EQUINOX CAPITAL MANAGEMENT
                                 CODE OF ETHICS

All employees, Directors and Officers will be required to follow the regulations
stated below  described in this Code of Ethics,  the "Code",  as they pertain to
employee  and  employee-related  trading.  This type of trading  should  include
self-directed activity for yourself, as well as for your spouse, minor children,
or any person who lives with you,  as well as any other  account  which you have
any direct or indirect beneficial ownership:

o    All employees and related  accounts will be restricted  from trading in any
     security  traded  for  ECM  clients  for the  time  frame  detailed  below.
     Specifically,  once a stock is recommended for purchase or sale, it will be
     restricted  for the  same  type  of  trade  by ECM  employees  and  related
     accounts.  It will be  restricted  until  the  buy/sell  program  has  been
     completed for all ECM clients.  A seven-day  black-out  period  between the
     completion of the trading  program for ECM clients and the beginning of the
     employee  program will be in effect.  The same practice  applies to a stock
     that is being  reweighted in client  portfolios,  whether it is from a cash
     addition or  withdrawal.  If an employee  has  executed an order within the
     7-day  black-out  period,  in front of or behind the trade,  prior to their
     knowledge of a stock  recommendation or a client cash  addition/withdrawal,
     the  employee/related  account  execution  will stand as long as the client
     receives the better  execution price. If the  employee/related  account has
     received a better  price,  they will need to disgorge the  difference  to a
     charity.


o    All  employee/related  account trading covered by the Code must be approved
     prior to  execution.  Trades  should be written up on a  pre-printed  trade
     ticket,  and then signed off by Wendy Lee. If Wendy is not  available,  Ron
     Ulrich  should sign the  ticket.  If Ron or Wendy are not  available,  then
     Laurie Vicari should sign the ticket.  The ticket will then be approved and
     returned to you.  You will not be able to execute your trade until you have
     received an approved trade ticket.  The signed trade ticket  completed with
     execution  price  should be given back to Laurie  Vicari for  inclusion  in
     employee trading files, with a copy also given to Wendy Lee. If trades have
     been  entered  at a  limit  and are not  executed  on the day you  received
     approval, the above procedure will need to be repeated the following day if
     you wish to complete  the order.  If the  procedure is not repeated and the
     trade has not been  approved,  you should cancel the standing  order.  When
     seeking  approval for a sell order, a brokerage  statement dated at least 2
     month  ends  prior to the sale  date must be handed in at the same time for
     inclusion  with the order  memoranda.  When trading while on the road,  you
     will need to fax or email the individuals  above, in the order above,  with
     the  details  of  your  trade  prior  to  execution.  If  affecting  a sale
     transaction,  you will need to fax the  corresponding  buy info in order to
     receive  approval.  You may not execute the trade until you have heard back
     via email or fax from the  aforementioned  individuals  that your trade has
     been  approved.  You  should  then  fax or  email  Laurie  Vicari  with the
     execution  price that day. You will be responsible  for writing up a formal
     trade ticket upon your arrival back to the office to which the fax or email
     will be attached  to. You will not receive  approval  for new trades if "on
     the road" trade tickets have not been completed. Please note that again, if
     entering  a limit  order,  the same  rules as above  apply  with  regard to
     re-entering trade information if the trade is not executed the same day.


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o    ECM   Compliance   must  receive   copies  of  all   security   transaction
     confirmations  and  monthly  brokerage  statements  for  all  employee  and
     employee-related  accounts on a timely basis.  These documents will then be
     reviewed and approved by Ron Ulrich.  Mutual fund investments in Funds that
     ECM acts in a  sub-advisory  capacity for 1 will need to be  disclosed,  as
     well as ANY self-directed trading activity in ANY other type of investment,
     including  bond  activity for both  employee and related  accounts.  Annual
     brokerage  statements  must be received for accounts  that have not had any
     activity  during  the  year  and  therefore  would  not  generate   interim
     statements.  Within 10 days of  employment  inception,  each  person  shall
     provide the Compliance  Department  with a list of security  holdings as of
     the most  recent  month  end for the  accounts  that they are  required  to
     report.

o    Employees  and  related  accounts  are  prohibited  from  profiting  in the
     purchase and sale,  or sale and  purchase,  within 60 calendar  days of the
     same  securities,  options  or any other  product  defined by the Code that
     would require  authorization prior to trading. Any profits realized on such
     short-term trades will be subject to disgorgement.

o    Employees and related accounts are prohibited from participating in private
     placement deals and IPO's.

o    Employees  are  restricted  from  serving on the Board of  Directors of any
     company that is publicly traded.

o    Employees are prohibited  from accepting gifts having a monetary value over
     $25, but are allowed to accept gifts such as tickets to sporting events and
     theater events on an occasional basis, and may accept food gifts as long as
     they are shared with staff.

     Please note that in addition to filling out  quarterly  17-j-1  Forms,  you
will  also be  required  to sign a  yearly  attestation  letter  affirming  your
knowledge and compliance with the Company's Code of Ethics.

     The above regulations will be strictly enforced,  and failure to follow the
Code will result in disciplinary action.





1 Funds that Equinox acts as Sub-Adviser for are listed in attached  Appendix A.
Employee  investments  in these Funds are  subject to the terms  detailed in the
Code of Ethics.

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                                  APPENDIX "A"


As stated in the Code of Ethics for Equinox Capital Management:


          ECM  Compliance  must  receive  copies  of  all  security  transaction
          confirmations  and monthly  brokerage  statements for all employee and
          employee-related accounts on a timely basis. These documents will then
          be reviewed and  approved by Ron Ulrich.  MUTUAL FUND  INVESTMENTS  IN
          FUNDS THAT ECM ACTS IN A SUB-ADVISORY CAPACITY FOR (1) will need to be
          disclosed,  as well as ANY self-directed trading activity in ANY other
          type of  investment,  including  bond  activity for both  employee and
          related  accounts.  Annual  brokerage  statements must be received for
          accounts that have not had any activity  during the year and therefore
          would not generate  interim  statements.  Within 10 days of employment
          inception,  each person shall provide the Compliance Department with a
          list of  security  holdings  as of the most  recent  month end for the
          accounts that they are required to report.




AS OF 1/1/04 FUNDS THAT EQUINOX CAPITAL MANAGEMENT ACT AS SUB-ADVISER:

VANGUARD WINDSOR II FUND
AB FUNDS TRUST VALUE EQUITY FUND

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