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            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------



We hereby consent to the use in this Proxy Statement and Prospectus on Form N-14
of our report dated December 19, 2003, relating to the financial statements and
financial highlights of Independence Small Cap Portfolio, which is included in
such Proxy Statement and Prospectus. We also consent to the references to us
under the headings "Financial Highlights", "Experts", "Representations and
Warranties", and "Independent Registered Public Accounting Firm" in such Proxy
Statement and Prospectus.



PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
September 15, 2004