeric investors Emerging Growth Fund           FF           50 million

n/i numeric investors Growth Fund                    GG           50 million

n/i numeric investors Mid Cap Fund                   HH           50 million

n/i numeric investors Small Cap Value Fund           MMM         100 million

The amendment seeks to register an indefinite number of the Shares.

We have reviewed the Company's Certificate of Incorporation, ByLaws, resolutions of its Board of Directors, and such other legal and factual matters as we have deemed appropriate. This opinion is based exclusively on the Maryland General Corporation Law and the federal law of the United Stated of America.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued for payment as described in the Company's Prospectus offering the Shares and in accordance with the Company's Articles of Incorporation for not less than $ .001 per share, will be legally issued, fully paid and non-assessable by the Company.

We hereby consent to the filing of this opinion as an exhibit to the Amendment to the Company's Registration Statement.

Very truly yours,

/s/ DRINKER BIDDLE & REATH LLP
----------------------------------------
DRINKER BIDDLE & REATH LLP

Exhibit EX-99.j.1

We hereby consent to the use of our name and to the reference to our Firm under the caption "Counsel" in the Statement of Additional Information that is included in Post-Effective Amendment No. 84 to the Registration Statement (No. 33-20827; 811-5518) on Form N-1A of The RBB Fund, Inc., under the Securities Act of 1933 and the Investment Company Act of 1940, respectively. This consent does not constitute a consent under section 7 of the Securities Act of 1933, and in consenting to the use of our name and the references to our Firm under such caption we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under said section 7 or the rules and regulations of the Securities and Exchange Commission thereunder.

                                        /s/ DRINKER BIDDLE & REATH LLP
                                        ----------------------------------------
                                        DRINKER BIDDLE & REATH LLP


Philadelphia, Pennsylvania
December 24, 2003

EXHIBIT EX-99.J.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated October 27, 2003, relating to the financial statements and financial highlights which appear in the August 31, 2003 Annual Reports to Shareholders of The RBB Fund, Inc., which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Independent Auditors" and "Financial Statements" in such Registration Statement.

(s/s) PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
December 24, 2003

Exhibit EX-99.p.1

by:

Raymond J. Joumas

Chief Financial Officer

Compliance Officer

October 15, 2003

Supersedes version dated
January 31, 2002

1. PURPOSE AND CONCEPT

A. Purpose
B. General concept

2. COMPLIANCE OFFICER RESPONSIBILITIES AND AUTHORITIES

C. Responsibilities
D. Authorities

3. INSIDER INFORMATION

4. RESTRICTIONS ON PERSONAL TRADING

E. General
F. Trading procedure
G. Timely reporting of trades

5. OTHER EMPLOYEE RESPONSIBILITIES

H. Gifts
I. Service as a Director
J. Know the rules
K. Report knowledge of any violations to the Compliance Officer
L. Use of superlatives
M. Futures and options
N. Client Complaints
O. Brokers

6. NUMERIC INVESTORS NEW EMPLOYEE COMPLIANCE CHECKLIST

1. PURPOSE AND CONCEPT

The purpose of this document is to specify the responsibilities of all employees of Numeric Investors L.P. ("Numeric") to comply with applicable laws and regulations governing their conduct when trading securities for client accounts or for their own accounts. Such laws and regulations may be promulgated by U.S. Federal or state government, by a U.S. Federal or state agency having jurisdiction over the conduct of investment advisory services, by a foreign government or regulatory agency in a country where Numeric is registered, or by the Institute for Chartered Financial Analysts or its successor.

Reference in this compliance manual to "securities" and "derivatives" includes any and all publicly traded equity and debt securities and their publicly traded derivatives.

General concept

All employees of Numeric (hereafter "employees" or "employee") shall conduct themselves in full compliance with all laws and regulations concerning the securities industry. This is in particular but not limited to those laws and regulations governing insider trading and fiduciary responsibilities. Further, all employees shall conduct themselves in compliance within the spirit of the laws, regulations and rules referenced in this compliance manual. It shall be the responsibility of every employee to know said laws, regulations and rules.

Numeric wishes to maintain a reputation for the highest integrity. This requires that all employees continually adhere to these principles:

. place the interests of our clients first;

. treat our clients fairly and reasonably and those in similar circumstances as equally as possible;

. exercise due care in handling all information concerning clients;

. avoid any actual or potential conflict of interest in personal securities transactions;

. avoid taking inappropriate advantage of your positions of trust and responsibility;

. do not damage the efficient, fair and orderly operation of the securities markets or investors' confidence therein.

Violations of any of the laws or regulations referenced above or rules and principles outlined in this compliance manual will not be tolerated. Failure to comply may, depending on the circumstances, result in immediate dismissal from Numeric. If employees have doubts concerning the interpretation or application of laws, regulations or of this compliance manual, they must seek advice from the compliance officer, Raymond J. Joumas.

2. COMPLIANCE OFFICER RESPONSIBILITIES AND AUTHORITIES

Responsibilities.

The Compliance Officer (hereafter "CO") enforces the provisions of this compliance manual and educates employees about their responsibilities herein. Langdon B. Wheeler will act as CO for Mr. Joumas.

The CO must provide all new employees with a copy of this compliance manual and of AIMR's "The Code of Ethics and The Standards of Professional Conduct" as soon as possible after they join the firm. The CO must ensure that all employees confirm in writing their review of each of these annually. If the compliance manual is updated, copies will be distributed to all employees. The most recent version of the compliance manual is available in the CO's office.

The CO will stay current with significant new legal developments in the area of financial advisory services, fiduciary responsibilities, price sensitive information, insider trading, etc. and will communicate major developments to Numeric's employees. The CO will update this compliance manual whenever developments warrant a change.

The CO will review all employee trading documents in a timely manner and take such action as this compliance manual requires in regard to employee trading and conduct.

The CO will maintain records for the tasks required in this compliance manual.

The CO will record all complaints in Numeric's complaint file. The CO will investigate the complaints, and will respond to all client complaints within a reasonable period. An analysis of all complaints and, if applicable, improvements in processes to prevent recurrence will be presented to the Management Committee.

The CO will make a reasonable allocation between hard and soft dollar uses when a research service has a mixed-use. The basis for such allocation shall be documented and the CO will make certain the hard dollar portion of such expenditure shall be paid by Numeric.

The CO and all other parties involved will thoroughly review the circumstances surrounding all trading errors as soon as possible. If a trading error results in a gain to a client, the client shall keep the gain. If any error results in a loss, the client shall be promptly made whole following the review. The circumstances of the error, reimbursement, and corrective action shall be documented.

In any situation where there is not a publicly available price for a security in one of Numeric's strategies due to suspended trading, a corporate action, or other reasons, the CO is responsible for convening a Fair Value Pricing Committee meeting to establish and document a price for that security. The Portfolio Manager for the strategy of the relevant security will gather as much public information as possible and together with an independent Portfolio Manager in another strategy and the CO; all such public information will be reviewed to establish a "Fair Value Price" for the security. The established Fair Value Price shall remain until further public information becomes available requiring the Fair Value Pricing Committee to reconvene or when trading commences and the public markets establish a price.

Authorities

The CO is authorized to enforce the compliance manual independently from Numeric's Management Committee.

The CO is authorized to investigate (1) any action that could potentially be in breach of securities laws and regulations or the rules of this compliance manual and (2) any securities transaction carried out by, on the instructions of or for the benefit of employees. If requested, employees will provide all information relating to the securities transaction to the CO or will instruct the party through which the transaction took place to do so. Employees shall be required to endeavor, within the limits of reasonableness and fairness, to ensure that third parties associated with them provide or cause to be provided all information about any securities transaction carried out by them upon demand by the compliance officer.

The CO is authorized to report the results of any investigation, in writing, directly to the Management Committee of Numeric. Employees shall be given the opportunity to respond to the results of the investigation before the CO reports the results of the investigation in writing. The Management Committee of Numeric shall inform employees of the results of the investigation.

3. INSIDER INFORMATION

All employees are responsible for ensuring that trades are not made on the basis of insider information.

Insider information shall mean the knowledge of specific information concerning a person, company or institution to which the securities relate or concerning the trade in the said securities:

1) that has not been made public; and
2) where disclosure can reasonably be expected to have an effect on the price of the securities concerned, irrespective of the direction of the share price.

The above applies whether employees execute a trade for their own account or for client accounts.

All employees must determine that their investment decisions are based on information that is in the public domain. If an employee is making an investment decision at the suggestion of another party (a broker or friend, for instance) and has doubts about whether the suggestion is based on information in the public domain, the employee has the responsibility to ask the other party if it believes such information is in the public domain.

An employee may not carry out a securities transaction in respect of securities about which they have knowledge through an external research report that has not yet been published or is not based on information in the public domain. An employee trading for his or her own account with specific brokers must advise these brokers, in writing, that he/she specifically wishes not to be provided with price sensitive/insider information.

Unless required for the purpose of duly discharging their duties or statutorily required to do so, employees may not supply or disclose, in whatever way, directly or indirectly, in full or in part, price sensitive or insider information to others.

4. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

E. General.

Numeric employees have a fiduciary responsibility to put their clients' interests ahead of the interest of their own accounts. Accordingly, this requires that any trades which employees undertake for their own account, or for the account of any non-Numeric client, must be done so as not to disadvantage any Numeric client and not to interfere with client portfolios in any way. Any employee trading activity should be entirely segregated from and have no impact on the investment process Numeric performs for its clients. Actual or perceived conflicts of interest and front-running should not take place and personal trading activity should be kept to a minimum.

For the purposes of this chapter, a security does not include shares of open end mutual funds, exchange traded funds, i-shares, direct obligations of the United States government, bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements. Note that it specifically does include all n/i numeric family of mutual funds.

Numeric actively discourages personal trading of securities or derivatives. Personal trading exposes Numeric and its employees to additional risks for which there exists no compensation. It also might provide a distraction from managing client assets. For these reasons, employees (including on-site consultants) are encouraged to minimize the amount of trading of securities or derivatives for their personal accounts including accounts:

. of immediate family members sharing the same household including the following persons: spouse, child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, adoptive relationships, and any other relationship which the CO determines could lead to the possible conflicts of interest or appearances of impropriety which this policy is intended to prevent; or
. where the employee exercises any degree of control or has an economic interest including but not limited to: trusts, estates, investment clubs, charitable organizations, or any other account if acting as authorized agent or portfolio manager.

The following rules of conduct related to personal investing activities apply:

. An employee shall exercise due care in handling all business and client information. This information shall be kept separate from their private affairs.
. An employee shall avoid becoming so closely involved with a client or supplier of Numeric privately, that there is a risk of price-sensitive/insider information being communicated or of inappropriate mixing of business and private interests.
. An employee may not execute a securities transaction further to or in anticipation of orders on behalf of clients of Numeric.
. After placing an order for a securities transaction or the execution of such an order, an employee may not place an order for a securities transaction that is the reverse of such a securities transaction in respect of securities of the same company or in respect of securities relating to that company within 24 hours and the subsequent five trading days.

. An employee may not profit from a securities transaction that is the reverse of such a securities transaction in respect of securities of the same company or in respect of securities relating to that company within 60 calendar days. Any profits realized on such short-term trades will be required to be disgorged. The CO may make an exception for severe and extenuating circumstances
. An employee shall avoid any inappropriate mixing of business and private interests or reasonably foreseeable appearance thereof.

Employees have to seek prior approval from the CO to execute personal security transactions. The employee is prohibited from trading the security until the CO gives explicit authorization.

The CO will check current and intended trading of the portfolio management staff.

Approval for purchases or short sales of securities or derivatives will generally not be granted, even if the security or derivative is not held in clients' accounts and the security or derivative is not being contemplated for purchase or sale for clients' accounts.

In order to preclude any possibility of employees profiting from their position at Numeric, no approval will be given for acquiring any securities in an initial public offering or a private placement. Exceptions to this policy may be granted if securities are offered directly to the investing public without the use of an intermediary or underwriter, and the employee purchases the shares in the offering directly from the issuing company. In this case, the acquired securities may not be sold within six months.

Approval for liquidations of existing positions will generally be granted, provided that the security or derivative is not being contemplated for purchase or sale for clients' accounts in the next five business days.

For rights allocated to an employee in a rights issue, approval for liquidation will generally be granted. If a sale of these rights is contemplated for clients' accounts, the employee's rights will have to be sold at the last available trading day for the rights.

If approval to execute a personal security transaction has been granted, the employee may trade the security as long as the Trading Procedure below is adhered to.

F. Trading Procedure.

The employee should execute the trade the same or the next business day the approval was granted.

Employees who have any doubt about the reporting, timing, feasibility or any other element of a personal securities transaction must seek clarification from the CO before executing the trade, even after being authorized. Any uncertainty about the rules and regulations will require that the individual shall not execute the trade. Misinterpretation of the rules is no excuse for mistakenly executing a trade.

If the Portfolio Management staff decides to trade in the security within the subsequent five trading days after the day the security was initially traded by the employee, the CO will require the employee to (1) assign the trade executed earlier and disgorge any profit in the trade to the related clients' accounts or
(2) give up the profits from that trade to a charitable organization of Numeric's choosing.

G. Timely reporting of trades.

Employees must provide written confirmation of all trades to the CO without delay. Employees are also required to report transactions in securities of non-publicly traded companies. Employees must provide the CO with quarterly summaries showing all trades of securities executed during the preceding quarter, within ten days of the end of the preceding quarter.

Employees must provide the CO with a statement of all securities holdings both at the commencement of employment at Numeric, and as of December 31/St/ every year thereafter. In addition, employees must certify within ten calendar days of the end of each calendar quarter that all trades made by the employee were disclosed to the company and were made in conformance with all procedures as specified in this compliance manual.

5. OTHER EMPLOYEE RESPONSIBILITIES

H. Gifts.

All personnel are prohibited from receiving any gift, service or other item of more than $200 value from any person or entity that does business with or on behalf of Numeric or has in the past or may in the future do business with Numeric. This policy excludes business meals, and tickets to events, however, any meal or event with a cost in excess of $200 per person must be reported to the CO. All invitations to events, be it sporting, theatre or otherwise, must be unsolicited.

I. Service as a Director.

Employees are prohibited from serving on boards of directors of publicly traded companies.

J. Know the rules.

Employees are responsible for their actions under the law and are therefore required to be sufficiently familiar with the law to avoid infringing it.

Within five days of receipt, employees must have read and become familiar with this compliance manual and with AIMR's "The Code of Ethics and The Standards of Professional Conduct." Employees must certify in writing, that they have read and understood each of these and that they will conduct themselves professionally in complete accordance with the requirements and standards therein.

K. Report knowledge of any violations to the Compliance Officer.

Employees have an obligation to report to the CO any knowledge they have of violations of this Compliance Manual or violations of any other applicable law, rule, or regulation of any government, governmental agency, or regulatory organization governing Numeric's professional, financial, or business activities. Failure to report knowledge of any violation will be considered a violation and will potentially subject the employee to immediate dismissal.

L. Use of superlatives.

Any written material shall exclude the use of superlatives, for example:
superior, exceptional, large and high.

M. Futures and options.

A partner, officer, director or other qualified National Futures Association Associated Person of Numeric must review and approve all futures and options trades. This review and approval must be documented. All promotional material that describes Numeric's use of futures and options must be reviewed and approved by the CO. This review must be documented and filed.

N. Client Complaints.

Client complaints must be promptly reported to the CO.

O. Brokers.

Employees must promptly inform the CO when they receive information that a broker with whom Numeric does business has its license revoked or is subject to an investigation that could lead to its license being revoked.

6. NUMERIC INVESTORS EMPLOYEE COMPLIANCE CHECKLIST

EMPLOYEE NAME: _________________________________________________

DATE OF HIRE: __________________________________________________

I certify that I introduced this employee to the concept of compliance and provided him/her with a copy of the Numeric Investors L.P. Compliance Manual and Code of Ethical Standards and AIMR's The Code of Ethics and The Standards of Professional Conduct handbook.

COMPLIANCE OFFICER: ____________________________________________

DATE

I certify that I have read and understood the Numeric Investors L.P. Compliance Manual and Code of Ethical Standards and AIMR's The Code of Ethics and The Standards of Professional Conduct and that I will conduct myself in accordance with all applicable rules, guidelines, and standards therein. I will also conduct myself in accordance with all applicable security laws and regulations. I further certify that I will always act as a responsible fiduciary for Numeric Investors' clients and that I will not utilize price sensitive/insider information in any investment decision I make on my own behalf or on behalf of Numeric Investors L.P.'s clients.

EMPLOYEE: ______________________________________________________

DATE

Exhibit EX-99.p.2

Bogle Investment Management, L.P.

COMPLIANCE MANUAL

November 4, 2003

PURPOSE

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

GENERAL CONCEPT

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

Bogle Investment Management wishes to achieve a reputation for the highest integrity. This requires that all employees adhere to a set of principles which
1) place the interests of our clients and shareholders first; 2) require any personal securities transactions to be accomplished in a way that avoids any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and 3) reflect a fundamental standard that Bogle Investment Management employees must not take inappropriate advantage of their positions. Consequently, violations of any of the laws or regulations referenced above or guidelines outlined below will not be tolerated.

Personal trading exposes the Firm and its employees to additional risks for which there exists no compensation. Failure to comply with all laws, regulations and guidelines may, depending on the circumstance, result in immediate dismissal from Bogle Investment Management L.P. For this reason, Bogle Investment Management personnel are strongly encouraged to minimize the amount of trading of securities, including mutual funds, derivatives, or other investments, for their personal accounts, or of non-Bogle Investment Management accounts over which they exercise any degree of control or in which they have an economic interest, including accounts of family members. Family members include a person's immediate family sharing the same household, in accordance with Rule 16a-1.

TOPICS IN THIS MANUAL

1. INSIDER TRADING

2. RESTRICTIONS ON PERSONAL TRADING

INITIAL PUBLIC OFFERINGS

PRIVATE PLACEMENTS

BLACKOUT PERIODS AND TRADING PROCEDURES

BAN ON SHORT-TERM TRADING PROFITS

3. GIFTS

4. SERVICE AS A DIRECTOR

5. OTHER RESPONSIBILITIES

TIMELY REPORTING OF TRADES

EMPLOYEE'S RESPONSIBILITY TO KNOW THE RULES

EMPLOYEE'S RESPONSIBILITY TO REPORT VIOLATIONS

COMPLIANCE OFFICER RESPONSIBILITIES

6. FUTURES AND OPTION TRADING

7. PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

8. CLIENT COMPLAINTS

9. PRIVACY POLICY

10. BOGLE INVESTMENT MANAGEMENT NEW EMPLOYEE COMPLIANCE CHECKLIST

11. DISCLOSURE OF PERSONAL HOLDINGS

12. OTHER FORMS

INSIDER TRADING

All employees are responsible for ensuring that trades they execute for their own accounts or for client accounts are not made on the basis of "insider information." Bogle Investment Management as a firm is liable for damages and may be prosecuted for the actions of its employees.

Congress has never precisely defined insider information and recent court cases are expanding the scope of actions that can be construed as "insider trading." Accordingly, all employees are expected to err on the side of caution and take no action that could be so construed.

"Insider trading" occurs when someone in a fiduciary relationship with a firm breaches their fiduciary responsibilities and reveals material non-public information about the firm to someone who then takes investment action with this non-public information. Information is deemed material when it is of sufficient importance to have caused an informed investor to take investment action. Anyone taking action with such information can be found guilty of insider trading even if they have not received such information directly from the fiduciary.

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

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

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

RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

Although Bogle Investment Management strongly discourages personal trading of securities or derivatives, employees may come to own or wish to trade securities from time to time. Employees must seek approval from the Compliance Officer to trade such securities. If approval is given, the employee may trade the security as long as it falls within the following guidelines:

Initial Public Offerings. In order to preclude any possibility of an employee profiting from their position on behalf of the Company, all personnel are prohibited from acquiring any securities in an initial public offering. Exceptions to this policy may be granted if a company's shares are offered directly to the investing public without the use of an intermediary or underwriter, and the employee purchases the shares in the offering directly from the issuing company.

Private Placements. Any employee interested in acquiring any security in a private placement must obtain express prior approval from the Compliance Officer. Approval will take into account the potential purchase of the security by the portfolio management staff for client portfolios and whether the investment opportunity is being offered to an individual by virtue of his or her position with the investment company.

Blackout Periods and Trading Procedures. In concept, blackout periods and trading procedures ensure that any employee trading activity be entirely segregated from and have no impact on the investment services and process Bogle Investment Management performs for its clients. These rules are intended to avoid actual or perceived conflicts of interest and front-running, as well as to limit personal trading activity which might provide a distraction from managing client assets.

Bogle Investment Management L.P. has a fiduciary responsibility to its clients to take action on the clients' behalf before taking action in the interest of its employees or BIM as a firm. Accordingly, this requires that any trade which a Bogle Investment Management employee undertakes for his or her own account, or for the account of any non-Bogle Investment Management client, must be done so as not to disadvantage any Bogle Investment Management client or to interfere with client portfolios in any way.

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

If the stock is not held by Bogle Investment Management's clients and if no trade is planned, the employee may be given a special authorization to trade. The trade must be completed on the day of the request, otherwise the request must be resubmitted.

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

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

In addition, all employees are required to notify the compliance officer, in writing, prior making a purchase or sale or transfer of any mutual fund managed or sub-advised by Bogle. In order to avoid any actual or perceived conflicts of interest and front-running, employees are prohibited from making Bogle mutual fund transactions on the basis of information available to the employee, but not the general public, based on his or her position at the firm.

Ban on Short-Term Trading Profits. In addition to the blackout periods described above, Bogle Investment Management prohibits all investment personnel from profiting in the purchase and sale, or sale and purchase, of securities or their equivalent within 60 calendar days. Any profits realized on such short-term trades will be required to be disgorged. The Compliance Officer may make an exception for severe and extenuating circumstances.

With respect to Bogle mutual funds, Bogle Investment Management prohibits all investment personnel from frequent trading, market timing and "late-trading." No transactions may be done within ten days of the opposite type of transaction. All trade requests must be submitted to the transfer agent or broker prior to 12:00 noon. Under no circumstances will trades be allowed to take place after the market has closed for the day. The Compliance Officer may make an exception to the holding period requirement for severe and extenuating circumstances, when it is clear there is no intent to market time.

GIFTS

All personnel are prohibited from receiving any gift (including tickets), service or other thing of more than $100 value from any person or entity that does business with or on behalf of Bogle Investment Management, or has in the past or may in the future do business with Bogle Investment Management. This policy excludes business meals, however, any meal with a cost in excess of $100 per person must be reported to the Compliance Officer.

SERVICE AS A DIRECTOR

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

OTHER RESPONSIBILITIES

TIMELY REPORTING OF TRADES

Bogle Investment Management employees trading any covered security for their own account must provide written confirmation of all trades to Bogle Investment Management's Compliance Officer within five business days of the trade. A covered security means a security as defined in Section 2(a)(9) of the Investment Company Act; it includes all securities except for government obligations, cash and cash instruments, and non-BIM mutual funds (BIM mutual funds are not excluded and must be reported as part of all personal trading compliance). Employees are also required to report transactions in securities in which Bogle Investment Management has any direct or indirect beneficial ownership.

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

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

In addition, employees must certify within ten calendar days of the end of each calendar quarter, that all trades made by the employee were disclosed to the company and conformed with all compliance procedures as specified in this manual. In the quarterly trade report, employees must also identify any broker, dealer, or bank with whom they maintain a trading account.

Finally, employees must keep a written log documenting the time and date of each trade, together with a brief description of the investment rationale for the trade.

EMPLOYEE RESPONSIBILITY TO KNOW THE RULES

Bogle Investment Management employees are responsible for their actions under the law and therefore required to be sufficiently familiar with the law to avoid infringing it. Employees who have any doubt about the reporting, timing, feasibility or any other question regarding a personal securities transaction must seek clarification from the Compliance Officer or his/her designate before transacting in the security. Misinterpretation of the rules will not be tolerated as an excuse for mistakenly transacting in a security. Any uncertainty about the rules and regulations will require that the individual not transact in the security.

Within thirty days of receiving the book, Bogle Investment Management employees must have read and become familiar with this Compliance Manual and with the CFA Code of Ethics and Standards of Practice Handbook. Employees must certify, in writing, that they have read and understood these two publications and that they will conduct themselves professionally in complete accordance with the requirements and standards therein.

EMPLOYEE RESPONSIBILITY TO REPORT KNOWLEDGE OF ANY VIOLATIONS TO COMPLIANCE OFFICER

Bogle Investment Management employees have an obligation to report to the Compliance Officer any knowledge they have of violations of this Compliance Manual or violations of any other applicable law, rule, or regulation of any government, governmental agency, or regulatory organization governing Bogle Investment Management's professional, financial, or business activities. Failure to report knowledge of any violation will be considered a violation and will subject the employee to immediate dismissal. It is each employee's responsibility to know the laws and rules governing personal trading activity and the Company's business activities.

COMPLIANCE OFFICER RESPONSIBILITIES

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

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

The Compliance Officer is responsible for staying current with significant new legal developments in the area of financial advisory services, fiduciary responsibilities, and insider trading, and to convey such developments to Bogle Investment Management's employees.

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

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

FUTURES AND OPTIONS TRADING

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

PROMOTIONAL MATERIAL RELATED TO FUTURES AND OPTIONS

All promotional material which describes Bogle Investment Management L.P.'s use of futures and options must be reviewed and approved by an officer, general partner, or other supervisory employee other than the individual who prepared such material. This review must be documented and filed.

CUSTOMER COMPLAINTS

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

PRIVACY POLICY

In conjunction with Regulation S-P, Bogle Investment Management, L.P. (the "Firm") has adopted the following privacy policy in order to safeguard the personal/proprietary information of the Firm's clients, customers and consumers ("Clients") in accordance with Regulation S-P as promulgated by the Securities and Exchange Commission.

1) The Firm is committed to protecting the confidentiality and security of the information it collects and will handle personal/proprietary Client information only in accordance with Regulation S-P and any other applicable laws, rules and regulations. The Fund will ensure: (a) the security and confidentiality of Client records and information; (b) that these records and information are protected from any anticipated threats and hazards; and (c) that these records and information are protected from unauthorized access or use.

2) The Firm conducts its business affairs through its employees and third parties that provide services pursuant to agreements with the Firm. Only employees who need to have access to Client information as part of the Firm's effort to carry out its duties on behalf of the Client, will have access to Client records and information. This access should only be used in the employees' performance of their responsibilities for the Firm on behalf of the Client.

3) In a case where a third party service provider needs to have access to Client information as part of the Firm's effort to carry out it duties on behalf of the Client, the Firm will determine that the policies and procedures of its service providers are reasonably designed to safeguard Client information and only permit appropriate and authorized access to and use of Client information through the application of appropriate administrative, technical and physical protections.

4) The Firm may share Client information with affiliated and unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Firm will not share Client information with unaffiliated third parties other than as permitted by law without (i) providing an opt out right to the Client or (ii) providing the required disclosure and contractual provision in the case of information sharing conducted pursuant to a marketing agreement. A determination that an entity is an affiliate for purposes of information sharing pursuant to Regulation S-P shall not be deemed to mean that such entity or its parent "controls" the Firm as defined pursuant to other laws, rules or regulations.

5) This privacy policy will be attached as an addendum to the Firm's Code of Ethics. All current and future employees of the Firm have been and will be made aware of the firm's Privacy Policy.

6) The Firm will protect and handle internally any personal Client information it receives from third parties in the same manner as the personal Client information it collects and will only share such information with third parties as permitted by Regulation S-P.

7) Privacy notices will be sent out to all Clients on an annual basis along with the annual mailing of the Firm's Form ADV.

Any violation of the above policies will subject the violating employee to disciplinary action, including but not limited to monetary penalties and/or termination of their employment at Bogle Investment Management.

BOGLE INVESTMENT MANAGEMENT EMPLOYEE COMPLIANCE CHECKLIST

EMPLOYEE NAME:

DATE OF HIRE:

I certify that I introduced this employee to the concept of compliance and provided him/her with a copy of the Bogle Investment Management Compliance Manual and the CFA Code of Ethics and Standards of Practice Handbook.

COMPLIANCE OFFICER: DATE:

I certify that I have read and understood the Bogle Investment Management Compliance Manual and the CFA Code of Ethics and Standards of Practice Handbook and that I will conduct myself in accordance with the rules, laws, and standards therein. I further certify that I will always act as a responsible fiduciary for Bogle Investment Management' clients and that I will not utilize material non-public information in any investment decision I make on my own behalf or on behalf of Bogle Investment Management's clients.

EMPLOYEE: DATE:

DISCLOSURE OF PERSONAL HOLDINGS

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

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

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

EMPLOYEE: DATE:

OTHER FORMS AVAILABLE FROM THE COMPLIANCE OFFICER

Trade Authorization Request

Quarterly Report of Securities Transactions

Annual Certification

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

Exhibit EX-99.p.3

PFPC DISTRIBUTORS, INC.
CODE OF CONDUCT
April 20, 2001

This Code of Conduct has been adopted by the Firm's Board of Directors for the purpose of avoiding and preventing certain actions constituting conflicts of interest with the investment activities of a Fund or Funds for which the Firm acts as distributor. This Code of Conduct applies to all officers, directors, employees or associated persons of the Firm. The terms and conditions of this Code shall supersede those of the PFPC Worldwide, Inc. Code of Conduct (the "PFPC Code") to the extent that any term or condition of this Code is inconsistent with the PFPC Code.

The following definitions shall apply herein:

1. "Access Person" shall mean any Firm director or officer who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by a Fund for which the Firm acts as distributor, or whose functions or duties as part of the ordinary course of his or her business relate to the making of any recommendation to such Fund regarding the purchase or sale of Covered Securities. An individual shall be considered as Access Person only with respect to the Fund to which the foregoing definition applies. A list of the current Access Persons is attached to this Code as Appendix A.

2. "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Application of this definition is explained in more detail in Appendix B hereto.

3. "Code" shall mean this Code of Conduct.

4. "Covered Security" (in the plural, "Covered Securities") shall mean any security or securities referred to in Section 2(a)(36) of the Investment Company Act of 1940 (the "1940 Act") (including any option, contract, warrant or exercisable right to purchase or sell any security) with the following exceptions: direct obligations issued or guaranteed by the United States; short-term securities issued or guaranteed by an agency or instrumentality of the United States; commercial paper; bankers' acceptances; bank certificates of deposit; commercial paper and high quality short-term debt instruments, including repurchase agreements; shares of open-end registered investment companies; and any other securities excepted by Rule 17j-1 under the 1940 Act.

5. "Firm" shall mean PFPC Distributors, Inc.

6. "Designated Person" shall mean any person designated by the Firm to be authorized to take actions to carry out policies and procedures set forth in the Code. As of the date of this Code, the President and Chief Compliance Officer for the Firm has been named the Designated Persons.

7. "Employee" (in the plural, "Employees") shall mean each person registered as a representative of the Firm with the National Association of Securities Dealers, Inc.

8. "Fund" (in the plural, "Funds") shall mean any registered investment company or investment portfolio for which the Firm acts as distributor.

9. "Material Information" shall mean information (i) which can reasonably be expected to have a material impact on the financial condition or operations of a Firm or (ii) which an investor would consider important in determining whether to buy or sell securities of an issuer.

10. "Personal Account" shall mean any account used for the purchase and sale of securities in which an Employee has a direct or indirect Beneficial Ownership.

11. "Purchase or Sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security.

12. "Security Held or to be Acquired by the Fund" shall mean any Covered Security, which, within the most recent 15 days: (a) is being held by the Fund; or (b) is being or has been considered by the Fund or its investment adviser for purchase by the Fund, and any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

No later than 10 days after a person becomes an Access Person, every Access Person must file with the Chief Compliance Officer an initial holdings report which shall set forth the following information:

(a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(b) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

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

A sample of the form of report is attached to this Code as Appendix C.

Every Access Person must file with the Chief Compliance Officer not later than 10 days after the end of each calendar quarter a confidential personal securities transaction report for such quarter setting forth for every transaction in a Covered Security in the Access Person's Personal Account the following information:

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

(b) the nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition including gifts, exercise of conversion rights, exercise or sale of subscription rights, reinvestment of dividends and receipt of stock splits or stock dividends);

(c) the price at which the transaction was effected;

(d) the name of the broker, dealer, bank, other corporation, or person with or through whom the transaction was effected; and

(e) the date the report is submitted by the Access Person.

A sample of the form of report is attached to this Code as Appendix D.

An Access Person need not make a quarterly transaction report if the report would duplicate information contained in the broker trade confirmations or account statements received by the Firm with respect to the Access Person, if all of the information required is contained in the broker trade confirmations or accounts statements or the records of the Firm.

Annually every Access Person must file with the Chief Compliance Officer a confidential personal securities transaction report (which must be current as of a date no more than 30 days before the report is submitted) setting forth for every transaction in a Covered Security in the Access Person's Personal Account the following information:

(a) the title, number of shares and principal amount of each Covered Security in which the Access person had an direct or indirect beneficial ownership;

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

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

A sample of the form of report is attached to this Code as Appendix E.

Any such report may contain a statement to the effect that such report shall not be construed as an admission by the reporting person as to any direct or indirect beneficial ownership of the Security or Securities to which the report relates.

No Access Person shall be required to make the foregoing report where the Firm (i) is not an affiliated person of any Fund or any investment adviser of any Fund and (ii) has no officers, directors or general partners who serve as officers, directors or general partners of such Fund or any such investment adviser. As of the date of this Code, the foregoing exception to reporting applies to all Access Persons. The Designated Supervisory Person shall notify all Access Persons immediately in the event that the exception to the reporting requirement is no longer applicable.

It is unlawful for any Employee, Firm director or Firm officer, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

(a) to employ any device scheme or artifice to defraud the Fund;

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

(c) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(d) to engage in any manipulative practice with respect to the Fund.

No Employee, Firm director or Firm officer may, directly or indirectly, purchase or sell a Covered Security for his or her Personal Account if such individual knows or, in the ordinary course of fulfilling his or her duties as an Employee, Firm director or Firm officer, should know that (i) a purchase or sale of such Covered Security by a Fund is being considered by the Fund or its investment adviser, or (ii) during the five (5) business day period immediately preceding the date of the transaction in a Covered Security by the Employee, Firm director or Firm officer, such Security was purchased or sold by a Fund.

No Employee, Firm director or Firm officer may, directly or indirectly, purchase or sell a Covered Security for his or her Personal Account while such individual possesses non-public Material Information relating to that Covered Security or its issuer. The most common examples of information that is "non-public" are: (i) information that has neither been published by any news agency nor filed with the Securities and Exchange Commission as part of a publicly available filing and (ii) information that has been discussed only within the confines of a board meeting.

Any Employee, Firm officer or Firm director who has violated Sections III (A), (B) or (C) of the Code or who knows of such a violation by another Employee, Firm director or Firm officer shall immediately notify the Designated Person, in writing, of such violation.

Apart from the specific restrictions set forth in Sections II and III of the Code, purchases and sales should be arranged in such a way as to avoid transactions contrary to the intent of this Code. Any attempt by an Employee, Firm director or Firm officer to do indirectly what this Code is meant to prohibit will be deemed a direct violation hereof. If there is any doubt whether your transactions may be in conflict with the intent of this Code you should check before buying or selling with the Designated Person.

Certain associated persons of the Firm may also be employees of a registered investment adviser and, accordingly, subject to codes of conduct, including restrictions on personal securities transactions, more stringent than those set forth in this Code. The Firm will rely on the registered investment advisers to enforce their codes of conduct.

If the Designated Person determines that a violation of the Code has occurred, she shall so advise the Firm's Board of Directors for referral to the Executive Management Committee of PFPC Worldwide, Inc., the parent of the Firm (the "Committee"). The Committee may impose such sanctions as it deems appropriate, including, inter alia, a letter of censure or suspension or termination of the employment of the violator. In any event, (i) any Employee, Firm director or Firm officer who violates Section III (A) or (B) of the Code shall be subject to disciplinary action which may include termination of registration with the Firm and (ii) any profit realized from a securities transaction that violates Section III (A) or (B) of the Code shall be disgorged as directed by the Committee.

On an annual basis, each Employee, Firm director and Firm officer shall certify in writing that such individual has read and understands the Code and has complied with all of its provisions during the preceding year in which the Code was in effect. The annual certification is attached to the Code. (Upon employment, each employee will receive the Code and sign an initial "Certification of Receipt.")

1. The Firm shall use reasonable diligence and institute procedures reasonably necessary to prevent violations of this Code.

2. No less frequently than annually, the Firm shall furnish to the Fund's board of directors a written report that

(a) describes any issues arising under the Code since the last report to the board of directors, including, but not limited to, information about material violations of the Code and sanctions imposed in response to material violations; and

(b) certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

1. The Firm shall maintain records in the manner and to the extent set forth below, which records may be maintained in any manner described in Rule 31a-2(f)(1) under the 1940 Act, as follows:

(a) a copy of the Code and any other code which is, or at any time within the past five years has been in effect, shall be preserved in an easily accessible place;

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

(c) a copy of each certification made by an Employee, Firm director or Firm officer pursuant to the Code (including any information provided in lieu of reports under Section II(B) of the Code) shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place;

(d) a record of all persons, currently or within the last five years, who are or were required to make reports under Section II of the Code, or who are or were responsible for reviewing these reports, shall be preserved in an easily accessible place; and

(e) a copy of each report required by Section V(A)(2) shall be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

2. The Firm shall make such records available for examination at the Firm headquarters by representatives of the Securities and Exchange Commission at such time as said representatives may reasonably request.

3. Except as may be required pursuant to Section III (E) and Section V (A)(2) of the Code, all reports and any other information of a personal nature shall be treated as confidential by the Designated Supervisory Person.

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

                                   APPENDIX A

                             LIST OF ACCESS PERSONS

      NAME                          TITLE                       ACCESS PERSON?
----------------    -------------------------------------    -------------------

Brian Burns         Director, President, Chief                       No*
                    Executive Officer & Chairman
Michael DeNofrio    Director                                         No*
Susan Keller        Director                                         No*
Salvatore Faia      Secretary & Clerk                                No*
Rita Adler          Chief Compliance Officer                         No*
Christine Ritch     Chief Legal Officer, Assistant                   No*
                    Secretary & Assistant Clerk
John Coary          Treasurer and Financial and                      No*
                    Operations Principal
Bradley Stearns     Assistant Secretary & Assistant Clerk            No*
Doug Castagna       Controller & Assistant Treasurer                 No*
John L. Wilson      Assistant Secretary & Assistant Clerk            No*
Linda Toepel        Assistant Secretary & Assistant Clerk            No*

*Not an Access Person because (1) such person does not in the ordinary course of his/her business make, participate in or obtain information regarding the purchase or sale of securities for a Fund; and (2) such person's duties as part of the ordinary course of his/her business do not relate to the making of any recommendation to such Fund regarding the purchase or sale of securities.

APPENDIX B

This Code of Conduct relates to the purchase or sale of securities of which a person has a direct or indirect "beneficial ownership" except for purchases or sales in accounts over which the person has no direct or indirect influence or control as described below.

Beneficial Ownership

"Beneficial ownership" means that one directly or indirectly, by written or unwritten understanding, has a (or shares a direct or indirect) financial interest regardless of who is the owner of record. Financial interest means the opportunity, directly or indirectly, to participate in the risks and rewards of a transaction. Securities owned by a person or by a trust of which one has a beneficial ownership or a similar arrangement include, but are not limited to:

(1) Securities owned by your spouse, your minor children and relatives of you and your spouse who live in your home, including trusts of which such persons are beneficiaries (other than interests in a trust over which neither you nor such person has any direct or indirect influence or control over investments);

(2) A proportionate interest in securities held by a partnership of which you are a general partner;

(3) Securities in which you have a right to dividends that is separated or separable from the underlying securities;

(4) Securities that you have a right to acquire through the exercise or conversion of another security, whether or not presently exercisable; and

(5) Securities held in accounts from which you receive a performance related fee based on less than one year's performance.

You do not have a financial interest in securities held by a corporation of which you are not a controlling shareholder and do not have or share investment control over its portfolio.

No Influence or Control

The Code does not apply to purchases and sales of securities effected in any account over which you do not have "any direct or indirect influence or control". However, this "no direct or indirect influence or control" exception is limited to few situations. The principal one is that described in paragraph
(1) above, where securities are held in a trust, in which you have a beneficial interest, but where you are not the Trustee and have no control or influence over the Trustee.