Exhibit p(4)

5.0 CODE OF ETHICS

Trusco's primary responsibility has always been and will continue to be the
protection of client assets.

The primary responsibility of each Trusco officer, employee, and designated
"associated" individual, is to carry out his or her duties in an ethical and
diligent manner that is designed to obey all regulations and protect and enhance
client relationships. Furthermore, each individual is expected to apply the same
principles and moral codes in all personal and social pursuits.

The Trusco Code of Ethics and Personal Trading Policy and Procedures (the
"Code") has been in place for many years, and is continually re-evaluated for
its effectiveness and efficiency as our business lines, client bases, the
financial industry and regulatory mandates all become more complex.

The Code is not simply a regulatory compliance statement that applies certain
explicit business standards. The Code addresses the entire Trusco Compliance
Program and underscores the general guidelines, principles and standards that
have been designed to further assist individuals with implicit regulatory,
corporate, and personal directives.

All officers, employees and designated personnel are subject to the Code rules
and regulations regardless of position, length of employment, area or expertise,
etc. The Code is also reflective of SunTrust Banks, Inc. corporate codes and
business values, and thus all applicable personnel are held to the highest
standards of business and personal integrity at all times and without exception.

Trusco takes great pride in its reputation and we are confident that applicable
personnel will comply with all regulatory and firm specific rules and
procedures. The Code is fully supported by senior management and is constantly
reinforced through active business and compliance communications and periodic
education and training.

Violations of any regulations, policies and procedures, will not be taken
lightly and ignorance of the requirements or poor memory retention are
insufficient excuses. All violations will be addressed and resolved by senior





compliance and business management (as deemed appropriate) as quickly as
possible.

The Chief Compliance Officer is now held responsible and liable for implementing
and supervising policies and procedures. In addition, the SEC and other
regulators require proof that any policy or procedure violations carry the
appropriate penalty actions. Such actions may include but are not limited to:
personal trading restrictions, loss of salary/bonus/general compensation, fines,
suspension, termination, criminal and/or civil legal actions.

Trusco places its trust and future in our hands. We must at all times conduct
ourselves in a manner that will ensure regulatory adherence, promote client
confidence, and support firm and personal high ethical standards.


Deborah A. Lamb
Managing Director
Chief Compliance Officer

January 2005




5.1      INTRODUCTION:

CODE OF ETHICS AND PERSONAL TRADING POLICY

As Trusco employees, we frequently encounter a variety of ethical and legal
questions. There are no shortcut formulas or automatic answers to the choices we
have to make in business today, however, we should decide the answer to these
questions in ways that are consistent with Trusco's values. In some instances,
the Code of Ethics and Personal Trading Policy will only be able to provide a
baseline standard for our actions, but underpinning these guidelines are the
values we share as Trusco employees:

     o    Dedication to every client's success

     o    Trust and personal responsibility in all relationships

As simple statements, our values may not provide obvious answers in all
situations, but they provide, or should provide, clear reasons why we make the
choices we do. You will have many opportunities to make such choices in
situations that are not covered by these guidelines. You will not, however, come
across a major decision at Trusco where our values would not be applicable.
Because of the values we share, you will never encounter a situation where
actions contrary to our guidelines are acceptable.

At Trusco, the Chief Executive Officer and senior executives are responsible for
setting standards of business ethics and overseeing compliance with these
standards. It is every individual's responsibility to comply with these
standards. In all instances, every employee must obey the law and act ethically.

Our industry continues to undergo significant changes. As a whole, these changes
make the ways in which we do business more complex. Because of the continuing
need to reassess and clarify practices, the contents of these guidelines will be
updated as needed. Because rapid changes in our industry constantly present new
ethical and legal issues, no set of guidelines should be considered the absolute
last word under all circumstances. If you have any questions about interpreting
or applying the standards set forth in the Code of Ethics and Personal Trading
Policy it is your responsibility to consult your supervisor or Trusco
Compliance.



5.2 CODE OF ETHICS AND PERSONAL TRADING POLICY

Trusco Capital Management, Inc. (the "Adviser") has confidence in the integrity
and good faith of all of its directors, officers and employees. However, the
Adviser recognizes those individuals may have knowledge of present or future
portfolio transactions and, in certain instances , the power to influence
portfolio transactions made on behalf of one or more of the STI Classic Funds
and the STI Classic Variable Trust, (the "Funds"); common/collective funds; and
all other individually managed accounts, collectively referred to as (the
"Accounts"). Such knowledge could place those individuals, (if they engage in
personal transactions in securities that are eligible for investment by
clients), in a position where their personal interests may conflict with those
of the Adviser's clients.

In view of the foregoing, and in accordance with Rule 204A-1 of the Investment
Advisers Act of 1940, and of the provisions of rule 17j-1(b)(1) under the
Investment Company Act of 1940 (collectively defined as the "1940 Act"), the
Adviser has determined to adopt this Code of Ethics. This Code prohibits certain
types of personal transactions deemed to create conflicts of interest, or at
least the potential for or the appearance of such a conflict, and establishes
reporting requirements and enforcement procedures.


I.   DEFINITIONS.

     (1)  "Access Person" shall mean each full/part-time employee, director,
          officer, contractors of the adviser, and employees of affiliates who
          are located at Trusco Capital offices and/or perform most of their job
          functions on behalf of Trusco Capital Management.

     (2)  "Beneficial ownership" of a security generally is to be determined in
          the same manner as it is for purposes of Section 16 of the Securities
          Exchange Act of 1934. A person should consider him or herself the
          BENEFICIAL OWNER of any securities in which that person has a direct
          or indirect pecuniary interest. This includes, but is not limited to
          accounts 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 in a
          capacity outside the scope of his or her employment. THIS ALSO
          INCLUDES ALL 401K, IRA, OR ANY OTHER SELF-DIRECTED RETIREMENT
          ACCOUNTS.

     (3)  "Initial Public Offering" ("IPO") means an offering of Securities
          registered under the Securities Act of 1933, the issuer of which,
          immediately before registration, was not subject to the reporting
          requirements of Section 13 or Section 15 (d) of the Securities
          Exchange Act of 1934.

     (4)  "Federal Securities Laws" means the Securities Act of 1933, the
          Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the
          Investment Company Act of 1940, the Investment Advisers Act of 1940,
          title V of the Gramm-Leach-Bliley Act, any rules adopted by the
          Commission under any of these statutes, the Bank Secrecy Act as it
          applies to funds and investment advisers, and any rules adopted there
          under by the Commission or the Department of the Treasury.

     (5)  "Private Placement" means an offering that is exempt from registration
          under the Securities Act of 1933 pursuant to Section 4(2) or Section
          4(6) in the Securities Act of 1933.

     (6)  "Purchase or sale of a security" includes the writing of an option to
          purchase or sell a security.

     (7)  "Security" shall have the same meaning as set forth in Section
          2(a)(36) of the 1940 Act, including private placements thereof, 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, money market funds, high
          quality short-term debt instruments, including repurchase agreements;
          and Exchange Traded Funds (ETFs), including but not limited to SPDRS,
          QQQ, Diamonds, WEBS, XAX.

     (8)  "Security held or to be acquired" by the trusts or any fund means (A)
          any security (as defined herein) which, within the most recent three
          days prior to and three days after the Access person's transaction,
          (i) is or has been held by any client advised by the Adviser, or (ii)
          is being or has been considered by




          the Adviser for purchase on behalf of clients; (B) and any option to
          purchase or sell and any Security convertible into or exchangeable for
          any Security described in (A) above.

     (9)  A Security is "being purchased or sold" by/on behalf of clients, from
          the time a purchase or sale program has been communicated to the
          person who places the buy and sell orders for/on behalf of clients
          until the time when such program has been fully completed or
          terminated.

     (10) A NON-PROPRIETARY mutual fund is a fund that is NOT managed by Trusco
          or any other SunTrust Banks Inc. affiliates.

     (11) Market Timing Abuse is defined as excessive short-term trading in
          mutual funds. Such activities can be detrimental to long-term
          shareholders, and consequently, investment advisers must maintain
          policies and procedures to detect and prevent market timing abuses and
          other short-term trading.



II. STATEMENT OF GENERAL PRINCIPLES.

          In recognition of the trust and confidence placed in the Adviser by
          all clients (any person(s) or organization who has signed an
          investment management agreement with Trusco or SunTrust where a Trusco
          access person is managing the assets) and shareholders (those owning
          shares of any mutual fund or common/collective fund managed by the
          adviser) of the Funds and to give effect to the Adviser's belief that
          its operations with respect to all Clients should be directed to the
          benefit of the Clients and shareholders of the Funds, the Adviser
          hereby adopts the following general principles to guide the actions of
          its directors, officers and employees.

     (1)  The interests of all clients and shareholders of the Funds are
          paramount to the personal interests of the Adviser's Access Persons,
          all of whom must conduct themselves and their operations to give
          maximum effect to this principle by assiduously placing the interests
          of clients and shareholders before their own.

     (2)  This code serves as your standards of business conduct and our
          fiduciary obligations of all Access Persons.





     (3)  All Access Persons are required to immediately report any violations
          of this code to the Chief Compliance Officer.

     (4)  All Access Persons are required to comply with applicable Federal
          Securities Laws.

     (5)  All personal transactions in securities by the Adviser's Access
          Persons must be accomplished so as to avoid even the appearance of a
          conflict of interest on the part of such persons with the interests of
          clients and shareholders of the Funds.

     (6)  All of the Adviser's Access Persons must avoid actions or activities
          that allow, or appear to allow, any such person to profit or benefit
          from his or her position with respect to clients, or that otherwise
          bring into question the person's independence or judgment.

     (7)  Market timing abuse in any/all mutual funds regardless of whether the
          funds are internal (managed by Trusco and/or a SunTrust Banks, Inc.
          affiliate) or external (managed by any non-affiliated entity) is
          strictly prohibited.

     (8)  Short Term trading in any/all positions is discouraged and, in
          general, all transactions must be held for a period of 60 days or
          more. (This includes options and futures transactions.)

     (9)  No Access Person may knowingly engage in personal trading in any
          security that has been traded by the firm in the prior 3 full trading
          days or that it is anticipated or there is a strong possibility for
          client and/or fund trading in that security in the following 3 full
          trading days. (That is, no employee may execute a personal trade on
          Monday knowing that a fund manager will be trading in the security
          within the next 3 business days.)



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 Account advised by the Adviser:

          (A)  Employ any device, scheme or artifice to defraud such Account;




          (B)  Make to such Account any untrue statement of a material fact or
               omit to state to such Account 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 Account; or

          (D)  Engage in any manipulative practice with respect to such Account.

     (2)  Subject only to Section IV (2) 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 acquires any Beneficial
          Ownership, within the greater of 72 hours or 3 business days before
          the time that the same (or a related) security is being purchased or
          sold by/on behalf of any client. No Access Person shall purchase or
          sell a company's fixed income security if any Account advised by the
          Adviser has purchased or sold the same company's equity within the
          same 3 day period.

     (3)  Access Persons are generally prohibited from purchasing and/or
          acquiring beneficial ownership of securities as part of an initial
          public offering by the issuer. This includes both equity and fixed
          income securities.

     (4)  No Access Person may submit "good-til-cancel" (GTC) or other similar
          transactions that would/could remain active into the next trading day.

     (5)  No Access Person may participate in a block trade.



IV. PRE-CLEARANCE OF PERSONAL TRANSACTIONS.

     (1)  Except as provided in Section IV (2) of this Code, each Access Person
          must pre-clear each proposed personal transaction in Securities with
          the Adviser's designated Review Officer prior to proceeding with the
          transaction. No such transaction in Securities may be effected without
          the prior written approval of the Review Officer. All pre-clearance
          approvals are valid only for the date that the pre-clearance is
          granted. In determining whether to grant such approval, the Review
          Officer shall refer to all




          relevant Sections of this Code, including Section IV (3), below.

     (2)  The requirements of Section IV (1) shall not apply to the following
          personal transactions:

          (A)  Purchases or sales of 100 shares or fewer of an equity security
               or $5000 or less of a fixed income security. (SUBJECT TO
               RESTRICTIONS IN IV. (3) (D). In addition, you may not engage in
               such transactions, as a means of avoiding pre-clearance
               requirements.)

          (B)  Purchases or sales of non-proprietary Registered Open-Ended
               Mutual Funds, Closed End Funds, or EXCHANGE TRADED FUNDS (ETFS)s,
               including but not limited to SPDRS, QQQ, Diamonds, WEBS, XAX.
               This does not mean employees are exempt from market timing and
               other restrictions. All employees must obey all laws at all
               times. (See section V. for important information regarding Mutual
               Funds.)

          (C)  Purchases or sales of treasury bills, notes, bonds and other
               government related debt instruments, such as Commercial Paper,
               Bank CDs, or Bankers Acceptance instruments.

          (D)  Purchases or sales over which the Access Person has no direct or
               indirect control or influence;

          (E)  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;
               (notification and reporting are required.) NOTE: ANY OPTIONS
               EXERCISED AT YOUR DISCRETION MUST FOLLOW STANDARD PRE-CLEARANCE
               REQUIREMENTS.

          (F)  Purchases which are part of an automatic dividend reinvestment
               plan;

          (G)  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
               (notification and reporting are required).

     (3)  The following personal transactions shall be pre-cleared by the Review
          Officer:




          (A)  Transactions which do not violate the provisions of section III
               (1) of this Code, are not subject to section III (2), (3), or (4)
               of this Code and which appear upon reasonable inquiry and
               investigation to present no reasonable likelihood of harm to any
               Fund advised by the Adviser;

          (B)  Transactions otherwise permitted are Securities which are:

               (i)  Securities that are not generally eligible for purchase or
                    sale for any client or fund advised by the Adviser due to
                    regulations, investment objectives, and/or policies and
                    investment restrictions of the Accounts. Access Persons may
                    be periodically restricted from engaging in such security
                    transactions for an indefinite period of time.

          (C)  Only the Senior Compliance Officer and/or President, or designee,
               may make any exceptions if a pre-approval for a purchase or sale
               is declined. However, exceptions will only be granted if the
               Access Person provides sufficient information and documentation
               to support the extenuating circumstances exemption and it is
               determined that there is no violation of any regulatory
               requirements and there is no disadvantage to client trading.

          (D)  All security positions if ownership exceeds 500 shares of any
               single equity or equivalent position. All security positions if
               ownership exceeds $25,000 of any single fixed income or
               equivalent position. (That is if your ownership reaches the
               stated limit(s) in any one position, the exemption for 100 shares
               or $5000 bonds is no longer applicable or granted. Pre-clearance
               on ALL successive positions would be required.)

          (E)  All private placement transactions, regardless of size, must be
               approved by the Chief Compliance Officer, or designee.

V. MUTUAL FUNDS.

     (1)  All Access Persons are prohibited from short-term trading in ALL
          mutual funds as defined as:




          (A)  Requesting two full cycle transactions (either a purchase and
               redemption, or an exchange in and out) of any Fund within 60
               days, or

          (B)  Requesting three full cycle transactions (either a purchase and
               redemption, or an exchange in and out) of any Fund during any 90
               day continuous period.

           NOTE: IF A MUTUAL FUND THAT YOU ARE INVESTED IN HAS A STRICTER
           MARKET-TIMING POLICY, THEN YOU MUST ADHERE TO THAT POLICY.

     (2)  If inappropriate short-term trading is discovered, Trusco will
          immediately assign a 2% redemption fee payable to the Fund. Depending
          on the circumstances, Trusco may assess an additional fine and access
          persons may be subject to other non-compliance related restrictions,
          including termination.

     (3)  To receive a current day's NAV, a Fund must receive your purchase
          order in proper form before the 4 p.m. Eastern cut off time. This time
          is strictly enforced.

     (4)  All transactions in proprietary mutual funds or SunTrust stock (STI)
          or bonds, including 401k and/or similar accounts, are required to be
          disclosed on the "Notification of Execution" report. This report is
          required to be completed and given to the Review Officer the same day
          of any transaction. All automatic investments are exempt from this
          requirement.



VI. REPORTING OBLIGATIONS.

     (1)  The Adviser shall create a list of all Access Persons and maintain for
          a period of not less than 5 years.

     (2)  Each Access Person shall provide to the Review Officer a complete
          listing of all securities directly and/or indirectly beneficially
          owned by such person and all securities accounts within 10 days of
          hire, transfer from a SunTrust affiliate, or current SunTrust employee
          whose job functions are mostly executed on Trusco Capital premises.
          Thereafter, each Access Person must reaffirm and update this
          information annually and must submit a signed acknowledgement to the
          Review Officer no later than January 31 of each year. All information
          must be






          current within 45 days prior to the day the report is submitted.

          (A)  Each Access Person shall report the following information in
               their holding report: the title and type of security, and as
               applicable the exchanges ticker symbol or CUSIP number, number of
               shares, and principal amount of each security, mutual fund, and
               close-end fund; the name of any broker, dealer or bank with which
               the Access Person maintains an account in which any securities
               are held for the access person's direct or indirect benefit; and
               the date the Access Person submits the report.

     (3)  Notice of Execution Reports shall be completed, as required, in
          accordance with Section V (4) of this code.

     (4)  Pre-clearance Request Forms shall be completed, as required, in
          accordance with Section IV of this code.

     (5)  Private Placement Request Forms shall be completed, as required, in
          accordance with Section IV (3) (E) of this code.

     (6)  New Account Opening Reports shall be completed, as required, in
          accordance with Section VII (3) (A) of this code.

     (7)  Each Access Person shall report, in the manner and form set out in
          Section VIII of this Code, all transactions in Securities which the
          person has, or by reason of such transaction acquires or relinquishes,
          any direct or indirect beneficial ownership.



VII. ADDITIONAL RESTRICTIONS AND REQUIREMENTS.

     (1)  No Access Person shall give or receive any gift or other item except
          in accordance with the Trusco Gifts and Entertainment Policy.

     (2)  Generally, no Access Person may accept a position as a director or
          trustee of a publicly-traded company whether or not the position
          provides compensation in any form. Exceptions to this policy are not
          permitted without prior written approval by the Adviser (and, if
          applicable, by the Board of Trustees of the Funds).




     (3)  Each Access Person is required to direct each brokerage firm or bank
          at which such person maintains a securities related account that the
          Access Person has direct or indirect beneficial interest in to send
          duplicate copies of each person's confirmations and statements to the
          Review Officer.

          (A)  With respect to any account established by an Access Person for
               the direct or indirect benefit of the Access Person, the name and
               address of the broker, dealer or bank with whom the Access Person
               established the account; the date the account was established;
               and the date the report was submitted. A report must be submitted
               to the Review Officer within 10 days of the account opening.



VIII.REPORTS.

     (1)  The quarterly reports for transactions described in Section IV (3) and
          Section VI (3) of this Code shall be filed by all Access Persons with
          the Review Officer. The Review Officer shall file quarterly reports
          with respect to his or her own personal securities transactions with
          the Chief Compliance Officer, President of the Adviser, or designee,
          who 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 or
          she has any direct or indirect beneficial ownership in the security or
          securities to which the report relates.

     (3)  Every Access Person shall include in such 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 or her if such total ownership is more than
          1/2 of 1% of the company's outstanding shares.

     (4)  Each report shall be filed not later than 10 business days after the
          end of each calendar quarter and shall contain the following
          information:

          (A)  The date of each transaction required to be reported, the title
               and as applicable the exchange






               ticker symbol or CUSIP number, interest rate and maturity date,
               number of shares or principal amount of each security, mutual
               fund, and close-end fund involved;

          (B)  The nature of each transaction required to be reported (whether
               purchase, sale or any other type of acquisition or disposition);

          (C)  The price at which each such transaction was effected;

          (D)  The exchange on which the security traded;

          (E)  The name of the broker, dealer or bank with or through whom each
               such transaction was effected; and

          (F)  The date of the report and the signature of the person making the
               report.

     (5)  If no reportable transactions occurred during a quarter, the Access
          Person shall sign, date, and return the report so stating.



IX. REVIEW AND ENFORCEMENT.

     (1)  The Review Officer shall compare all personal securities transactions
          reported pursuant to all sections of this Code with completed
          portfolio transactions of client accounts for the relevant time period
          to determine whether a violation of this Code may have occurred.
          Before determining that a violation has been committed by any person,
          the Review Officer shall give such person the opportunity to supply
          additional explanatory material.

     (2)  If the Review Officer determines that a violation of this Code may
          have occurred, the Review Officer shall submit such written
          determination, together with the information upon which the Review
          Officer made the determination and any additional explanatory material
          provided by the person, to the designated Senior Compliance Officer,
          who will work with the designated Senior Corporate Officer to
          determine whether a violation has occurred.

     (3)  If senior managers find that a violation has occurred, management may,
          after determining the seriousness of the infraction, impose one or all
          of the following: a) verbal admonishment; b) written






          acknowledgement from the individual that he/she has again reviewed,
          fully understands, and agrees to abide by all Personal Trading Policy
          and Procedures; c) written notice to the individual's personnel and
          compliance files and steps taken to ensure full compliance in the
          future; d) reversal of the transaction, all profits will be gifted to
          a charity and all losses will be the responsibility of the employee;
          e) partial or full restriction on all personal trading (that is, the
          individual would not be permitted to conduct ANY personal trading for
          a certain period (partial would usually be 6 months or more, full
          restriction would mean the individual would not be permitted to
          conduct ANY personal trading for the remainder of his/her association
          with the firm); f) suspension or termination of employment. Severity
          of the violation and history, if any, of non-adherence to the policy
          will be the basis for management's determination of appropriate
          disciplinary action.

     (4)  No person shall participate in a determination of whether he or she
          has committed a violation of this Code or of the imposition of any
          sanction against himself or herself. If a securities transaction of
          the designated senior compliance and/or corporate officer is under
          consideration, the next highest officer(s), the Chairman of the Board
          of Directors, or designee(s) should become the designated officer(s)
          to review the violations and take appropriate action.

     (5)  The Review Officer shall conduct periodic spot checks to ensure that
          Access Persons are not attempting to knowingly front run client and/or
          fund trading activity by placing personal trades within 3 business
          days before or after client and/or fund trading.



X. RECORDS.

      The adviser shall maintain records in the manner and to the extent set
      forth below, which records may be maintained under the conditions
      described in Rule 31a-2 under the Investment Company Act and Rule 204-2 of
      the Investment Advisers Act and shall be available for examination by
      representatives of the Securities and Exchange Commission.




     (1)  A copy of this Code of Ethics 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 record of all written acknowledgments as required by Rule 204A-1 for
          each person who is currently, or within the past five years was, a
          supervised person of the investment adviser;

     (4)  A record of each report made by an access person pursuant to this code
          of ethics 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 a easily accessible place.

     (5)  A record 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.

     (6)  A record of any decision, and the reasons supporting the decision, to
          approve the acquisition of securities by Access Persons for at least
          five years after the end of the fiscal year in which the approval is
          granted.

     (7)  A copy of each annual report to the Board of Trustees of the Funds
          will be maintained for at least five years from the end of the fiscal
          year in which it is made, the first two years in an easily accessible
          place.






5.3 SUNTRUST CODE OF BUSINESS CONDUCT AND ETHICS

POLICY

The SunTrust Code of Business Conduct and Ethics (the "Code") expresses the core
values of our company. Each employee of the company must read, understand, and
abide by the letter and the spirit of the Code. The honesty, integrity, and
sound judgment of our employees are essential to SunTrust's reputation and
success. In all situations, employees will act to avoid even the appearance of
legal or ethical impropriety.

INTRODUCTION

This Code includes standards for the workplace environment which SunTrust
employees are expected to observe and promote as well as standards for each
employee's own conduct.

I.   WHAT EMPLOYEES CAN EXPECT FROM SUNTRUST

     SunTrust pledges fair treatment to all employees. Specifically, SunTrust:

     A.   Seeks to promote equal employment and career advancement opportunity,
          and to eliminate bias on the basis of race, creed, color, gender,
          religion, age, disability, national origin, veteran status, sexual
          orientation, or any classification protected by applicable law.

     B.   Maintains ongoing affirmative action programs, and expects managers
          and all other employees to comply fully with the spirit as well as the
          provisions of these programs.

     C.   Makes demonstrated ability and qualification the primary basis for
          selection and promotion.

II.  WHAT SUNTRUST EXPECTS OF EMPLOYEES

     Integrity and high ethical standards are essential in our business.
     SunTrust expects employees to be conscientious and do quality work.
     Employees should:

     A.   Follow the spirit and provisions of the Code. Failing to do so may
          result in disciplinary action, including termination of employment.




     B.   Avoid illegal conduct in your business and personal life. Immediately
          notify your manager if you are convicted of a criminal offense
          involving theft, dishonesty, breach of trust or any other crime that
          is a felony.

     C.   As you work, keep the best interests of SunTrust in mind.

          1.   Handle company business promptly, and understand the difference
               between your responsibilities and those actions and decisions you
               are not qualified or authorized to make. Do not conduct or
               authorize any business transactions unless you have the authority
               to do so.

          2.   Be careful when you enter into legal agreements and other
               contracts on behalf of SunTrust. Only do so when it is
               appropriate and you have authorization from your manager.
               Employees have no authority to take action that they know is in
               violation of any statute, rule or regulation. If you are not sure
               if you have the authority to act or whether a proposed action has
               been authorized you should ask for guidance from your manager or,
               where appropriate, from internal corporate counsel.

     D.   Be truthful and accurate when you file for reimbursement of expenses
          and follow the relevant policies and guidelines contained in the
          SunTrust Accounting Policy Manual.

     E.   Be truthful and accurate during an internal or external investigation,
          and maintain the confidentiality of the investigation. Failure to
          cooperate in an investigation may lead to disciplinary action up to
          and including termination.

     F.   Comply with policies on harassment, substance abuse and other policies
          contained in the SunTrust Employee Handbook.

     G.   Perform your duties without discrimination on the basis of race,
          creed, color, gender, religion, age, disability, national origin,
          veteran status, sexual orientation or any other classification
          protected by applicable law. Do not engage in harassment of any kind,
          including sexual harassment.




     H.   Comply with the company's Information Security Brochure and be
          diligent in safeguarding the security of our information and physical
          assets.

III. RESPONSIBILITY OF EMPLOYEES TO AVOID POSSIBLE CONFLICTS OF INTEREST

     You receive compensation and benefits from SunTrust, and must not use your
     association with the company for other personal gain. If you have questions
     about an activity that might violate or appear to violate this policy,
     check with your manager or SunTrust's General Auditor. Follow these
     guidelines to avoid possible conflicts of interest:

     A.   Ensure that no outside personal, business, charitable, religious,
          civic, or investment activities conflict with the interests of the
          company.

          1.   Employees may directly or indirectly sell, purchase, or lease
               property or services to or from the company only if:

               a.   The transaction is in the ordinary course of business on
                    terms and conditions generally available to the public, less
                    any standard company-approved employee discount.

               b.   The transaction is fair and reasonable to the company at the
                    time it is approved and employees disclose details of the
                    transaction and get prior written approval from a Management
                    Committee member.

          2.   The primary business obligation of employees is to SunTrust, and
               any activities or investments that detract from this obligation
               must be avoided. Unless a Management Committee member gives prior
               written approval, employees must not directly or indirectly:

               a.   Engage in any business activity or make any investment that
                    competes with the business interests or activities of
                    SunTrust. However, employees may make investments without
                    approval of up to





                    one percent of any class of securities traded on any
                    recognized stock exchange or on the NASDAQ/OTC market or for
                    investments in mutual funds generally available to the
                    public.

               b.   Acquire or retain investments or financial interests in any
                    business entity that is or may reasonably be expected to
                    become a customer, competitor, or supplier of SunTrust, if
                    you are in a position to influence decisions between
                    SunTrust and the business entity and have direct contact
                    with that business such as a loan officer, purchasing
                    officer, or their direct supervisor.

               c.   Employees must never trade in a security while in possession
                    of material, nonpublic information about the issuer.
                    Employee trading should not be based upon information that
                    is confidential or proprietary to SunTrust, its subsidiaries
                    or affiliates, its clients, or its counter-parties.

               d.   To avoid even the appearance of impropriety, employees are
                    prohibited from purchasing public offerings where SunTrust
                    or its affiliates have a relationship with the issuer and
                    the employee is involved in that relationship.

     B.   To avoid possible conflicts of interest, and because it is potentially
          illegal under the Bank Bribery Act, employees must not directly or
          indirectly solicit money, gifts or other compensation benefiting
          themselves for business decisions they make for the company or for
          services that are part of their job. Bribes, kickbacks, or other
          payments for illegal or unethical purposes cannot be accepted. You
          should inform a Management Committee member of any offer or gift made
          to influence or reward you in connection with company business. If you
          are uncertain as to the application of this provision you should
          contact your manager.




     C.   In some instances, employees may accept gifts of nominal or reasonable
          value without risk of corruption or breach of trust. Described below
          are guidelines for accepting gifts. Generally, employees may accept:

          1.   Gifts, gratuities, amenities, or favors based on obvious family
               personal relationships (such as those between the parents,
               children, or spouse of an employee) when the circumstances make
               it clear that such relationships, rather than the business of the
               company, are the motive for the gift.

          2.   Meals, refreshments, travel arrangements or accommodations, or
               entertainment as long as all are of reasonable value, are in the
               mutual business interest of SunTrust and the other party, and do
               not create a sense of obligation.

          3.   Gifts of reasonable value that are related to commonly recognized
               events or occasions, such as a promotion, new job, wedding,
               retirement, religious holiday, etc.

          4.   Advertising or promotional material of reasonable value, such as
               pens, pencils, note pads, key chains, calendars, or similar
               items.

          5.   Employees of SunTrust Securities and SunTrust Capital Markets,
               Inc. are bound by securities regulations with respect to gifts
               and gratuities and should consult their respective firm's
               policies in that regard.

     D.   Do not serve under a power-of-attorney or as executor, personal
          representative, trustee or guardian of an estate, trust or
          guardianship established by anyone other than a family member, without
          obtaining written permission of your manager.

     E.   Do not accept directorships or positions with for-profit corporations
          or non-profit organizations or accept employment with outside
          companies without getting written approval first from your manager.

     F.   Employees may not directly or indirectly obtain credit from a
          customer, competitor or supplier of SunTrust except when the person
          granting the credit does so solely as a family member or personal
          friend independent of any business






          relationship with SunTrust; or the granting of credit is within the
          ordinary course of business, based on terms generally available to
          others, given without reference to the assets or credit standing of
          SunTrust, and complies with all applicable laws and SunTrust policies.

     G.   Employees may not directly or indirectly process their own personal
          banking transactions. (This does not include Employee Internet
          Banking.) In addition, employees may not directly or indirectly
          process the banking transactions of their family members as well as
          those transactions of any persons residing in their household.

IV.  DEALINGS BETWEEN EMPLOYEES AND THE COMPANY

     A.   Officers may not directly or indirectly obtain credit (including
          overdrafts) from SunTrust unless the type of credit desired is
          permitted by "The Officer Borrowing Policy" as published in the
          SunTrust Credit Policy Manual.

     B.   Employees may not make discretionary decisions (such as approving
          extensions of credit or overdrafts, waiving service charges or late
          fees, or purchasing goods or services) with respect to themselves,
          their relatives, or organizations in which they hold a material
          management or financial interest.

     C.   When you are publicly stating a personal opinion which might be
          construed as the opinion of SunTrust, you should make it clear you are
          speaking only for yourself and not SunTrust.

     D.   SunTrust retains income and royalties as well as copyright ownership
          and title to all products prepared at company direction.

     E.   Do not give legal, tax, accounting, or investment advice to any
          customer, UNLESS YOU ARE QUALIFIED AND AUTHORIZED TO DO SO. In
          general, customers should be told to seek professional legal, tax, and
          accounting advice from their own advisors.

V.   RESPONSIBILITY AS A STEWARD OF OTHER'S FINANCIAL INTERESTS

          Our customers rely on us to maintain confidentiality and exercise
          prudence when dealing with their financial affairs, funds, and
          property.





     A.   Employees should ensure that all CONFIDENTIAL AND PROPRIETARY
          INFORMATION they receive in their jobs is used only for "need-to-know"
          purposes and NOT provided to unauthorized persons. This information
          should also NOT be used for investment, business, charitable,
          religious, civic, or other purposes unrelated to the business of the
          company. Confidential and proprietary information should NOT be used
          as a basis for buying, selling, trading, or recommending the purchase,
          sale, or trading of any securities of any entity until the public has
          the same information.

     B.   Employees should ensure that all non-public information concerning the
          securities, financial condition, earnings, and other performance data
          of SunTrust remains confidential until provided to the public by
          SunTrust.

     C.   Employees should maintain the confidentiality of information entrusted
          to them by the company or its customers, except when disclosure is
          authorized or legally mandated.


VI.  INVESTMENT MANAGEMENT AND FIDUCIARY SERVICES

          SunTrust has various fiduciary obligations to customers and we will
          adhere to the following guidelines to prevent conflicts of interest
          between customers and employees:

     A.   Confidential information held in other areas of the company must not
          be used in investment decisions.

     B.   We will not accept fiduciary or investment management accounts when we
          believe that a conflict of interest could interfere with proper
          account administration.

     C.   SunTrust directors, employees, and their family members are not
          allowed to purchase or lease managed assets, unless they themselves
          are trustees or beneficiaries of a fiduciary account.


     D.   Employees that provide investment advice or manage fiduciary or
          investment management accounts must not recommend purchase of SunTrust
          stock to customers or purchase SunTrust stock on their own discretion
          for customer accounts.





VII. PRIVACY RIGHTS OF CUSTOMERS

     To protect the rights of customers to privacy, SunTrust expects employees
     to:

     A.   Securely maintain all files and records which contain customer
          information.

     B.   Divulge no personal or financial information to others except with
          proper customer authorization, through proper legal process or
          regulation, or for permissible credit reporting purposes.


     C.   Fully adhere to the SunTrust corporate policy statement titled
          Protecting the Privacy of our Customers.

VIII. RESPONSIBILITY IN THE MARKETPLACE

     SunTrust will be honest and fair in relations with customers, competitors
     and suppliers.

     A.   Employees must not give money, gifts of other than nominal value, or
          unusual hospitality to any customer, competitor, or supplier of
          SunTrust in order to influence that person to favor SunTrust.

     B.   Employees must not lie or provide misleading information to any
          customer, director, or employee of SunTrust or to any attorney,
          accountant, auditor, or agent retained by SunTrust or to any
          government agent or regulator.

     C.   Employees must not engage in discussions or enter into agreements with
          competitors about prices for services or other competitive policies
          and practices.

     D.   Employees must try to provide information that is clear, factual,
          relevant, and honest to help customers select services that meet their
          needs. All services will be equally available to all customers who
          meet relevant criteria and standards.

     E.   Confidential information about SunTrust, its shareholders, existing or
          prospective customers, competitors or suppliers, gained through
          association with SunTrust, must be used by employees solely for
          SunTrust purposes. Such information must not be provided to any other
          person or firm, or used for personal, private, business, charitable,
          or any other purpose.




     F.   Information, advertising, and other statements released to the public
          by SunTrust must be truthful and not misleading. Media inquiries
          should be directed to Investor Relations.

     G.   The books, records, and accounts of SunTrust must accurately and
          fairly reflect the Company's transactions and operations. Employees
          must not, directly or indirectly, knowingly falsify any company
          documents.

     H.   SunTrust will seek the prosecution of any employee suspected of
          embezzlement or misapplication of funds.

IX.  PROFESSIONALISM IN BUSINESS AND PERSONAL MATTERS

     A.   Employees are governed by the SunTrust Code of Business Conduct and
          Ethics and must follow the provisions of the Code in a manner that
          will protect the integrity and reputation of SunTrust and themselves.

     B.   Employees must not convert property or assets of SunTrust to personal
          use.

     C.   Employees must manage their own financial affairs responsibly.
          They must disclose to their manager any personal financial problems
          that might cause embarrassment to the company if they became public
          knowledge or might affect their judgment concerning company business.


X.   RESPONSIBILITY OF CITIZENSHIP

     A.   SunTrust intends to be a good corporate citizen in every community in
          which it operates, supporting worthy civic, cultural, educational,
          social, and other programs contributing to the quality of life.

     B.   Employees are encouraged to exercise their rights and duties as
          private citizens. Since certain civic activities may adversely affect
          job performance, employees must obtain written approval from a
          Management Committee member before seeking or accepting any public
          office and before serving as the chairperson or treasurer of a
          political campaign committee for any candidate or political party.

     C.   Although employees are encouraged to participate freely and actively
          in the political process, they must follow all applicable laws, rules,
          and regulations (including those relating to





          conflicts of interest and ethical improprieties by government
          officials) and make sure that the activities do not interfere with the
          employee's ability to perform his or her employment duties.

     D.   No bribe or other compensation to influence a decision or action
          should be paid to or accepted from any political or government
          official.

XI. POLITICAL CONTRIBUTIONS

     A.   Federal law prohibits all corporations from making federal political
          contributions and prohibits national banks from making contributions
          to federal, state, or local candidates for election. In addition,
          various state laws further limit the ability of corporations to make
          political contributions.

     B.   Where lawful, SunTrust may make contributions concerning civic or
          governmental issues in which SunTrust has a particular interest. These
          contributions cannot be to candidates for elective office. They may be
          made only after receiving an opinion from corporate counsel that the
          contribution is lawful and the prior written approval of a member of
          the Management Committee.

     C.   Any contributions by SunTrust to candidates for elective public office
          will require both an opinion from corporate counsel that the
          contribution is lawful and the prior written approval of SunTrust's
          chief executive officer.

     D.   Employees may contribute to SunTrust-sponsored political action
          committees. Employees may contribute on their own behalf to political
          candidates provided all applicable laws as well as specific
          departmental policies are followed. Certain employees who assist
          SunTrust in soliciting municipal finance business are subject to
          additional restrictions on their contributions.

XII. IMPLEMENTATION

          Each employee is responsible for knowing the contents of the Code and
          following its instructions at all times. The rules of the Code will be
          enforced through audit, examination, and personnel procedures.
          Employees should address questions in writing concerning whether
          specific activities are prohibited





          or restricted by the Code to SunTrust's General Auditor.


XIII. RESPONSIBILITY OF EMPLOYEES TO REPORT VIOLATIONS

     If you believe the law and/or the Code is being violated, including
     concerns regarding questionable accounting or auditing matters, you must
     report the situation promptly (within 48 hours) to your manager and to the
     General Auditor. If you believe that your welfare and safety will be
     compromised in reporting instances of suspected misconduct, you should use
     the SunTrust ALERT line (1-877-283-9251) to report anonymously or
     confidentially. Your concerns or suspicions are important to the company.
     Reporting the activity will not subject you to discipline, absent a
     knowingly false report. The General Auditor will conduct an investigation
     to determine if a violation has occurred. The General Auditor will ensure
     unbiased treatment of all parties concerned. Such disclosure does not
     eliminate the obligation to file federal suspicious activity reports or
     other required regulatory filings.





5.4  INSIDER INFORMATION

5.4.1 INSIDER TRADING

Rule 10b5-1 under the Securities Exchange Act of 1934 creates a presumption that
a person aware of material nonpublic information has "used" that information in
trading, subject to designated affirmative defenses aimed at showing that the
information was not a factor in the trading decision. Rule 10b5-2 defines the
type of family or other non-business relationships that give rise to a duty not
to "misappropriate" material nonpublic information.

Anyone who is employed by, or performs any duties on behalf of Trusco is subject
to these Insider Trading policies.

5.4.2     WHAT IS INSIDER TRADING?

Insider trading is seen as an abuse of an insider's position of trust and
confidence, and is harmful to the securities markets resulting in the ordinary
investor losing confidence in the market.

Insider trading is prohibited by federal securities regulations so as to
maintain the assurance afforded to investors that they are placed on an equal
footing and they will be protected against the improper use of insider
information.

Tipping of certain information by a Trusco employee to a third party is also
prohibited, because the information is given to certain persons and not the
public at large.

Normally there are three types of insiders:

     1. True insiders such as research analysts, portfolio managers, and
        directors;

     2. Quasi insiders such as professional advisers, lawyers, auditors and
        financial advisers; and

     3. Tippees - those who are given information by an insider.

The information of insiders is that type of information which is likely to
affect the price of securities if it were public information. In all cases the
necessary





material information should be disseminated to the market/public
before the insider deal. Otherwise the insider could publish the information and
then act immediately before the market could absorb it. Timing is of the essence
and enough time should be given to the public before the insider benefits,
alone, from such material information.

Sanctions for insiders could be civil or criminal or both. However, normally
there must be actual knowledge by the insider that the information is inside
information. In other words, insider dealing must be known and deliberate.

There is no limitation as to the securities covered by the insider trading
prohibition and therefore applies to all types of securities, whether listed or
unlisted.

5.4.3 POLICY

In certain instances, it has been observed that there is conflict of duties
because trading on insider information is prohibited and at the same time there
is a duty to trade to protect the interest of your client. This could emerge in
cases where a broker or a bank managing a discretionary investment account and
he becomes aware of unpublished price sensitive information, there may be a
conflict between his duty not to trade and his duty to act in the best interests
of his clients. The prohibition of insider trading is usually overriding.

It is the Policy of Trusco Capital Management that all investment decisions
regarding the purchase, sale, or retention of publicly traded securities shall
be made only on the basis of information available to the general public. No
such decision shall be made on the basis of any material inside information
concerning securities, which may come into the possession of Trusco Capital
Management personnel, whether such information is obtained intentionally or
unintentionally. No employee may trade , either personally or on behalf of
others (such as accounts advised by Trusco), in a security with respect to which
he or she possesses material, non-public information, nor may such person
communicate material, non-public information to others in violation of the law.
Information is material when there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions.




Trusco Capital Management personnel shall not seek access (either directly or
indirectly), to Credit Files, Securities Underwriting Files, or other files of
SunTrust Banks for investment decision purposes. Trusco Capital Management
personnel shall also avoid discussion with personnel of SunTrust Banks, or any
affiliate concerning publicly held corporations, in meetings or in private,
which might lead to a disclosure of material inside information concerning such
corporations or securities to Trusco Capital Management personnel.

Where personnel come into possession of material inside information concerning
publicly held securities, this fact shall be made known promptly to the
President. Appropriate steps shall then be taken to prevent any investment
decisions being made on the basis of such information.

These prohibitions do not apply to non-publicly traded securities of closely
held corporations, for which Trusco Capital Management has current or
prospective fiduciary or advisory responsibility. In such instances, personnel
may request access to files of the Bank pertaining to such corporations, but
only with the approval of the President.

Substantial corporate resources are devoted toward the analysis of company and
industry trends, which should be available to benefit the corporation. Banking
personnel are permitted access to the industry and company Trust Files. Unlike
Banking Files, which contain confidential information, all of the information in
these files is by its nature data in the public domain. Therefore, the
information should be considered available for credit inquiries and the like.
Also, within the realm of public type information would be the working files of
Trusco Capital research analysts, including computer-based files. It is
understood that Trusco Capital analysts may also provide certain assistance to
Banking personnel from time to time, based on the above-mentioned publicly
available files.


5.4.4 CHINESE WALL

One possible solution for this issue is a Chinese wall between the investment
advisory (research or portfolio managers) and the firm's sales department. A
Chinese wall,





if effective, stops confidential information passing from
individuals on one side of the wall to individuals on the other side.

All regulations relating to securities markets are very clear regarding the
prohibition of insider trading. This clear stand is based on the philosophy of
giving equal information to all investors. Trusco will maintain appropriate
controls so that insider information does not disseminate throughout or outside
of the Firm.


5.4.5    RULE 10B5-1 "USE" VERSUS "POSSESSION"

In the past, the SEC has maintained in enforcement cases that a trader may be
liable under Exchange Act Rule 10b-5 (the principal insider trading prohibition)
for trading while in "knowing possession" of material nonpublic information and
that it is not necessary for the government also to prove that the trader "used"
the information for trading.
Rule 10b5-1 provides that a purchase or sale of a security is "on the basis of"
material nonpublic information as required for a violation of Rule 10b-5 if the
person making the purchase or sale was "aware" of the information at the time of
the purchase or sale, subject to designated affirmative defenses aimed at
showing that the information was not a factor in the trading decision. Under
Rule 10b5-1, a defendant found to be "aware" of material nonpublic information
at the time of a trade must prove that before becoming aware of the information,
he or she had:

     (1) entered into a binding contract to make such trade;

     (2) instructed another person to make the trade for his or her account, or

     (3) adopted a written plan for trading pursuant to which such trade was
     made. Such a contract, instruction or plan must have either:

         (a) specified the amount to be purchased or sold, the price (which may
         be a particular dollar price or the market price on a particular date
         or a limit price) and the date on which the securities were to be
         purchased or sold (which may be any date during the period a limit
         order is in effect),




         (b) included a written formula or algorithm or computer program for
         determining amount, price and date, or

         (c) permitted the trading person to exercise no influence over how,
         when or whether to effect purchases or sales.


Rule 10b5-1 includes an additional affirmative defense available only to trading
parties that are entities. Under this provision, an entity will not be liable if
it demonstrates that the individual making the investment decision on behalf of
the entity was not aware of the information and that the entity had implemented
reasonable "Chinese Wall" policies and procedures to prevent insider trading.


5.4.6 RULE 10B5-2

In Chiarella v. United States (1980), the U.S. Supreme Court held that trading
or tipping of information must constitute the breach of a fiduciary duty in
order to be illegal under the insider trading prohibitions of Rule 10b-5. In
addition to the relationship between a corporate director or officer and the
corporation, courts have found the necessary fiduciary duty to exist in several
other types of business relationships, including (among others)
employer-employee, attorney-client and the relationship between partners in a
partnership. Courts have also found the necessary fiduciary duty to exist in
certain non-business relationships based on trust and confidence, such as a
psychiatrist-patient relationship.

In United States v. Chestman (2d Cir. 1991), however, the Second Circuit Court
of Appeals indicated that a family relationship (in that case, marriage) did not
by itself constitute a sufficient relationship of trust or confidence for an
insider trading claim and neither did a family relationship plus a unilateral
imposition of confidentiality (Wife: "Honey, don't tell anyone about this!"). In
so doing, the Second Circuit suggested that the result might be different if
family members had a bilateral agreement of confidentiality (Wife: "Do you
promise not to tell anyone?" Husband: "I promise.") or there was a prior





history or pattern of sharing similar confidences such that one family member
had a reasonable expectation that the other would keep those confidences.

Rule 10b5-2 enumerates a non-exclusive list of non-business relationships under
which a sufficient duty of trust or confidence will exist. These include:

     1. Whenever a person agrees to maintain information in confidence (a
     bilateral agreement);

     2. Whenever the person communicating the information and the person to whom
     it is communicated have a history, pattern or practice of sharing
     confidences, such that the person communicating the material nonpublic
     information has a reasonable expectation that the other person would
     maintain its confidentiality; or

     3. Whenever a person receives or obtains the information from the person's
     spouse, parent, child or sibling. The rule specifies, however, that the
     sufficiency of this last category may be rebutted if the defendant proves
     that the person providing the information "had no reasonable expectation
     that [the defendant] would keep the information confidential, because the
     parties had neither a history, pattern or practice of sharing confidences,
     nor an agreement or understanding to maintain the confidentiality of the
     information." In other words, a husband accused of breaching a duty of
     confidence to his wife by trading on information she had passed to him
     could rebut the presumption by proving that his relationship with his wife
     was so bad that she had no reasonable expectation that he would not betray
     the confidence by trading.


5.4.7 PROCEDURES

Because all individuals associated with or performing duties on behalf of Trusco
are subject to these Insider Trading policies, each individual is also
responsible for the following procedures with respect to thwarting or detecting
Insider Trading rule violations:

     1.   Read and comply with the policies and procedures stated here.




     2.   Make no trades in accounts for which you have direct or indirect
          beneficial interest in securities for which material non-public
          information exists.

     3.   Do not disclose any material non-public information to family, friends
          or clients.

     4.   Notify the Chief Compliance Officer when you suspect a potential
          violation of insider trading rules.

     5.   Properly document and submit to Trusco Compliance on the appropriate
          internal forms all outside activities, directorships, and material
          ownership of a public company (over 5%).


5.4.8 INTERNAL CONTROLS

The Chief Compliance Officer shall be responsible for setting forth policies,
procedures, monitoring adherence to the rules of insider trading, pre-clearance
of employees' and their dependents' personal security transactions, and the
implementation of the Code of Ethics. To this end the CCO, or his or her
designee, shall:

1. create, review and revise as need the policies and procedures for detecting
and preventing violations to the Insider Trading policies;

2. upon an individual being hired by Trusco and annually thereafter, communicate
to all associated individuals or those who perform duties on behalf of Trusco
the Firm's policies and procedures related to Insider Trading.

3. document any investigation of possible insider trading violations by
recording:

     a.   the name of the Trusco employee involved;
     b.   the security name and symbol;
     c.   any client accounts reviewed;
     d.   the final decision of disciplinary action taken, if any; e. the date
          the investigation commenced and ended.

4. be responsible for the proper maintenance of watch and restricted lists.




5.4.9 DISCIPLINARY ACTIONS

Any employee, officer, or director who trades in securities or communicates any
information for trading in securities, in contravention of these policies may be
penalized and appropriate action may be taken by the company.

Employees, officers, or directors of the company who violate Insider Trading
Rules and/or these polices shall also be subject to disciplinary action by the
company, which may include ineligibility for future participation in personal
security transactions, and possibly termination.





5:5  CLIENT SOLICITATION

Rule 206(4)-3 of the Advisers Act makes it unlawful for any investment adviser
to pay a cash fee (this is often referred to as a "finder's fee") to someone who
solicits clients unless the adviser and solicitor abide by the following
regulations:

     (1)  The adviser must be registered;

     (2)  The solicitor is not subject to court order or any administrative
          sanction (the "Bad Boy" rule);

     (3)  There is a written agreement between the investment adviser and the
          solicitor and such agreement is not in violation of the Act;

     (4)  If the solicitor is not an officer or employee of the adviser and is
          not controlled by the adviser, the solicitor must provide the client
          with disclosure material on the adviser, and the solicitor must also
          obtain written receipt of such disclosure pursuant to Rule 204-3 of
          the Act.

     (5)  The solicitor must provide the client with written information
          pertaining to the arrangement between the solicitor and the adviser,
          including any affiliation, the terms of compensation, and the
          difference, if any, in the advisory fee that is attributable to the
          solicitation arrangement.

     These are federal regulations. Individual states can and do have different
     requirements with respect to client solicitation. Trusco requires that any
     existing or proposed arrangements to pay "finder's fees" be approved by the
     Firm to ensure compliance with existing company policy, as well as any
     applicable federal and state regulations.


5:5.1 FIXED INCOME

It is the policy of the Fixed Income Division of Trusco not to compensate third
parties for client referrals at this time. Decisions to begin this practice will
be made by Senior Management.





5:6   CONFLICTS OF INTEREST


5:6.1 CORPORATE MANAGEMENT

BACKGROUND

Out of an agreement between the New York State Attorney General and Merrill
Lynch on May 21, 2002, was born the Investment Protection Principles (the
"Principles"). Most of the principles were the results of findings that certain
investment firms and stock analysts had conflicts of interests or secret agendas
when making investment decisions for clients, and may have given misleading
information to investors, including state pension funds.

The conflicts of interest specific to these principles may arise when money
managers handle both public pension funds and corporate 401(k) clients. Some
money managers may feel obligated to invest the assets of a public pension
account in the securities of their corporate clients, regardless of whether the
investment is suitable or not.

A different type of conflict can arise when research analysts are reluctant to
disclose negative information about their corporate clients, even though
withholding the information could adversely affect public pension fund
investments. "The evidence revealed that the analysts writing stock reports at
times functioned essentially as sales representatives for the firm's investment
bankers, using promises of positive research overage to bring in new clients and
stock offerings," (Testimony of New York State Attorney General Eliot Spitzer,
June 26th, 2002, before the Senate Committee on Commerce, Science and
Technology, Subcommittee on Consumer Affairs, Foreign Commerce and Tourism,
Hearing on Corporate Governance).

These principles were designed to keep investment bankers within a broker-dealer
from exerting undue influence over research analysts within the same firm, and
to discourage prioritization of one type of client over others.

Several states and public pension funds require asset managers to take certain
actions and/or certify compliance with the principles as a condition of being
appointed manager of public funds.




POLICY

Trusco holds the Investment Protection Principles formulated out of the
agreement between Merrill Lynch and Co. and the New York State Attorney General
in high regard. Trusco's adoption of these policies and procedures serves to
highlight the ethical structure that has long been encouraged and supported
within Trusco.


PROCEDURES

Trusco operates free of any investment banking conflict of interests. Following
are the safeguards currently in place which help to ensure the client
relationships of an affiliate do not influence investment decisions made by
Trusco:

     o    Trusco has no investment banking division.

     o    Trusco does not conduct investment banking services;

     o    Trusco's research analysts' compensation has no link to any investment
          banking business. Trusco's Finance Department reviews compensation
          records to ensure compensation is based only on pre-approved
          calculations and formulae;

     o    No research analyst may participate in efforts to solicit investment
          banking business of an affiliate. Accordingly, no research analyst
          may, among other things, participate in any "pitches" for investment
          banking business to prospective investment banking clients, or have
          other communications with companies for the purpose of soliciting
          investment banking business;

     o    No research analyst may be subject to the supervision by an
          affiliate's investment banking department, and no personnel engaged in
          investment banking activities may have any influence or control over
          the compensatory evaluation of a research analyst;

     o    Trusco receives no compensation from any of the recommended subject
          companies;




     o    Neither do Trusco's Portfolio Managers nor its Research Analysts have
          access to credit files or systems of any affiliates;

     o    Offices of Trusco are located in separate locations, and in some
          instances, different states;

     o    The Trusco Investment Policy Committee, the members of which are all
          employees of Trusco and all Trusco Portfolio Managers make the
          investment decisions for those accounts which Trusco has investment
          discretion. Committee meeting minutes are reviewed by senior
          management;

     o    Securities of companies with which Trusco has an affiliation by way of
          its relationship with SunTrust Banks, Inc., i.e. SunTrust
          director-related securities, are strictly prohibited from being
          purchased in accounts for which Trusco has investment discretion;

     o    To address material conflicts of interest, as defined by the SEC,
          involving Trusco relationships, the Trusco Proxy Voting Committee will
          engage the services of an independent fiduciary voting service to vote
          on any proxies for securities for which the Committee determines a
          material conflict of interest exists so as to provide shareholders
          with objective proxy voting;

     o    The STI Classic Funds are chaired by an independent Trustee. Further,
          greater than 75% of the Board of Trustees is considered independent;


Additionally, Trusco shall, upon request of its public pension fund clients:

     o    Provide annually a list of all clients that are publicly-held
          companies;

     o    Disclose annually the manner in which its portfolio managers and
          research analysts are compensated, including but not limited to any
          compensation





     resulting from the solicitation or acquisition of new clients or the
     retention of existing clients;

     o    Report quarterly the amount of commissions paid to broker-dealers, and
          the percentage of commissions paid to broker-dealers that have
          publicly announced that they have adopted the Investment Protection
          Principles;

     o    Confirm that it considers the quality and integrity of the subject
          company's accounting and financial data, including the its 10-K, 10-Q
          and other public filings and statements, as well as whether the
          company's outside auditors also provide consulting or other services
          to the company;

     o    Confirm that when deciding whether to invest State or Pension Fund
          moneys in a company, it considers the corporate governance policies
          and practices of the subject company;

     o    Confirm that it has the policies and procedures in place to enforce
          prohibitions against short-term trading and late trades in the STI
          Classic Funds.


DEFINITIONS

For purposes of this policy, the following terms shall be defined as provided.

(1) "Investment banking department" means any department or division that
performs any investment banking service.

(2) "Investment banking services" include, without limitation, acting as an
underwriter in an offering for the issuer, acting as a financial adviser in a
merger or acquisition, providing venture capital, equity lines of credit, or
serving as placement agent for the issuer.

(3) "Research analyst" means the associated person who is primarily responsible
for the recommendation of a security whether or not any such person has the job
title of "research analyst."

(4) "Research department" means any department or division, whether or not
identified as such, that is principally





responsible for preparing the substance of a research report or security
recommendation.

(5) "Research report" means a written or electronic communication that includes
an analysis of equity securities of individual companies or industries, and that
provides information reasonably sufficient upon which to base an investment
decision.

(6) "Subject company" means the company whose equity securities are the subject
of a research report or a recommendation.


5:6.2    DIRECTOR-RELATED COMPANY POLICY

REVISED APRIL, 2005

The firm, when exercising investment discretion, shall not purchase or recommend
the purchase of any/all securities, debt, convertible, equity or hybrid, issued
or guaranteed by:

         1) SunTrust Banks, Inc.

The firm, when exercising investment discretion, shall not purchase or recommend
the purchase of any EQUITY SECURITIES issued or guaranteed by:

         1) Publicly traded companies or subsidiaries whose CEO or CFO is also a
         member of the Board of Directors of SunTrust Banks, Inc. or Trusco
         Capital Management, Inc.

         2) Publicly traded companies or subsidiaries whose boards' include a
         member of the Trusco Board of Directors

Securities acquired before adoption or amendment of this Policy that would act
to prohibit such an acquisition and which have a fixed maturity, may be held to
maturity. Securities in that category which do not have a fixed maturity shall
be disposed of within in a reasonable time after that adoption or amendment in a
manner consistent with the investment guidelines of the account and needs of the
client.




For accounts where investment discretion is duly delegated pursuant to the
governing document or applicable law for the account to an independent
investment manager having no affiliation to SunTrust Banks, Inc., the provisions
of this Policy shall not apply to the independent investment manager.

Exceptions to this Policy may be approved by the relevant official committee,
Trusco CCO, STI Classic Fund CCO and STI Classic Funds and Variable Trusts Board
of Trustees as appropriate under the following instances:

         1) Purchases made to duplicate an index for which the bank does not
         determine the basis for the allocation of assets.

         2) An external Powerholder with respect to an account duly exercises
         that power to direct the bank/firm/company in writing to purchase such
         a security or to retain current holdings of those securities, after the
         bank/firm/company has disclosed its relationship with the issuer to the
         Powerholder.

Please see Exhibit N for a listing of these restricted securities.


5:6.3 PROFESSIONAL GROUPS

Trusco recognizes that its business involves the management and coordination of
large sums of money. Such management requires the use of practicing lawyers,
accountants, brokers, actuaries, consultants and other professionals.
Accordingly, it is Trusco's policy to work judiciously and objectively with
these professional groups in meeting the needs and objectives of its clients.


5:6.4    PERSONAL

A conflict of interest exists when a Trusco employee or officer is involved in
activities or relationships which might prevent the proper exercise of his or
her duties and obligations to the company.

Circumstances which give the appearance of a conflict of interest should be
avoided, or at least carefully examined





since the reputation of the company and the individual may be injured by the
appearance as well as by the facts.

In addition to adhering to the Trusco Code of Ethics all personnel of Trusco
shall observe the Code of Business Conduct and Ethics of SunTrust Banks, Inc.
and the specific restrictions contained within this policy manual on the
following pages dealing with conflicts of interest.

Information which comes to us or to Trusco through our work or business contacts
is privileged and confidential. It is not to be used for the benefit of us or
other clients when it affects the interests of others. Safeguarding the
confidentiality of matters entrusted to us by our clients is our first
obligation to the client.

Demands on our time and commitment that might bring about conflicts of interest
should be known to our associates and resolved in favor of the best interests of
the Company. Consultation with supervisors and management is appropriate where
there may appear to be an issue.

Employees violating either the Trusco Code of Ethics or the SunTrust Code of
Business Conduct and Ethics may be subject to disciplinary action including
termination.


5:6.5 OUTSIDE DIRECTORSHIPS AND BUSINESS INTERESTS

Written approval by the President, or his or her designee, is required before
any officer or employee may serve as a director or Trustee of any corporation.
Any significant interest in a business by an officer or employee of Trusco shall
be reported to the President by said officer or employee. Furthermore, any
employee who accepts another position outside of Trusco must report this action
to the Trusco Compliance Department using the Outside Activities Report form
upon being hired, annually thereafter, and also if an employee is considering a
new position outside of Trusco. Generally, no access person may accept a
position as a director or trustee of a publicly-traded company whether or not
the position provides compensation in any form. Exceptions to this policy are
not permitted without prior written approval by Trusco (and, if applicable, by
the Board of Trustees of the Funds).




5:6.6 COMPETING WITH AFFILIATES

No officer or employee of Trusco may take for him or herself an opportunity
which belongs to the Company. Whenever the Company has been seeking a particular
business opportunity, or the opportunity has been offered to it, or the
Company's funds, facilities, or personnel have been used in developing the
opportunity, the opportunity rightfully belongs to the Company and not to
officers or employees who may be in a position to direct the opportunity to him
or herself or others.

Under no circumstances shall any officer or employee engage in any outside
activity for compensation that utilizes any of the services or facilities of
Trusco. The specific types of outside activities that may produce a conflict of
interest include:

         1.       Employment with a company, or personally engaging in any
                  activity, that is in competition with the Company.

         2.       Rendering investment counsel or other advice based upon
                  information, reports, or analyses that are accessed primarily
                  from or through Trusco employment.

         3.       Personal use of Trusco equipment, supplies or facilities.


5:6.7 CLIENT RELATIONS

No officer or employee of Trusco, or any member of his or her immediate family
shall acquire any real, tangible or intangible property of any kind when he or
she has knowledge that a Trusco, SunTrust, or any present or potential client
whose plans has been disclosed, may lease, rent, or acquire said property in the
near future.

No officer or employee of Trusco shall act for themselves or disclose to others
any material non-public information related to securities that are publicly
held. All officers and employees shall conduct themselves in such a manner that
transactions for their clients have priority over personal transactions, and
personal transactions do not operate adversely to client interest. Officers and




employees should act with impartiality with respect to all clients.

Trusco shall not sell, rent or lease to nor purchase, rent or lease from any
officer or employee (or member of his or her immediate family) of SunTrust
Banks, Inc. and its subsidiaries, any real, tangible, or intangible property of
any kind. This shall not apply when the officer or employee is related to the
account, by blood or marriage, and there is authority for the transaction in the
governing instrument of the account.





5:7  GIFTS AND ENTERTAINMENT

Rule 206(4)-3 of the U.S. Securities and Exchange Commission ("SEC") regulates
Trusco's policy on giving and accepting gifts.


DEFINITIONS

(1) GIFTS are defined as any tangible item(s) given as a result of a business
relationship for which the recipient does not pay fair market value. Note:
tickets given to sports or theater events where Trusco is not represented by an
employee shall be considered a gift.

(2) ENTERTAINMENT shall mean a recreational activity for the amusement of an
employee or outside party, such as meals, theater or sporting tickets, and other
social events.

(3) "OUTSIDE PARTY" shall refer to any one source, such as a brokerage firm,
client, vendor, or competitor.

(4) ERISA ACCOUNT OFFICIAL shall mean an ERISA plan fiduciary, such as a plan
trustee, plan administrator, or members of the plan's investment committee


GENERAL POLICY

Gifts and entertainment must be reasonable in terms of frequency and value.
However, it may be reasonable to give or accept gifts of exceptional value under
certain limited circumstances (for example, annual championship sporting
events).

Unsolicited promotional material general in nature and of nominal value, such as
pens, t-shirts, or other similar items, are permitted provided they are
occasional, do not violate ERISA or individual client policies, and do not
involve a commitment in connection with the transaction of business.

Due to the number of possible situations encountered daily by Trusco employees,
this policy will not address every such instance that an employee may encounter.
Therefore, the expectation is that all Trusco employees shall conduct





themselves as professionals with the capacity to exercise sound business
judgment. The decision to accept or decline gifts requires careful judgment.
Trusco employees must carefully weigh the business interest involved against
possible public perception when accepting or giving gifts or entertaining.


5:7.1 GIFTS

GIVING GIFTS

Typically, business gifts are designed to build and/or enhance the relationship
or goodwill between the recipient and donor. Ethical problems arise when these
acts compromise an individual's ability to make objective and fair business
decisions. Unfortunately, even the perception of compromise to an outside
observer can be very damaging to the image of an investment adviser, and is
certainly inconsistent with Trusco's high ethical standards and principles.

The Investment Advisers Act of 1940 does not prohibit a person associated with a
registered investment adviser from giving gifts. However, Trusco employees must
not give, or offer to give, gifts, favors, or other items of value that are or
could be viewed as overly generous or aimed at influencing the decision-making
process or individuals. Nor can the gift be such that the recipient feels in any
way obligated to provide business or other forms of compensation back to the
firm or associated person.


ACCEPTING GIFTS

Trusco employees must not accept gifts, favors, or other items of value which
could influence the individual's decision-making process or make the person feel
obligated to the client, potential client or other outside parties.


TIPS FOR GIVING AND ACCEPTING GIFTS

To avoid the appearance or the reality of improprieties, Trusco employees should
observe the following guidelines when deciding whether or not to give or accept
certain gifts:



     A.   USUALLY ACCEPTABLE

          o    Gifts, such as merchandise or products of $100 annually, or less.
               Flowers, gift and fruit baskets for reasonable occasions such as
               holidays, birthdays, promotions, anniversaries, funerals,
               illnesses, etc.

          o    Promotional items of nominal value, such as pens, calendars,
               coffee mugs, golf balls, etc.

          o    Donation of approximately $100 to a charitable organization on
               behalf of the intended recipient.

     B.   REQUIRES PRIOR APPROVAL BY CFO AND CHIEF COMPLIANCE OFFICER

          o    The acceptance or offer of Non-Trusco paid transportation, hotel
               or other associated accommodations.

          o    Annual gift amounts greater than $100.

     C.   NEVER ACCEPTABLE

          o    Cash, cash equivalent, or securities.

          o    Any gift that would be illegal or result in any violation of law.

          o    Articles of significant value.

          o    Personal loans.

          o    Gifts in lieu of or as a predesigned substitution for business
               compensation.

          o    Gifts to a client who has submitted, or threatens to submit, a
               complaint about an employee or Trusco. (Notify the CCO of any
               such complaint immediately-see Section 10:12 for policy and
               procedure related to Client Complaints.)

          o    Any gift that you know would cause the recipient to violate his
               or her own employer's or industry standards.

          o    An arrangement of "quid pro quo," an expression meaning
               "something for something."


5:7.2 ENTERTAINMENT



Employees and associated persons of Trusco are permitted to entertain, and be
entertained by persons outside the Firm provided that the entertainment is not
excessive in value or frequency. Entertainment situations may only be used to
foster and promote business relationships with clients or potential clients and
not for payment to friends or for other non-business-related personal gains.

To avoid the appearance or reality of improprieties, Trusco employees should
observe the following guidelines when deciding whether or not to provide or
accept certain entertainment:


TIPS FOR GIVING AND ACCEPTING ENTERTAINMENT

     A.   USUALLY ACCEPTABLE

          o    Occasional business entertainment, such as lunch, dinner,
               theater, or regular sporting event tickets and the like, may be
               appropriate if cost is reasonable.

          o    A round of golf.

          o    Seminar or conference attendance/participation

          o    Invitation to cocktail party.

          o    Donation to a recognized charitable organization on behalf of
               the intended recipient.

     B.   REQUIRES PRIOR APPROVAL FROM CFO AND CCO ON A CASE-BY-CASE BASIS

          o    Event sponsorships and charitable contributions.

          o    Tickets to special events, such as a Super Bowl, World Series, or
               Stanley Cup game.

          o    Entertainment lasting more than one day, such as overnight
               cruises, hunting, fishing, or skiing trips.

     C.   NEVER ACCEPTABLE

          o    Any entertainment or event that would be considered unethical,
               illegal or result in any violation of law.

          o    Payment of annual golf club membership dues.

          o    Discretionary use of personal property.




          o    Season tickets.

          o    Vacations, or other lavish trips.

     Excessive cost shall be measured relative to differences in the cost of
     living.


5:7.3 SEIX ADVISORS

Permitted: attendance at Road Shows or other meetings with industry executives
where lunch or dinner is part of the meeting. Lunches where brokers come to the
Seix office (eaten either in the office or at a restaurant) or where the Seix
employee has been at the broker's office and is then taken to lunch, provided
that there is a business purpose to the meeting and business is discussed during
the session. These lunches or dinners must also be reported to the Group Head
and Compliance Officer prior to attendance but will not be included in the
limits below as long as they are not excessive.

Limitations: each Investment Group - High Grade Group & High Yield Group - is
limited to four dinners with each brokerage firm with whom we do business per
year, provided that there is a business purpose to the meeting and business is
discussed during the session. The Head of each Investment Group must monitor the
Group's entertainment with different brokerage firms and must pre-approve each
before it is forwarded to the Compliance Officer for final sign-off.

Entertainment excluded: attendance at Road Shows or other meetings with industry
executives where lunch or dinner is part of the meeting. Also excluded are
lunches where brokers come to the Seix office and provides food for the meeting.
These lunches must also be reported to the Group Head and Compliance Officer
prior to attendance. Holiday parties and golf outings will not be prohibited,
provided there are a number of clients present, and it is not a one-on-one
situation.

Prohibitions: employees are not allowed to accept any entertainment by a broker
other than lunch or dinner. This includes, but is not limited to, sporting
events, any event tickets, tournaments, theater, charity functions, etc.



Implementation: if personnel from the High Grade Desk are going to dinner and
include any employee from the High Yield Group, then the dinner will count
towards both the High Yield and High Grade Groups' four dinners for the year.

Car Services: as has been the case to date, employees being entertained will
continue to minimize the use of car services provided by brokers, by sharing
rides to events and taking their own personal cars to events when safe and
possible. Car services, in general, and events outside the NY Metropolitan Area
are not permitted.

Note: the misrepresentation of a business entertainment situation, or neglecting
to preclear or report participation in business entertainment, is grounds for
termination. Seix takes its fiduciary duties towards its clients very seriously,
and expects that its employees, as fiduciaries to Seix's clients, do so as well.


5:7.4 NASD LICENSE AND CFA CHARTER HOLDERS

     Affiliation with certain industry organizations such as the NASD or CFA
     Institute will occasionally subject the employee/member to additional and
     more restrictive policies, as is the case of Gifts and Entertainment.

     5:7.4.1 NASD

     Certain Trusco employees hold active NASD licenses and are subject to NASD
     regulations. NASD Rules 2710 and 2810 relate to the receipt of non-cash
     compensation by NASD members. Furthermore, because certain employees are
     dual employees of SunTrust Securities, Inc. ("STS"), they are also subject
     to the Non Cash Compensation policies and procedures of STS. Trusco
     employees serving in this dual role must always adhere to the more
     restrictive policy on this subject.

     Generally, a registered representative of STS is permitted to accept gifts,
     provided that the amount of the gifts do not exceed $100 annually from any
     one source, and the gift cannot be preconditioned on achievement of a sales
     target. All gifts and gratuities should be recorded using the STS Gift and
     Gratuities Log, which can be found in the SunTrust




     Securities, Inc. Supervisory Policies and Procedures Manual provided to you
     by your licensed supervisor.


     5:7.4.2 CFA CHARTER HOLDERS

     CFA Charter Holders are further subject to certain additional policies and
     procedures included under the CFA Institute Standards of Practice. All
     personnel who hold such designations, should refer to the CFA Institute Web
     Site or published manuals for complete rules and recommendations. One CFA
     Standard has been interpreted to state that members should avoid situations
     that may cause, or be perceived to cause, a loss of independence and
     objectivity. Members should limit the dollar value of gifts (such as
     travel, lodging, entertainment, and meals) to US$100. Accepting invitations
     to activities such as wine tasting parties, theater, and ski weekends would
     likely violate the Standard. Members who wish to participate in such
     activities should pay their own way.

     CFA Charter Holders are expected to adhere to both Trusco policies and to
     the CFA Standards, as applicable and where the two policies overlap, the
     more restrictive policies should be followed.

     Please see pages 79-85 of the Standards of Practice Handbook for additional
     information.


5:7.5 POLITICAL CONTRIBUTIONS


     5:7.5.1 PAY TO PLAY-DEFINITION

     Public pension plan assets are held, administered and managed by elected
     officials for the benefit of citizens, retirees, and other beneficiaries.
     Elected officials who allow political contributions to play a role in the
     management of these assets violate the public trust by rewarding those who
     make political contributions. Moreover, they undermine the fairness of the
     process by which public contracts are awarded. Similarly, investment
     advisers seeking to influence the awarding of public entity advisory
     contracts,




     through solicitation or direct political contributions to related
     officials, compromise their fiduciary obligations to the plans. These
     practices known as "pay-to-play" distort the process by which investment
     advisers are selected and can harm plans, which may, consequently, receive
     inferior advisory services and/or pay higher fees. As a result, the
     millions of retirees and other beneficiaries who rely on these plans can be
     harmed. The SEC believes advisers' participation in pay-to-play is
     inconsistent with the high standards of ethical conduct required of them
     under the Investment Advisers Act. Furthermore, such practices are
     unacceptable to ERISA clients, certain trusts, and general industry
     standards.

     Trusco employees are PROHIBITED from engaging in "pay-to-play" activities.


     5:7.5.2 PERSONAL CONTRIBUTIONS TO A POLITICAL CANDIDATE

     As is standard industry practice, Trusco employees are limited to
     contributing $250 to any one individual candidate per election in personal
     contributions unless approved by senior management and the Chief Compliance
     Officer.


     5:7.5.3 CORPORATE CONTRIBUTIONS TO A POLITICAL FIGURE OR PARTY

     No payments or gifts of value may be made to any outside party, including
     any government official or political candidate or official, for the purpose
     of securing or retaining business for Trusco or influencing any decision on
     its behalf.

     The Federal Election Campaign Act prohibits corporations and labor
     organizations from using their general treasury funds to make contributions
     or expenditures in connection with federal elections. Therefore, Trusco may
     not make contributions to US Federal political parties or candidates.

     Corporate contributions to political parties in jurisdictions not involving
     U.S. Federal Elections may




     be subject to the Foreign Corrupt Practices Act, Elections Law and other
     regulations which impose severe penalties on corporations and individuals
     who violate these laws and regulations. Therefore, Trusco may not make
     contributions to political parties or candidates outside the U.S.

     No personal payments or gifts of value may be made to any outside party,
     including any government official or political candidate or official for
     the purpose of securing business for Trusco or influencing any decision on
     its behalf. Employees should always exercise care and good judgment to
     avoid making any political contribution that may give rise to a conflict of
     interest or the appearance of conflict. For example, if Trusco does
     business with a particular governmental entity or official, employees
     should avoid making personal political contributions to officials or
     candidates who may appear to be in a position to influence the award of
     business to Trusco.

     Entertainment and other acts of hospitality toward government or political
     officials should never compromise the integrity or reputation of the
     official or of Trusco. When hospitality is extended, it should be with the
     expectation that it will become a matter of public record.


5:7.6 REGULATORS

     NASD Rule 2110 and the Investment Advisers Act Rule 206(4) prohibits the
     giving of any and all compensation, gifts, gratuities or entertainment to
     federal, state or SRO securities regulators. Any attempt to give gifts or
     money to any agent of the Commission may be construed as bribery, which is
     a violation of federal law.


5:7.7 ERISA ACCOUNT OFFICIALS

     Trusco employees are prohibited from accepting any gift or entertainment
     from an ERISA account official.

PROCEDURES



In the event a gift(s) is offered to a Trusco employee

          (i)  from one outside party;

          (ii) that is greater than $100 in value

          (iii) in a twelve month period, the following should occur:

     (1)  The gift(s) must be declined;

     (2)  The employee must report the offer of the gift(s), the name of the
          offeror and the business relationship status (client, prospective
          client, broker, vendor, etc.) to his or her supervisor and Trusco
          Compliance; and

     (3)  Compliance must record the offer and review the record annually to
          determine if a conflict of interest is present.


INTERNAL CONTROLS

Annually, each Trusco employee is required to read the Trusco Code of Ethics,
sign, and submit the acknowledgment form to Trusco Compliance. By signing the
form the employee explicitly states that he/she has not violated the policies
contained in the Code. Violating this policy would result in the violation of
the Trusco Code of Ethics.


Documentation for client entertainment (i.e. tickets, meals, etc.) is maintained
through the Trusco Expense Reporting System which includes the client name,
individuals entertained, purpose, expense type, etc. Quarterly, Compliance will
review expense reports to ensure compliance with the policies and procedures
stated herein.

Annually, Compliance shall review:

     1.   A list of all brokerage-paid entertainment accepted by Trusco
          employees, compare the list to the commission report provided by the
          Trading and Operations Department to identify obvious or potential
          conflicts of interests.

     2.   A list of all client-related giving or entertaining, comparing the
          list to account




          performance results for each discipline to identify obvious or
          potential conflicts of interest.

Trusco paid sponsorships, charitable contributions, event participation, etc.,
are tracked in the EDGE system and also in a separate spreadsheet by the
assistant to the CFO. Payment in relation to these types of activities requires
the advance approval of the CFO, Controller, or the Executive Vice President,
and shall be consistent with this policy.

As with all policies, personnel may submit requests that fall outside the scope
of the information provided herein. Extenuating circumstances may be considered
but only upon the submission of all facts and reasons to the Chief Compliance
Officer and other appropriate senior managers. Violations of this policy shall
subject the employee to possible disciplinary action, including but not limited
to dismissal for cause.