<DOCUMENT>
<TYPE>EX-99.(R)(2)
<SEQUENCE>15
<FILENAME>b51783a1exv99wxryx2y.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
<PAGE>
                                                                  Exhibit (r)(2)


                                  CONFIDENTIAL

                                 CODE OF ETHICS

                       RAMPART INVESTMENT MANAGEMENT, INC.

Effective:  September 1, 2004

                                TABLE OF CONTENTS

<TABLE>
<S>                                         <C>
Governing Principles                        P  2

Policy on Personal Securities Transactions  P  5

Code of Conduct for All Employees           P 12

General Provisions                          P 14
</TABLE>

                                       1
<PAGE>

                              GOVERNING PRINCIPLES

You have the responsibility at all times to place the interests of Clients
first, to not take advantage of Client transactions, and to avoid any conflicts,
or the appearance of conflicts, with the interests of Clients. The Policy on
Personal Securities Transactions provides rules concerning your personal
transactions in Securities that you must follow in carrying out these
responsibilities. You also have a responsibility to act ethically, legally, and
in the best interests of Rampart Investment Management Co., Inc. and our Clients
at all times. The Code of Conduct sets forth rules regarding these obligations.
You are expected not only to follow the specific rules, but also the spirit of
the Code of Ethics.

                                       2
<PAGE>

                                   DEFINITIONS

      COMPANY refers to Rampart Investment Management Co., Inc. (RIMCO).

      CLIENT is any person or entity, including a Sub-advised Fund, for which
RIMCO provides investment advisory services.

      ACCESS PERSON is each of the following:

         (1)   an employee of RIMCO who, in connection with his or her regular
               functions or duties, makes, participates in, or obtains
               information regarding the purchase or sale of Securities by a
               Client, or whose functions relate to the making of any
               recommendations with respect to the purchases or sales (including
               a portfolio manager, member of the trading department, and most
               administrative personnel in the investment department);

         (2)   a natural person in a control relationship to RIMCO who obtains
               information concerning recommendations made to a Client with
               regard to the purchase or sale of Securities by the Client; and

         (3)   a director or officer of RIMCO who, in the ordinary course of
               business, makes, participates in, obtains or, in RIMCO `s
               judgment, is able to obtain information regarding, the purchase
               or sale of Securities by a Client, or whose functions or duties
               in the ordinary course of business relate to the making of any
               recommendation to a Client regarding the purchase or sale of
               Securities.

      INVESTMENT PROFESSIONAL is each of the following:

         (1)   an employee of RIMCO, who, in connection with his or her regular
               functions or duties, makes or participates in making
               recommendations regarding the purchase or sale of Securities by a
               Client.

         (2)   a natural person who controls RIMCO and who obtains information
               concerning recommendations made to a Client with regard to the
               purchase or sale of securities by the Client.

      Every Investment Professional is also an Access Person.

      IMMEDIATE FAMILY of any person includes his or her spouse, minor children,
and relatives living in his or her principal residence.

      SECURITIES means notes, stocks, treasury stocks, bonds, debentures,
evidences of indebtedness, certificates of interest or participation in any
profit sharing agreement, collateral trust certificates, pre-organization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional undivided
interests in oil, gas, or other mineral rights, puts, calls, straddles, options,

                                       3
<PAGE>

or privileges 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 puts, calls, straddles, options, or privileges entered into
on a national securities exchange relating to foreign currency, or, in general,
any interests or instruments commonly known as "securities," or any certificates
of interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, BUT DO NOT INCLUDE shares issued by open-end investment companies
registered under the Investment Company Act of 1940, direct obligations of the
government of the United States, bankers acceptances, bank certificates of
deposit, commercial paper, or high quality short-term debt instruments,
including repurchase agreements.

     INITIAL PUBLIC  OFFERING means 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.

                                       4
<PAGE>

                                    POLICY ON
                        PERSONAL SECURITIES TRANSACTIONS

A.   APPLICABILITY OF THE POLICY

      WHO IS COVERED. A part of this Policy applies to all Company employees.
Other parts apply only to Access Persons or to Investment Professionals.

      This Policy covers not only your personal Securities transactions, but
also those of your Immediate Family (your spouse, minor children, and relatives
living in your principal residence).

      WHAT ACCOUNTS ARE COVERED. This Policy applies to Securities transactions
in all accounts in which you or members of your Immediate Family have a direct
or indirect beneficial interest, unless the Chief Compliance Officer determines
that you or they have no direct or indirect influence or control over the
account. Normally, an account is covered by this Policy if it is (a) in your
name, (b) in the name of a member of your Immediate Family, (c) of a partnership
in which you or a member of your Immediate Family are a partner with direct or
indirect investment discretion, (d) of a trust of which you or a member of your
Immediate Family are a beneficiary and a trustee with direct or indirect
investment discretion, and (e) of a closely held corporation in which you or a
member of your Immediate Family hold shares and have direct or indirect
investment discretion.

B.   RULES APPLICABLE TO ALL EMPLOYEES

      REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest. See "Applicability of the Policy," above. The
procedure for obtaining pre-clearance is explained in Procedures for Policy on
Personal Securities Transactions ("Procedures").

      1. PRE-CLEARANCE: EXCHANGED-LISTED, CLOSED-END FUNDS. You must pre-clear
all purchases and sales of shares of exchange-listed, closed-end Funds.

      2. REPORTING REQUIREMENTS. You must ensure that the broker-dealer you use
sends to the Chief Compliance Officer (CCO) copies of confirmations of all
purchases and sales of exchange-listed, closed-end Funds that you were required
to pre-clear. If you are an Access Person required to file reports of personal
Securities transactions, these purchases and sales must be included.

                                       5
<PAGE>

      3. PROHIBITED TRANSACTIONS: You are prohibited from purchasing or selling
any security, either personally or for any Client, while you are in the
possession of material, non-public information concerning the Security or its
issuer.

C.   RULES APPLICABLE TO ACCESS PERSONS

      If you are an Access Person, you are subject to the following rules, in
addition to the "Rules Applicable to All Employees".

      REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest, and over which you or they exercise direct or
indirect influence or control. See "Applicability of the Policy".

      PRE-CLEARANCE: ALL SECURITIES. You must pre-clear all purchases and sales
of Securities, except that you do NOT have to pre-clear: ---

         1.    a purchase of investment grade, non-convertible debt Securities,
               if the value of such purchase, together with the value all of
               your purchases of investment grade, non-convertible debt
               Securities of the same issuer in the previous six (6) days, would
               not exceed $25,000;

         2.    a sale of investment grade, non-convertible debt Securities, if
               the value of such sale, together with the value all of your sales
               of investment grade, non-convertible debt Securities of the same
               issuer in the previous six (6) days, would not exceed $25,000;

         3.    a BONA FIDE gift of Securities that you make or receive;

         4.    an automatic, non-voluntary transaction, such as a stock
               dividend, stock split, spin-off, and automatic dividend
               reinvestment; or

         5.    a transaction pursuant to a tender offer that is applicable PRO
               RATA to all stockholders.

      The exemptions from pre-clearance above do not apply to trading in any
Security that is placed on a restricted list (for example, because the Company
is in the possession of material inside information about the issuer). Further,
the Chief Compliance Officer (CCO) may suspend your use of the exemptions from
pre-clearance if he or she concludes that you have engaged in excessive personal
trading or that pre-clearance by you is otherwise warranted.

      You will not receive pre-clearance of a transaction for any Security on a
day during which there is a pending buy or sell order for that same Security for
a Client, or when other circumstances warrant prohibiting a transaction in a
particular Security. Remember that the term "Security" is broadly defined. For

                                       6
<PAGE>

example, an option on a Security is itself a Security, and the purchase, sale
and exercise of the option is subject to pre-clearance. A pre-clearance approval
normally is valid only during the day on which it is given.

      PROHIBITED AND RESTRICTED TRANSACTIONS. The following transactions are
either prohibited without prior approval, or are discouraged, as indicated.

      a. INITIAL PUBLIC OFFERINGS. You may not purchase or otherwise acquire any
Security in an Initial Public Offering. You may apply to the Chief Compliance
Officer (CCO) for prior written approval to purchase or acquire a Security in an
Initial Public Offering, but approval will be granted only in rare cases that
involve extraordinary circumstances. Accordingly, the Company discourages such
applications. You might be given approval to purchase a Security in an Initial
Public Offering, for example, pursuant to the exercise of rights you have as an
existing bank depositor or insurance policyholder to acquire the Security in
connection with the bank's conversion from mutual or cooperative form to stock
form, or the insurance company's conversion from mutual to stock form. The
Company must maintain a record of any approval to acquire a Security in an
Initial Public Offering, with the reasons supporting the approval, for at least
five years after the end of the fiscal year in which the approval is granted.

      b. LIMITED OFFERINGS. You may not purchase or otherwise acquire any
Security in a Limited Offering, except with the prior approval from the Chief
Compliance Officer. A Limited Offering, as defined, includes virtually any
Security that is not a publicly traded/listed Security. Such approval will only
be granted where you establish that there is no conflict or appearance of
conflict with any Client or other possible impropriety (such as where the
Security in the Limited Offering is appropriate for purchase by a Client, or
when your participation in the Limited Offering is suggested by a person who has
a business relationship with any Company or expects to establish such a
relationship). Examples where approval might be granted, subject to the
particular facts and circumstances, are a personal investment in a private fund
or limited partnership in which you would have no involvement in making
recommendations or decisions, or your investment in a closely held corporation
or partnership started by a family member or friend. The Company must maintain a
record of any approval to acquire a Security in a Limited Offering, with the
reasons supporting the approval, for at least five years after the end of the
fiscal year in which the approval is granted.

      c. SHORT SALES. You may not sell short any Security, except that you may
(i) sell short a Security if you own at least the same amount of the Security
you sell short (selling short "against the box") and (ii) sell short U.S.
Treasury futures and stock index futures based on the S&P 500 or other broad
based stock indexes.

      d. NAKED OPTIONS. You may not engage in option transactions with respect
to any Security, except that you may purchase a put option or sell a call option
on Securities that you own.

                                       7
<PAGE>

      e. SHORT-TERM TRADING. You are strongly discouraged from engaging in
excessive short-term trading of Securities. The purchase and sale, or sale and
purchase, of the same or equivalent Securities within sixty (60) days are
generally regarded as short-term trading.

      INVESTMENT CLUBS. You may not be a member of an investment club that
trades in and owns Securities in which members have an interest. Such an
investment club is regarded by this Policy as your personal account, and it is
usually impracticable for you to comply with the rules of this Policy, such as
pre-clearance of transactions, with respect to that investment club. If you are
a member of an investment club on September 1, 2004 you may either (i) resign
from the club by January 31, 2005, and until then you may not influence or
control the investment decisions of the club, or (ii) you may continue as a
member, but only if the club is regarded as your personal account and you (and
the club) meet all of the requirements of this Policy with respect to EVERY
Securities transaction by the club, including pre-clearance, prohibited and
restricted transaction, and reporting requirements.

      REPORTING REQUIREMENTS. You are required to provide the following reports
of your Security holdings and transactions to the Chief Compliance Officer.
REMEMBER THAT YOUR REPORTS ALSO RELATE TO MEMBERS OF YOUR IMMEDIATE FAMILY AND
THE ACCOUNTS REFERRED TO "APPLICABILITY OF THE POLICY". Securities include not
only publicly traded stocks and bonds, including shares of closed-end funds
(including interval funds), but also stock in closely held corporations,
partnership interests, and derivatives. Securities do NOT include shares issued
by open-end investment companies registered under the Investment Company Act of
1940, direct obligations of the government of the United States, bankers
acceptances, bank certificates of deposit, commercial paper, or high quality
short-term debt instruments, including repurchase agreements.

      QUARTERLY TRANSACTION REPORT. Within ten (10) days after the end of each
calendar quarter, you must submit to the Chief Compliance Officer a report of
your transactions in Securities during that quarter, including the date of the
transaction, the title, the interest rate and maturity date (if applicable), and
the number of shares and principal amount of each Security in the transaction,
the nature of the transaction (whether a purchase, sale, or other type of
acquisition or disposition, including a gift), the price of the Security at
which the transaction was effected, and the name of the broker, dealer or bank
with or through the transaction was effected. If you established an account with
a broker, dealer or bank in which any Security was held during that quarter, you
must also state the name of the broker, dealer or bank and the date you
established the account.

      You do not have to submit a quarterly transaction report if copies of all
of your transaction confirmations and account statements are provided to the
Chief Compliance Officer for that quarter.

      INITIAL REPORT OF HOLDINGS. Within ten (10) days after you become an
Access Person, you must submit to the Chief Compliance Officer a report of your
holdings of Securities, including the title, number of shares and principal
amount of each Security held at the time you became an Access Person. Your

                                       8
<PAGE>

report must also include the name of any broker, dealer or bank with whom you
maintain an account for trading or holding any type of securities, whether
stocks, bonds, mutual funds, or other types.

      ANNUAL REPORT OF HOLDINGS. After January 1 and before January 20 of each
year, you must submit to the Chief Compliance Officer a report of your holdings
of Securities, current within thirty (30) days before the report is submitted,
including the title, number of shares and principal amount of each Security.
Your report must include the name of any broker, dealer or bank with whom you
maintain an account for trading or holding any type of securities, whether
stocks, bonds, mutual funds, or other types.

      CONFIRMATIONS OF TRANSACTIONS AND ACCOUNT STATEMENTS. You must ensure that
each broker, dealer or bank with which you maintain an account send to the Chief
Compliance Officer, as soon as practicable, copies of all confirmations of your
Securities transactions and of all monthly, quarterly and annual account
statements.

      If you certify to the Chief Compliance Officer that he/she has received
all of your confirmations and account statements by the date your quarterly
transaction report is due, and if those confirmations and statements contain all
of the information required in your quarterly transaction report, you do not
have to submit that report.

D.   ADDITIONAL RULES APPLICABLE TO INVESTMENT PROFESSIONALS

      If you are an Investment Professional, you are subject to the following
rules, in addition to the "Rules Applicable to Access Persons" section. Before
engaging in any personal Securities transactions, please review those rules,
which include pre-clearance and reporting requirements, as well as restricted
transactions.

      The following rules relate to the requirement that transactions for
Clients whose portfolios you manage, or for whom you make recommendations, take
precedence over your personal Securities transactions, and therefore Clients
must be given the opportunity to trade before you do so for yourself. In
addition, it is imperative to avoid conflicts, or the appearance of conflicts,
with Clients' interests. While the following Securities transactions are subject
to pre-clearance procedures, you are responsible for avoiding all prohibited
transactions, and you may not rely upon the pre-clearance procedures to prevent
you from violating these rules.

      REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest, and over which you or they exercise direct or
indirect influence or control.

      1. PROHIBITED TRANSACTIONS: ALL INVESTMENT PROFESSIONALS. You may not
cause or recommend a Client to take action for your personal benefit. Thus, for
example, you may not trade in or recommend a security for a Client in order to
support or enhance the price of a Security in your personal account, or "front
run" a Client.

                                       9
<PAGE>

      2. PROHIBITED TRANSACTIONS: PORTFOLIO MANAGERS.

      a. PERSONAL TRADES IN SAME DIRECTION AS CLIENT. If you are a portfolio
manager, you may not purchase any Security for your personal account until one
day after you have purchased that Security for Client portfolios that you
manage. You may not sell any Security for your personal account until one day
after you have sold that Security for Client portfolios that you manage.

      b. PERSONAL TRADES IN OPPOSITE DIRECTION AS CLIENT: SEVEN-DAY BLACKOUT. If
you are a portfolio manager, you may not sell any Security for your personal
account until the eighth (8th) day after you have purchased that Security for
Client portfolios that you manage. You may not purchase any Security for your
personal account until the eighth (8th) day after you have sold that Security
for Client portfolios that you manage.

      c. TRADING BEFORE A CLIENT. If you are a portfolio manager, before you
place an order to purchase a Security for a Client, you must disclose to the
Chief Compliance Officer if you have purchased that Security for your personal
account within the preceding seven (7) days. Depending upon the circumstances,
there may be no impact on your prior purchase, or you may be required to sell
that Security before it is purchased for the Client, or you may have to pay to
the Client's account the difference between your and the Client's purchase price
for the Security, if your price was lower. Before you place an order to sell a
Security for a Client, you must disclose to the Chief Compliance Officer if you
have sold that Security for your personal account within the preceding seven (7)
days. Depending upon the circumstances, you may or may not be required to pay to
the Client's account the difference between your and the Client's sales price
for the Security, if your price was higher.

  Because your responsibility is to put your Client's interests ahead of your
own, you may not delay taking appropriate action for a Client in order to avoid
            potential adverse consequences in your personal account.

                                       10
<PAGE>

                       RULES OF CONDUCT FOR ALL EMPLOYEES

These Rules apply to every employee of a Company.

      1. LAWS AND REGULATIONS. You are expected to comply with all applicable
laws and regulations, including the Code of Ethics and policies of each Company
that employs you. These include, without limitation, tax and securities laws.

      2. CONFLICTS OF INTEREST. You are expected to avoid conduct that is
contrary to the interests of the Company and any Client, or that gives the
appearance of such a conflict of interest.

      3. GIFTS, ETC. You must not seek or accept any gift, favor, preferential
treatment, or special arrangement of Material Value from any provider or
prospective provider of goods or services to a Company or a Client. You must
report any such receipt or offer of an item prohibited by this rule to the Chief
Compliance Officer. "Material Value" does not include occasional meals or social
gatherings for business purposes; occasional tickets for theater, musical,
sporting or other entertainment events conducted for business purposes; or
occasional small gifts or mementos with a value of under $100. "Material Value"
includes such items as tickets for theater, musical, sporting or other
entertainment events on a recurring basis; costs of transportation and/or
lodging to locations outside of Boston, unless approved in advance by a member
of the RIMCO Executive Committee as having a legitimate business purpose;
personal loans on terms more favorable than generally available for comparable
credit standing and collateral; or preferential brokerage or underwriting
commissions or spreads or allocations of shares or interests in an investment.
If you are offered anything, to be on the safe side, check with the Chief
Compliance Officer.

      If you are an employee of RSI, you are also subject to the rules of the
National Association of Securities Dealers, Inc. Please check with the Chief
Compliance Officer of RSI if you have any questions about those rules.

      4. POLITICAL CONTRIBUTIONS. You may not use Company funds to make a
contribution to any political party or candidate, whether directly or by
reimbursement to the individual making the contribution.

      5. IMPROPER PAYMENTS. You may not pay, offer, or commit to pay any amount
that might be or appear to be a bribe or kickback in connection with the
Company's business.

      6. CONFIDENTIAL INFORMATION. You may not disclose to anyone, whether
inside or outside the Company, any Company trade secrets or proprietary or
confidential information unless you have been authorized to do so. You must keep

                                       11
<PAGE>

confidential, and not discuss with anyone other than Access Persons with a valid
business purpose, information regarding Client investment portfolios, actual or
proposed securities trading activities of any Client, or investment research
developed in the Company. You should take appropriate steps, when communicating
the foregoing information internally, to maintain confidentiality, for example,
by using sealed envelopes, limiting computer access, and speaking in private.

      7. OUTSIDE DIRECTORSHIPS, ETC. You may not serve as a director, officer,
employee, trustee, or general partner of any corporation or other entity,
whether or not you are paid, without the prior written approval of the President
of RIMCO, except that you may serve any charitable or non-profit organization
without such approval.

                                       12
<PAGE>

                               GENERAL PROVISIONS

      1. MAINTENANCE OF LIST OF ACCESS PERSONS AND INVESTMENT PROFESSIONALS:
NOTIFICATION. The Chief Compliance Officer shall maintain a list of all Access
Persons and Investment Professionals, shall notify each of his or her status,
and shall ensure that each has received a copy of the Code of Ethics.

      2. REVIEW OF SECURITIES REPORTS. The Chief Compliance Officer shall ensure
that all Initial and Annual Reports of Securities Holdings and Quarterly
Transaction Reports, together with all Securities Transaction Confirmations and
Account Statements received by the Chief Compliance Officer, will be reviewed in
accordance with the attached Procedures.

      3. ANNUAL CERTIFICATION BY EMPLOYEES. Each employee of a Company must
certify annually that he or she has read and understood the Code of Ethics and
has complied and will comply with its provisions.

      4. RECORDKEEPING REQUIREMENTS. Each Company shall maintain the following
records at its principal place of business and make these records available to
the Securities and Exchange Commission ("Commission") or any representative of
the Commission at any time and from time to time for reasonable periodic,
special or other examination:

         (1)   copies of the Code of Ethics currently in effect and in effect at
               any time within the past five years, to be maintained in an
               easily accessible place;

         (2)   a record of any violation of the Code of Ethics and of any action
               taken as a result of the violation, to be maintained in an easily
               accessible place for at least five years after the end of the
               fiscal year in which the violation occurred;

         (3)   copies of each report, including transaction confirmations and
               other information to be maintained for at least five years after
               the end of the fiscal year in which the report is made or
               information provided, the first two years in an easily accessible
               place;

         (4)   a record of all persons, currently or within the past five years,
               who are or were required to make reports and who are or were
               responsible for reviewing such reports, to be maintained in an
               easily accessible place.

      5. CONFIDENTIALITY. All reports and other documents and information
supplied by any employee of a Company or Access Person in accordance with the
requirements of this Code of Ethics shall be treated as confidential, but are
subject to review as provided herein and in the Procedures, by senior management
of RIMCO, by representatives of the Commission, or otherwise as required by law,
regulation, or court order.

      6. INTERPRETATIONS. If you have any questions regarding the meaning or
interpretation of the provisions of this Code of Ethics, please consult with the
Chief Compliance Officer.

                                       13
<PAGE>

      7. VIOLATIONS AND SANCTIONS. Any employee of a Company who violates any
provision of this Code of Ethics shall be subject to sanction, including but not
limited to censure, a ban on personal Securities trading, disgorgement of any
profit or taking of any loss, fines, and suspension or termination of
employment. Each sanction shall be recommended by the Chief Compliance Officer
and approved by the Executive Committee of RIMCO.

     In adopting and approving this Code of Ethics,  the Company does not intend
that a violation of this Code of Ethics  necessarily  is or should be considered
to be a violation of Rule 17j-1 under the Investment Company Act of 1940.

                                       END

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