Jones and Babson Code of Ethics

EX-99.P 22 jandbcode.htm JONES & BABSON CODE OF ETHICS Jones and Babson Code of Ethics

Exhibit No. EX-99.p.1

JONES & BABSON, INC.

BABSON FUNDS

J&B FUNDS

BUFFALO FUNDS

INVESTORS MARK ADVISOR, LLC

INVESTORS MARK SERIES FUND, INC.

CODE OF ETHICS
(Revised January 2002)

Terms which are in bold italics in the text are defined in Appendix 1.
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I. Purpose of Code.

The Code of Ethics establishes rules that govern personal investment activities
of the officers, directors and certain employees (or contractors) of Jones &
Babson, Inc. , Investors Mark Advisor, L.L.C., (together "Jones & Babson"),
Investors Mark Series Fund, Inc. and each of the funds within the Buffalo,
Babson and J&B fund groups (the "Funds"), listed on Schedule A to this Code of
Ethics.

II. Why Do We Have a Code of Ethics?

A. We want to protect our Clients. We have a duty to place the interests of
the shareholders of the Funds first and to avoid even the appearance of a
conflict of interest. This is how we earn and keep the trust of Fund
shareholders. We must conduct ourselves and our personal securities
transactions in a manner that does not create a conflict of interest with
the Funds or their shareholders, or take unfair advantage of our
relationship with them.

B. Federal law requires that we have a Code of Ethics The Investment Company
Act of 1940 and the Investment Advisers Act of 1940 require that we have in
place safeguards to prevent behavior and activities that might disadvantage
the Funds or their shareholders. These safeguards are embodied in this Code
of Ethics.5

III. Does the Code of Ethics Apply to You?

Yes! All employees (including contract personnel) of Jones & Babson and the
Funds must observe the principles contained in the Code of Ethics. Any director,
officer, employee or contractor of Jones & Babson, or any Fund who is already
subject to a substantially similar (as determined by Jones & Babson's compliance
officer) Code of Ethics because of their association with a separate company,
will not be subject to this Code of Ethics.

There are different categories of restrictions on personal investing activities.
The category in which you have been placed generally depends on your job
function, although unique circumstances may prompt us to place you in a
different category. The range of categories is as follows:

--------------------------------------------------------------------------------------------------------------
Fewest Restrictions Most Restrictions
--------------------------------------------------------------------------------------------------------------
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Non-Access Person Access Person Investment Person Portfolio Person
--------------------------------------------------------------------------------------------------------------

In addition, there is a fifth category for the Independent Directors of the
Funds. The standard profiles for each of the categories is described below:

A. Portfolio Persons.
Portfolio Persons are those employees entrusted with direct responsibility and
authority to make investment decisions affecting one or more Funds.

B. Investment Persons.
Investment Persons are financial analysts, investment analysts, traders and
other employees who provide information or advice to a portfolio management team
or who help execute the portfolio management team's decisions.

C. Access Persons.
You are an Access Person if, as part of your job, you do any of the following:
participate in the purchase or sale of securities for Fund portfolios; perform a
function which relates to the making of recommendations with respect to such
purchases or sales of securities for Fund portfolios; OR have the ability to
obtain information regarding the purchase or sale of securities for Fund
portfolios. In addition, you are an Access Person if you are any of the
following: an officer or "interested" director of any Fund; OR an officer or
director of Jones & Babson, Inc. As an Access Person, if you know that
during the 5 days immediately preceding or after the date of your transaction,
the same security was (1) held by one or more Fund and was being considered for
sale, or (2) being considered for purchase by one or more Fund, you must
preclear your personal security transaction requests in accordance with Section
IV A.

D. Non-Access Persons.
If you are an officer, director, or employee of any contractor, for a Fund or
for Jones & Babson, or if you are an employee of a Fund or Jones &
Babson AND you do not fit into any of the above categories, you are a Non-Access
Person. Because you normally do not have access to or receive confidential
information about Fund portfolios, you are subject only to Sections V(C), VI,
VII, VIII, IX and X of this Code of
Ethics.

E. Independent Directors.
If you are a director of a Fund and are not an "interested" director as defined
in the Investment Company Act of 1940 ("Independent Director"), you are subject
only to Sections II, VII, VIII and IX of this Code of Ethics. However, if you
know, or in the ordinary course of fulfilling your official duties as an
Independent Director should know, that during the 15 days immediately preceding
or after the date of your transaction, the same security was (1) purchased or
sold by one or more Fund, or (2) was being considered for purchase or sale by
one or more Fund, you will be considered an Access Person for the purpose of
trading in that security, and you must comply with all the requirements
applicable to Access Persons.

IV. Restrictions on Personal Investing Activities.

A. Investment and Portfolio Persons Preclearance of Personal Securities
Transactions. Before either of the following things happen: the
purchase or sale of a security for your own account; OR the purchase
or sale of a security for an account for which you are a beneficial
owner you must follow the following preclearance procedures:

1. Preclear the transaction with Jones & Babson's Compliance Officer.
E-mail your request to gcooke@jones&babson.com or fill out a
pre-clearance request form, and provide the following information:

Issuer name;
Ticker symbol or CUSIP number;
Type of security (stock, bond, note, etc.);
Maximum expected dollar amount of proposed transaction; AND
Nature of transaction (purchase or sale)

2. If you receive preclearance for the transaction6:
You have 5 business days to execute your transaction.

B. Investment and Portfolio Persons: Additional Restrictions.

1. Initial Public Offerings.
You cannot acquire securities issued in an initial public offering.

2. Private Placements.
Before you acquire any securities in a private placement, you must
obtain written approval from Jones & Babson's compliance officer7.
Once you receive approval, you cannot participate in any subsequent
consideration of an investment in that issuer for any of the Funds.

3. Short-Term Trading Profits.
You cannot profit from any purchase and sale, or sale and purchase, of
the same (or equivalent) securities within sixty (60) calendar days.

C. Portfolio Persons: Blackout Period.
If you are a Portfolio Person, you may not purchase or sell a security
within seven (7) days before and after a Fund that you manage executes
a trade in that security.

V. Reporting Requirements.

A. Disclosure of Personal Securities Holdings
[Access, Investment and Portfolio Persons]
Upon commencement of employment or acquisition of Access Person
status, whichever is sooner, and annually thereafter, you must report
all securities holdings to the compliance officer, along with
brokerage account numbers and addresses. Your initial holdings report
is due no later than 10 days after you are designated an Access Person
while your annual holdings report is due no later than 30 days after
year end. The report must include all securities beneficially owned by
you (including securities owned by certain family members), except for
code-exempt securities.

B. Quarterly Report of Securities Transactions
[Access, Investment and Portfolio Persons]
Each quarter you must report the purchase or sale of a security in
which you have (or will have) any direct or indirect beneficial
ownership. This may include securities owned by certain family
members. See Appendix 2 for details. (You do not need to report
transactions in code-exempt securities.) Jones & Babson will provide
you with a form of report. You must file your report no later than 10
days after the end of each calendar quarter. On the report you must
state whether you have engaged in a securities transaction during the
quarter and if you opened or closed any brokerage accounts, and if so
provide the following information:

The date of the transaction, the description and number of shares, and
the principal amount of each security involved;
The nature of the transaction, that is, purchase, sale or any other
type of acquisition or disposition;
The transaction price; AND
The name of the broker, dealer or bank through whom the transaction
was effected, or any new brokerage arrangement opened or closed.

C. Duplicate Confirmations [Non-Access (except Independent Directors),
Access, Investment and Portfolio Persons]. You must instruct your
broker-dealer to send duplicate confirmations of all transactions
(excluding transactions in code-exempt securities) in such accounts
to:
Jones & Babson Inc.
BMA Tower, 700 Karnes Blvd.
Kansas City, MO 64108-3306
Attention: Compliance Officer

Please note that "your broker-dealer" includes both of the following:
a broker or dealer with whom you have a securities brokerage account;
AND a broker or dealer who maintains an account for a person whose
trades you must report because you are deemed to be a beneficial
owner.

VI. Can there be any exceptions to the restrictions?

Yes. The compliance officer or his or her designee, upon consultation with your
manager, may grant limited exemptions to specific provisions of the Code of
Ethics on a case-by-case basis.

A. How to Request an Exemption
Send a written request to Jones & Babson compliance officer detailing
your situation. The Jones & Babson compliance officer has been
designated to develop procedures reasonably designed to detect
violations of this Code and to grant exemptions under certain
circumstances.

B. Factors Considered
In considering your request, the compliance officer or his or her
designee will grant your exemption request if he or she is satisfied
that:
your request addresses an undue personal hardship imposed on you by
the Code of Ethics;
your situation is not contemplated by the Code of Ethics; and
your exemption, if granted, would be consistent with the achievement
of the objectives of the Code of Ethics.

C. Exemption Reporting
All exemptions granted must be reported to the Boards of Directors of
the Funds. The Boards of Directors may choose to delegate the task of
receiving and reviewing reports to a Committee comprised of
Independent Directors.

VII. Confidential Information.

All information about Fund securities transactions, actual or contemplated, is
confidential. You must not disclose, except as required by the duties of your
employment, securities transactions of Funds, actual or contemplated, or the
contents of any written or oral communication, study, report or opinion
concerning any security. This does not apply to information which has already
been publicly disclosed.

VIII. Conflicts of Interest.

A. All Persons except Independent Directors
You must receive prior written approval from Jones & Babson or the
Funds and/or the Independent Directors of the Funds, as
appropriate, to do any of the following:
negotiate or enter into any agreement on the Fund's behalf with
any business concern doing or seeking to do business with the Fund
if you, or a person related to you, has a substantial interest in the
business concern;
enter into an agreement, negotiate or otherwise do business on the
Fund's behalf with a personal friend or a person related to you; OR
serve on the board of directors of, or act as consultant to, any
publicly traded corporation.

B. Independent Director
If you are an Independent Director, you cannot serve as officer of,
director of, employee of; OR consultant to any corporation or other
business entity which engages in an activity in competition with a
Fund; OR
which is engaged in any activity that would create a conflict of
interest with your duties unless you receive prior approval of the
other Independent Directors. These prohibitions also apply to anyone
who lives in the same household with you.

IX. What happens if you violate the rules in the Code of Ethics?

You may be subject to serious penalties.

A. The penalties which may be imposed include:
formal warning;
restriction of trading privileges;
disgorgement of trading profits;
fine; AND/OR
suspension or termination of employment.

B. Penalty Factors
The factors which may be considered when determining the appropriate
penalty include, but are not limited to:
the harm to the interests of the Funds and/or shareholders;
the extent of unjust enrichment;
the frequency of occurrence;
the degree to which there is personal benefit from unique knowledge
obtained through employment with the Advisors;
the degree of perception of a conflict of interest;
evidence of fraud, violation of law, or reckless disregard of a
regulatory requirement; AND/OR
the level of accurate, honest and timely cooperation from the person
subject to the Code of Ethics.
If you have any questions about the Code of Ethics, do not hesitate to
ask a member of management or Compliance.

X. Annual Certification of Compliance with the Code

As a condition of your employment, you will be asked to certify annually:
that you have read this Code of Ethics;
that you understand this Code of Ethics; AND
that you have complied with this Code of Ethics.

XI. Regular Reporting to Fund Directors

The management of Jones & Babson and the Funds will deliver reports to the Board
of Directors of each Fund at least annually: of any violation of this Code of
Ethics requiring significant sanctions;

outlining the results of any sub-adviser or affiliate Code of Ethics monitoring
activity; AND

certifying that Jones & Babson has adopted reasonable procedures necessary to
prevent its access persons from violating this Code of Ethics.

XII. Approval of this Code of Ethics

The Board of Directors, including a majority of the independent Directors, of
each Fund shall approve this Code of Ethics, and any material changes
subsequently made to it.

APPENDIX 1: DEFINITIONS

1. "Beneficial Ownership"
See "Appendix 2: What is Beneficial Ownership?".

2. "Code-Exempt Security"
A "code-exempt security" is a security in which you may invest without
preclearing or reporting such transactions with Jones & Babson. The list of
Code-Exempt Securities appears in Appendix 3.

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

4. "Private Placement"
"Private placement" means an offering of securities in which the issuer relies
on an exemption from the registration provisions of the federal securities laws,
and usually involves a limited number of sophisticated investors and a
restriction on resale of the securities.

5. "Security"
A "security" includes a great number of different investment vehicles. However,
for purposes of this Code of Ethics, "security" includes any of the following:
note,
stock,
treasury stock,
bond,
debenture,
evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate,
preorganization certificate or subscription,
transferable share,
investment contract,
voting-trust certificate,
certificate of deposit for a security,
fractional undivided interest in oil, gas or other mineral rights,
any put, call, straddle, option, or privilege on any security (including
a certificate of deposit) or on any group or index of securities
(including any interest therein or based on the value thereof), or
any put, call, straddle, option, or privilege entered into on a national
securities exchange relating to foreign currency, or
in general, any interest or instrument commonly known as a "security," or
any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, future on or warrant or
right to subscribe to or purchase, any of the foregoing.

APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"?

1. Are securities held by family members "beneficially owned" by me? Probably.
As a general rule, you are regarded as the beneficial owner of securities
held in the name of
your spouse;
your minor children;
a relative who shares your home; OR
any other person IF:
You obtain from such securities benefits substantially similar
to those of ownership. For example, if you receive or benefit from some
of the income from the securities held by your spouse, you are the
beneficial owner; OR
You can obtain title to the securities now or in the future.

2. Are securities held by a company I own also "beneficially owned" by me?
Probably not. Owning the securities of a company does not mean you
"beneficially own" the securities that the company itself owns. However,
you will be deemed to "beneficially own" these securities if:
The company is merely a medium through which you (by yourself or with
others) in a small group invest or trade in securities; AND
The company has no other substantial business.
In such cases, you and those who are in a position to control the
company will be deemed to "beneficially own" the securities owned by
the company.

3. Are securities held in trust "beneficially owned" by me? Maybe. You are
deemed to "beneficially own" securities held in trust if any of the
following is true:
You are a trustee and either you or members of your immediate family
have a vested interest in the income or corpus of the trust;
You have a vested beneficial interest in the trust; OR
You are settlor of the trust and you have the power to revoke the trust
without obtaining the consent of all the beneficiaries.

As used in this section, the "immediate family" of a trustee means:
A son or daughter of the trustee, or a descendent of either;
A stepson or stepdaughter of the trustee;
The father or mother of the trustee, or an ancestor of either;
A stepfather or stepmother of the trustee; and
A spouse of the trustee.

For the purpose of determining whether any of the foregoing relationships
exists, a legally adopted child of a person is Considered a child of such
person by blood.

4. Are securities in pension or retirement plans "beneficially owned" by me?
Probably not. Beneficial ownership does not include indirect interest by
any person in portfolio securities held by a pension or retirement plan
holding securities of an issuer whose employees generally are the
beneficiaries of the plan. However, your participation in a pension or
retirement plan is considered beneficial ownership of the portfolio
securities if you can withdraw and trade the securities without withdrawing
from the plan.

5. Examples of Beneficial Ownership
Securities Held by Family Members
Example 1: Tom and Mary are married. Although Mary has an independent
source of income from a family inheritance and segregates her funds
from those of her husband, Mary contributes to the maintenance of the
family home. Tom and Mary have engaged in joint estate planning and
have the same financial adviser. Since Tom and Mary's resources are
clearly significantly directed towards their common property, they
shall be deemed to be the beneficial owners of each other's
securities.
Example 2: Mike's adult son David lives in Mike's home. David is
self-supporting and contributes to household expenses. Mike is a
beneficial owner of David's securities.
Example 3: Joe's mother Margaret lives alone and is financially
independent. Joe has power of attorney over his mother's estate, pays
all her bills and manages her investment affairs. Joe borrows freely
from Margaret without being required to pay back funds with interest,
if at all. Joe takes out personal loans from Margaret's bank in
Margaret's name, the interest from such loans being paid from
Margaret's account. Joe is a significant heir of Margaret's estate.
Joe is a beneficial owner of Margaret's estate.
Securities Held by a Company
Example 4: ABC is a holding company with five shareholders owning equal
shares in the company. Although ABC Company does no business on its
own, it has several wholly-owned subsidiaries which invest in
securities. Stan is a shareholder of ABC Company. Stan has a
beneficial interest in the securities owned by ABC Company's
subsidiaries. Securities Held in Trust
Example 5: John is trustee of a trust created for his two minor children.
When both of John's children reach 21, each shall receive an equal
share of the corpus of the trust. John is a beneficial owner of the
trust.
Example 6: Jane is trustee of an irrevocable trust for her daughter. Jane
is a director of the issuer of the equity securities held by the
trust. The daughter is entitled to the income of the trust until she
is 25 years old, and is then entitled to the corpus. If the daughter
dies before reaching 25, Jane is entitled to the corpus. Jane is a
beneficial owner of the trust.
Example 7: Tom's spouse is the beneficiary of an irrevocable trust managed
by a third party investment adviser. Tom is a beneficial owner of the
trust.

APPENDIX 3: CODE-EXEMPT SECURITIES
Because they do not pose a possibility for abuse, some securities are exempt
from the Advisors' Code of Ethics. The following is the current list of
"Code-Exempt Securities":
Mutual funds (open-end funds)
Bank Certificates of Deposit
U.S. government securities (such as Treasury notes, etc.)
Securities which are acquired through an employer-sponsored automatic
payroll deduction plan
securities purchased through dividend reinvestment programs
commercial paper;
bankers acceptances; AND
Futures contracts (and option contracts) on the following:
Standard & Poor's 500 Index; or
Standard & Poor's 100 Index

We may modify this list of securities at any time, please send a written request
to Jones & Babson to request the most current list.

APPENDIX 4: HOW DOES THE PRECLEARANCE PROCESS WORK?

After requesting pre-clearance from the compliance officer, your request is then
subjected to the following test.

Step 1: Blackout Test
Is the security in question on the relevant Access Person, Investment
or Portfolio Person blackout list?
If "YES", the system will send a message to you to DENY the personal trade
request. If "NO", then your request will be approved by the compliance officer.
The preclearance process can be changed at any time to ensure that the goals of
the Advisors' Code of Ethics are advanced.

SCHEDULE A

THE FUNDS:

BABSON FAMILY OF FUNDS
BUFFALO FAMILY OF FUNDS
J&B FAMILY OF FUNDS
IMSF FAMILY OF FUNDS

ACKNOWLEDGMENT OF CODE OF ETHICS

I have read the Code of Ethics and agree to comply with its provisions.

Print Name

Signature Date

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1 Mr. Soden is considered an interested Director due to his employment with
the Funds' Principal Underwriter, Jones & Babson, Inc.
2 The J&B Funds consist of J&B Mid-Cap Aggressive Growth Fund, J&B Small-Cap
Aggressive Growth Fund and J&B Small-Cap International Fund.
3 The Babson Fund Complex consists of Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., David L. Babson Growth Fund, Inc., Shadow Stock
Fund, Inc., Babson Value Fund, Inc., Babson-Stewart Ivory International
Fund, Inc., D.L. Babson Tax-Free Income Fund, Inc., D.L. Babson Money
Market Fund, Inc. and D.L. Babson Bond Trust (Portfolio L & Portfolio S).
Jones & Babson, Inc. serves as, Investment Advisor, Principal Underwriter
and Registered Transfer Agent for each fund in the Babson Fund Complex. Mr.
Soden is a Director of the Babson Enterprise Fund II.
4 Mr. Gasaway is considered an interested Director due to his employment with
the Funds' Advisor.
5 Section 17j of the Investment Company Act of 1940 and Rule 17j-1 thereunder
as revised in 1999 and Section 204A of the Investment Advisers Act of 1940
and Rule 204-2 thereunder serve as a basis for much of what is contained in
this Code of Ethics.
6 How does Jones & Babson determine whether to approve or deny your
preclearance request? See Appendix 4 for a description of the process.
7 If you are the compliance officer, you must receive your approval from the
President.

Exhibit No. EX-99.p.2

Kornitzer Capital Management, Inc.
CODE OF ETHICS
(Revised April 2002)

Terms which are in bold italics in the text are defined in Appendix 1.

I. Purpose of Code.

The Code of Ethics establishes rules that govern personal investment
activities of the officers, directors and certain employees (or
contractors) of Kornitzer Capital Management, Inc. ( "KCM") and each of the
funds within the Buffalo fund group (the "Funds").

II. Why Do We Have a Code of Ethics?

A. We want to protect our Clients.

We have a duty to place the interests of our discretionary
account holders and of the shareholders of the Funds (together
"Fund shareholders") first and to avoid even the appearance of a
conflict of interest. This is how we earn and keep the trust of
Fund shareholders. We must conduct ourselves and our personal
securities transactions in a manner that does not create a
conflict of interest with the Funds or their shareholders, or
take unfair advantage of our relationship with them.

B. Federal law requires that we have a Code of Ethics

The Investment Company Act of 1940 and the Investment Advisers
Act of 1940 require that we have in place safeguards to prevent
behavior and activities that might disadvantage the Funds or
their shareholders. These safeguards are embodied in this Code of
Ethics.1

III. Does the Code of Ethics Apply to You?

Yes! All employees (including contract personnel) of KCM and the Funds
must observe the principles contained in the Code of Ethics. Any
director, officer, employee or contractor of KCM, or any Fund who is
already subject to a substantially similar (as determined by KCM) Code
of Ethics because of their association with a separate company, will
not be subject to this Code of Ethics.

There are different categories of restrictions on personal investing
activities. The category in which you have been placed generally
depends on your job function, although unique circumstances may prompt
us to place you in a different category. The range of categories is as
follows:

In addition, there is a fifth category for the Independent Directors of the
Funds. The standard profiles for each of the categories is described below:

A. Portfolio Persons.

Portfolio Persons are those employees entrusted with direct
responsibility and authority to make investment decisions affecting
one or more Funds or accounts.

B. Investment Persons.

Investment Persons are financial analysts, investment analysts,
traders and other employees who provide information or advice to a
portfolio management team or who help execute the portfolio management
team's decisions.

C. Access Persons.

You are an Access Person if, as part of your job, you do any of the
following: participate in the purchase or sale of securities for Fund
or account portfolios; perform a function which relates to the making
of recommendations with respect to such purchases or sales of
securities for Fund or account portfolios; OR have the ability to
obtain information regarding the purchase or sale of securities for
Fund or account portfolios.

In addition, you are an Access Person if you are any of the following:
an officer or "interested" director of any Fund; OR an officer or
director of Kornitzer Capital Management, Inc.

As an Access Person, if you know that during the 5 days immediately
preceding or after the date of your transaction, the same security was
(1) held by one or more Fund and was being considered for sale, or (2)
being considered for purchase by one or more Fund, you must preclear
your personal security transaction requests in accordance with Section
IV A.

D. Non-Access Persons.

If you are an officer, director, or employee of any contractor, for a
Fund or for KCM, or if you are an employee of a Fund or KCM AND you do
not fit into any of the above categories, you are a Non-Access Person.
Because you normally do not have access to or receive confidential
information about Fund portfolios, you are subject only to Sections
V(C), VI, VII, VIII, IX and X of this Code of Ethics.

E. Independent Directors.

If you are a director of a Fund and are not an "interested" director
as defined in the Investment Company Act of 1940 ("Independent
Director"), you are subject only to Sections II, VII, VIII and IX of
this Code of Ethics. However, if you know, or in the ordinary course
of fulfilling your official duties as an Independent Director should
know, that during the 15 days immediately preceding or after the date
of your transaction, the same security was (1) purchased or sold by
one or more Fund, or (2) was being considered for purchase or sale by
one or more Fund, you will be considered an Access Person for the
purpose of trading in that security, and you must comply with all the
requirements applicable to Access Persons.

IV. Restrictions on Personal Investing Activities.

A. Investment and Portfolio Persons Preclearance of Personal Securities
Transactions.

Before either of the following things happen:

the purchase or sale of a security for your own account; OR

the purchase or sale of a security for an account for which you are a
beneficial owner you must follow the following preclearance
procedures:

1. Preclear the transaction with KCM's Compliance Officer. Provide
the following information:

Issuer name;
Ticker symbol or CUSIP number;
Type of security (stock, bond, note, etc.);
Maximum expected dollar amount of proposed transaction; AND
Nature of transaction (purchase or sale)

2. If you receive preclearance for the transaction2: You have 5
business days to execute your transaction.

B. Investment and Portfolio Persons: Additional Restrictions.

1. Initial Public Offerings.

You cannot acquire securities issued in an initial public
offering.

2. Private Placements.

Before you acquire any securities in a private placement, you
must obtain written approval from KCM's compliance officer3. Once
you receive approval, you cannot participate in any subsequent
consideration of an investment in that issuer for any of the
Funds or accounts.

3. Short-Term Trading Profits.

You cannot profit from any purchase and sale, or sale and
purchase, of the same (or equivalent) securities within sixty
(60) calendar days.

C. Portfolio Persons: Blackout Period.

If you are a Portfolio Person, you may not purchase or sell a
security within seven (7) days before and after a Fund or account
that you manage executes a trade in that security.

V. Reporting Requirements.

A. Disclosure of Personal Securities Holdings

[Access, Investment and Portfolio Persons]

Upon commencement of employment or acquisition of Access Person
status, whichever is sooner, and annually thereafter, you must
report all securities holdings to the compliance officer, along
with brokerage account numbers and addresses. Your initial
holdings report is due no later than 10 days after you are
designated an Access Person while your annual holdings report is
due no later than 30 days after year end. The report must include
all securities beneficially owned by you (including securities
owned by certain family members), except for code-exempt
securities.

B. Quarterly Report of Securities Transactions

[Access, Investment and Portfolio Persons]

Each quarter you must report the purchase or sale of a security
in which you have (or will have) any direct or indirect
beneficial ownership. This may include securities owned by
certain family members. See Appendix 2 for details. (You do not
need to report transactions in code-exempt securities.) Jones &
Babson will provide you with a form of report. You must file your
report no later than 10 days after the end of each calendar
quarter. On the report you must state whether you have engaged in
a securities transaction during the quarter and if you opened or
closed any brokerage accounts, and if so provide the following
information:

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

The nature of the transaction, that is, purchase, sale or any
other type of acquisition or disposition; The transaction price;
AND

The name of the broker, dealer or bank through whom the
transaction was effected, or any new brokerage arrangement opened
or closed.

C. Duplicate Confirmations [Non-Access (except Independent Directors),
Access, Investment and Portfolio Persons].

You must instruct your broker-dealer to send duplicate
confirmations of all transactions (excluding transactions in
code-exempt securities) in such accounts to:

Kornitzer Capital Management, Inc.
5420 West 61st Place
Shawnee Mission, KS 66205
Attention: Compliance Officer

Please note that "your broker-dealer" includes both of the
following:

a broker or dealer with whom you have a securities brokerage
account; AND

a broker or dealer who maintains an account for a person whose
trades you must report because you are deemed to be a beneficial
owner.

VI. Can there be any exceptions to the restrictions?

Yes. The compliance officer or his or her designee, upon
consultation with your manager, may grant limited exemptions to
specific provisions of the Code of Ethics on a case-by-case
basis.

A. How to Request an Exemption

Send a written request to KCM compliance officer detailing your
situation. The KCM compliance officer has been designated to
develop procedures reasonably designed to detect violations of
this Code and to grant exemptions under certain circumstances.

B. Factors Considered

In considering your request, the compliance officer or his or her
designee will grant your exemption request if he or she is
satisfied that:

your request addresses an undue personal hardship imposed on you
by the Code of Ethics;

your situation is not contemplated by the Code of Ethics; and

your exemption, if granted, would be consistent with the
achievement of the objectives of the Code of Ethics.

C. Exemption Reporting

All exemptions granted must be reported to the Boards of
Directors of the Funds. The Boards of Directors may choose to
delegate the task of receiving and reviewing reports to a
Committee comprised of Independent Directors.

VII. Confidential Information.

All information about Fund securities transactions, actual or
contemplated, is confidential. You must not disclose, except as
required by the duties of your employment, securities
transactions of Funds, actual or contemplated, or the contents of
any written or oral communication, study, report or opinion
concerning any security. This does not apply to information which
has already been publicly disclosed.

VIII. Conflicts of Interest.

A. All Persons except Independent Directors

You must receive prior written approval from KCM or the Funds
and/or the Independent Directors of the Funds, as appropriate, to
do any of the following:

negotiate or enter into any agreement on the Fund's behalf with
any business concern doing or seeking to do business with the
Fund if you, or a person related to you, has a substantial
interest in the business concern;

enter into an agreement, negotiate or otherwise do business on
the Fund's behalf with a personal friend or a person related to
you; OR

serve on the board of directors of, or act as consultant to, any
publicly traded corporation.

B. Independent Director

If you are an Independent Director, you cannot serve as officer
of, director of, employee of;

OR consultant to any corporation or other business entity which
engages in an activity in competition with a Fund; OR

which is engaged in any activity that would create a conflict of
interest with your duties unless you receive prior approval of
the other Independent Directors. These prohibitions also apply to
anyone who lives in the same household with you.

IX. What happens if you violate the rules in the Code of Ethics?

You may be subject to serious penalties.

A. The penalties which may be imposed include:

formal warning;

restriction of trading privileges;

disgorgement of trading profits;

fine; AND/OR

suspension or termination of employment.

B. Penalty Factors

The factors which may be considered when determining the
appropriate penalty include, but are not limited to:

the harm to the interests of the Funds and/or shareholders; the
extent of unjust enrichment;

the frequency of occurrence;

the degree to which there is personal benefit from unique
knowledge obtained through employment with the Advisors;

the degree of perception of a conflict of interest;

evidence of fraud, violation of law, or reckless disregard of a
regulatory requirement; AND/OR

the level of accurate, honest and timely cooperation from the
person subject to the Code of Ethics. If you have any questions
about the Code of Ethics, do not hesitate to ask a member of
management or Compliance.

X. Annual Certification of Compliance with the Code

As a condition of your employment, you will be asked to certify
annually:

that you have read this Code of Ethics;

that you understand this Code of Ethics; AND

that you have complied with this Code of Ethics.

XI. Regular Reporting to Fund Directors

The management of KCM and the Funds will deliver reports to the
Board of Directors of each Fund at least annually:

of any violation of this Code of Ethics requiring significant
sanctions;

outlining the results of any sub-adviser or affiliate Code of
Ethics monitoring activity; AND

certifying that KCM has adopted reasonable procedures necessary
to prevent its access persons from violating this Code of Ethics.

XII. Approval of this Code of Ethics

KCM shall approve this Code of Ethics, and any material changes
subsequently made to it.

APPENDIX 1: DEFINITIONS

1. "Beneficial Ownership"
See "Appendix 2: What is Beneficial Ownership?".

2. "Code-Exempt Security"
A "code-exempt security" is a security in which you may invest without
preclearing or reporting such transactions with KCM. The list of
Code-Exempt Securities appears in Appendix 3.

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

4. "Private Placement"
"Private placement" means an offering of securities in which the issuer
relies on an exemption from the registration provisions of the federal
securities laws, and usually involves a limited number of sophisticated
investors and a restriction on resale of the securities.

5. "Security"
A "security" includes a great number of different investment vehicles.
However, for purposes of this Code of Ethics, "security" includes any of
the following:

note,
stock,
treasury stock,
bond,
debenture,
evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate,
preorganization certificate or subscription,
transferable share,
investment contract,
voting-trust certificate,
certificate of deposit for a security,
fractional undivided interest in oil, gas or other mineral rights,
any put, call, straddle, option, or privilege on any security (including a
certificate of deposit) or on any group or index of securities (including
any interest therein or based on the value thereof), or
any put, call, straddle, option, or privilege entered into on a national
securities exchange relating to foreign currency, or
in general, any interest or instrument commonly known as a "security," or
any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, future on or warrant or right
to subscribe to or purchase, any of the foregoing.

APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"?

1. Are securities held by family members "beneficially owned" by me?

Probably. As a general rule, you are regarded as the beneficial owner of
securities held in the name of

your spouse;
your minor children;
a relative who shares your home; OR
any other person IF:

You obtain from such securities benefits substantially similar to
those of ownership. For example, if you receive or benefit from some
of the income from the securities held by your spouse, you are the
beneficial owner; OR

You can obtain title to the securities now or in the future.

2. Are securities held by a company I own also "beneficially owned" by me?

Probably not. Owning the securities of a company does not mean you
"beneficially own" the securities that the company itself owns.
However, you will be deemed to "beneficially own" these securities if:

The company is merely a medium through which you (by yourself or with
others) in a small group invest or trade in securities; AND

The company has no other substantial business.

In such cases, you and those who are in a position to control the
company will be deemed to "beneficially own" the securities owned by
the company.

3. Are securities held in trust "beneficially owned" by me?

Maybe. You are deemed to "beneficially own" securities held in trust if any
of the following is true:
You are a trustee and either you or members of your immediate family have
a vested interest in the income or corpus of the trust;
You have a vested beneficial interest in the trust; OR
You are settlor of the trust and you have the power to revoke the trust
without obtaining the consent of all the beneficiaries.
As used in this section, the "immediate family" of a trustee means:
A son or daughter of the trustee, or a descendent of either;
A stepson or stepdaughter of the trustee;
The father or mother of the trustee, or an ancestor of either;
A stepfather or stepmother of the trustee; and
A spouse of the trustee.
For the purpose of determining whether any of the foregoing relationships
exists, a legally adopted child of a person is considered a child of
such person by blood.

However, your participation in a pension or retirement plan is
considered beneficial ownership of the portfolio securities if you can
withdraw and trade the securities without withdrawing from the plan.

5. Examples of Beneficial Ownership
Securities Held by Family Members
Example 1: Tom and Mary are married. Although Mary has an independent
source of income from a family inheritance and segregates her
funds from those of her husband, Mary contributes to the
maintenance of the family home. Tom and Mary have engaged in
joint estate planning and have the same financial adviser. Since
Tom and Mary's resources are clearly significantly directed
towards their common property, they shall be deemed to be the
beneficial owners of each other's securities.
Example 2: Mike's adult son David lives in Mike's home. David is
self-supporting and contributes to household expenses. Mike is a
beneficial owner of David's securities.
Example 3: Joe's mother Margaret lives alone and is financially
independent. Joe has power of attorney over his mother's estate,
pays all her bills and manages her investment affairs. Joe
borrows freely from Margaret without being required to pay back
funds with interest, if at all. Joe takes out personal loans from
Margaret's bank in Margaret's name, the interest from such loans
being paid from Margaret's account. Joe is a significant heir of
Margaret's estate. Joe is a beneficial owner of Margaret's
estate.
Securities Held by a Company
Example 4: ABC is a holding company with five shareholders owning
equal shares in the company. Although ABC Company does no
business on its own, it has several wholly-owned subsidiaries
which invest in securities. Stan is a shareholder of ABC Company.
Stan has a beneficial interest in the securities owned by ABC
Company's subsidiaries.
Securities Held in Trust
Example 5: John is trustee of a trust created for his two minor
children. When both of John's children reach 21, each shall
receive an equal share of the corpus of the trust. John is a
beneficial owner of the trust.
Example 6: Jane is trustee of an irrevocable trust for her daughter.
Jane is a director of the issuer of the equity securities held by
the trust. The daughter is entitled to the income of the trust
until she is 25 years old, and is then entitled to the corpus. If
the daughter dies before reaching 25, Jane is entitled to the
corpus. Jane is a beneficial owner of the trust.
Example 7: Tom's spouse is the beneficiary of an irrevocable trust
managed by a third party investment adviser. Tom is a beneficial
owner of the trust.

APPENDIX 3: CODE-EXEMPT SECURITIES

Because they do not pose a possibility for abuse, some securities are
exempt from the Advisors' Code of Ethics. The following is the current list
of "Code-Exempt Securities":

Mutual funds (open-end funds)

Bank Certificates of Deposit

U.S. government securities (such as Treasury notes, etc.)

Securities which are acquired through an employer-sponsored automatic
payroll deduction plan

securities purchased through dividend reinvestment programs

commercial paper;

bankers acceptances; AND

Futures contracts (and option contracts) on the following:

Standard & Poor's 500 Index; or

Standard & Poor's 100 Index

We may modify this list of securities at any time, please send a written request
to KCM to request the most current list.

APPENDIX 4: HOW DOES THE PRECLEARANCE PROCESS WORK?

After requesting pre-clearance from the compliance officer, your request is then
subjected to the following test.

Step 1: Blackout Test
Is the security in question on the relevant Access Person, Investment or
Portfolio Person blackout list?

If "YES", the system will send a message to you to DENY the personal trade
request.

If "NO", then your request will be approved by the compliance officer.

The preclearance process can be changed at any time to ensure that the goals of
the Advisors' Code of Ethics are advanced.

SCHEDULE A

THE FUNDS:

BUFFALO FAMILY OF FUNDS

ACKNOWLEDGMENT OF CODE OF ETHICS
I have read the Code of Ethics and agree to comply with its provisions.

Print Name

Signature Date

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1 Section 17j of the Investment Company Act of 1940 and Rule 17j-1 thereunder
as revised in 1999 and Section 204A of the Investment Advisers Act of 1940
and Rule 204-2 thereunder serve as a basis for much of what is contained in
this Code of Ethics.
2 How does KCM determine whether to approve or deny your preclearance
request? See Appendix 4 for a description of the process.
3 If you are the compliance officer, you must receive your approval from the
President.