<DOCUMENT>
<TYPE>EX-99.2R CODE ETH
<SEQUENCE>8
<FILENAME>exh-r2.txt
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                                                                   Exhibit r.2


                    DUFF & PHELPS INVESTMENT MANAGEMENT CO.

                             AMENDED AND RESTATED
                      CODE OF ETHICS (September 30, 2001)



1.   Statement of Ethical Principles

     When Adviser Access Persons covered by the terms of this Code of Ethics
     engage in personal securities transactions, they must adhere to the
     following general principles as well as to the Code's specific
     provisions:

          A.   At all times, the interests of Adviser Clients must be
          paramount;

          B.   Personal transactions must be conducted consistent with this
          Code of Ethics in a manner that avoids any actual or potential
          conflict of interest; and

          C. No inappropriate advantage should be taken of any position of
          trust and responsibility.

2.   Definitions

          A.   "Access Person" means any director, officer, general partner,
          or Advisory Person of the Adviser. The Compliance Department shall
          maintain a list of the Adviser's Access Persons.

          B.   "Adviser" means Duff & Phelps Investment Management Co.

          C.   "Advisory Person" means (i) any employee of the Adviser or of
          any company in a control relationship to the Adviser, who, in
          connection with his regular functions or duties, makes,
          participates in or obtains information regarding the purchase
          or sale of a security by the Adviser for the Client, or whose
          functions relate to the making of any recommendations with respect
          to such purchases or sales; and (ii) any natural person in a control
          relationship to the Adviser who obtains information concerning
          recommendations made to the Client with regard to the purchase or
          sale of a security. This grouping customarily includes the Portfolio
          Manager and other investment personnel comprising an investment team,
          such as an analyst or trader, who provide information and advice that
          enter into the investment decision to buy or sell a security for a
          Client.

          D.   A security is "being considered for purchase or sale" when a
          recommendation to purchase or sell a security has been made and
          communicated and, with respect to the Advisory Person making the
          recommendation, when such person seriously considers making such a
          recommendation.

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          E.  "Beneficial ownership" shall be interpreted in the same manner as
          it would be under Rule 16a-1(a)(2) under the Securities Exchange Act
          of 1934 in determining whether a person is the beneficial owner of a
          security for purposes of Section 16 of the Securities Exchange Act
          of 1934 and the rules and regulations thereunder.

          F.  Client means each and every investment company, or series
          thereof, or other account managed by the Adviser, individually and
          collectively.

          G.  "Control" shall have the same meaning as that set forth in
          Section 2(a)(9) of the Investment Company Act, as amended.

          H.  "Initial Public Offering" means a public sale of an issue not
          previously offered to the public.

          I.  "Managed Fund" shall mean those Clients, individually and
          collectively, for whom the Portfolio Manager makes buy and sell
          decisions.

          J.  "Portfolio Manager" means the person (or one of the persons)
          entrusted with the day-to-day management of the Client's portfolio.

          K.  "Private Placement" shall have the same meaning as that set forth
          in Section 4(2) of the Securities Exchange Act.

          L.  "Purchase or sale of a security" includes inter alia, the writing
          of an option or the purchase or sale of a security that is
          exchangeable for or convertible into, a security that is held or to
          be acquired for a Client.

          M.  "Security" shall have the meaning set forth in Section 2(a)(36)
          of the Investment Company Act, as amended, except that it shall not
          include securities issued by the Government of the United States,
          bankers' acceptances, bank certificates of deposit, commercial paper
          and shares of registered open-end investment companies.

3.   Exempted Transactions

     The prohibitions of Section 4 of this Code shall not apply to:

          A.  Purchases or sales effected in any account over which the Access
          Person has no direct or indirect influence or control in the
          reasonable estimation of the Compliance Officer.

          B.  Purchases or sales of securities (1) not eligible for purchase or
          sale by the Client; or (2) specified from time to time by the
          Directors, subject to such rules, if any, as the Directors shall
          specify.

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          C.  Purchases or sales which are non-volitional on the part of either
          the Access Person or the Client.

          D.  Purchases of shares necessary to establish an automatic
          dividend reinvestment plan or pursuant to an automatic dividend
          reinvestment plan, and subsequent sales of such securities.

          E.  Purchases effected upon the exercise of rights issued by an
          issuer pro rata to all holders of a class of its securities, to the
          extent such rights were acquired from such issuer, and sales of such
          rights so acquired.

          F.  Purchase or sale of securities issued under an employee stock
          purchase or incentive program unless otherwise restricted.

4.   Prohibited Activities

         A.   IPO Rule: No Access Person may purchase securities in an Initial
         Public Offering, except with the prior approval of the Compliance
         Department. This rule also applies to IPO's offered through the
         Internet.

         B.   Private Placement Rule: No Access Person may purchase securities
         in a Private Placement unless such purchase has been approved by the
         Compliance Department. Any such approved purchase should be disclosed
         to the Client if that issuer's securities are being considered for
         purchase or sale by the Client.

         C.   Preclearance Rule: No Access Person may purchase or sell a
         security unless such purchase or sale has been precleared by the
         Compliance Department. Preclearance is required prior to executing a
         trade through a personal Internet brokerage account. Preclearance is
         required for transactions in puts, calls and well-known stock indices
         (e.g. the S&P 500).  Preclearance is valid through the business day
         next following the day preclearance is given.

         Exceptions: The following securities transactions do not require
         preclearance:

               1.   Purchases or sales of up to 500 shares of securities of
                    issuers ranked in the Standard & Poor's 500 Composite
                    Stock Index (S&P 500) at the time of purchase or sale. The
                    Compliance Department maintains this list on the Intranet
                    web site and updates it after the end of each quarter.

               2.   Purchase orders sent directly to the issuer via mail
                    (other than in connection with a Private Placement) or
                    sales of such securities which are redeemed directly by
                    the issuer via mail.

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          Note: The Compliance Department may deny approval of any transaction
          requiring preclearance under this Preclearance Rule, even if
          nominally permitted under this Code of Ethics, if it is believed
          that denying preclearance is necessary for the protection of the
          Adviser. Any such denial may be appealed to the Adviser's Counsel.
          The decision of Counsel shall be final.

          D.  Open Order Rule: No Access Person may purchase or sell, directly
          or indirectly, any security in which he has, or by reason of such
          transaction acquires, any direct or indirect beneficial ownership,
          when the Client has a pending "buy" or "sell" order for that
          security of the same type (i.e. buy or sell) as the proposed
          personal trade, until the Client's order is executed or withdrawn.

          Exceptions: The following securities transactions are exempt from
          the Open Order Rule:

               1.   Purchases or sales of securities of issuers in the S&P 500
                    at the time of the transaction.

               2.   Purchases or sales approved by the Compliance Department
                    in his/her discretion.

          Any profits realized on a personal trade in violation of this
          Section 4D must be disgorged.

          E.  Blackout Rule: If a Portfolio Manager's Managed Fund holds a
          security that is the subject of a proposed personal trade by that
          Portfolio Manager, such personal trade may be permitted only as
          follows:

               1.   If the proposed personal trade is on the same side as the
                    last Managed Fund transaction in that security, the
                    personal trade cannot occur within two days of such
                    Managed Fund transaction (i.e. neither at T nor T + 1
                    calendar day).

               2.   If the proposed personal trade is on the opposite side of
                    the last Managed Fund transaction in that security, the
                    personal trade cannot occur unless (a) it is more than two
                    days after the Managed Fund transaction (i.e. T + 2
                    calendar days or later) and (b) the Preclearance Request,
                    if required for such personal transaction (i.e. it is not
                    eligible for the exception of securities listed in the S&P
                    500 to the Preclearance Rule) sets forth, to the
                    reasonable satisfaction of the Compliance Department, an
                    explanation of the reasons the Managed Fund is not
                    effecting a similar transaction.



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          Any profits realized by a Portfolio Manager on a personal trade in
          violation of this Section 4E must be disgorged.

          F.  Holding Period Rule: Access Persons must hold each Security, for
          a period of not less than sixty (60) days, whether or not the
          purchase of such Security was an exempt transaction under any other
          provision of Section 4.

          Any profits realized on trading in contravention of this policy must
          be disgorged.

          G.  No Access Person shall accept any gift or other item of more than
          $100 in value from any person or entity that does business with or
          on behalf of the Client or the Adviser.

          H.  No Advisory Person shall serve on the board of directors of a
          publicly traded company without prior authorization from Counsel or
          the Compliance Department. If board service is authorized, such
          Advisory Person shall have no role in making investment decisions
          with respect to the publicly traded company.

5.   Compliance Procedures

          A.  All Access Persons shall direct their brokers to supply, at the
          same time that they are sent to the Access Person, a copy of the
          confirmation for each personal securities trade and a copy of each
          periodic account statement to the Compliance Department.

          B.  Every Access Person shall report to the Adviser the information
          described in Section 5C of this Code with respect to transactions in
          any security in which such Access Person has, or by reason of such
          transaction acquires, any direct or indirect beneficial ownership in
          the security; provided, however, that an Access Person shall not be
          required to make a report with respect to transactions effected for
          any account over which such person does not have any direct or
          indirect influence.

          C.  Every report required pursuant to Section 5B above shall be made
          not later than 10 days after the end of the calendar quarter in
          which the transaction to which the report relates was effected, and
          shall contain the following information:


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               (i) The date of the transaction, the title and the number of
               shares, and the principal amount of each security involved;

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

               (iii) The price at which the transaction was effected;

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

               (v) The date of approval of the transaction and the person who
               approved it as required by Section 4B or C above.

          E.  Each Access Person shall submit a report listing all personal
          securities holdings to the Compliance Department upon the
          commencement of service and annually thereafter. The annual report
          shall be as of December 31 and include a certification by the Access
          Person that he or she has read and understood the Code of Ethics and
          has complied with the Code's requirements. The annual report and
          certification will be submitted to the Compliance Department by
          January 30.

          F.  Any report made under this Section 5 may contain a statement that
          the report shall not be construed as an admission by the person
          making such report that he or she has any direct or indirect
          beneficial ownership in the security to which the report relates.

          G.  The Compliance Officer shall submit an annual report to the
          Adviser's Board of Directors that summarizes the current Code of
          Ethics procedures, identifies any violations requiring significant
          remedial action, and recommends appropriate changes to the Code, if
          any.]

          H.  Any Access Person shall immediately report any potential
          violation of this Code of which he or she becomes aware to the
          Compliance Department.

6.   Sanctions

     Upon discovering a violation of this Code, the Board of Directors of the
     Adviser, in addition to any remedial action already taken by the
     respective adviser or related entity, may impose such sanctions as it
     deems appropriate, including inter alia, a letter of censure or
     suspension or termination of employment, or suspension of personal
     trading privileges for such period as it may deem appropriate.



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