ARBOR FUND, 485APOS, 2000-03-16

ARBOR FUND
485APOS, 2000-03-16

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2000

File No. 33-50718
File No. 811-7102

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 27 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 29 /X/

THE ARBOR FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 932-7781

MARK E. NAGLE
C/O SEI CORPORATION
OAKS, PENNSYLVANIA 19456
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Copies to:
RICHARD W. GRANT, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
- --------------------------------------------------------------------------------
It is proposed that this filing become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.

<PAGE>

GOLDEN OAK FAMILY OF FUNDS

PROSPECTUS

MAY 31, 2000

INTERNATIONAL EQUITY PORTFOLIO

THE ARBOR FUND

INSTITUTIONAL SHARES, CLASS A SHARES AND CLASS B SHARES

ADVISED BY
CITIZENS BANK

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.

Page 1 of 17
<PAGE>

ABOUT THIS PROSPECTUS

The Golden Oak Family of Funds is a mutual fund family that offers different
classes of shares in separate investment portfolios (Portfolios). The Portfolios
have individual investment goals and strategies. This prospectus gives you
important information about the Institutional, Class A and Class B Shares of the
Golden Oak International Equity Portfolio that you should know before investing.
Please read this prospectus and keep it for future reference.

Institutional, Class A and Class B Shares have different expenses and other
characteristics, allowing you to choose the class that best suits your needs.
You should consider the amount you want to invest, how long you plan to have it
invested, and whether you plan to make additional investments.

INSTITUTIONAL SHARES
- NO SALES CHARGE
- NO 12b-1 OR SHAREHOLDER FEES
- $1,000,000 MINIMUM INITIAL INVESTMENT

CLASS A SHARES
- FRONT-END SALES CHARGE
- 12b-1 FEES
- $1,000 MINIMUM INITIAL INVESTMENT

CLASS B SHARES
- CONTINGENT DEFERRED SALES CHARGE
- HIGHER 12b-1 FEES
- $1,000 MINIMUM INITIAL INVESTMENT
- CONVERT TO CLASS A SHARES AFTER 7 YEARS

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. FOR MORE DETAILED INFORMATION ABOUT THE
PORTFOLIO, PLEASE SEE:

PAGE
GOLDEN OAK INTERNATIONAL EQUITY PORTFOLIO
INVESTMENT STRATEGIES, PRINCIPAL RISKS AND EXPENSES..........XXX
MORE INFORMATION ABOUT RISK......................................XXX
MORE INFORMATION ABOUT PORTFOLIO INVESTMENTS.....................XXX
INVESTMENT ADVISER AND SUB-ADVISER ..............................XXX
PORTFOLIO MANAGERS...............................................XXX
PURCHASING, SELLING AND EXCHANGING PORTFOLIO SHARES..............XXX
DISTRIBUTION OF PORTFOLIO SHARES.................................XXX
DIVIDENDS AND DISTRIBUTIONS......................................XXX
TAXES............................................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT THE
GOLDEN OAK FAMILY OF FUNDS...................................Back Cover

Page 2 of 17
<PAGE>

GOLDEN OAK INTERNATIONAL EQUITY PORTFOLIO

PORTFOLIO SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Common stocks of companies operating in
Europe, Japan and the Pacific Basin

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Investing in a broad selection of
companies operating in diverse markets
outside of the United States

INVESTOR PROFILE Investors who seek long-term capital
appreciation and want to diversify their
investments by investing overseas, and
who are willing to bear the risks of
international investing

INVESTMENT STRATEGY OF THE GOLDEN OAK INTERNATIONAL EQUITY PORTFOLIO

The Portfolio invests primarily (at least 65% of its assets) in common stocks
of foreign companies. The Portfolio will generally invest in companies that
operate in established markets, such as Europe, Japan and the Pacific Basin,
but may invest to a lesser extent in emerging market companies. The Adviser
has engaged [Goldman Sachs Asset Management, Inc, BlackRock International, Ltd,
Federated Investors, or Deutsche Asset Management] as sub-adviser (Sub-Adviser)
to manage the portfolio on a day-to-day basis. In choosing investments for
the Portfolio, the Sub-Adviser begins with a "top-down" analysis of general
global economic conditions to determine how the Portfolio's investments will
be allocated among these foreign regions. It then conducts a "bottom-up"
fundamental analysis that evaluates key performers operating in industry
sectors that the Sub-Adviser believes have the best potential for long-term
growth. The Sub-Adviser focuses its analysis on individual companies'
earnings growth potential and the quality of corporate management. The
Sub-Adviser generally does not base stock selections on company size, but
rather on a company's fundamental prospects for growth. As a result, the
Portfolio may own stocks of smaller capitalization companies. The Sub-Adviser
monitors the securities held by the Portfolio and may sell a security when it
achieves a designated price target, there is a fundamental change in a
company's growth prospects or a region's economic outlook, or better
investment opportunities become available.

PRINCIPAL RISKS OF INVESTING IN THE GOLDEN OAK INTERNATIONAL EQUITY PORTFOLIO

Since it purchases common stocks, the Portfolio is subject to the risk that
stock prices will fall over short or extended periods of time. Historically,
the equity markets have moved in cycles, and the value of the Portfolio's
securities may fluctuate drastically from day to day. Individual companies
may report poor results or be negatively affected by industry and/or economic
trends and developments. The prices of securities issued by such companies
may suffer a decline in response. These factors contribute to price
volatility, which is the principal risk of investing in the Portfolio.

Page 3 of 17
<PAGE>

The foreign small to medium capitalization companies the Portfolio invests in
may be more vulnerable to adverse business or economic events than larger, more
established companies. In particular, these small to medium sized companies may
have limited product lines, markets and financial resources, and may depend upon
a relatively small management group. Therefore, small to medium capitalization
stocks may be more volatile than those of larger companies. These securities may
be traded over the counter or listed on an exchange.

Investing in foreign countries poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These events will not necessarily affect the U.S. economy or
similar issuers located in the United States. In addition, investments in
foreign countries are generally denominated in a foreign currency. As a result,
changes in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Portfolio's investments. These
currency movements may happen separately from and in response to events that do
not otherwise affect the value of the security in the issuer's home country.

Emerging market countries are countries that the World Bank or the United
Nations considers to be emerging or developing. Emerging markets may be more
likely to experience political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition, the financial stability
of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an
increased risk of price volatility associated with the Portfolio's investments
in emerging market countries, which may be magnified by currency fluctuations
relative to the U.S. dollar.

The Portfolio is also subject to the risk that international stocks may
underperform other segments of the equity market or the equity markets as a
whole.

PERFORMANCE INFORMATION

The Portfolio is new and did not have performance information at the time this
prospectus was printed.

PORTFOLIO FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
PORTFOLIO SHARES.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
INSTITUTIONAL CLASS A SHARES CLASS B SHARES
SHARES
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)* None 5.75% None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None None 5.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and other Distributions
(as a percentage of offering price) None None None
Redemption Fee
(as a percentage of amount redeemed, if applicable) None None None
Exchange Fee None None None
</TABLE>

* This sales charge varies depending upon how much you invest. See "Purchasing
Portfolio Shares."

Page 4 of 17
<PAGE>

ANNUAL PORTFOLIO OPERATING EXPENSE (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)

<TABLE>
<CAPTION>
INSTITUTIONAL SHARES CLASS A SHARES CLASS B SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees [0.99%] [0.99%] [0.99%]
Distribution and Service (12b-1) Fees None 0.25% 1.00%
Other Expenses 0.36% 0.36% [0.36%]
----- ----- -------
Total Annual Portfolio Operating Expenses 1.35% 1.60% 2.35%
</TABLE>

For more information about these fees, see "Investment Adviser and Sub-Adviser"
and "Distribution of Portfolio Shares."

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Portfolio for the time periods indicated and that
you sell your shares at the end of the period.

The Example also assumes that each year your investment has a 5% return,
Portfolio operating expenses remain the same and you reinvest all dividends and
distributions. Although your actual costs and returns might be different, your
estimated costs of investing $10,000 in the Portfolio would be:

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
INSTITUTIONAL SHARES $XXX $XXX
CLASS A SHARES $XXX $XXX
CLASS B SHARES $XXX $XXX
</TABLE>

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
INSTITUTIONAL SHARES $XXX $XXX
CLASS A SHARES $XXX $XXX
CLASS B SHARES $XXX $XXX
</TABLE>

Page 5 of 17
<PAGE>

MORE INFORMATION ABOUT RISK

The Portfolio is a mutual fund. A mutual fund pools shareholders' money and,
using professional investment managers, invests it in securities.

The Portfolio has its own investment goal and strategies for reaching that goal.
The investment managers invest Portfolio assets in a way that they believe will
help the Portfolio achieve its goal. Still, investing in the Portfolio involves
risk and there is no guarantee that the Portfolio will achieve its goal. An
investment manager's judgments about the markets, the economy, or companies may
not anticipate actual market movements, economic conditions or company
performance, and these judgments may affect the return on your investment. In
fact, no matter how good a job an investment manager does, you could lose money
on your investment in the Portfolio, just as you could with other investments. A
PORTFOLIO SHARE IS NOT A BANK DEPOSIT AND IT IS NOT INSURED OR GUARANTEED BY THE
FDIC OR ANY GOVERNMENT AGENCY.

The value of your investment in the Portfolio is based on the market prices of
the securities the Portfolio holds. These prices change daily due to economic
and other events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities the Portfolio owns and the markets in which they trade.
The effect on the Portfolio of a change in the value of a single security will
depend on how widely the Portfolio diversifies its holdings.

EQUITY RISK -- Equity securities include public and privately issued equity
securities, common and preferred stocks, warrants, rights to subscribe to common
stock and convertible securities, as well as instruments that attempt to track
the price movement of equity indices. Investments in equity securities and
equity derivatives in general are subject to market risks that may cause their
prices to fluctuate over time. The value of securities convertible into equity
securities, such as warrants or convertible debt, is also affected by prevailing
interest rates, the credit quality of the issuer and any call provision.
Fluctuations in the value of equity securities in which a mutual fund invests
will cause the Portfolio's net asset value to fluctuate. An investment in a
portfolio of equity securities may be more suitable for long-term investors who
can bear the risk of these share price fluctuations.

FOREIGN SECURITY RISKS -- Investments in securities of foreign companies or
governments can be more volatile than investments in U.S. companies or
governments. Diplomatic, political, or economic developments, including
nationalization or appropriation, could affect investments in foreign countries.
Foreign securities markets generally have less trading volume and less liquidity
than U.S. markets. In addition, the value of securities denominated in foreign
currencies, and of dividends from such securities, can change significantly when
foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign
companies or governments generally are not subject to uniform accounting,
auditing, and financial reporting standards comparable to those applicable to
domestic U.S. companies or governments. Transaction costs are generally higher
than those in the U.S. and expenses for custodial arrangements of foreign
securities may be somewhat greater than typical expenses for custodial
arrangements of similar U.S. securities. Some foreign governments levy
withholding taxes against dividend and interest income. Although in some
countries a portion of these taxes are recoverable, the non-recovered portion
will reduce the income received from the securities comprising the portfolio.

Page 6 of 17
<PAGE>

In addition to these risks, certain foreign securities may be subject to the
following additional risks factors:

CURRENCY RISK -- Investments in foreign securities denominated in foreign
currencies involve additional risks, including:

- - The value of a Portfolio's assets measured in U.S. dollars may be affected
by changes in currency rates and in exchange control regulations.

- - A Portfolio may incur substantial costs in connection with conversions
between various currencies.

- - A Portfolio may be unable to hedge against possible variations in foreign
exchange rates or to hedge a specific security transaction or portfolio
position.

- - Only a limited market currently exists for hedging transactions relating to
currencies in certain emerging markets.

MORE INFORMATION ABOUT PORTFOLIO INVESTMENTS

This prospectus describes the Portfolio's primary strategies, and the Portfolio
will normally invest in the types of securities described in this prospectus.
However, in addition to the investments and strategies described in this
prospectus, the Portfolio also may invest in other securities, use other
strategies and engage in other investment practices. These investments and
strategies, as well as those described in this prospectus, are described in
detail in our Statement of Additional Information.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, the Portfolio may invest up to
100% of its assets in cash or money market instruments that would not ordinarily
be consistent with the Portfolio's objectives. The Portfolio will do so only if
the Adviser or Sub-Adviser believes that the risk of loss outweighs the
opportunity for capital gains. Of course, we cannot guarantee that the Portfolio
will achieve its investment goal.

INVESTMENT ADVISER AND SUB-ADVISER

The Investment Adviser oversees the Sub-Adviser to ensure compliance with the
Portfolio's investment policies and guidelines, and monitors the Sub-Adviser's
adherence to its investment style. The Board of Trustees of The Arbor Fund
supervises the Adviser and Sub-Adviser and establishes policies that the Adviser
and Sub-Adviser must follow in their management activities.

Citizens Bank serves as the Adviser to the Portfolio. Citizens Bank has managed
bank common funds, pension plan assets and personal trust assets since 1927. As
of January 1, 2000, Citizens Bank had approximately $3.8 billion in assets under
management. The Adviser is entitled to receive 0.99% of the Portfolio's average
daily net assets for its investment advisory services, but may receive less due
to waivers.

[Goldman Sachs Asset Management, Inc. (GSAMI), 133 Petersborough Court, London,
England EC4A 2BB, manages the Portfolio on a day-to-day basis. GSAMI selects,
buys and sells securities for the Portfolio under the supervision of the Adviser
and the Board of Trustees. GSAMI is an affiliate of Goldman Sachs. Founded in
1869, Goldman Sachs is among the oldest

Page 7 of 17
<PAGE>

and largest investment banking firms in the United States. Goldman Sachs is a
leader in developing portfolio strategies and in many fields of investing and
financing, participating in financial markets worldwide and serving individuals,
institutions, corporations and governments. GSAMI is entitled to receive [.65%]
of the Portfolio's average daily net assets for its services [, but may receive
less due to waivers.]

The Portfolio is managed by a team of investment professionals from GSAMI. No
one person is primarily responsible for making investment recommendations to the
team.]

[BlackRock International, Ltd. (BIL), 7 Castle Street, Edinburgh, Scotland,
manages the Portfolio on a day-to-day basis. BIL selects, buys and sells
securities for the Portfolio under the supervision of the Adviser and the Board
of Trustees. BIL is an affiliate of BlackRock Advisors, Inc. (BlackRock) which
was organized in 1994 to perform advisory services for investment companies.
BlackRock is a subsidiary of PNC Bank Corp., one of the largest diversified
financial services companies in the United States. BIL is entitled to receive
[.65%] of the Portfolio's average daily net assets for its services [, but may
receive less due to waivers.]

Gordon Anderson manages the Portfolio and has served as Managing and Investment
Director of BlackRock International, Ltd. since 1996. His previous position was
Investment Director at Dunedin Fund Managers Ltd. He has managed international
equity funds for BIL since 1996.]

[Federated Investors (Federated), Federated Investors Tower, 1001 Liberty
Avenue, Pittsburgh, PA 45222-3779, manages the Portfolio on a day-to-day
basis. Federated was founded in Pittsburgh, PA in 1955. Federated selects,
buys and sells securities for the Portfolio under the supervision of the
Adviser and the Board of Trustees. Federated is entitled to receive [65%] of
the Portfolios average daily net assets for its services
[, but may receive less due to waivers.]

The Portfolio is managed by a team of investment professionals from
Federated. No one person is responsible for making recommendations to the
team.]

[Deutsche Asset Management (DSM), 885 Third Avenue, 32nd Floor, New York,
New York 10022, manages the Portfolio on a day-to-day basis. DSM selects,
buys and sells securities for the Portfolio under the supervision of the
Adviser and the Board of Trustees. DSM is the marketing name for the asset
management activities of Deutsche Asset Management, Inc. (formerly Morgan
Grenfell Inc.). DSM is dedicated to servicing the needs of corporations,
governments, financial institutions, and private clients and has invested
retirements assets on behalf of the nation's largest corporations and
institutions for more than 50 years. DSM is entitled to receive [.65%] of
the Portfolio's average daily net assets for its services
[, but may receive less due to waivers.]

The Portfolio is managed by a team of investment professionals from DMS.
No one person is responsible for making recommendations to the team.]

PURCHASING, SELLING AND EXCHANGING PORTFOLIO SHARES

This section tells you how to purchase, sell (sometimes called "redeem") and
exchange Institutional Shares, Class A Shares, and Class B Shares of the
Portfolio.

The classes have different expenses and other characteristics.

INSTITUTIONAL SHARES
- NO SALES CHARGE
- NO 12b-1 FEES OR SHAREHOLDER FEES
- $1,000,000 MINIMUM INITIAL INVESTMENT

CLASS A SHARES
- FRONT-END SALES CHARGE
- 12b-1 FEES
- $1,000 MINIMUM INITIAL INVESTMENT

CLASS B SHARES
- CONTINGENT DEFERRED SALES CHARGE
- HIGHER 12b-1 FEES
- $1,000 MINIMUM INITIAL INVESTMENT
- CONVERT TO CLASS A SHARES AFTER 7 YEARS

For some investors the minimum initial investment may be lower.

Institutional Shares are for financial institutions investing for their own or
their customers' accounts. For information on how to open an account and set up
procedures for placing transactions call 1-800-808-4920.

Page 8 of 17
<PAGE>

Class A Shares and Class B Shares are for individual and institutional
investors.

HOW TO PURCHASE PORTFOLIO SHARES

You may purchase shares directly by:

- - Mail (Class A and Class B only)
- - Telephone
- - Wire
- - Direct Deposit, or
- - Automated Clearing House (ACH).

To purchase shares directly from us, please call 1-800-808-4920. Unless you
arrange to pay by wire or through direct deposit or ACH, write your check,
payable in U.S. dollars, to "Golden Oak Family of Funds" and include the name of
the Portfolio on the check. You cannot purchase Institutional Shares by check.
The Portfolio cannot accept third-party checks, credit cards, credit card checks
or cash.

You may also buy shares through accounts with brokers and other institutions
that are authorized to place trades in Portfolio shares for their customers. If
you invest through an authorized institution, you will have to follow its
procedures, which may be different from the procedures for investing directly.
Your broker or institution may charge a fee for its services, in addition to the
fees charged by the Portfolio. You will also generally have to address your
correspondence or questions regarding the Portfolio to your institution.

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day). Shares cannot be purchased by Federal Reserve Wire on
days when either the New York Stock Exchange or the Federal Reserve is closed.

The Portfolio may reject any purchase order if it determines that accepting the
order would not be in the best interests of the Portfolio or its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Portfolio receives your purchase order plus, in
the case of Class A Shares, the applicable front-end sales charge.

The Portfolio calculates its NAV once each Business Day at the
regularly-scheduled close of normal trading on the New York Stock Exchange
(normally, 4:00 p.m. Eastern time). So, for you to receive the current Business
Day's NAV, generally the Portfolio must receive your purchase order before 4:00
p.m. Eastern time.

The Portfolio holds securities that are listed on foreign exchanges. These
securities may trade on weekends or other days when the Portfolio does not
calculate NAV. As a result, the market value of the Portfolio's investments may
change on days when you cannot purchase or sell Portfolio shares.

HOW WE CALCULATE NAV

NAV for one Portfolio share is the value of that share's portion of the net
assets of the Portfolio.

Page 9 of 17
<PAGE>

In calculating NAV, the Portfolio generally values its investment portfolio at
market price. If market prices are unavailable or the Portfolio thinks that they
are unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.

MINIMUM PURCHASES

To purchase shares for the first time, you must invest in the Portfolio at
least:

<TABLE>
<CAPTION>
<S> <C>
CLASS DOLLAR AMOUNT
Institutional Shares $1,000,000
Class A Shares $1,000 ($500 minimum for an IRA)
Class B Shares $1,000 ($500 minimum for an IRA)
</TABLE>

Your subsequent investments in Class A and Class B Shares of the Portfolio must
be made in amounts of at least $50. There is no minimum for subsequent
investments in Institutional Shares.

The Portfolio may accept investments of smaller amounts for either class of
shares at it discretion.

SYSTEMATIC INVESTMENT PLAN (CLASS A AND CLASS B ONLY)

If you have a checking or savings account, you may purchase Class A Shares and
Class B Shares automatically through regular deductions from your account. Once
your account has been opened, you may begin regularly scheduled investments of
at least $50 per month. Purchases of Class A Shares made through the Systematic
Investment Plan are subject to the applicable sales charge.

SALES CHARGES

FRONT-END SALES CHARGES - CLASS A SHARES

The offering price of Class A Shares is the NAV next calculated after the
Portfolio receives your request, plus the front-end sales load.

The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:

<TABLE>
<CAPTION>
YOUR SALES CHARGE AS A PERCENTAGE OF YOUR SALES CHARGE AS A PERCENTAGE
IF YOUR INVESTMENT IS: OFFERING PRICE OF YOUR NET INVESTMENT
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LESS THAN $50,000 5.75% 6.10%
$50,000 BUT LESS THAN $100,000 4.50% 4.71%
$100,000 BUT LESS THAN $250,000 3.50% 3.63%
$250,000 BUT LESS THAN $500,000 2.60% 2.67%
$500,000 BUT LESS THAN $1,000,000 2.00% 2.04%
$1,000,000 AND OVER 0.00% 0.00%
</TABLE>

WAIVER OF FRONT-END SALES CHARGE - CLASS A SHARES

No sales charge is imposed on shares of the Portfolio:

- - issued in plans of reorganization, such as mergers involving the Portfolio;

- - sold to dealers or brokers that have a sales agreement with the
Distributor, for their own account or for retirement plans for their
employees or sold to employees (and their spouses) of dealers or brokers
that certify to the Distributor at the time of purchase that

Page 10 of 17
<PAGE>

such purchase is for their own account (or for the benefit of such
employees' minor children);

- - purchased in aggregate amounts of $1 million or more by tax exempt
organizations enumerated in Section 501(c) of the Code or employee benefit
plans created under Sections 401 or 457 of the Code;

- - sold to Trustees and officers of The Arbor Fund and employees of the
Adviser and its affiliates;

- - sold to agency, custody and fiduciary accounts of the Adviser and its
affiliates; or

- - purchased in connection with any asset allocation plan established by the
Adviser.

REDUCED SALES CHARGES --CLASS A SHARES

RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Class A Shares you already own to the
amount that you are currently purchasing. The Portfolio will combine the value
of your current purchases with the current value of any Class A Shares you
purchased previously for (i) your account, (ii) your spouse's account, (iii) a
joint account with your spouse, or (iv) your minor children's trust or custodial
accounts. A fiduciary purchasing shares for the same fiduciary account, trust or
estate may also use this right of accumulation. The Portfolio will only consider
the value of Class A Shares purchased previously that were sold subject to a
sales charge. To be entitled to a reduced sales charge based on shares already
owned, you must ask us for the reduction at the time of purchase. You must
provide the Portfolio with your account number(s) and, if applicable, the
account numbers for your spouse and/or children (and provide the children's
ages). The Portfolio may amend or terminate this right of accumulation at any
time.

LETTER OF INTENT. You may purchase Class A Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase Class
A Shares of the Portfolio over a 13-month period and receive the same sales
charge as if you had purchased all the shares at the same time. The Portfolio
will only consider the value of Class A Shares sold subject to a sales charge.
As a result, Class A Shares purchased with dividends or distributions will not
be included in the calculation. To be entitled to a reduced sales charge based
on shares you intend to purchase over the 13-month period, you must send the
Portfolio a Letter of Intent. In calculating the total amount of purchases you
may include in your letter purchases made up to 90 days before the date of the
Letter. The 13-month period begins on the date of the first purchase, including
those purchases made in the 90-day period before the date of the Letter. Please
note that the purchase price of these prior purchases will not be adjusted.

You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
the Portfolio to hold in escrow 5.0% of the total amount you intend to purchase.
If you do not complete the total intended purchase at the end of the 13-month
period, the Portfolio's transfer agent will redeem the necessary portion of the
escrowed shares to make up the difference between the reduced rate sales charge
(based on the amount you intended to purchase) and the sales charge that would
normally apply (based on the actual amount you purchased).

COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, the Portfolio will combine same day purchases of Class A
Shares (that are subject to a sales charge) made by you, your spouse and your
minor children (under age 21). This combination also applies to Class A Shares
you purchase with a Letter of Intent.

Page 11 of 17
<PAGE>

CONTINGENT DEFERRED SALES CHARGES -- CLASS B SHARES

You do not pay a sales charge when you purchase Class B Shares. The offering
price of Class B Shares is simply the next calculated NAV. But if you sell your
shares within seven years after your purchase, you will pay contingent deferred
sales charges as described in the table below for either (1) the NAV of the
shares at the time of purchase, or (2) NAV of the shares next calculated after
the Portfolio receives your sale request, whichever is less. The sales charge
does not apply to shares you purchase through reinvestment of dividends or
distributions. So, you never pay a deferred sales charge on any increase in your
investment above the initial offering price. This sales charge does not apply to
exchanges of Class B Shares of one Portfolio for Class B Shares of another
Portfolio.

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE AS A PERCENTAGE
YEAR SINCE PURCHASE OF DOLLAR AMOUNT SUBJECT TO CHARGE
- ----------------------------------------------------------------------------------------
<S> <C>
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh 0%
</TABLE>

The contingent deferred sales charge will be waived if you sell your Class B
Shares for the following reasons:

- - to make certain withdrawals from a retirement plan (not including IRAs); or

- - because of death or disability.

GENERAL INFORMATION ABOUT SALES CHARGES

Your securities dealer is paid a commission when you buy your shares and is paid
a servicing fee as long as you hold your shares. Your securities dealer or
servicing agent may receive different levels of compensation depending on which
class of shares you buy.

From time to time, some financial institutions, including brokerage firms
affiliated with the Adviser, may be reallowed up to the entire sales charge.
Firms that receive a reallowance of the entire sales charge may be considered
underwriters for the purpose of federal securities law.

The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide incentives, in the
form of cash or other compensation, including merchandise, airline vouchers,
trips and vacation packages, to dealers selling shares of the Portfolio.

HOW TO SELL YOUR PORTFOLIO SHARES

Holders of Institutional Shares may sell shares by following the procedures
established when they opened their account or accounts. If you have questions,
call 1-800-808-4920.

If you own your shares directly, you may sell your shares on any Business Day by
contacting the Portfolio directly by mail or telephone at 1-800-808-4920.

Page 12 of 17
<PAGE>

If you own your shares through an account with a broker or other institution,
contact that broker or institution to sell your shares. Your broker or
institution may charge a fee for its services, in addition to the fees charged
by the Portfolio.

If you would like to sell $50,000 or more of your shares, or would like the
proceeds sent to a third-party or an address other than your own, please notify
the Portfolio in writing and include a signature guarantee by a bank or other
financial institution (a notarized signature is not sufficient).

SYSTEMATIC WITHDRAWAL PLAN (CLASS A ONLY)

If you have at least $10,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $50 from the Portfolio. The proceeds
of each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a bank, electronically transferred to your account.

RECEIVING YOUR MONEY

Normally, we will send your sale proceeds within 7 days after we receive your
request. Your proceeds can be wired to your bank account (subject to a $10 fee)
or sent to you by check. IF YOU RECENTLY PURCHASED YOUR SHARES BY CHECK OR
THROUGH ACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS
CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).

REDEMPTIONS IN KIND

We generally pay sale (redemption) proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Portfolio's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is highly unlikely that your shares would ever be
redeemed in kind, but if they were you would probably have to pay transaction
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.

INVOLUNTARY REDEMPTIONS OF YOUR SHARES

If your account balance drops below the required minimum, the Portfolio may
redeem your shares. The account balance minimums are:

<TABLE>
<CAPTION>
CLASS DOLLAR AMOUNT
<S> <C>
Institutional Shares $1,000,000
Class A Shares $1,000
Class B Shares $1,000
</TABLE>

But, the Portfolio will always give you at least 60 days' written notice to give
you time to add to your account and avoid the involuntary redemption of your
shares.

Page 13 of 17
<PAGE>

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Portfolio may suspend your right to sell your shares during times when
trading on the NYSE is restricted or halted, or otherwise as permitted by
the SEC. More information about this is in our Statement of Additional
Information.

HOW TO EXCHANGE YOUR SHARES

You may exchange your shares on any Business Day by contacting us directly by
mail or telephone.

You may also exchange shares through your financial institution by mail or
telephone.

IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU MAY NOT BE ABLE TO
EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS
FROM YOUR DATE OF PURCHASE). This exchange privilege may be changed or canceled
at any time upon 60 days' notice.

When you exchange shares, you are really selling your shares and buying other
Portfolio shares. So, your sale price and purchase price will be based on the
NAV next calculated after the Portfolio receives your exchange request.

CLASS A SHARES

You may exchange Class A Shares of the Portfolio for Class A Shares of any other
Portfolio. If you exchange shares that you purchased without a sales charge or
with a lower sales charge into a Portfolio with a sales charge or with a higher
sales charge, the exchange is subject to an incremental sales charge (e.g., the
difference between the lower and higher applicable sales charges). If you
exchange shares into a Portfolio with the same, lower or no sales charge there
is no incremental sales charge for the exchange.

CLASS B SHARES

You may exchange Class B Shares of any Portfolio for Class B Shares of any other
Portfolio. No contingent deferred sales charge is imposed on redemptions of
shares you acquire in an exchange, provided you hold your shares for at least
seven years from your initial purchase.

AUTOMATIC EXCHANGE OF YOUR SHARES

If your account balance for Institutional Shares drops below $1,000,000 because
of redemptions, your shares will be automatically exchanged for Class A Shares.
You will not be charged the applicable Class A sales charge for an automatic
exchange. But, the Portfolio will always give you at least 30 days' written
notice to give you time to add to your account and avoid the automatic exchange
of your shares.

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Portfolio shares over the telephone is
extremely convenient, but not without risk. Although the Portfolio has certain
safeguards and procedures to confirm the identity of callers and the
authenticity of instructions, the Portfolio is not responsible for any

Page 14 of 17
<PAGE>

losses or costs incurred by following telephone instructions we reasonably
believe to be genuine. If you or your financial institution transact with the
Portfolio over the telephone, you will generally bear the risk of any loss.

DISTRIBUTION OF PORTFOLIO SHARES

The Portfolio has adopted a distribution plan that allows the Portfolio to pay
distribution and service fees for the sale and distribution of Class A Shares
and Class B Shares, and for services provided to Class A and Class B
shareholders. Because these fees are paid out of the Portfolio's assets
continuously, over time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges.

Distribution fees, as a percentage of average daily net assets are 0.25% for
Class A Shares and 1.00% for Class B Shares.

DIVIDENDS AND DISTRIBUTIONS

The Portfolio distributes its income and capital gains, if any, at least
annually. If you own Portfolio shares on the Portfolio's record date, you will
be entitled to receive the distribution.

You will receive dividends and distributions in the form of additional Portfolio
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Portfolio in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the
Portfolio receives your written notice. To cancel your election, simply send the
Portfolio written notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISER REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Portfolio and its shareholders. This summary is based on current
tax laws, which may change.

The Portfolio will distribute substantially all of its income and capital gains,
if any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE OR EXCHANGE OF PORTFOLIO SHARES IS A TAXABLE EVENT.

The Portfolio may be able to pass along a tax credit for foreign income taxes it
pays. The Portfolio will notify you if it gives you the credit.

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

Page 15 of 17
<PAGE>

THE GOLDEN OAK FAMILY OF FUNDS

INVESTMENT ADVISER

Citizens Bank
328 S. Saginaw Street
Flint, Michigan 48502

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

More information about the Golden Oak Family of Funds is available without
charge through the following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated May 31, 2000 includes detailed information about the Golden Oak
International Equity Portfolio. The SAI is on file with the SEC and is
incorporated by reference into this prospectus. This means that the SAI, for
legal purposes, is a part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list the Portfolio's holdings and contain information from the
Portfolio's managers about strategies, and recent market conditions and trends
and their impact on Portfolio performance. The reports also contain detailed
financial information about the Portfolio.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-545-6331

BY MAIL: Write to us
Golden Oak Family of Funds
c/o The Arbor Fund
P.O. Box 219749
Kansas City, Missouri 64121-9749

Page 16 of 17
<PAGE>

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about the Golden Oak Family of Funds or The Arbor
Fund, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You
may review and copy documents at the SEC Public Reference Room in Washington, DC
(for information on the operation of the Public Reference Room, call
202-942-8090). You may request documents by mail from the SEC, upon payment of a
duplicating fee, by writing to: Securities and Exchange Commission, Public
Reference Section, Washington, DC 20549-0102. You may also obtain this
information, upon payment of a duplicating fee, by e-mailing the SEC at the
following address: [email protected]. The Arbor Fund's Investment Company Act
registration number is 811-7102.

Page 17 of 17

<PAGE>

GOLDEN OAK FAMILY OF FUNDS

TRUST:
THE ARBOR FUND

PORTFOLIO:
GOLDEN OAK INTERNATIONAL EQUITY PORTFOLIO

INVESTMENT ADVISER:
CITIZENS BANK

This STATEMENT OF ADDITIONAL INFORMATION is not a prospectus. It is intended to
provide additional information regarding the activities and operations of the
following Portfolio of the Trust: Golden Oak International Equity Portfolio.
This Statement of Additional Information should be read in conjunction with the
Prospectus dated May 31, 2000. A Prospectus may be obtained by calling
1-800-545-6331.

TABLE OF CONTENTS

THE PORTFOLIO AND THE TRUST...............................................S-2
INVESTMENT OBJECTIVES AND POLICIES........................................S-2
DESCRIPTION OF PERMITTED INVESTMENTS......................................S-3
INVESTMENT LIMITATIONS....................................................S-9
THE ADVISER..............................................................S-11
THE SUB-ADVISER..........................................................S-13
THE ADMINISTRATOR........................................................S-13
THE DISTRIBUTOR..........................................................S-14
THE TRANSFER AGENT.......................................................S-15
THE CUSTODIAN............................................................S-15
LEGAL COUNSEL............................................................S-15
INDEPENDENT PUBLIC ACCOUNTANTS...........................................S-15
TRUSTEES AND OFFICERS OF THE TRUST.......................................S-15
COMPUTATION OF YIELD.....................................................S-18
CALCULATION OF TOTAL RETURN..............................................S-19
PURCHASE AND REDEMPTION OF SHARES........................................S-19
LETTER OF INTENT.........................................................S-19
DETERMINATION OF NET ASSET VALUE.........................................S-20
TAXES....................................................................S-20
TRADING PRACTICES AND BROKERAGE..........................................S-23
DESCRIPTION OF SHARES....................................................S-25
SHAREHOLDER LIABILITY....................................................S-25
LIMITATION OF TRUSTEES' LIABILITY........................................S-25
DESCRIPTION OF RATINGS....................................................A-1

May 31, 2000
GOK-F- 017 - 01

S-1
<PAGE>

THE PORTFOLIO AND THE TRUST

The "Golden Oak Family of Funds" is a name under which a number of mutual
fund investment portfolios with differing objectives and policies are offered
to investors. Eight of these portfolios were established by The Arbor Fund
(the "Trust"), an open-end management investment company established under
Massachusetts law as a Massachusetts business trust under a Declaration of
Trust dated July 24, 1992. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest ("shares") and
different classes of shares of each portfolio. Shareholders may purchase
shares through three separate classes (Institutional, Class A and Class B)
which provide for variations in distribution costs, voting rights and
dividends. Except for differences between Institutional, Class A and Class B
shares pertaining to distribution fees, each share of each portfolio
represents an equal proportionate interest in that portfolio. See
"Description of Shares." This Statement of Additional Information relates to
the Institutional, Class A and Class B shares of the Golden Oak International
Equity Portfolio (the "Portfolio"). Shares of the Golden Oak Growth
(formerly, the Golden Oak Diversified Growth Portfolio) (the "Growth
Portfolio"), Golden Oak Value (the "Value Portfolio"), Golden Oak Tax-Managed
Equity (the "Tax-Managed Portfolio"), Golden Oak Intermediate-Term Income
(the "Intermediate-Term Income Portfolio"), Golden Oak Michigan Tax Free Bond
(the "Michigan Portfolio"), Golden Oak Prime Obligation Money Market (the
"Prime Obligation Portfolio") and Golden Oak Small Cap Value (the "Small Cap
Value Portfolio") Portfolios (each a "Portfolio" and collectively, the
"Portfolios") of the Trust are discussed in a separate Statement of
Additional Information.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to shareholders, costs of custodial services and registering the
shares under federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Portfolio is to seek long-term capital
appreciation. The investment objective is a fundamental policy of the
Portfolio. A fundamental policy cannot be changed with respect to the
Portfolio without the consent of the holders of a majority of the Portfolio's
outstanding shares. There is no assurance that the Portfolio will achieve its
investment objective.

[INVESTMENT STRATEGY (SUB-ADVISER - BLACKROCK FINANCIAL MANAGEMENT, INC.)

S-2
<PAGE>

securities. The Portfolio primarily buys common stock but also can invest in
other equity securities. Equity securities include common stock and preferred
stock (including convertible preferred stock); bonds, notes and debentures
convertible into common or preferred stock; stock purchase warrants and rights;
equity interests in trusts and partnerships; and depositary receipts.

The Sub-Adviser, in an attempt to reduce portfolio risk, will diversify
investments across countries, industry groups and companies with investment at
all times in at least three foreign countries. The Portfolio may, from time to
time, invest more than 25% of its assets in securities whose issuers are located
in Japan. From time to time the Portfolio may invest in the securities of
issuers located in emerging market countries.]

[INVESTMENT STRATEGY (SUB-ADVISER - GOLDMAN SACHS ASSET MANAGEMENT)

The Portfolio invests primarily in stocks of foreign issuers located in
countries included in the Morgan Stanley Capital International Europe, Australia
and Far East Index (EAFE). The EAFE Index is an unmanaged index comprised of a
sample of companies representative of the market structure of the following
European and Pacific Basin countries: Australia, Austria, Belgium, Denmark,
Finland, France, Germany, Hong Kong, Italy, Japan, Netherlands, New Zealand,
Norway, Singapore, Malaysia, Spain, Sweden, Switzerland and the U.K. The
Portfolio normally invests at least 65% of its total assets in the equity
securities issued by these companies. The Portfolio primarily buys common stock
but also can invest in other equity securities. Equity securities include common
stock and preferred stock (including convertible preferred stock); bonds, notes
and debentures convertible into common or preferred stock; stock purchase
warrants and rights; equity interests in trusts and partnerships; and depositary
receipts.

In choosing the Portfolio's securities, the Sub-Adviser uses a long-term,
bottom-up strategy based on first-hand fundamental research that is designed to
give broad exposure to the available opportunities while seeking to add return
primarily through stock selection. Equity securities for these Portfolios are
evaluated based on three key factors - the business, the management and the
valuation. The Sub-Adviser ordinarily seeks securities that have, in the
Sub-Adviser's opinion, superior earnings growth potential, sustainable franchise
value with management attuned to creating shareholder value and relatively
discounted valuations. The Investment Adviser may also use macro analysis of
numerous economic and valuation variables to anticipate changes in company
earnings and the overall investment climate.

The Sub-Adviser seeks to identify industries that are expected to have favorable
underlying economics and allow companies to generate sustainable and predictable
high returns. As a rule, they are less economically sensitive, relatively free
of regulation and favor strong franchises. Within these industries, the
Sub-Adviser seeks to identify well run companies that enjoy a stable competitive
advantage and are able to benefit from the favorable dynamics of the industry.
In particular, the portfolio managers look for companies whose managers have a
strong commitment to both maintaining the high returns of the existing business
and reinvesting the capital generated at high rates of return.

The Sub-Adviser attempts to manage the foreign exchange risk embedded in foreign
equities by means of a currency overlay program. The program may be utilized to
protect the value of foreign investments in sustained periods of dollar
appreciation and to add returns by seeking to take advantage of foreign exchange
fluctuations.]

[INVESTMENT STRATEGY (SUB-ADVISER - FEDERATED INVESTORS)

The Portfolio pursues its investment objective by investing at least 65% of its
assets in equity securities of companies based outside the U.S. The
Sub-Adviser manages the Portfolio based on the view that international equity
markets are inefficient at pricing securities and that careful security
selection offers the best potential for superior long-term investment
returns. Selection of industry and country are secondary considerations.

Using its own quantitative process, the Sub-Adviser ranks the future
performance potential of companies. The Sub-Adviser evaluates each company's
earnings potential in light of its current valuation of narrow the list of
attractive companies. The Sub-Adviser then evaluates management quality and
may meet with company representatives, company suppliers, customers, or
competitors. The Sub-Adviser also reviews the company's financial statements
and forecasts of earnings. Based on this information, the Sub-Adviser
evaluates the sustainability of the company's current growth trends and
potential catalysts for increased growth. Using this type of fundamental
analysis, the Sub-Adviser selects the most promising companies for the
Portfolio's portfolio.

With respect to the Portfolio's investments in developed markets, companies
may be grouped together in broad categories called business sectors. The
Sub-Adviser may emphasize certain business sectors in the portfolio that
exhibit stronger growth potential or higher profit margins.

The Portfolio will not invest more than 20% of its assets in companies
located in emerging markets. In selecting emerging markets countries in which
to invest, the Sub-Adviser reviews the country's economic outlook, its
interest and inflation rates, and the political and foreign exchange risk of
investing in a particular country. The Sub-Adviser then analyzes companies
located in particular emerging market countries.]

[INVESTMENT STRATEGY (SUB-ADVISER - DEUTSCHE ASSET MANAGEMENT)

Almost all the companies in which the Portfolio invests are based in the
developed foreign countries that make up the MSCI EAFE Index, plus Canada.
The Portfolio may also invest a portion of its assets in companies based in
the emerging markets of Latin America, the Middle East, Europe, Asia and
Africa if the Sub-Adviser believes that their return potential more than
compensates for the extra risks associated with these markets. While the
Sub-Adviser has invested in emerging markets in the past, under normal market
conditions it does not consider this a central element of the Portfolio's
strategy. Typically, the Sub-Adviser would not hold more than 15% of the
Portfolio's net assets in emerging markets.

Company research lies at the heart of our investment process, as it does with
many stock mutual funds. The Sub-Adviser tracks several thousand companies to
arrive at the approximately 100 stock the Portfolio normally holds. But the
Sub-Adviser's process brings an added dimension to this fundamental research.
It draws on the insight of experts from a range of financial disciplines --
regional stock market specialists, global industry specialists, economists
and quantitative analysts. They challenge, refine and amplify each other's
ideas. Their close collaboration is a critical element of our investment
process.]

S-3
<PAGE>

Although the Portfolio intends to be as fully invested as practicable in equity
securities of foreign issuers, the Portfolio may invest in up to 15% of its
assets in money market instruments consisting of securities issued or guaranteed
as to principal and interest by the United States Government, its agencies or
instrumentalities, repurchase agreements collateralized by United States
Government securities and entered into with financial institutions the
Sub-Adviser deems creditworthy, certificates of deposit, time deposits and
bankers' acceptances issued by banks or savings and loan associations having net
assets of at least $1.0 billion as shown on their most recent public financial
statements, and deemed by the Adviser or Sub-Adviser to present minimal credit
risk, and commercial paper rated in the two highest short-term rating categories
(collectively, "Money Market Instruments"). The Portfolio may also enter into
repurchase agreements.

The Portfolio may invest up to 15% of its net assets in illiquid securities,
including restricted securities other than Section 4(2) commercial paper
("Illiquid Securities"). Restricted securities, including Rule 144A
Securities and Section 4(2) commercial paper, that meet the criteria
established by the Board of Trustees or the Trust will be considered illiquid.

For temporary defensive purposes during periods when the Portfolio's Sub-Adviser
determines that market conditions warrant, the Portfolio may invest up to 100%
of its assets in Money Market Instruments and may hold a portion of its assets
in cash. To the extent the Portfolio is engaged in temporary defensive
investing, the Portfolio will not be pursuing its investment objective.

The Portfolio may use options or futures when consistent with its investment
objective. The primary purpose of using derivatives is to attempt to reduce risk
to the Portfolio as a whole (hedge) but they may also be used to maintain
liquidity, commit cash pending investment or to increase returns. The Portfolio
may also use forward currency exchange contracts (obligations to buy or sell a
currency at a set rate in the future) to hedge against movements in the value of
foreign currencies.

The Portfolio may lend securities (up to 33 1/3% of the value of its total
assets) on a short-term basis in order to earn extra income. The Portfolio will
receive collateral in cash or high quality securities equal to the current value
of the loaned securities.

The Portfolio's turnover will generally be moderate and most likely below 75%,
however turnover may be influenced by specific company fundamentals, market
environments and investment opportunities.

S-4
<PAGE>

DESCRIPTION OF PERMITTED INVESTMENTS

AMERICAN DEPOSITARY RECEIPTS ("ADRS")

ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
may be available through "sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the security underlying the
receipt and a depositary, whereas an unsponsored facility may be established by
a depositary without participation by the issuer of the underlying security.
Holders of unsponsored depositary receipts generally bear all the costs of the
unsponsored facility. The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received from the
issuer of the deposited security or to pass through, to the holders of the
receipts, voting rights with respect to the deposited securities.

BANKERS' ACCEPTANCES

Bankers' acceptances are bills of exchange or time drafts drawn on and accepted
by a commercial bank. Bankers' acceptances are used by corporations to finance
the shipment and storage of goods. Maturities are generally six months or less.

BANK OBLIGATIONS

The Trust is not prohibited from investing in obligations of banks, which are
clients of SEI Investments Company ("SEI"). However, the purchase of shares of
the Trust by them or by their customers will not be a consideration in
determining which bank obligations the Trust will purchase. The Trust will not
purchase obligations of the Adviser or Sub-Adviser.

CERTIFICATES OF DEPOSIT

Certificates of deposit are interest bearing instruments with a specific
maturity. They are issued by banks and savings and loan institutions in exchange
for the deposit of funds and normally can be traded in the secondary market
prior to maturity. Certificates of deposit with penalties for early withdrawal
will be considered illiquid.

COMMERCIAL PAPER

Commercial paper is a term used to describe unsecured short-term promissory
notes issued by banks, municipalities, corporations and other entities.
Maturities on these issues vary from a few to 270 days.

CONVERTIBLE SECURITIES

While convertible securities generally offer lower yields than nonconvertible
debt securities of similar quality, their prices may reflect changes in the
value of the underlying common stock. Convertible securities entail less credit
risk than the issuer's common stock.

S-5
<PAGE>

CURRENCY TRANSACTIONS

The Portfolio may engage in currency transactions in order to hedge the value of
portfolio holdings denominated in particular currencies against fluctuations in
relative value. Currency transactions include forward currency contracts,
exchange listed currency futures and options thereon, exchange listed and OTC
options on currencies, and currency swaps. A forward currency contract involves
a privately negotiated obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. These contracts are traded in the interbank market
conducted directly between currency traders (usually large, commercial banks)
and their customers. A forward foreign currency contract generally has no
deposit requirement, and no commissions are charged at any stage for trades. A
currency swap is an agreement to exchange cash flows based on the notional
difference among two or more currencies and operates similarly to an interest
rate swap, which is described below. The Portfolio may enter into currency
transactions with counterparties which have received (or the guarantors of the
obligations of which have received) a credit rating of A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from an NRSRO or
(except for OTC currency options) are determined to be of equivalent credit
quality by the Advisor.

The Portfolio's dealings in forward currency contracts and other currency
transactions such as futures, options on futures, options on currencies and
swaps will be limited to hedging involving either specific transactions
("Transaction Hedging") or portfolio positions ("Position Hedging").

Transaction Hedging is entering into a currency transaction with respect to
specific assets or liabilities of the Portfolio, which will generally arise in
connection with the purchase or sale of its portfolio securities or the receipt
of income therefrom. The Portfolio may enter into Transaction Hedging out of a
desire to preserve the U.S. dollar price of a security when it enters into a
contract for the purchase or sale of a security denominated in a foreign
currency. The Portfolio will be able to protect itself against possible losses
resulting from changes in the relationship between the U.S. dollar and foreign
currencies during the period between the date the security is purchased or sold
and the date on which payment is made or received by entering into a forward
contract for the purchase or sale, for a fixed amount of dollars, of the amount
of the foreign currency involved in the underlying security transactions.

Position Hedging is entering into a currency transaction with respect to
portfolio security positions denominated or generally quoted in that currency.
The Portfolio may use Position Hedging when the Advisor, believes that the
currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar. The Portfolio may enter into a forward foreign currency
contract to sell, for a fixed amount of dollars, the amount of foreign currency
approximating the value of some or all of its portfolio securities denominated
in such foreign currency. The precise matching of the forward foreign currency
contract amount and the value of the portfolio securities involved may not have
a perfect correlation since the future value of the securities hedged will
change as a consequence of market between the date the forward contract is
entered into and the date its matures. The projection of short-term currency
market movement is difficult, and the successful execution of this short-term
hedging strategy is uncertain.

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The Portfolio will not enter into a transaction to hedge currency exposure to an
extent greater, after netting all transactions intended wholly or partially to
offset other transactions, than the aggregate market value (at the time of
entering into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging as described below.

The Portfolio may also cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which that Fund has or in which that Fund
expects to have portfolio exposure.

To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Portfolio may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the
Portfolio's portfolio is exposed is difficult to hedge or to hedge against the
dollar. Proxy hedging entails entering into a forward contract to sell a
currency whose changes in value are generally considered to be linked to a
currency or currencies in which some or all of the Portfolio's portfolio
securities are or are expected to be denominated, and to buy U.S. dollars. The
amount of the contract would not exceed the value of the Portfolio's securities
denominated in linked currencies. For example, if the Sub-Adviser considers that
the Swedish krone is linked to the Euro, the Fund holds securities dominated in
krone and the Advisor believes that the value of the krone will decline against
the U.S. dollar, the Advisor may enter into a contract to sell Euros and buy
dollars.

Currency hedging involves some of the same risks and considerations as other
transactions with similar instruments. Currency transactions can result in
losses to the Portfolio if the currency being hedged fluctuates in value to a
degree in a direction that is not anticipated. Furthermore, there is risk that
the perceived linkage between various currencies may not by present or may not
be present during the particular time that the Portfolio is engaging in proxy
hedging. If the Portfolio enters into a currency hedging transaction, the
Portfolio will "cover" its position so as not to create a "senior security" as
defined in Section 18 of the 1940 Act.

Currency transactions are subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchase and
sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to the Portfolio
if it is unable to deliver or receive currency or funds in settlement of
obligations and could also cause hedges it has entered into to be rendered
useless, resulting in full currency exposure as well as incurring transaction
costs. Buyers and sellers of currency futures are subject to the same risks that
apply to the use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in the
issuing nation. Trading options on currency futures is relatively new, and the
ability to establish and close out positions on such options is subject to the
maintenance of a liquid market which may not always be available. Currency
exchange rates may fluctuate based on factors extrinsic to that country's
economy. Although forward foreign currency contracts and currency futures tend
to minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time they tend to limit any potential gain which might
result should the value of such currency increase.

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EQUITY SECURITIES

Investments in common stocks are subject to market risks, which may cause their
prices to fluctuate over time. Changes in the value of portfolio securities will
not necessarily affect cash income derived from these securities but will affect
the Portfolio's net asset value.

FOREIGN ISSUERS

The Portfolio will invest in issuers located outside the United States. The
Portfolio may purchase ADRs, "ordinary shares," or "New York shares" in the
United States. Ordinary shares are shares of foreign issuers that are traded
abroad and on a United States exchange. New York shares are shares that a
foreign issuer has allocated for trading in the United States. ADRs, ordinary
shares, and New York shares all may be purchased with and sold for U.S. dollars,
which protect the Portfolio from the foreign settlement risks described below.

Investing in foreign companies may involve risks not typically associated with
investing in United States companies. The value of securities denominated in
foreign currencies, and of dividends from such securities, can change
significantly when foreign currencies strengthen or weaken relative to the U.S.
dollar. Foreign securities markets generally have less trading volume and less
liquidity than United States markets, and prices in some foreign markets can be
very volatile. Many foreign countries lack uniform accounting and disclosure
standards comparable to those that apply to United States companies, and it may
be more difficult to obtain reliable information regarding a foreign issuer's
financial condition and operations. In addition, the costs of foreign investing,
including withholding taxes, brokerage commissions, and custodial fees,
generally are higher than for United States investments.

Investing in companies located abroad carries political and economic risks
distinct from those associated with investing in the United States. Foreign
investment may be affected by actions of foreign governments adverse to the
interests of United States investors, including the possibility of expropriation
or nationalization of assets, confiscatory taxation, restrictions on United
States investment, or on the ability to repatriate assets or to convert currency
into U.S. dollars. There may be a greater possibility of default by foreign
governments or foreign-government sponsored enterprises. Investments in foreign
countries also involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments.

FUTURES AND OPTIONS ON FUTURES

The Portfolio may enter into futures contracts and options on futures contracts
traded on an exchange regulated by the Commodities Futures Trading Commission
("CFTC") if, to the extent that such futures and options are not for "bona fide
hedging purposes" (as defined by the CFTC), the aggregate initial margin and
premiums on such positions (excluding the amount by which options are in the
money) do not exceed 5% of the Portfolio's net assets.

S-8
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The Portfolio may buy and sell futures contracts and related options to manage
their exposure to changing interest rates and security prices. Some futures
strategies, including selling futures, buying puts and writing calls, reduce the
Portfolio's exposure to price fluctuations. Other strategies, including buying
futures, writing puts and buying calls, tend to increase market exposure.
Futures and options may be combined with each other in order to adjust the risk
and return characteristics of the overall portfolio. The Portfolio may invest in
futures and related options based on any type of security or index traded on
U.S. or foreign exchanges or over-the-counter, as long as the underlying
securities, or securities represented by an index, are permitted investments of
the Portfolio.

Options and futures can be volatile instruments, and involve certain risks. If
the Sub-Adviser applies a hedge at an inappropriate time or judges interest
rates incorrectly, options and futures strategies may lower the Portfolio's
return. The Portfolio could also experience losses if the prices of its options
and futures positions were poorly correlated with its other instruments, or if
it could not close out its positions because of an illiquid secondary market.

In order to cover any obligations it may have under options or futures
contracts, the Portfolio will either own the underlying asset, have a contract
to acquire such an asset without additional cost or set aside, in a segregated
account, high quality liquid assets in an amount at least equal in value to such
obligations.

ILLIQUID SECURITIES

Illiquid securities are securities that cannot be disposed of within seven
business days at approximately the value at which they are being carried on the
Portfolio's books. An illiquid security includes a demand instrument with a
demand notice period exceeding seven days, where there is no secondary market
for such security, and repurchase agreements with durations over seven days in
length.

INVESTMENT COMPANIES

The Portfolio may invest in securities of other investment companies as
permitted by the Investment Company Act of 1940, as amended (the "1940 Act"),
and the rules and regulations thereunder. These investment companies typically
incur fees that are separate from those fees incurred directly by the Portfolio.
The Portfolio's purchase of such investment company securities results in a
layering of expenses, such that shareholders would indirectly bear a
proportionate share of the operating expenses of such investment companies,
including advisory fees.

OPTIONS

The Portfolio may write and sell both call options and put options, provided
that the aggregate value of such options does not exceed 15% of the Portfolio's
net assets as of the time such options are entered into by the Portfolio.

A put option gives the purchaser of the option, upon payment of a premium, the
right to sell, and the writer the obligation to buy, the underlying security,
commodity, index, currency or other instrument at the exercise

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price. For instance, the Portfolio's purchase of a put option on a security
might be designed to protect its holdings in the underlying instrument (or, in
some cases, a similar instrument) against a substantial decline in the market
value by giving the Portfolio the right to sell such instrument at the option
exercise price. A call option, upon payment of a premium, gives the purchaser of
the option the right to buy, and the seller the obligation to sell, the
underlying instrument at the exercise price. The Portfolio's purchase of a call
option on a security, financial future, index, currency or other instrument
might be intended to protect the Portfolio against an increase in the price of
the underlying instrument that it intends to purchase in the future by fixing
the price at which it may purchase such instrument. An American style put or
call option may be exercised at any time during the option period while a
European style put or call option may be exercised only upon expiration or
during a fixed period prior thereto. The Portfolio is authorized to purchase and
sell exchange listed options and over-the-counter options ("OTC options").
Exchange listed options are issued by a regulated intermediary such as the
Options Clearing Corporation ("OCC"), which guarantees the performance of the
obligations of the parties to such options. The discussion below uses the OCC as
an example, but is also applicable to other financial intermediaries.

With certain exceptions, OCC issued and exchange listed options generally settle
by physical delivery of the underlying security or currency, although in the
future cash settlement may become available. Index options and Eurodollar
instruments are cash settled for the net amount, if any, by which the option is
"in-the-money" (i.e., where the value of the underlying instrument exceeds, in
the case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.

The Portfolio's ability to close out its position as a purchaser or seller of an
OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

The hours of trading for listed options may not coincide with the hours during
which the underlying financial instruments are traded. To the extent that the
option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.

OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and

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<PAGE>

security, are set by negotiation of the parties. The Portfolio will only sell
OTC options (other than OTC currency options) that are subject to a buy-back
provision permitting the Portfolio to require the Counterparty to sell the
option back to the Portfolio at a formula price within seven days. The Portfolio
expects generally to enter into OTC options that have cash settlement
provisions, although it is not required to do so.

Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with the Portfolio or fails to make a cash settlement
payment due in accordance with the terms of that option, the Portfolio will lose
any premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Adviser or Sub-Adviser must assess the
creditworthiness of each such Counterparty or any guarantor or credit
enhancement of the Counterparty's credit to determine the likelihood that the
terms of the OTC option will be satisfied.

RECEIPTS

Receipts are sold as zero coupon securities which means that they are sold at a
substantial discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. This discount is accreted over
the life of the security, and such accretion will constitute the income earned
on the security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than interest
paying investments.

REPURCHASE AGREEMENTS

Repurchase agreements are arrangements by which the Portfolio obtains a security
and simultaneously commits to return the security to the seller at an agreed
upon price on an agreed upon date within a number of days from the date of
purchase. The Portfolio will have actual or constructive possession of the
security as collateral for the repurchase agreement. Collateral must be
maintained at a value at least equal to 102% of the purchase price. The
Portfolio bears a risk of loss in the event the other party defaults on its
obligations and the Portfolio is delayed or prevented from exercising its right
to dispose of the collateral securities or if the Portfolio realizes a loss on
the sale of the collateral. The Portfolio will enter into repurchase agreements
on behalf of the Portfolio only with financial institutions deemed to present
minimal risk of bankruptcy during the term of the agreement based on established
guidelines. Repurchase agreements are considered loans under the 1940 Act.

RESTRICTED SECURITIES

The Portfolio may invest in restricted securities that are securities in which
the Trust may otherwise invest as provided in the Prospectus and this Statement
of Additional Information. Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933,
as amended (the "Act"), or an exemption from registration. The Portfolio may
invest 15% of its net assets in illiquid securities, including restricted
securities. The Portfolio may invest in Section 4(2) commercial paper. Section
4(2) commercial paper is issued in reliance on an exemption from registration
under Section 4(2) of the Act and is generally sold to institutional investors
who purchase for investment. Any resale of

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such commercial paper must be in an exempt transaction, usually to an
institutional investor through the issuer or investment dealers who make a
market in such commercial paper. The Trust believes that Section 4(2) commercial
paper is liquid to the extent it meets the criteria established by the Board of
Trustees of the Trust. The Trust intends to treat such commercial paper as
liquid and not subject to the investment limitations applicable to illiquid
securities or restricted securities.

SECURITIES LENDING

The Portfolio may lend securities pursuant to agreements requiring that the
loans be continuously secured by cash, securities of the United States
Government or its agencies, or any combination of cash and such securities, as
collateral equal to 102% of the market value at all times of the securities
lent. Such loans will not be made if, as a result, the aggregate amount of all
outstanding securities loans for the Portfolio exceed one-third of the value of
the Portfolio's total assets taken at fair market value (including any
collateral received in connection with such loans). The Portfolio will continue
to receive interest on the securities lent while simultaneously earning interest
on the investment of the cash collateral in U.S. government securities. However,
the Portfolio will normally pay lending fees to such broker-dealers and related
expenses from the interest earned on invested collateral. There may be risks of
delay in receiving additional collateral or risks of delay in recovery of the
securities or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans are made only to borrowers deemed by
the Adviser or Sub-Adviser to be of good standing and when, in the judgment of
the Adviser or Sub-Adviser, the consideration which can be earned currently from
such securities loans justifies the attendant risk. Any loan may be terminated
by either party upon reasonable notice to the other party. The Portfolio may use
the Distributor or a broker/dealer affiliate of the Adviser or Sub-Adviser as a
broker in these transactions.

SEPARATELY TRADED INTEREST AND PRINCIPAL SECURITIES ("STRIPS")

The Portfolio may invest in STRIPS, which are component parts of U.S. Treasury
Securities traded through the Federal Book-Entry System. The Adviser will only
purchase STRIPS that it determines are liquid or, if illiquid, do not violate
the Portfolio's investment policy concerning investments in illiquid securities.

TIME DEPOSITS

Time deposits are non-negotiable receipts issued by a bank in exchange for the
deposit of funds. Like a certificate of deposit, they earn a specified rate of
interest over a definite period of time; however, they cannot be traded in the
secondary market. Time deposits with a withdrawal penalty or that mature in more
than seven days are considered to be illiquid securities.

U.S. GOVERNMENT AGENCY SECURITIES

Certain of the investments of the Portfolio may include U.S. Government Agency
Securities. Agencies of the United States Government which issue obligations
consist of, among others, the Export Import Bank of the United States, Farmers
Home Administration, Federal Farm Credit Bank, Federal Housing Administration,
Government National Mortgage Association, Maritime Administration, Small
Business

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Administration, and the Tennessee Valley Authority. Obligations of
instrumentalities of the United States Government include securities issued by,
among others, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation,
Federal Intermediate Credit Banks, Federal Land Banks, Fannie Mae and the United
States Postal Service. Some of these securities are supported by the full faith
and credit of the United States Treasury. Others are supported by the right of
the issuer to borrow from the Treasury and still others are supported only by
the credit of the instrumentality.

Guarantees of principal by agencies or instrumentalities of the United States
Government may be a guarantee of payment at the maturity of the obligation so
that in the event of a default prior to maturity there might not be a market and
thus no means of realizing the value of the obligation prior to maturity.

U.S. TREASURY OBLIGATIONS

U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S.
Treasury and separately traded interest and principal component parts of such
obligations that are transferable through the Federal book-entry system known as
STRIPS.

VARIABLE AND FLOATING RATE INSTRUMENTS

Certain obligations may carry variable or floating rates of interest, and may
involve a conditional or unconditional demand feature. Such instruments bear
interest at rates which are not fixed, but which vary with changes in specified
market rates or indices. The interest rates on these securities may be reset
daily, weekly, quarterly or some other reset period, and may have a floor or
ceiling on interest rate changes. There is a risk that the current interest rate
on such obligations may not accurately reflect existing market interest rates. A
demand instrument with a demand notice exceeding seven days may be considered
illiquid if there is no secondary market for such security.

WARRANTS

Warrants are instruments giving holders the right, but not the obligation, to
buy equity or fixed income securities of a company at a given price during a
specified period.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of the Portfolio.
Fundamental policies cannot be changed without the consent of the holders of a
majority of the Portfolio's outstanding shares. The term "majority of the
outstanding shares" means the vote of (i) 67% or more of the Portfolio's shares
present at a meeting, if more than 50% of the outstanding shares of the
Portfolio are present or represented by proxy, or (ii) more than 50% of the
Portfolio's outstanding shares, whichever is less.

The Portfolio may not:

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<PAGE>

1. Purchase securities of any issuer (except securities issued or
guaranteed by the United States, its agencies or instrumentalities and
repurchase agreements involving such securities) if, as a result, more
than 5% of the total assets of the Portfolio would be invested in the
securities of such issuer or more than 10% of the outstanding voting
securities of such issuer would be owned by the Portfolio. This
restriction applies to 75% of the Portfolio's assets.

2. Purchase any securities that would cause more than 25% of the total
assets of the Portfolio to be invested in the securities of one or more
issuers conducting their principal business activities in the same
industry. This limitation does not apply to (i) investments in the
obligations issued or guaranteed by the U.S. government or its agencies
and instrumentalities, and (ii) repurchase agreements involving such
securities.

For purposes of this limitation (i) utility companies will be divided
according to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate industry;
(ii) financial service companies will be classified according to the
end users of their services, for example, automobile finance, bank
finance and diversified finance will each be considered a separate
industry; (iii) supranational entities will be considered to be a
separate industry; and (iv) asset-backed securities secured by distinct
types of assets, such as truck and auto loan leases, credit card
receivables and home equity loans, will each be considered a separate
industry.

3. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies that either obligate a Portfolio to purchase securities or
require a Portfolio to segregate assets are not considered to be
borrowing. Asset coverage of at least 300% is required for all
borrowing, except where the Portfolio has borrowed money for temporary
purposes in an amount not exceeding 5% of its total assets. The
Portfolio will not purchase securities while its borrowing exceeds 5%
of its total assets.

4. Make loans if, as a result, more than 33 1/3% of its total assets would
be lent to other parties, except that a Portfolio may (i) purchase or
hold debt instruments in accordance with its investment objectives and
policies; (ii) enter into repurchase agreements; and (iii) lend its
securities.

5. Purchase or sell real estate, real estate limited partnership
interests, physical commodities or commodities contracts except that
the Portfolio may purchase commodities contracts relating to financial
instruments, such as financial futures contracts and options on such
contracts.

6. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter in selling a portfolio security.

7. Issue senior securities (as defined in the 1940 Act) except as
permitted by rule, regulation or order of the SEC.

NON-FUNDAMENTAL POLICIES

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The following investment policies are non-fundamental policies of the Portfolios
and may be changed with respect to the Portfolio by the Board of Trustees.

The Portfolio may not:

1. Invest in illiquid securities in an amount exceeding, in the aggregate,
15% of the Portfolio's net assets.

2. Purchase securities on margin or effect short sales, except that the
Portfolio may (i) obtain short-term credits as necessary for the
clearance of security transactions; (ii) provide initial and variation
margin payments in connection with transactions involving futures
contracts and options on such contracts; and (iii) make short sales
"against the box" or in compliance with the SEC's position regarding
the asset segregation requirements imposed by Section 18 of the 1940
Act.

3. Purchase securities of other investment companies except as permitted
by the 1940 Act, the rules and regulations thereunder or pursuant to an
exemption therefrom.

4. Pledge, mortgage or hypothecate assets except to secure borrowing
permitted by the Portfolio's fundamental limitation on borrowing.

5. Invest in companies for the purpose of exercising control.

6. Invest in real estate limited partnerships.

7. Invest in interests in oil, gas or other mineral exploration or
development programs and oil, gas or mineral leases.

The foregoing percentages are: (i) based on total assets (except for the
limitation on illiquid securities which is based on net assets); (ii) will apply
at the time of purchase of a security; and (iii) shall not be considered
violated unless an excess or deficiency occurs or exists immediately after as a
result of a purchase of a security.

THE ADVISER

Citizens Bank (the "Adviser") serves as investment adviser to the Portfolio
pursuant to an investment advisory agreement (the "Advisory Agreement") with the
Trust. Under the Advisory Agreement, the Adviser is responsible for the
investment decisions for the Portfolio, and continuously reviews, supervises and
administers the Portfolio's investment program. The Advisory Agreement also
provides that the Adviser shall not be protected against any liability to the
Trust or its shareholders by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its obligations or duties thereunder.

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The Trust and the Adviser have employed [BlackRock Financial Management, Inc.]
[Goldman Sachs Asset Management] [Federated Investors] [Deutsche Asset
Management] as the investment sub-adviser to the Portfolio to manage the
Portfolio on a day-to-day basis, subject to the supervision of the Adviser and
the Trustees. In conjunction with the Adviser, the investment sub-adviser makes
the investment decisions for the assets of the Portfolio and continuously
reviews, supervises and administers the Portfolio's investment program. See
"The Sub-Adviser."

The Adviser, 328 S. Saginaw Street, Flint, Michigan 48502, was incorporated in
1871 in the state of Michigan. Citizens Bank is a wholly-owned subsidiary of
Citizens Banking Corporation. Citizens Banking Corporation is an interstate bank
holding company with over [$4.5 billion] in assets and 124 banking offices in
Michigan and Illinois. As of January 31, 2000, the Adviser's total assets under
management were [$3.5 billion]. The Adviser has managed bank common funds,
pension plan assets and personal trust assets since 1927. The Adviser's sole
experience as an investment adviser to investment companies is as investment
adviser to the Trust.

For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate based on the average daily net assets of the
Portfolio of [.34%.] The Adviser has voluntarily agreed to waive a portion of
its fees in order to limit the total operating expenses of Institutional Shares
to not more than [1.35%], Class A Shares to not more than [1.60%] (exclusive of
distribution expenses charged to Class A Shares) and Class B Shares to not more
than [ ] (exclusive of distribution expenses charged to Class B Shares) of the
Portfolio's average daily net assets. The Adviser reserves the right, in its
sole discretion, to terminate this voluntary fee waiver at any time.

[The Glass-Steagall Act restricts the securities activities of banks such as the
Adviser, but federal regulatory authorities permit such banks to provide
investment advisory and other services to mutual funds. Should this position be
challenged successfully in court or reversed by legislation, the Trust might
have to make other investment advisory arrangements.]

The Adviser will not be required to bear expenses of any Portfolio of the
Trust to an extent which would result in the Portfolio's inability to qualify
as a "regulated investment company" (a "RIC") under provisions of the
Internal Revenue Code of 1986, as amended (the "Code").

The continuance of the Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to the Portfolio by a majority of the outstanding shares of the
Portfolio, on not less than 30 days' nor more than 60 days' written notice to
the Adviser, or by the Adviser on 90 days' written notice to the Trust.

THE SUB-ADVISER

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the Board of Trustees. BIL is an affiliate of BlackRock Advisors, Inc.
(BlackRock) which was organized in 1994 to perform advisory services for
investment companies. BlackRock is a subsidiary of PNC Bank Corp., one of the
largest diversified financial services companies in the United States.

BlackRock is a global money management firm with expertise in domestic and
international equities, domestic and global fixed income, cash management and
risk management services. BlackRock has over $120 billion in assets under
management and currently manages money for over half of the Fortune 100,
including seven out of ten of the largest Fortune 100 companies.

For the services provided and the expenses incurred pursuant to the Sub-Advisory
Agreement, BIL is entitled to receive from the Portfolio a fee, calculated daily
and paid monthly, at an annual rate of [.65%] of the average daily net assets of
the Portfolio.]

[Goldman Sachs Asset Management, Inc. ("GSAMI"), 133 Petersborough Court,
London, England EC4A 2BB serves as Investment Adviser to the Portfolio. GSAMI
is an affiliate of Goldman Sachs. Founded in 1869, Goldman Sachs is among the
oldest and largest investment banking firms in the United States. Goldman Sachs
is a leader in developing portfolio strategies and in many fields of investing
and financing, participating in financial markets worldwide and serving
individuals, institutions, corporations and governments.

GSAMI is able to draw on the substantial research and market expertise of
Goldman Sachs, whose investment research effort is one of the largest in the
industry. The Goldman Sachs Global Investment Research Department covers
approximately 2,200 companies, including approximately 1,000 U.S. corporations
in 60 industries. The in-depth information and analyses generated by Goldman
Sachs' research analysts are available to GSAMI.

For the services provided and the expenses incurred pursuant to the Sub-Advisory
Agreement, GSAMI is entitled to receive from the Portfolio a fee, calculated
daily and paid monthly, at an annual rate of [.65%] of the average daily net
assets of the Portfolio.]

Federated is a global money management firm which target financial
institutions with expertise in domestic and international equities.
Federated's staff includes 30 portfolio managers, analysts and traders and
currently manages nearly $3.5 billion in international assets.

For the services provided and expenses incurred pursuant to the Sub-Advisory
Agreement, Federated is entitled to receive from the Portfolio a few
calculated daily and paid monthly, at an annual rate of [.65%] of the average
daily net assets of the Portfolio.]

[Deutsche Asset Management (DSM), 885 Third Avenue, 32nd Floor, New York, New
York 10022, manages the Portfolio on a day-to-day basis. DSM selects, buys and
sells securities for the Portfolio under the supervision of the Adviser and
the Board of Trustees. DSM is the marketing name for the asset management
activities of Deutsche Asset Management, Inc. (formerly Morgan Grenfell
Inc.). DSM is dedicated to servicing the needs of corporations, governments,
financial institutions, and private clients and has invested retirements
assets on behalf of the nation's largest corporations and institutions for
more than 50 years. DSM provides a full range of advisory services to
institutional clients. It serves as investment adviser to eleven other
investment companies and as sub-adviser to five other investment companies.

THE ADMINISTRATOR

SEI Investments Mutual Funds Services (the "Administrator") serves as
administrator to the Portfolio pursuant to an administration agreement (the
"Administration Agreement") with the Trust. The Administration Agreement
provides that the Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
matters to which the Administration Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Administrator in the performance of its duties or from reckless disregard by it
of its duties and obligations thereunder.

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<PAGE>

For its services, the Administrator is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .20% of the average daily net
assets of the Portfolio. The Portfolio is also subject to a minimum fee of
[$50,000.]

The Administration Agreement shall remain in effect with respect to the Golden
Oak Family of Funds until May 19, 2002, and thereafter shall continue in effect
for successive two-year periods subject to annual review by the Trustees.

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors, and
money managers. The Administrator and its affiliates also serve as administrator
or sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, ARK Funds, Armada
Funds, Bishop Street Funds, Boston 1784 Funds, CNI Charter Funds, CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds, The PBHG Funds,
Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International
Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic
Variable Trust, TIP Funds and UAM Funds, Inc. II.

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor" or "SIDC"), a wholly-owned
subsidiary of SEI Investments, and the Trust are parties to a distribution
agreement (the "Distribution Agreement"), which applies to Institutional, Class
A and Class B shares of the Portfolio. The Distribution Agreement shall be
reviewed and ratified at least annually (i) by the Trust's Trustees or by the
vote of a majority of the outstanding shares of the Trust, and (ii) by the vote
of a majority of the Trustees of the Trust who are not parties to the
Distribution Agreement or interested persons (as defined in the 1940 Act) of any
party to the Distribution Agreement, cast in person at a meeting called for the
purpose of voting on such approval. The Distribution Agreement will terminate in
the event of any assignment, as defined in the 1940 Act, and is terminable with
respect to a particular Portfolio on not less than 60 days' notice by the
Trust's Trustees, by vote of a majority of the outstanding shares of the
Portfolio or by the Distributor. The Distributor will receive no compensation
for distribution of Institutional shares. Class A has a distribution plan (the
"Class A Distribution Plan") and Class B has a distribution plan (the "Class B
Distribution Plan").

The Distribution Agreement is renewable annually and may be terminated by the
Distributor, the Qualified Trustees (defined below), or by a majority vote of
the outstanding securities of the Trust upon not more than 60 days' written
notice by either party.

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<PAGE>

The Trust has adopted the Class A Distribution Plan and Class B Distribution and
Service Plan in accordance with the provisions of Rule 12b-1 under the 1940 Act
which regulates circumstances under which an investment company may directly or
indirectly bear expenses relating to the distribution of its shares. Continuance
of the Plans must be approved annually by a majority of the Trustees of the
Trust and by a majority of the Trustees who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
such Plans or any agreements related to them ("Qualified Trustees"). The Plans
require that quarterly written reports of amounts spent under each Plan and the
purposes of such expenditures be furnished to and reviewed by the Trustees. The
Plans may not be amended to increase materially the amount which may be spent
thereunder without approval by a majority of the outstanding shares of the
Trust. All material amendments of the Plan will require approval by a majority
of the Trustees of the Trust and of the Qualified Trustees.

CLASS A DISTRIBUTION PLAN

The Distribution Agreement and the Class A Distribution Plan adopted by the
Class A shareholders provides that the Class A shares of the Portfolio will pay
the Distributor a fee of .25% of the average daily net assets which the
Distributor can use to compensate/broker dealers and service providers,
including the Adviser and its affiliates which provide administrative and/or
distribution services to the Class A shareholders or their customers who
beneficially own Class A shares. The Class A Plan is characterized as a
compensation plan since the distribution fee will be paid to the Distributor
without regard to the distribution or shareholder service expenses incurred by
the Distributor or the amount or payments made to financial institutions and
intermediaries. The Trust intends to operate the Class A Plan in accordance with
its terms and with the NASD rules concerning sales charges.

CLASS B DISTRIBUTION PLAN

The Distribution Agreement and the Class B Distribution and Service Plan (the
"Plan") adopted by the Class B shareholders provides that the Class B shares of
the Portfolio will pay the Distributor a fee of 1.00% of the average daily net
assets. The Distributor can use .75% of the fee to compensate/broker dealers and
service providers, including the Adviser and its affiliates which provide
administrative and/or distribution services to the Class B shareholders or their
customers who beneficially own Class B shares. The Distributor can also use .25%
of the fee in connection with its provision of shareholder or account
maintenance services, or to compensate service providers for providing ongoing
account maintenance and other services to Class B Shareholders (including, where
applicable, any underlying beneficial owners) identified in the Plan. The Class
B Plan is characterized as a compensation plan since the distribution fee will
be paid to the Distributor without regard to the distribution or shareholder
service expenses incurred by the Distributor or the amount or payments made to
financial institutions and intermediaries. The Trust intends to operate the
Class B Plan in accordance with its terms and with the NASD rules concerning
sales charges.

THE TRANSFER AGENT

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<PAGE>

DST Systems, Inc., 1004 Baltimore Street, Kansas City, Missouri 64105 (the
"Transfer Agent"), serves as the transfer agent and dividend disbursing agent
for the Portfolio under a transfer agency agreement with the Trust.

THE CUSTODIAN

First Union National Bank, 123 S. Broad Street, Philadelphia, Pennsylvania 19109
(the "Custodian") acts as custodian of the Trust. The Custodian holds cash,
securities and other assets of the Trust as required by the 1940 Act. In
addition, with respect to the Portfolio, [ ] serves as Sub-Custodian for the
Portfolio's assets maintained in foreign countries.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP serves as counsel to the Trust.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP serves as the independent accountants of the Trust.

TRUSTEES AND OFFICERS OF THE TRUST

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select
Funds, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784 Funds, CNI
Charter Funds, CrestFunds, Inc., CUFUND, The Expedition Funds, First American
Funds, Inc., First American Investment Funds, Inc., First American Strategy
Funds, Inc., HighMark Funds, Huntington Funds, The Nevis Fund, Inc., Oak
Associates Funds, The Parkstone Group of Funds, The PBHG Funds, Inc., PBHG
Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable
Trust, and TIP Funds, each of which is an open-end management investment company
Managed by SEI Investments Mutual Funds Services or its affiliates and
distributed by SEI Investments Distribution Co.

ROBERT A. NESHER (DOB 08/17/46) Chairman of the Board of Trustees* Currently
performs various services on behalf of SEI Investments for which Mr. Nesher is
compensated. Executive Vice President of SEI Investments, 1986-1994. Director
and Executive Vice President of the Administrator and the Distributor,
1981-1994. Trustee of The Advisors' Inner Circle Fund, Bishop Street Funds,
Boston 1784 Funds, The Expedition Funds, Oak Associates Funds, Pillar Funds, SEI
Asset Allocation Trust, SEI Daily

S-20
<PAGE>

Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.

JOHN T. COONEY (DOB 01/20/27) Trustee** Vice Chairman of Ameritrust Texas N.A.,
1989-1992, and MTrust Corp., 1985-1989. Trustee of The Advisors' Inner Circle
Fund, The Expedition Funds and Oak Associates Funds.

WILLIAM M. DORAN (DOB 05/26/40) Trustee* 1701 Market Street, Philadelphia, PA
19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust,
SEI Investments, the Administrator and the Distributor. Director of SEI
Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The
Advisors' Inner Circle Fund, The Expedition Funds, Oak Associates Funds, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

ROBERT A. PATTERSON (DOB 11/05/27) Trustee** Pennsylvania State University,
Senior Vice President, Treasurer (Emeritus); Financial and Investment
Consultant, Professor of Transportation since 1984; Vice President-Investments,
Treasurer, Senior Vice President (Emeritus), 1982-1984. Director, Pennsylvania
Research Corp.; Member and Treasurer, Board of Trustees of Grove City College.
Trustee of The Advisors' Inner Circle Fund, The Expedition Funds and Oak
Associates Funds.

EUGENE B. PETERS (DOB 06/03/29) Trustee** Private investor from 1987 to present.
Vice President and Chief Financial Officer, Western Company of North America
(petroleum service company) 1980-1986. President of Gene Peters and Associates
(import company) 1978-1980. President and Chief Executive Officer of Jos.
Schlitz Brewing Company before 1978. Trustee of The Advisors' Inner Circle Fund,
The Expedition Funds and Oak Associates Funds.

JAMES M. STOREY (DOB 04/12/31) Trustee** Partner, Dechert Price & Rhoads,
September 1987-December 1993; Trustee of The Advisors' Inner Circle Fund, The
Expedition Funds, Oak Associates Funds, SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.

GEORGE J. SULLIVAN, JR. (DOB 11/13/42) Trustee** Chief Executive Officer,
Newfound Consultants Inc. since April 1997. General Partner, Teton Partners,
L.P., June 1991- December 1996; Chief Financial Officer, Noble Partners, L.P.,
March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc.,
since 1991; Trustee, Navigator Securities Lending Trust, since 1995. Trustee of
The Advisors' Inner Circle Fund, The Expedition Funds, Oak Associates Funds, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

MARK E. NAGLE (DOB 10/20/59) President, Chief Executive Officer, Controller and
Chief Financial Officer-President and Senior Vice President of Fund Accounting
and Administration of the Administrator

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<PAGE>

since 1998. Vice President of Fund Accounting and Administration of the
Administrator 1996-1998. Vice President of the Distributor since December 1997.
Vice President, Fund Accounting, BISYS Fund Services, September 1995 - November
1996. Senior Vice President and Site Manager, Fidelity Investments, 1981 -
September 1995.

TODD B. CIPPERMAN (DOB 02/14/66) Vice President and Assistant Secretary Vice
President and Assistant Secretary of SEI Investments, the Administrator and the
Distributor since 1995. Associate, Dewey Ballantine (law firm), 1994-1995.
Associate, Winston & Strawn (law firm), 1991-1994.

JAMES R. FOGGO (DOB 06/30/64) Vice President and Assistant Secretary Vice
President and Assistant Secretary of SEI Investments since 1998. Associate, Paul
Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate, Baker & McKenzie
(law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law firm), 1993-1995.
Operations Manager, The Shareholder Services Group, Inc., 1986-1990.

LYDIA A. GAVALIS (DOB 06/05/64) Vice President and Assistant Secretary Vice
President and Assistant Secretary of SEI Investments, the Administrator and the
Distributor since 1998. Assistant General Counsel and Director of Arbitration,
Philadelphia Stock Exchange, 1989-1998.

KEVIN P. ROBINS (DOB 04/15/61) Vice President and Assistant Secretary Senior
Vice President and General Counsel of SEI Investments, the Administrator and the
Distributor since 1994. Assistant Secretary of SEI Investments since 1992;
Secretary of the Administrator since 1994. Vice President, General Counsel and
Assistant Secretary of the Administrator and the Distributor, 1992-1994.
Associate, Morgan, Lewis & Bockius LLP (law firm), 1988-1992.

LYNDA J. STRIEGEL (DOB 10/30/48) Vice President and Assistant Secretary Vice
President and Assistant Secretary of SEI Investments, the Administrator and the
Distributor since 1998. Senior Asset Management Counsel, Barnett Banks, Inc.,
1997-1998. Partner, Groom and Nordberg, Chartered, 1996-1997. Associate General
Counsel, Riggs Bank, N.A., 1991-1995.

JOHN H. GRADY, JR. (DOB 06/01/61) Secretary 1701 Market Street, Philadelphia, PA
19103, Partner since 1995, Morgan, Lewis & Bockius LLP (law firm), counsel to
the Trust, SEI Investments, the Administrator and the Distributor.

- ------------------
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Trust as that term is defined
in the 1940 Act.

**Messrs. Cooney, Patterson, Peters, Storey and Sullivan serve as members of the
Audit Committee of the Trust.

The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees. For the
fiscal year ended January 31, 2000, the Trust paid the unaffiliated Trustees
aggregate fees of [$25,257.]

S-22
<PAGE>

<TABLE>
<CAPTION>
COMPENSATION TABLE

Total Compensation
Pension or From Registrant and
Retirement Estimated Fund Complex Paid to
Aggregate Benefits Accrued Annual Trustees for the Fiscal
Compensation as Part of Fund Benefits Upon Year Ended January 31,
Name of Person, Position From Registrant Expenses Retirement 2000(1)
- ------------------------ --------------- -------- ---------- -------
<S> <C> <C> <C> <C>
John T. Cooney, Trustee [XXX] N/A N/A [XXX]

Robert Patterson, Trustee [XXX] N/A N/A [XXX]

Eugene B. Peters, Trustee [XXX] N/A N/A [XXX]

James M. Storey, Trustee [XXX] N/A N/A [XXX]

George C. Sullivan [XXX] N/A N/A [XXX]

William M. Doran, Trustee* $0 N/A N/A $0

Robert A. Nesher, Trustee* $0 N/A N/A $0

- --------------------
</TABLE>

(1) Total Compensation for service on one board.
* A Trustee who is an "interested person" as defined by the 1940 Act.

COMPUTATION OF YIELD

From time to time, the Portfolio may advertise yield and/or total return. These
figures will be based on historical earnings and are not intended to indicate
future performance.

The "yield" of the Portfolio refers to the income generated by an investment in
the Portfolio over a seven-day or 30-day period (which period will be stated in
the advertisement). This income is then "annualized." That is, the amount of
income generated by the investment during that seven-day or 30-day period is
assumed to be generated each seven-day or 30-day period over a year and is shown
as a percentage of the investment. The "effective yield" is calculated similarly
but, when annualized, the income earned by an investment in the Portfolio is
assumed to be reinvested. The "effective yield" will be slightly higher than the
"yield" because of the compounding effect of this assumed reinvestment.

The Portfolio may, from time to time, compare their performance to other mutual
funds tracked by mutual fund rating services, to broad groups of comparable
mutual funds or to unmanaged indices which may assume investment of dividends
but generally do not reflect deductions for administrative and management costs.

CALCULATION OF TOTAL RETURN

From time to time, the Portfolio may advertise total return. The total return of
the Portfolio refers to the average compounded rate of return to a hypothetical
investment for designated time periods (including but

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<PAGE>

not limited to, the period from which the Portfolio commenced operations
through the specified date), assuming that the entire investment is redeemed
at the end of each period. In particular, total return will be calculated
according to the following formula: P (1 + T) TO THE POWER OF n = ERV, where
P = a hypothetical initial payment of $1,000; T = average annual total
return; n = number of years; and ERV = ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the designated time
period as of the end of such period.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the Distributor on a day on which
the New York Stock Exchange is open for business. Shares of the Portfolio are
offered on a continuous basis. Currently, the holidays observed by the Trust and
the New York Stock Exchange are as follows: New Year's Day, Presidents' Day,
Martin Luther King Jr. Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.

It is currently the Trust's policy to pay for the redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by the Portfolio
in lieu of cash. Shareholders may incur brokerage charges on the sale of any
such securities so received in payment of redemptions. However, a shareholder
will at all times be entitled to aggregate cash redemptions from all Portfolios
of the Trust during any 90-day period of up to the lesser of $250,000 or 1% of
the Trust's net assets.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of
disposal or valuation of the Portfolio's securities is not reasonably
practicable, or for such other periods as the SEC has by order permitted. The
Trust also reserves the right to suspend sales of shares of the Portfolio for
any period during which the New York Stock Exchange, the Adviser, the applicable
Sub-Adviser, the Administrator and/or the Custodian are not open for business.

LETTER OF INTENT

Reduced sales charges are also applicable to the aggregate amount of purchases
made by any such purchaser previously enumerated within a 13-month period
pursuant to a written Letter of Intent provided to the Trust's transfer agent,
that does not legally bind the signer to purchase any set number of shares and
provides for the holding in escrow by the Administrator of 5% of the amount
purchased until such purchase is completed within the 13-month period. A Letter
of Intent may be dated to include shares purchased up to 90 days prior to the
date the Letter of Intent is signed. The 13-month period begins on the date of
the earliest purchase. If the intended investment is not completed, the
Administrator will surrender an appropriate number of the escrowed shares for
redemption in order to recover the difference between the sales charge on the
shares purchased at the reduced rate and the sales charge otherwise applicable
to the total shares purchased.

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<PAGE>

DETERMINATION OF NET ASSET VALUE

The securities of the Portfolio are valued by the Administrator pursuant to
valuations provided by an independent pricing service. The pricing service
relies primarily on prices of actual market transactions as well as trader
quotations. However, the service may also use a matrix system to determine
valuations of fixed income securities, which system considers such factors as
security prices, yields, maturities, call features, ratings and developments
relating to specific securities in arriving at valuations. The procedures of the
pricing service and its valuations are reviewed by the officers of the Trust
under the general supervision of the Trustees.

TAXES

The following is only a summary of certain additional federal income tax
considerations generally affecting the Portfolio and its shareholders that are
not described in the Portfolio's prospectus. No attempt is made to present a
detailed explanation of the tax treatment of the Portfolio or its shareholders,
and the discussion here and in the Portfolio's prospectus is not intended as a
substitute for careful tax planning. Shareholders are urged to consult with
their tax advisors with specific reference to their own tax situation, including
their state and local tax liabilities.

FEDERAL INCOME TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS

The following general discussion of certain federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. New legislation, as well as
administrative changes or court decisions, may significantly change the
conclusions expressed herein, and may have a retroactive effect with respect to
the transactions contemplated herein.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY

The Portfolio intends to qualify and elect to be treated as a RIC as defined
under Subchapter M of the Code. By following such a policy, the Portfolio
expects to eliminate or reduce to a nominal amount the federal taxes to which
they may be subject.

In order to qualify as a RIC, the Portfolio must distribute at least 90% of
its net investment income (that generally includes dividends, taxable
interest, and the excess of net short-term capital gains over net long-term
capital losses less operating expenses) and at least 90% of its net tax
exempt interest income, for each tax year, if any, to its shareholders and
also must meet several additional requirements. Included among these
requirements are the following: (i)at least 90% of the Portfolio's gross
income each taxable year must be derived from dividends, interest, payments
with respect to securities loans, and gains from the sale or other
disposition of stock or securities, or certain other income; (ii) at the
close of each quarter of the Portfolio's taxable year, at least 50% of the
value of its total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RICs and other securities, with
such other securities

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<PAGE>

limited, in respect to any one issuer, to an amount that does not exceed 5% of
the value of the Portfolio's assets and that does not represent more than 10% of
the outstanding voting securities of such issuer; and (iii) at the close of each
quarter of the Portfolio's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer or of two or more issuers which
the Portfolio controls and which are engaged in the same, similar or related
trades or businesses.

The Portfolio may make investments in securities (such as STRIPS) that bear
"original issue discount" or "acquisition discount" (collectively, "OID
Securities"). The holder of such securities is deemed to have received
interest income even though no cash payments have been received. Accordingly,
OID Securities may not produce sufficient current cash receipts to match the
amount of distributable net investment income the Portfolio must distribute
to satisfy the Distribution Requirement. In some cases, the Portfolio may
have to borrow money or dispose of other investments in order to make
sufficient cash distributions to satisfy the Distribution Requirement.

Although the Portfolio intends to distribute substantially all of its net
investment income and may distribute its capital gains for any taxable year, the
Portfolio will be subject to federal income taxation to the extent any such
income or gains are not distributed.

If the Portfolio fails to qualify for any taxable year as a RIC, all of its
taxable income will be subject to tax at regular corporate income tax rates
without any deduction for distributions to shareholders and such distributions
generally will be taxable to shareholders as ordinary dividends to the extent of
the Portfolio's current and accumulated earnings and profits. In this event,
distributions generally will be eligible for the dividends-received deduction
for corporate shareholders.

PORTFOLIO DISTRIBUTIONS

Distributions of investment company taxable income will be taxable to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in additional Shares, to the extent of the
Portfolio's earnings and profits. The Portfolio anticipates that it will
distribute substantially all of its investment company taxable income for each
taxable year.

The Portfolio intends to distribute to shareholders its excess of net long-term
capital gains over net short-term capital losses ("net capital gains"). Such
distributions are taxable to shareholders who are individuals at a maximum rate
of 20%, regardless of the length of time the shareholder has held their
Portfolio Shares. If any such gains are retained, however, the Portfolio will
pay federal income tax thereon.

In the case of corporate shareholders, distributions (other than capital gains
distributions) from a RIC generally qualify for the dividends-received deduction
to the extent of the gross amount of qualifying dividends received by the
Portfolio for the year. Generally, and subject to certain limitations, a
dividend will be treated as a qualifying dividend if it has been received from a
domestic corporation. Accordingly, such distributions will generally qualify for
the corporate dividends-received deduction.

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<PAGE>

Ordinarily, investors should include all dividends as income in the year of
payment. However, dividends declared payable to shareholders of record in
October, November, or December of one year, but paid in January of the following
year, will be deemed for tax purposes to have been received by the shareholder
and paid by the Portfolio in the year in which the dividends were declared.

In certain cases, the Portfolio will be required to withhold, and remit to the
United States Treasury, 31% of any distributions paid to a shareholder who (1)
has failed to provide a correct taxpayer identification number, (2) is subject
to backup withholding by the Internal Revenue Service, or (3) has failed to
certify to the Portfolio that such shareholder is not subject to backup
withholding.

The Portfolio will provide a statement annually to shareholders as to the
federal tax status of distributions paid (or deemed to be paid) by the Portfolio
during the year, including the amount of dividends eligible for the corporate
dividends-received deduction.

SALE OR EXCHANGE OF PORTFOLIO SHARES

Generally, gain or loss on the sale or exchange of a Portfolio Share will be
capital gain or loss that will be long-term if the Share has been held for more
than twelve months and otherwise will be short-term. For individuals, long-term
capital gains are currently taxed at a maximum rate of 20% and short-term
capital gains are currently taxed at ordinary income tax rates. However, if a
shareholder realizes a loss on the sale, exchange or redemption of a Share held
for six months or less and has previously received a capital gains distribution
with respect to the Share (or any undistributed net capital gains of the
Portfolio with respect to such Share are included in determining the
shareholder's long-term capital gains), the shareholder must treat the loss as a
long-term capital loss to the extent of the amount of the prior capital gains
distribution (or any undistributed net capital gains of the Portfolio that have
been included in determining such shareholder's long-term capital gains). In
addition, any loss realized on a sale or other disposition of Shares will be
disallowed to the extent an investor repurchases (or enters into a contract or
option to repurchase) Shares within a period of 61 days (beginning 30 days
before and ending 30 days after the disposition of the Shares). This loss
disallowance rule will apply to Shares received through the reinvestment of
dividends during the 61-day period.

FEDERAL EXCISE TAX

If the Portfolio fails to distribute in a calendar year at least 98% of its
ordinary income for the year and 98% of its capital gain net income (the excess
of short and long term capital gains over short and long term capital losses)
for the one-year period ending October 31 of that year (and any retained amount
from the prior calendar year), the Portfolio will be subject to a nondeductible
4% Federal excise tax on the undistributed amounts. The Portfolio intends to
make sufficient distributions to avoid imposition of this tax, or to retain, at
most its net capital gains and pay tax thereon.

FOREIGN TAXES

Dividends and interest received by the Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and United States
possessions that would reduce the yield on a the Portfolio's

S-27
<PAGE>

securities. Tax conventions between certain countries and the United States may
reduce or eliminate these taxes. Foreign countries generally do not impose taxes
on capital gains on investments by foreign investors. If more than 50% of the
value of the Portfolio's total assets at the close of its taxable year consists
of securities of foreign corporations, the Portfolio will be eligible to, and
may, file an election with the Internal Revenue Service that will enable
shareholders, in effect, to receive the benefit of the foreign tax credit with
respect to any foreign and United States possessions income taxes paid by the
Portfolio. Pursuant to an election, the Portfolio will treat those taxes as
dividends paid to its shareholders. Each shareholder will be required to include
a proportionate share of those taxes in gross income as income received from a
foreign source and must treat the amount so included as if the shareholder had
paid the foreign tax directly. The shareholder may then either deduct the taxes
deemed paid by him or her in computing his or her taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit (subject to significant limitations) against the shareholder's federal
income tax. If the Portfolio makes the election, it will report annually to its
shareholders the respective amounts per share of the Portfolio's income from
sources within, and taxes paid to, foreign countries and United States
possessions.

STATE AND LOCAL TAXES

The Portfolio is not liable for any income or franchise tax in Massachusetts if
it qualifies as a RIC for federal income tax purposes. Depending upon state and
local law, distributions by the Portfolio to shareholders and the ownership of
Shares may be subject to state and local taxes. Shareholders are urged to
consult their tax advisors as to the consequences of these and other state and
local tax rules affecting an investment in the Portfolio.

TRADING PRACTICES AND BROKERAGE

The Trust has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser and/or Sub-Adviser is responsible for
placing the orders to execute transactions for the Portfolio. In placing orders,
it is the policy of the Trust to seek to obtain the best net results taking into
account such factors as price (including the applicable dealer spread), the
size, type and difficulty of the transaction involved, the firm's general
execution and operational facilities, and the firm's risk in positioning the
securities involved. While the Adviser and/or Sub-Adviser generally seek
reasonably competitive spreads or commissions, the Trust will not necessarily be
paying the lowest spread or commission available if the difference is reasonably
justified by other aspects of the portfolio execution securities offered.

The Adviser and/or Sub-Adviser select brokers or dealers to execute transactions
for the purchase or sale of portfolio securities on the basis of its judgment of
their professional capability to provide the service. The primary consideration
is to have brokers or dealers execute transactions at best price and execution.
Best price and execution refers to many factors, including the price paid or
received for a security, the commission charged, the promptness and reliability
of execution, the confidentiality and placement accorded the order and other
factors affecting the overall benefit obtained by the account on the
transaction. The Adviser's and/or a Sub-Adviser's determination of what are
reasonably competitive rates is based upon the professional knowledge of its
trading department as to rates paid and charged for similar transactions

S-28
<PAGE>

throughout the securities industry. In some instances, the Adviser and/or a
Sub-Adviser pays a minimal share transaction cost when the transaction presents
no difficulty. Some trades are made on a net basis where the Adviser and/or a
Sub-Adviser either buys securities directly from the dealer or sells them to the
dealer. In these instances, there is no direct commission charged but there is a
spread (the difference between the buy and sell price) which is the equivalent
of a commission.

The Adviser and/or Sub-Adviser may allocate out of all commission business
generated by all of the funds and accounts under management by the Adviser
and/or Sub-Adviser, brokerage business to brokers or dealers who provide
brokerage and research services. These research services include advice, either
directly or through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends, assisting in determining portfolio
strategy, providing computer software used in security analyses, and providing
portfolio performance evaluation and technical market analyses. Such services
are used by the Adviser and/or Sub-Adviser in connection with its investment
decision-making process with respect to one or more funds and accounts managed
by it, and may not be used exclusively with respect to the fund or account
generating the brokerage.

As provided in the Securities Exchange Act of 1934, as amended (the "1934 Act"),
higher commissions may be paid to broker/dealers who provide brokerage and
research services than to broker/dealers who do not provide such services if
such higher commissions are deemed reasonable in relation to the value of the
brokerage and research services provided. Although transactions are directed to
broker/dealers who provide such brokerage and research services, the Adviser
and/or Sub-Adviser believes that the commissions paid to such broker/dealers are
not, in general, higher than commissions that would be paid to broker/dealers
not providing such services and that such commissions are reasonable in relation
to the value of the brokerage and research services provided. In addition,
portfolio transactions that generate commissions or their equivalent are
directed to broker/dealers who provide daily portfolio pricing services to the
Adviser and/or Sub-Adviser. Subject to best price and execution, commissions
used for pricing may or may not be generated by the funds receiving the pricing
service.

The Adviser and/or Sub-Adviser may place a combined order for two or more
accounts or funds engaged in the purchase or sale of the same security if, in
its judgment, joint execution is in the best interest of each participant and
will result in best price and execution. Transactions involving commingled
orders are allocated in a manner deemed equitable to each account or fund. It is
believed that the ability of the accounts to participate in volume transactions
will generally be beneficial to the accounts and funds. Although it is
recognized that, in some cases, the joint execution of orders could adversely
affect the price or volume of the security that a particular account or trust
may obtain, it is the opinion of the Adviser and/or Sub-Adviser and the Trust's
Board of Directors that the advantages of combined orders outweigh the possible
disadvantages of separate transactions.

Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Adviser
and/or Sub-Adviser may give consideration to sales of shares of the Adviser
and/or Sub-Adviser as a factor in the selection of brokers and dealers to
execute portfolio transactions for the Portfolio.

S-29
<PAGE>

It is expected that the Adviser and/or Sub-Adviser may execute brokerage or
other agency transactions through the Distributor or an affiliate of the
Adviser, both of which are registered broker-dealers, for a commission in
conformity with the 1940 Act, the 1934 Act and the rules promulgated thereunder
by the SEC. Under these provisions, the Distributor or an affiliate of the
Adviser is permitted to receive and retain compensation for effecting portfolio
transactions for the Portfolio on an exchange if a written contract is in effect
between the Distributor and the Trust expressly permitting the Distributor or an
affiliate of the Adviser to receive and retain such compensation. These rules
further require that commissions paid to the Distributor by the Portfolio for
exchange transactions not exceed "usual and customary" brokerage commissions.
The rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." In addition, the
Adviser and/or Sub-Adviser may direct commission business to one or more
designated broker/dealers in connection with such broker/ dealer's provision of
services to the Portfolio or payment of certain Portfolio expenses (e.g.,
custody, pricing and professional fees). The Trustees, including those who are
not "interested persons" of the Trust, have adopted procedures for evaluating
the reasonableness of commissions paid to the Distributor and will review these
procedures periodically.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of the Portfolio each of which represents an equal proportionate interest
in the Portfolio with each other share. Shares are entitled upon liquidation to
a pro rata share in the net assets of the Portfolio. Shareholders have no
preemptive rights. The Declaration of Trust provides that the Trustees of the
Trust may create additional series of shares. All consideration received by the
Trust for shares of any additional series and all assets in which such
consideration is invested would belong to that series and would be subject to
the liabilities related thereto. Share certificates representing shares will not
be issued.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Trust were held to be a partnership, the
possibility of its shareholders incurring financial loss for that reason appears
remote because the Trust's Declaration of Trust contains an express disclaimer
of shareholder liability for obligations of the Trust and requires that notice
of such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Trust or the Trustees, and because the
Declaration of Trust provides for indemnification out of the Trust property for
any shareholder held personally liable for the obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

S-30
<PAGE>

The Declaration of Trust provides that a Trustee shall be liable only for his or
her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his willful misfeasance, bad faith, gross negligence or reckless disregard
of his duties.

S-31
<PAGE>

APPENDIX

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

A-1 This is the highest category and indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign
(+) designation.

A-2 Capacity for timely payment on issues with this designation is
satisfactory and the obligation is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories.

PRIME-1 Issues rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structure with moderate reliance on
debt and ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

- Well-established access to a range of financial markets and
assured sources of alternate liquidity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second
highest commercial paper rating assigned by Fitch which reflects an assurance of
timely payment only slightly less in degree than the strongest issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff and
Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high
certainty of timely payment with excellent liquidity factors which are supported
by ample asset protection. Risk factors are minor. Paper rated Duff-2 is
regarded as having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals. Risk factors are
small.

A-1
<PAGE>

The designation A1 by IBCA Limited ("IBCA") indicates that the obligation is
supported by a very strong capacity for timely repayment. Those obligations
rated A1+ are supported by the highest capacity for timely repayment are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial conditions.

The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high
likelihood that principal and interest will be paid on a timely basis.

DESCRIPTION OF CORPORATE BOND RATINGS

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree. Debt rated A has a strong capacity
to pay interest and repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
debt in higher rated categories. Debt rated BBB is regarded as having an
adequate capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher rated categories. Debt
rated BB and B is regarded as having predominantly speculative characteristics
with respect to capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Debt rated BB has less near-term vulnerability to default than other speculative
grade debt. However, it faces major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions that could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating. Debt rate B has greater vulnerability to default but
presently has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions would likely impair capacity
or willingness to pay interest and repay principal. The B rating category also
is used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating.

Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities. Bonds which
are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

A-2
<PAGE>

Bonds which are rated Baa are considered as medium-grade obligations (I.E., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. Bonds which are rated Ba are
judged to have speculative elements; their future cannot be considered as
well-assured. Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class.
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Moody's bond ratings, where specified, are applied to senior bank obligations
and insurance company senior policyholder and claims obligations with an
original maturity in excess of one year. Obligations relying upon support
mechanisms such as letters-of-credit and bonds of indemnity are excluded unless
explicitly rated.

Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating on
a bank's ability to repay senior obligations extends only to branches located in
countries, which carry a Moody's sovereign rating. Such branch obligations are
rated at the lower of the bank's rating or Moody's sovereign rating for the bank
deposits for the country in which the branch is located.

When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings do
not incorporate an opinion as to whether payment of the obligation will be
affected by the actions of the government controlling the currency of
denomination. In addition, risk associated with bilateral conflicts between an
investor's home country and either the issuer's home country or the country
where an issuer branch is located are not incorporated into Moody's ratings.

Moody's makes no representation that rated bank obligations or insurance company
obligations are exempt from registration under the U.S. Securities Act of 1933
or issued in conformity with any other applicable law or regulation. Nor does
Moody's represent that any specific bank or insurance company obligation is
legally enforceable or is a valid senior obligation of a rated issuer.

Moody's ratings are opinions, not recommendations to buy or sell, and their
accuracy is not guaranteed. A rating should be weighed solely as one factor in
an investment decision and you should make your own study and evaluation of any
issuer whose securities or debt obligations you consider buying or selling.

Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions
liable to but slight market fluctuation other than through changes in the money
rate. The prime feature of an AAA bond is a showing of earnings several times or
many times interest requirements, with such stability of applicable earnings
that safety is beyond reasonable question whatever changes occur in conditions.
Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond
question and are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The issue may be the
obligation of a small company,

A-3
<PAGE>

strongly secured but influenced as to rating by the lesser financial power of
the enterprise and more local type market.

Bonds rated A are considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

Bonds rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings. Bonds rated
BB are considered speculative. The obligor's ability to pay interest and repay
principal may be affected over time by adverse economic changes.

However, business and financial alternatives can be identified which could
assist the obligor in satisfying its debt service requirements. Bonds rated B
are considered highly speculative. While bonds in this class are currently
meeting debt service requirements, the probability of continued timely payment
of principal and interest reflects the obligor's limited margin of safety and
the need for reasonable business and economic activity throughout the life of
the issue.

Bonds rated Duff-1 are judged by Duff to be of the highest credit qualify with
negligible risk factors; only slightly more than U.S. Treasury debt. Bonds rated
Duff-2, 3 and 4 are judged by Duff to be of high credit quality with strong
protection factors. Risk is modest but may vary slightly from time to time
because of economic conditions.

Bonds rated BBB+, BBB, or BBB- are considered below average protection factors
but still considered sufficient for prudent investment. Considerable BBB
variability in risk during economic cycles. Bonds rated BB+, BB or BB- are
considered below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.

Bonds rated B+, B or B- are considered below investment grade and possessing
risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

Obligationsrated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a very
low expectation of investment risk are rated AA by IBCA. Capacity for timely
repayment of principal and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk albeit not very
significantly. Bonds rated A are obligations for which there is a low

A-4
<PAGE>

expectation of investment risk. Capacity for timely repayment of principal and
interest is strong, although adverse changes in business, economic or financial
conditions may lead to increased investment risk.

Bonds rated BBB are obligations for which there is currently a low expectation
of investment risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial conditions
are more likely to lead to increased investment risk than for obligations in
other categories. Bonds rated BB are obligations for which there is a
possibility of investment risk developing. Capacity for timely repayment of
principal and interest exists, but is susceptible over time to adverse changes
in business, economic or financial conditions. Bonds rated B are obligations for
which investment risk exists. Timely repayment of principal and interest is not
sufficiently protected against adverse changes in business, economic or
financial conditions.

Bonds rated AAA by Thomson BankWatch indicate that the ability to repay
principal and interest on a timely basis is very high. Bonds rated AA indicate a
superior ability to repay principal and interest on a timely basis, with limited
incremental risk compared to issues rated in the highest category. Bonds rated A
indicate the ability to repay principal and interest is strong. Issues rated A
could be more vulnerable to adverse developments (both internal and external)
than obligations with higher ratings.

Bonds rated BBB indicate an acceptable capacity to repay principal and interest.
Issues rated "BBB" are, however, more vulnerable to adverse developments (both
internal and external) than obligations with higher ratings.

While not investment grade, the BB rating suggests that the likelihood of
default is considerably less than for lower-rated issues. However, there are
significant uncertainties that could affect the ability to adequately service
debt obligations. Issues rated B show a higher degree of uncertainty and
therefore greater likelihood of default than higher-rated issues. Adverse
developments could well negatively affect the payment of interest and principal
on a timely basis.

A-5

<PAGE>

PART C: OTHER INFORMATION

POST-EFFECTIVE AMENDMENT NO. 27

Item 23. Exhibits:

(a) Registrant's Agreement and Declaration of Trust(1), originally filed
with the Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on
August 11, 1992, is incorporated herein by reference as exhibit 1 to
Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.
(b) Registrant's By-Laws are incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
(c) Not Applicable.
(d)(1) Investment Advisory Agreement between the Registrant and Citizens
Commercial and Savings Bank with respect to the Golden Oak
Diversified Growth Portfolio, the Golden Oak Intermediate-Term
Income Portfolio, Golden Oak Michigan Tax Free Bond Portfolio and
Golden Oak Prime Obligation Money Market Portfolio, originally filed
as exhibit 5(b) with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on January 13, 1993, is
incorporated herein by reference as exhibit 5(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
(d)(2) Investment Sub-Advisory Agreement by and among Registrant, Citizens
Commercial and Savings Bank and Wellington Management Company, LLP
with respect to the Golden Oak Prime Obligation Money Market
Portfolio, originally filed as exhibit 5(c), is incorporated herein
by reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on January 13, 1993.
(d)(3) Investment Advisory Agreement between the Registrant and One
Valley Bank, National Association with respect to the OVB
Portfolios, originally filed as exhibit 5(h) with Post-Effective
Amendment No. 6 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) with the Securities and Exchange Commission on
September 23, 1993, is incorporated herein by reference as
exhibit 5(d) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
(d)(4) Investment Sub-Advisory Agreement by and among the Registrant, One
Valley Bank, National Association, and Wellington Management
Company, LLP with respect to the OVB Prime Obligations Portfolio,
originally filed as exhibit 5(i) with Post-Effective Amendment No. 6
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on
September 23, 1993, is incorporated herein by reference as
exhibit 5(e) to

<PAGE>

Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.
(d)(5) Investment Advisory Agreement between the Registrant and Capitoline
Investment Services, Incorporated with respect to the U.S.
Government Securities Money Fund, originally filed as exhibit 5(j),
with Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on June 2, 1994, is incorporated herein by
reference as exhibit 5(f) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
(d)(6) Schedule B to Investment Advisory Agreement between the Registrant
and Citizens Commercial & Savings Bank with respect to Golden Oak
Growth and Income Portfolio, originally filed as exhibit 5(l) with
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the Securities
and Exchange Commission on September 30, 1994 is incorporated
herein by reference as exhibit 5(g) to Post-Effective Amendment
No. 18 filed with the Securities and Exchange Commission on May 30,
1997.
(d)(7) Schedule to the Investment Advisory Agreement between Registrant and
Capitoline Investment Services Incorporated with respect to the
Prime Obligations Fund, originally filed as exhibit 5(q) with
Post-Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on August 11, 1995, is incorporated herein by
reference as exhibit 5(h) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
(d)(8) Investment Sub-Advisory Agreement by and among the Registrant and
Citizens Bank and Nicholas-Applegate Capital Management with respect
to the Golden Oak Diversified Growth Portfolio, originally filed as
exhibit 5(u), is incorporated herein by reference to Post-Effective
Amendment No. 14 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on March 29, 1996.
(d)(9) Investment Advisory Agreement between the Registrant and One Valley
Bank, National Association with respect to the OVB Equity Income
Portfolio, is incorporated herein by reference to Post-Effective
Amendment No. 16 to the Registrant's Registration Statement on
Form N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on February 28, 1997.
(d)(10) Investment Sub-Advisory Agreement by and among the Registrant,
Citizens Bank and Systematic Financial Management, L.P. with respect
to the Golden Oak Value Portfolio is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
(d)(11) Amendment to Investment Sub-Advisory Agreement between Citizens Bank
and Nicholas-Applegate Capital Management is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
(d)(12) Schedule A to the Investment Advisory Agreement between Registrant
and Citizens Bank is incorporated herein by reference to
Post-Effective Amendment

<PAGE>

No. 23 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718), filed with The Securities and Exchange Commission on
April 1, 1999.
(d)(13) Amendment to the Investment Sub-Advisory Agreement by and between
Citizens Bank and Systematic Financial Management, L.P. is
incorporated herein by reference to Post-Effective Amendment No. 23
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718), filed with The Securities and Exchange Commission on
April 1, 1999.
(d)(14) Amended Schedule A dated February 22, 1999 to the Investment
Advisory Agreement between Registrant and Citizens Bank is
incorporated herein by reference to Post-Effective Amendment No. 23
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718), filed with The Securities and Exchange Commission on
April 1, 1999.
(d)(15) Amendment No. 2 dated February 22, 1999 to the Investment
Sub-Advisory Agreement between Citizens Bank and Nicholas-Applegate
Capital Management is incorporated herein by reference as
Exhibit d(15) to Post-Effective Amendment no. 24 filed with the
Securities and Exchange Commission on May 28, 1999.

(d)(16) Form of Investment Advisory Agreement between the Registrant and
Hancock Bank and Trust with respect to the Hancock Bank Treasury
Securities Money Market Fund, Hancock Bank Tax Exempt Money Market
Fund, Hancock Bank Growth and Income Fund and Hancock Bank Strategic
Income Fund, is filed herewith.

(d)(17) Form of Investment Sub-Advisory Agreement between and among
Registrant, Hancock Bank and Trust and Weiss, Peck & Greer L.L.C.
with respect to the Hancock Bank Tax Exempt Money Market Fund is
filed herewith.

(e)(1) Distribution Agreement between Registrant and SEI Financial Services
Company, originally filed with Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
with the Securities and Exchange Commission on October 14, 1992, is
incorporated herein by reference as exhibit 6(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
(e)(2) Transfer Agent Agreement between Registrant and SEI Financial
Management Corporation is incorporated herein by reference to
Pre-Effective Amendment No. 2 to Registrant's Registration Statement
on Form N-1A (File No. 33-50718) filed with the Securities and
Exchange Commission on January 13, 1993.
(e)(3) Transfer Agent Agreement between Registrant and Crestar Bank is
incorporated herein by reference to Post-Effective Amendment No. 12
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) filed with the Securities and Exchange Commission on
May 31, 1995.
(e)(4) Transfer Agent Agreement between Registrant and Supervised Service
Company is incorporated herein by reference to Post-Effective
Amendment No. 12 to

<PAGE>

Registrant's Registration Statement on Form N-1A (File No. 33-50718)
filed with the Securities and Exchange Commission on May 31, 1995.
(e)(5) Amendment to Transfer Agent Agreement between Registrant and Crestar
Bank dated August 1, 1994 is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
(e)(6) Amended and restated Schedule A, relating to The Golden Oak Family
of Funds, to the Distribution Plan is incorporated herein by
reference to Post-Effective Amendment No. 23 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
The Securities and Exchange Commission on April 1, 1999.
(e)(7) Form of Transfer Agency and Service Agreement between Registrant and
Hancock Bank and Trust is filed herewith.

(f) Not Applicable.
(g)(1) Custodian Agreement between Registrant and CoreStates Bank N.A.,
originally filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on October 14, 1992, is
incorporated herein by reference as exhibit 8(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
(g)(2) Custodian Agreement between Registrant and Crestar Bank, originally
filed with Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on June 2, 1994, is
incorporated herein by reference as exhibit 8(b) to Post-Effective
Amendment No. 18 filed with the Securities and Exchange Commission
on May 30, 1997.
(g)(3) Amendment to Custodian Agreement between Registrant and Crestar Bank
dated August 1, 1994 is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
(g)(4) Form of Custody Agreement between Registrant and Hancock Bank and
Trust is filed herewith.

<PAGE>

(h)(1) Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated January 28, 1993 for the
Golden Oak Portfolios and forms of Schedule for the California Tax
Exempt Portfolio and Institutional Tax Free Portfolio, originally
filed as exhibit 5(a), is incorporated herein by reference to
Post-Effective Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the Securities
and Exchange Commission on July 29, 1993.
(h)(2) Schedule, relating to the OVB Prime Obligations, OVB Capital
Appreciation, OVB Emerging Growth, OVB Government Securities and OVB
West Virginia Tax-Exempt Income Portfolios (the "OVB Portfolios"),
to Administration Agreement by and between the Registrant and SEI
Financial Management Corporation dated as of January 28, 1993 is
incorporated herein by reference to Post-Effective Amendment No. 20
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718), filed with the Securities and Exchange Commission on
March 30, 1998.
(h)(3) Schedule relating to U.S. Government Securities Money Fund, to
Administration Agreement by and between Registrant and SEI Financial
Management Corporation is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
(h)(4) Schedule dated May 19, 1997, relating to the Golden Oak Portfolios,
to Administration Agreement by and between Registrant and SEI Fund
Resources is incorporated herein by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718), filed with the Securities and Exchange
Commission on March 30, 1998.
(h)(5) Administration Agreement between Registrant and SEI Financial
Corporation with Schedule dated January 28, 1993 as amended and
restated on May 17, 1994 for Golden Oak Portfolios, the Prudential
Portfolios and the OVB Portfolios, originally filed as exhibit 5(o)
with Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on May 31, 1995, is incorporated herein by
reference as exhibit 9(e) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
(h)(6) Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated August 1, 1994,
originally filed as exhibit 5(p) with Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on May 31,
1995, is incorporated herein by reference as exhibit 9(f) to
Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.
(h)(7) Schedule relating to the Prime Obligations Fund, to Administration
Agreement by and between Registrant and SEI Financial Management
Corporation, originally

<PAGE>

filed as exhibit 5(p) with Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
with the Securities and Exchange Commission on August 11, 1995, is
incorporated herein by reference as exhibit 9(g) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
(h)(8) Consent to Assignment and Assumption of Administration Agreement
between the Registrant and SEI Financial Management Corporation,
dated January 28, 1993, to SEI Fund Resources is incorporated herein
by reference as exhibit 9(h) to Post-Effective Amendment No. 17
filed with the Securities and Exchange Commission on April 2, 1997.
(h)(9) Consent to Assignment and Assumption of Administration Agreement
between the Registrant and SEI Financial Management Corporation,
dated June 1, 1996, to SEI Fund Resources is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
(h)(10) Schedule dated November 23, 1998 to the Administration
Agreement, relating to the OVB Family of Funds, between the
Registrant and SEI Financial Management Corporation is
incorporated herein by reference to Post-Effective Amendment
No. 23 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718), filed with The Securities and Exchange
Commission on April 1, 1999.
(h)(11) Schedule dated February 22, 1999 to the Administration Agreement,
relating to The Golden Oak Family of Funds, between the Registrant
and SEI Fund Resources is incorporated herein by reference to
Post-Effective Amendment No. 23 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with The
Securities and Exchange Commission on April 1, 1999.

(h)(12) Schedule relating to the Hancock Bank Treasury Securities Money
Market Fund, Hancock Bank Tax Exempt Money Market Fund, Hancock Bank
Strategic Income Fund and Hancock Bank Growth and Income Fund, to
the Administration Agreement by and between Registrant and SEI Fund
Resources is filed herewith.

(i) Not Applicable.
(j) Not Applicable.
(k) Not Applicable.
(l) Not Applicable.
(m)(1) Registrant's Distribution Plan with respect to the Class B shares of
the Golden Oak Portfolios (except Golden Oak Growth and Income
Portfolio), originally filed with Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
with the Securities and Exchange Commission on October 14, 1992, is
incorporated herein by reference as exhibit 15(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
(m)(2) Registrant's Distribution Plan with respect to the Class B shares of
the OVB Portfolios, originally filed with Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and

<PAGE>

Exchange Commission on September 23, 1993, is incorporated herein by
reference as exhibit 15(b) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
(m)(3) Registrant's Distribution Plan with respect to the Class B Shares of
the Golden Oak Growth and Income Portfolio is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
(m)(4) Rule 18f-3 Multi-Class Plan, originally filed with Post-Effective
Amendment No. 12 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) with the Securities and Exchange Commission on
May 31, 1995, is incorporated herein by reference as exhibit 15(d)
to Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.

(n) Amended and restated Rule 18f-3 Multi-Class Plan and Certificates
of Class Designation filed herewith.

(o) Not Applicable.
(p)(1) SEI Investments Company Code of Ethics and Insider Trading Policy
dated January 2000 is filed herewith.
(p)(2) Systematic Financial Management, L.P., Code of Ethics dated January
1999 is filed herewith.
(p)(3) Citizens Bank Code of Ethics is filed herewith.
(p)(4) Wellington Management Company, LLP, Code of Ethics is filed
herewith.
(p)(5) Weiss, Peck & Greer, L.L.C., Code of Ethics is filed herewith.
(p)(6) One Valley Bank, N.A., Code of Ethics is filed herewith.
(p)(7) Hancock Bank and Trust Code of Ethics is filed herewith.
(p)(8) Nicholas-Applegate Capital Management, LP, Code of Ethics will be
filed by later amendment.

(q)(1) Powers of Attorney for John T. Cooney, William M. Doran, Frank E.
Morris, Mark E. Nagle, Robert A. Nesher, Robert A. Patterson, Eugene
B. Peters and James M. Storey are incorporated herein by reference
to Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A (File No. 33-050718), filed with the
Securities and Exchange Commission on December 30, 1998.

(q)(2) Power of Attorney for George J. Sullivan, Jr. is incorporated herein
by reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on May 28, 1999.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

See the Prospectuses and the Statement of Additional Information regarding
the Trust's control relationships. The Administrator is a subsidiary of SEI
Investments Company which also controls the distributor of the Registrant, SEI
Investments Distribution Co., and other corporations engaged in providing
various financial and record keeping services, primarily to bank trust
departments, pension plan sponsors, and investment managers.

ITEM 25. INDEMNIFICATION:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to trustees, directors, officers and controlling
persons of the Registrant by the Registrant pursuant to the Declaration of

<PAGE>

Trust or otherwise, the Registrant is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and, therefore, is unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by trustees, directors,
officers or controlling persons of the Registrant in connection with the
successful defense of any act, suit or proceeding) is asserted by such trustees,
directors, officers or controlling persons in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:

Other business, profession, vocation or employment of a substantial nature
in which each director or principal officer of the Adviser is or has been, at
any time during the last two fiscal years, engaged for his or her own account or
in the capacity of director, officer, employee, partner or trustee are as
follows:

CITIZENS BANK

Citizens Bank ("Citizens Bank"), is an Investment Adviser for the
Registrant's Golden Oak Funds. The principal address of Citizens Bank is One
Citizens Banking Plaza, Flint, Michigan 48502. Citizens Bank is an investment
adviser registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- -------------------------- ---------------------------------- -------------------------
<S> <C> <C>
Victor E. George Victor George Oldsmobile, Inc. Chairman
Chairman
Citizens Banking Corporatio Director
Charles R. Weeks Citizens Banking Corporation Chairman
James L. Wolohan Wolohan Lumber Co. Chairman, President & CEO
Edward P. Abbott Abbott's Meat, Inc. President & CEO
Director Citizens Banking Corporation Director
John W. Ennest Citizens Banking Corporation Vice Chairman, CFO and
Director Treasurer
George H. Kossaras Spring's Drug Store, Inc. President & CEO
Director Citizens Banking Corporation Director
Gerald Schreiber Royalite Co. Vice President
Director
William C. Shedd Winegarden, Shedd, Haley Attorney & Partner
Director Lindholm & Robertson
Citizens Banking Corporation Director
Joseph G. Shomsky Massachusetts Mutual Insurance Insurance Director
Company
James E. Truesdell The Austin Group President & Secretary
Director Citizens Banking Corporation Director
Robert J. Vitito Citizens Banking Corporation President, CEO
President & Chairman
of the Board

<PAGE>

<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- -------------------------- ---------------------------------- -------------------------
<S> <C> <C>
Kendall B. Williams The Williams Firm, Inc. Attorney at Law
Director
Citizens Banking Corporation Director
Ada C. Washington Community Volunteer; Director
Gary P. Drainville Citizens Banking Corporation Executive Vice President
Wayne G. Schaeffer Citizens Banking Corporation Executive Vice President
Senior Executive Vice
President; Chief Financial
Officer and Director; Chief
Operating Officer
Dana A. Czmer
Senior Vice President
and Trust Officer
Thomas W. Gallagher Citizens Banking Corporation Senior Vice President,
General Counsel, Secretary
Gary O. Clark Citizens Banking Corporation Executive Vice President
CEO, Director Citizens Bank Illinois, N.A. President
Edward P. Majask
Senior Vice President and Senior
Investment Officer
Richard J. Mitsdarfer Citizens Banking Corporation Senior Vice President &
Senior Vice President and General General Auditor
Auditor
Edward H. Newman Citizens Banking Corporation Vice President & Assistant
Senior Vice President, Cashier & Secretary
Secretary
Thomas C. Shafer
Senior Vice President
Lawrence G. Southwell
Senior Vice President
Richard T. Albee
Senior Vice President
Marilyn K. Allor
Senior Vice President
Daniel E. Bekemeier
Senior Vice President &
Controller
Dennis R. Johnston
Senior Vice President
Vicent V. Maysura
Senior Vice President
James M. VanTiflin
Director
Joseph F. Smith Citizens Bank--Sturgis
Community President & Director
Richard J. DeVries Citizens Bank--Ypsilanti
Community President & Director
Nicholas J. Cilfone Citizens Banking Corporation Senior Vice President
Hugo E. Braun, Jr. Braun Kendrick Finbeiner, P.L.C. Attorney at Law
Joseph P. Day Bauner Engineering & Sales, Inc. President
Richard J. Dolinski Dolinski Associates, Inc. President
James M. Franklin Worthington Steel Company Vice President & General Manager
Frank Kern, III Maxitrol Company President
Philip G. Miller Miller Tool & Die Co. President
Richard N. Robb Dentist
</TABLE>

8
<PAGE>

ONE VALLEY BANK, NATIONAL ASSOCIATION

One Valley Bank, National Association ("One Valley Bank"), is an Investment
Adviser for the Registrant's Funds. The principal address of One Valley Bank is
One Valley Square, Charleston, West Virginia 25301.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH NAME OF OTHER
INVESTMENT ADVISER COMPANY
- -------------------------- ---------------------------------- -------------------------
<S> <C> <C>
J. Holmes Morrison One Valley Bancorp President & Chief Executive
Chairman of the Board Officer
Phyllis H. Arnold One Valley Bancorp Director
Director, President & Chief One Valley Bancorp Executive Vice President
Executive Officer
Charles M. Avampato Clay Foundation, Inc. President
Director One Valley Bancorp Director
Robert F. Baronner One Valley Bancorp Chairman of the Board
Director of Directors
Herald R. Baughman
Senior Vice President
Gary L. Brown Parkerburg Region
Region President
James K. Brown Jackson & Kelly Attorney, Partner
Director One Valley Bancorp Director
Lloyd P. Calvert
Senior Vice President
John T. Chambers Ravenswood Land Co. and Mt. Alpha President
Director Development Co. Director
One Valley Bancorp
Nelle Ratrie Chilton Dickinson Fuel Co. Director
Director Terra Co., Inc. Director
Terra Care, Inc. Director
Terra Salis, Inc. Director
TerraSod, Inc. Director
One Valley Bancorp Director
Anthony N. Ciliberti
General Auditor
Bernice J. Deem
Senior Vice President
Ray Marshall Evans, Jr. Chesapeake Mining Co. & Hubbard President
Properties
Director Geary Securities Vice President
Jane Fleming
Senior Vice President
Brian Fox
Senior Vice President
Robert F. Goldsmith Cascades Coal Sales, Inc. President
Director Sentry Resource Associates, Inc. Executive Vice President
Phillip H. Goodwin CAMCARE President
Director Director
One Valley Bancorp
O. Nelson Jones Madison Coal & Supply Company President
Director Amherst Industries, Inc. Vice President
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH NAME OF OTHER
INVESTMENT ADVISER COMPANY
- -------------------------- ---------------------------------- -------------------------
<S> <C> <C>
William M. Kidd
Senior Vice President
Carl E. Little Vice Chairman (retired)
Director
David E. Lowe Intelos President
William A. Rice, Jr. Airgas Direct President
Director Industrial
Steven M. Rubin
Director
Edward H. Maier General Corporation President
Director One Valley Bancorp Director
Roger D. Mooney
Senior Vice President
John F. Mork President
Director
Harold E. Neely
Senior Vice President
Robert O. Orders, Sr. Orders Construction Company Chief Executive Officer
Director One Valley Bancorp Director
John L. D. Payne Payne-Gallatin Mining Co. President
Director One Valley Bancorp Director
Angus E. Peyton Brown & Peyton Attorney & Partner
Director One Valley Bancorp Director
Director
Brent D. Robinson One Valley Bancorp, President & CEO Senior Vice President
One Valley Bank of Boston
K. Richard C. Sinclair Jefferds Corporation President
Director
James C. Smith O.V. Smith & Sons of Big President
Director Chimney, Inc. Vice President
Michael W. Stajduhar
Senior Vice President
James R. Thomas II Chairman (retired)
Director
J. Randy Valentine
Senior Vice President
Dr. Edwin H. Welch University of Charleston President
Director One Valley Bank, N.A.
John Henry Wick III Dickinson Fuel Co., Inc. Vice President
Director
Thomas D. Wilkerson Northwestern Mutual Life Insurance Senior Agent
Director Company
James D. Williams
Director
James A. Winter
Senior Vice President
Jack B. Young
Senior Vice President
John F. Ziebold
Senior Vice President
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH NAME OF OTHER
INVESTMENT ADVISER COMPANY
- -------------------------- ---------------------------------- -------------------------
<S> <C> <C>
Robert K. Welty
Senior Vice President
John O'Donovan
Senior Vice President
John A. Derito
Senior Vice President
Michael H. Spangler
Senior Vice President
</TABLE>

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT

Nicholas-Applegate Capital Management ("Nicholas-Applegate"), is a
Sub-Adviser for the Registrant's Funds. The principal address of
Nicholas-Applegate is 600 West Broadway, 29th Floor, San Diego, California
92101. Nicholas-Applegate is an investment adviser registered under the Advisers
Act.

William H. Chenoweth -- --
Limited Partner of LP

Laura Stanley DeMarco -- --
Limited Partner of LP

Andrew B. Gallagher Nicholas-Applegate Capital Partner, Portfolio Manager,
Limited Partner of LP Management Institutional Equity Management

Richard E. Graf -- --
Limited Partner of LP

<PAGE>

Peter J. Johnson -- --
Limited Partner of LP

Jill B. Jordon Nicholas-Applegate Capital Head of Global Sales and Marketing
Limited Partner of LP Management

Nicholas-Applegate Securities Senior Vice President and Head of
Institutional Business

John J. Kane -- --
Limited Partner of LP

James E. Kellerman -- --
Limited Partner of LP

George C. Kenney -- --
Limited Partner of LP

Pedro V. Marcal -- --
Limited Partner of LP

James T. McComsey -- --
Limited Partner of LP

John J.P. McDonnell Nicholas-Applegate Capital COO
Limited Partner of LP Management

Edward B. Moore, Jr. -- --
Limited Partner of LP

Loretta J. Morris -- --
Limited Partner of LP

Arthur E. Nicholas Nicholas-Applegate Securites President, Chairman
Managing Partner
Nicholas-Applegate Capital Managment Managing Partner, President of
General Partner, CIO

John R. Pipkin -- --
Limited Partner of LP

Frederick S. Robertson Nicholas-Applegate Capital CIO/Fixed Income
Limited Partner of LP Management

<PAGE>

Catherine C. Somhegyi Nicholas-Applegate Capital CIO, Global Equity Management,
Limited Partner of LP Management Partner, and Portfolio Manager

Lawrence S. Speidell -- --
Limited Partner of LP

Todd L. Spillane -- --
Vice President, Director of
Compliance

James W. Szabo Nichoas-Applegate Capital General Partner of Global Holding
Limited Partner of LP Management Holdings LP and Nicholas-Applegate Capital
Management

Nicholas-Applegate Capital General Partner of General Partner
Management Holdings Inc.

Nicholas-Applegate Capital Limited Partner of LP
Management Inc.

Nicholas-Applegate Global -- --
Holding Co. LP
Limited Partner

Nicholas-Applegare Capital -- --
Management, Inc.
Limited Partner of Limited
Partner
</TABLE>

Systematic Financial Management, LP ("Systematic") is a Sub-Adviser for the
Registrant's Funds. The principal business address of it is 300 Frank W. Burr
Boulevard, Glenpoint East, Teaneck, New Jersey 07666. Systematic is an
investment adviser registered under the Adviser Act.

Daniel K. McCreesh
Managing Director

<PAGE>

Francis T. McGee
Senior Managing Director/COO
Frank McGee Associates President
Kenneth W. Burgess III
Director
</TABLE>

Wellington Management Company, LLP ("Wellington") is a Sub-Adviser for the
Registrant's Funds. The principal business address of it is 75 State Street,
Boston, Massachusetts 02109. Wellington is an investment adviser registered
under the Adviser Act.

NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- ---------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
Kenneth Lee Abrams
General Partner

Nicholas Charles Adams
General Partner

Rand Charles Alexander
General Partner

Deborah Louise Allison
General Partner

James Halsey Averill
General Partner

Karl E. Bandtel
General Partner

Marie-Claude Petit Bernal
General Partner

William Nicholas Booth
General Partner

Paul Braverman
General Partner

Robert A. Bruno
General Partner

Pamela Dippel
General Partner
<PAGE>

Robert Wren Doran Wellington Trust Company, NA Director & Chairman of the Board
General Partner and of the Executive Committee

Charles Townsend Freeman
General Partner

Laurie Allen Gabriel
General Partner

Frank Joseph Gilday, III
General Partner

John Herrick Gooch Wellington Management International Partner
General Partner
Wellington Trust Compnay, NA Director & Vice President

Nicholas Peter Greville Wllington Management International Partner
General Partner

Paul J. Hammel
General Partner

William Claude Sandifer Hicks
General Partner

Paul David Kaplan
General Partner

John Charles Keogh
General Partner

George Cabot Lodge, Jr.
General Partner

Nancy T. Lukitsh Wellington Trust Company, NA Director & Vice President
General Partner

Mark T. Lynch
General Partner

Christine Smith Manfredi
General Partner

Patrick John McCloskey
General Partner

Earl Edward McEvoy
General Partner

Duncan Mathieu McFarland Wellington Management International Partner
General Partner
Wellington Trust Company, NA Director & Vice Chairman
<PAGE>

Paul Mulford Mecray, III
General Partner

Matthew Edward Megargel
General Partner

James Nelson Mordy
General Partner

Diane Carol Nordin
General Partner

Stephen T. O'Brien
General Partner

Edward Paul Owens
General Partner

Saul Joseph Pannell
General Partner

Thomas Louis Pappas
General Partner

David Minter Parker
General Partner

Jonathan Martin Payson Wellington Trust Company, NA Director & President
General Partner

Stephen Michael Pazuk Wellington Management International Partner
General Partner

Robert Douglas Rands
General Partner

Eugene Edward Record, Jr.
General Partner

James Albert Rullo
General Partner

John Robert Ryan
General Partner

Joseph Harold Schwartz
General Partner

Theodore Shasta
General Partner

Binkley Calhoun Shorts
General Partner

Trond Skramstad
General Partner
<PAGE>

Catherine Anne Smith
General Partner

Stephen Albert Soderberg
General Partner

Brendan James Swords
General Partner

Harriett Tee Taggart
General Partner

Perry Marques Traquina
General Partner

Gene Roger Tremblay
General Partner

Mary Ann Tynan
General Partner

Clare Villari
General Partner

Ernst Hans von Metzsch
General Partner

James Leland Walters Wellington Trust Company, NA Director, Senior Trust Officer &
General Partner Trust Counsel

Kim Williams
General Partner

Francis Vincent Wisneski, Jr.
General Partner
</TABLE>

WEISS, PECK AND GREER ("WPG") is a Sub-Adviser for the Registrant's Funds.
The principal business address for WPG is One New York Plaza, New York, NY
10004. WPG is an investment adviser registered under the Advisers Act.

<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- ---------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
Stephen Henry Weiss WPG Fund & Tudor Fund Sr. E.V.P. and Chairman
Chairman of the Executive
Committee, Member Weiss, Peck & Greer Funds Trust Sr. E.V.P. and Chairman
Managing Board
WPG Growth Fund Sr. E.V.P. and Chairman

WPG International Fund Sr. E.V.P. and Chairman

Phillip Greer -- --
Senior Managing Principal,
Member Managing Board

Roger James Weiss WPG & Tudor Fund Chairman
Senior Managing Principal,
Member Managing Board Weiss, Peck & Greer Funds Trust Chairman

WPG Growth Fund
Chairman
WPG International Fund
Chairman

Mitchell E. Cantor -- --
Principal, Member
Managing Board

Gill Rudy Cogan -- --
Principal, Member
Managing Board

Ronald Monroe Hoffner -- --
Principal, Chief Financial
Officer

Cornelis T. L. Korthout -- --
Member, Executive
Committee
<PAGE>
Wesley Warren Lang, Jr. -- --
Principal

Haakan Sub L.P. -- --

Mulco Sub L.P. -- --

Richard S. Pollack -- --
Principal/General Counsel

Daeninck, Gery A.M.J. -- --
Member, Managing Board

Korteweg, Pieter -- --
Member, Managing Board

Jacob J. Van Duijin -- --
Member, Managing Board

Willem P.M. van der Schoot -- --
Member, Managing Board
</TABLE>

Hancock Bank and Trust ("Hancock Bank") is an Adviser for the
Registrant's Funds. The principal business address for Hancock Bank is One
Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi 39502. Hancock Bank is an
investment adviser registered under the Advisers Act,

A list of officers and directors of Hancock Bank will be filed by later
amendment.

To the Registrant's knowledge, none of the directors or officers of PIMC,
except as set forth in the filings referred to below, is, or has been at any
time during the Registrant's past two fiscal years, engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain directors and officers and certain executives of PIMC also hold
various positions with, and engage in business for, PNC Bank Corp., which
indirectly owns all the outstanding stock of PIMC, or other subsidiaries of PNC
Bank Corp. Set forth in the filings referred to below are the names and
principal businesses of the directors and certain executives of PIMC who are
engaged in any other business, profession, vocation or employment of a
substantial nature.

<PAGE>

The information required by this Item 26 with respect to each director,
officer and partner of PIMC is incorporated by reference to Schedules A and D of
Form ADV, filed by PNC Institutional Management Corporation pursuant to the
Investment Advisers Act of 1940 (SEC File No. 801-13304).

ITEM 27. PRINCIPAL UNDERWRITERS:

(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently distributing the
securities of the Registrant also acts as a principal underwriter, distributor
or investment adviser.

Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc November 1, 1992
First American Investment Funds, Inc November 1, 1992
Boston 1784 Funds(R) June 1, 1993
The PBHG Funds, Inc July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Funds, Inc April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc June 29, 1998

<PAGE>

The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
Armada Advantage Fund May 1, 1999
Amerindo Funds, Inc. July 1, 1999
Huntington VA Fund October 15, 1999
Friends Ivory Funds December 16, 1999

The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These services
include portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect
to each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Henry H. Greer Director --
Carmen V. Romeo Director --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel Vice President
Assistant Secretary
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Gordon W. Carpenter Vice President --
Timothy D. Barto Vice President & Assistant Secretary Vice President,
Assistant Secretary
Todd Cipperman Vice President & General Counsel Vice President,
Assistant Secretary
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --

<PAGE>

<CAPTION>
<S> <C> <C>
James Foggo Vice President & Assistant Secretary Vice President,
Assistant Secretary
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary Vice President,
Assistant Secretary
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President --
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President Controller &Chief
Financial Officer
Joanne Nelson Vice President --
Joseph M. O'Donnell Vice President & Assistant Secretary Vice President,
Assistant Secretary
Sandra K. Orlow Vice President & Assistant Secretary Vice President,
Assistant Secretary
Cynthia M. Parrish Vice President & Assistant Secretary --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
Lydia J. Streigel Vice President & Assistant Secretary Vice President,
Assistant Secretary
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records are maintained at
the offices of Registrant's Custodians:

First Union National Bank
123 Broad Street
Philadelphia, PA 19109

<PAGE>

HANCOCK BANK FUNDS
Hancock Bank and Trust
One Hancock Plaza
P.O. Box 4019
Gulfport, MS 39502

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D);
(4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and
records are maintained at the offices of Registrant's Administrator:

SEI Investment Mutual Funds Services
Oaks, PA 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Advisers:

GOLDEN OAK PORTFOLIOS
Citizens Bank
One Citizens Banking Plaza
Flint, MI 48502

Wellington Management Company, LLP
75 State Street
Boston, MA 02109

Systematic Financial Management, L.P.
300 Frank W. Burr Blvd.
Glenpointe East, 7th Floor
Teaneck, NJ 07666

Nicholas-Applegate Capital Management LP
600 West Broadway
29th Floor
San Diego, CA 92101

OVB PORTFOLIOS
One Valley Bank, National Association
One Valley Square
Charleston, WV 25301

Wellington Management Company, LLP
75 State Street
Boston, MA 02109

HANCOCK BANK FUNDS
Hancock Bank
One Hancock Plaza

<PAGE>

P.O. Box 4019
Gulfport, MS 39502

Weiss, Peck & Greer, LLC
One New York Plaza
New York, NY 10004

ITEM 29. MANAGEMENT SERVICES:

None.

ITEM 30. UNDERTAKINGS:

None.

<PAGE>

NOTICE

A copy of the Agreement and Declaration of Trust for The Arbor Fund is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this Registration Statement has been executed on behalf of
the Trust by an officer of the Trust as an officer and by its Trustees as
trustees and not individually and the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
Shareholders individually but are binding only upon the assets and property of
the Trust.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
has duly caused Post-Effective Amendment No. 27 to be Registration Statement
No. 33-50718 signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 16th day
of March, 2000.

THE ARBOR FUND

By: /s/ MARK E. NAGLE
-----------------
Mark E. Nagle, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity and on the dates indicated.

* Trustee March 16, 2000
- -------------------------------
John T. Cooney

* Trustee March 16, 2000
- -------------------------------
William M. Doran

* Trustee March 16, 2000
- -------------------------------
Robert A. Nesher

* Trustee March 16, 2000
- -------------------------------
Robert A. Patterson

* Trustee March 16, 2000
- -------------------------------
Eugene B. Peters

* Trustee March 16, 2000
- -------------------------------
James M. Storey

<PAGE>

* Trustee March 16, 2000
- -------------------------------
George J. Sullivan

/s/ Mark E. Nagle President, Controller & March 16, 2000
- ------------------------------- Chief Financial Officer
Mark E. Nagle

*By: /s/ MARK E. NAGLE
-----------------
Mark E. Nagle
Attorney-in-fact

<PAGE>

EXHIBIT INDEX

EXHIBIT

EX-99.A Registrant's Agreement and Declaration of Trust, originally filed
with the Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on
August 11, 1992, is incorporated herein by reference as exhibit 1 to
Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.
EX-99.B Registrant's By-Laws are incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
EX-99.C Not Applicable.
EX-99.D1 Investment Advisory Agreement between the Registrant and Citizens
Commercial and Savings Bank with respect to the Golden Oak
Diversified Growth Portfolio, the Golden Oak Intermediate-Term
Income Portfolio, Golden Oak Michigan Tax Free Bond Portfolio and
Golden Oak Prime Obligation Money Market Portfolio, originally filed
as exhibit 5(b) with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on January 13, 1993, is
incorporated herein by reference as exhibit 5(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
EX-99.D2 Investment Sub-Advisory Agreement by and among Registrant, Citizens
Commercial and Savings Bank and Wellington Management Company, LLP
with respect to the Golden Oak Prime Obligation Money Market
Portfolio, originally filed as exhibit 5(c), is incorporated herein
by reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on January 13, 1993.
EX-99.D3 Investment Advisory Agreement between the Registrant and One Valley
Bank, National Association with respect to the OVB Portfolios,
originally filed as exhibit 5(h) with Post-Effective Amendment No. 6
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on
September 23, 1993, is incorporated herein by reference as
exhibit 5(d) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
EX-99.D4 Investment Sub-Advisory Agreement by and among the Registrant, One
Valley Bank, National Association, and Wellington Management
Company, LLP with respect to the OVB Prime Obligations Portfolio
originally filed as exhibit 5(i) with Post-Effective Amendment No. 6
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on
September 23, 1993, is incorporated herein by reference as
exhibit 5(e) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.

<PAGE>

EX-99.D5 Investment Advisory Agreement between the Registrant and Capitoline
Investment Services, Incorporated with respect to the U.S.
Government Securities Money Fund, originally filed as exhibit 5(j)
with Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on June 2, 1994, is incorporated herein by
reference as exhibit 5(f) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
EX-99.D6 Schedule B to Investment Advisory Agreement between the Registrant
and Citizens Commercial & Savings Bank with respect to Golden Oak
Growth and Income Portfolio, originally filed as exhibit 5(l) with
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the Securities
and Exchange Commission on September 30, 1994 is incorporated herein
by reference as exhibit 5(g) to Post-Effective Amendment No. 18
filed with the Securities and Exchange Commission on May 30, 1997.
EX-99.D7 Schedule to the Investment Advisory Agreement between Registrant and
Capitoline Investment Services Incorporated with respect to the
Prime Obligations Fund, originally filed as exhibit 5(q) with
Post-Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on August 11, 1995, is incorporated herein by
reference as exhibit 5(h) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
EX-99.D8 Investment Sub-Advisory Agreement by and among the Registrant and
Citizens Bank and Nicholas-Applegate Capital Management with respect
to the Golden Oak Diversified Growth Portfolio, originally filed as
exhibit 5(u), is incorporated herein by reference to Post-Effective
Amendment No. 14 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on March 29, 1996.
EX-99.D9 Investment Advisory Agreement between the Registrant and One Valley
Bank, National Association with respect to the OVB Equity Income
Portfolio, is incorporated herein by reference to Post-Effective
Amendment No. 16 to the Registrant's Registration Statement on
Form N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on February 28, 1997.
EX-99.D10 Investment Sub-Advisory Agreement by and among the Registrant,
Citizens Bank and Systematic Financial Management, L.P. with respect
to the Golden Oak Value Portfolio is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
EX-99.D11 Amendment to Investment Sub-Advisory Agreement between Citizens Bank
and Nicholas-Applegate Capital Management is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
EX-99.D12 Schedule A to the Investment Advisory Agreement between Registrant
and Citizens Bank is incorporated herein by reference to
Post-Effective Amendment No. 23 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on April 1, 1999.

<PAGE>

EX-99.D13 Amendment to the Investment Sub-Advisory Agreement by and between
Citizens Bank and Systematic Financial Management, L.P. is
incorporated herein by reference to Post-Effective Amendment No. 23
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718), filed with the Securities and Exchange Commission on
April 1, 1999.
EX-99.D14 Amended Schedule A dated February 22, 1999 to the Investment
Advisory Agreement between Registrant and Citizens Bank is
incorporated herein by reference to Post-Effective Amendment No. 23
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718), filed with the Securities and Exchange Commission on
April 1, 1999.
EX-99.D15 Amendment No. 2 dated February 22, 1999 to the Investment
Sub-Advisory Agreement between Citizens Bank and Nicholas-Applegate
Capital Management is incorporated herein by reference as
Exhibit d(15) to Post-Effective Amendment No. 24 filed with the
Securities and Exchange Commission on May 28, 1999.

EX-99.D16 Form of Investment Advisory Agreement between the Registrant and
Hancock Bank and Trust with respect to the Hancock Bank Treasury
Securities Money Market Fund, Hancock Bank Tax Exempt Money Market
Fund, Hancock Bank Growth and Income Fund and Hancock Bank Strategic
Income Fund, is filed herewith.

EX-99.D17 Form of Investment Sub-Advisory Agreement between and among
Registrant, Hancock Bank and Trust and Weiss, Peck & Greer L.L.C.
with respect to the Hancock Bank Tax Exempt Money Market Fund is
filed herewith.

EX-99.E1 Distribution Agreement between Registrant and SEI Financial Services
Company, originally filed with Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
with the Securities and Exchange Commission on October 14, 1992, is
incorporated herein by reference as exhibit 6(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
EX-99.E2 Transfer Agent Agreement between Registrant and SEI Financial
Management Corporation is incorporated herein by reference to
Pre-Effective Amendment No. 2 to Registrant's Registration Statement
on Form N-1A (File No. 33-50718) filed with the Securities and
Exchange Commission on January 13, 1993.
EX-99.E3 Transfer Agent Agreement between Registrant and Crestar Bank is
incorporated herein by reference to Post-Effective Amendment No. 12
to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on
May 31, 1995.
EX-99.E4 Transfer Agent Agreement between Registrant and Supervised Service
Company is incorporated herein by reference to Post-Effective
Amendment No. 12 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on May 31, 1995.

<PAGE>

EX-99.E5 Amendment to Transfer Agreement between Registrant and Crestar Bank
dated August 1, 1994 is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
EX-99.E6 Amended and Restated Schedule A, relating to The Golden Oak Family
of Funds, to the Distribution Plan is incorporated herein by
reference to Post-Effective Amendment No. 23 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on April 1, 1999.
EX-99.E7 Form of Transfer Agency and Service Agreement between Registrant and
Hancock Bank and Trust is filed herewith.

EX-99.F Not Applicable.
EX-99.G1 Custodian Agreement between Registrant and CoreStates Bank N.A.,
originally filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on October 14, 1992, is
incorporated herein by reference as exhibit 8(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
EX-99.G2 Custodian Agreement between Registrant and Crestar Bank, originally
filed with Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on June 2, 1994, is
incorporated herein by reference as exhibit 8(b) to Post-Effective
Amendment No. 18 filed with the Securities and Exchange Commission
on May 30, 1997.
EX-99.G3 Amendment to Custodian Agreement between Registrant and Crestar Bank
dated August 1, 1994 is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
EX-99.G4 Form of Custody Agreement between Registrant and Hancock Bank and
Trust is filed herewith.

<PAGE>

EX-99.H1 Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated January 28, 1993 for the
Golden Oak Portfolios and forms of Schedule for the California Tax
Exempt Portfolio and Institutional Tax Free Portfolio, originally
filed as exhibit 5(a), is incorporated herein by reference to
Post-Effective Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the Securities
and Exchange Commission on July 29, 1993.
EX-99.H2 Schedule, relating to the OVB Prime Obligations, OVB Capital
Appreciation, OVB Emerging Growth, OVB Government Securities and OVB
West Virginia Tax-Exempt Income Portfolios (the OVB Portfolios), to
Administration Agreement by and between the Registrant and SEI
Financial Management Corporation dated as of January 28, 1993 is
incorporated herein by reference to Post-Effective Amendment No. 20
to Registrant's Registration Statement on Form N-1A (File
No. 33-50718), filed with the Securities and Exchange Commission on
March 30, 1998.
EX-99.H3 Schedule relating to U.S. Government Securities Money Fund,to
Administration Agreement by and between Registrant and SEI Financial
Management Corporation is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on March 30, 1998.
EX-99.H4 Schedule dated May 19, 1997, relating to The Golden Oak Portfolios,
to Administration Agreement by and between Registrant and SEI Fund
Resources is incorporated herein by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718), filed with the Securities and Exchange
Commission on March 30, 1998.
EX-99.H5 Administration Agreement between Registrant and SEI Financial
Corporation with Schedule dated January 28, 1993 as amended and
restated on May 17, 1994 for Golden Oak Portfolios, the Prudential
Portfolios and the OVB Portfolios originally filed as exhibit 5(o)
with Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on May 31, 1995 is incorporated herein by
reference as exhibit 9(e) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
EX-99.H6 Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated August 1, 1994 originally
filed as exhibit 5(p) with Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
with the Securities and Exchange Commission on May 31, 1995 is
incorporated herein by reference as exhibit 9(f) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
EX-99.H7 Schedule relating to the Prime Obligations Fund, to Administration
Agreement by and between Registrant and SEI Financial Management
Corporation originally filed as exhibit 5(p) with Post-Effective
Amendment No. 13 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) with the Securities and

<PAGE>

Exchange Commission on August 11, 1995 is incorporated herein by
reference as exhibit 9(g) to Post-Effective Amendment No. 17 filed
with the Securities and Exchange Commission on April 2, 1997.
EX-99.H8 Consent to Assignment and Assumption of Administration Agreement
between the Registrant and SEI Financial Management Corporation,
dated January 28, 1993, to SEI Fund Resources is incorporated herein
by reference as exhibit 9(h) to Post-Effective Amendment No. 17
filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.H9 Consent to Assignment and Assumption of Administration Agreement
between the Registrant and SEI Financial Management Corporation,
dated June 1, 1996, to SEI Fund Resources is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
EX-99.H10 Schedule dated November 23, 1998 to the Administration Agreement,
relating to the OVB Family of Funds, between the Registrant and SEI
Financial Management Corporation is incorporated herein by reference
to Post-Effective Amendment No. 23 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on April 1, 1999.
EX-99.H11 Schedule dated February 22, 1999 to the Administration Agreement,
relating to The Golden Oak Family of Funds, between the Registrant
and SEI Fund Resources is incorporated herein by reference to
Post-Effective Amendment No. 23 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the
Securities and Exchange Commission on April 1, 1999.
EX-99.H12 Schedule relating to the Hancock Bank Treasury Securities Money
Market Fund, Hancock Bank Tax Exempt Money Market Fund, Hancock Bank
Strategic Income Fund and Hancock Bank Growth and Income Fund, to
the Administration Agreement by and between Registrant and SEI Fund
Resources is filed herewith.

EX-99.I Not Applicable
EX-99.J Not Applicable.
EX-99.K Not Applicable.
EX-99.L Not Applicable.
EX-99.M1 Registrant's Distribution Plan with respect to the Class B shares of
the Golden Oak Portfolios (except Golden Oak Growth and Income
Portfolio) originally filed with Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
with the Securities and Exchange Commission on October 14, 1992 is
incorporated herein by reference as exhibit 15(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
EX-99.M2 Registrant's Distribution Plan with respect to the Class B shares of
the OVB Portfolios originally filed with Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on
September 23, 1993 incorporated herein by reference

<PAGE>

as exhibit 15(b) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
EX-99.M3 Registrant's Distribution Plan with respect to the Class B Shares of
the Golden Oak Growth and Income Portfolio is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
EX-99.M4 Rule 18f-3 Multi-Class Plan originally filed with Post-Effective
Amendment No. 12 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) with the Securities and Exchange Commission on
May 31, 1995 is incorporated herein by reference as exhibit 15(d) to
Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.

EX-99.N Amended and restated Rule 18f-3 Multi-Class Plan and Certificates
of Class Designation filed herewith.

EX-99.O Not Applicable.
EX-99.P1 SEI Investments Company Code of Ethics and Insider Trading Policy
dated January 2000 is filed herewith.
EX-99.P2 Systematic Financial Management, L.P., Code of Ethics dated January
1999 is filed herewith. EX-99.P3 Citizens Bank Code of Ethics is
filed herewith.
EX-99.P4 Wellington Management Company, LLP, Code of Ethics is filed
herewith.
EX-99.P5 Weiss, Peck & Greer, L.L.C., Code of Ethics is filed herewith.
EX-99.P6 One Valley Bank, N.A., Code of Ethics is filed herewith. EX-99.P7
Hancock Bank and Trust Code of Ethics is filed herewith.
EX-99.P8 Nicholas-Applegate Capital Management, LP, Code of Ethics will be
filed by later amendment.

EX-99.Q1 Powers of Attorney for John T. Cooney, William M. Doran, Frank E.
Morris, Mark E. Nagle, Robert A. Nesher, Robert A. Patterson, Eugene
B. Peters, and James M. Storey are incorporated herein by reference
to Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A (File No. 33-050718), filed with the
Securities and Exchange Commission on December 30, 1998.

EX-99.Q2 Power of Attorney for George J. Sullivan, Jr. is incorporated herein
by reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on May 28, 1999.

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this ___ day of ______________, 200__, by and between The
Arbor Fund, a Massachusetts business trust (the "Trust"), and Hancock Bank (the
"Adviser").

WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended, (the
"1940 Act") consisting of several series of shares, each having its own
investment policies; and

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Hancock Bank Family of Funds and such
other portfolios as the Trust and the Adviser may agree upon (the "Portfolios"),
and the Adviser is willing to render such services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

1. Duties of the Adviser. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Administrator and to the Trust's
Officers and Trustees concerning the Adviser's discharge of the
foregoing responsibilities.

The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish,
and in compliance with the objectives, policies, and limitations for
each such Portfolio set forth in the Portfolio's prospectus and
statement of additional information as amended from time to time, and
applicable laws and regulations.

The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel required by it to perform the services on
the terms and for the compensation provided herein.

2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described from time to
time in the Portfolios' Prospectuses and Statement of Additional
Information. The Adviser will promptly communicate to the
Administrator and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may reasonably
request.

<PAGE>

It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, by reason of its having directed a securities transaction
on behalf of the Trust to a broker-dealer in compliance with the
provisions of Section 28(e) of the Securities Exchange Act of 1934 or
as described from time to time by the Portfolios' Prospectuses and
Statement of Additional Information.

3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets. The fee shall be based on the average daily net assets for
the month involved.

All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.

4. Other Expenses. The Adviser shall pay all expenses of printing and
mailing reports, prospectuses, statements of additional information,
and sales literature relating to the solicitation of prospective
clients. The Trust shall pay all expenses relating to mailing to
existing shareholders prospectuses, statements of additional
information, proxy solicitation material and shareholder reports.

5. Excess Expenses. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed the
expense limitations imposed on investment companies by any applicable
statute or regulatory authority of any jurisdiction in which shares of
a Portfolio are qualified for offer and sale, the Adviser shall bear
such excess cost.

However, the Adviser will not bear expenses of any Portfolio which
would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 5 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be insufficient to
offset such expenses, by reimbursing the Trust.

6. Reports. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.

<PAGE>

7. Status of the Adviser. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust.

8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.

9. Limitation of Liability of the Adviser. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a
loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law or Federal
securities law which cannot be waived or modified hereby. (As used in
this Paragraph 9, the term "Adviser" shall include directors,
officers, employees and other corporate agents of the Adviser as well
as that corporation itself).

10. Permissible Interests. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) is or may be interested
in the Trust as a shareholder or otherwise. In addition, brokerage
transactions for the Trust may be effected through affiliates of the
Adviser if approved by the Board of Trustees, subject to the rules and
regulations of the Securities and Exchange Commission.

11. License of the Adviser's Name. The Adviser hereby agrees to grant a
license to the Trust for use of its name in the names of the
Portfolios for the term of this Agreement and such license shall
terminate upon termination of this Agreement.

12. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on

<PAGE>

such approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each Portfolio;
provided, however, that if the shareholders of any Portfolio fail to
approve the Agreement as provided herein, the Adviser may continue to
serve hereunder in the manner and to the extent permitted by the 1940
Act and rules and regulations thereunder. The foregoing requirement
that continuance of this Agreement be "specifically approved at least
annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.

This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed postpaid, to
the other party at any office of such party.

As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder; subject to such
exemptions as may be granted by the Securities and Exchange Commission
under said Act.

14. Change in the Adviser's Membership. The Adviser agrees that it shall
notify the Trust of any change in the membership of the Adviser within
a reasonable time after such change.

15. Notice. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at One Freedom Valley Road,
Oaks, PA 19456 and if to the Adviser, at One Hancock Plaza, P.O. Box
4019, Gulfport, MS 39502

16. Severability. 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.

17. Governing Law. This Agreement shall be governed by the internal laws
of the Commonwealth of Massachusetts, without regard to conflict of
law principles; provided, however, that nothing herein shall be
construed as being inconsistent with the 1940 Act.

<PAGE>

A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually but binding only upon the assets and property of the
Trust.

No portfolio of the Trust shall be liable for the obligations of any other
portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of the Portfolios for payment of fees for
services rendered to the Portfolios.

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

THE ARBOR FUND

By: _________________________________

Attest: ______________________________

HANCOCK BANK

By: _________________________________

Attest: ______________________________

<PAGE>

SCHEDULE
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE ARBOR FUND
AND
HANCOCK BANK

Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:

Portfolio Fee

<S> <C>
Taxable Money Market Fund 0.40%
Tax Exempt Money Market Fund 0.50%
Total Return Bond Fund 0.60%
Equity Fund 0.80%

</TABLE>

<PAGE>

THE ARBOR FUND
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
HANCOCK BANK FAMILY OF FUNDS

AGREEMENT executed as of __________, 2000 by and between Hancock Bank,
a Mississippi bank (the "Adviser") and Weiss, Peck and Greer, L.L.C., a Delaware
limited liability company and registered investment adviser (the "Sub-Adviser").

WHEREAS, the Adviser is the investment adviser for The Hancock Bank
Family of Funds, each a series of The Arbor Fund, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") (the "Trust"); and

WHEREAS, the Adviser desires to retain the Sub-Adviser as its agent to
furnish investment advisory services for the Hancock Tax Exempt Money Market
Fund, an investment portfolio of the Trust (the "Fund").

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1. Appointment. The Adviser hereby appoints the Sub-Adviser to provide
certain sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.

2. Delivery of Documents. The Adviser has furnished the Sub-Adviser
with copies properly certified or authenticated of each of the following:

(a) The Trust's Agreement and Declaration of Trust, as filed
with the Secretary of State of the Commonwealth of Massachusetts on
July 24, 1992, and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to time
be amended or restated, is herein called the "Declaration of Trust");

(b) The Trust's By-Laws and amendments thereto;

(c) Resolutions of the Trust's Board of Trustees authorizing
the appointment of the Sub-Adviser and approving this Agreement;

(d) The Trust's Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and Exchange Commission
(the "SEC") and all amendments thereto;

(e) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File No. 33-50718)
and under the 1940 Act as filed

<PAGE>

with the SEC and all amendments thereto insofar as such Registration
Statement and such amendments relate to the Fund; and

(f) The Trust's most recent prospectus and Statement of
Additional Information for the Fund (such prospectus and Statement of
Additional Information, as presently in effect, and all amendments and
supplements thereto are herein collectively called the "Prospectus").

The Adviser will furnish the Sub-Adviser from time to time
with copies of all amendments of or supplements to the foregoing.

3. Management. Subject always to the supervision of the Trust's
Board of Trustees and the Adviser, the Sub-Adviser will furnish an investment
program in respect of, and make investment decisions for, all assets of the Fund
and place all orders for the purchase and sale of securities, all on behalf of
the Fund. In the performance of its duties, the Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth in Section 8, below), and will
monitor the Fund's investments, and will comply with the provisions of the
Trust's Declaration of Trust and By-Laws, as amended from time to time, and the
stated investment objectives, policies and restrictions of the Fund. The
Sub-Adviser and the Adviser will each make its officers and employees available
to the other from time to time at reasonable times to review investment policies
of the Fund and to consult with each other regarding the investment affairs of
the Fund. The Sub-Adviser shall also make itself reasonably available to the
Board of Trustees at such times as the Board of Trustees shall request.

The Sub-Adviser represents and warrants that it is in compliance
with all applicable rules and regulations of the SEC pertaining to its
investment advisory activities and agrees that it:

(a) will use the same skill and care in providing such
services as it uses in providing services to fiduciary accounts for
which it has investment responsibilities;

(b) will conform with all applicable rules and regulations of
the SEC pertaining to its investment advisory activities;

(c) will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with any
broker or dealer. In placing orders with brokers or dealers, the
Sub-Adviser will attempt to obtain the best combination of prompt
execution of orders in an effective manner and at the most favorable
price. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the
Sub-Adviser may, in its discretion, purchase and sell portfolio
securities to and from brokers and dealers who provide the Sub-Adviser
with research advice and other services. In no instance will portfolio
securities be purchased from or sold to the Adviser, the Sub-Adviser,
SEI Investments Distribution Co. or any affiliated person of either the
Trust, the Adviser, SEI Investments Distribution Co. or the
Sub-Adviser, except as may be permitted under the 1940 Act;

<PAGE>

(d) will report regularly to the Adviser and will make
appropriate persons available for the purpose of reviewing at
reasonable times with representatives of the Adviser and the Board of
Trustees the management of the Fund, including, without limitation,
review of the general investment strategy of the Fund, the performance
of the Fund in relation to standard industry indices, interest rate
considerations and general conditions affecting the marketplace and
will provide various other reports from time to time as reasonably
requested by the Adviser;

(e) will maintain books and records with respect to the
Trust's securities transactions and will furnish the Adviser and the
Trust's Board of Trustees such periodic and special reports as the
Board of Trustees or the Adviser may request;

(f) will act upon instructions from the Adviser not
inconsistent with the fiduciary duties hereunder; and

(g) will treat confidentially and as proprietary information
of the Trust all such records and other information relative to the
Trust maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the Sub-Adviser may
be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.

The Sub-Adviser shall have the right to execute and deliver, or cause
its nominee to execute and deliver, all proxies and notices of meetings and
other notices affecting or relating to the securities of the Fund.

4. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Fund, on behalf of the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.

5. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement.

6. Compensation. For the services to be provided by the Sub-Adviser
pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee
paid out of the advisory fee, at an annual rate of .085% on the first $50
million of the of the Fund's average daily net assets; .075% on the next $50
million to $150 million of the of the Fund's average daily net assets, .05% on
the next $150 to $500 million of the Fund's average daily net assets, .04% for
the next $500 million to $1 billion of the Fund's average daily net assets, and
.03% of the Fund's average daily net

<PAGE>

assets over $1 billion. The minimum fee is $25,000. This fee will be computed
daily and paid to the Sub-Adviser monthly.

7. Services to Others. The Adviser understands, and has advised the
Trust's Board of Trustees, that the Sub-Adviser now acts, and may in the future
act, as an investment adviser to fiduciary and other managed accounts, and as
investment adviser, sub-investment adviser, and/or administrator to other
investment companies. The Adviser has no objection to the Sub-Adviser's acting
in such capacities, provided that whenever the Fund and one or more other
investment companies advised by the Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed by the Sub-Adviser to be equitable to each
company. The Adviser recognizes, and has advised the Trust's Board of Trustees,
that in some cases this procedure may adversely affect the size of the position
that the Fund may obtain in a particular security. In addition, the Adviser
understands, and has advised the Trust's Board of Trustees, that the persons
employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement will be deemed to limit or restrict the right of the
Sub-Adviser or any of its affiliates to engage in and devote time and attention
to other businesses or to render services of whatever kind or nature.

8. Standard of Care. Each of the Adviser and Sub-Adviser shall
discharge its duties under this Agreement with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The parties recognize that
the opinions, recommendations and actions of Sub-Adviser will be based on advice
and information deemed to be reliable but not guaranteed by or to Sub-Adviser.
The federal securities laws impose liabilities under certain circumstances on
persons who act in good faith, and therefore nothing herein shall in any way
constitute a waiver or limitation of any rights which the Adviser may have
against Sub-Adviser under any federal securities laws based on negligence and
which cannot be modified in advance by contract.

9. Indemnification. Each of the Adviser and Sub-Advisor agrees to
indemnify each other against any claim, loss or liability (including reasonable
attorney's fees) arising as a result of the failure to meet the standard of care
set forth in the first sentence of Paragraph 8 hereof.

10. Duration and Termination. This Agreement will become effective as
of the date hereof provided that it has been approved by vote of a majority of
the outstanding voting securities of the Fund in accordance with the
requirements under the 1940 Act, and, unless sooner terminated as provided
herein, will continue in effect for two years.

Thereafter, if not terminated, this Agreement will continue in
effect for the Fund for successive periods of 12 months, each ending on the day
preceding the anniversary of the Agreement's effective date of each year,
provided that such continuation is specifically approved at least annually (a)
by the vote of a majority of those members of the Trust's Board of Trustees who
are not interested persons of the Trust, the Sub-Adviser, or the Adviser, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the vote of a majority of the Trust's Board of Trustees or by the vote of
a majority of all votes attributable to the

<PAGE>

outstanding shares of the Fund. Notwithstanding the foregoing, this Agreement
may be terminated as to the Fund at any time, without the payment of any
penalty, on sixty (60) days' written notice by the Adviser or by the
Sub-Adviser. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" have the same meaning
of such terms in the 1940 Act.)

This Agreement will terminate automatically if the investment
advisory agreement between the Trust and the Adviser is terminated.

11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

12. Multiple Originals. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same document.

13. Custody. All securities and other assets of the Fund shall be
maintained with a custodian designated by the Adviser. The Sub-Adviser shall
have no responsibility or liability with respect to any custodial function.

14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and will be governed by the laws of the state of Mississippi.
The Sub-Adviser shall notify the Adviser of any changes in its partners within a
reasonable time.

The names "The Arbor Fund" and "Trustees of The Arbor Fund" refer
respectively to the Trust created by, and the Trustees, as trustees but not
individually or personally, acting from time to time under, the Declaration of
Trust, to which reference is hereby made and a copy of which is on file at the
office of the Secretary of State of the Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of "The Arbor Fund" entered in the name or on
behalf thereof by any of the Trustees, representatives or agents are made not
individually but only in such capacities and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Trust. Persons dealing with the Fund must look solely to the
assets of the Trust belonging to the Fund for the enforcement of any claims
against the Trust.

<PAGE>

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

HANCOCK BANK

By:________________________________

Name:

Title:

WEISS, PECK & GREER, L.L.C.

By:

Name:

Title:

<PAGE>

TRANSFER AGENCY AND SERVICE AGREEMENT

between

THE ARBOR FUND

and

HANCOCK BANK AND TRUST

<PAGE>

TABLE OF CONTENTS

PAGE

1. TERMS OF APPOINTMENT; DUTIES OF THE BANK....................................1
2. FEES AND EXPENSES...........................................................3
3. REPRESENTATIONS AND WARRANTIES OF THE BANK..................................4
4. REPRESENTATIONS AND WARRANTIES OF THE FUND..................................4
5. DATA ACCESS AND PROPRIETARY INFORMATION.....................................5
6. INDEMNIFICATION.............................................................6
7. STANDARD OF CARE............................................................8
8. COVENANTS OF THE FUND AND THE BANK..........................................8
9. TERMINATION OF AGREEMENT....................................................9
10. ADDITIONAL FUNDS...........................................................9
11. ASSIGNMENT.................................................................9
12. AMENDMENT..................................................................9
13. MISSISSIPPI LAW TO APPLY...................................................9
14. FORCE MAJEURE.............................................................10
15. CONSEQUENTIAL DAMAGES.....................................................10
16. MERGER OF AGREEMENT.......................................................10
17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.................10
18. COUNTERPARTS..............................................................10

3
<PAGE>

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the ___ day of ______, 2000, by and between The Arbor
Fund, a Massachusetts business trust, having its principal office and place
of business at [One Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi, 39502],
and HANCOCK BANK, a state chartered bank having its principal office and place
of business at [One Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi, 39502],
(the "Bank").

WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and

WHEREAS, the Fund intends to initially offer shares in four series, the Taxable
Money Market Fund, Tax Exempt Money Market Fund, Total Return Bond Fund, and
Equity Fund (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Article 10, being herein referred to as a "Portfolio", and collectively as the
"Portfolios");

WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its
transfer agent, dividend disbursing agent, and agent in connection with certain
other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

1. TERMS OF APPOINTMENT; DUTIES OF THE BANK

1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the Portfolios, hereby employs and appoints the Bank
to act as, and the Bank agrees to act as its transfer agent for the
Fund's authorized and issued shares of its common stock, $[ ] par
value, ("Shares"), dividend disbursing agent, and agent in connection
with any accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("Prospectus") of the Fund on
behalf of the applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program.

1.2 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the
Portfolios, as applicable and the Bank, the Bank shall:

(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian

<PAGE>

of the Fund authorized pursuant to the declaration of
trust of the Fund (the "Custodian");

(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;

(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;

(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions
directly with broker-dealers authorized by the Fund
who shall thereby be deemed to be acting on behalf of
the Fund;

(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;

(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;

(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the
applicable Portfolio;

(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory
to the Bank and protecting the Bank and the Fund, and
the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;

(ix) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and

(x) Record the issuance of shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of shares of the Fund which are
authorized, based upon data provided to it by the
Fund, and issued and outstanding. The Bank shall also
provide the Fund on a regular basis with the total
number of shares which are authorized and issued and
outstanding and shall have no obligation, when
recording the issuance of shares, to monitor the
issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of
the Fund.

2
<PAGE>

(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall:
(i) perform the customary services of a transfer agent,
dividend disbursing agent, and, as relevant, agent in
connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or
periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, mailing Shareholder reports
and Prospectuses to current Shareholders, withholding taxes on
U.S. resident and non-resident alien accounts, preparing and
filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information
and (ii) provide a system which will enable the Fund to
monitor the total number of Shares sold in each State.

(c) In addition, the Fund shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity
for each State. The responsibility of the Bank for the Fund's
blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky
compliance by the Fund and the reporting of such transactions
to the Fund as provided above.

(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by agreement
between the Fund on behalf of each Portfolio and the Bank per
the attached service responsibility schedule. The Bank may at
times perform only a portion of these services and the Fund or
its agent may perform these services on the Fund's behalf.

(e) The Bank shall provide additional services on behalf of the
Fund (i.e., escheatment services) which may be agreed upon in
writing between the Fund and the Bank.

2. FEES AND EXPENSES

2.1 For the performance by the Bank pursuant to this Agreement, the Fund
agrees on behalf of each of the Portfolios to pay the Bank a
maintenance fee for each Shareholder account as set out in the initial
fee schedule attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.2 below may be changed from time to
time subject to mutual written agreement between the Fund and the Bank.

3
<PAGE>

2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees on
behalf of each of the Portfolios to reimburse the Bank for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by the Bank
for the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by the Bank at the request or with the
consent of the Fund, will be reimbursed by the Fund on behalf of the
applicable Portfolio.

2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses on a monthly basis, within five days following
the receipt of the respective billing notice. Postage for mailing of
dividends, proxies, Fund reports and other mailings to all shareholder
accounts shall be advanced to the Bank by the Fund at least seven (7)
days prior to the mailing date of such materials.

3. REPRESENTATIONS AND WARRANTIES OF THE BANK

The Bank represents and warrants to the Fund that:

3.1 It is a state chartered bank duly organized and existing and in good
standing under the laws of the state of Mississippi.

3.2 It is duly qualified to carry on its business in the state of
Mississippi.

3.3 It is empowered under applicable laws and by its charter and by-laws to
enter into and perform this Agreement.

3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.

3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Bank that:

4.1 It is a business trust duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.

4.2 It is empowered under applicable laws and by its declaration of trust
and by-laws to enter into and perform this Agreement.

4
<PAGE>

4.3 All corporate proceedings required by said declaration of trust and
by-laws have been taken to authorize it to enter into and perform this
Agreement.

4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.

4.5 A registration statement under the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, on behalf of each of
the Portfolios is currently effective and will remain effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being
offered for sale.

5. DATA ACCESS AND PROPRIETARY INFORMATION

5.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Bank as part of the
Fund's ability to access certain Fund-related data ("Customer Data")
maintained by the Bank on data bases under the control and ownership of
the Bank or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to the
Bank or other third party. In no event shall Proprietary Information be
deemed Customer Data. The Fund agrees to treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall
not divulge any Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the foregoing,
the Fund agrees for itself and its employees and agents:

(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;

(b) to refrain from copying or duplicating in any way the
Proprietary Information;

(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;

(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;

(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;

5
<PAGE>

(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal copyright
law and under other federal or state law.

Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.

5.2 If the Fund notifies the Bank that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make
no claim against the Bank arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT
THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

5.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be
entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by the
Bank from time to time.

6. INDEMNIFICATION

6.1 The Bank shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or
willful misconduct.

(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation
or warranty of the Fund hereunder.

6
<PAGE>

(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of
the Fund including but not limited to any previous transfer
agent or registrar.

(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Fund
on behalf of the applicable Portfolio.

(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop order
or other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such
state.

(f) The negotiation and processing by the Bank of checks not made
payable to the order of the Bank, the Fund, the Fund's
management company, transfer agent or distributor or the
retirement account custodian or trustee for a plan account
investing in Shares, which checks are tendered to the Bank for
the purchase of Shares (i.e., checks made payable to
prospective or existing Shareholders, such checks are commonly
known as "third party checks").

6.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund
on behalf of the applicable Portfolio for any action taken or omitted
by it in reliance upon such instructions or upon the opinion of such
counsel. The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on
behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank or its agents
or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until receipt of
written notice thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.

6.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund
of such assertion, and shall keep the Fund advised

7
<PAGE>

with respect to all developments concerning such claim. The Fund shall
have the option to participate with the Bank in the defense of such
claim or to defend against said claim in its own name or in the name of
the Bank. The Bank shall in no case confess any claim or make any
compromise in any case in which the Fund may be required to indemnify
the Bank except with the Fund's prior written consent.

7. STANDARD OF CARE

The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees.

8. COVENANTS OF THE FUND AND THE BANK

8.1 The Fund shall on behalf of each of the Portfolios promptly furnish to
the Bank the following:

(a) A certified copy of the resolution of the Board of Trustees of
the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.

(b) A copy of the declaration of trust and by-laws of the Fund and
all amendments thereto.

8.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.

8.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services to
be performed by the Bank hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the Fund on
and in accordance with its request.

8.4 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.

8
<PAGE>

8.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund
as to such inspection. The Bank reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.

9. TERMINATION OF AGREEMENT

9.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.

9.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund on behalf of the applicable Portfolio(s).
Additionally, the Bank reserves the right to charge for any other
reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) months' fees.

10. ADDITIONAL FUNDS

In the event that the Fund establishes one or more series of Shares in
addition to the Taxable Money Market Fund, Tax Exempt Money Market
Fund, Total Return Bond Fund, and Equity Fund with respect to which it
desires to have the Bank render services as transfer agent under the
terms hereof, it shall so notify the Bank in writing, and if the Bank
agrees in writing to provide such services, such series of Shares shall
become a Portfolio hereunder.

11. ASSIGNMENT

11.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other
party.

11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.

12. AMENDMENT

This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Fund.

9
<PAGE>

13. MISSISSIPPI LAW TO APPLY

This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the state of
Mississippi.

14. FORCE MAJEURE

In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.

15. CONSEQUENTIAL DAMAGES

Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act
hereunder.

16. MERGER OF AGREEMENT

This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS

A copy of the declaration of trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or Shareholders
individually but are binding only upon the assets and property of the
Fund.

18. COUNTERPARTS

This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

THE ARBOR FUND

BY:________________________________
President

ATTEST:

HANCOCK BANK AND TRUST

BY: _______________________________
Vice President

ATTEST:

________________________________________

11
<PAGE>

HANCOCK BANK AND TRUST
FUND SERVICE RESPONSIBILITIES*

<TABLE>
<CAPTION>
RESPONSIBILITY
SERVICE PERFORMED BANK FUND
- ----------------- ---- ----
<S> <C> <C>
1. Receives orders for the purchase of Shares. *

2. Issue Shares and hold Shares in Shareholders accounts. *

3. Receive redemption requests. *

4. Effect transactions 1-3 above directly with broker-dealers. *

5. Pay over monies to redeeming Shareholders. *

6. Effect transfers of Shares. *

7. Prepare and transmit dividends and distributions. *

8. Issue Replacement Certificates. *

9. Reporting of abandoned property. *

10. Maintain records of account. *

11. Maintain and keep a current and accurate control book for each *
issue of securities.

12. Mail proxies. *

13. Mail Shareholder reports. *

14. Mail prospectuses to current Shareholders. *

15. Withhold taxes on U.S. resident and non-resident alien accounts. *

16. Prepare and file U.S. Treasury Department forms. * *

17. Prepare and mail account and confirmation statements for *
Shareholders.

18. Provide Shareholder account information. *

<PAGE>

<CAPTION>
RESPONSIBILITY
SERVICE PERFORMED BANK FUND
- ----------------- ---- ----
<S> <C> <C>
19. Blue sky reporting. *
</TABLE>

* Such services are more fully described in Section 1.2(a), (b) and (c) of the
Agreement.

THE ARBOR FUND

BY:________________________________
President

ATTEST:

______________________________

HANCOCK BANK AND TRUST

BY: _______________________________
Executive Vice President

ATTEST:

______________________________

2
<PAGE>

Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent

THE ARBOR FUND

The Fund shall pay a fee of $5,000 per class of each Portfolio per year. Fees
are payable on a monthly basis.

OUT-OF-POCKET EXPENSES

Out-of-Pocket expenses will be billed to, and payable by, the Fund as incurred
and include but are not limited to: confirmation statements, investor
statements, postage, forms, audio response, telephone, records retention,
federal wire, transcripts, microfilm, microfiche, and expenses incurred at the
specific direction of the fund.

THE ARBOR FUND HANCOCK BANK AND TRUST

By_______________________________ By_______________________________

Title____________________________ Title____________________________

Date_____________________________ Date_____________________________

<PAGE>

CUSTODY AGREEMENT

Agreement made as of this ___ day of _________, 2000, between THE ARBOR
FUND, a Massachusetts business trust organized and existing under the laws of
the Commonwealth of Massachusetts, having its principal office and place of
business at [One Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi]
(hereinafter called the "Fund"), and HANCOCK BANK AND TRUST, a Mississippi
state-chartered bank, having its principal office and place of business at [One
Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi] (hereinafter called the
"Custodian").

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth, the
Fund and the Custodian agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

1. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its successor
or successors and its nominee or nominees.

2. "Call Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer thereof the
specified underlying Securities.

3. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Custodian which is actually received by the Custodian and signed on behalf
of the Fund by any two Officers, and the term Certificate shall also include
Instructions.

4. "Clearing Member" shall mean a registered broker-dealer which is a
clearing member under the rules of O.C.C. and a member of a national securities
exchange qualified to act as a custodian for an investment company, or any
broker-dealer reasonably believed by the Custodian to be such a clearing member.

5. "Collateral Account" shall mean a segregated account so
denominated which is specifically allocated to a Series and pledged to the
Custodian as security for, and in

<PAGE>

consideration of, the Custodian's issuance of (a) any Put Option guarantee
letter or similar document described in paragraph 8 of Article V herein, or (b)
any receipt described in Article V or VIII herein.

6. "Covered Call Option" shall mean an exchange traded option
entitling the holder, upon timely exercise and payment of the exercise price, as
specified therein, to purchase from the writer thereof the specified underlying
Securities (excluding Futures Contracts) which are owned by the writer thereof
and subject to appropriate restrictions.

7. "Composite Currency Unit" shall mean the European Currency Unit or
any other composite unit consisting of the aggregate of specified amounts of
specified Currencies as such unit may be constituted from time to time.

8. "Currency" shall mean money denominated in a lawful currency of
any country or the European Currency Unit.

9. "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees. The term "Depository" shall
further mean and include any other person authorized to act as a depository
under the Investment Company Act of 1940, its successor or successors and its
nominee or nominees, specifically identified in a certified copy of a resolution
of the Fund's Board of Trustees specifically approving deposits therein by the
Custodian.

10. "Financial Futures Contract" shall mean the firm commitment to buy
or sell fixed income securities including, without limitation, U.S. Treasury
Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank certificates of
deposit, and Eurodollar certificates of deposit, during a specified month at an
agreed upon price.

11. "Futures Contract" shall mean a Financial Futures Contract and/or
Stock Index Futures Contracts.

12. "Futures Contract Option" shall mean an option with respect to a
Futures Contract.

13. "FX Transaction" shall mean any transaction for the purchase by
one party of an agreed amount in one Currency against the sale by it to the
other party of an agreed amount in another Currency.

14. "Instructions" shall mean instructions communications transmitted
by electronic or telecommunications media including S.W.I.F.T.,
computer-to-computer interface, dedicated transmission line, facsimile
transmission (which may be signed by an Officer or unsigned) and tested telex.

2
<PAGE>

15. "Margin Account" shall mean a segregated account in the name of a
broker, dealer, futures commission merchant, or a Clearing Member, or in the
name of the Fund for the benefit of a broker, dealer, futures commission
merchant, or Clearing Member, or otherwise, in accordance with an agreement
between the Fund, the Custodian and a broker, dealer, futures commission
merchant or a Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities and/or money of
the Fund shall be deposited and withdrawn from time to time in connection with
such transactions as the Fund may from time to time determine. Securities held
in the Book-Entry System or the Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the Custodian's effecting
an appropriate entry in its books and records.

16. "Money Market Security" shall be deemed to include, without
limitation, certain Reverse Repurchase Agreements, debt obligations issued or
guaranteed as to interest and principal by the government of the United States
or agencies or instrumentalities thereof, any tax, bond or revenue anticipation
note issued by any state or municipal government or public authority, commercial
paper, certificates of deposit and bankers' acceptances, repurchase agreements
with respect to the same and bank time deposits, where the purchase and sale of
such securities normally requires settlement in federal funds on the same day as
such purchase or sale.

17. "O.C.C." shall mean the Options Clearing Corporation, a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934, its
successor or successors, and its nominee or nominees.

18. "Officers" shall be deemed to include the President, any Vice
President, the Secretary, the Clerk, the Treasurer, the Controller, any
Assistant Secretary, any Assistant Clerk, any Assistant Treasurer, and any other
person or persons, whether or not any such other person is an officer of the
Fund, duly authorized by the Board of Trustees of the Fund to execute any
Certificate, instruction, notice or other instrument on behalf of the Fund and
listed in the Certificate annexed hereto as Appendix A or such other Certificate
as may be received by the Custodian from time to time.

19. "Option" shall mean a Call Option, Covered Call Option, Stock
Index Option and/or a Put Option.

20. "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from an Officer or from a person reasonably believed
by the Custodian to be an Officer.

21. "Put Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and tender of the
specified underlying Securities, to sell such Securities to the writer thereof
for the exercise price.

3
<PAGE>

22. "Reverse Repurchase Agreement" shall mean an agreement pursuant to
which the Fund sells Securities and agrees to repurchase such Securities at a
described or specified date and price.

23. "Security" shall be deemed to include, without limitation, Money
Market Securities, Call Options, Put Options, Stock Index Options, Stock Index
Futures Contracts, Stock Index Futures Contract Options, Financial Futures
Contracts, Financial Futures Contract Options, Reverse Repurchase Agreements,
common stocks and other securities having characteristics similar to common
stocks, preferred stocks, debt obligations issued by state or municipal
governments and by public authorities, (including, without limitation, general
obligation bonds, revenue bonds, industrial bonds and industrial development
bonds), bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing rights to
receive, purchase, sell or subscribe for the same, or evidencing or representing
any other rights or interest therein, or any property or assets.

24. "Senior Security Account" shall mean an account maintained and
specifically allocated to a Series under the terms of this Agreement as a
segregated account, by recordation or otherwise, within the custody account in
which certain Securities and/or other assets of the Fund specifically allocated
to such Series shall be deposited and withdrawn from time to time in accordance
with Certificates received by the Custodian in connection with such transactions
as the Fund may from time to time determine.

25. "Series" shall mean the various portfolios, if any, of the Fund
listed on Appendix B hereto as amended from time to time.

26. "Shares" shall mean the shares of beneficial interest of the Fund,
each of which is, in the case of a Fund having Series, allocated to a particular
Series.

27. "Stock Index Futures Contract" shall mean a bilateral agreement
pursuant to which the parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the value
of a particular stock index at the close of the last business day of the
contract and the price at which the futures contract is originally struck.

28. "Stock Index Option" shall mean an exchange traded option
entitling the holder, upon timely exercise, to receive an amount of cash
determined by reference to the difference between the exercise price and the
value of the index on the date of exercise.

ARTICLE II

APPOINTMENT OF CUSTODIAN

1. The Fund hereby constitutes and appoints the Custodian as
custodian of the Securities and moneys at any time owned by the Fund and
allocated to a Series during the period of this Agreement.

4
<PAGE>

2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.

ARTICLE III

CUSTODY OF CASH AND SECURITIES

1. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, the Fund will deliver or cause to be delivered to the Custodian
all Securities and all moneys owned by it, at any time during the period of this
Agreement, and shall specify with respect to such Securities and money the
Series to which the same are specifically allocated. The Custodian shall
segregate, keep and maintain the assets of the Series separate and apart. The
Custodian will not be responsible for any Securities and moneys not actually
received by it. The Custodian will be entitled to reverse any credits made on
the Fund's behalf where such credits have been previously made and moneys are
not finally collected. The Fund shall deliver to the Custodian a certified
resolution of the Board of Trustees of the Fund, substantially in the form of
Exhibit A hereto, approving, authorizing and instructing the Custodian on a
continuous and ongoing basis to deposit in the Book-Entry System all Securities
eligible for deposit therein, regardless of the Series to which the same are
specifically allocated and to utilize the Book-Entry System to the extent
possible in connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales of Securities,
loans of Securities and deliveries and returns of Securities collateral. Prior
to a deposit of Securities specifically allocated to a Series in the Depository,
the Fund shall deliver to the Custodian a certified resolution of the Board of
Trustees of the Fund, substantially in the form of Exhibit B hereto, approving,
authorizing and instructing the Custodian on a continuous and ongoing basis
until instructed to the contrary by a Certificate actually received by the
Custodian to deposit in the Depository all Securities specifically allocated to
such Series eligible for deposit therein, and to utilize the Depository to the
extent possible with respect to such Securities in connection with its
performance hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of Securities, and
deliveries and returns of Securities collateral. Securities and moneys deposited
in either the Book-Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for customers,
including, but not limited to, accounts in which the Custodian acts in a
fiduciary or representative capacity and will be specifically allocated on the
Custodian's books to the separate account for the applicable Series. Prior to
the Custodian's accepting, utilizing and acting with respect to Clearing Member
confirmations for Options and transactions in Options for a Series as provided
in this Agreement, the Custodian shall have received a certified resolution of
the Fund's Board of Trustees, substantially in the form of Exhibit C hereto,
approving, authorizing and instructing the Custodian on a continuous and ongoing
basis, until instructed to the contrary by a Certificate actually received by
the Custodian, to accept, utilize and act in accordance with such confirmations
as provided in this Agreement with respect to such Series.

5
<PAGE>

2. The Custodian shall establish and maintain separate accounts, in
the name of each Series, and shall credit to the separate account for each
Series all moneys received by it for the account of the Fund with respect to
such Series. Money credited to a separate account for a Series shall be
disbursed by the Custodian only:

(a) As hereinafter provided;

(b) Pursuant to Certificates setting forth the name and address
of the person to whom the payment is to be made, the Series account from which
payment is to be made and the purpose for which payment is to be made; or

(c) In payment of the fees and in reimbursement of the expenses
and liabilities of the Custodian attributable to such Series.

3. Promptly after the close of business on each day, the Custodian
shall furnish the Fund with confirmations and a summary, on a per Series basis,
of all transfers to or from the account of the Fund for a Series, either
hereunder or with any co-custodian or sub-custodian appointed in accordance with
this Agreement during said day. Where Securities are transferred to the account
of the Fund for a Series, the Custodian shall also by book-entry or otherwise
identify as belonging to such Series a quantity of Securities in a fungible bulk
of Securities registered in the name of the Custodian (or its nominee) or shown
on the Custodian's account on the books of the Book-Entry System or the
Depository. At least monthly and from time to time, the Custodian shall furnish
the Fund with a detailed statement, on a per Series basis, of the Securities and
moneys held by the Custodian for the Fund.

4. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, all Securities held by the Custodian hereunder, which are issued
or issuable only in bearer form, except such Securities as are held in the
Book-Entry System, shall be held by the Custodian in that form; all other
Securities held hereunder may be registered in the name of the Fund, in the name
of any duly appointed registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-Entry System or the
Depository or their successor or successors, or their nominee or nominees. The
Fund agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry System or the
Depository any Securities which it may hold hereunder and which may from time to
time be registered in the name of the Fund. The Custodian shall hold all such
Securities specifically allocated to a Series which are not held in the
Book-Entry System or in the Depository in a separate account in the name of such
Series physically segregated at all times from those of any other person or
persons.

5. Except as otherwise provided in this Agreement and unless
otherwise instructed to the contrary by a Certificate, the Custodian by itself,
or through the use of the Book-Entry System or the Depository with respect to
Securities held hereunder and therein deposited, shall with respect to all
Securities held for the Fund hereunder in accordance with preceding paragraph 4:

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<PAGE>

(a) Collect all income, dividends and distributions due or
payable;

(b) Give notice to the Fund and present payment and collect the
amount payable upon such Securities which are called, but only if either (i) the
Custodian receives a written notice of such call, or (ii) notice of such call
appears in one or more of the publications listed in Appendix C annexed hereto,
which may be amended at any time by the Custodian without the prior notification
or consent of the Fund;

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

(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the Federal Income Tax Laws or the laws or
regulations of any other taxing authority now or hereafter in effect; and

(f) Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the account of a
Series, all rights and similar securities issued with respect to any Securities
held by the Custodian for such Series hereunder.

(g) Deliver to the Fund all notices, proxies, proxy soliciting
materials, consents and other written information (including, without
limitation, notices of tender offers and exchange offers, pendency of calls,
maturities of Securities and expiration of rights) relating to Securities held
pursuant to this Agreement which are actually received by the Custodian, such
proxies and other similar materials to be executed by the registered owner (if
Securities are registered otherwise than in the name of the Fund), but without
indicating the manner in which proxies or consents are to be voted.

6. Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository, shall:

(a) Execute and deliver to such persons as may be designated in
such Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any Securities held by the
Custodian hereunder for the Series specified in such Certificate may be
exercised;

(b) Deliver any Securities held by the Custodian hereunder for
the Series specified in such Certificate in exchange for other Securities or
cash issued or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege and receive and hold hereunder
specifically allocated to such Series any cash or other Securities received in
exchange;

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<PAGE>

(c) Deliver any Securities held by the Custodian hereunder for
the Series specified in such Certificate to any protective committee,
reorganization committee or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or sale of assets of any
corporation, and receive and hold hereunder specifically allocated to such
Series such certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;

(d) Make such transfers or exchanges of the assets of the
Series specified in such Certificate, and take such other steps as shall be
stated in such Certificate to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and

(e) Present for payment and collect the amount payable upon
Securities not described in preceding paragraph 5(b) of this Article which may
be called as specified in the Certificate.

7. Notwithstanding any provision elsewhere contained herein, the
Custodian shall not be required to obtain possession of any instrument or
certificate representing any Futures Contract, any Option, or any Futures
Contract Option until after it shall have determined, or shall have received a
Certificate from the Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a Certificate no later
than the business day preceding the availability of any such instrument or
certificate. Prior to such availability, the Custodian shall comply with Section
17(f) of the Investment Company Act of 1940, as amended, in connection with the
purchase, sale, settlement, closing out or writing of Futures Contracts,
Options, or Futures Contract Options by making payments or deliveries specified
in Certificates received by the Custodian in connection with any such purchase,
sale, writing, settlement or closing out upon its receipt from a broker, dealer,
or futures commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by brokers,
dealers, or future commission merchants with respect to such Futures Contracts,
Options, or Futures Contract Options, as the case may be, confirming that such
Security is held by such broker, dealer or futures commission merchant, in
book-entry form or otherwise, in the name of the Custodian (or any nominee of
the Custodian) as custodian for the Fund, provided, however, that
notwithstanding the foregoing, payments to or deliveries from the Margin Account
and payments with respect to Securities to which a Margin Account relates, shall
be made in accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this Agreement to the
contrary, make payment for any Futures Contract, Option, or Futures Contract
Option for which such instruments or such certificates are available only
against the delivery to the Custodian of such instrument or such certificate,
and deliver any Futures Contract, Option or Futures Contract Option for which
such instruments or such certificates are available only against receipt by the
Custodian of payment therefor. Any such instrument or certificate delivered to
the Custodian shall be held by the Custodian hereunder in accordance with, and
subject to, the provisions of this Agreement.

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<PAGE>

ARTICLE IV

PURCHASE AND SALE OF INVESTMENTS OF THE FUND
OTHER THAN OPTIONS, FUTURES CONTRACTS AND
FUTURES CONTRACT OPTIONS

1. Promptly after each purchase of Securities by the Fund, other than
a purchase of an Option, a Futures Contract, or a Futures Contract Option, the
Fund shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certificate, and (ii) with
respect to each purchase of Money Market Securities, a Certificate or Oral
Instructions, specifying with respect to each such purchase: (a) the Series to
which such Securities are to be specifically allocated; (b) the name of the
issuer and the title of the Securities; (c) the number of shares or the
principal amount purchased and accrued interest, if any; (d) the date of
purchase and settlement; (e) the purchase price per unit; (f) the total amount
payable upon such purchase; (g) the name of the person from whom or the broker
through whom the purchase was made, and the name of the clearing broker, if any;
and (h) the name of the broker to whom payment is to be made. The Custodian
shall, upon receipt of Securities purchased by or for the Fund, pay to the
broker specified in the Certificate out of the moneys held for the account of
such Series the total amount payable upon such purchase, provided that the same
conforms to the total amount payable as set forth in such Certificate or Oral
Instructions.

2. Promptly after each sale of Securities by the Fund, other than a
sale of any Option, Futures Contract, Futures Contract Option, or any Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with respect
to each sale of Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a Certificate or
Oral Instructions, specifying with respect to each such sale: (a) the Series to
which such Securities were specifically allocated; (b) the name of the issuer
and the title of the Security; (c) the number of shares or principal amount
sold, and accrued interest, if any; (d) the date of sale; (e) the sale price per
unit; (f) the total amount payable to the Fund upon such sale; (g) the name of
the broker through whom or the person to whom the sale was made, and the name of
the clearing broker, if any; and (h) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the Securities
specifically allocated to such Series to the broker specified in the Certificate
against payment of the total amount payable to the Fund upon such sale, provided
that the same conforms to the total amount payable as set forth in such
Certificate or Oral Instructions.

ARTICLE V

OPTIONS

1. Promptly after the purchase of any Option by the Fund, the Fund
shall deliver to the Custodian a Certificate specifying with respect to each
Option purchased: (a) the Series to which such Option is specifically allocated;
(b) the type of Option (put or call); (c) the name

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<PAGE>

of the issuer and the title and number of shares subject to such Option or, in
the case of a Stock Index Option, the stock index to which such Option relates
and the number of Stock Index Options purchased; (d) the expiration date; (e)
the exercise price; (f) the dates of purchase and settlement; (g) the total
amount payable by the Fund in connection with such purchase; (h) the name of the
Clearing Member through whom such Option was purchased; and (i) the name of the
broker to whom payment is to be made. The Custodian shall pay, upon receipt of a
Clearing Member's statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly appointed and
registered nominee of the Custodian) as custodian for the Fund, out of moneys
held for the account of the Series to which such Option is to be specifically
allocated, the total amount payable upon such purchase to the Clearing Member
through whom the purchase was made, provided that the same conforms to the total
amount payable as set forth in such Certificate.

2. Promptly after the sale of any Option purchased by the Fund
pursuant to paragraph 1 hereof, the Fund shall deliver to the Custodian a
Certificate specifying with respect to each such sale: (a) the Series to which
such Option was specifically allocated; (b) the type of Option (put or call);
(c) the name of the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options sold; (d) the date of sale;
(e) the sale price; (f) the date of settlement; (g) the total amount payable to
the Fund upon such sale; and (h) the name of the Clearing Member through whom
the sale was made. The Custodian shall consent to the delivery of the Option
sold by the Clearing Member which previously supplied the confirmation described
in preceding paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the Fund, provided that
the same conforms to the total amount payable as set forth in such Certificate.

3. Promptly after the exercise by the Fund of any Call Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Call Option: (a) the
Series to which such Call Option was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Call Option; (c) the
expiration date; (d) the date of exercise and settlement; (e) the exercise price
per share; (f) the total amount to be paid by the Fund upon such exercise; and
(g) the name of the Clearing Member through whom such Call Option was exercised.
The Custodian shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account of the Series to
which such Call Option was specifically allocated the total amount payable to
the Clearing Member through whom the Call Option was exercised, provided that
the same conforms to the total amount payable as set forth in such Certificate.

4. Promptly after the exercise by the Fund of any Put Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Put Option: (a) the
Series to which such Put Option was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Put Option; (c) the
expiration date; (d) the date of exercise and settlement; (e) the exercise price
per share; (f) the total amount to be paid to the Fund upon such exercise; and
(g) the

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<PAGE>

name of the Clearing Member through whom such Put Option was exercised. The
Custodian shall, upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the Securities specifically
allocated to such Series, provided the same conforms to the amount payable to
the Fund as set forth in such Certificate.

5. Promptly after the exercise by the Fund of any Stock Index Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Stock Index Option:
(a) the Series to which such Stock Index Option was specifically allocated; (b)
the type of Stock Index Option (put or call); (c) the number of Options being
exercised; (d) the stock index to which such Option relates; (e) the expiration
date; (f) the exercise price; (g) the total amount to be received by the Fund in
connection with such exercise; and (h) the Clearing Member from whom such
payment is to be received.

6. Whenever the Fund writes a Covered Call Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Covered Call Option: (a) the Series for which such Covered Call Option was
written; (b) the name of the issuer and the title and number of shares for which
the Covered Call Option was written and which underlie the same; (c) the
expiration date; (d) the exercise price; (e) the premium to be received by the
Fund; (f) the date such Covered Call Option was written; and (g) the name of the
Clearing Member through whom the premium is to be received. The Custodian shall
deliver or cause to be delivered, in exchange for receipt of the premium
specified in the Certificate with respect to such Covered Call Option, such
receipts as are required in accordance with the customs prevailing among
Clearing Members dealing in Covered Call Options and shall impose, or direct the
Depository to impose, upon the underlying Securities specified in the
Certificate specifically allocated to such Series such restrictions as may be
required by such receipts. Notwithstanding the foregoing, the Custodian has the
right, upon prior written notification to the Fund, at any time to refuse to
issue any receipts for Securities in the possession of the Custodian and not
deposited with the Depository underlying a Covered Call Option.

7. Whenever a Covered Call Option written by the Fund and described
in the preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate instructing the Custodian to deliver, or
to direct the Depository to deliver, the Securities subject to such Covered Call
Option and specifying: (a) the Series for which such Covered Call Option was
written; (b) the name of the issuer and the title and number of shares subject
to the Covered Call Option; (c) the Clearing Member to whom the underlying
Securities are to be delivered; and (d) the total amount payable to the Fund
upon such delivery. Upon the return and/or cancellation of any receipts
delivered pursuant to paragraph 6 of this Article, the Custodian shall deliver,
or direct the Depository to deliver, the underlying Securities as specified in
the Certificate against payment of the amount to be received as set forth in
such Certificate.

8. Whenever the Fund writes a Put Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Put
Option: (a) the Series for which such Put Option was written; (b) the name of
the issuer and the title and number of shares for

11
<PAGE>

which the Put Option is written and which underlie the same; (c) the expiration
date; (d) the exercise price; (e) the premium to be received by the Fund; (f)
the date such Put Option is written; (g) the name of the Clearing Member through
whom the premium is to be received and to whom a Put Option guarantee letter is
to be delivered; (h) the amount of cash, and/or the amount and kind of
Securities, if any, specifically allocated to such Series to be deposited in the
Senior Security Account for such Series; and (i) the amount of cash and/or the
amount and kind of Securities specifically allocated to such Series to be
deposited into the Collateral Account for such Series. The Custodian shall,
after making the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially in the form
utilized by the Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of the premium
specified in said Certificate. Notwithstanding the foregoing, the Custodian
shall be under no obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations contained therein.

9. Whenever a Put Option written by the Fund and described in the
preceding paragraph is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which such Put Option was
written; (b) the name of the issuer and title and number of shares subject to
the Put Option; (c) the Clearing Member from whom the underlying Securities are
to be received; (d) the total amount payable by the Fund upon such delivery; (e)
the amount of cash and/or the amount and kind of Securities specifically
allocated to such Series to be withdrawn from the Collateral Account for such
Series and (f) the amount of cash and/or the amount and kind of Securities,
specifically allocated to such Series, if any, to be withdrawn from the Senior
Security Account. Upon the return and/or cancellation of any Put Option
guarantee letter or similar document issued by the Custodian in connection with
such Put Option, the Custodian shall pay out of the moneys held for the account
of the Series to which such Put Option was specifically allocated the total
amount payable to the Clearing Member specified in the Certificate as set forth
in such Certificate against delivery of such Securities, and shall make the
withdrawals specified in such Certificate.

10. Whenever the Fund writes a Stock Index Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Stock Index Option: (a) the Series for which such Stock Index Option was
written; (b) whether such Stock Index Option is a put or a call; (c) the number
of options written; (d) the stock index to which such Option relates; (e) the
expiration date; (f) the exercise price; (g) the Clearing Member through whom
such Option was written; (h) the premium to be received by the Fund; (i) the
amount of cash and/or the amount and kind of Securities, if any, specifically
allocated to such Series to be deposited in the Senior Security Account for such
Series; (j) the amount of cash and/or the amount and kind of Securities, if any,
specifically allocated to such Series to be deposited in the Collateral Account
for such Series; and (k) the amount of cash and/or the amount and kind of
Securities, if any, specifically allocated to such Series to be deposited in a
Margin Account, and the name in which such account is to be or has been
established. The Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Senior Security Account
specified in the Certificate, and either (1) deliver such receipts, if any,
which the Custodian has specifically agreed to issue, which are in accordance
with the

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<PAGE>

customs prevailing among Clearing Members in Stock Index Options and make the
deposits into the Collateral Account specified in the Certificate, or (2) make
the deposits into the Margin Account specified in the Certificate.

11. Whenever a Stock Index Option written by the Fund and described in
the preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option: (a) the Series for which such Stock Index Option was written; (b)
such information as may be necessary to identify the Stock Index Option being
exercised; (c) the Clearing Member through whom such Stock Index Option is being
exercised; (d) the total amount payable upon such exercise, and whether such
amount is to be paid by or to the Fund; (e) the amount of cash and/or amount and
kind of Securities, if any, to be withdrawn from the Margin Account; and (f) the
amount of cash and/or amount and kind of Securities, if any, to be withdrawn
from the Senior Security Account for such Series; and the amount of cash and/or
the amount and kind of Securities, if any, to be withdrawn from the Collateral
Account for such Series. Upon the return and/or cancellation of the receipt, if
any, delivered pursuant to the preceding paragraph of this Article, the
Custodian shall pay out of the moneys held for the account of the Series to
which such Stock Index Option was specifically allocated to the Clearing Member
specified in the Certificate the total amount payable, if any, as specified
therein.

12. Whenever the Fund purchases any Option identical to a previously
written Option described in paragraphs, 6, 8 or 10 of this Article in a
transaction expressly designated as a "Closing Purchase Transaction" in order to
liquidate its position as a writer of an Option, the Fund shall promptly deliver
to the Custodian a Certificate specifying with respect to the Option being
purchased: (a) that the transaction is a Closing Purchase Transaction; (b) the
Series for which the Option was written; (c) the name of the issuer and the
title and number of shares subject to the Option, or, in the case of a Stock
Index Option, the stock index to which such Option relates and the number of
Options held; (d) the exercise price; (e) the premium to be paid by the Fund;
(f) the expiration date; (g) the type of Option (put or call); (h) the date of
such purchase; (i) the name of the Clearing Member to whom the premium is to be
paid; and (j) the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account, a specified Margin Account, or
the Senior Security Account for such Series. Upon the Custodian's payment of the
premium and the return and/or cancellation of any receipt issued pursuant to
paragraphs 6, 8 or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the Custodian shall remove,
or direct the Depository to remove, the previously imposed restrictions on the
Securities underlying the Call Option.

13. Upon the expiration, exercise or consummation of a Closing
Purchase Transaction with respect to any Option purchased or written by the Fund
and described in this Article, the Custodian shall delete such Option from the
statements delivered to the Fund pursuant to paragraph 3 Article III herein, and
upon the return and/or cancellation of any receipts issued by the Custodian,
shall make such withdrawals from the Collateral Account, and the Margin Account
and/or the Senior Security Account as may be specified in a Certificate received
in connection with such expiration, exercise, or consummation.

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<PAGE>

ARTICLE VI

FUTURES CONTRACTS

1. Whenever the Fund shall enter into a Futures Contract, the Fund
shall deliver to the Custodian a Certificate specifying with respect to such
Futures Contract, (or with respect to any number of identical Futures
Contract(s)): (a) the Series for which the Futures Contract is being entered;
(b) the category of Futures Contract (the name of the underlying stock index or
financial instrument); (c) the number of identical Futures Contracts entered
into; (d) the delivery or settlement date of the Futures Contract(s); (e) the
date the Futures Contract(s) was (were) entered into and the maturity date; (f)
whether the Fund is buying (going long) or selling (going short) on such Futures
Contract(s); (g) the amount of cash and/or the amount and kind of Securities, if
any, to be deposited in the Senior Security Account for such Series; (h) the
name of the broker, dealer, or futures commission merchant through whom the
Futures Contract was entered into; and (i) the amount of fee or commission, if
any, to be paid and the name of the broker, dealer, or futures commission
merchant to whom such amount is to be paid. The Custodian shall make the
deposits, if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall make payment out
of the moneys specifically allocated to such Series of the fee or commission, if
any, specified in the Certificate and deposit in the Senior Security Account for
such Series the amount of cash and/or the amount and kind of Securities
specified in said Certificate.

2. (a) Any variation margin payment or similar payment required to
be made by the Fund to a broker, dealer, or futures commission merchant with
respect to an outstanding Futures Contract, shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.

(b) Any variation margin payment or similar payment from a
broker, dealer, or futures commission merchant to the Fund with respect to an
outstanding Futures Contract, shall be received and dealt with by the Custodian
in accordance with the terms and conditions of the Margin Account Agreement.

3. Whenever a Futures Contract held by the Custodian hereunder is
retained by the Fund until delivery or settlement is made on such Futures
Contract, the Fund shall deliver to the Custodian a Certificate specifying: (a)
the Futures Contract and the Series to which the same relates; (b) with respect
to a Stock Index Futures Contract, the total cash settlement amount to be paid
or received, and with respect to a Financial Futures Contract, the Securities
and/or amount of cash to be delivered or received; (c) the broker, dealer, or
futures commission merchant to or from whom payment or delivery is to be made or
received; and (d) the amount of cash and/or Securities to be withdrawn from the
Senior Security Account for such Series. The Custodian shall make the payment or
delivery specified in the Certificate, and delete such Futures Contract from the
statements delivered to the Fund pursuant to paragraph 3 of Article III herein.

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<PAGE>

4. Whenever the Fund shall enter into a Futures Contract to offset a
Futures Contract held by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b) the Futures
Contract being offset. The Custodian shall make payment out of the money
specifically allocated to such Series of the fee or commission, if any,
specified in the Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Senior Security Account for such
Series as may be specified in such Certificate. The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.

ARTICLE VII

FUTURES CONTRACT OPTIONS

1. Promptly after the purchase of any Futures Contract Option by the
Fund, the Fund shall promptly deliver to the Custodian a Certificate specifying
with respect to such Futures Contract Option: (a) the Series to which such
Option is specifically allocated; (b) the type of Futures Contract Option (put
or call); (c) the type of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the Futures Contract
Option purchased; (d) the expiration date; (e) the exercise price; (f) the dates
of purchase and settlement; (g) the amount of premium to be paid by the Fund
upon such purchase; (h) the name of the broker or futures commission merchant
through whom such option was purchased; and (i) the name of the broker, or
futures commission merchant, to whom payment is to be made. The Custodian shall
pay out of the moneys specifically allocated to such Series, the total amount to
be paid upon such purchase to the broker or futures commissions merchant through
whom the purchase was made, provided that the same conforms to the amount set
forth in such Certificate.

2. Promptly after the sale of any Futures Contract Option purchased
by the Fund pursuant to paragraph 1 hereof, the Fund shall promptly deliver to
the Custodian a Certificate specifying with respect to each such sale: (a)
Series to which such Futures Contract Option was specifically allocated; (b) the
type of Future Contract Option (put or call); (c) the type of Futures Contract
and such other information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (d) the date of sale; (e) the sale
price; (f) the date of settlement; (g) the total amount payable to the Fund upon
such sale; and (h) the name of the broker of futures commission merchant through
whom the sale was made. The Custodian shall consent to the cancellation of the
Futures Contract Option being closed against payment to the Custodian of the
total amount payable to the Fund, provided the same conforms to the total amount
payable as set forth in such Certificate.

3. Whenever a Futures Contract Option purchased by the Fund pursuant
to paragraph 1 is exercised by the Fund, the Fund shall promptly deliver to the
Custodian a

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Certificate specifying: (a) the Series to which such Futures Contract Option was
specifically allocated; (b) the particular Futures Contract Option (put or call)
being exercised; (c) the type of Futures Contract underlying the Futures
Contract Option; (d) the date of exercise; (e) the name of the broker or futures
commission merchant through whom the Futures Contract Option is exercised; (f)
the net total amount, if any, payable by the Fund; (g) the amount, if any, to be
received by the Fund; and (h) the amount of cash and/or the amount and kind of
Securities to be deposited in the Senior Security Account for such Series. The
Custodian shall make, out of the moneys and Securities specifically allocated to
such Series, the payments, if any, and the deposits, if any, into the Senior
Security Account as specified in the Certificate. The deposits, if any, to be
made to the Margin Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.

4. Whenever the Fund writes a Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Futures Contract Option: (a) the Series for which such Futures Contract Option
was written; (b) the type of Futures Contract Option (put or call); (c) the type
of Futures Contract and such other information as may be necessary to identify
the Futures Contract underlying the Futures Contract Option; (d) the expiration
date; (e) the exercise price; (f) the premium to be received by the Fund; (g)
the name of the broker or futures commission merchant through whom the premium
is to be received; and (h) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Senior Security Account for such
Series. The Custodian shall, upon receipt of the premium specified in the
Certificate, make out of the moneys and Securities specifically allocated to
such Series the deposits into the Senior Security Account, if any, as specified
in the Certificate. The deposits, if any, to be made to the Margin Account shall
be made by the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.

5. Whenever a Futures Contract Option written by the Fund which is a
call is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying: (a) the Series to which such Futures Contract Option was
specifically allocated; (b) the particular Futures Contract Option exercised;
(c) the type of Futures Contract underlying the Futures Contract Option; (d) the
name of the broker or futures commission merchant through whom such Futures
Contract Option was exercised; (e) the net total amount, if any, payable to the
Fund upon such exercise; (f) the net total amount, if any, payable by the Fund
upon such exercise; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Senior Security Account for such Series. The
Custodian shall, upon its receipt of the net total amount payable to the Fund,
if any, specified in such Certificate make the payments, if any, and the
deposits, if any, into the Senior Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin Account shall be
made by the Custodian in accordance with the terms and conditions of the Margin
Account Agreement.

6. Whenever a Futures Contract Option which is written by the Fund
and which is a put is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which such Option was
specifically allocated; (b) the particular Futures Contract Option exercised;
(c) the type of Futures Contract underlying such Futures Contract Option; (d)
the name of the broker or futures commission merchant through whom such

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Futures Contract Option is exercised; (e) the net total amount, if any, payable
to the Fund upon such exercise; (f) the net total amount, if any, payable by the
Fund upon such exercise; and (g) the amount and kind of Securities and/or cash
to be withdrawn from or deposited in, the Senior Security Account for such
Series, if any. The Custodian shall, upon its receipt of the net total amount
payable to the Fund, if any, specified in the Certificate, make out of the
moneys and Securities specifically allocated to such Series, the payments, if
any, and the deposits, if any, into the Senior Security Account as specified in
the Certificate. The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms and conditions
of the Margin Account Agreement.

7. Whenever the Fund purchases any Futures Contract Option identical
to a previously written Futures Contract Option described in this Article in
order to liquidate its position as a writer of such Futures Contract Option, the
Fund shall promptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a) the Series to which
such Option is specifically allocated; (b) that the transaction is a closing
transaction; (c) the type of Future Contract and such other information as may
be necessary to identify the Futures Contract underlying the Futures Option
Contract; (d) the exercise price; (e) the premium to be paid by the Fund; (f)
the expiration date; (g) the name of the broker or futures commission merchant
to whom the premium is to be paid; and (h) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Senior Security Account
for such Series. The Custodian shall effect the withdrawals from the Senior
Security Account specified in the Certificate. The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.

8. Upon the expiration, exercise, or consummation of a closing
transaction with respect to, any Futures Contract Option written or purchased by
the Fund and described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein and, (b) make such withdrawals from and/or in
the case of an exercise such deposits into the Senior Security Account as may be
specified in a Certificate. The deposits to and/or withdrawals from the Margin
Account, if any, shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.

9. Futures Contracts acquired by the Fund through the exercise of a
Futures Contract Option described in this Article shall be subject to Article VI
hereof.

ARTICLE VIII

SHORT SALES

1. Promptly after any short sales by any Series of the Fund, the Fund
shall promptly deliver to the Custodian a Certificate specifying: (a) the Series
for which such short sale was made; (b) the name of the issuer and the title of
the Security; (c) the number of shares

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or principal amount sold, and accrued interest or dividends, if any; (d) the
dates of the sale and settlement; (e) the sale price per unit; (f) the total
amount credited to the Fund upon such sale, if any, (g) the amount of cash
and/or the amount and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has been or is to be
established; (h) the amount of cash and/or the amount and kind of Securities, if
any, to be deposited in a Senior Security Account, and (i) the name of the
broker through whom such short sale was made. The Custodian shall upon its
receipt of a statement from such broker confirming such sale and that the total
amount credited to the Fund upon such sale, if any, as specified in the
Certificate is held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a receipt or make the
deposits into the Margin Account and the Senior Security Account specified in
the Certificate.

2. In connection with the closing-out of any short sale, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect to
each such closing out: (a) the Series for which such transaction is being made;
(b) the name of the issuer and the title of the Security; (c) the number of
shares or the principal amount, and accrued interest or dividends, if any,
required to effect such closing-out to be delivered to the broker; (d) the dates
of closing-out and settlement; (e) the purchase price per unit; (f) the net
total amount payable to the Fund upon such closing-out; (g) the net total amount
payable to the broker upon such closing-out; (h) the amount of cash and the
amount and kind of Securities to be withdrawn, if any, from the Margin Account;
(i) the amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Senior Security Account; and (j) the name of the broker
through whom the Fund is effecting such closing-out. The Custodian shall, upon
receipt of the net total amount payable to the Fund upon such closing-out, and
the return and/or cancellation of the receipts, if any, issued by the Custodian
with respect to the short sale being closed-out, pay out of the moneys held for
the account of the Fund to the broker the net total amount payable to the
broker, and make the withdrawals from the Margin Account and the Senior Security
Account, as the same are specified in the Certificate.

ARTICLE IX

REVERSE REPURCHASE AGREEMENTS

1. Promptly after the Fund enters a Reverse Repurchase Agreement with
respect to Securities and money held by the Custodian hereunder, the Fund shall
deliver to the Custodian a Certificate, or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate or Oral Instructions
specifying: (a) the Series for which the Reverse Repurchase Agreement is
entered; (b) the total amount payable to the Fund in connection with such
Reverse Repurchase Agreement and specifically allocated to such Series; (c) the
broker or dealer through or with whom the Reverse Repurchase Agreement is
entered; (d) the amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (e) the date of such Reverse Repurchase Agreement; and
(f) the amount of cash and/or the amount and kind of Securities, if any,
specifically allocated to such Series to be deposited in a Senior Security
Account for such Series in connection with such Reverse Repurchase Agreement.
The

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Custodian shall, upon receipt of the total amount payable to the Fund specified
in the Certificate or Oral Instructions make the delivery to the broker or
dealer, and the deposits, if any, to the Senior Security Account, specified in
such Certificate or Oral Instructions.

2. Upon the termination of a Reverse Repurchase Agreement described
in preceding paragraph 1 of this Article, the Fund shall promptly deliver a
Certificate or, in the event such Reverse Repurchase Agreement is a Money Market
Security, a Certificate or Oral Instructions to the Custodian specifying: (a)
the Reverse Repurchase Agreement being terminated and the Series for which same
was entered; (b) the total amount payable by the Fund in connection with such
termination; (c) the amount and kind of Securities to be received by the Fund
and specifically allocated to such Series in connection with such termination;
(d) the date of termination; (e) the name of the broker or dealer with or
through whom the Reverse Repurchase Agreement is to be terminated; and (f) the
amount of cash and/or the amount and kind of Securities to be withdrawn from the
Senior Securities Account for such Series. The Custodian shall, upon receipt of
the amount and kind of Securities to be received by the Fund specified in the
Certificate or Oral Instructions, make the payment to the broker or dealer, and
the withdrawals, if any, from the Senior Security Account, specified in such
Certificate or Oral Instructions.

ARTICLE X

LOAN OF PORTFOLIO SECURITIES OF THE FUND

1. Promptly after each loan of portfolio Securities specifically
allocated to a Series held by the Custodian hereunder, the Fund shall deliver or
cause to be delivered to the Custodian a Certificate specifying with respect to
each such loan: (a) the Series to which the loaned Securities are specifically
allocated; (b) the name of the issuer and the title of the Securities, (c) the
number of shares or the principal amount loaned, (d) the date of loan and
delivery, (e) the total amount to be delivered to the Custodian against the loan
of the Securities, including the amount of cash collateral and the premium, if
any, separately identified, and (f) the name of the broker, dealer, or financial
institution to which the loan was made. The Custodian shall deliver the
Securities thus designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount designated as to be
delivered against the loan of Securities. The Custodian may accept payment in
connection with a delivery otherwise than through the Book-Entry System or
Depository only in the form of a certified or bank cashier's check payable to
the order of the Fund or the Custodian drawn on [Clearing House] funds and may
deliver Securities in accordance with the customs prevailing among dealers in
securities.

2. Promptly after each termination of the loan of Securities by the
Fund, the Fund shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan termination and return of
Securities: (a) the Series to which the loaned Securities are specifically
allocated; (b) the name of the issuer and the title of the Securities to be
returned, (c) the number of shares or the principal amount to be returned, (d)
the date of

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termination, (e) the total amount to be delivered by the Custodian (including
the cash collateral for such Securities minus any offsetting credits as
described in said Certificate), and (f) the name of the broker, dealer, or
financial institution from which the Securities will be returned. The Custodian
shall receive all Securities returned from the broker, dealer, or financial
institution to which such Securities were loaned and upon receipt thereof shall
pay, out of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the Certificate.

ARTICLE XI

CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY
ACCOUNTS, AND COLLATERAL ACCOUNTS

1. The Custodian shall, from time to time, make such deposits to, or
withdrawals from, a Senior Security Account as specified in a Certificate
received by the Custodian. Such Certificate shall specify the Series for which
such deposit or withdrawal is to be made and the amount of cash and/or the
amount and kind of Securities specifically allocated to such Series to be
deposited in, or withdrawn from, such Senior Security Account for such Series.
In the event that the Fund fails to specify in a Certificate the Series, the
name of the issuer, the title and the number of shares or the principal amount
of any particular Securities to be deposited by the Custodian into, or withdrawn
from, a Senior Securities Account, the Custodian shall be under no obligation to
make any such deposit or withdrawal and shall so notify the Fund.

2. The Custodian shall make deliveries or payments from a Margin
Account to the broker, dealer, futures commission merchant or Clearing Member in
whose name, or for whose benefit, the account was established as specified in
the Margin Account Agreement.

3. Amounts received by the Custodian as payments or distributions
with respect to Securities deposited in any Margin Account shall be dealt with
in accordance with the terms and conditions of the Margin Account Agreement.

4. The Custodian shall have a continuing lien and security interest
in and to any property at any time held by the Custodian in any Collateral
Account described herein. In accordance with applicable law the Custodian may
enforce its lien and realize on any such property whenever the Custodian has
made payment or delivery pursuant to any Put Option guarantee letter or similar
document or any receipt issued hereunder by the Custodian. In the event the
Custodian should realize on any such property net proceeds which are less than
the Custodian's obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed the Custodian by
the Fund within the scope of Article XIV herein.

5. On each business day the Custodian shall furnish the Fund with a
statement with respect to each Margin Account in which money or Securities are
held specifying as of the close of business on the previous business day: (a)
the name of the Margin Account; (b) the

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amount and kind of Securities held therein; and (c) the amount of money held
therein. The Custodian shall make available upon request to any broker, dealer,
or futures commission merchant specified in the name of a Margin Account a copy
of the statement furnished the Fund with respect to such Margin Account.

6. Promptly after the close of business on each business day in which
cash and/or Securities are maintained in a Collateral Account for any Series,
the Custodian shall furnish the Fund with a statement with respect to such
Collateral Account specifying the amount of cash and/or the amount and kind of
Securities held therein. No later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall furnish to the Custodian
a Certificate specifying the then market value of the Securities described in
such statement. In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put Option guarantee
letter or similar document, the Fund shall promptly specify in a Certificate the
additional cash and/or Securities to be deposited in such Collateral Account to
eliminate such deficiency.

ARTICLE XII

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. The Fund shall furnish to the Custodian a copy of the resolution
of the Board of Trustees of the Fund, certified by the Secretary, the Clerk, any
Assistant Secretary or any Assistant Clerk, either (i) setting forth with
respect to the Series specified therein the date of the declaration of a
dividend or distribution, the date of payment thereof, the record date as of
which shareholders entitled to payment shall be determined, the amount payable
per Share of such Series to the shareholders of record as of that date and the
total amount payable to the Dividend Agent and any sub-dividend agent or
co-dividend agent of the Fund on the payment date, or (ii) authorizing with
respect to the Series specified therein the declaration of dividends and
distributions on a daily basis and authorizing the Custodian to rely on Oral
Instructions or a Certificate setting forth the date of the declaration of such
dividend or distribution, the date of payment thereof, the record date as of
which shareholders entitled to payment shall be determined, the amount payable
per Share of such Series to the shareholders of record as of that date and the
total amount payable to the Dividend Agent on the payment date.

2. Upon the payment date specified in such resolution, Oral
Instructions or Certificate, as the case may be, the Custodian shall pay out of
the moneys held for the account of each Series the total amount payable to the
Dividend Agent and any sub-dividend agent or co-dividend agent of the Fund with
respect to such Series.

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ARTICLE XIII

SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any Shares, it shall deliver to the
Custodian a Certificate duly specifying:

(a) The Series, the number of Shares sold, trade date, and
price; and

(b) The amount of money to be received by the Custodian for the
sale of such Shares and specifically allocated to the separate account in the
name of such Series.

2. Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the separate account in the name of the Series for
which such money was received.

3. Upon issuance of any Shares of any Series described in the
foregoing provisions of this Article, the Custodian shall pay, out of the money
held for the account of such Series, all original issue or other taxes required
to be paid by the Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.

4. Except as provided hereinafter, whenever the Fund desires the
Custodian to make payment out of the money held by the Custodian hereunder in
connection with a redemption of any Shares, it shall furnish to the Custodian a
Certificate specifying:

(a) The number and Series of Shares redeemed; and

(b) The amount to be paid for such Shares.

5. Upon receipt from the Transfer Agent of an advice setting forth
the Series and number of Shares received by the Transfer Agent for redemption
and that such Shares are in good form for redemption, the Custodian shall make
payment to the Transfer Agent out of the moneys held in the separate account in
the name of the Series the total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.

6. Notwithstanding the above provisions regarding the redemption of
any Shares, whenever any Shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, the Custodian,
unless otherwise instructed by a Certificate, shall, upon receipt of an advice
from the Fund or its agent setting forth that the redemption is in good form for
redemption in accordance with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of the moneys held in
the separate account of the Series of the Shares being redeemed.

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ARTICLE XIV

OVERDRAFTS OR INDEBTEDNESS

1. If the Custodian, should in its sole discretion advance funds on
behalf of any Series which results in an overdraft because the moneys held by
the Custodian in the separate account for such Series shall be insufficient to
pay the total amount payable upon a purchase of Securities specifically
allocated to such Series, as set forth in a Certificate or Oral Instructions, or
which results in an overdraft in the separate account of such Series for some
other reason, or if the Fund is for any other reason indebted to the Custodian
with respect to a Series, including any indebtedness to Hancock Bank and Trust
under the Fund's Cash Management and Related Services Agreement, (except a
borrowing for investment or for temporary or emergency purposes using Securities
as collateral pursuant to a separate agreement and subject to the provisions of
paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund for such Series payable on demand
and shall bear interest from the date incurred at a rate per annum (based on a
360-day year for the actual number of days involved) equal to 1/2% over
Custodian's prime commercial lending rate in effect from time to time, such rate
to be adjusted on the effective date of any change in such prime commercial
lending rate but in no event to be less than 6% per annum. In addition, the Fund
hereby agrees that the Custodian shall have a continuing lien and security
interest in and to any property specifically allocated to such Series at any
time held by it for the benefit of such Series or in which the Fund may have an
interest which is then in the Custodian's possession or control or in possession
or control of any third party acting in the Custodian's behalf. The Fund
authorizes the Custodian, in its sole discretion, at any time to charge any such
overdraft or indebtedness together with interest due thereon against any balance
of account standing to such Series' credit on the Custodian's books. In
addition, the Fund hereby covenants that on each Business Day on which either it
intends to enter a Reverse Repurchase Agreement and/or otherwise borrow from a
third party, or which next succeeds a Business Day on which at the close of
business the Fund had outstanding a Reverse Repurchase Agreement or such a
borrowing, it shall prior to 9 a.m., Eastern time, advise the Custodian, in
writing, of each such borrowing, shall specify the Series to which the same
relates, and shall not incur any indebtedness not so specified other than from
the Custodian.

2. The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the Custodian)
from which it borrows money for investment or for temporary or emergency
purposes using Securities held by the Custodian hereunder as collateral for such
borrowings, a notice or undertaking in the form currently employed by any such
bank setting forth the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall promptly deliver to
the Custodian a Certificate specifying with respect to each such borrowing: (a)
the Series to which such borrowing relates; (b) the name of the bank, (c) the
amount and terms of the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund, or other loan
agreement, (d) the time and date, if known, on which the loan is to be entered
into, (e) the date on which the loan becomes due and payable, (f) the total
amount payable to the Fund on the borrowing date, (g) the market value of
Securities to be

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<PAGE>

delivered as collateral for such loan, including the name of the issuer, the
title and the number of shares or the principal amount of any particular
Securities, and (h) a statement specifying whether such loan is for investment
purposes or for temporary or emergency purposes and that such loan is in
conformance with the Investment Company Act of 1940 and the Fund's prospectus.
The Custodian shall deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any, against delivery
by the lending bank of the total amount of the loan payable, provided that the
same conforms to the total amount payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights therein given the
lending bank by virtue of any promissory note or loan agreement. The Custodian
shall deliver such Securities as additional collateral as may be specified in a
Certificate to collateralize further any transaction described in this
paragraph. The Fund shall cause all Securities released from collateral status
to be returned directly to the Custodian, and the Custodian shall receive from
time to time such return of collateral as may be tendered to it. In the event
that the Fund fails to specify in a Certificate the Series, the name of the
issuer, the title and number of shares or the principal amount of any particular
Securities to be delivered as collateral by the Custodian, the Custodian shall
not be under any obligation to deliver any Securities.

ARTICLE XV

INSTRUCTIONS

1. With respect to any software provided by the Custodian to a Fund
in order for the Fund to transmit Instructions to the Custodian (the
"Software"), the Custodian grants to such Fund a personal, nontransferable and
nonexclusive license to use the Software solely for the purpose of transmitting
Instructions to, and receiving communications from, the Custodian in connection
with its account(s). The Fund agrees not to sell, reproduce, lease or otherwise
provide, directly or indirectly, the Software or any portion thereof to any
third party without the prior written consent of the Custodian.

2. The Fund shall obtain and maintain at its own cost and expense all
equipment and services, including but not limited to communications services,
necessary for it to utilize the Software and transmit Instructions to the
Custodian. The Custodian shall not be responsible for the reliability,
compatibility with the Software or availability of any such equipment or
services or the performance or nonperformance by any nonparty to this Agreement.

3. The Fund acknowledges that the Software, all data bases made
available to the Fund by utilizing the Software (other than data bases relating
solely to the assets of the Fund and transactions with respect thereto), and any
proprietary data, processes, information and documentation (other than which are
or become part of the public domain or are legally required to be made available
to the public) (collectively, the "Information"), are the exclusive and
confidential property of the Custodian. The Fund shall keep the Information
confidential by using the same care and discretion that the Fund uses with
respect to its own confidential

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<PAGE>

property and trade secrets and shall neither make nor permit any disclosure
without the prior written consent of the Custodian. Upon termination of this
Agreement or the Software license granted hereunder for any reason, the Fund
shall return to the Custodian all copies of the Information which are in its
possession or under its control or which the Fund distributed to third parties.

4. The Custodian reserves the right to modify the Software from time
to time upon reasonable prior notice and the Fund shall install new releases of
the Software as the Custodian may direct. The Fund agrees not to modify or
attempt to modify the Software without the Custodian's prior written consent.
The Fund acknowledges that any modifications to the Software, whether by the
Fund or the Custodian and whether with or without the Custodian's consent, shall
become the property of the Custodian.

5. The Custodian makes no warranties or representations of any kind
with regard to the Software or the method(s) by which the Fund may transmit
Instructions to the Custodian, express or implied, including but not limited to
any implied warranties or merchantability or fitness for a particular purpose.

6. Where the method for transmitting Instructions by the Fund
involves an automatic systems acknowledgment by the Custodian of its receipt of
such Instructions, then in the absence of such acknowledgment the Custodian
shall not be liable for any failure to act pursuant to such Instructions the
Fund may not claim that such Instructions were received by the Custodian, and
the Fund shall deliver a Certificate by some other means.

7. (a) The Fund agrees that where it delivers to the Custodian
Instructions hereunder, it shall be the Fund's sole responsibility to ensure
that only persons duly authorized by the Fund transmit such Instructions to the
Custodian. The Fund will cause all persons transmitting Instructions to the
Custodian to treat applicable user and authorization codes, passwords and
authentication keys with extreme care, and irrevocably authorizes the Custodian
to act in accordance with and rely upon Instructions received by it pursuant
hereto.

(b) The Fund hereby represents, acknowledges and agrees that it
is fully informed of the protections and risks associated with the various
methods of transmitting Instructions to the Custodian and that there may be more
secure methods of transmitting instructions to the Custodian than the method(s)
selected by the Fund. The Fund hereby agrees that the security procedures (if
any) to be followed in connection with the Fund's transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its
particular needs and circumstances.

8. The Fund hereby presents, warrants and covenants to the Custodian
that this Agreement has been duly approved by a resolution of its Board of
Trustees, and that its transmission of Instructions pursuant hereto shall at all
times comply with the Investment Company Act of 1940, as amended.

25
<PAGE>

9. The Fund shall notify the Custodian of any errors, omissions or
interruptions in, or delay or unavailability of, its ability to send
Instructions as promptly as practicable, and in any event within 24 hours after
the earliest of (i) discovery thereof, (ii) the Business Day on which discovery
should have occurred through the exercise of reasonable care and (iii) in the
case of any error, the date of actual receipt of the earliest notice which
reflects such error, it being agreed that discovery and receipt of notice may
only occur on a business day. The Custodian shall promptly advise the Fund
whenever the Custodian learns of any errors, omissions or interruption in, or
delay or unavailability of, the Fund's ability to send Instructions.

ARTICLE XVI

DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES

1. The Custodian is authorized and instructed to employ, as
sub-custodian for each Series' Foreign Securities (as such term is defined in
paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, as
amended) and other assets, the foreign banking institutions and foreign
securities depositories and clearing agencies designated on Schedule I hereto
("Foreign Sub-Custodians") to carry out their respective responsibilities in
accordance with the terms of the sub-custodian agreement between each such
Foreign Sub-Custodian and the Custodian, copies of which have been previously
delivered to the Fund and receipt of which is hereby acknowledged (each such
agreement, a "Foreign Sub-Custodian Agreement"). Upon receipt of a Certificate,
together with a certified resolution substantially in the form attached as
Exhibit E of the Fund's Board of Trustees, the Fund may designate any additional
foreign sub-custodian with which the Custodian has an agreement for such entity
to act as the Custodian's agent, as its sub-custodian and any such additional
foreign sub-custodian shall be deemed added to Schedule I. Upon receipt of a
Certificate from the Fund, the Custodian shall cease the employment of any one
or more Foreign Sub-Custodians for maintaining custody of the Fund's assets and
such Foreign Sub-Custodian shall be deemed deleted from Schedule I.

2. Each Foreign Sub-Custodian Agreement shall be substantially in the
form previously delivered to the Fund and will not be amended in a way that
materially adversely affects the Fund without the Fund's prior written consent.

3. The Custodian shall identify on its books as belonging to each
Series of the Fund the Foreign Securities of such Series held by each Foreign
Sub-Custodian. At the election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect to any claims by the Fund
or any Series against a Foreign Sub-Custodian as a consequence of any loss,
damage, cost, expense, liability or claim sustained or incurred by the Fund or
any Series if and to the extent that the Fund or such Series has not been made
whole for any such loss, damage, cost, expense, liability or claim.

26
<PAGE>

4. Upon request of the Fund, the Custodian will, consistent with the
terms of the applicable Foreign Sub-Custodian Agreement, use reasonable efforts
to arrange for the independent accountants of the Fund to be afforded access to
the books and records of any Foreign Sub-Custodian insofar as such books and
records relate to the performance of such Foreign Sub-Custodian under its
agreement with the Custodian on behalf of the Fund.

5. The Custodian will supply to the Fund from time to time, as
mutually agreed upon, statements in respect of the securities and other assets
of each Series held by Foreign Sub-Custodians, including but not limited to, an
identification of entities having possession of each Series' Foreign Securities
and other assets, and advice or notifications of any transfers of Foreign
Securities to or from each custodial account maintained by a Foreign
Sub-Custodian for the Custodian on behalf of the Series.

6. The Custodian shall furnish annually to the Fund, as mutually
agreed upon, information concerning the Foreign Sub-Custodians employed by the
Custodian. Such information shall be similar in kind and scope to that furnished
to the Fund in connection with the Fund's initial approval of such Foreign
Sub-Custodians and, in any event, shall include information pertaining to (i)
the Foreign Custodians' financial strength, general reputation and standing in
the countries in which they are located and their ability to provide the
custodial services required, and (ii) whether the Foreign Sub-Custodians would
provide a level of safeguards for safekeeping and custody of securities not
materially different form those prevailing in the United States. The Custodian
shall monitor the general operating performance of each Foreign Sub-Custodian.
The Custodian agrees that it will use reasonable care in monitoring compliance
by each Foreign Sub-Custodian with the terms of the relevant Foreign
Sub-Custodian Agreement and that if it learns of any breach of such Foreign
Sub-Custodian Agreement believed by the Custodian to have a material adverse
effect on the Fund or any Series it will promptly notify the Fund of such
breach. The Custodian also agrees to use reasonable and diligent efforts to
enforce its rights under the relevant Foreign Sub-Custodian Agreement.

7. The Custodian shall transmit promptly to the Fund all notices,
reports or other written information received pertaining to the Fund's Foreign
Securities, including without limitation, notices of corporate action, proxies
and proxy solicitation materials.

8. Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of any Series and
delivery of securities maintained for the account of such Series may be effected
in accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer.

9. Notwithstanding any other provision in this Agreement to the
contrary, with respect to any losses or damages arising out of or relating to
any actions or omissions of any

27
<PAGE>

Foreign Sub-Custodian the sole responsibility and liability of the Custodian
shall be to take appropriate action at the Fund's expense to recover such loss
or damage from the Foreign Sub-Custodian. It is expressly understood and agreed
that the Custodian's sole responsibility and liability shall be limited to
amounts so recovered from the Foreign Sub-Custodian.

ARTICLE XVII

FX TRANSACTIONS

1. Whenever the Fund shall enter into an FX Transaction, the Fund
shall promptly deliver to the Custodian a Certificate or Oral Instructions
specifying with respect to such FX Transaction: (a) the Series to which such FX
Transaction is specifically allocated; (b) the type and amount of Currency to be
purchased by the Fund; (c) the type and amount of Currency to be sold by the
Fund; (d) the date on which the Currency to be purchased is to be delivered; (e)
the date on which the Currency to be sold is to be delivered; and (f) the name
of the person from whom or through whom such currencies are to be purchased and
sold. Unless otherwise instructed by a Certificate or Oral Instructions, the
Custodian shall deliver, or shall instruct a Foreign Sub-Custodian to deliver,
the Currency to be sold on the date on which such delivery is to be made, as set
forth in the Certificate, and shall receive, or instruct a Foreign Sub-Custodian
to receive, the Currency to be purchased on the date as set forth in the
Certificate.

2. Where the Currency to be sold is to be delivered on the same day
as the Currency to be purchased, as specified in the Certificate or Oral
Instructions, the Custodian or a Foreign Sub-Custodian may arrange for such
deliveries and receipts to be made in accordance with the customs prevailing
from time to time among brokers or dealers in Currencies, and such receipt and
delivery may not be completed simultaneously. The Fund assumes all
responsibility and liability for all credit risks involved in connection with
such receipts and deliveries, which responsibility and liability shall continue
until the Currency to be received by the Fund has been received in full.

3. Any foreign exchange transaction effected by the Custodian in
connection with this Agreement may be entered with the Custodian, any office,
branch or subsidiary of Hancock Bank and Trust Company, Inc., or any Foreign
Sub-Custodian acting as principal or otherwise through customary banking
channels. The Fund may issue a standing Certificate with respect to foreign
exchange transactions but the Custodian may establish rules or limitations
concerning any foreign exchange facility made available to the Fund. The Fund
shall bear all risks of investing in Securities or holding Currency. Without
limiting the foregoing, the Fund shall bear the risks that rules or procedures
imposed by a Foreign Sub-Custodian or foreign depositories, exchange controls,
asset freezes or other laws, rules, regulations or orders shall prohibit or
impose burdens or costs on the transfer to, by or for the account of the Fund of
Securities or any cash held outside the Fund's jurisdiction or denominated in
Currency other than its home jurisdiction or the conversion of cash from one
Currency into another currency. The Custodian shall not be obligated to
substitute another Currency for a Currency (including a Currency that is a
component of a Composite Currency

28
<PAGE>

Unit) whose transferability, convertibility or availability has been affected by
such law, regulation, rule or procedure. Neither the Custodian nor any Foreign
Sub-Custodian shall be liable to the Fund for any loss resulting from any of the
foregoing events.

ARTICLE XVIII

CONCERNING THE CUSTODIAN

1. Except as hereinafter provided, or as provided in Article XVI,
neither the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to act or
otherwise, either hereunder or under any Margin Account Agreement, except for
any such loss or damage arising out of its own negligence or willful misconduct.
In no event shall the Custodian be liable to the Fund or any third party for
special, indirect or consequential damages or lost profits or loss of business,
arising under or in connection with this Agreement, even if previously informed
of the possibility of such damages and regardless of the form of action. The
Custodian may, with respect to questions of law arising hereunder or under any
Margin Account Agreement, apply for and obtain the advice and opinion of counsel
to the Fund, at the Fund's expense, or of its own counsel, which shall be at the
expense of the Fund only if the Fund has approved such expense, and otherwise
shall be at the Custodian's own expense, and shall be fully protected with
respect to anything done or omitted by it in good faith in conformity with such
advice or opinion. The Custodian shall be liable to the Fund for any loss or
damage resulting from the use of the Book-Entry System or any Depository arising
by reason of any negligence or willful misconduct on the part of the Custodian
or any of its employees or agents.

2. Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be liable for:

(a) The validity of the issue of any Securities purchased,
sold, or written by or for the Fund, the legality of the purchase, sale or
writing thereof, or the propriety of the amount paid or received therefor;

(b) The legality of the sale or redemption of any Shares, or
the propriety of the amount to be received or paid therefor;

(d) The legality of any borrowing by the Fund using Securities
as collateral;

(e) The legality of any loan of portfolio Securities, nor shall
the Custodian be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer, or financial institution or held
by it at any time as a result of such loan of portfolio Securities of the Fund
is adequate collateral for the Fund against any loss it might sustain as a
result of such loan. The Custodian specifically, but not by way of limitation,
shall not be

29
<PAGE>

under any duty or obligation periodically to check or notify the Fund that the
amount of such cash collateral held by it for the Fund is sufficient collateral
for the Fund, but such duty or obligation shall be the sole responsibility of
the Fund. In addition, the Custodian shall be under no duty or obligation to see
that any broker, dealer or financial institution to which portfolio Securities
of the Fund are lent pursuant to Article X of this Agreement makes payment to it
of any dividends or interest which are payable to or for the account of the Fund
during the period of such loan or at the termination of such loan, provided,
however, that the Custodian shall promptly notify the Fund in the event that
such dividends or interest are not paid and received when due; or

(f) The sufficiency or value of any amounts of money and/or
Securities held in any Margin Account, Senior Security Account or Collateral
Account in connection with transactions by the Fund. In addition, the Custodian
shall be under no duty or obligation to see that any broker, dealer, futures
commission merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be entitled to
receive from such broker, dealer, futures commission merchant or Clearing
Member, to see that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the amount the Fund is
entitled to receive, or to notify the Fund of the Custodian's receipt or
non-receipt of any such payment.

3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft, or
other instrument for the payment of money, received by it on behalf of the Fund
until the Custodian actually receives and collects such money directly or by the
final crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.

4. The Custodian shall have no responsibility and shall not be liable
for ascertaining or acting upon any calls, conversions, exchange offers,
tenders, interest rate changes or similar matters relating to Securities held in
the Depository, unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any responsibility or
liability for the failure of the Depository to collect, or for the late
collection or late crediting by the Depository of any amount payable upon
Securities deposited in the Depository which may mature or be redeemed, retired,
called or otherwise become payable. However, upon receipt of a Certificate from
the Fund of an overdue amount on Securities held in the Depository the Custodian
shall make a claim against the Depository on behalf of the Fund, except that the
Custodian shall not be under any obligation to appear in, prosecute or defend
any action suit or proceeding in respect to any Securities held by the
Depository which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be required.

5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the Transfer
Agent of the Fund nor to take any action to effect payment or distribution by
the Transfer Agent of the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agreement.

30
<PAGE>

6. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount if the Securities upon which such
amount is payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.

7. The Custodian may in addition to the employment of Foreign
Sub-Custodians pursuant to Article XVI appoint one or more banking institutions
as Depository or Depositories, as Sub-Custodian or Sub-Custodians, or as
Co-Custodian or Co-Custodians including, but not limited to, banking
institutions located in foreign countries, of Securities and moneys at any time
owned by the Fund, upon such terms and conditions as may be approved in a
Certificate or contained in an agreement executed by the Custodian, the Fund and
the appointed institution.

8. The Custodian shall not be under any duty or obligation (a) to
ascertain whether any Securities at any time delivered to, or held by it or by
any Foreign Sub-Custodian, for the account of the Fund and specifically
allocated to a Series are such as properly may be held by the Fund or such
Series under the provisions of its then current prospectus, or (b) to ascertain
whether any transactions by the Fund, whether or not involving the Custodian,
are such transactions as may properly be engaged in by the Fund.

9. The Custodian shall be entitled to receive and the Fund agrees to
pay to the Custodian such out-of-pocket expenses and such compensation as are
specified on Exhibit F hereto, as such Exhibit may be amended from time to time
by the Custodian and the Fund. The Custodian may charge such compensation and
any expenses with respect to a Series incurred by the Custodian in the
performance of its duties pursuant to such agreement against any money
specifically allocated to such Series. Unless and until the Fund instructs the
Custodian by a Certificate to apportion any loss, damage, liability or expense
among the Series in a specified manner, the Custodian shall also be entitled to
charge against any money held by it for the account of a Series such Series pro
rata share (based on such Series net asset value at the time of the charge to
the aggregate net asset value of all Series at that time) of the amount of any
loss, damage, liability or expense, including counsel fees, for which it shall
be entitled to reimbursement under the provisions of this Agreement. The
expenses for which the Custodian shall be entitled to reimbursement hereunder
shall include, but are not limited to, the expenses of sub-custodians and
foreign branches of the Custodian incurred in settling transactions involving
the purchase and sale of Securities of the Fund.

10. The Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate. The Custodian shall be entitled
to rely upon any Oral Instructions actually received by the Custodian
hereinabove provided for. The Fund agrees to forward to the Custodian a
Certificate or facsimile thereof confirming such Oral Instructions in such
manner so that such Certificate or facsimile thereof is received by the
Custodian, whether by hand delivery, telecopier or other similar device, or
otherwise, by the close of business of the same day that such Oral Instructions
are given to the Custodian. The Fund agrees that the fact that

31
<PAGE>

such confirming instructions are not received, or that contrary instructions are
received, by the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in
acting upon Oral Instructions given to the Custodian hereunder concerning such
transactions provided such instructions reasonably appear to have been received
from an Officer.

11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any Margin
Account Agreement. Without limiting the generality of the foregoing, the
Custodian shall be under no duty to inquire into, and shall not be liable for,
the accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any specification of
any amount to be paid to a broker, dealer, futures commission merchant or
Clearing Member.

12. The books and records pertaining to the Fund which are in the
possession of the Custodian shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as amended, and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representatives, shall have
access to such books and records during the Custodian's normal business hours.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Custodian to the Fund or the Fund's authorized
representative, and the Fund shall reimburse the Custodian its expenses of
providing such copies. Upon reasonable request of the Fund, the Custodian shall
provide in hard copy or on micro-film, whichever the Custodian elects, any
records included in any such delivery which are maintained by the Custodian on a
computer disc, or are similarly maintained, and the Fund shall reimburse the
Custodian for its expenses of providing such hard copy or micro-film.

13. The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the Book-Entry
System, the Depository or O.C.C., and with such reports on its own systems of
internal accounting control as the Fund may reasonably request from time to
time.

14. The Fund agrees to indemnify the Custodian against and save the
Custodian harmless from all liability, claims, losses and demands whatsoever,
including attorney's fees, howsoever arising or incurred because of or in
connection with this Agreement, including the Custodian's payment or non-payment
of checks pursuant to paragraph 6 of Article XIII as part of any check
redemption privilege program of the Fund, except for any such liability, claim,
loss and demand arising out of the Custodian's own negligence or willful
misconduct.

15. Subject to the foregoing provisions of this Agreement, including,
without limitation, those contained in Article XVI and XVII the Custodian may
deliver and receive Securities, and receipts with respect to such Securities,
and arrange for payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or dealers in such
Securities. When the Custodian is instructed to deliver

32
<PAGE>

Securities against payment, delivery of such Securities and receipt of payment
therefor may not be completed simultaneously. The Fund assumes all
responsibility and liability for all credit risks involved in connection with
the Custodian's delivery of Securities pursuant to instructions of the Fund,
which responsibility and liability shall continue until final payment in full
has been received by the Custodian.

16. The Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.

ARTICLE XIX

TERMINATION

1. Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than ninety (90) days after the date of
giving of such notice. In the event such notice is given by the Fund, it shall
be accompanied by a copy of a resolution of the Board of Trustees of the Fund,
certified by the Secretary, the Clerk, any Assistant Secretary or any Assistant
Clerk, electing to terminate this Agreement and designating a successor
custodian or custodians, each of which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus and undivided profits. In
the event such notice is given by the Custodian, the Fund shall, on or before
the termination date, deliver to the Custodian a copy of a resolution of the
Board of Trustees of the Fund, certified by the Secretary, the Clerk, any
Assistant Secretary or any Assistant Clerk, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the Custodian may
designate a successor custodian which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon
the date set forth in such notice this Agreement shall terminate, and the
Custodian shall upon receipt of a notice of acceptance by the successor
custodian on that date deliver directly to the successor custodian all
Securities and moneys then owned by the Fund and held by it as Custodian, after
deducting all fees, expenses and other amounts for the payment or reimbursement
of which it shall then be entitled.

2. If a successor custodian is not designated by the Fund or the
Custodian in accordance with the preceding paragraph, the Fund shall upon the
date specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and moneys then owned
by the Fund be deemed to be its own custodian and the Custodian shall thereby be
relieved of all duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities held in the Book Entry System which
cannot be delivered to the Fund to hold such Securities hereunder in accordance
with this Agreement.

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<PAGE>

ARTICLE XX

MISCELLANEOUS

1. Annexed hereto as Appendix A is a Certificate signed by two of the
present Officers of the Fund under its seal, setting forth the names and the
signatures of the present Officers. The Fund agrees to furnish to the Custodian
a new Certificate in similar form in the event that any such present Officer
ceases to be an Officer or in the event that other or additional Officers are
elected or appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the provisions of this
Agreement upon Oral Instructions or signatures of the present Officers as set
forth in the last delivered Certificate.

2. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at [One
Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi], or at such other place as
the Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its office at the address
for the Fund first above written, or at such other place as the Fund may from
time to time designate in writing.

4. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality as this
Agreement and approved by a resolution of the Board of Trustees of the Fund.

5. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the written
consent of the Custodian, or by the Custodian without the written consent of the
Fund, authorized or approved by a resolution of the Fund's Board of Trustees.

6. This Agreement shall be construed in accordance with the laws of
the [State of Mississippi] without giving effect to conflict of laws principles
thereof. Each party hereby consents to the jurisdiction of a state or federal
court situated in [the State of Mississippi] in connection with any dispute
arising hereunder and hereby waives its right to trial by jury.

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

8. A copy of the Declaration of Trust of the Fund is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and

34
<PAGE>

that the obligations of this instrument are not binding upon any of the Trustees
or shareholders individually but are binding only upon the assets and property
of the Fund; provided, however, that the Declaration of Trust of the Fund
provides that the assets of a particular Series of the Fund shall under no
circumstances be charged with liabilities attributable to any other Series of
the Fund and that all persons extending credit to, or contracting with or having
any claim against a particular Series of the Fund shall look only to the assets
of that particular Series for payment of such credit, contract or claim.

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

THE ARBOR FUND

[SEAL] By: ______________________________
President

Attest:

______________________________
HANCOCK BANK AND TRUST

[SEAL]
By: ______________________________
Name:
Title:

Attest:

______________________________

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<PAGE>

APPENDIX A

I, , President and I,
_____________________________________ of THE ARBOR FUND, a Massachusetts
business trust (the "Fund"), do hereby certify that:

The following individuals serve in the following positions with the Fund
and each has been duly elected or appointed by the Board of Trustees of the Fund
to each such position and qualified therefor in conformity with the Fund's
Declaration of Trust and By-Laws, and the signatures set forth opposite their
respective names are their true and correct signatures:

Name Position Signature

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

<PAGE>

APPENDIX B

SERIES

Taxable Money Market Fund
Tax Exempt Money Market Fund
Total Return Bond Fund
Equity Fund

<PAGE>

APPENDIX C

I, _________________________ , a Vice President with HANCOCK BANK AND
TRUST do hereby designate the following publications:

The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
JJ Kenney Municipal Bond Service
London Financial Times
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal

<PAGE>

EXHIBIT A

CERTIFICATION

The undersigned, , hereby certifies that he
or she is the duly elected and acting of THE ARBOR FUND, a
Massachusetts business trust (the "Fund"), and further certifies that the
following resolution was adopted by the Board of Trustees of the Fund at a
meeting duly held on , 2000, at which a quorum was at all times
present and that such resolution has not been modified or rescinded and is in
full force and effect as of the date hereof.

RESOLVED, that Hancock Bank and Trust, as Custodian pursuant to a
Custody Agreement between Hancock Bank and Trust and the Fund dated as of
, 2000, (the "Custody Agreement") is authorized and
instructed on a continuous and ongoing basis to deposit in the Book-Entry
System, as defined in the Custody Agreement, all securities eligible for
deposit therein, regardless of the Series to which the same are
specifically allocated, and to utilize the Book-Entry System to the
extent possible in connection with its performance thereunder, including,
without limitation, in connection with settlements of purchases and sales
of securities, loans of securities, and deliveries and returns of
securities collateral.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE ARBOR
FUND, as of the day of , 2000.

______________________________

[SEAL]

<PAGE>

EXHIBIT B

CERTIFICATION

The undersigned, , hereby
certifies that he or she is the duly elected and acting of
THE ARBOR FUND, a Massachusetts business trust (the "Fund"), and further
certifies that the following resolution was adopted by the Board of Trustees of
the Fund at a meeting duly held on , 2000, at which a quorum was
at all times present and that such resolution has not been modified or rescinded
and is in full force and effect as of the date hereof.

RESOLVED, that Hancock Bank and Trust, as Custodian pursuant to a
Custody Agreement between Hancock Bank and Trust and the Fund dated as of
, 2000, (the "Custody Agreement") is authorized and
instructed on a continuous and ongoing basis until such time as it
receives a Certificate, as defined in the Custody Agreement, to the
contrary to deposit in the Depository, as defined in the Custody
Agreement, all securities eligible for deposit therein, regardless of the
Series to which the same are specifically allocated, and to utilize the
Depository to the extent possible in connection with its performance
thereunder, including, without limitation, in connection with settlements
of purchases and sales of securities, loans of securities, and deliveries
and returns of securities collateral.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE ARBOR
FUND, as of the day of , 2000.

______________________________

[SEAL]

<PAGE>

EXHIBIT B-1

CERTIFICATION

The undersigned, , hereby certifies that he or she
is the duly elected and acting of THE ARBOR FUND, a
Massachusetts business trust (the "Fund"), and further certifies that the
following resolution was adopted by the Board of Trustees of the Fund at a
meeting duly held on , 2000, at which a quorum was at all
times present and that such resolution has not been modified or rescinded and is
in full force and effect as of the date hereof.

RESOLVED, that Hancock Bank and Trust, as Custodian pursuant to a
Custody Agreement between Hancock Bank and Trust and the Fund dated as of
, 2000, (the "Custody Agreement") is authorized and
instructed on a continuous and ongoing basis until such time as it
receives a Certificate, as defined in the Custody Agreement, to the
contrary to deposit in the Participants Trust Company as Depository, as
defined in the Custody Agreement, all securities eligible for deposit
therein, regardless of the Series to which the same are specifically
allocated, and to utilize the Participants Trust Company to the extent
possible in connection with its performance thereunder, including,
without limitation, in connection with settlements of purchases and sales
of securities, loans of securities, and deliveries and returns of
securities collateral.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE ARBOR
FUND, as of the day of , 2000.

______________________________

[SEAL]

<PAGE>

EXHIBIT C

CERTIFICATION

RESOLVED, that The Hancock Bank and Trust, as Custodian pursuant
to a Custody Agreement between Hancock Bank and Trust and the Fund dated
as of , 2000, (the "Custody Agreement") is authorized
and instructed on a continuous and ongoing basis until such time as it
receives a Certificate, as defined in the Custody Agreement, to the
contrary, to accept, utilize and act with respect to Clearing Member
confirmations for Options and transaction in Options, regardless of the
Series to which the same are specifically allocated, as such terms are
defined in the Custody Agreement, as provided in the Custody Agreement.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE ARBOR
FUND, as of the day of , 2000.

______________________________

[SEAL]

<PAGE>

EXHIBIT D

The undersigned, , hereby certifies that he or
she is the duly elected and acting of THE ARBOR FUND, a
Massachusetts business trust (the "Fund"), further certifies that the following
resolutions were adopted by the Board of Trustees of the Fund at a meeting duly
held on , 2000, at which a quorum was at all times present and
that such resolutions have not been modified or rescinded and are in full force
and effect as of the date hereof.

RESOLVED, that Hancock Bank and Trust, as Custodian pursuant to the
Custody Agreement between Hancock Bank and Trust and the Fund dated as of
, 2000 (the "Custody Agreement") is authorized and instructed on
a continuous and ongoing basis to act in accordance with, and to rely on
Instructions (as defined in the Custody Agreement).

RESOLVED, that the Fund shall establish access codes and grant use of
such access codes only to Officers of the Fund as defined in the Custody
Agreement, shall establish internal safekeeping procedures to safeguard and
protect the confidentiality and availability of user and access codes, passwords
and authentication keys, and shall use Instructions only in a manner that does
not contravene the Investment Company Act of 1940, as amended, or the rules and
regulations thereunder.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE ARBOR
FUND, as of the day of , 2000.

______________________________

[SEAL]

<PAGE>

EXHIBIT E

The undersigned, , hereby certifies
that he or she is the duly elected and acting of THE ARBOR
FUND, a Massachusetts business trust (the "Fund"), further certifies that the
following resolutions were adopted by the Board of Trustees of the Fund at a
meeting duly held on , 2000, at which a quorum was at all times
present and that such resolutions have not been modified or rescinded and are in
full force and effect as of the date hereof.

RESOLVED, that the maintenance of the Fund's assets in each country
listed in Schedule I hereto be, and hereby is, approved by the Board of Trustees
as consistent with the best interests of the Fund and its shareholders; and
further

RESOLVED, that the maintenance of the Fund's assets with the foreign
branches of Hancock Bank and Trust (the "Bank") listed in Schedule I located in
the countries specified therein, and with the foreign sub-custodians and
depositories listed in Schedule I located in the countries specified therein be,
and hereby is, approved by the Board of Trustees as consistent with the best
interest of the Fund and its shareholders; and further

RESOLVED, that the Sub-custodian Agreements presented to this meeting
between the Bank and each of the foreign sub-custodians and depositories listed
in Schedule I providing for the maintenance of the Fund's assets with the
applicable entity, be and hereby are, approved by the Board of Trustees as
consistent with the best interests of the Fund and its shareholders; and further

RESOLVED, that the appropriate officers of the Fund are hereby authorized
to place assets of the Fund with the aforementioned foreign branches and foreign
sub-custodians and depositories as hereinabove provided; and further

RESOLVED, that the appropriate officers of the Fund, or any of them, are
authorized to do any and all other acts, in the name of the Fund and on its
behalf, as they, or any of them, may determine to be necessary or desirable and
proper in connection with or in furtherance of the foregoing resolutions.

IN WITNESS WHEREOF, I hereunto set my hand and the seal of THE ARBOR
FUND, as of the day of , 2000.

______________________________

[SEAL]

<PAGE>

EXHIBIT F

DOMESTIC CUSTODY FEE SCHEDULE
FOR
THE ARBOR FUND

SAFEKEEPING/INCOME COLLECTION/ALL REPORTING/DTC-ID AFFIRMATIONS/TRANSMISSION OF
POSITIONS

3 basis points per annum of the average daily net assets per series
listed on Appendix B.

MINIMUM FEE

[There will be a minimum fee of $250 per month, per series listed on
Appendix B.]

SECURITY TRANSACTION CHARGES

$ 8 Book-Entry Settlements/Paydowns - DTC/FRB/PTC
$15 Physical settlement transactions, options, and futures
$40 Euro C/D's

FEDERAL FUNDS WIRES/OFFICIAL CHECKS

$ 6 for wires not related to securities transactions and checks
requested to pay your corporate expenses.

OUT-OF-POCKET EXPENSES

None

BILLING CYCLE

The above fees will be billed on a monthly basis.

<PAGE>

HANCOCK BANK TAXABLE MONEY MARKET FUND
HANCOCK BANK TAX EXEMPT MONEY MARKET FUND
HANCOCK BANK TOTAL RETURN BOND FUND
HANCOCK BANK EQUITY FUND

SCHEDULE DATED MAY 31, 2000
TO THE ADMINISTRATION AGREEMENT
DATED JANUARY 28, 1993
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ARBOR FUND
AND
SEI FUND RESOURCES

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation for services rendered to the Hancock Bank Funds (the
"Portfolios") at an annual rate, which is calculated daily and paid monthly,
according to the following schedule:

----------------------------------------------------------------------------
FEE (AS A PERCENTAGE OF AGGREGATE AVERAGE AGGREGATE TRUST ASSETS
ANNUAL ASSETS)
----------------------------------------------------------------------------
0.15% First $100 million
----------------------------------------------------------------------------
0.125% next $250 million
----------------------------------------------------------------------------
0.10% next $400 million
----------------------------------------------------------------------------
0.08% over $750 million
----------------------------------------------------------------------------

The foregoing fee is subject to an annual minimum as follows:

The Trust's cumulative minimum annual fee for the initial four Portfolios:

$250,000 in the first year, broken down as follows:
*$200,000 in the first 6 months (calculated on an annualized basis)
$300,000 in the next 6 months (calculated on an annualized basis)
$300,000 in the second year
$400,000 in years three, four and five

* Minimums during the first 6 months of this
Agreement will accrue each month, and, if not paid
monthly, the total amount due for the 6 months will
be paid in full in the 7th month.

A maximum of five new Portfolios (in addition to the original four as noted
above) may be opened and applied to the cumulative pricing model during the

1
<PAGE>

original five year term. The following sets forth the cumulative
minimum annual fee for the Trust for the specified number of
Portfolios:

Year 1 Year 2 Year 3 and After
5 Portfolios $350,000 $400,000 $500,000
6 Portfolios $475,000 $525,000 $625,000
7 Portfolios $625,000 $675,000 $775,000
8 Portfolios $800,000 $850,000 $950,000
9 Portfolios $1,000,000 $1,050,000 $1,150,000

For the tenth Portfolio and each Portfolio opened thereafter, the
Trust will pay a minimum fee of $75,000 per Portfolio in addition to
the cumulative minimum set forth above.

The minimum annual fee for each additional class of Shares of a
Portfolio established after the initial three (3) classes of Shares per
Portfolio is $10,000.

The Trust will be separately charged $6 per call for each incoming and
outgoing investor service call. Further, if the Trust opens a Portfolio
or a class directed toward retail investors, the Trust will use the
Administrator's Voice Response Unit at the then-prevailing fee.

Term: This Agreement shall become effective on May 31, 2000 and shall remain
in effect for an Initial Term of five (5) years from such date and,
thereafter, for successive Renewal Terms of three (3) years each,
unless and until this Agreement is terminated by providing at least
ninety (90) days notice prior to the date of expiration.

<PAGE>

THE ARBOR FUND

AMENDED AND RESTATED RULE 18f-3
MULTIPLE CLASS PLAN

FEBRUARY 2000

The Arbor Fund (the "Trust"), a registered investment company that consists of a
number of separately managed funds, has elected to rely on Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act"), in offering
multiple classes of shares in each fund listed on Schedules attached hereto
(each a "Fund" and together the "Funds").

A. ATTRIBUTES OF SHARE CLASSES

1. The rights of each class of shares of the Funds shall be as set forth
in the respective Certificate of Class Designation for each class
(each a "Certificate") as each such Certificate is attached as
Exhibits hereto.

2. With respect to each class of shares created hereunder, each share of
a Fund will represent an equal PRO RATA interest in the Fund and will
have identical terms and conditions, except that: (i) each new class
will have a different class name (or other designation) that
identifies the class as separate from any other class; (ii) each class
will be offered and sold only to investors meeting the qualifications
set forth in the Certificate and disclosed in the Trust's
prospectus(es); (iii) each class will separately bear any distribution
fees that are payable in connection with a distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act (a "Distribution Plan"), and
separately bear any service fees ("service fees") that are payable
under any service agreement entered into with respect to that class
which are not contemplated by or within the scope of the Distribution
Plan; (iv) each class may bear, consistent with rulings and other
published statements of position by the Internal Revenue Service, the
expenses of the Fund's operations which are directly attributable to
such class ("Class Expenses"); and (v) shareholders of each class will
have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to such class (such as a Distribution
Plan or service agreement relating to such class), and will have
separate voting rights on any matter submitted to shareholders in
which the interests of that class differ from the interests of any
other class.

B. EXPENSE ALLOCATIONS

1. With respect to each Fund, the expenses of each class shall be
allocated as follows: (i) any Rule 12b-1 fees relating to a particular
class of shares associated with a Distribution

<PAGE>

Plan or service fees relating to a particular class of shares are (or
will be) borne exclusively by that class; (ii) any incremental
transfer agency fees relating to a particular class are (or will be)
borne exclusively by that class; and (iii) Class Expenses relating to
a particular class are (or will be) borne exclusively by that class.

2. Non-class specific expenses shall be allocated in accordance with Rule
18f-3(c).

C. AMENDMENT OF PLAN; PERIODIC REVIEW

1. This Plan must be amended, as necessary, to properly describe (through
additional Exhibits hereto) any new class of shares approved by the
Board.

2. The Board of Trustees of the Trust, including a majority of the
Trustees who are not "interested persons" of the Trust as defined in
the 1940 Act, must review this Plan at least annually for its
continued appropriateness, and must approve any material amendment of
the Plan as it relates to any class covered by the Plan. In approving
any material amendment to the Plan, the Trustees, including a majority
of the Trustees who are not interested persons of the Trust, must find
that the amendment is in the best interests of each class individually
and the Trust as a whole.

<PAGE>

SCHEDULE A

Golden Oak Family of Funds

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
------------------------------------
MONEY MARKET PORTFOLIOS INSTITUTIONAL CLASS A CLASS B
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Prime Obligation Money Market Portfolio X X X
- --------------------------------------------------------------------------------

NON-MONEY MARKET PORTFOLIOS
- --------------------------------------------------------------------------------
Small Cap Value X X X
- --------------------------------------------------------------------------------
International Equity Fund X X X
- --------------------------------------------------------------------------------
Growth Portfolio X X X
- --------------------------------------------------------------------------------
Value Portfolio X X X
- --------------------------------------------------------------------------------
Tax Managed Equity Portfolio X X X
- --------------------------------------------------------------------------------
Intermediate-Term Income Portfolio X X X
- --------------------------------------------------------------------------------
Michigan Tax Free Bond Portfolio X X X
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>

SCHEDULE B

The OVB Funds

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
------------------------------------
MONEY MARKET PORTFOLIOS CLASS A CLASS B
- --------------------------------------------------------------------------------
<S> <C> <C>
Prime Obligations Portfolio X X
- --------------------------------------------------------------------------------

NON-MONEY MARKET PORTFOLIOS
- --------------------------------------------------------------------------------
Capital Appreciation Portfolio X X
- --------------------------------------------------------------------------------
Equity Income Portfolio X X
- --------------------------------------------------------------------------------
West Virginia Tax-Exempt Income Portfolio X X
- --------------------------------------------------------------------------------
Government Securities Portfolio X X
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>

SCHEDULE C

Hancock Bank Family of Funds

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
MONEY MARKET FUNDS INSTITUTIONAL CASH
FIDUCIARY CLASS A CLASS C SWEEP SWEEP
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Money Market Fund X -- -- X X
- --------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund X -- -- -- X
- --------------------------------------------------------------------------------------------------

NON-MONEY MARKET FUNDS
- --------------------------------------------------------------------------------------------------
Total Return Bond Fund X X X -- --
- --------------------------------------------------------------------------------------------------
Equity Fund X X X -- --
- --------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Exhibit A

GOLDEN OAK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Institutional Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Institutional Shares are sold without a load or sales charge and are not
subject to a Rule 12b-1 fee.

2. ELIGIBILITY OF PURCHASERS

Institutional Shares require a minimum initial investment of $1,000,000 for
financial institutions investing for their own or their customers'
accounts.

3. EXCHANGE PRIVILEGES

Institutional Shares of each Fund may be exchanged for Institutional Shares
of each other Golden Oak Fund in accordance with the procedures disclosed
in the Fund's Prospectus and subject to any applicable limitations
resulting from the closing of Funds to new investors.

4. VOTING RIGHTS

Each Institutional Share shareholder will have one vote for each full
Institutional Share held and a fractional vote for each fractional
Institutional Share held. Institutional Share shareholders will have
exclusive voting rights regarding any matter submitted to shareholders that
relates solely to Institutional Shares (such as a distribution plan or
service agreement relating to Institutional Shares), and will have separate
voting rights on any other matter submitted to shareholders in which the
interests of the Institutional Share shareholders differ from the interests
of holders of any other class.

5. CONVERSION RIGHTS

Institutional Shares do not have a conversion feature.

<PAGE>

Exhibit B

GOLDEN OAK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class A

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Class A are sold with a load or sales charge (as described in the
prospectus) and may be subject to a Rule 12b-1 fee. The Trust, on behalf of
the Fund, will make monthly payments to the Distributor under the
Distribution Plan approved by the Board of Trustees at an annual rate of up
to .25% of each Fund's average daily net assets attributable to Class A
Shares. The Distributor will use its fee for expenses associated with the
promotion and sale of the Fund's Class A Shares including, without
limitation, travel and communication expenses and expenses for the
compensation of and benefits for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Class A Shares are available to individual and institutional investors and
may require a minimum initial investment (as described in the prospectus).

3. EXCHANGE PRIVILEGES

Class A Shares may be exchanged for Class A Shares of each other Golden Oak
Fund in accordance with the procedures disclosed in the Fund's Prospectus
and subject to any applicable limitations resulting from the closing of
Funds to new investors.

4. VOTING RIGHTS

Each Class A Share shareholder will have one vote for each full Class A
Share held and a fractional vote for each fractional Class A Share held.
Class A Shares shareholders will have exclusive voting rights regarding any
matter submitted to shareholders that relates solely to the Class A Shares
(such as a distribution plan or service agreement relating to the Class A
Shares), and will have separate voting rights on any other matter submitted
to shareholders in which the interests of the Class A Shares shareholders
differ from the interests of holders of any other class.

5. CONVERSION RIGHTS

Class A Shares do not have a conversion feature.

<PAGE>

Exhibit C

GOLDEN OAK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class B

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Class B Shares are sold subject to a contingent deferred sales charge (as
described in the prospectus), and may be subject to a Rule 12b-1 fee and a
shareholder servicing fee. The Trust, on behalf of each Fund, will make
monthly payments to the Distributor under the Distribution and Service Plan
(the "Plan") approved by the Board of Trustees at an annual rate of up to
1.00% of each Fund's average daily net assets attributable to the Class B
Shares. The Distributor will use .75% of the fee for expenses associated
with the promotion and sale of the Fund's Class B Shares, including,
without limitation, travel and communication expenses and expenses for the
compensation of and benefits for sales personnel. The Distributor will use
.25% of the fee it receives in connection with its provision of shareholder
or account maintenance services, or to compensate service providers for
providing ongoing account maintenance and other services to Class B Shares
shareholders (including, where applicable, any underlying beneficial
owners) identified in the Plan.

2. ELIGIBILITY OF PURCHASERS

Class B Shares are available to individual and institutional investors and
may require a minimum initial investment (as described in the prospectus).

3. EXCHANGE PRIVILEGES

Class B Shares may be exchanged for Class B Shares of each other Golden Oak
Fund in accordance with the procedures disclosed in the Fund's Prospectus
and subject to any applicable limitations resulting from the closing of
Funds to new investors.

4. VOTING RIGHTS

Each Class B Shares shareholder will have one vote for each full Class B
Share held and a fractional vote for each fractional Class B Share held.
Class B Shares shareholders will have exclusive voting rights regarding any
matter submitted to shareholders that relates solely to the Class B Shares
(such as a distribution plan or service agreement relating to the Class B
Shares), and will have separate voting rights on any other matter submitted
to shareholders in which the interests of the Class B Shares shareholders
differ from the interests of holders of any other class.

5. CONVERSION RIGHTS

Class B Shares of a Fund will automatically convert into Class A Shares of
that Fund without a sales charge after the period of time set forth from
the acquisition of the Class B Shares. The conversion will take place at
the respective net asset values of each of the classes. At that time in the
prospectus Class B Shares will no longer be subject to the higher
distribution and service fees. When Class B Shares of a Fund convert, any
other Class B Shares that were acquired by the reinvestment of dividends
and distributions attributable to such Shares will also convert into Class
A.

<PAGE>

Exhibit D

THE OVB FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class A

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Class A Shares are sold without a load or sales charge and are not subject
to a Rule 12b-1 fee.

2. ELIGIBILITY OF PURCHASERS

Class A Shares require a minimum initial investment of $100,000. Class A
Shares are available to both individual and institutional investors.

3. EXCHANGE PRIVILEGES

Class A of each Fund may be exchanged for Class A of each other OVB Fund in
accordance with the procedures disclosed in the Fund's Prospectus and
subject to any applicable limitations resulting from the closing of Funds
to new investors.

4. VOTING RIGHTS

Each Class A Shares shareholder will have one vote for each full Class A
Share held and a fractional vote for each fractional Class A Share held.
Class A shareholders will have exclusive voting rights regarding any matter
submitted to shareholders that relates solely to Class A Shares (such as a
distribution plan or service agreement relating to Class A Shares), and
will have separate voting rights on any other matter submitted to
shareholders in which the interests of the Class A Shares shareholders
differ from the interests of holders of any other class.

5. CONVERSION RIGHTS

Class A Shares do not have a conversion feature.

<PAGE>

Exhibit E

THE OVB FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class B

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Class B Shares are sold without a load or sales charge, but are subject to
a Rule 12b-1 fee. The Trust, on behalf of each Fund, will make monthly
payments to the Distributor under the Distribution Plan approved by the
Board of Trustees at an annual rate of up to .25% of each Fund's average
daily net assets attributable to the Class B Shares. The Distributor will
use its fee for expenses associated with the promotion and sale of the
Fund's Class B Shares including, without limitation, travel and
communication expenses and expenses for the compensation of and benefits
for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Class B Shares are available to both individual and institutional investors
and may require a minimum initial investment (as described in the
prospectus).

3. EXCHANGE PRIVILEGES

Class B Shares may be exchanged for Class B Shares of each other OVB Fund
in accordance with the procedures disclosed in the Fund's Prospectus and
subject to any applicable limitations resulting from the closing of Funds
to new investors.

4. VOTING RIGHTS

5. CONVERSION RIGHTS

Class B Shares do not have a conversion feature.

<PAGE>

Exhibit F

HANCOCK BANK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Trust Class

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Trust Class Shares ("Trust Shares") are sold without a load or sales charge
and are not subject to a Rule 12b-1 fee.

2. ELIGIBILITY OF PURCHASERS

Trust Shares are for institutional investors and may be subject to purchase
limitations or require a minimum initial investment amount (as described in
the prospectus).

3. EXCHANGE PRIVILEGES

Trust Shares of each Fund may be exchanged for Trust Shares of each other
Hancock Bank Fund in accordance with the procedures disclosed in the Fund's
Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4. VOTING RIGHTS

Each Trust Share shareholder will have one vote for each full Trust Share
held and a fractional vote for each fractional Trust Share held. Trust
shareholders will have exclusive voting rights regarding any matter
submitted to shareholders that relates solely to Trust Shares (such as a
distribution plan or service agreement relating to Trust Shares), and will
have separate voting rights on any other matter submitted to shareholders
in which the interests of the Trust Share shareholders differ from the
interests of holders of any other class.

5. CONVERSION RIGHTS

Trust Shares do not have a conversion feature.

<PAGE>

Exhibit G

HANCOCK BANK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class A

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Class A Shares are sold with a load or sales charge (as described in the
prospectus) and may be subject to a Rule 12b-1 fee. The Trust, on behalf of
each Fund, will make monthly payments to the Distributor under the
Distribution Plan approved by the Board of Trustees at an annual rate, as
described below, of each Fund's average daily net assets attributable to
the Class A Shares:

Money Market Funds .50%
Non-Money Market Funds .25%

The Distributor will use its fee for expenses associated with the promotion
and sale of the Fund's Class A Shares including, without limitation, travel
and communication expenses and expenses for the compensation of and
benefits for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Class A Shares are available to individual and institutional investors and
may require a minimum initial investment (as described in the prospectus).

3. EXCHANGE PRIVILEGES

Class A Shares may be exchanged for Class A Shares of each other Hancock
Bank Fund in accordance with the procedures disclosed in the Fund's
Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4. VOTING RIGHTS

Each Class A Share shareholder will have one vote for each full Class A
Share held and a fractional vote for each fractional Class A Share held.
Class A Shares shareholders will have exclusive voting rights regarding any
matter submitted to shareholders that relates solely to the Class A Shares
(such as a distribution plan or service agreement relating to the Class A
Shares), and will have separate voting rights on any other matter submitted
to shareholders in which the interests of the Class A Share shareholders
differ from the interests of holders of any other class.

5. CONVERSION RIGHTS

Class A Shares do not have a conversion feature.

<PAGE>

Exhibit H

HANCOCK BANK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class C

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Class C Shares are subject to a Rule 12b-1 fee. The Trust, on behalf of
each Fund, will make monthly payments to the Distributor under the
Distribution Plan (the "Plan") approved by the Board of Trustees at an
annual rate of up to 1.00% of each Fund's average daily net assets
attributable to the Class C Shares. The Distributor will use its fee for
expenses associated with the promotion and sale of the Fund's Class C
Shares, including, without limitation, travel and communication expenses
and expenses for the compensation of and benefits for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Class C Shares are available to individual and institutional investors and
may require a minimum initial investment (as described in the prospectus).

3. EXCHANGE PRIVILEGES

Class C Shares may be exchanged for Class C Shares of each other Hancock
Bank Fund in accordance with the procedures disclosed in the Fund's
Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4. VOTING RIGHTS

Each Class C Share shareholder will have one vote for each full Class C
Share held and a fractional vote for each fractional Class C Share held.
Class C Share shareholders will have exclusive voting rights regarding any
matter submitted to shareholders that relates solely to the Class C Shares
(such as a distribution plan or service agreement relating to the Class C
Shares), and will have separate voting rights on any other matter submitted
to shareholders in which the interests of the Class C Share shareholders
differ from the interests of holders of any other class.

5. CONVERSION RIGHTS

Class C Shares do not have a conversion feature.

<PAGE>

Exhibit I

HANCOCK BANK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Institutional Sweep Class

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Institutional Sweep Class Shares ("Institutional Sweep Shares") are subject
to a Rule 12b-1 fee. The Trust, on behalf of each Fund, will make monthly
payments to the Distributor under the Distribution Plan approved by the
Board of Trustees at an annual rate of up to .25% of each Fund's average
daily net assets attributable to the Investment Shares. The Distributor
will use its fee for expenses associated with the promotion and sale of the
Fund's Investment Shares including, without limitation, travel and
communication expenses and expenses for the compensation of and benefits
for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Institutional Sweep Shares are for institutional investors and may be
subject to purchase limitations or require a minimum initial investment
amount (as described in the prospectus).

3. EXCHANGE PRIVILEGES

Institutional Sweep Shares do not have exchange privileges.

4. VOTING RIGHTS

Each Institutional Sweep Share shareholder will have one vote for each full
Institutional Sweep Share held and a fractional vote for each fractional
Institutional Sweep Share held. Institutional Sweep Share shareholders will
have exclusive voting rights regarding any matter submitted to shareholders
that relates solely to the Institutional Sweep Shares (such as a
distribution plan or service agreement relating to the Institutional Sweep
Shares), and will have separate voting rights on any other matter submitted
to shareholders in which the interests of the Institutional Sweep Share
shareholders differ from the interests of holders of any other class.

5. CONVERSION RIGHTS

Institutional Sweep Shares do not have a conversion feature.

<PAGE>

Exhibit J

HANCOCK BANK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION

Cash Sweep Class

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Cash Sweep Class Shares ("Cash Sweep Shares") are subject to a Rule 12b-1
fee. The Trust, on behalf of each Fund, will make monthly payments to the
Distributor under the Distribution Plan approved by the Board of Trustees
at an annual rate of up to .50% of each Fund's average daily net assets
attributable to Cash Sweep Shares. The Distributor will use its fee for
expenses associated with the promotion and sale of the Fund's Investment
Shares including, without limitation, travel and communication expenses and
expenses for the compensation of and benefits for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Cash Sweep Shares are for institutional investors and may be subject to
purchase limitations or require a minimum initial investment amount (as
described in the prospectus).

3. EXCHANGE PRIVILEGES

Cash Sweep Shares may be exchanged for Cash Sweep Shares of each other
Hancock Bank Fund in accordance with the procedures disclosed in the Fund's
Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4. VOTING RIGHTS

Each Cash Sweep Share shareholder will have one vote for each full Cash
Sweep Share held and a fractional vote for each fractional Cash Sweep Share
held. Cash Sweep Share shareholders will have exclusive voting rights
regarding any matter submitted to shareholders that relates solely to the
Cash Sweep Shares (such as a distribution plan or service agreement
relating to the Cash Sweep Shares), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the
Cash Sweep Share shareholders differ from the interests of holders of any
other class.

5. CONVERSION RIGHTS

Cash Sweep Shares do not have a conversion feature.

<PAGE>

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND
INSIDER TRADING POLICY

January, 2000
<PAGE>

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

I. GENERAL POLICY

II. CODE OF ETHICS

A. PURPOSE OF CODE
B. EMPLOYEE CATEGORIES
C. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
E. REPORTING REQUIREMENTS
F. DETECTION AND REPORTING OF CODE VIOLATIONS
G. VIOLATIONS OF THE CODE OF ETHICS
H. CONFIDENTIAL TREATMENT
I. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS

III. INSIDER TRADING POLICY

A. WHAT IS "MATERIAL" INFORMATION?
B. WHAT IS "NONPUBLIC INFORMATION"?
C. WHO IS AN INSIDER?
D. WHAT IS MISAPPROPRIATION?
E. WHAT IS TIPPING?
F. IDENTIFYING INSIDE INFORMATION?
G. TRADING IN SEI INVESTMENTS COMPANY SECURITIES
H. VIOLATIONS OF THE INSIDER TRADING POLICY

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<PAGE>

I. GENERAL POLICY

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

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

Pursuant to this Policy, employees will be subject to various pre-clearance and
reporting standards, based on their responsibilities within SEI. As a result, it
is important that all employees pay special attention to the employee category
section within this Policy to determine what provisions of the Policy applies to
them, as well as to the sections on restrictions, pre-clearance, and reporting
of personal securities transactions.

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

EACH EMPLOYEE SUBJECT TO THIS POLICY MUST READ AND RETAIN A COPY AND AGREE TO
ABIDE BY ITS TERMS. FAILURE TO COMPLY WITH THE PROVISIONS OF THIS POLICY MAY
RESULT IN THE IMPOSITION OF SERIOUS SANCTIONS, INCLUDING, BUT NOT LIMITED TO
DISGORGEMENT OF PROFITS, DISMISSAL, SUBSTANTIAL PERSONAL LIABILITY AND/OR
REFERRAL TO REGULATORY OR LAW ENFORCEMENT AGENCIES.

Any questions regarding SEI's policy or procedures should be referred to the
Compliance Department, which currently includes Cyndi Parrish, the Compliance
Director. (x2807).

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<PAGE>

II. CODE OF ETHICS

A. PURPOSE OF CODE

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

B. EMPLOYEE CATEGORIES

1. ACCESS PERSON - any director, officer or employee of SEI Investments Mutual
Fund Services who, in connection with his or her regular functions or
duties, makes, participates in, or obtains prior or contemporaneous
information regarding the purchase or sale of an Investment Vehicle's
portfolio securities for which SEI acts as distributor and/or
administrator.

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

3. PORTFOLIO PERSONS - any director, officer or employee entrusted with direct
responsibility and authority to make investment decisions affecting one or
more client portfolios.

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

5. ASSOCIATE - any director, officer or employee who does not fall within
definitions 1, 2, 3 or 4 above.

C. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS

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<PAGE>

When buying or selling securities, SEI employees may not employ any device,
scheme or artifice to defraud, mislead, or manipulate any fund or investment
client. The following restrictions are applicable to an employee's personal
securities transactions.

1. ACCESS PERSONS:

- may not purchase or sell, directly or indirectly, any Security within
24 HOURS before or after the time that the same (or a related)
Security is being purchased or sold by any Investment Vehicle for
which SEI acts as advisor, distributor and/or administrator.

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

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

2. INVESTMENT PERSONS:

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

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

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

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

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<PAGE>

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

3. PORTFOLIO PERSONS:

- may not purchase or sell, directly or indirectly, any Security within
7 DAYS before or after a client portfolio has executed a trade in that
same (or an equivalent) Security, unless the order is withdrawn.

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

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

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

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

4. REGISTERED REPRESENTATIVES:

- may not acquire Securities as part of an Initial Public Offering.

D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

1. ACCESS, INVESTMENT AND PORTFOLIO PERSONS:

- must pre-clear each proposed securities transaction with the
Compliance Department or the designated Compliance Officer for
Accounts held in their names or in the names of others in which they
hold a Beneficial Ownership interest. No transaction in Securities may
be effected without the prior written approval of the Compliance
Department or the designated Compliance Officer, except as set forth
below in Section D.4 which sets forth the securities transactions that
do not require pre-clearance.

6
<PAGE>

- the Compliance Department or the designated Compliance Officer will
keep a record of the approvals, and the rationale supporting,
investments in IPO and private placement transactions.

2. REGISTERED REPRESENTATIVES/ASSOCIATES:

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

3. TRANSACTIONS THAT DO NOT HAVE TO BE PRE-CLEARED:

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

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

- Purchases which are part of an automatic dividend reinvestment plan or
automatic employee stock purchase plans;

- Purchases effected upon the exercise of rights issued by an issuer PRO
RATA to all holders of a class of its Securities, to the extent such
rights were acquired from such issuer;

- Acquisitions of Securities through gifts or bequests; and

- Transactions in OPEN-END mutual funds.

4. PRE-CLEARANCE PROCEDURES:

- All requests for pre-clearance of securities transactions must be
submitted to the Compliance Department or the designated Compliance
Officer by completing a Pre-clearance Request Form (attached as
EXHIBIT 1). SEI Employees located in the U.S. with access to the I
drive may also complete an electronic version of the form located at
I:\register\preform.doc.

- The following information MUST be provided on the Form:

a. Name, date, extension, title;

7
<PAGE>

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

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

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

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

- Pre-clearance authorization is valid for 3 BUSINESS DAYS ONLY.
Transactions, which are not completed within this period, must be
resubmitted with an explanation why the previous pre-cleared
transaction was not completed.

- Investment persons must submit to the Compliance Department or the
designated Compliance Officer transaction reports showing the
transactions in all the Investment Vehicles for which SEI or a
sub-adviser serves as an investment adviser for the 24 hour period
before and after the date on which their securities transactions were
effected. Transaction reports need only be submitted for the
portfolios that hold or are eligible to purchase and sell the types of
securities proposed to be bought or sold by the Investment Person. For
example, if the Investment Person seeks to obtain approval for a
proposed equity trade, only the transaction reports for the portfolios
effecting transactions in equity securities are required.

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

8
<PAGE>

E. REPORTING REQUIREMENTS

1. DUPLICATE BROKERAGE STATEMENTS [ALL EMPLOYEES]

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

- Sample letters instructing the brokers/dealers to send the statements
to SEI are attached as EXHIBIT 2, and may be found at
I:\register\407pers.doc and I:\register\permltr.doc. If the broker or
dealer requires a letter authorizing a SEI employee to open an
account, the permission letter may used and may be found at
I:\register\permltr.doc. Please complete the necessary information in
the letter and forward a signature ready copy to the Compliance
Department.

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

2. INITIAL HOLDINGS REPORT [ACCESS, INVESTMENT AND PORTFOLIO PERSONS]

- Access, Investment and Portfolio Persons must submit an Initial
Holdings Report to the Compliance Department or designated Compliance
Officer disclosing EVERY security beneficially owned directly or
indirectly by such person within 10 days of becoming an Access,
Investment or Portfolio Person.

- The Initial Holdings Report must include the following information:
(1) the title of the security; (2) the number of shares held; (3) the
principal amount of the security; and (4) the name of the broker,
dealer or bank where the security is held. The information disclosed
in the report must be current as of a date no more than 30 days before
the report is submitted.

- The Initial Holdings Report is attached as EXHIBIT 3 to this Code and
can be found on the I drive at I:register\inhold.doc.

3. QUARTERLY REPORT OF SECURITIES TRANSACTIONS [ACCESS, INVESTMENT AND
PORTFOLIO PERSONS]

9
<PAGE>

- Access, Investment and Portfolio Persons must submit quarterly
transaction reports of the purchases and/or sales of securities in
which such persons have a direct or indirect Beneficial Ownership
interest (SEE EXHIBIT 4- Quarterly Transaction Report). The report
will be provided to all Investment Persons before the end of each
quarter by the Compliance Department or the designated Compliance
Officer and must be completed and returned NO LATER THAN 10 DAYS after
the end of each calendar quarter. Quarterly Transaction Reports that
are not returned by the date they are due WILL be considered late and
will be reported as violations of the Code of Ethics. Investment and
Portfolio Persons who repeatedly return the reports late (5 late
filings) will be subject to a monetary fine for their Code of Ethics
violations.

- The following information must be provided on the report:

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

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

c. The transaction price; and

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

4. ANNUAL REPORT OF SECURITIES HOLDINGS [ACCESS, INVESTMENT AND
PORTFOLIO PERSONS]

- On an annual basis, Investment and Portfolio Persons must submit to
the Compliance Department or the designated Compliance Officer an
Annual Report of Securities Holdings that contains a list of all
securities subject to this Code in which they have any direct or
indirect Beneficial Ownership interest (SEE EXHIBIT 5 - ANNUAL
SECURITIES HOLDINGS REPORT). The information disclosed in the report
must be current as of a date no more than 30 days before the report is
submitted.

- Annual reports must be returned to the Compliance Department or the
designated Compliance Officer within 30 DAYS after the end of the
calendar year-end.

10
<PAGE>

4. ANNUAL CERTIFICATION OF COMPLIANCE [ALL EMPLOYEES]

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

- have read the Code of Ethics;
- understand the Code of Ethics; and
- have complied with the provisions of the Code of Ethics.

- The Compliance Department or the designated Compliance Officer will
send out annual forms (attached as EXHIBIT 6) to all employees that
must be completed and returned NO LATER THAN 30 DAYS after the end of
the calendar year.

F. DETECTION AND REPORTING OF CODE VIOLATIONS

The Compliance Department or the designated Compliance Officer will :

- review the trading activity reports or duplicate statements filed by
Employees, focusing on patterns of personal trading;

- review the trading activity of Investment Vehicles;

- review the holdings reports submitted by Access, Investment and
Portfolio Persons;

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

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

G. VIOLATIONS OF THE CODE OF ETHICS

1. PENALTIES:

- Employees who violate the Code of Ethics may be subject to serious
penalties which may include:
- written warning;
- reversal of securities transaction;
- restriction on trading privileges;

11
<PAGE>

- disgorgement of trading profits;
- fine;
- suspension or termination of employment; and/or
- referral to regulatory or law enforcement agencies.

2. PENALTY FACTORS:

- Factors which may be considered in determining an appropriate penalty
include, but are not limited to:
- the harm to clients;
- the frequency of occurrence;
- the degree of personal benefit to the employee;
- the degree of conflict of interest;
- the extent of unjust enrichment;
- evidence of fraud, violation of law, or reckless disregard of a
regulatory requirement; and/or
- the level of accurate, honest and timely cooperation from the
employee.

H. CONFIDENTIAL TREATMENT

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

I. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS

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

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

a. a spouse or domestic partner;
b. a minor child;
c. a relative who resides in the employee's household; or
d. any other person IF: (a) the employee obtains from the securities
benefits substantially similar to those of ownership

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<PAGE>

(for example, income from securities that are held by a spouse);
or (b) the employee can obtain title to the securities now or in
the future.

3. INITIAL PUBLIC OFFERING - an offering of securities for which a registration
statement has not been previously filed with the U.S. SEC and for which there is
no active public market in the shares.

4. PURCHASE OR SALE OF A SECURITY - includes the writing of an option to
purchase or sell a security.

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

III. INSIDER TRADING POLICY

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

1. trading on the basis of material, nonpublic information;
2. tipping such information to others;
3. recommending the purchase or sale of securities on the basis of such
information;
4. assisting someone who is engaged in any of the above activities; and
5. trading a security, which is the subject of an actual or impending tender
offer when in possession of material nonpublic information relating to the
offer.

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

13
<PAGE>

A. WHAT IS "MATERIAL" INFORMATION?

INFORMATION IS MATERIAL WHEN THERE IS A SUBSTANTIAL LIKELIHOOD THAT A REASONABLE
INVESTOR WOULD CONSIDER IT IMPORTANT IN MAKING HIS OR HER INVESTMENT DECISIONS.
Generally, if disclosing certain information will have a substantial effect on
the price of a company's securities, or on the perceived value of the company or
of a controlling interest in the company, the information is material, but
information may be material even if it does not have any immediate direct effect
on price or value. There is no simple "bright line" test to determine when
information is material; assessments of materiality involve a highly
fact-specific inquiry. For this reason, any question as to whether information
is material should be directed to the Compliance Department.

B. WHAT IS "NONPUBLIC" INFORMATION?

INFORMATION ABOUT A PUBLICLY TRADED SECURITY OR ISSUER IS "PUBLIC" WHEN IT HAS
BEEN DISSEMINATED BROADLY TO INVESTORS IN THE MARKETPLACE. TANGIBLE EVIDENCE OF
SUCH DISSEMINATION IS THE BEST INDICATION THAT THE INFORMATION IS PUBLIC. For
example, information is public after it has become available to the general
public through a public filing with the SEC or some other governmental agency,
the Dow Jones "tape" or the Wall Street Journal or some other publication of
general circulation, and after sufficient time has passed so that the
information has been disseminated widely.

Information about securities that are not publicly traded, or about the issuers
of such securities, is not ordinarily disseminated broadly to the public.
However, for purposes of this Policy, such private information may be considered
"public" private information to the extent that the information has been
disclosed generally to the issuer's security holders and creditors. For example,
information contained in a private placement memorandum to potential investors
may be considered "public" private information with respect to the class of
persons who received the memorandum, BUT MAY STILL BE CONSIDERED "NONPUBLIC"
INFORMATION WITH RESPECT TO CREDITORS WHO WERE NOT ENTITLED TO RECEIVE THE
MEMORANDUM. As another example, a controlling shareholder may have access to
internal projections that are not disclosed to minority shareholders; such
information would be considered "nonpublic" information.

C. WHO IS AN INSIDER?

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

Insiders of a company include its officers, directors (or partners), and
employees, and may also include a controlling shareholder or other controlling
person. A person who has access to information about the company because of some
special position of trust or has some other confidential relationship with a
company is considered a temporary insider of that

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<PAGE>

company. Investment advisers, lawyers, auditors, financial institutions, and
certain consultants AND ALL OF THEIR OFFICERS, DIRECTORS OR PARTNERS, AND
EMPLOYEES are all likely to be temporary insiders of their clients.

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

D. WHAT IS MISAPPROPRIATION?

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

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

E. WHAT IS TIPPING?

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

F. IDENTIFYING INSIDE INFORMATION

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

1. Report the information and proposed trade immediately to the Compliance
Department or designated Compliance Officer;
2. Do not purchase or sell the securities on behalf of yourself or others; and
3. Do not communicate the information inside or outside SEI, other than to the
Compliance Department or designated Compliance Officer.

These prohibitions remain in effect until the information becomes public.

15
<PAGE>

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

G. TRADING IN SEI INVESTMENTS COMPANY SECURITIES

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

- - BLACKOUT PERIOD - DIRECTORS AND OFFICERS are prohibited from buying or
selling SEI's publicly traded securities during the blackout period. The
blackout periods are as follows:
- for the first, second and third quarterly financial reports -
begins at the close of the prior quarter and ends after SEI
publicly announces the financial results for that quarter.
- for the annual and fourth quarter financial reports - begins on
the 6th business day of the first month following the end of the
calendar year-end and ends after SEI publicly announces its
financial results.

All securities trading during this period may only be conducted with the
approval of SEI's General Counsel or the Compliance Director. In no event
may securities trading in SEI's stock be conducted while an Director or
Officer of the company is in possession of material nonpublic information
regarding SEI.
- - MAJOR EVENTS - Employees who have knowledge of any SEI events or
developments that may have a "material" impact on SEI's stock that have not
been publicly announced are prohibited from buying or selling SEI's
publicly traded securities before such announcements. (SEE definition of
"material information" contained in III. A. above.)
- - SHORT SELLING AND DERIVATIVES TRADING PROHIBITION - All employees are
prohibited from engaging in short sales and options trading of SEI's common
stock.

Section 16(a) directors and officers are subject to the following additional
trading restriction.

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

16
<PAGE>

H. VIOLATIONS OF THE INSIDER TRADING POLICY

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

17
<PAGE>

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY

EXHIBITS

EXHIBIT 1 PRE-CLEARANCE REQUEST FORM

EXHIBIT 2 ACCOUNT OPENING LETTERS TO BROKERS/DEALERS

EXHIBIT 3 INITIAL HOLDINGS REPORT

EXHIBIT 4 QUARTERLY TRANSACTION REPORT

EXHIBIT 5 ANNUAL SECURITIES HOLDINGS REPORT

EXHIBIT 6 ANNUAL COMPLIANCE CERTIFICATION

18
<PAGE>

EXHIBIT 1

19
<PAGE>

- --------------------------------------------------------------------------------
PRECLEARANCE REQUEST FORM
- --------------------------------------------------------------------------------
Name: Date:

Ext #: Title/Position:

- --------------------------------------------------------------------------------
TRANSACTION DETAIL: I REQUEST PRIOR WRITTEN APPROVAL TO EXECUTE THE FOLLOWING
TRADE:
- --------------------------------------------------------------------------------

Buy: / / Sell: / / Security Name: Security type:

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

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

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

Initial Public Offering: Private Placement:
/ / Yes / / No / / Yes / / No
- --------------------------------------------------------------------------------
DISCLOSURE STATEMENTS
- --------------------------------------------------------------------------------

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

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

I acknowledge that this authorization is valid for a period of three (3)
business days.
- --------------------------------------------------------------------------------
Signature: Date:

- --------------------------------------------------------------------------------
COMPLIANCE OFFICER'S USE ONLY
- --------------------------------------------------------------------------------
Approved: / / Disapproved: / / Date:

By: Comments:

Transaction Report Received: Yes / / No / /
- --------------------------------------------------------------------------------

NOTE: This preclearance will lapse at the end of the day on , 20 . If
you decide not to effect the trade, please notify the Compliance Department or
designated Compliance Officer immediately.

20
<PAGE>

EXHIBIT 2

21
<PAGE>

Date:

Your Broker
street address
city, state zip code

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

Dear Sir or Madam:

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

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

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

Thank you for your cooperation.

Sincerely,

Your name

22
<PAGE>

Date:

[Address]

Re: Employee Name
Account #
SS#

Dear Sir or Madam:

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

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

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

Thank you for your cooperation.

Sincerely,

Cynthia M. Parrish
Compliance Director

23
<PAGE>

EXHIBIT 3

<PAGE>

SEI INVESTMENTS MANAGEMENT CORPORATION
INITIAL HOLDINGS REPORT

NAME:_____________________________________________________________

SIGNATURE:___________________

SUBMISSION DATE:_____________________

<TABLE>
<CAPTION>
NUMBER OF NAME OF BROKER, DEALER OR
TITLE OF SECURITY SHARES HELD PRINCIPAL AMOUNT BANK WHERE SECURITY IS HELD
=======================================================================================
<S> <C>

=======================================================================================
</TABLE>

This report must be submitted within 10 days of becoming an Access, Investment
or Portfolio Person under SEI Investments Company's Code of Ethics. All
securities holdings must be reported on this form.

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

_________________
Signature

_________
Date

_________________
Received by:

24
<PAGE>

EXHIBIT 4

2
<PAGE>

SEI INVESTMENTS MANAGEMENT CORPORATION
QUARTERLY TRANSACTION REPORT
TRANSACTION RECORD OF SECURITIES DIRECTLY OR INDIRECTLY BENEFICIALLY
________________, 2000 TO ____________, 2000

NAME:___________________________________________________________________________

SIGNATURE:______________________________________________________________________

SUBMISSION
DATE:___________________________________________________________________________

<TABLE>
<CAPTION>
NUMBER OF BROKER/
SHARES AND ISSUER & DEALER
TYPE OF TITLE OF PRINCIPAL OR
DATE TRANSACTION SECURITY PRICE AMOUNT BANK
================================================================================
<S> <C> <C> <C> <C> <C>

================================================================================
</TABLE>

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

By signing this document, I represent that all reported transactions were
pre-cleared through the Compliance Department or the designated Compliance
Officer in compliance with the SEI Investments Company Code of Ethics and
Insider Trading Policy.

3
<PAGE>

EXHIBIT 5

4
<PAGE>

SEI INVESTMENTS
ANNUAL SECURITIES HOLDINGS REPORT
AS OF DECEMBER 31, 19__

EMPLOYEE NAME: __________________

<TABLE>
<CAPTION>
- ------------------------------ ------------------- ------------------------------ ---------------------------
0 SECURITY 1 NUMBER OF TYPE OF OWNERSHIP (DIRECT ACCOUNT NUMBER AND
SHARES OR INDIRECT) NAME OF BROKERAGE FIRM
WHERE SECURITIES ARE HELD
<S> <C> <C> <C>
- ------------------------------ ------------------- ------------------------------ ---------------------------

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

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

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

- ------------------------------ ------------------- ------------------------------ ---------------------------
</TABLE>

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

________________________ _________________________
Name Received by

__________
Date

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

5
<PAGE>

EXHIBIT 6

<PAGE>

SEI INVESTMENTS
CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION

TO: COMPLIANCE DEPARTMENT

FROM:

DATE:

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

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

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

Signature: __________________

Date:_________

Received by: ________________

<PAGE>

CODE OF ETHICS
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
ADOPTED JANUARY 1998

I. STATEMENT OF POLICY

This Code of Ethics ("Code") is being adopted under Rule 17j-1 promulgated
by the Securities and Exchange Commission pursuant to Section 17(j) of the
Investment Company Act of 1940, as amended (the "1940 Act"). In general, Rule
17j-1 imposes an obligation on registered investment companies and their
investment advisers and principal underwriters to adopt written Codes of Ethics
covering the securities activities of certain of their directors, officers and
employees. This Code is designed to ensure that those individuals who have
access to information regarding the portfolio securities activities of clients
not use (intentionally or unintentionally) information concerning such clients'
portfolio securities activities for his or her personal benefit and to the
detriment of such client. This Code also sets forth procedures designated to aid
Systematic Financial Management, L.P. in complying with certain of the rules
promulgated by the Securities and Exchange Commission pursuant to Sections 204
and 204A of the Investment Advisers Act of 1940, as amended.

This Code is intended to cover all Access Persons (as this and other
capitalized terms are defined in Section II of this Code) of Systematic
Financial Management, L.P. (the "Adviser"). All Access Persons are subject to
and bound by the terms of this Code.

Please be aware that personal securities transactions by employees (and, in
particular, portfolio managers) raise several concerns which are most easily
resolved by such employees not actively trading for their own accounts.
Accordingly, it is the general policy of the Adviser to prohibit all personal
securities transactions by Access Persons of the Adviser. Access Persons of the
Advisor may participate in non-discretionary investment vehicles such as mutual
funds. While it is not possible to specifically define and prescribe rules
addressing all possible situations in which conflicts may arise, this Code sets
forth the Adviser's policy regarding conduct in those situations in which
conflicts are most likely to develop.

GENERAL PRINCIPLES

All persons subject to this code should keep the following general
fiduciary principles in mind in discharging his or her obligations under the
Code. Each person subject to this code shall:

a. at all times, place the interests of Investment Advisory Clients
before his or her personal interests;

b. conduct all personal securities transactions in a manner consistent
with this Code, so as to avoid any actual or potential conflicts of interest, or
an abuse of position of trust and responsibility; and

c. not take any inappropriate advantage of his or her position with or
on behalf of any Investment Advisory Client.

<PAGE>

II. DEFINITIONS

a. "Access Person" shall mean any director, officer, general partner
(provided however, that with respect to a general partner which is other than a
Ventral person. such general partner shall not be deemed an "Access Person," but
certain of its employees may be deemed to be Additional Advisory Persons if they
meet the requirements se: forth in the definition of Additional Advisory
Person), principal, employee, or Additional Advisory Person of the Adviser.

b. "Additional Advisory Person" shall mean any employee of any company
in a Control relationship with the Adviser who, in connection with his regular
functions or duties, makes, participates in or obtains information regarding a
purchase or sale of a Security by an Investment Advisory Client of the Adviser
or whose functions relate to making of any recommendations with respect to such
purchases or sales, or any natural person in a Control relationship to the
Adviser who obtains information concerning recommendations made to any
Investment Advisory Client with respect to the purchase or sale of a Security.

c. "Adviser" shall mean Systematic Financial Management, L.P., a
Delaware limited partnership.

d. "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, as amended, and the rules and
regulations thereunder. Application of this definition is explained in more
detail in APPENDIX A hereto, but generally includes ownership by any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares, a direct or indirect pecuniary or
voting interest in a security.

e. "Code " shall mean this Code of Ethics.

f. A Security is being "considered for purchase or sale" when the
Adviser has undertaken a project to report on a specific Security or to prepare
a draft or final report on such Security or if a recommendation has been made by
any Portfolio Manager or member of the Investment Policy Committee with respect
to a Security (and, with respect to Portfolio Managers and members of the
Investment Policy Committee, if such person is considering making such a
recommendation).

g. "Control" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act. Generally, it means the power to exercise a
controlling influence on the management or policies of a company, unless such
power is solely the result of an official position with such company.

h. "Designated Officer" shall mean the Compliance Officer of the
Adviser, who shall be responsible for management of the Adviser's program of
compliance with the Code of Ethics; provided, however, that if the Designated
Officer is required to obtain approval from or submit a report to, the
Designated Officer hereunder, he shall seek such approval from, or submit such

<PAGE>

report to a person designated by the President of the Adviser or, if no such
person is designated, the President of the Adviser who shall for such purpose be
deemed the Designated Officer.

i. "Investment Advisory Client" shall mean any Investment Company Client
and any other client or account which is advised or subadvised by the Adviser as
to the value of Securities or as to the advisability of investing in, purchasing
or selling Securities.

j. "Investment Company" shall have the same meaning as set forth in
Section; of the Investment Company Act of 1940, as amended.

k. "Investment Company Client" shall mean any registered Investment
Company managed, advised and/or subadvised by the Adviser.

1. "Investment Policy Committee" means the Investment Policy Committee
of the Adviser or any other body of the Adviser serving an equivalent function.

m. "1940 Act " means the Investment Company Act of 1940, as amended.

n. "Portfolio Manager" shall mean any Access Person with direct
responsibility and authority to make investment decisions affecting any
Investment Company Client and shall include, without limitation, all members of
the Adviser's Investment Policy Committee.

o. A "purchase" or "sale" of a Security includes, among other things,
the purchase or writing of an option to purchase or sell a Security.

p. "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act (generally, all securities, including options, warrants
and other rights to purchase securities) except that it shall not include (i)
securities issued by the Government of the United States or an agency or
instrumentality thereof (including all short-term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of the 1940 Act),
(ii) bankers' acceptances, (iii) bank certificates of deposit, (iv) commercial
paper, and (v) shares of registered open-end investment companies.

III. RESTRICTIONS

a. BLACKOUT PERIODS

No Access Person shall purchase or sell, directly or indirectly, (a) any
Security in which he or she has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership either on a day during which an
Investment Advisory Client has a pending buy or sell order in that same
Security or within at least seven calendar days before and after any
Investment Advisory Client trades (or has traded) in that Security, or (b)
any Security which is being considered for purchase or sale, unless
specifically approved by the Compliance Officer.

b. INITIAL PUBLIC OFFERINGS

<PAGE>

No Access Person shall acquire direct or indirect beneficial ownership of
any Security in an initial public offering.

c. PRIVATE PLACEMENTS/OTC TRADING

With regard to private placements and transactions in securities which are
not listed on the New York Stock Exchange or American Stock Exchange, or
traded in the National Association of Securities Dealers Automated
Quotation System (together "Unlisted Securities"):

Each Access Person contemplating the acquisition of direct or indirect
beneficial ownership of a Security in a private placement transaction
or a Security which is an Unlisted Security, shall obtain express
prior written approval from the Designated Officer for any such
acquisition (who, in making such determination, shall consider among
other factors, whether the investment opportunity should be reserved
for one or more Investment Advisory Clients, and whether such
opportunity is being offered to such Access Person by virtue of his or
her position with the Adviser); and

If an Access Person shall have acquired direct or indirect beneficial
ownership of a Security of an issuer in a private placement
transaction or of a Security which is an Unlisted Security, such
Access Person shall disclose such personal investment to the
Designated Officer prior to each subsequent recommendation to any
Investment Advisory Client for which he acts in a capacity as an
Access Person, for investment in that issuer.

If an Access Person shall have acquired direct or indirect beneficial
ownership of a Security of an issuer in a private placement
transaction or of a Security which is an Unlisted Security, any
subsequent decision or recommendation by such Access Person to
purchase Securities of the same issuer for the account of an
Investment Advisory Client shall be subject to an independent review
by advisory personnel with no personal interest in the issuer.

d. SHORT-TERM TRADING PROFITS

No Access Person shall profit from the purchase and sale, or sale and
purchase, of the same (or "equivalent") Securities of which such Access
Person has, or by reason of such transactions acquired, direct or indirect
beneficial ownership. within 60 calendar days, except to the extent that
the transaction has been pre-cleared in accordance with the procedures set
forth in Article V of this Code, with consideration given to all relevant
circumstances. Any profit so realized without prior approval shall be
disgorged as directed by the Designated Officer. For purposes of this
paragraph (d) the term "equivalent" shall mean, with respect to another
Security (the "subject Security"), any Security of the same class as the
subject Security, as well as any option (including puts

<PAGE>

and calls), warrant convertible security, subscription or stock
appreciation right, or other right or privilege on, for or with respect to
the subject Security.

e. GIFTS

No Access Person or a member of his or her family shall seek or accept
gifts. favors, preferential treatment or special arrangements from any
broker, dealer, investment adviser, financial institution or other supplier
of goods and services to the Adviser or its Investment Advisory Clients, or
from any company whose Securities have been purchased or sold or considered
for purchase or sale on behalf of the Adviser's Investment Advisory
Clients. The foregoing sentence shall not prohibit any benefit or direct or
indirect compensation to the Access Person from any entity under common
Control with the Adviser for bona fide services rendered as an officer,
director or employee of such person. This prohibition shall not apply to
(i) gifts of small value, usually in the nature of reminder advertising
such as pens, calendars, etc., which in the aggregate do not exceed $150 in
value in any one calendar year, (ii) occasional participation in lunches,
dinners, cocktail parties, sporting events or similar social gatherings
conducted for business purposes that is not so frequent, so costly or so
expensive as to raise any questions of impropriety, and (iii) any other
gift approved in writing by the Designated Officer.

f. RECEIPT OF BROKERAGE DISCOUNTS ETC.

No Access Person shall, with respect to an account in which he or she has
any direct or indirect beneficial ownership, accept any discount or other
special consideration from any registered broker or dealer which is not
made available to other customers and clients of such broker or dealer.

g. SERVICE AS A DIRECTOR

(i) No Access Person shall serve on a board of directors of any company
without prior authorization from the Designated Officer and the President
of the Adviser as well as a majority of the Investment Policy Committee
(without including the Access Person requesting authorization if he is then
a member of the Investment Policy Committee), based upon a determination
that such board service would be consistent with the interests of
Investment Advisory Clients and their respective shareholders.

(ii) If board service of an Access Person is authorized, such Access Person
shall be isolated from investment decisions with respect to the company of
which he or she is a director through procedures approved by the Designated
Officer.

h. OUTSIDE INVESTMENT ADVISORY SERVICE.

No Access Person may render investment advisory services to any person or
entity not (i) a client of the Adviser, or (ii) a member of (or trust or
other arrangement for the benefit of) the family of, or a close personal
friend of, such Access Person, without first obtaining the permission of
the Designated Officer. This restriction is supplemental to,

<PAGE>

and does not in any way modify, the obligations of any Access Person who
has a separate agreement with the Adviser and/or its general partner with
respect to competitive activities.

i. NONPUBLIC MATERIAL INFORMATION.

No Access Person shall utilize nonpublic material information about any
issuer of Securities in the course of rendering investment advice or making
investment decisions on behalf of the Adviser or its Investment Advisory
Clients. Nonpublic material information is material information not
generally available to the public. No Access Person should solicit from any
issuer of Securities any such nonpublic material information. Any Access
Person inadvertently receiving nonpublic information regarding Securities
held by an Investment Advisory Client of the Adviser should notify the
Designated Officer immediately.

j. TRANSACTIONS WITH INVESTMENT ADVISORY CLIENTS.

No Access Person shall knowingly sell to or purchase from any Investment
Advisory Client any Security or other property of which he or she has, or
by reason of such transaction acquires, direct or indirect beneficial
ownership, except Securities of which such Investment Advisory Client is
the issuer.

IV. EXEMPTIONS

The restrictions of Article III (a)-(d) of this Code shall not apply to the
following:

a. Purchases or sales effected in any account over which the Access Person
has no direct or indirect influence or control;

b. Purchases or sales which are non-volitional on the part of either the
Access Person or the Investment Advisory Client (s) of the Adviser,

c. Purchases which are part of an automatic dividend reinvestment plan;

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

e. Purchases or sales of instruments that are not within the definition of
a "Security" as set forth in Article I of this Code; and

f. Purchases or sales other than those exempted in (a) through (e) of this
Article IV that have been authorized in advance, in writing by the
Designated Office following a specific determination that the transaction
is consistent with the statement of General Principles embodied in Article
I of this Code.

<PAGE>

V. COMPLIANCE PROCEDURES

a. An Access Person, who is (x) a member of the Investment Policy
Committee, (y) a Portfolio Manager, or (z) a full-time employee of the Adviser
may not directly or indirectly, acquire beneficial ownership of a Security
except as provided herein unless:

(i) such purchase was done before full-time employment at SFM; or

(ii) the ownership of Security during the time of employment was a gift;
and

A full-time employee can dispose of beneficial ownership of a Security whenever
he or she sees fit; there is not any certain time period or provision.

A full-time employee may only participate in investment vehicles in which they
have no discretionary control, e.g. open end mutual funds.

b. REPORTING

(i) Every Access Person who during the quarter has effected a transaction
covered by the Code shall make a report in writing to the Designated Officer not
later than 10 days after the end of each calendar quarter. This report shall be
on a standard Personal Quarterly Securities Transaction Report form (a copy of
which is attached as Exhibit B) and shall set forth the information described in
Paragraph V.b (ii) hereof with respect to transactions in any Security in which
such Access Person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the Security.

(ii) Every report by an Access Person or Independent Trustee required by
Paragraph (i) above shall contain the following information:
(a) The date of each transaction the title and the number of shares
or the principal amount of each Security involved, as applicable;
(b) The nature of each transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(c) The price at which each transaction was effected; and
(d) The name of the broker, dealer or bank with or through whom each
transaction was effected.

Any such report may contain a statement that the report shall not be
construed as an admission by the Access Person or Independent Trustee
making such report that he or she has any direct or indirect beneficial
ownership in the Security to which the report relates.

(iii) The Designated Officer shall review or supervise the review of the
personal Securities transactions reported pursuant to Article V. As part of that
review each such reported Securities transaction shall be compared against
completed and contemplated portfolio transactions of Investment Advisory
Clients. Before making any determination that a violation has been committed by
any person, such person shall be given an opportunity to supply additional
explanatory material. If the Designated Officer determines that a material
violation of

<PAGE>

this Code has or may have occurred; he shall submit his written determination,
together with the transaction report (if any) and any additional explanatory
material provided by the individual, to the President of the Adviser (or, if the
purported violation occurred with respect to the President then to the
Committee described in Section VII c of this Code), who shall make an
independent determination of whether a material violation has occurred.

c. DISCLOSURE REQUIREMENTS

(i) All Access Persons shall identify all Securities accounts in which
they have beneficial ownership and disclose to the Designated Officer all
personal Securities holdings upon the adoption of this Code, upon commencement
of employment, and thereafter on an annual basis.

(ii) All Access Persons shall supply the Designated Officer on a timely
basis periodic statements for all Securities accounts.

d. CERTIFICATE OF COMPLIANCE

(i) Each Access Person is required to certify annually, not later than
February 15th, that he or she has read and understood this Code and recognizes
that he or she is subject to such Code. Further, each Access Person is required
to certify annually that he or she has complied with all the requirements of the
Code and that he or she has disclosed or reported all personal Securities
transactions pursuant to the requirements of the Code. The foregoing
certifications must be set forth in writing on a standard Code of Ethics Annual
Certification form (a copy of which is attached as Exhibit C).

(ii) The Designated Officer is required to certify annually, not later than
March 15th, that each Access Person of the Adviser has timely submitted each of
his or her Personal Quarterly Securities Transactions Report forms for the prior
calendar year, as well as his or her Code of Ethics Annual Certification form
for the then current year, or the fact that any Access Person has failed to
comply with such or other provisions of this Code of Ethics together with a
written description of such failure and a description of those remedial steps
which have been taken. Copies of the foregoing certification shall be given to
the President of the Adviser, as well as to Affiliated Managers Group, Inc.,
attn: Nathaniel Dalton, Senior Vice President.

VI. SANCTIONS

a. FORMS OF SANCTION.

Any Access Person who is determined to have violated any provision of this
Code shall be subject to sanctions, which may include any one or more of
the following: censure,

<PAGE>

suspension without pay, termination of employment or disgorgement of any
profits realized on transactions in violation of this Code.

b. PROCEDURES.

If the Designated Officer finds that a material violation has occurred, he
shall report the violation and the suggested corrective action and
sanctions to the President of the Adviser, who may at the request of the
individual involved review the matter, and shall impose such sanction as he
deems appropriate, after consultation with the Committee described in
Section VII c of this Code.

VII. MISCELLANEOUS PROVISIONS

a. RECORDS.

The Adviser shall maintain records as required by Rule 17j-1 under the 1940
Act and Rule 204-2 under the Investment Advisors Act of 1940 and in the
manner and to the extent set forth below, which records may be maintained
on microfilm under the conditions described in Rule 3la-2(f)(l) under the
1940 Act and shall be available for examination by representatives of the
Securities and Exchange Commission:

(i) A copy of this 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;

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

(iii) A copy of each report made pursuant to this Code shall be preserved
for a period of not less than five years from the end of the fiscal year in
which it is made, the first two years in an easily accessible place; and

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

b. CONFIDENTIALITY.

All reports of Securities transactions and any other information filed with
the Adviser or its Investment Advisory Clients or furnished to any person
pursuant to this Code shall be treated as confidential, but are subject to
review as provided herein, by the Designated Officer or President of the
Adviser, by the Committee described in Section VII c of this Code and by
representatives of the Securities and Exchange Commission.

<PAGE>

c. INTERPRETATION OF PROVISIONS.

A Committee consisting of the President of the Adviser, the Designated
Officer and a representative of Affiliated Managers Group, Inc. may from
time to time adopt such interpretations of this Code as it may dean
appropriate.

d. EFFECT OF VIOLATION OF THIS CODE.

In adopting Rule 1 7j-1, the Commission specifically noted in Investment
Company Act Release No. IC-11421 that a violation of any provision of a
particular code of ethics, such as this Code, would not be considered a per
se unlawful act prohibited by the general anti-fraud provisions of the
Rule. In adopting this Code of Ethics, it is not intended that a violation
of this Code is or should be considered to be a violation of Rule 17j-1.

<PAGE>

APPENDIX TO CODE OF ETHICS

CODE OF ETHICS
EXAMPLES OF BENEFICIAL OWNERSHIP

The Code of Ethics relates to the purchase or sale of securities of which an
Access Person has a direct or indirect "beneficial ownership" except for
purchases or sales over which such individual has no direct or indirect
influence or control.

EXAMPLES OF BENEFICIAL OWNERSHIP

What constitutes "beneficial ownership" has been dealt with in a number of
SEC releases and has grown to encompass many diverse situations. These include
securities held:

(a) by you for your own benefit, whether bearer, registered in your oval
name, or otherwise;

(b) by others for your benefit (regardless of whether or how registered),
such as securities held for you by custodians, brokers, relatives,
executors or administrators;

(d) by a trust in which you have an income or remainder interest.
Exceptions: where your only interest is to get principal if (1) some other
remainderman dies before distribution, or (2) if some other person can
direct by will a distribution of trust property or income to you;

(e) by you as trustee or co-trustee, where either of you or members of
your immediate family, i.e., spouse, children and their descendants,
step-children, parents and their ancestors, and step-parents (treating a
legal adoption as blood relationship), have an income or remainder interest
in the trust;

(f) by a trust of which you are the settler, if you have the power to
revoke the trust without obtaining the consent of all the beneficiaries;

(g) by any partnership in which you are a partner,

(h) by a personal holding company controlled by you alone or jointly with
others;

(i) in the name of your spouse unless legally separated;

(j) in the name of minor children or in the name of any relative of yours
or of your spouse (including an adult child) who is presently sharing your
home. This applies even if

<PAGE>

the securities were not received from you and the dividends are not
actually used for the maintenance of your home;

(k) in the name of another person (other than those listed in (i) and (j)
just above), if by reason of any contract, understanding., relationship,
agreement, or other arrangement, you obtain benefits substantially
equivalent to those of ownership;

(1) in the name of any person other than yourself, even though you do not
obtain benefits substantially equivalent to those of ownership as described
in (k) just above), if you can vest or revest title in yourself.

<PAGE>

EXHIBIT C

CODE OF ETHICS

ANNUAL CERTIFICATION FORM

I have recently read and reviewed the Firm's Code of Ethics. I understand such
policies and procedures and recognize that I am subject to them and understand
the penalties for non-compliance. I certify that I am in full compliance with
the Firm's Code of Ethics. I further certify that I have fully and accurately
completed this certificate. If there are any exceptions, they are fully
disclosed below.

EXCEPTIONS (described fully):
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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Signature:
-----------------------------

Name:
(please print)-----------------------------

Date:
-----------------------------

<PAGE>

CODE OF ETHICS

While affirming its confidence in the integrity and good faith of all its
employees, officers and directors, Citizens Bank (the "Adviser") recognizes that
the knowledge of present or future portfolio transactions and, in certain
instances, the power to influence portfolio transactions made by or for its
Advisory Clients which may be possessed by certain of its personnel could place
such individuals, if they engage in personal transactions in securities which
are eligible for investment by Advisory Clients, in a position where their
personal interest may conflict with the interests of the Advisory Clients.

In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under the
Investment Company Act of 1940 (the "1940 Act"), the Adviser has determined to
adopt this Code of Ethics to specify and prohibit certain types of transactions
deemed to create conflicts of interest (or at least the potential for or the
appearance of such a conflict), and to establish reporting requirements and
enforcement procedures.

I. STATEMENT OF GENERAL PRINCIPLES.

In recognition of the trust and confidence placed in the Adviser by its Advisory
Clients and to give effect to the Adviser's belief that its operations should be
directed to the benefit of its Advisory Clients, the Adviser hereby adopts the
following general principles to guide the actions of its employees, officers and
directors:

(1) The interests of the Advisory Clients are paramount, and all of the
Adviser's personnel must conduct themselves and their operations to
give maximum effect to this tenet by assiduously placing the
interests of the Advisory Clients before their own.

(2) All personal transactions in securities by the Adviser's personnel
must be accomplished so as to avoid even the appearance of a
conflict of interest on the part of such personnel with the interest
of any Advisory Client.

(3) All of the Adviser's personnel must avoid actions or activities that
allow (or appear to allow) a person to profit or benefit from his or
her position with respect to an Advisory Client, or that otherwise
bring into question the person's independence or judgment.

II. DEFINITIONS.

(1) "Access Person" shall mean (i) each director or officer of the
Adviser, (ii) each employee of the Adviser (or of any company in a
control relationship to the Adviser) and (iii) any natural person in
a control relationship to the Adviser, BUT ONLY WHERE such person
also (iv) makes any recommendation, participates in the
determination of which recommendation shall be made, or whose
principal function or duties relate to

<PAGE>

the determination of which recommendation shall be made by the
Adviser with respect of the purchase or sale of a Security by an
Advisory Client, or (v) where such person, in connection with his or
her duties, obtains any information concerning securities
recommendations being made by the Adviser to an Advisory Client. The
term "Access Person" shall not include any of the persons described
in subparagraph (i) through (iii) above UNLESS such persons also
engage in the activities or perform the duties that are described in
subparagraphs (iv) and (v) above.

(2) "Advisory Client" means the portfolios comprising the Golden Oak
Family of Funds.

(3) "Beneficial Ownership" of a Security is to be determined in the same
manner as it is for purposes of Section 16 of the Securities
Exchange Act of 1934. This means that a person should generally
consider him or herself the beneficial owner of any securities in
which he or she has a direct or indirect pecuniary interest. In
addition, a person should consider him or herself the beneficial
owner of securities held by his or her spouse, minor children, a
relative who shares his or her home, or other persons by reason of
any contract, arrangement, understanding or relationship that
provides him or her with sole or shared voting or investment power.

(4) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control"
means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the
result of an official position with such company. Ownership of 25%
or more of a company's outstanding voting securities is presumed to
give the holder thereof control over the company. Such presumption
may be countered by the facts and circumstances of a given
situation.

(5) "Fund" means an investment company registered under the 1940 Act for
which the Adviser acts as adviser or sub-adviser.

(6) "Investment Personnel" means all Access Persons who, with respect to
an Advisory Client, occupy the position of account or portfolio
manager (or who serve on an investment committee that carries out
the investment management function), all Access Persons who provide
or supply information and/or advice to any such manager (or
committee), or who execute or help execute any such manager's (or
committee's) decisions, and all Access Persons who, in connection
with their regular functions, obtain contemporaneous information
regarding the purchase or sale of a Security by or for an Advisory
Client.

(7) "Purchase or sale of a Security" includes, among other things, the
writing of an option to purchase or sell a Security.

(8) "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include
securities issued by the Government of the

-2-
<PAGE>

United States or an agency thereof, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered
open-end mutual funds.

(9) A "Security held or to be acquired" by an Advisory Client means any
Security which, within the most recent 15 days, (i) is or has been
held by an Advisory Client or (ii) is being or has been considered
by the Adviser for purchase by an Advisory Client.

(10) A Security is "being purchased or sold" by an Advisory Client from
the time when a purchase or sale program has been communicated to
the person who places the buy and sell order for an Advisory Client
until the time when such program has been fully completed or
terminated.

(11) The designated "Review Officer" shall be the Trust Compliance
Officer.

III. PROHIBITED PURCHASES AND SALES OF SECURITIES.

(1) No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to be
acquired by any Advisory Client

(A) employ any device, scheme or artifice to defraud such Advisory
Client;

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

(C) engage in any act, practice or course of business which would
operate as a fraud or deceit upon such Advisory Client; or

(D) engage in any manipulative practice with respect to such
Advisory Client.

(2) Subject to Sections IV(3) and IV(4) of this Code, no Access Person
shall purchase or sell, directly or indirectly, any Security in
which he or she had or by reason of such transaction acquired any
Beneficial Ownership, within 24 hours (7 days, in the case of
Investment Personnel) before or after the time that the same (or a
related) Security is being purchased or sold by any Advisory Client.
Any profits realized on trades within these proscribed periods will
be disgorged.

(3) No Investment Personnel may acquire securities as part of an initial
public offering.

(4) No Access Person shall purchase a Security offered in a private
placement without the specific, prior written approval of the
Adviser's designated Review Officer.

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<PAGE>

(5) No Access Person shall profit from the purchase and sale, or sale
and purchase, of the same (or equivalent) Security within a 60-day
period. Profit due to any such short-term trades will be disgorged.
Exceptions to this policy are permitted only with the approval of
the General Auditor of the Adviser and then only in an emergency or
extraordinary circumstances.

IV. PRE-CLEARANCE OF TRANSACTIONS.

(1) Except as provided in Section IV(3), each Access Person must
pre-clear each proposed transaction in Securities with the Review
Officer prior to proceeding with the transaction. No transaction in
Securities shall be effected without the prior written approval of
the Review Officer. In determining whether to grant such clearance,
the Review Officer shall refer to Section IV(4), below.

(2) In determining whether to grant approval for the purchase of a
Security offered in a private placement, the Review Officer shall
take into account, among other factors, whether the investment
opportunity should be reserved for an Advisory Client, and whether
the opportunity is being offered to the Access Person by virtue of
his or her position with the Adviser.

(3) The requirements of Section IV(1) shall not apply to the following
transactions:

(A) Purchases or sales over which the Access Person has no direct
or indirect influence or control.

(B) Purchases or sales which are non-volitional on the part of
either the Access Person, including purchases or sales upon
exercise of puts or calls written by the Access Person and
sales from a margin account pursuant to a BONA FIDE margin
call.

(D) Purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its Securities,
to the extent such rights were acquired from such issuer

(4) The following transactions shall be entitled to clearance from the
Review Officer:

(A) Transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to
any Advisory Client and which are otherwise in accordance with
Rule 17j-1. Such transactions would normally include purchases
or sales of up to 1,000 shares of a Security which

-4-
<PAGE>

is being considered for purchase or sale by an Advisory Client
(but not then being purchased or sold) if the issuer has a
market capitalization of over $1 billion.

(B) Purchases or sales of securities which are not eligible for
purchase or sale by any Advisory Client as determined by
reference to the Act and blue sky laws and regulations
thereunder, the investment objectives and policies and
investment restrictions of an Advisory Client or undertakings
made to regulatory authorities.

V. ADDITIONAL RESTRICTIONS AND REQUIREMENTS.

(1) No Access Person shall accept or receive any gift of more than DE
MINIMS value from any person or entity that does business with or on
behalf of the Adviser or an Advisory Client.

(2) No Investment Personnel shall accept a position as a director,
trustee or general partner of a publicly-traded company or
partnership unless the acceptance of such position has been approved
by the General Auditor of the Adviser as consistent with the
interests of the Advisory Clients.

(3) Each Access Person must direct each brokerage firm or bank at which
such person maintains a securities account to promptly send
duplicate copies of such person's statement to the Review Officer.
Compliance with this provision can be effected by the Access Person
providing duplicate copies of all such statements directly to the
Review Officer within two business days of receipt by the Access
Person.

(4) Each Access Person must provide to the Review Officer an annual
update to the complete listing of all securities owned by such
person to the Review Officer as of January 31 of each subsequent
year. The initial listing of a person first becoming an Access
Person must be submitted within 10 days of the date upon which such
person first became an Access Person of the Adviser.

VI. REPORTING OBLIGATION.

(1) The Adviser shall create and thereafter maintain a list of all
Access Persons.

(2) Each Access Person shall report all transactions in Securities, in
which the person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership. Reports shall be filed with
the Review Officer each quarter. The Review Officer shall submit
confidential quarterly reports with respect to his or her own
personal securities

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<PAGE>

transactions to an officer designated to receive his or her reports
("Alternate Review Officer"), who shall act in all respects in the
manner prescribed for the Review Officer.

(3) Every report shall be made not later than 10 days after the end of
the calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following information:

(A) The date of the transaction, the title and the number of
shares and the principal amount of each security involved;

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

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

(E) The date the report was signed.

(4) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he
or she has any direct or indirect beneficial ownership in the
Security to which the report relates.

(5) Every Access Person shall report the name of any publicly-traded
company (or any company anticipating a public offering of its equity
securities) and the total number of its shares beneficially owned by
him or her if such total ownership is more than 1/2 of 1% of the
company's outstanding shares.

(6) Every Access Person who owns Securities acquired in a private
placement shall disclose such ownership to Review Officer if such
person is involved in any subsequent consideration of an investment
in the issuer by an Advisory Client. The Adviser's decision to
recommend the purchase of such issuer's Securities to any Advisory
Client will be subject to independent review by Investment Personnel
with no personal interest in the issuer.

(7) In the event no reportable transactions occurred during the quarter,
the report should be so noted and returned signed and dated.

(8) Every Access Person shall certify annually that he or she:

(A) has read and understands this Code;

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<PAGE>

(B) recognizes that he or she is subject to the Code;

(D) has disclosed and reported all personal securities
transactions required to be disclosed or reported.

VII. REVIEW AND ENFORCEMENT.

(1) The Review Officer shall compare all reported personal securities
transactions with completed portfolio transactions of the Access
Persons and a list of securities being considered for purchase or
sale by the Adviser to determine whether a violation of this Code
may have occurred. Before making any determination that a violation
has been committed by any person, the Review Officer shall give such
person an opportunity to supply additional explanatory material.

(2) If the Review Officer determines that a violation of this Code may
have occurred, he or she shall submit his or her written
determination, together with the confidential monthly report and any
additional explanatory material provided by the individual, to the
Senior Officer in charge of the Golden Oak Family of Funds, who
shall make a determination in conjunction with the General Auditor
of the Adviser if a violation has occurred.

(3) If a violation has occurred, the Senior Officer in charge of the
Golden Oak Family of Funds in conjunction with the Human Resource
Director and the Chief Executive Officer of the Adviser, shall
impose upon the individual such sanctions as they may deem
appropriate. Violations will be dealt with according to established
disciplinary policies up to and including termination.

(4) No person shall participate in a determination of whether he or she
has personally committed a violation of this Code or of the
imposition of any sanction against him or herself.

VIII. RECORDS.

The Adviser shall maintain records in the manner and to the extent set forth
below, which records shall be available for examination by representatives of
the Securities and Exchange Commission.

(1) A copy of this 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;

(2) A record of any violation of this Code, and of any action taken as a
result of such

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<PAGE>

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;

(3) A copy of each report made by an Access Person pursuant to this Code
shall be preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two years in
an easily accessible place; and

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

IX. MISCELLANEOUS.

(1) All reports of securities transactions and any other information
filed with the Adviser pursuant to this Code shall be treated as
confidential.

(2) The Adviser may from time to time adopt such interpretations of this
Code as it deems appropriate.

(3) The Senior Officer in charge of the Golden Oak Family of Funds of
the Adviser shall report to the Adviser and to the Board of Trustees
of each Advisory Client at least annually as to the operation of
this Code and shall address in any such report the need (if any) for
further changes or modifications to this Code.

Adopted this ______ day
of ____________, 20__.

-8-

<PAGE>

<TABLE>
<S><C>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.

Code of Ethics

- --------------------------------- -----------------------------------------------------------------------------------------------
Summary Wellington Management Company, llp and its affiliates have a fiduciary duty to
investment company and investment counseling clients which requires each employee to act
solely for the benefit of clients. Also, each employee has a duty to act in the best
interest of the firm. In addition to the various laws and regulations covering the firm's
activities, it is clearly in the firm's best interest as a professional investment advisory
organization to avoid potential conflicts of interest or even the appearance of such conflicts
with respect to the conduct of the firm's employees. Wellington Management's personal
trading and conduct must recognize that the firm's clients always come first, that the firm
must avoid any actual or potential abuse of our positions of trust and responsibility, and that
the firm must never take inappropriate advantage of its positions. While it is not possible to
anticipate all instances of potential conflict, the standard is clear.

In light of the firm's professional and legal responsibilities, we believe it is appropriate to
restate and periodically distribute the firm's Code of Ethics to all employees. It is
Wellington Management's aim to be as flexible as possible in its internal procedures, while
simultaneously protecting the organization and its clients from the damage that could arise
from a situation involving a real or apparent conflict of interest. While it is not possible to
specifically define and prescribe rules regarding all possible cases in which conflicts might
arise, this Code of Ethics is designed to set forth the policy regarding employee conduct in
those situations in which conflicts are most likely to develop. If an employee has any doubt
as to the propriety of any activity, he or she should consult the President or Regulatory
Affairs Department.

The Code reflects the requirements of United States law, Rule 17j-1 of the Investment
Company Act of 1940, as amended on October 29, 1999, as well as the recommendations
issued by an industry study group in 1994, which were strongly supported by the SEC. The
term "Employee" includes all employees and Partners.

- --------------------------------- -----------------------------------------------------------------------------------------------
Policy on Personal Essentially, this policy requires that all personal securities transactions
Securities (including acquisitions or dispositions other than through a purchase or sale)
Transactions by all Employees must be cleared prior to execution. The only exceptions to this policy of
prior clearance are noted below.

- --------------------------------- -----------------------------------------------------------------------------------------------
Definition of The following transactions by Employees are considered "personal" under
"Personal Securities applicable SEC rules and therefore subject to this statement of policy:
Transactions"

1
<PAGE>

Code of Ethics
Page 2

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

2
Transactions for an Employee's own account, including IRA's.
Transactions for an account in which an Employee has indirect beneficial ownership, unless
the Employee has no direct or indirect influence or control over the account. Accounts
involving family (including husband, wife, minor children or other dependent relatives), or
accounts in which an Employee has a beneficial interest (such as a trust of which the
Employee is an income or principal beneficiary) are included within the meaning of
"indirect beneficial interest".

If an Employee has a substantial measure of influence or control over an account, but
neither the Employee nor the Employee's family has any direct or indirect beneficial interest
(e.g., a trust for which the Employee is a trustee but not a direct or indirect beneficiary),
the rules relating to personal securities transactions are not considered to be directly
applicable. Therefore, prior clearance and subsequent reporting of such transactions are not
required. In all transactions involving such an account an Employee should, however, conform
to the spirit of these rules and avoid any activity which might appear to conflict with the
investment company or counseling clients or with respect to the Employee's position within
Wellington Management. In this regard, please note "Other Conflicts of Interest", found later
in this Code of Ethics, which does apply to such situations.

- --------------------------------- -----------------------------------------------------------------------------------------------
Preclearance EXCEPT AS SPECIFICALLY EXEMPTED IN THIS SECTION, ALL EMPLOYEES MUST CLEAR
Required PERSONAL SECURITIES TRANSACTIONS PRIOR TO EXECUTION. This includes bonds, stocks
(including closed end funds), convertibles, preferreds, options on securities, warrants,
rights, etc. for domestic and foreign securities, whether publicly traded or privately placed.
The only exceptions to this requirement are automatic dividend reinvestment and stock purchase
plan acquisitions, broad-based stock index and U.S. government securities futures and options
on such futures, transactions in open-end mutual funds, U.S. Government securities, commercial
paper, or non-volitional transactions. Non-volitional transactions include gifts to an
Employee over which the Employee has no control of the timing or transactions which result
from corporate action applicable to all similar security holders (such as splits, tender
offers, mergers, stock dividends, etc.). Please note, however, that most of these transactions
must be reported even though they do not have to be precleared. See the following section on
reporting obligations.

Clearance for transactions must be obtained by contacting the Director of Global Equity
Trading or those personnel designated by him for this purpose. Requests for clearance and
approval for transactions may be communicated orally or via email. The Trading
Department will maintain a log of all requests for approval as coded confidential records of
the firm. Private placements (including both securities and partnership interests) are
subject to special clearance by the Director of Regulatory Affairs, Director of Enterprise

<PAGE>

Code of Ethics
Page 3

- --------------------------------- -----------------------------------------------------------------------------------------------
Risk Management or the General Counsel, and the clearance will remain in effect for a
reasonable period thereafter, not to exceed 90 days.

CLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS FOR PUBLICLY TRADED SECURITIES WILL BE IN
EFFECT FOR ONE TRADING DAY ONLY. THIS "ONE TRADING DAY" POLICY IS INTERPRETED AS FOLLOWS:
- IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL MARKET IN WHICH THE SECURITY
TRADES IS OPEN, CLEARANCE IS EFFECTIVE FOR THE REMAINDER OF THAT TRADING DAY UNTIL THE
OPENING OF THAT MARKET ON THE FOLLOWING DAY.
- IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL MARKET IN WHICH THE SECURITY
TRADES IS CLOSED, CLEARANCE IS EFFECTIVE FOR THE NEXT TRADING DAY UNTIL THE OPENING OF
THAT MARKET ON THE FOLLOWING DAY.

- --------------------------------- -----------------------------------------------------------------------------------------------
Filing of Reports Records of personal securities transactions by Employees will be maintained. All Employees
are subject to the following reporting requirements:
1
Duplicate Brokerage All Employees must require their securities brokers to send duplicate
Confirmations confirmations of their securities transactions to the Regulatory Affairs
Department. Brokerage firms are accustomed to providing this service. Please contact
Regulatory Affairs to obtain a form letter to request this service. Each employee must
return to the Regulatory Affairs Department a completed form for each brokerage account
that is used for personal securities transactions of the Employee. Employees should NOT send
the completed forms to their brokers directly.
The form must be completed and returned to the Regulatory Affairs Department prior to
any transactions being placed with the broker. The Regulatory Affairs Department will
process the request in order to assure delivery of the confirms directly to the Department
and to preserve the confidentiality of this information. When possible, the transaction
confirmation filing requirement will be satisfied by electronic filings from securities
depositories.
2
Filing of Quarterly SEC rules require that a quarterly record of all personal securities
Report of all transactions submitted by each person subject to the Code's requirements and that
"Personal Securities this record be available for inspection. To comply with these rules,
Transactions" every Employee must file a quarterly personal securities transaction report within 10
calendar days after the end of each calendar quarter. Reports are filed electronically
utilizing the firm's proprietary Personal Securities Transaction Reporting System (PSTRS)
accessible to all Employees via the Wellington Management Intranet.

At the end of each calendar quarter, Employees will be notified of the filing requirement.
Employees are responsible for submitting the quarterly report within the deadline
established in the notice.

<PAGE>

Code of Ethics
Page 4

- --------------------------------- -----------------------------------------------------------------------------------------------
Transactions during the quarter indicated on brokerage confirmations or electronic filings
are displayed on the Employee's reporting screen and must be affirmed if they are accurate.
Holdings not acquired through a broker submitting confirmations must be entered
manually. All Employees are required to submit a quarterly report, even if there were no
reportable transactions during the quarter.

Employees must also provide information on any new brokerage account established during
the quarter including the name of the broker, dealer or bank and the date the account was
established.

IMPORTANT NOTE: The quarterly report must include the required information for all
"personal securities transactions" as defined above, except transactions in open-end mutual
funds, money market securities, U.S. Government securities, and futures and options on
futures on U.S. government securities. Non-volitional transactions and those resulting from
corporate actions must also be reported even though preclearance is not required and the
nature of the transaction must be clearly specified in the report.

3
Certification of Compliance As part of the quarterly reporting process on PSTRS, Employees are required to confirm
their compliance with the provisions of this Code of Ethics.
4
Filing of Personal Annually, all Employees must file a schedule indicating their
Holding Report personal securities holdings as of December 31 of each year by the following
January 30. SEC Rules require that this report include the title, number of shares and
principal amount of each security held in an Employee's personal account, and the name of
any broker, dealer or bank with whom the Employee maintains an account. "Securities" for
purposes of this report are those which must
be reported as indicated in the prior paragraph. Newly hired Employees are required to file
a holding report within ten (10) days of joining the firm. Employees may indicate securities
held in a brokerage account by attaching an account statement, but are not required to do
so, since these statements contain additional information not required by the holding
report.

5
Review of Reports All reports filed in accordance with this section will be maintained and kept confidential by
the Regulatory Affairs Department. Reports will be reviewed by the Director of Regulatory
Affairs or personnel designated by her for this purpose.

<PAGE>

Code of Ethics
Page 5

- --------------------------------- -----------------------------------------------------------------------------------------------
Restrictions on While all personal securities transactions must be cleared prior to execution, the
"Personal Securities following guidelines indicate which transactions will be prohibited, discouraged,
Transactions" or subject to nearly automatic clearance. The clearance of personal securities transactions
may also depend upon other circumstances, including the timing of the proposed transaction
relative to transactions by our investment counseling or
investment company clients; the nature of the securities and the parties involved in the
transaction; and the percentage of securities involved in the transaction relative to
ownership by clients. The word "clients" refers collectively to investment company clients
and counseling clients. Employees are expected to be particularly sensitive to meeting the
spirit as well as the letter of these restrictions.

Please note that these restrictions apply in the case of debt securities to the specific issue
and in the case of common stock, not only to the common stock, but to any equity-related
security of the same issuer including preferred stock, options, warrants, and convertible
bonds. Also, a gift or transfer from you (an Employee) to a third party shall be subject to
these restrictions, unless the donee or transferee represents that he or she has no present
intention of selling the donated security.

1
No Employee may engage in personal transactions involving any securities which are:

- being bought or sold on behalf of clients until one trading day after such buying or
selling is completed or canceled. In addition, no Portfolio Manager may engage in a
personal transaction involving any security for 7 days prior to, and 7 days following, a
transaction in the same security for a client account managed by that Portfolio Manager
without a special exemption. See "Exemptive Procedures" below. Portfolio Managers
include all designated portfolio managers and others who have direct authority to make
investment decisions to buy or sell securities, such as investment team members and
analysts involved in Research Equity portfolios. All Employees who are considered
Portfolio Managers will be so notified by the Regulatory Affairs Department.

- the subject of a new or changed action recommendation from a research analyst until
10 business days following the issuance of such recommendation;

- the subject of a reiterated but unchanged recommendation from a research analyst until
2 business days following reissuance of the recommendation

- actively contemplated for transactions on behalf of clients, even though no buy or sell
orders have been placed. This restriction applies from the moment that an Employee
has been informed in any fashion that any Portfolio Manager intends to purchase or sell
a specific security. This is a particularly sensitive area and one in which each Employee
must exercise caution to avoid actions which, to his or her knowledge, are in conflict or
in competition with the interests of clients.

<PAGE>

Code of Ethics
Page 6

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

2
The Code of Ethics strongly discourages short term trading by Employees. In addition, no
Employee may take a "short term trading" profit in a security, which means the sale of a
security at a gain (or closing of a short position at a gain) within 60 days of its purchase,
without a special exemption. See "Exemptive Procedures". The 60 day prohibition does not
apply to transactions resulting in a loss, nor to futures or options on futures on broad-based
securities indexes or U.S. government securities.

3
No Employee engaged in equity or bond trading may engage in personal transactions
involving any equity securities of any company whose primary business is that of a
broker/dealer.

4
Subject to preclearance, Employees may engage in short sales, options, and margin
transactions, but such transactions are strongly discouraged, particularly due to the 60 day
short term profit-taking prohibition. Any Employee engaging in such transactions should
also recognize the danger of being "frozen" or subject to a forced close out because of the
general restrictions which apply to personal transactions as noted above. In specific case of
hardship an exception may be granted by the Director of Regulatory Affairs or her designee
upon approval of the Ethics Committee with respect to an otherwise "frozen" transaction.

5
No Employee may engage in personal transactions involving the purchase of any security on
an initial public offering. This restriction also includes new issues resulting from spin-offs,
municipal securities and thrift conversions, although in limited cases the purchase of such
securities in an offering may be approved by
the Director of Regulatory Affairs or her designee upon determining that approval would
not violate any policy reflected in this Code. This restriction does not apply to open-end
mutual funds, U. S. government issues or money market investments.

6
EMPLOYEES MAY NOT PURCHASE SECURITIES IN PRIVATE PLACEMENTS UNLESS APPROVAL OF THE
DIRECTOR OF REGULATORY AFFAIRS, DIRECTOR OF ENTERPRISE RISK MANAGEMENT OR THE GENERAL
COUNSEL HAS BEEN OBTAINED. This approval will be based upon a determination that the
investment opportunity need not be reserved for clients, that the Employee is not being
offered the investment opportunity due to his or her employment with Wellington
Management and other relevant factors on a case-by-case basis. If the Employee has
portfolio management or securities analysis responsibilities and is granted approval to
purchase a private placement, he or she must disclose the privately placed holding later if

<PAGE>

Code of Ethics
Page 7

- --------------------------------- -----------------------------------------------------------------------------------------------
asked to evaluate the issuer of the security. An independent review of the Employee's
analytical work or decision to purchase the security for a client account will then be
performed by another investment professional with no personal interest in the transaction.

Gifts and Other Employees should not seek, accept or offer any gifts or favors of more than
Sensitive Payments minimal value or any preferential treatment in dealings with any client, broker/dealer,
portfolio company, financial institution or any other organization
with whom the firm transacts business. Occasional participation in lunches, dinners,
cocktail parties, sporting activities or similar gatherings conducted for business purposes are
not prohibited. However, for both the Employee's protection and that of the firm it is
extremely important that even the appearance of a possible conflict of interest be avoided.
Extreme caution is to be exercised in any instance in which business related travel and
lodgings are paid for other than by Wellington Management, and prior approval must be
obtained from the Regulatory Affairs Department.

Any question as to the propriety of such situations should be discussed with the Regulatory
Affairs Department and any incident in which an Employee is
encouraged to violate these provisions should be reported immediately. An explanation of
all extraordinary travel, lodging and related meals and
entertainment is to be reported in a brief memorandum to the Director of Regulatory
Affairs.

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

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

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

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

<PAGE>

Code of Ethics
Page 8

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

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

- --------------------------------- -----------------------------------------------------------------------------------------------
Other Conflicts of Employees should also be aware that areas other than personal securities
Interest transactions or gifts and sensitive payments may involve conflicts of interest. The following
should be regarded as examples of situations involving real or potential conflicts rather than
a complete list of situations to avoid.

"Inside Information" Specific reference is made to the firm's policy on the use of "inside information" which
applies to personal securities transactions as well as to client transactions.

Use of Information Information acquired in connection with employment by the organization may not be used
in any way which might be contrary to or in competition with the interests
of clients. Employees are reminded that certain clients have specifically required their
relationship with us to be treated confidentially.

Disclosure of Information regarding actual or contemplated investment decisions, research
Information priorities or client interests should not be disclosed to persons outside our organization and
in no way can be used for personal gain.

Outside All outside relationships such as directorships or trusteeships of any kind or
Activities membership in investment organizations (e.g., an investment club) must be cleared by the
Director of Regulatory Affairs prior to the acceptance of such a position. As a general
matter, directorships in unaffiliated public companies or companies which may reasonably
be expected to become public companies will not be authorized because of the potential for
conflicts which may impede our freedom to act in the best interests of clients. Service with
charitable organizations generally will be authorized, subject to considerations related to
time required during working hours and use of proprietary information.

Exemptive Procedure The Director of Regulatory Affairs, the Director of Enterprise Risk Management, the
General Counsel or the Ethics Committee can grant exemptions from the personal trading
restrictions in this Code upon determining that the transaction for which an exemption is
requested would not result in a conflict of interest or violate any other policy embodied in
this Code. Factors to be considered may include: the size and holding period of the
Employee's position in the security, the market capitalization of the issuer, the liquidity of

<PAGE>

Code of Ethics
Page 9

- --------------------------------- -----------------------------------------------------------------------------------------------
the security, the reason for the Employee's requested transaction, the amount and timing of
client trading in the same or a related security, and other relevant factors.

Any Employee wishing an exemption should submit a written request to the Director of
Regulatory Affairs setting forth the pertinent facts and reasons why the employee believes
that the exemption should be granted. Employees are cautioned that exemptions are
intended to be exceptions, and repetitive exemptive applications by an Employee will not be
well received.

Records of the approval of exemptions and the reasons for granting exemptions will be
maintained by the Regulatory Affairs Department.

- --------------------------------- -----------------------------------------------------------------------------------------------
Compliance with Adherence to the Code of Ethics is considered a basic condition of employment
The Code of Ethics with our organization. The Ethics Committee monitors compliance with the Code and
reviews violations of the Code to determine what action or sanctions are appropriate.

Violations of the provisions regarding personal trading will presumptively be subject to being
reversed in the case of a violative purchase, and to disgorgement of any profit realized from
the position (net of transaction costs and capital gains taxes payable with respect to the
transaction) by payment of the profit to any client disadvantaged by the transaction, or to a
charitable organization, as determined by the Ethics Committee, unless the Employee
establishes to the satisfaction of the Ethics Committee that under the particular
circumstances disgorgement would be an unreasonable remedy for the violation.

Violations of the Code of Ethics may also adversely affect an Employee's career with
Wellington Management with respect to such matters as compensation and advancement.

Employees must recognize that a serious violation of the Code of Ethics or related policies
may result, at a minimum, in immediate dismissal. Since many provisions of the Code of
Ethics also reflect provisions of the U.S. securities laws, Employees should be aware that
violations could also lead to regulatory enforcement action resulting in suspension or
expulsion from the securities business, fines and penalties, and imprisonment.

Again, Wellington Management would like to emphasize the importance of obtaining prior
clearance of all personal securities transactions, avoiding prohibited transactions, filing all
required reports promptly and avoiding other situations which might involve even an
apparent conflict of interest. Questions regarding interpretation of this policy or questions
related to specific situations should be directed to the Regulatory Affairs Department or
Ethics Committee.

Revised: March 1, 2000
</TABLE>

<PAGE>

WPG TUDOR FUND, WPG GROWTH AND INCOME FUND, WPG GROWTH
FUND, WPG QUANTITATIVE EQUITY FUND,
WPG CORE BOND FUND, WPG INTERMEDIATE
MUNICIPAL BOND FUND, WPG GOVERNMENT MONEY MARKET FUND,
WPG TAX-FREE MONEY MARKET FUND, WEISS, PECK & GREER INTERNATIONAL FUND,
RWB/WPG U.S. LARGE STOCK FUND
TOMORROW LONG-TERM RETIREMENT FUND
TOMORROW MEDIUM-TERM RETIREMENT FUND
TOMORROW SHORT-TERM RETIREMENT FUND

CODE OF ETHICS

INTRODUCTION

This Code of Ethics is divided into three parts. The first part contains
provisions applicable to access persons of the Fund who are also access persons
of Weiss, Peck & Greer, L.L.C. ("WPG") or, with respect to Weiss, Peck & Greer
International Fund, access persons of WPG or Lloyds Investment Management
International Limited (where applicable, each of WPG and Lloyds Investment
Management International Limited are referred to herein as the "Adviser"). The
second part of this Code of Ethics pertains to "disinterested" trustees of the
Fund. The third part contains record keeping and other provisions.

The Board of Trustees of the Fund has determined that the high standards of
ethics in the area of personal trading which have been established by the
Adviser may, without change, be appropriately applied by the Fund to those
access persons of the Fund who are also access persons of the Adviser. Such
persons may have frequent opportunities for knowledge of and, in some cases,
influence over, Fund portfolio transactions. In the experience of the Fund,
trustees who are unaffiliated with the Adviser (e.g., disinterested trustees)
have comparatively less current knowledge and considerably less influence over
specific purchases and sales of securities by the Fund. Therefore, this Code of
Ethics contains separate provisions applicable to such access persons.

DEFINITIONS

For purposes of this Code of Ethics, the following definitions shall apply:

a. The term "access person" with respect to the Fund shall mean any
trustee, officer or advisory person (as defined below) of the Fund. The term
"access person" with respect to the Adviser shall mean any principal, director,
officer or advisory person (as defined below) of the Adviser.

b. The term "advisory person" shall mean (i) every employee of the Fund (or
of any company in a control relationship to the Fund) who, in connection with
his or her regular functions or duties, makes, participates in, or obtains
information regarding, the purchase or sale of a security (as defined below) by
the Fund, or whose functions relate to the making of any recommendations with
respect to such purchases or sales and (ii) every natural person in a control
relationship to the Fund who obtains information concerning recommendations made
to the Fund with regard to the purchase or sale of a security.

c. The term "beneficial ownership" shall mean a direct or indirect
"pecuniary interest" (as defined in subparagraph (a)(2) of Rule 16a-1 under the
Securities Exchange Act of 1934, as amended) that is held or shared by a person
directly or indirectly (through any contract, arrangement, understanding,
relationship or otherwise) in a security. While the definition of "pecuniary
interest" in subparagraph (a)(2) of Rule 16a-1 is complex, the term generally
means the opportunity directly or indirectly to provide or share in any profit
derived from a transaction in a security. An indirect pecuniary interest in
securities by a person would be deemed to exist as a result of: (i) ownership of
securities by any of such person's immediate family members sharing the same
household (including child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother- or father-in-law, sister- or
brother-in-law, and son- or daughter-in-law); (ii) the person's partnership
interest in the portfolio securities held by a general or limited partnership;
(iii) the existence of a performance-related fee (not simply an asset-based fee)
received by such person as broker, dealer, investment adviser or manager to a
securities account; (iv) the person's right to receive dividends from a security
provided such right is separate or separable from the underlying securities; (v)
the person's interest in securities held by a trust under certain circumstances;
and (vi) the person's right to acquire securities through the exercise or
conversion of a "derivative security" (which

<PAGE>

term excludes (a) a broad-based index option or future, (b) a right with an
exercise or conversion privilege at a price that is not fixed, and (c) a
security giving rise to the right to receive such other security only PRO RATA
and by virtue of a merger, consolidation or exchange offer involving the issuer
of the first security).

d. The term "control" shall mean the power to exercise a controlling
influence over the management or policies of the Fund, unless such power is
solely the result of an official position with the Fund, all as determined in
accordance with Section 2(a)(9) of the Investment Company Act of 1940, as
amended (the "1940 Act").

e. The term "disinterested trustee" shall mean a trustee of the Fund who is
not an "interested person" of the Fund within the meaning of Section 2(a)(19) of
the 1940 Act.

f. The term "Fund" shall mean, individually, each of WPG Tudor Fund, WPG
Growth and Income Fund, WPG Growth Fund, WPG Quantitative Equity Fund, WPG
Government Securities Fund, WPG Intermediate Municipal Bond Fund, WPG Government
Money Market Fund, WPG Tax-Free Money Market Fund, Weiss, Peck & Greer
International Fund, RWB/WPG U.S. Large Stock Fund, Tomorrow Long-Term Retirement
Fund, Tomorrow Medium-Term Retirement Fund, Tomorrow Short-Term Retirement Fund,
Tomorrow Post-Retirement Fund, Core Large-Cap Stock Fund and Core Small-Cap
Stock Fund.

g. The term "investment personnel" shall mean all portfolio managers of the
Fund and other advisory persons who assist the portfolio managers in making
investment decisions for the Fund, including, but not limited to, analysts and
traders of the Adviser.

h. The term "material non-public information" with respect to an issuer
shall mean information, not yet released to the public, that would have a
substantial likelihood of affecting a reasonable investor's decision to buy or
sell any securities of such issuer.

I. The term "purchase" shall include the writing of an option to purchase.

j. The term "Review Officer" shall mean the officer of the Fund designated
from time to time by the Board of Trustees of the Fund to receive and review
reports of purchases and sales by access persons. The term "Alternative Review
Officer" shall mean the officer of the Fund designated from time to time by the
Board of Trustees of the Fund to receive and review reports of purchases and
sales by the Review Officer, and who shall act in all respects in the manner
prescribed herein for the Review Officer.

k. The term "sale" shall include the writing of an option to sell.

l. The term "security" shall have the meaning set forth in Section 2(a)(36)
of the 1940 Act, except that it shall not include shares of registered open-end
investment companies, securities issued by the United States government within
the meaning of Section 2(a)(16) of the 1940 Act, bankers' acceptances, bank
certificates of deposit, commercial paper and such other money market
instruments as may be designated from time to time by the Board of Trustees.

m. The phrase "security held or to be acquired" shall mean any security
which, within the most recent 15 days, is or has been held by the Fund or is
being or has been considered for purchase by the Fund or the Adviser for
purchase by the Fund.

n. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and communicated
and, with respect to the person making the recommendation, when such person
seriously considers making such a recommendation.

-2-
<PAGE>

I. RULES APPLICABLE TO ACCESS PERSONS OF THE FUND WHO ARE ALSO ACCESS PERSONS
OF THE ADVISER.

A. INCORPORATION OF THE ADVISER'S CODE OF ETHICS.

1. The provisions of WPG's Code of Ethics, which is attached as
Appendix A hereto as such and may be amended from time to time, are hereby
incorporated by reference as the Fund's Code of Ethics applicable to access
persons of the Fund who are also access persons of WPG. With respect to Weiss,
Peck & Greer International Fund, the provisions of the Code of Ethics of Lloyds
Investment Management International Limited are hereby incorporated herein by
reference as the Fund's Code of Ethics applicable to access persons of the Fund
who are also access persons of Lloyds Investment Management International
Limited.

2. A violation of the Adviser's Code of Ethics by an access person of
the Fund who is also an access person of the Adviser shall constitute a
violation of this Code of Ethics.

B. REPORTS

1. Access persons of the Fund who are access persons of the Adviser
shall file the reports required under the Adviser's Code of Ethics with the
Review Officer and, if the Review Officer is an access person, the Review
Officer shall submit his/her reports to the Alternate Review Officer.

2. As an alternative to compliance with the reporting requirements of
subparagraph 1 of this Section, an access person of the Fund who is also an
access person of the Adviser shall be considered to have satisfied his or her
reporting requirements provided that: (i) the access person complies with the
alternative reporting provisions of the Adviser's Code of Ethics and (ii) the
Adviser provides to the Review Officer all reports required to be made by its
access persons under its Code of Ethics.

I-1
<PAGE>

II. RULES APPLICABLE TO DISINTERESTED TRUSTEES.

A. LEGAL REQUIREMENTS.

Section 17(j) the 1940 Act provides, among other things, that it is
unlawful for any disinterested trustee of the Fund to engage in any act,
practice or course of business in connection with the purchase or sale, directly
or indirectly, by such disinterested trustee of any security held or to be
acquired by the Fund in contravention of such rules and regulations as the
Securities and Exchange Commission (the "Commission") may adopt to define and
prescribe means reasonably necessary to prevent such acts, practices or courses
of business as are fraudulent, deceptive or manipulative. Pursuant to Section
17(j), the Commission has adopted Rule 17j-1 which provides, among other things,
that it is unlawful for any disinterested trustee of the Fund in connection with
the purchase or sale, directly or indirectly, by such person of a security held
or to be acquired by the Fund:

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

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

(iii) to engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon the Fund; or

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

B. STATEMENT OF POLICY.

It is the policy of the Fund that no disinterested trustee shall
engage in any act, practice or course of conduct that would violate the
provisions of Rule 17j-1. The fundamental position of the Fund is, and has been,
that each disinterested trustee shall place at all times the interests of Fund
and its shareholders first. Accordingly, private securities transactions by
disinterested trustees of the Fund must be conducted consistent with this Code
of Ethics and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of a disinterested trustee's position of trust and
responsibility. Further, disinterested trustees should not take inappropriate
advantage of their positions with or on behalf of the Fund.

Without limiting in any manner the fiduciary duty owed by
disinterested trustees to the Fund or the provisions of this Code of Ethics, it
should be noted that the Fund considers it proper that purchases and sales be
made by its disinterested trustees in the marketplace of securities owned by the
Fund; provided, however, that such personal securities transactions comply with
the spirit of, and the specific restrictions and limitations set forth in, this
Code of Ethics. In making personal investment decisions with respect to any
security extreme care must be exercised by disinterested trustees to ensure that
the prohibitions of this Code of Ethics are not violated. It bears emphasis that
technical compliance with the procedures, prohibitions and limitations of this
Code of Ethics will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by a disinterested trustee of his or
her fiduciary duty to the Fund.

C. PROHIBITED ACTIVITIES.

A violation of the Statement of Policy set forth above would always
include at least the following prohibited activities. Should you have any
questions regarding this Code of Ethics or whether an action is prohibited by
this Code, please contact the Review Officer before taking such action.

1. No disinterested trustee shall, directly or indirectly, purchase or
sell securities in such a way that the disinterested trustee knew, or
reasonably should have known, that such securities transactions
compete in the market with actual or considered securities
transactions for the Fund, or otherwise personally act to injure the
Fund's securities transactions.

2. No disinterested trustee shall use any knowledge of securities
purchased or sold by the Fund or securities being considered for
purchase or sale by the Fund to profit personally, directly or
indirectly, by the market effect of such transactions.

II-1
<PAGE>

3. No disinterested trustee shall, directly or indirectly, communicate
to any person who is not an access person of the Fund any material
non-public information relating to the Fund or any issuer of any
security owned by the Fund, including, without limitation, the
purchase or sale or considered purchase or sale of a security on
behalf of the Fund.

D. EXEMPT TRANSACTIONS AND CONDUCT.

The Statement of Policy and the Prohibited Activities set forth in
Sections B and C above shall not be deemed to be violated by any of the
following transactions:

1. Purchases or sales for an account over which the disinterested
trustee has no direct or indirect influence or control;

2. Purchases or sales which are non-volitional on the part of the
disinterested trustee;

3. Purchases and sales which are part of an automatic dividend
reinvestment, cash purchase or withdrawal plan provided that no
adjustment is made by the access person to the rate at which
securities are purchased or sold, as the case may be, under such a
plan during any period in which the security is being considered for
purchase or sale by the Fund;

4. Purchases made by exercising rights distributed by an issuer PRO
RATA to all holders of a class of its securities, to the extent such
rights were acquired by the disinterested trustee from the issuer, and
sales of such rights so acquired;

5. Tenders of securities pursuant to tender offers which are expressly
conditioned on the tender offer's acquisition of all of the securities
of the same class; and

6. Purchases or sales for which the disinterested trustee has received
prior written approval from the Fund. Prior approval shall be granted
only if a purchase or sale of securities is consistent with the
purposes of this Code of Ethics and Section 17(j) of the 1940 Act and
Rule 17j-1 thereunder.

E. JOINT PARTICIPATION.

Disinterested trustees should be aware that a specific provision of
the 1940 Act prohibits such persons, in the absence of an order of the
Commission, from effecting a transaction in which the Fund is a "joint
or a joint and several participant" with such person. Any transaction
which suggests the possibility of a question in this area should be
presented to legal counsel for review.

F. REPORTING REQUIREMENTS.

1. Mandatory Reporting. Each disinterested trustee shall submit to the Fund a
report as to all securities transactions effected during each quarterly period,
in which such disinterested trustee has, or by reason of such transactions
acquires or disposes of, any beneficial ownership of a security; provided,
however, that a disinterested trustee shall not be required to file a report
unless such trustee, at the time of that transaction, knew or, have known that,
during the 15-day period immediately preceding the date of the transaction by
the trustee such security was purchased or sold by the Fund or such security was
being considered by the Fund or the Adviser for purchase or sale by the Fund.

This mandatory reporting requirement shall apply whether or not one of the
exemptions listed in Section D applies, except that a disinterested trustee
shall not be required to make a report with respect to transactions effected for
any account over which such person does not have any direct or indirect
influence or control.

2. Voluntary Reporting. Each disinterested trustee may submit to the Fund a
report as to all securities transactions effected during each quarterly period,
in which such disinterested trustee has, or by reason of such transactions
acquires or disposes of, any beneficial ownership of a security.

II-2
<PAGE>

3. Every report required by subparagraph 1 of this Section shall contain a brief
statement of the exemption provided in Section D that was relied upon in
effecting the securities transaction and the circumstances of the transaction.
In addition, every report submitted pursuant to this Section shall be in the
form annexed hereto as Form A, or in similar form (such as a computer printout),
and shall set forth at least the following information:

(I) The date of each transaction, the title, class and number of
shares, and the principal amount of each security involved;

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

(iii) The price at which each transaction was effected; and

(iv) The name of the broker, dealer or bank with or though whom each
transaction was effected;

PROVIDED, HOWEVER, if no transactions in any securities were effected during a
quarterly period by a disinterested trustee, such disinterested trustee shall
submit to the Fund a report on Form A stating that no reportable securities
transactions were effected.

4. As an alternative to the literal compliance with the reporting requirements
of this Section, a disinterested trustee shall be considered to have satisfied
his or her reporting requirement, if:

a. the disinterested trustee agrees to execute, and does execute, with
or through WPG all trades in securities in which such disinterested
trustee has a beneficial ownership interest;

b. a computer printout or similar report is produced by WPG and
delivered to the Fund no less frequently than the frequency set forth
in subparagraph 1 of this Section and containing with respect to the
disinterested trustee at least the information that would otherwise
have been required by subparagraph 3 of this Section; and

c. such disinterested trustee certifies annually in writing to WPG
that, during the prior calendar year, he or she in fact maintained
with WPG all brokerage accounts in which such person had a beneficial
ownership interest and executed all trades required to be reported by
subparagraph 1 of this Section with or through WPG.

G. DISCLOSURE OF CERTAIN PERSONAL HOLDINGS.

Each disinterested trustee shall disclose to the Fund initially upon
becoming a trustee and at least quarterly thereafter all securities in which he
or she has a beneficial ownership interest which beneficial ownership
constitutes 1/2 of 1% or more of the outstanding amount of the issue of such
security.

H. ANNUAL CERTIFICATION OF COMPLIANCE.

All disinterested trustees shall certify annually on the form annexed
hereto as Form B that they (i) have read and understand this Code of Ethics and
recognize that they are subject hereto, (ii) have complied with the requirements
of this Code of Ethics and (iii) have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the
requirements of this Code of Ethics.

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III. MISCELLANEOUS

A. RECORDKEEPING REQUIREMENTS.

The Fund shall maintain and preserve in an easily accessible place:

1. a copy of this Code of Ethics (and any prior code of ethics that
was in effect at any time during the past five years) for a period of
not less than five years;

2. a record of any violation of this Code of Ethics and of any action
taken as a result of such violation for a period of not less than five
years following the end of the fiscal year in which the violation
occurs;

3. a copy of each report (or computer printout) submitted under this
Code of Ethics for a period of not less than five years, only those
reports submitted during the previous two years must be maintained and
preserved in an easily accessible place; and

4. a list of all persons who are, or within the past five years were,
required to make reports pursuant to this Code of Ethics.

B. CONFIDENTIALITY.

All information obtained from any access person hereunder shall be
kept in strict confidence by the Fund, except that reports of securities
transactions hereunder will be made available to the Commission or any other
regulatory or self-regulatory organization to the extent required by law or
regulation or to the extent the Fund considers necessary or advisable in
cooperating with an investigation or inquiry by the Commission or any other
regulatory or self-regulatory organization.

C. AMENDMENT TO THE ADVISER'S CODE OF ETHICS.

Any amendment to the Adviser's Code of Ethics shall be deemed an
amendment to this Code of Ethics effective ninety (90) days after written notice
of each amendment shall have been received by the Secretary of the Fund, unless
the Fund's Board of Trustees expressly determines that such amendment shall
become effective at an earlier date or shall not be adopted.

D. REVIEW OF REPORTS.

1. The Review Officer shall compare the reported personal securities
transactions of each access person with completed and contemplated portfolio
transactions of the Fund to determine whether a violation of this Code of Ethics
may have occurred. In the case of reports of personal securities transactions of
the Review Officer, the Alternative Review Officer shall perform such
comparison. Before making any determination that a violation has been committed
by any access person, the Review Officer or Alternative Review Officer, as the
case may be, shall provide such person an opportunity to supply additional
explanatory material.

2. If the Review Officer or Alternative Review Officer, as the case may be,
determines that a violation of this Code of Ethics has or may have occurred, he
shall submit a written determination, together with the related report by the
access person and any additional explanatory material provided by the access
person to the Chairman of the Fund, who shall make an independent determination
of whether a violation has occurred.

3. On a quarterly basis, the Review Officer shall prepare a summary of the level
of compliance by all access persons with this Code of Ethics during the previous
quarter, including without limitation the percentage of reports timely filed and
the number and nature of all material violations. On an annual basis, the Review
Officer shall prepare a report identifying any recommended changes to existing
restrictions or procedures based upon the Fund's experience under this Code of
Ethics, evolving industry practices and developments in applicable laws or
regulations. The Alternative Review Officer shall prepare reports with respect
to compliance by the Review Officer.

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E. SANCTIONS.

Any violation of this Code of Ethics by an access person shall result in the
imposition of such sanctions as the Board of Trustees (without the presence of
and participation by the disinterested trustee at issue, if applicable) of the
Fund may deem appropriate under the circumstances, which may include, but is not
limited to, removal or suspension from office, termination of employment, a
letter of censure and/or restitution to the Fund of an amount equal to the
advantage the offending person shall have gained by reason of such violation.

F. INTERPRETATION.

The Fund's Board of Trustees may from time to time adopt such interpretations of
this Code of Ethics as it deems appropriate.

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APPENDIX A
WEISS, PECK & GREER, L.L.C.

CODE OF ETHICS

1. DEFINITIONS.

For purposes of this Code of Ethics, the following definitions shall apply:

a. The term "access person" shall mean any principal, officer or advisory person
(as defined below) of the Adviser.

b. The term "Adviser" shall mean Weiss, Peck & Greer, L.L.C.

c. The term "advisory person" shall mean (i) every employee of the Adviser (or
of any company in a control relationship to the Adviser) who, in connection with
his or her regular functions or duties, makes, participates in, or obtains
information regarding, the purchase or sale of a security (as defined below) by
an Investment Company, or whose functions relate to the making of any
recommendations with respect to such purchases or sales and (ii) every natural
person in a control relationship to the Adviser who obtains information
concerning recommendations made to an Investment Company with regard to the
purchase or sale of a security.

d. The term "beneficial ownership" shall mean a direct or indirect "pecuniary
interest" (as defined in subparagraph (a)(2) of Rule 16a-1 under the Securities
Exchange Act of 1934, as amended) that is held or shared by a person directly or
indirectly (through any contract, arrangement, understanding, relationship or
otherwise) in a security. While the definition of "pecuniary interest" in
subparagraph (a)(2) of Rule 16a-1 is complex, the term generally means the
opportunity directly or indirectly to provide or share in any profit derived
from a transaction in a security. An indirect pecuniary interest in securities
by a person would be deemed to exist as a result of: (i) ownership of securities
by any of such person's immediate family members sharing the same household
(including child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother- or father-in-law, sister- or brother-in-law, and son-
or daughter-in-law); (ii) the person's partnership interest in the portfolio
securities held by a general or limited partnership; (iii) the existence of a
performance-related fee (not simply an asset-based fee) received by such person
as broker, dealer, investment adviser or manager to a securities account; (iv)
the person's right to receive dividends from a security provided such right is
separate or separable from the underlying securities; (v) the person's interest
in securities held by a trust under certain circumstances; and (vi) the person's
right to acquire securities through the exercise or conversion of a "derivative
security" (which term excludes (a) a broad-based index option or future, (b) a
right with an exercise or conversion privilege at a price that is not fixed, and
(c) a security giving rise to the right to receive such other security only PRO
RATA and by virtue of a merger, consolidation or exchange offer involving the
issuer of the first security).

e. The term "control" shall mean the power to exercise a controlling influence
over the management or policies of the Adviser, unless such power is solely the
result of an official position with the Adviser, all as determined in accordance
with Section 2(a)(9) of the 1940 Act.

f. The term "Investment Company" shall mean a management investment company
registered as such under the 1940 Act and for which the Adviser is the
investment adviser.

g. The term "investment personnel" shall mean all portfolio managers of the
Adviser and other advisory persons who assist the portfolio managers in making
investment decisions for an Investment Company, including, but not limited to,
analysts and traders of the Adviser.

h. The term "material non-public information" with respect to an issuer shall
mean information, not yet released to the public, that would have a substantial
likelihood of affecting a reasonable investor's decision to buy or sell any
securities of such issuer.

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i. The term "portfolio manager" shall mean every person who is responsible for
the day-to-day management of an Investment Company or who shares such
responsibility with another portfolio manager.

j. The term "purchase" shall include the writing of an option to purchase.

k. The term "Review Officer" shall mean the officer of the Adviser designated
from time to time by the Adviser to receive and review reports of purchases and
sales by access persons. The term "Alternative Review Officer" shall mean the
officer of the Adviser designated from time to time by the Adviser to receive
and review reports of purchases and sales by the Review Officer, and who shall
act in all respects in the manner prescribed herein for the Review Officer.

l. The term "sale" shall include the writing of an option to sell.

m. The term "security" shall have the meaning set forth in Section 2(a)(36) of
the 1940 Act, except that it shall not include shares of registered open-end
investment companies, securities issued by the United States government within
the meaning of Section 2(a)(16) of the 1940 Act, bankers' acceptances, bank
certificates of deposit, commercial paper and such other money market
instruments as may be designated from time to time by the Adviser.

n. The phrase "security held or to be acquired" shall mean any security which,
within the most recent 15 days, is or has been held by an Investment Company or
is being or has been considered for purchase by an Investment Company or the
Adviser for purchase by an Investment Company.

o. A security is "being considered for purchase or sale" when a recommendation
to purchase or sell a security has been made and communicated and, with respect
to the person making the recommendation, when such person seriously considers
making such a recommendation.

2. LEGAL REQUIREMENTS.

Section 17(j) of the Investment Company Act of 1940, as amended (the
"1940 Act"), provides, among other things, that is unlawful for any access
person of the Adviser to engage in any act, practice or course of business in
connection with the purchase or sale, directly or indirectly, by such person of
any security held or to be acquired by an Investment Company in contravention of
such rules and regulations as the Securities and Exchange Commission (the
"Commission") may adopt to define and prescribe means reasonably necessary to
prevent such acts, practices or courses of business as are fraudulent, deceptive
or manipulative. Pursuant to Section 17(j), the Commission has adopted Rule
17j-1 which provides, among other things, that it is unlawful for any access
person of the Adviser in connection with the purchase or sale, directly or
indirectly, by such person of a security held or to be acquired by an Investment
Company:

(i) to employ any device, scheme or artifice to defraud an Investment Company;

(ii) to make to an Investment Company any untrue statement of a material fact or
omit to state to an Investment Company a material fact necessary in order to
make the statement made, in light of the circumstances under which they were
made, not misleading;

(iii) to engage in any act, practice or course of business which operates or
would operate as a fraud or deceit upon an Investment Company; or

(iv) to engage in any manipulative practice with respect to an Investment
Company.

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3. STATEMENT OF POLICY.

It is the policy of the Adviser that no access person shall engage in any
act, practice or course of conduct that would violate the provisions of Rule
17j-1. The fundamental position of the Adviser is, and has been, that each
access person shall place at all times the interests of each Investment Company
and its shareholders first. Accordingly, private securities transactions by
access persons of the Adviser must be conducted consistent with this Code of
Ethics and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of an access person's position of trust and
responsibility. Further, access persons should not take inappropriate advantage
of their positions with or on behalf of any Investment Company.

Without limiting in any manner the fiduciary duty owed by access persons
to the Investment Companies or the provisions of this Code of Ethics, it should
be noted that the Adviser considers it proper that purchases and sales be made
by its access persons in the marketplace of securities owned by the Investment
Companies; provided, however, that such securities transactions comply with the
spirit of, and the specific restrictions and limitations set forth in, this Code
of Ethics. Such personal securities transactions should also be made in amounts
consistent with the normal investment practice of the person involved and with
an investment, rather than a trading, outlook. Not only does this policy
encourage investment freedom and result in investment experience, but it also
fosters a continuing personal interest in such investments by those responsible
for the continuous supervision of the Investment Companies' portfolios. It is
also evidence of confidence in the investments made. In making personal
investment decisions with respect to any security, however, extreme care must be
exercised by access persons to ensure that the prohibitions of this Code of
Ethics are not violated. Further, personal investing by an access person should
be conducted in such a manner so as to eliminate the possibility that the access
person's time and attention is being devoted to his or her personal investments
at the expense of time and attention that should be devoted to management of an
Investment Company's portfolio. It bears emphasis that technical compliance with
the procedures, prohibitions and limitations of this Code of Ethics will not
automatically insulate from scrutiny personal securities transactions which show
a pattern of abuse by an access person of his or her fiduciary duty to any
Investment Company.

4. PROHIBITED ACTIVITIES.

a. No access person shall, directly or indirectly, purchase or sell securities
in such a way that the access person knew, or reasonably should have known, that
such securities transactions compete in the market with actual or considered
securities transactions for any Investment Company, or otherwise personally act
to injure any Investment Company's securities transactions;

b. No access person shall use the knowledge of securities purchased or sold by
any Investment Company or securities being considered for purchase or sale by
any Investment Company to profit personally, directly or indirectly, by the
market effect of such transactions;

c. No access person shall, directly or indirectly, communicate to any person who
is not an access person any material non-public information relating to any
Investment Company or any issuer of any security owned by any Investment
Company, including, without limitation, the purchase or sale or considered
purchase or sale of a security on behalf of any Investment Company, except to
the extent necessary to effectuate securities transactions on behalf of the
Investment Company;

d. Investment personnel shall not, directly or indirectly, purchase any security
sold in an public offering (initial or otherwise) of an issuer;

e. Investment personnel shall not, directly or indirectly, purchase any security
issued pursuant to a private placement without obtaining prior written approval
from the Review Officer. Investment personnel shall not recommend any securities
transaction by an Investment Company without having previously disclosed any
beneficial ownership interest in securities issued pursuant to a private
placement or the issuer thereof to the Adviser, including without limitation:

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(I) his or her beneficial ownership of any such securities of such issuer;
(ii) any contemplated transaction by such person in such securities;
(iii) any position with such issuer or its affiliates; and
(iv) any present or proposed business relationship between such issuer or
its affiliates and such person or any party in which such person has a
significant interest.

Such interested investment personnel may not participate in the decision for an
Investment Company to purchase and sell securities of such issuer.

f. Investment personnel shall not accept any gift or personal benefit valued in
excess of $100 annually from any single person or entity that does business with
or on behalf of an Investment Company. Gifts of a DE MINIMIS value (i.e., gifts
whose reasonable value is no more than $100 annually from any single person or
entity), and customary business lunches, dinners and entertainment at which both
the advisory person and the giver are present, and promotional items of DE
MINIMIS value may be accepted. Any solicitation of gifts or gratuities is
unprofessional and is strictly prohibited.

g. Investment personnel shall not serve on the board of directors of any
publicly traded company, absent prior written authorization and determination by
the Review Officer that the board service would be consistent with the interests
of an Investment Company and its shareholders;

h. No portfolio manager shall, directly or indirectly, purchase or sell any
security in which he or she has, or by reason of such purchase acquires, any
beneficial ownership interest within a period of seven (7) calendar days before
and after any Investment Company advised by the portfolio manager has purchased
or sold such security. In calculating the 7 calendar day period, the trade date
of the managed account's transaction is not counted. Any securities transaction
by a portfolio manager in violation of this subparagraph h must be unwound, if
possible, and the profits, if any, must be disgorged.

5. EXEMPT TRANSACTIONS AND CONDUCT.

This Code of Ethics shall not be deemed to be violated by any of the
following transactions:

a. Purchases or sales for an account over which the access person has no direct
or indirect influence or control;

b. Purchases or sales which are non-volitional on the part of the access person;

c. purchases and sales which are part of an automatic dividend reinvestment,
cash purchase or withdrawal plan provided that no adjustment is made by the
access person to the rate at which securities are purchased or sold, as the case
may be, under such a plan during any period in which the security is being
considered for purchase or sale by an Investment Company;

d. Purchases made by exercising rights distributed by an issuer PRO RATA to all
holders of a class of its securities, to the extent such rights were acquired by
the access person from the issuer, and sales of such rights so acquired;

e. Tenders of securities pursuant to tender offers which are expressly
conditioned on the tender offer's acquisition of all of the securities of the
same class;

f. Purchases or sales for which the access person has received prior written
approval from the Fund. Prior approval shall be granted only if a purchase or
sale of securities is consistent with the purposes of this Code of Ethics and
Section 17(j) of the 1940 Act and rules thereunder; and

g. Purchases or sales made in good faith on behalf of an Investment Company, it
being understood by, and disclosed to, each Investment Company that the Adviser
may make contemporaneous investment decisions and cause to be effected
contemporaneous executions on behalf of one or more of the Investment Companies
and that such executions may increase or decrease the price at which securities
are purchased or sold for the Investment Companies.

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6. RULES ADOPTED BY WEISS, PECK & GREER, L.L.C.

All principals and employees of the Adviser, including access persons,
are subject to the rules adopted by the Adviser, as set forth in the Statement
of Policy on Personal Securities Transactions by Principals, Employees and
Related Accounts dated March 1, 1996 and as amended from time to time (the
"Trading Policy"), in addition to the requirements of this Code of Ethics. The
Trading Policy is attached hereto as Exhibit A. The Trading Policy requires,
among other things, that (i) investments beneficially owned by principals and
employees of the Adviser be held at risk for specified time periods, (ii)
securities transactions by an Investment Company receive the best price in
relation to securities transactions by principals and employees of the Adviser
which are executed on the same day and (iii) principals and employees of the
Adviser obtain approval from the Adviser before selling personally any security
which was previously purchased by an Investment Company based, in whole or in
part, upon his or her recommendation or advice.

The restriction in the Trading Policy that investments beneficially owned
by principals and employees of the Adviser be held at risk for specified time
periods is imposed because (i) it has been suggested that personal investing
activities of a trading nature may give rise to the possibility of an
impropriety, even when the transactions themselves are entirely appropriate and
beyond reproach, (ii) the amount of time and attention required by investment
activities of a trading nature may divert time and attention away from time that
should be devoted to management of Investment Company assets, (iii) it does not
seem wise to foster a trading attitude among those responsible for investments
by an Investment Company.

Any violation of the Trading Policy which adversely affects an Investment
Company shall be deemed to be a violation of this Code of Ethics.

7. JOINT PARTICIPATION.

Access persons should be aware that a specific provision of the 1940 Act
prohibits such persons, in the absence of an order of the Commission, from
effecting a transaction in which an Investment Company is a "joint or a joint
and several participant" with such person. Any transaction which suggests the
possibility of a question in this area should be presented to legal counsel for
review.

8. BROKERAGE ACCOUNTS.

a. Access persons of WPG are required to maintain with the Adviser all brokerage
accounts in which they have a beneficial ownership interest, unless an exemption
from this requirement is sought from, and granted by, the Adviser.

b. Access persons of the Adviser who are exempted from the requirement to
maintain their brokerage accounts with the Adviser are required to direct their
brokers to supply to the Adviser on a timely basis duplicate copies of
confirmations of all securities transactions in which the access person has a
beneficial ownership interest, whether or not one of the exemptions listed in
Section 5 applies.

9. PRECLEARANCE PROCEDURE.

Prior to effecting any securities transaction in which an access person
has a beneficial ownership interest (other than open-end investment company
securities), the access person must receive written approval from the Trading
Department Preclearance Officer and the Review Officer. The Trading Department
Preclearance Officer and the Review Officer shall preclear their personal
securities transactions with the Alternative Trading Department Preclearance
Officer and the Alternative Review Officer respectively. Each request for
preclearance must be submitted to the Trading Department Preclearance Officer on
a Personal Investment Preclearance Form (See Form C attached to this Code).
Verbal approval of personal securities transactions is not permitted.

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Any approval by the Trading Department Preclearance Officer and the
Review Officer is valid only for the day on which the approval is granted. If an
Access Person is unable to effect the securities transaction on that day, he or
she must resubmit a completed Personal Investment Preclearance Form and reobtain
approval from the Trading Department Preclearance Officer and the Review Officer
prior to effecting the securities transaction.

The Trading Department Preclearance Officer and the Review Officer will
base their decision whether to approve a personal securities transaction for an
Access Person after considering the specific restrictions and limitations set
forth in, and the spirit of, this Code, including without limitation whether the
security at issue is being considered for purchase or sale for an Investment
Company. The Trading Department Preclearance Officer and the Review Officer are
not required to give any explanation for refusing to approve a securities
transaction and their decision shall be final and binding.

10. REPORTING REQUIREMENTS.

a. Each access person shall submit to the Adviser a report in the form annexed
hereto as Form A or in similar form (such as a computer printout) which report
shall set forth at least the information described in subparagraph b of this
Section as to all securities transactions during each quarterly period, in which
such access person has, or by reason of such transactions acquires or disposes
of, any beneficial ownership of a security, whether or not one of the exemptions
listed in Section 5 applies. Access persons shall not be required to report
securities transactions effected for any account over which such person does not
have any direct or indirect influence.

b. Every report on Form A shall be made not later than ten (10) days after the
end of each calendar quarter in which the transaction(s) to which the report
relates was effected and shall contain the following information:

(i)The date of each transaction, the title, class and number of shares, and
the principal amount of each security involved;

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

(iii)The price at which each transaction was effected; and

(iv)The name of the broker, dealer or bank with or though whom each
transaction was effected.

PROVIDED, HOWEVER, if no transactions in any securities required to be reported
were effected during a quarterly period by an access person (including
disinterested trustees), such access person shall submit to the Adviser a report
on Form A within the time-frame specified above stating that no reportable
securities transactions were effected.

c. Every report concerning a securities transaction with respect to which the
reporting person relies upon one of the exceptions provided in Section 5 shall
contain a brief statement of the exemption relied upon and the circumstances of
the transactions.

d. Notwithstanding subparagraph a of this Section, an access person need not
report securities transactions pursuant to this Code of Ethics where the
reported information would be duplicative of information reported pursuant to
Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940.

11. ALTERNATIVE REPORTING PROVISIONS.

As an alternative to the literal compliance with the reporting
requirements of Section 10, an access person shall be considered to have
satisfied his or her reporting requirements provided that:

a. With respect to an access person who maintains with the Adviser all
brokerage accounts in which such person has a beneficial ownership interest and
executed all trades required to be reported by Section 10, such access person
certifies annually in writing to the Adviser that, during the prior calendar
year, such person maintained with the Adviser all such brokerage accounts and
executed all such trades.

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With respect to such access persons, the Adviser shall prepare a computer
printout or similar report no less frequently than the frequency set forth in
subparagraph b of Section 10 and containing with respect to the access person at
least the information that would otherwise have been required by subparagraph b
of Section 10.

b. With respect to an access person who maintains with a firm other
than the Adviser a brokerage account in which such person has a beneficial
ownership interest pursuant to the exemption set forth in Section 8, (i) such
person arranges for the Adviser to receive and the Adviser does receive, no less
frequently than the frequency set forth in subparagraph b of Section 10,
brokerage statements concerning such accounts containing at least the
information which would have been required by subparagraph b of Section 10; and
(ii) such access person certifies annually in writing to the Adviser that,
during the prior calendar year, such person has obtained the necessary approval
for the maintenance of such accounts and specifies in the certificate the name
and location of all such accounts.

12. DISCLOSURE OF PERSONAL HOLDINGS.

All investment personnel shall submit to the Adviser initially upon
becoming an investment person and annually thereafter a report disclosing all
securities in which such person has a beneficial ownership interest.

13. ANNUAL CERTIFICATION OF COMPLIANCE.

All access persons shall certify annually on the form annexed hereto as
Form A that they (i) have read and understand this Code of Ethics and recognize
that they are subject hereto, (ii) have complied with the requirements of this
Code of Ethics and (iii) have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of this Code of Ethics.

14. CONFIDENTIALITY.

All information obtained from any access person hereunder shall be kept
in strict confidence by the Adviser, except that reports of securities
transactions hereunder will be made available to the Commission or any other
regulatory or self-regulatory organization to the extent required by law or
regulation or to the extent the Adviser considers necessary or advisable in
cooperating with an investigation or inquiry by the Commission or any other
regulatory or self-regulatory organization.

15. NOTICE TO ACCESS PERSONS.

The Adviser shall identify all persons who are considered to be "access
persons," "investment personnel" and "portfolio managers," inform such persons
of their respective duties and provide such persons with copies of this Code of
Ethics. The Adviser shall continue, in the ordinary course through its portfolio
reports, to advise all access persons of the securities held by the Adviser
during each quarterly period.

16. REVIEW OF REPORTS.

a. Within 20 days of each month-end, the Review Officer shall prepare a summary
of all transactions by access persons in securities which were purchased, sold,
held or considered for purchase or sale by each Investment Company during the
prior month.

b. The Review Officer shall compare the reported personal securities
transactions with completed and contemplated portfolio transactions of the
Investment Companies to determine whether a violation of this Code of Ethics may
have occurred. In the case of reports of personal securities transactions of the
Review Officer, the Alternative Review Officer shall perform such comparison.
Before making any determination that a violation has been committed by any
person, the Review Officer or the Alternative Review Officer, as the case may
be, shall give such person an opportunity to supply additional explanatory
material.

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c. If the Review Officer or the Alternative Review Officer, as the case may be,
determines that a violation of this Code of Ethics has or may have occurred, he
shall submit a written determination, together with the related report by the
access person and any additional explanatory material provided by the access
person to the Senior Managing Principal of the Adviser, who shall make an
independent determination of whether a violation has occurred.

d. On a quarterly basis, the Review Officer shall prepare a summary of the level
of compliance with this Code of Ethics during the previous quarter, including
without limitation the percentage of reports timely filed and the number and
nature of all material violations. On an annual basis, the Review Officer shall
prepare a report identifying any recommended changes in existing restrictions or
procedures based upon the Adviser's experience under this Code of Ethics,
evolving industry practices and developments in applicable laws or regulations.
The Alternative Review Officer shall prepare separate reports with respect to
compliance by the Review Officer.

17. SANCTIONS.

Any violation of this Code of Ethics shall result in the imposition of
such sanctions as the Adviser may deem appropriate under the circumstances,
which may include, but is not limited to, removal or suspension from office,
termination of employment, a letter of censure and/or restitution to the
effected Investment Company of an amount equal to the advantage the offending
person shall have gained by reason of such violation.

18. RECORDKEEPING REQUIREMENTS.

The Adviser shall maintain and preserve in an easily accessible place:

a. a copy of this Code of Ethics (and any prior code of ethics that was in
effect at any time during the past five years) for a period of five years;

b. a record of any violation of this Code of Ethics and of any action taken as
a result of such violation for a period of five years following the end of the
fiscal year in which the violation occurs;

c. a copy of each report (or computer printout) submitted under this Code of
Ethics for a period of five years, only those reports submitted during the
previous two years must be maintained and preserved in an easily accessible
place; and

d. a list of all persons who are, or within the past five years were, required
to make reports pursuant to this Code of Ethics.

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ONE VALLEY BANK, N.A.

CODE OF ETHICS

While affirming its confidence in the integrity and good faith of all of its
employees, officers and directors, One Valley Bank, N.A. (the "Adviser"),
recognizes that the knowledge of present or future portfolio transactions and,
in certain instances, the power to influence portfolio transactions made by or
for The Arbor Fund (the "Fund") which may be possessed by certain of its
personnel could place such individuals, if they engage in personal transactions
in securities which are eligible for investment by the Fund, in a position where
their personal interest may conflict with that of the Fund.

I. STATEMENT OF GENERAL PRINCIPLES.

In recognition of the trust and confidence placed in the Adviser by the Fund and
its shareholders, and to give effect to the Adviser's belief that its operations
should be directed to the benefit of the Fund's shareholders, the Adviser hereby
adopts the following general principles to guide the actions of its employees,
officers and directors:

1. The interests of the Fund's shareholders are paramount, and all of the
Adviser's personnel must conduct themselves and their operations to give
maximum effect to this tenet by assiduously placing the interests of the
shareholders above their own.

2. All personal transactions in securities by the Adviser's personnel must be
accomplished so as to avoid even the appearance of a conflict of interest
on the part of such personnel with the interests of the Fund and its
shareholders.

3. All of the Adviser's personnel must avoid actions or activities that allow
(or appear to allow) a person to profit or benefit from his or her position
with respect to the Fund, or that otherwise bring into question the
person's independence or judgment.

II. DEFINITIONS.

1. "Access Person" shall mean each director, officer or employee of the
Adviser (or of any company in a control relationship to the Adviser) who,
(a) with respect to the Fund, makes any recommendation, participates in the
determination of which recommendation shall be made or whose principal
function or duties relate to the determination of which recommendation
shall be made to the Fund or (b) in connection with his or her regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a security by the Fund, or whose
functions relate to the making of any recommendations with respect to such
purchases or sales.

2. "Beneficial ownership" of a security is to be determined in the same manner
as it is for purposes of Section 16 of the Securities Exchange Act of 1934.
This means that a person should generally consider himself the beneficial
owner of any securities in which he has a direct or indirect pecuniary
interest. In addition, a person should consider himself the beneficial
owner of securities held by his spouse, his minor children, a relative who
shares his home, or other persons by reason of any contract, arrangement,
understanding or relationship that provides him with sole or shared voting
or investment power.

1
<PAGE>

3. "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the 1940 Act. Section 2(a)(9) provides that "control" means the power to
exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position
with such company. Ownership of 25% or more of a company's outstanding
voting security is presumed to give the holder thereof control over the
company. Such presumption may be countered by the facts and circumstances
of a given situation.

4. "Investment personnel" means all Access Persons who occupy the position of
portfolio manager (or who serve on an investment committee that carries out
the portfolio management function) with respect to the Fund or any
separately-managed series thereof (a "Fund"), and all Access Persons who
provide or supply information and/or advice to any portfolio manager (or
committee), or who execute or help execute any portfolio manager's (or
committee's) decisions.

5. "Purchase or sale of a security" includes, among other things, the writing
of an option to purchase or sell a security.

6. "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include securities
issued by the Government of the United States or an agency thereof,
bankers' acceptances, bank certificates of deposit, commercial paper and
registered, open-end mutual funds.

7. A "Security held or to be acquired" by the Fund (or any Fund) means any
Security which, within the most recent fifteen days, (i) is or has been
held by the Fund (or any Fund), or (ii) is being or has been considered by
the Adviser for purchase by the Fund (or any Fund).

8. A Security is "being purchased or sold" by the Fund from the time when a
purchase or sale program has been communicated to the person who places the
buy and sell orders for the Fund until the time when such program has been
fully completed or terminated.

III. PROHIBITED PURCHASES AND SALES OF SECURITIES.

1. No Access Person shall, in connection with the purchase or sale, directly
or indirectly, by such person of a Security held or to be acquired by any
Fund:

- employ any device, scheme or artifice to defraud such Fund;

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

- engage in any act, practice or course of business which would
operate as a fraud or deceit upon such Fund; or

- engage in any manipulative practice with respect to Fund.

2. Subject to Sections IV(2) and IV(3) of this Code, no Access Person shall
purchase or sell, directly or indirectly, any Security in which he had or
by reason of such transaction acquires any Beneficial Ownership, within 24
hours (7 days, in the case of Investment Personnel) before or after the
time that the same (or a related) Security is being purchased or sold by
any Fund.

3. No Investment Personnel may acquire Securities as part of an initial public
offering, or in a private placement offering, by the issuer.

2
<PAGE>

4. Subject to Sections IV(2) and IV(3) of this Code, no Access Person shall
sell a Security within 60 days of acquiring beneficial ownership of that
Security or purchase of Security within 60 days of selling such security.

IV. PRE-CLEARANCE OF TRANSACTIONS.

1. Except as provided in Section IV(2), each Investment Personnel must
pre-clear each proposed transaction in Securities with the Adviser's
designated Review Officer prior to proceeding with the transaction. No
transaction in Securities may be effected without the prior written
approval of the Review Officer. In determining whether to grant such
clearance, the Review Officer shall refer to Section IV(3), below.

2. The requirements of Section IV(1) shall not apply to the following
transactions:

- Purchases or sales over which the Access Person has no direct or
indirect influence or control.

- Purchases or sales which are non-volitional on the part of either
the Access Person or any Fund, including purchases or sales upon
exercise of puts or calls written by the Access Person and sales
from a margin account pursuant to a BONA FIDE margin call.

- Purchases which are part of an automatic dividend reinvestment
plan.

- Purchases effected upon the exercise of rights issued by an
issuer RATA to all holders of a class of its Securities, to the
extent such rights were acquired from such issuer.

3. The following transactions shall be entitled to clearance from the Review
Officer:

- Transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to the
Fund and which are otherwise in accordance with Rule 17j-1. Such
transactions would normally include purchases or sales of up to
1,000 shares of a Security which is being considered for purchase
or sale by a Fund (but not then being purchased or sold) if the
issuer has a market capitalization of over $1 billion.

- Purchases or sales of securities which are not eligible for
purchase or sale by any Fund of the Fund, as determined by
reference to the Act and blue sky laws and regulations
thereunder, the investment objectives and policies and investment
restrictions of the Fund and its series, undertakings made to
regulatory authorities.

- Transactions which the officers of the Adviser, as a group and
after consideration of all the facts and circumstances, determine
to be in accordance with Section III and to present no reasonable
likelihood of harm to the Fund.

V. ADDITIONAL RESTRICTIONS AND REQUIREMENTS.

1. No Access Person shall accept or receive any gift or other thing of more
than DE MINIMIS value from any person or entity that does business with or
on behalf of the Adviser or the Fund.

2. No Investment Personnel may accept a position as a director, trustee or
general partner of a publicly-traded company unless such position has been
presented to and approved by the Adviser and-by Fund's Board of Trustees as
consistent with the interests of the Fund and its shareholders.

3
<PAGE>

3. Each Access Person must direct each brokerage firm or bank at which such
person maintains a securities account to promptly send duplicate copies of
such person's statement to the Review Officer. Compliance with this
provision can be effected by the Access Person providing duplicate copies
of all such statements directly to the Review Officer within two business
days of receipt by the Access Person.

4. Each Access Person must provide to the Review Officer a complete listing of
all securities owned by such person as of January 1, 1995, and thereafter
must submit a revised list of such holdings to the Review Officer as of
January 1 of each subsequent year. The initial listing must be submitted no
later than January 1, 1995 (or within 10 days of the date upon which such
person first became an Access Person of the Fund), and each update
thereafter must be provided no later than 10 days after the start of the
subsequent year.

VI. REPORTING OBLIGATION.

1. The Adviser shall create and thereafter maintain a list of all Access
Persons.

2. Each Access Person shall report all transactions in Securities in which the
person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership.

VII. REPORTS.

1. Quarterly reports shall be filed with the Review Officer. The Review
Officer and each Access Person shall submit confidential quarterly reports
with respect to his or her own personal securities transactions to an
alternative person designated to receive his or her reports ("Alternate
Review Officer"). The Alternative Review Officer shall act in all respects
in the manner prescribed herein for the Review Officer.

2. Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has any
direct or indirect beneficial ownership in the security to which the report
relates.

3. Every Access Person shall report the name of any publicly-owned company (or
any company anticipating a public offering of its equity securities) and
the total number of its shares beneficially owned by him if such total
ownership is more than 1/2 of 1% of the company's outstanding shares.

4. Every report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:

- The date of the transaction, the title and the number of shares
or the principal amount of each security involved;

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

- The price at which the transaction was effected; and

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

- The date the report was signed.

5. In the event no reportable transactions occurred during the quarter, the
report should be so noted and returned signed and dated.

4
<PAGE>

VIII. REVIEW AND ENFORCEMENT.

1. The Review Officer shall compare all reported personal securities
transactions with completed portfolio transactions of the Fund and a list
of securities being considered for purchase or sale by the Adviser to
determine whether a violation of this Code may have occurred. Before making
any determination that a violation has been committed by any person, the
Review Officer shall give such person an opportunity to supply additional
explanatory material.

2. If the Review Officer determines that a violation of this Code may have
occurred, he shall submit his written determination, together with the
confidential monthly report and any additional explanatory material
provided by the individual, to the President of the Adviser, who shall make
an independent determination as to whether a violation has occurred.

3. If the President finds that a violation has occurred, the President shall
impose upon the individual such sanctions as he or she deems appropriate
and shall report the violation and the sanction imposed to the Board of
Trustees of the Fund.

4. No person shall participate in a determination of whether he has committed
a violation of the Code or of the imposition of any sanction against
himself. If a securities transaction of the President is under
consideration, any Vice President shall act in all respects in the manner
prescribed herein for the President.

5. Any violation of Section III(2) or III(4) hereof shall be remedied by the
disgorgement on any profits realized.

6. All Access Persons shall be required to certify annually they have read and
understand the code of ethics and recognize that they are subject thereto.
Access Persons shall be required to certify annually that they have
complied with the requirements of the code of ethics and that they have
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the code.

IX. RECORDS.

The Adviser shall maintain records in the manner and to the extent set forth
below, which records shall be available for examination by representatives of
the Securities and Exchange Commission.

1. A copy of this 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;

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

3. A copy of each report made by an officer or trustee pursuant to this Code
shall be preserved for a period of not less than five years from the end of
the fiscal year in which it is made, the first two
years in an easily accessible place; and

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

5
<PAGE>

X. MISCELLANEOUS.

1. All reports of securities transactions and any other information filed with
the Fund pursuant to this Code shall be treated as confidential.

2. The Adviser may from time to time adopt such interpretations of this Code
as it deems appropriate.

3. The President of the Adviser shall report to the Adviser and to the Board
of Trustees of the Fund at least annually as to the operation of this Code
and shall address in any such report the need (if any) for further changes
or modifications to this Code.

6
<PAGE>

ONE VALLEY BANK, N.A.

CODE OF ETHICS

LISTING OF ACCESS PERSONS AND REVIEW OFFICERS

ACCESS PERSONS
- --------------
- - Randy Valentine
- - Ed Neely
- - Cheryl Beirne
- - Ian Flores
- - David Nolan
- - Jay Thomas
- - Stan Johnson
- - John Jividen
- - Steve Sears
- - Roger Kerr
- - Karen Setterstrom (added 8/98)
- - Jay McClung (added 1/99)
- - Scott Lane (added 4/99)

REVIEW OFFICER
- --------------
- - Randy Valentine

ALTERNATE REVIEW OFFICER
- ------------------------
- - John Jividen

7
<PAGE>

ONE VALLEY BANK, N.A.

CODE OF ETHICS

1999 QUARTERLY REPORTS ON PERSONAL SECURITIES TRANSACTIONS

Each Access Person must report the name of any publicly-owned company (or any
company anticipating a public offering of its equity securities) and the total
number of its shares beneficially owned by him if such total ownership is more
than 1/2 of 1% of the company's outstanding shares;

<TABLE>
<CAPTION>
FIRST QUARTER 1999 SIGNATURE DATE
- ------------------ --------- ----
<S> <C> <C>
- - Randy Valentine
- - Ed Neely
- - David Nolan
- - Jay Thomas
- - Ian Flores
- - Stan Johnson
- - John Jividen
- - Steve Sears
- - Roger Kerr
- - Karen Setterstrom
- - Jay McClung
- - Scott Lane (added 4/99)

<CAPTION>
SECOND QUARTER 1999 SIGNATURE DATE
- ------------------- --------- ----
<S> <C> <C>
- - Randy Valentine
- - Ed Neely
- - David Nolan
- - Jay Thomas
- - Ian Flores
- - Stan Johnson
- - John Jividen
- - Steve Sears
- - Roger Kerr
- - Karen Setterstrom
- - Jay McClung
- - Scott Lane (added 4/99)

<CAPTION>
THIRD QUARTER 1999 SIGNATURE DATE
- ------------------ --------- ----
<S> <C> <C>
- - Randy Valentine
- - Ed Neely
- - David Nolan
- - Jay Thomas
- - Ian Flores
- - Stan Johnson
- - John Jividen
- - Steve Sears
- - Roger Kerr
- - Karen Setterstrom
- - Jay McClung
- - Scott Lane (added 4/99)
</TABLE>

8
<PAGE>

ONE VALLEY BANK, N.A.

CODE OF ETHICS

1999 QUARTERLY REPORTS ON PERSONAL SECURITIES TRANSACTIONS

<TABLE>
<CAPTION>
FOURTH QUARTER 1999 SIGNATURE DATE
- ------------------- --------- ----
<S> <C> <C>
- - Randy Valentine
- - Ed Neely
- - David Nolan
- - Jay Thomas
- - Ian Flores
- - Stan Johnson
- - John Jividen
- - Steve Sears
- - Roger Kerr
- - Karen Setterstrom
- - Jay McClung
- - Scott Lane (added 4/99)
</TABLE>

9
<PAGE>

ONE VALLEY BANK, N.A.

CODE OF ETHICS

ANNUAL CERTIFICATION BY ALL ACCESS PERSONS

1999 STATEMENT OF CERTIFICATION

- - This certifies that I have read and understand the code of ethics and
recognize that I am subject thereto. I have complied with the requirements
of the code of ethics and have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to
the requirements of the code;

<TABLE>
<CAPTION>
ACCESS PERSON(S) DATE SIGNATURE
- --------------- ---- ---------
<S> <C> <C>
- - Randy Valentine
- - Ed Neely
- - Cheryl Beirne
- - David Nolan
- - Jay Thomas
- - Ian Flores
- - Stan Johnson
- - John Jividen
- - Steve Sears
- - Roger Kerr
- - Karen Setterstrom
- - Jay McClung
- - Scott Lane
</TABLE>

10
<PAGE>

MEMORANDUM

TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"

FROM: JOHN JIVIDEN

RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS

DATE: APRIL 9, 1999

CAREFULLY REVIEW THE ATTACHED CODE OF ETHICS. REGULAR MONTHLY (OR QUARTERLY)
STATEMENTS SHOULD BE SENT TO RANDY VALENTINE'S ATTENTION. MR. VALENTINE WILL
MAINTAIN FILES FOR EACH OF YOU REGARDING PERSONAL SECURITIES TRANSACTIONS FOR
1999 AND OWNERSHIP IN PUBLIC COMPANIES IF APPLICABLE.

PLEASE COMPLETE FOR THE FIRST QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM (PAGE 10) 3.) SIGNING AND DATING THE 1999 STATEMENT OF
CERTIFICATION (PAGE 11) AND 4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE
LAST PERSON SHOULD RETURN TO MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME
AT 7313 IF QUESTIONS.

11
<PAGE>

MEMORANDUM

TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"

FROM: JOHN JIVIDEN

RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS

DATE: JULY 6, 1999

PLEASE COMPLETE FOR THE SECOND QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM (PAGE 10) 3.) SIGNING AND DATING THE 1999 STATEMENT OF
CERTIFICATION (PAGE 11) AND 4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE
LAST PERSON SHOULD RETURN TO MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME
AT 7313 IF QUESTIONS.

12
<PAGE>

MEMORANDUM

TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"

FROM: JOHN JIVIDEN

RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS

DATE: OCTOBER 10, 1999

PLEASE COMPLETE FOR THE THIRD QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM (PAGE 10) 3.) SIGNING AND DATING THE 1999 STATEMENT OF
CERTIFICATION (PAGE 11) AND 4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE
LAST PERSON SHOULD RETURN TO MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME
AT 7313 IF QUESTIONS.

13
<PAGE>

MEMORANDUM

TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"

FROM: JOHN JIVIDEN

RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS

DATE: JANUARY 10, 2000

PLEASE COMPLETE FOR THE FOURTH QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM. 3.) SIGNING AND DATING THE 1999 STATEMENT OF CERTIFICATION, AND
4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE LAST PERSON SHOULD RETURN TO
MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME AT 7313 IF QUESTIONS.

14
<PAGE>

ONE VALLEY BANK, N.A.

CODE OF ETHICS

1999 QUARTERLY REPORTS ON PERSONAL SECURITIES TRANSACTIONS

- - Each Access Person must report the name of any publicly-owned company (or
any company anticipating a public offering of its equity securities) and
the total number of its shares beneficially owned by him if such total
ownership is more than 1/2 of 1% of the company's outstanding shares;

<PAGE>

CODE OF ETHICS

While affirming its confidence in the integrity and good faith of all
of its employees, officers and directors, Hancock Bank's Trust and Financial
Services Group (the Advisor), recognizes that the knowledge of present or future
portfolio transactions and, in certain instances, the power to influence
portfolio transactions made by or for the investment company it advises (the
Trust) which may be possessed by certain of its personnel could place such
individuals, if they engage in personal transactions in securities which are
eligible for investment by the Trust, in a position where their personal
interest may conflict with that of the Trust.

In view of the foregoing and of the provisions of Rule 17j-1(c)(1)
under the Investment Company Act of 1940 (the "1940 Act"), the advisor has
determined to adopt this Code of Ethics to specify and prohibit certain types of
transactions deemed to create conflicts of interest (or at least the potential
for or the appearance of such conflict) and to establish reporting requirements
and enforcement procedures.

I. Statement of General Principles.

In recognition of the trust and the confidence placed in the Advisor by
the Trust and its shareholders, and to give effect to the Advisor's
belief that its operations should be directed to the benefit of the
Trust's shareholders, the Advisor hereby adopts the following general
principles to guide the actions of its employees, officers and
directors:

1. The interests of the Trust's shareholders are paramount, and
all of the Advisor's personnel must conduct themselves and their
operations to give maximum effect to this tenet by assiduously
placing the interests of the shareholders before their own.

2. All personal transactions in securities by the Advisor's
personnel must be accomplished so as to avoid even the appearance
of a conflict of interest on the part of such personnel with the
interests of the Trust and its shareholders.

3. All of the Advisor's personnel must avoid actions or
activities that allow (or appear to allow) a person to profit or
benefit from his or her position with respect to the Trust, or
that otherwise bring into question the person's independence or
judgment.

II. Definitions.

1. "Access Person" shall mean (i) each employee and/or officer
of the Advisor and (ii) any natural person in a control
relationship to the Advisor, but only where such person, with
respect to the Trust, makes any recommendation, participates in
the determination of which recommendation shall be made, or whose
principal function or duties relate to the determination

<PAGE>

of which recommendation shall be made by the Advisor with respect
to the purchase or sale of a security by the Trust, or where such
person, in connection with his or her duties, obtains any
information concerning securities recommendations being made by
the Advisor to the Trust. Individuals who are periodically
consulted shall be deemed access personnel (of the Trust) for 10
days following the conclusion of the event which resulted in
their inclusion as an access person. Their inclusion as an access
person may be extended (depending on prevailing circumstances) by
the Compliance Officer.

2. Information regarding individual securities that are being
purchased or liquidated by the Advisor (for the Trust) shall only
be distributed to access personnel. These access personnel are
those individuals who are responsible for the day to day
investment advisory functions of the Trust.

3. "Beneficial ownership" of a security is to be determined in
the same manner as it is for purposes of Section 16 of the
Securities Exchange Act of 1934. This means that a person should
generally consider himself the beneficial owner of any securities
in which he has a direct or indirect pecuniary interest. In
addition, a person should consider himself the beneficial owner
of securities held by his spouse, his minor children, a relative
who shares his home, or other persons by reason of any contract,
arrangement, understanding or relationship that provides him with
sole or shared voting or investment power.

4. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that
"control" means the power to exercise a controlling influence
over the management or policies of a company, unless such power
is solely the result of an official position with such company.
Ownership of 25% or more of a company's outstanding voting
security is presumed to give the holder thereof control over the
company. Such presumption may be countered by the facts and
circumstances of a given situation.

5. "Investment personnel" means all Access Persons who occupy
the position of portfolio manager with respect to the Trust or
any separately-managed series thereof (each a "Fund"), and all
Access Persons who provide or supply information and/or advice to
any portfolio manager, or who executes or helps execute any
portfolio manager's decisions.

6. "Purchase or sale of a security" includes, among other
things, the writing of an option to purchase or sell a security.

7. "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act, except that it shall not
include direct obligations of the Government of the United
States, bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt instruments
(including repurchase agreements) and shares issued by
registered, open-end investment companies.

8. A "Security held or to be acquired" by the Trust (or any
Fund) means any Security which, within the most recent fifteen
days, (i) is or has been held

2
<PAGE>

by the Trust (or any Fund), or (ii) is being or has been
considered by the Advisor for purchase by the Trust (or any
Fund).

9. A Security is "being purchased or sold" by the Trust from
the time when a purchase or sale program has been communicated to
the person who places the buy and sell orders for the Trust until
the time when such program has been fully completed or
terminated.

III. Prohibited Purchases and Sales of Securities.

1. No Access Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Security held
or to be acquired by a Fund:

(A) employ any device, scheme or artifice to defraud such
Fund.

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

(D) Engage in any manipulative practice with respect to the
Fund.

2. Subject to Sections IV(2) and IV(3) of this Code, no Access
Person shall purchase or sell, directly or indirectly, any
Security in which he had or by reason of such transaction
acquires any Beneficial Ownership, within 24 hours (7 days, in
the case of Investment Personnel) before or after the time that
the same (or related) Security is being purchased or sold by and
Fund. This provision applies only to transactions which meet the
criteria described in Section IV(1) of this Code.

3. No Investment Personnel may engage in personal trading through
the Funds' traders.

IV. Pre-Clearance of Transactions

1. Each Access Person shall be required to pre-clear with the
Funds Compliance Officer the following types of transactions:

(A) purchases/sales of shares offered in an initial public
offering or any offering which is not registered under the
Securities Act of 1933 in reliance on sections 4(2) or 4(6)
of that Act or Rules 504, 505 or 506 thereunder

(B) purchases/sales of any securities exceeding 500 shares,
5 stock option contracts, and/or $50,000

(D) purchases/sales of debt issues with a value in excess
of $100,000

3
<PAGE>

2. All pre-clearance requests will be reviewed by the Funds
Compliance Officer and ruled upon within two business days of
receipt of the request.

V. Additional Restrictions and Requirements

1. No Access Person shall accept or receive any gift or other thing
of more than de minimis value, defined as $100 in value excluding
perishables, from any person or entity that does business with or
on behalf of the Advisor or the Trust. On an annual basis, each
Access Person will be required to sign a statement attesting to
the fact that they have not received any nonperishable gifts with
a value of over $100.

2. No Investment Personnel may accept a position as director,
trustee, official of an municipality/issuer, or general partner of
publicly-traded company unless such position has been presented to
and approved by the Advisor and by Trust's Board of Trustees as
consistent with the interest of the Trust and its shareholders.

3. Each Access Person must direct each brokerage firm or bank at
which such person maintains a securities account to promptly send
duplicate copies of such person's statement to the Funds
Compliance Officer. Compliance with this provision can be effected
by the Access Person by providing duplicate copies of all
confirmations or by providing a copy of a Quarterly Brokerage
Statement with their Quarterly Report to the Funds Compliance
Officer.

VI. Reporting Obligation

1. The Funds Compliance Officer shall create and thereafter
maintain a list of all Access Persons.

2. Each Access Person shall report all transactions in
Securities in which the person has, or by reason of such
transaction requires, any direct or indirect beneficial
ownership.

VII. Reports

Every Access Person is required to submit reports of transactions in
Securities to the Funds Compliance Officer as indicated below. Any such report
may contain a statement that the report shall not be construed as an admission
by the person making such report that he or she has any direct or indirect
beneficial ownership in the Security to which the report relates.

INITIAL REPORTING REQUIREMENTS
Within 10 calendar days of commencement of employment as an Access
Person, the Access Person will provide a list including:

4
<PAGE>

1. the title, number of shares and principal amount of each
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became as Access Person;

2. the name of any broker, dealer or bank maintaining an
account in which any Security was held for the direct or indirect
benefit of the Access Person as of the date of employment as an
Access Person; and

3. the date the report is submitted to the Funds Compliance
Officer.

Every Access Person is required to direct his broker to forward to the
Funds Compliance Officer (or his/her designee), on a timely basis, duplicate
copies of both confirmations of all personal transactions in Securities effected
for any account in which such Access Person has any direct or indirect
beneficial ownership interests and periodic statement relating to any such
account.

QUARTERLY REPORTING REQUIREMENTS
Every Access Person shall report the information described in the next
paragraph with respect to transactions in any Security in which such Access
Person has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership.

Every report shall be made not later than 10 calendar days after the
end of the calendar quarter in which the transaction to which the report relates
was effected, shall be dated and signed by the Access Person submitting the
report, and shall contain the following information:

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

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

3. the price at which the transaction was effected;

4. the name of the broker, dealer or bank through whom the
transaction was effected; and

5. if there were no personal transactions in any Security during the
period, either a statement to that effect or the word "None" (or
some similar designation).

Every Access Person shall report any new account established with a
broker, dealer or bank in which any Security was transacted or held for the
direct or indirect benefit of the access Person during the quarter. The report
shall include the name of the entity with whom the account was established and
the date on which it was established.

ANNUAL REPORTING REQUIREMENTS

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Every Access Person, on an annual basis or upon request of the Funds
Compliance Officer, will be required to furnish a list including the following
information (which information must be current as of a date no more than 30 days
before the report is submitted) within 10 calendar days of the request:

1. the title, number of shares and principal amount of each Security
in which the Access Person had any direct or indirect beneficial
ownership'

2. the name of any broker, dealer or bank maintaining an account in
which any Security was held for the direct or indirect benefit of
the Access Person; and

3. the date the report is submitted to the Funds Compliance Officer.

In addition, every Access Person is required, on an annual basis, to
certify that they have received, read, and understand the provisions of this
Code and its associated procedures, and that they recognize that they are
subject to its provisions. Such certification shall also include a statement
that the Access Person has complied with the requirements of this Code and its
associated procedures and that the Access Person has disclosed or reported all
personal transactions in Securities that are required to be disclosed or
reported pursuant to the requirements of this Code.

VIII. Review and Enforcement

1. The Funds Compliance Officer shall compare all reported
personal securities transaction with the completed portfolio
transactions of the Trust to determine whether a violation of
this Code may have occurred. Before making any determination that
a violation has been committed by any person, the Funds
Compliance Officer shall give such person an opportunity to
supply additional explanatory material.

2. If the Funds Compliance Officer determines that a violation
of this code may have occurred, he/she shall submit his/her
written determination, together with the confidential monthly
report and any additional explanatory material provided by the
individual, to the Trust Division Manager, who shall make an
independent determination as to whether a violation has occurred.

3. If the Trust Division Manager finds that a violation has
occurred, the Trust Division Manager shall impose upon the
individual such sanctions as he or she deems appropriate and
shall report the violation and the sanction imposed to the Board
of Trustees of the Trust.

4. No person shall participate in a determination of whether he
or she has committed a violation of the Code or of the imposition
of any sanction against himself. If a securities transaction of
the Trust Division Manager is under consideration, the Senior
Trust Division Investment Manager shall act in all respects in
the manner prescribed herein for the Trust Division Manager.

IX. Records.

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The Advisor shall maintain records in the manner and to the extent set
forth below, which records shall be available for examination by representatives
of the Securities and Exchange Commission.

1. A copy of this 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;

2. A record of any violation of this code and of any action taken as
a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs.

3. A copy of each report made by an officer or trustee pursuant to
this Code shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is made, the
first two years in an easily accessible place; and

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

X. Miscellaneous

1. All reports of securities transactions and any other
information field with the Trust pursuant to this code shall be
treated as confidential.

2. The Advisor may from time to time adopt such interpretations
of this Code as it deems appropriate.

3. The Trust Division Manager shall report to the Trust
Investment Policy Committee at least annually as to the operation
of this Code and shall address in any such report the need (if
any) for further changes or modifications to the Code.

4. All Trust Investment Personnel are expected to maintain a
copy of and also comply with the Code of Ethics and the Standards
of Professional Conduct, as promulgated by the Association for
Investment Management and Research.