Exhibit (p)(3)

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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



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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.

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INTRODUCTION

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.

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Trusco Capital Management, Inc. (the "Adviser") has confidence in the integrity
and good faith 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 "STI Classic Funds"); other mutual funds
sub-advised by the Adviser; common/collective funds; and individually managed
accounts, all collectively referred to as ("Clients"). 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 the provisions of rule 17j-1(b)(1) of the Investment
Company Act of 1940 (collectively defined as the "1940 Acts"), the Adviser has
adopted this Code of Ethics and Personal Trading Policy ("Code"). 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.

5:2.1 DEFINITIONS.

     (1)  ACCESS PERSON- each full/part-time employee, director, officer,
          certain contractors of the Adviser, and employees of affiliates who
          are located at Adviser's offices and/or perform most of their job
          functions on behalf of Adviser.

     (2)  BENEFICIAL OWNERSHIP- of a security is generally determined in the
          same manner as it is for purposes of Section 16 of the Securities
          Exchange Act of 1934. You should consider yourself the BENEFICIAL
          OWNER of any securities in which you have a direct or indirect
          pecuniary interest; which is the opportunity to profit directly or
          indirectly from a transaction in securities. Thus, you may be deemed
          to have Beneficial Ownership of securities held by members of your
          immediate family sharing the same household (i.e., a spouse and
          children), or by certain partnerships, trusts, or other arrangements.

     (3)  BLACKOUT PERIOD- a period during which Access Persons may not execute
          personal transactions because Adviser is or may be trading in the same
          or similar securities. Adviser's Blackout Period is three (3) days and
          applies to Covered Security transactions. This means no Access Person
          shall purchase or sell any Covered Security within at least three (3)
          business days before and after the same security is being purchased or
          sold by/on behalf of Clients.



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     (4)  COVERED SECURITY- any stock, bond, future, investment contract or any
          other instrument that is considered a "security" under the 1940 Acts.
          The term "Covered Security" is very broad and includes instruments you
          might not ordinarily think of as "securities," such as:

               o    Options on securities, indexes and currencies

               o    Investments in limited partnerships

               o    Exchange Traded Funds (ETFs), closed end funds, foreign
                    mutual funds and foreign unit trusts

               o    Private investment funds, hedge funds, and investment clubs

               o    Proprietary mutual funds which are funds managed by the
                    Adviser or any other SunTrust Banks Inc. (STI) affiliate.
                    The STI Classic Mutual Funds are an example of a proprietary
                    fund.

               o    Non-proprietary mutual funds that are advised or sub-advised
                    by the Adviser

          Covered Security DOES NOT include:

               o    Direct obligations of the U.S. government (e.g., treasury
                    securities)

               o    Bankers' acceptances, bank certificates of deposit,
                    commercial paper, and high quality short-term debt
                    obligations, including repurchase agreements

               o    Money market funds

               o    Shares of open-end mutual funds other than those that are
                    advised or sub-advised by the Adviser

          NOTE: Investments not considered Covered Securities do not need to be
          reported to Adviser. However, personal securities accounts which hold
          or could hold Covered Securities do need to be reported.

     (5)  HOLDING PERIOD- short term trading in all Covered Securities is
          prohibited. In general, all transactions must be held for a period of
          sixty (60) days or more. This includes options and futures
          transactions.

     (6)  INITIAL PUBLIC OFFERING (IPO) - is an offering of securities
          registered under the Securities Act of 1933, the issuer of which,
          immediately before the registration, was not subject to the reporting
          requirements of Sections 13 or 15(d) of the Securities Exchange Act of
          1934.



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     (7)  MARKET TIMING- is excessive short-term trading in mutual funds. Such
          activities can be detrimental to long-term fund shareholders, and
          consequently, fund companies must maintain policies and procedures to
          detect and prevent market timing abuses and other short-term trading.

     (8)  PRIVATE PLACEMENT- an offering of a stock or bond 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.

     (9)  REVIEW OFFICER- The individual selected by the Adviser to administer
          this Code.

5:2.2 STATEMENT OF GENERAL FIDUCIARY PRINCIPLES.

     In recognition of the trust and confidence placed in the Adviser by its
     Clients and to give effect to the Adviser's belief that its operations
     should be directed for the benefit of its Clients, the Adviser hereby
     adopts the following general principles to guide the actions of its
     directors, officers, employees and other Access Persons.

     (1)  The interests of Clients must be placed first at all times.

     (2)  This Code serves as the Adviser's standards of business conduct and
          fiduciary obligations of its Access Persons.

     (3)  Access Persons are required to immediately report any violations of
          this Code to the Adviser's Chief Compliance Officer or his/her
          designee. Any retaliation for the reporting of violations under this
          Code will constitute a violation of the Code.

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

     (5)  All personal securities transactions must be conducted consistent with
          this Code and in such a manner as to avoid any actual or potential
          conflict of interest or any abuse of an individual's position of trust
          and responsibility.

     (6)  All 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.



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     (7)  Access Persons are prohibited from trading, either personally or on
          behalf of others, while in possession of material nonpublic
          information. See Insider Information Policy Section 5.4.

     (8)  Market Timing abuse in mutual funds is strictly prohibited. Access
          Persons should be aware of and are required to comply with the Market
          Timing policies for all mutual funds they invest in.

     (9)  This Code does not attempt to identify all possible conflicts of
          interest. Literal compliance with each of its specific provisions will
          not shield Access Persons from liability for personal trading or other
          conduct which violates a fiduciary duty to Clients.

5:2.3 PROHIBITED PURCHASES AND SALES OF SECURITIES.

     (1)  Access Persons are generally prohibited from purchasing and/or
          acquiring Beneficial Ownership of equity or fixed income securities as
          part of any Initial Public Offering (IPO).

     (2)  No Access Person may participate in a block trade with any Client
          transaction.

     (3)  Access Persons are prohibited from short term trading that violates
          the Holding Period.

5:2.4 PRECLEARANCE OF PERSONAL TRANSACTIONS.

     Access Persons are required to preclear personal transactions in all
     Private Placements and in Covered Securities except those as noted below.
     Preclearance requests must be submitted to the Adviser's designated Review
     Officer prior to proceeding with the transaction. Access Persons are
     required to preclear investments in Private Placements by submitting the
     Private Placement request form and a copy of the Offering Memorandum
     associated with the investment to the designated Review Officer.
     Preclearance approvals are valid only for the date preclearance is granted.
     "Good till Cancel" (orders that could remain active beyond a day) are
     prohibited. In determining whether to grant approval, the Review Officer
     shall refer to all relevant sections of this Code.

     The following personal transactions in Covered Securities are EXEMPT from
     preclearance procedures. THIS EXEMPTION FROM PRECLEARANCE DOES NOT RELEASE
     EMPLOYEES FROM REPORTING OBLIGATIONS, HOLDING PERIOD RESTRICTIONS OR
     APPLICABLE SECURITIES LAWS:



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     (1)  De Minimis purchases or sales of 100 shares or fewer of an equity
          security or $5000 or less of a fixed income security. NOTE: THIS
          EXEMPTION DOES NOT APPLY IF YOUR OWNERSHIP EXCEEDS 500 SHARES OR MORE
          OF THE EQUITY POSITION OR $25,000 OR MORE OF THE FIXED INCOME POSITION
          AND SHOULD NOT BE USED AS A MEANS TO AVOID PRECLEARANCE;

     (2)  Purchases or sales of exchange traded funds [(ETFs) including but not
          limited to SPDRS, QQQQ, Diamonds, WEBS, XAX,] closed end funds,
          foreign mutual funds, foreign unit trusts, proprietary mutual funds,
          or non-proprietary mutual funds advised or sub-advised by the Adviser;

     (3)  Purchases or sales of SunTrust Banks, Inc. (STI) Stock including the
          exercise of STI employee granted stock options;

     (4)  Purchases or sales which are non-volitional on the part of the Access
          Person, including purchases or sales upon receipt of an exercise
          notice 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.

     (5)  Purchases effected upon the exercise of rights issued by a security
          issuer pro rata to all holders of a class of its securities, to the
          extent such rights were acquired from such issuer

5:2.5 REPORTING OBLIGATIONS.

     (1)  Initial and Annual Holdings Reports-Each Access Person shall complete
          an Initial Holdings Report within 10 days of his or her start date.
          Thereafter, each Access Person shall complete an Annual Holdings
          Report due January 31st for all Covered Securities as well as all
          securities accounts which hold or could hold Covered Securities in
          which the Access Person has any direct or indirect Beneficial
          Ownership. This includes the disclosure of accounts held by members of
          your immediate family sharing the same household (i.e., a spouse and
          children) etc. Information must be current within 45 days prior to the
          day the report is submitted.



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          Reports to include:

               o    The title and type of security, and as applicable the
                    exchange ticker symbol or CUSIP number, number of shares,
                    and principal amount of each Covered Security in which the
                    Access Person has any direct or indirect Beneficial
                    Ownership;

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

               o    The date the Access Person submits the report

     (2)  Quarterly Transaction Report-Each Access Person shall report
          transactions in Covered Securities where beneficial ownership exists
          within 20 days of each calendar quarter end.

          Reports to include:

               o    For each Covered Security the date of the transaction, the
                    title, and as applicable its exchange ticker symbol or CUSIP
                    number, interest rate and maturity date, number of shares
                    and principal amount;

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

               o    The transaction price;

               o    The name of the broker, dealer or bank where the transaction
                    was effected;

               o    The date the Access Person submits the report; and

               o    A disclosure of any new account(s) in which the Access
                    Person has Beneficial Ownership

     (3)  Initial and Annual Certifications- Each Access Person must certify
          initially within 10 days of his or her start date (and annually
          thereafter) that he or she has read, understands and recognizes that
          he or she is subject to the Code.

     (4)  Outside Business Activities Certification- Each Access Person must
          disclose initially within 10 days of his or her start date (and
          annually thereafter) any outside business activity whether
          compensation is received or not.



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     (5)  Duplicate Statements and Confirmations- Each Access Person must direct
          their securities firms to supply Adviser with copies of account
          statements and trade confirmations directly to:

          Trusco Capital Management
          Chief Compliance Officer
          P.O. Box 2137
          Atlanta, GA 30301
          Personal and Confidential

          NOTE: In instances where securities firms are unable to provide
          duplicate statements (examples may include 401k and stock plan
          accounts held outside SunTrust and investment club accounts) employees
          must furnish copies with their Quarterly and Annual reports.
          Additionally, whenever possible, Adviser will establish electronic
          feeds with securities firms to satisfy the duplicate statements and
          confirmations requirement.

5:2.6 EXCEPTION TO REPORTING OBLIGATIONS.

     Fully Discretionary or Managed Accounts- Access Persons may have
     discretionary accounts managed by an external party in which full
     discretionary authority has been given via a signed legal contract. For
     this type of account, no communication between the external investment
     manager and the employee with regard to investment decisions is permitted
     to occur prior to the investment manager's execution. Transactions and
     holdings in these accounts do not need to be reported to Adviser. Employees
     must provide the Review Officer or Chief Compliance Officer designee with a
     letter signed by the investment manager or other external party confirming
     that the account is, or will be, fully discretionary, and that the employee
     has no power to affect or influence investment decisions. In lieu of
     providing a letter, a signed copy of an Investment Advisory agreement or
     other legal document will suffice if all applicable points above are
     covered.

5:2.7 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. See
          Section 5.7.



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     (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 may be
          available with prior written approval by the Adviser (and, if
          applicable, by the Board of Trustees of the STI Classic Funds).

     (3)  In the event of extended Medical or Military Leave, Access Persons
          should notify the Review Officer as reporting deadlines, in many
          cases, will continue to apply.

5:2.8 REVIEW AND ENFORCEMENT.

     (1)  The Review Officer shall conduct periodic spot checks to ensure that
          Access Persons are not attempting to knowingly front run Client
          trading activity by placing personal trades within 3 business days
          before or after Client trading, also referred to as the Blackout
          Period.

     (2)  The Review Officer shall compare personal securities transactions
          reported pursuant to all sections of this Code with completed
          portfolio transactions of Clients 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. Preclearance approval does not
          necessarily mean a trade is not in violation of the Code as the Review
          Officer does not have prior knowledge of Client trading activity
          occurring after preapproval is granted. Conversely, a trade that
          occurs during the 3 day Blackout Period is not automatically
          considered a violation. The Review Officer will apply subjective
          analysis to each transaction to determine whether a trade within the 3
          day Blackout Period presents a conflict or the appearance of a
          conflict with trading on behalf of Clients.

     (3)  If the Review Officer determines that a material 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 Adviser's Chief Compliance Officer or
          his/her designee.

     (4)  If the Adviser's Chief Compliance Officer or his/her designee finds
          that a violation has occurred, he or she may, after determining the
          seriousness of the infraction, impose one or all of the following:



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               o    Verbal Admonishment;

               o    Written acknowledgement from the Access Person that he or
                    she has again reviewed, fully understands and agrees to
                    abide by the Code;

               o    Written notice to the Access Person's Personnel and
                    Compliance files including steps taken to ensure full
                    compliance in the future;

               o    Fines and/or reversals of trades, requiring fines or profits
                    be donated to a charity and losses be the responsibility of
                    the employee;

               o    Partial or full restriction on all personal trading. A
                    partial restriction is usually 6 months or more, a full
                    restriction usually results in disallowing the employee from
                    conducting ANY personal trading for the remainder of his or
                    her association with the Adviser;

               o    Suspension or termination of employment

          Severity of the violation and any history of non-adherence to the Code
          will be the basis for a determination of appropriate disciplinary
          action.

5:2.9 RECORDS.

     The Adviser shall maintain records in the manner and extent below under the
     conditions described in Rule 31a-2 under the Investment Company Act and
     Rule 204-2 of the Investment Advisers Act. As noted below, records shall be
     maintained in a readily accessible place for at least five years, with the
     first two years in an office of the Adviser:

     (1)  A copy of each Code that has been in effect at any time during the
          past five years;

     (2)  A record of any violation of the Code and of any action taken as a
          result of such violation for five years from the end of the fiscal
          year in which the violation occurred;

     (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 an
          Access Person of the Adviser, shall be retained for five years after
          the individual ceases to be an Access Person.



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     (4)  A record of each report made by an Access Person pursuant to this Code
          shall be preserved for a period of not less than five years from the
          end of the last fiscal year in which it was made.

     (5)  A record of all persons who have been required to make reports
          pursuant to this Code shall be preserved for a period of not less than
          five years from the end of the fiscal year in which it was made.

     (6)  A record of any decision, and 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 STI
          Classic Funds will be maintained for at least five years from the end
          of the fiscal year in which it was made.

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SunTrust Code of Business Conduct & Ethics
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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,  gender  identity,  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.



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          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, gender identity, 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. CORPORATE RECORDS AND REPORTING

          SunTrust requires honest and accurate recording and reporting of
          information to meet financial reporting, regulatory, tax, and legal
          obligations. All business transactions must be properly and accurately



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          recorded in a timely manner on SunTrust's books and records in
          accordance with applicable accounting standards, legal requirements,
          and SunTrust's system of internal controls.

          SunTrust is committed to full, fair, accurate, timely, and
          understandable disclosure in public reports and documents filed with
          regulatory authorities, shareholders, and the public. SunTrust's
          financial statements and reports must be prepared in accordance with
          generally accepted accounting principles and fairly present, in all
          material respects, the financial condition and results of operations
          of the company.

     IV.  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:



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                    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, non-public 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.



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          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 Investment Services, Inc. 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, non-profit organizations or accept employment with
               outside companies without getting written approval first from
               your manager.



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          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
               Online 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.

     V.   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.



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     VI.  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.

     VII. INVESTMENT MANAGEMENT AND FIUCIARY 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



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               of SunTrust stock to customers or purchase SunTrust stock on
               their own discretion for customer accounts.

     VIII. 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.

     IX.  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



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               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.

     X.   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.

     XI.  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



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               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.

     XII. 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.



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     XIII. 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.

     XIV.  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.

           The terms "SunTrust" and "company" means SunTrust and its
           subsidiaries. If policies of subsidiaries cover the same subject
           matter as the Code, the more stringent policy must govern.

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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



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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



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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.



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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.



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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



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     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:



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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.

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5:5.1 EQUITY

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.

5:5.2 FIXED INCOME

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

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5:6.1 CORPORATE MANAGEMENT

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



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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;



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     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;



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     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.



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5:6.2 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.

5:6.3 PERSONAL 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.

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.



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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.

5:6.4 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).

5:6.5 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.



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     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.

5:6.6 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.

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The SEC's Rule 206(4)-3, the general antifraud provisions of the Investment
Advisers Act of 1940 (the Act), ERISA and other applicable regulations serve as
the premise for this policy on giving and accepting gifts.

DEFINITIONS FOR PURPOSES OF THIS POLICY

1) GIFT; an item given or received as a result of an existing or prospective
business relationship. Gifts are not the same as Entertainment, i.e., giving
tickets to a sports or theater event where a Trusco employee is not present is a
gift.

(2) ENTERTAINMENT; a business-related activity or event involving an Outside
Party with a Trusco employee present, such as theater or sporting tickets,
working meals, and other social events.

(3) OUTSIDE PARTY; any existing or prospective "business source," such as a
client, vendor, brokerage firm registered representative, consulting firm, the
issuer of a portfolio security, etc.

Employees of SunTrust Bank, Inc. and/or its affiliates are not considered
"Outside Parties."

(4) ERISA ACCOUNT OFFICIAL (A/K/A/ "PARTIES IN INTEREST"); Plan fiduciaries;
trustee, employer, plan sponsor, plan administrator, investment adviser,
investment and administrative committees, also "non fiduciaries" those who
impact plan decisions (attorneys, consultants, actuaries, etc.).

(5) AFFECTED BUSINESS UNITS; Associate-level and above personnel working in the
following Business Units must record and report gifts and entertainment as
required under this policy:

     (a)  Trading and Operations

     (b)  Investment Research

     (c)  Sales and Marketing

     (d)  Client Servicing

     (e)  Investment Management



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5:7.1 GENERAL POLICY

This policy applies equally to all parties and where payment for a gift or
entertainment is either a Firm expense or an employee's personal expense. Gifts
must be nominal in value and reasonable in frequency. Unsolicited promotional
material, general in nature and inconsequential in value, (pens, t-shirts,
etc.), are permitted if occasional, do not violate this policy, and do not
involve the expectation of a commitment of a business transaction.

No policy is able to address every scenario. This is a principle-based policy.
Trusco employees shall conduct themselves as professionals exercising sound
business judgment by weighing the business interest involved against possible
public perception when deciding to give or accept gifts.

Only upon approval of the Firm's CCO, area managers may implement additional
policies/procedures in addition to those in this policy; in which case the area
manager shall be responsible for the awareness and familiarity of each employee
to whom they are applicable.

Trusco's Annual Compliance Review shall include reviewing and testing this
policy and its related procedures, including such "additional" policies. Under
no circumstances shall such policies impede an employee's ability or
responsibility to satisfy all policies provided in this the firm's official Code
of Ethics. For all intents and purposes, such "additional" policies shall be
treated as Firm policies for that manager's area.

Special circumstances may exist where a gift or entertainment request falls
outside of guidelines and additional review and consideration is appropriate.
Employees shall submit supporting rationale and information to Trusco's CFO or
CCO, or their respective designees, for review and/or approval.

Employees who violate this policy shall be subject to reprimand and possible
disciplinary action up to and including termination of employment.

5:7.2 GIFTS AND ENTERTAINMENT LOGS

Employees must record all gifts and entertainment involving an Outside Party
greater than $25 in value given or accepted (including those returned by, or
returned to an employee) on their Gifts and Entertainment Log (the "Log"),
located in the Trusco Compliance Manual labeled Exhibit O.

On a quarterly basis and within 10 business days of the calendar quarter end,
employees of each "Affected Business Unit" will submit their Logs to the
Compliance Department. Compliance shall review Log entries for policy
infractions, conflicts of interest, or inappropriate activity.



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Compliance may periodically and randomly spot-check employee Logs with completed
expense reports to ensure employees are properly recording items on the Log.

Instances of actual or potential abuses or violations shall be escalated to the
CCO for review.

INTERNAL CONTROLS

Annually, each employee is required to read the TRUSCO CODE OF ETHICS, and to
sign and submit an acknowledgment form which certifies they (and their spouse)
have not violated the policies contained in the Code. Violating any Firm
compliance policy is a violation of the Trusco Code of Ethics and is subject to
appropriate disciplinary measures.

No employee may, directly or indirectly through a spouse, do anything that would
be prohibited or in violation of this policy

RECORDING SHARED GIFTS AND ENTERTAINMENT

Shared gifts from Outside Parties such as cakes and gift baskets must be logged
by the accepting employee on behalf of others, provided the pro-rata amount for
each sharing employee is less than $25. If the pro rata amount is greater than
$25, each sharing employee must record their pro rata share amount on their
individual log.

Shared entertainment, (meals, transportation, etc.), must be logged by the
employees accepting or sharing in the entertainment estimating their pro-rated
share of the entertainment.

SPONSORSHIP REQUESTS

All requests for Trusco to pay any such items are subject to the review and
approval of management. Requests must be submitted to the Controller and CCO, or
designees, via the Sponsorship Request Form (Exhibit P in the Trusco Compliance
Manual).

5:7.3 GIFTS

Business gifts are designed to foster and promote relationships and goodwill.
Conflicts arise when gifts compromise objective and independent business
decisions. Even the perception of compromise is damaging to an adviser's image
and integrity.

     5:7.3.1 GIVING GIFTS

     Trusco employees must not offer or give gifts which may be viewed as:

          o    overly generous/excessive;

          o    aimed at influencing a decision-making individual or process;

          o    Intended to have the effect of a recipient feeling obligated to
               provide business or other forms of compensation in return.



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     5:7.3.2 ACCEPTING GIFTS

     Employees shall not accept gifts, favors, or any items of value which may
     influence their decision-making or obligate them in any fashion. To avoid
     even the appearance of impropriety, employees shall observe the guidelines
     below.

     As many clients have established policies related to gifts, employees shall
     obtain and review any client and/or account administration-related guidance
     prior to any such action being taken.

     5:7.3.3 GUIDELINES FOR GIVING AND ACCEPTING GIFTS

     Generally, the dollar value limit of gifts accepted in any rolling
     twelve-month period is $100.

     A.   USUALLY PERMISSIBLE TO GIVE OR ACCEPT

     o    Promotional items of nominal value (pens, mugs, golf balls, etc).

     o    Prizes won from games of chance (raffles or lottery-style games).

     o    Flowers, gift/fruit baskets, etc., for reasonable and infrequent
          occasions such as holidays, birthdays, promotions, etc.

     o    Gifts such as merchandise or products valued at $100 or less.

     B.   APPROVAL OF CFO AND CCO, OR THEIR RESPECTIVE DESIGNEES, REQUIRED PRIOR
          TO GIVING OR ACCEPTING

     o    Offer's of paid transportation, hotel, lodging, etc.

     o    Annual gift amounts in excess of this policy's amounts.

     o    Trusco-paid charitable donations.

     o    Gifts to ERISA, Taft-Hartley, State, or Public Pension Plan Officials
          or Employees.

     C.   NEVER PERMISSIBLE TO GIVE OR ACCEPT

     o    Cash, items redeemable for cash, cash equivalents, or securities.

     o    Articles of significant value.

     o    Any item as part of a "quid pro quo" arrangement (i.e., "something for
          something").

     o    Gifts which violate law including regulations (ERISA, Taft-Hartley,
          State Statutes, etc).

     o    Trusco-sponsored charitable donations to organizations which are also
          STI Classic Fund mutual fund shareholders (prohibited due to certain
          unintended tax consequences to the Funds and shareholder).

     o    Gifts to anyone who threatens to or has submitted a complaint about an
          employee or the Firm. (Notify the CCO, or his/her designee,
          immediately-see Section 7:14 for client complaints policy.)

     o    Gift which violate a client's policies, the Firm's policy, industry
          standards, or regulations.



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5:7.4 ENTERTAINMENT

Employees are permitted to entertain and to be entertained provided it is not
excessive in value or frequency and fosters business relationships with
potential or existing Outside Parties (i.e., clients, vendors, brokers, services
providers, consultants, etc). Trusco prohibits employees from entertaining as a
means of personal gains.

     5:7.4.1 GUIDELINES FOR GIVING AND ACCEPTING ENTERTAINMENT

     A.   USUALLY PERMISSIBLE

     o    Occasional and reasonable business entertainment, such as a breakfast,
          lunch or dinner.

     o    Theater, or regular sporting event tickets and the like if cost is
          reasonable.

     o    Golf (greens fees and cart fees).

     o    Invitation to cocktail parties.

     B.   REQUIRES PRIOR APPROVAL OF CFO AND CCO, OR THEIR RESPECTIVE DESIGNEES,
          ON A CASE-BY-CASE BASIS

     o    Sponsorship and/or event participation requests.

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

     o    Entertainment beyond (1) day, (i.e. overnight cruises, hunting, or
          skiing trips.

     o    Single day attendance or participation in a seminar or conference
          (excluding flight and hotel).

     C.   NEVER PERMISSIBLE

     o    Unethical or illegal activity.

     o    Payment of annual golf club membership dues.

     o    Discretionary use of personal property.

     o    Season tickets.

     o    Vacations or other excessive and lavish trips.

5:7.5 CHARITABLE DONATIONS

     5:7.5.1 PERSONAL DONATIONS

     Personal, non-reimbursable donations to charitable organizations, including
     those to private schools or colleges and universities, churches, United
     Way, etc., need not be reported to Trusco Compliance.

     The stated gift limit of $100 per year per Outside Party does not apply to
     personal donations to charitable organizations.



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     5:7.5.2 CORPORATE DONATIONS

     Trusco-sponsored donations to charitable organizations must be approved by
     Trusco's CFO and CCO, or their respective designees, prior to giving.
     Trusco employees must contact the Trusco Finance Department for proper
     authorization and procedures when requesting Trusco-sponsored charitable
     contributions.

5:7.6 MEMBERSHIPS, LICENSE AND CHARTER HOLDERS OF INDUSTRY ASSOCIATIONS

Affiliations/memberships with industry organizations may impose additional, more
restrictive policies. In the event of policy overlap, the more restrictive
policy shall be followed.

     5:7.6.1 NASD LICENSED EMPLOYEES

     Employees with active NASD licenses are also employees of SunTrust
     Investment Services, Inc. (STIS), a broker-dealer; and subject to its
     policies, in addition to this policy.

     NASD Licensed employees must consult the STIS Supervisory Policies and
     Procedures Manual for complete information and detail.

     5:7.6.2 CFA CHARTER HOLDERS

     Charter Holders are subject to additional guidelines and restrictions
     provided in the CFA Institute Standards of Practice.

     Chartered employees must refer to the CFA Institute web site, and published
     manuals.

5:7.7 PERSONAL CONTRIBUTIONS TO A POLITICAL ENTITY, OFFICIAL/CANDIDATE

     5:7.7.1 PAY-TO-PLAY DEFINITION

     Public Funds (i.e. public pensions) are administered by elected officials
     for the benefit of citizens and retirees. Elected officials violate public
     trust when political contributions influence their selection of advisors
     for these public assets.

     Similarly, advisers seeking to influence the award of public advisory
     contracts through political contributions violate their fiduciary
     obligations, as well.

     This "Pay-to-play" practice is prohibited by the SEC. Most state laws
     prohibit the giving or accepting of contributions or gifts between service
     providers and public fund/plan officials.

     Employees are PROHIBITED from engaging in "PAY-TO-PLAY."



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     5:7.7.2 PERSONAL CONTRIBUTIONS TO A POLITICAL ENTITY, OFFICIAL/CANDIDATE

     Political contributions must not be made to a particular governmental
     entity or official/candidate which conducts business with Trusco, and who
     may appear to be in a position to influence the award of business to
     Trusco.

     Personal, non-reimbursable contributions to a particular governmental
     entity or official/candidate are permitted, and not reportable on your
     Gifts and Entertainment Log, provided the entity and/or official/candidate
     have no business relationship with Trusco. In the instance where a business
     relationship does exist, each contribution must be pre-approved by the
     Trusco CCO, or his/her designee.

     5:7.7.3 CORPORATE CONTRIBUTIONS TO A POLITICAL FIGURE OR PARTY

     No payments or gifts of any value shall be made to any Outside Party
     including domestic or international government official or political
     candidate with the purpose or intent of securing or retaining business for
     Trusco or influencing decisions on its behalf.

     The Federal Election Campaign Act prohibits Trusco from making
     contributions to US Federal or State political parties, officials, or
     candidates.

     The Foreign Corrupt Practices Act prohibits Trusco from making
     contributions to political parties or candidates outside the U.S.

     5:7.7.4 SUNTRUST BANK GOOD GOVERNMENT GROUP

     The SunTrust Bank Good Government Group is a voluntary, non-profit,
     non-partisan, political action committee registered with the Federal
     Election Commission and the Florida Department of State. Corporations, such
     as SunTrust are permitted to sponsor "political action committees" which
     can receive donations from interested individuals and make contributions to
     political candidates.

     All contributions are subject to prohibitions and limitations of the
     Federal Election Campaign Act.

     Contributions to the SunTrust Bank Good Government Group are not required
     to be recorded on an employee's Gifts and Entertainment Log.

5:7.8 REGULATORS

NASD Rule 2110 and the Investment Advisers Act Rule 206(4) prohibit the giving
of any compensation, gifts, gratuities, or entertainment to federal, state or
self-regulatory organization's regulators. Attempts involving SEC agents may be
construed as bribery; a violation of federal law.



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5:7.9 MUTUAL FUND DISTRIBUTORS

The use of fund assets (brokerage commissions) as kickbacks to brokers for
recommending the STI Classic Funds over rival fund groups is strictly prohibited
and may be deemed paying for "shelf space," which is a conflict of interest.
Trusco employees shall notify the CCO immediately upon learning of the existence
of any such arrangements.

Luncheons and nominal logo'd items are permitted to be given during Trusco or
STI Classic Fund hosted instructional and educational meetings, which may be
attended by various STI Classic Fund distributors.

5:7.10 TAFT-HARTLEY UNION PLAN CLIENTS

The Taft-Hartley Act (the "Act"), a/k/a/ Section 302 of the Labor-Management
Relations Act regulates multiemployer benefit plans (including multi-employer
pension plans), specifically, retirement plans which involve employee
contributions where a union/union rep has authority in the
administration/management of the plan's assets.

ERISA (NOT Section 302) applies if the retirement plan is
maintained/administered exclusively by employers or is maintained/administered
exclusively by a union, without the use of employee funds.

In the absence of specific direction Trusco employees shall apply ERISA
standards in relation to this policy.

REQUIRED REPORTING

Gifts and/or entertainment to Taft-Hartley plan officers and/or employees must
be identified as such by each Trusco employee on their Log. This, along with the
steps below, enables Trusco to comply with the Department of Labor's annual
reporting requirements.

     DEPARTMENT OF LABOR'S ANNUAL REPORTING REQUIREMENTS

     1.   Compliance will create a report from information obtained from
          employee Logs which are reviewed throughout the reporting year.

     2.   Trusco shall file the appropriate LM-10 Report with the DOL within the
          filing period.

     De Minimis Exception: Payments to a given union or union official are not
     reportable if they are de minimis. To meet this standard, the value of all
     gifts, gratuities or entertainment of a given union official must not
     exceed $250 in aggregate in a given fiscal year and must be unrelated to
     the recipient's status in a union. If the aggregate for the year exceeds
     $250, all payments become reportable. Therefore, all gifts, gratuities and
     entertainment must be tracked.



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5:7.11 NON-ERISA STATE, COUNTY, CITY OR LOCAL GOVERNMENT PLANS

Most states statutes establish and regulate retirement plans for state
employees, and usually include a code of ethics or guidelines (and possible
reporting requirements) on gifts and entertainment. Employees must obtain and
review a specific state's statutes prior to gifting or entertainment.

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

     5:7.11.1 NON-ERISA STATE GOVERNMENT PLAN - FLORIDA STATE STATUTES 112.313
              STANDARDS OF CONDUCT FOR ALL PUBLIC OFFICERS AND EMPLOYEES OF
              STATE AND MUNICIPAL AGENCIES

     "Public Officer"; any person elected or appointed to hold office in any
     agency, or advisory board (including trustees of FSS 112, FSS 175, and FSS
     185 Retirement Plans).

     No public officer shall solicit or accept anything of value, including a
     gift, food or beverage, tickets to events, plants, or any other similar
     service or thing having an attributable value which would influence their
     decision making.

     As most neighboring states have similar codes, employees should review the
     relevant state's statutes prior to engaging in such practice with any
     public officer/plan official.

5:7.12 ERISA

ERISA is the federal law which governs the administration and management of
qualified retirement plans sponsored by entities in the "Private Industry" (i.e.
"for-profit" corporations, partnerships, etc.), and is aimed at:

              1.   Protecting the rights and exclusive benefits of plan
                   participants and plan assets;

              2.   Mandates plan fiduciaries to act, manage, control and perform
                   their duties solely in the best interest of plan
                   participants;

              3.   Prohibits "self dealing" (i.e. facilitating plan
                   transactions):

              a.   In one's own personal interest;

              b.   With "parties in interest."



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Plans which are not subject to ERISA, but often adopt ERISA or "ERISA-like"
standards include:

     o    Public plans, plans established under federal, state, local government
          (government entities);

     o    Certain church or church associated plans;

     o    Unfunded excess benefit plans (Private Industry);

     o    Plans solely for workers compensation, unemployment, or disability;
          and

     o    Plans established outside of the US for non-resident aliens.

     5:7.12.1 "ERISA-LIKE" STANDARDS

     Trusco employees must obtain, review, and be familiar with relevant ERISA
     rules, in particular the prohibited transaction rules, as well as client
     plan documents or policies PRIOR to giving or accepting gifts or
     entertainment in connection with ERISA account employees or officials.
     Violating, or causing someone else to violate, ERISA rules is serious and
     is detrimental to the Firm and to the individual causing the violation.

5:7.13 ENFORCEMENT

If the CCO, or his/her designee, finds that a violation has occurred, he/she
may, after determining the seriousness of the infraction, impose one or all of
the following:

              o    Verbal Admonishment;

              o    Written acknowledgement from the employee that he/she has
                   reviewed, fully understands and agrees to abide by the
                   policy;

              o    Written notice to the employee's HR file including steps
                   taken to ensure full compliance in the future;

              o    Suspension or termination of employment

Severity of the violation and any history of non-adherence to the Code will be
the basis for a determination of appropriate disciplinary action.

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Director Related Company Policy
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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



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     bank/firm/company has disclosed its relationship with the issuer to the
     Powerholder.

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

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Selective Disclosure of Portfolio Holdings
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BACKGROUND

In the Fall of 2003, the Securities and Exchange Commission launched a major
inquiry into selective portfolio disclosures based on information it found in
its probe of market timing and late trading in mutual fund shares. Allowing a
chosen few investors to "peek" at a fund's portfolio, which could involve
insider trading, certainly raises issues about fiduciary duty. Large investors,
such as hedge funds, trying to time trades in a fund's shares would be greatly
advantaged by knowing the fund's latest portfolio holdings.

Due to the similarities within disciplines between mutual funds and separate
accounts, this policy is applicable to the STI Classic Funds, separately managed
account portfolios, and SunTrust Bank Common/Collective Trust Funds.

CONDITIONS FOR OBTAINING PORTFOLIO INFORMATION

In accordance with the SEC's amendment to Form N-1A, and consistent with the
antifraud provisions of the federal securities laws and Trusco's fiduciary duty,
Trusco has adopted and implemented the Selective Disclosure of Portfolio
Holdings policy and procedures with respect to the disclosure of portfolio
holdings information of separately managed accounts, common and collective trust
funds, and the STI Classic Funds. Trusco may furnish portfolio holdings to third
parties provided the following conditions are met:

     1.   The purpose for the information being sent to the third party
          represents a "legitimate business purpose,(1)"

     2.   The third party has signed and returned a Confidentiality Agreement
          (Agreement); and

     3.   Such disclosure is consistent with the antifraud provisions of the
          federal securities laws and Trusco's fiduciary duty.

OBTAINING PORTFOLIO INFORMATION

Portfolio holdings information of the STI Classic Funds may be obtained by
shareholders and the general public at no charge by (1) accessing the funds'
latest annual or semi-annual report, or its latest Form N-Q by visiting the SEC
website at www.sec.gov, or (2) by accessing the Holdings page of each mutual
fund located on the STI Classic Funds' website, located at
www.sticlassicfunds.com. The Holdings page is updated each quarter no earlier
than 15 days after every calendar/fiscal quarter end.

----------
(1)  For the purpose of this policy a "legitimate business purpose" shall mean
     an activity which (1) is in the best interest of clients and shareholders
     of the STI Classic Funds, and (2) is permitted under applicable regulation
     and company policy.



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For example, holdings as of March 31 will typically be updated and available to
the public on the STI Classic Funds' website no earlier than April 16.

Clients in separately managed accounts may receive portfolio holdings of their
account at any time without signing an Agreement. However, a third party
requesting information with respect to a separately managed account must meet
the conditions stated above. Additionally, the separately managed account client
must consent in writing to allow Trusco to provide portfolio holdings
information to the third party.

Under no circumstances shall a shareholder or client or third party be sent the
name of any security the firm is considering for purchase or sale.

STI CLASSIC FUNDS DISCLOSURE

The STI Classic Funds shall:

     1.   Describe in its Statement of Additional Information ("SAI") its
          policies and procedures with respect to any ongoing arrangements by
          which the disclosure of the Funds' portfolio holdings information is
          provided; and

     2.   State in its prospectus that a description of the policies and
          procedures is available in the Funds' SAI.

CONFIDENTIALITY AGREEMENT

The Confidentiality Agreement must be signed by a third party requesting
non-public portfolio holdings information related to separately managed accounts
(if other than the account holder), SunTrust Bank Common/Collective Trust Fund,
or STI Classic Fund. The Agreement is designed to protect the investments of
clients and shareholders from the risk of loss due to the misuse of non-public
information. The Agreement specifically precludes any individual from purchasing
or selling securities based on the information provided to them under the
Agreement.

The Agreement is reviewed by Compliance and signed by the Chief Compliance
Officer, or his or her designee, upon approval.



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Similar agreements presented by the requesting third party may be used provided
Compliance approves the agreement. These "non-standard" agreements shall be
subjected to the same review and approval process as the standard agreements.

RATINGS AGENCIES

Mutual fund portfolio holdings information may be provided to those ratings
agencies (i.e. Morningstar, Lipper, Thompson Financial, Standard & Poor's, etc)
which execute the Agreement. In most cases, portfolio holdings information is
provided to ratings agencies by the STI Classic Fund Administrator, BISYS Fund
Services, Limited Partnership.

DISCLOSURE TO U.S AND STATE GOVERNMENT AGENCIES

Agents of the United States federal and state government agencies will not be
required to sign an Agreement prior to receiving requested holdings information.

SERVICE PROVIDERS AND TEMPORARY INSIDERS

The Funds operate primarily due to the performance of duties provided by service
providers, such as the adviser, the fund administrator, fund accountant,
transfer agent, custodian, and distributor. Persons employed by these service
providers are not required to sign and return an Agreement if in the course of
normal business the holdings information of the Funds is disclosed, based on the
assumption that such persons generally are bound by confidentiality under their
respective service agreements. Likewise, certain "temporary insiders" such as
legal counsel, accountants, etc., will not be asked to sign an Agreement, based
on the assumption that they are subject to professional duties of
confidentiality.

NO COMPENSATION

Neither Trusco nor any of its affiliates receive compensation, or any other
consideration, from recipients of non-public portfolio holdings information, or
any other party, for the sole purpose of receiving such information.



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PROCEDURES

Trusco employees receiving requests from third parties for non-portfolio
holdings information shall forward the request to Trusco's Compliance
Department. Compliance will coordinate the Agreement review process with the
third party. Upon receipt of the signed Agreement portfolio holdings may be
provided to the requesting party.

All signed Agreements are maintained by the Compliance Department in accordance
with Trusco's record retention schedule.

BISYS Fund Services, Limited Partnership, on behalf of STI Classic Funds,
prepares and files Form N-Q with the SEC within 60 days of the fiscal quarter
end.

INTERNAL CONTROLS

The CCO, or his or her designee, shall:

     1.   Communicate the requirements of this policy to Trusco employees.

     2.   Review and test these policies and procedures to ensure their
          continued effectiveness.

     3.   Present material changes to these policies and procedures to the STI
          Classic Board of Trustees for review and approval.