<DOCUMENT>
<TYPE>EX-99.R
<SEQUENCE>5
<FILENAME>dex99r.txt
<DESCRIPTION>CODE OF ETHICS OF NUVEEN ADVISORY CORP.
<TEXT>
<PAGE>


                              NUVEEN MUTUAL FUNDS
                         NUVEEN EXCHANGE-TRADED FUNDS
                           NUVEEN DEFINED PORTFOLIOS
                             NUVEEN ADVISORY CORP.
                      NUVEEN INSTITUTIONAL ADVISORY CORP.
                         NUVEEN ASSET MANAGEMENT INC.
                   NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.
                              NUVEEN INVESTMENTS

                        ______________________________

                                 CODE OF ETHICS
                                      AND
                             REPORTING REQUIREMENTS

                        ______________________________


LEGAL BACKGROUND
----------------

     In accordance with the rules and requirements of the Investment Company Act
     of 1940 and the Investment Advisers Act of 1940, Nuveen Investments, and
     each of its affiliated companies, has adopted this Code of Ethics and
     Reporting Requirements (the "Code") to guard against violations of the
     standards set forth in the above rules.  In addition, the Code establishes
     guidelines for the conduct of persons who:

     (1)  may obtain material non-public information concerning securities held
          by or considered for purchase or sale by any series of Nuveen-
          sponsored registered managed funds (open-end and closed-end funds),
          Nuveen defined portfolios (unit investment trusts) and any managed
          accounts to which Nuveen Advisory Corp., Nuveen Asset Management Inc.,
          Nuveen Institutional Advisory Corp., Nuveen Senior Loan Asset
          Management Inc. or Rittenhouse Financial Services, Inc. act as
          investment advisers; or

     (2)  may make any recommendation or participate in the determination of
          which recommendation shall be made concerning the purchase or sale of
          any securities by a Nuveen managed fund, defined portfolio or managed
          account. Persons subject to this Code are also subject to Nuveen's
          Policies and Procedures Designed to Prevent Insider Trading.

I.   PURPOSE OF THE CODE
     -------------------

     A.   The Code establishes guidelines for Nuveen employees, officers,
     directors and members of their immediate families in the conduct of their
     personal investments and is designed to:

                                       1

<PAGE>

     .   forbid transactions that the Securities and Exchange Commission or
         other regulatory bodies would view as illegal, such as front-running;

     .   avoid situations where Nuveen employees, officers, directors or members
         of their immediate family, and any Nuveen managed fund, defined
         portfolio or managed account, had personally benefited, or appeared to
         benefit, at the expense of a managed fund, defined portfolio or managed
         account shareholder or client, or taken inappropriate advantage of
         their fiduciary positions; and

     .   prevent, as well as detect, the misuse of material, non-public
         information.

     B.  Employees, officers and directors should be aware that Nuveen's
     reputation could be adversely affected as the result of even a single
     transaction considered questionable in light of the fiduciary duties we owe
     to Nuveen's managed funds, defined portfolios and managed accounts.  It
     bears emphasis that technical compliance with the Code's procedures will
     not automatically insulate from scrutiny transactions which show a pattern
     of abuse of the individual's fiduciary duties to a managed fund, defined
     portfolio or managed account.  In addition, a violation of the general
     principles of the Code may subject an individual to sanctions.


II.  Definitions

     A.  "Access Person" - You are an Access Person if your job normally
         ---------------
         involves any of the following:
     .   The purchase or sale of "Covered Securities" (as defined below) for
         Nuveen managed funds, defined portfolios or managed accounts.
     .   In connection with your regular functions or duties, you make,
         participate in, or obtain information regarding the purchase or sale of
         Covered Securities by a managed fund, defined portfolio or managed
         account, or your functions relate to the making of any recommendations
         with respect to the purchases or sale of such Covered Securities.
     .   You have access to information regarding the purchase or sale of
         Covered Securities for managed funds, defined portfolios or managed
         accounts.

     In addition, you are an Access Person if you are any of the following:
     .   A president, vice president or director of Nuveen Advisory Corp.,
         Nuveen Institutional Advisory Corp., Nuveen Asset Management or Nuveen
         Senior Loan Asset Management Inc.
     .  "Investment Personnel" or a "Portfolio Manager" as defined below.

(NOTE:  A list of persons deemed to be Access Persons of the various entities
subject to this Code is attached as Exhibit A)

                                       2

<PAGE>

      B.  "Investment Personnel" - Investment Personnel are portfolio managers,
          ----------------------
          financial analysts, investment analysts, traders and other
          employees of Nuveen Advisory Corp., Nuveen Institutional Advisory
          Corp., Nuveen Asset Management Inc., Nuveen Senior Loan Asset
          Management Inc. or Nuveen Investments who provide information or
          advice to a portfolio management team or who execute or help execute
          the portfolio management team's decisions. Investment Personnel are
          also deemed Access Persons by definition.

      C.  "Portfolio Manager" - Portfolio Managers are those employees of Nuveen
          -------------------
          Advisory Corp., Nuveen Institutional Advisory Corp., Nuveen Asset
          Management Inc., Nuveen Senior Loan Asset Management Inc. or Nuveen
          Investments entrusted with direct responsibility and authority to make
          investment decisions affecting a managed fund, defined portfolio or
          managed account. Portfolio Managers are also deemed Investment
          Personnel and Access Persons by definition.

      D.  "Interested Director" - An Interested Director of a fund is a director
          ---------------------
          who has a material business relationship or professional relationship
          with a managed fund, investment adviser or underwriter of the fund.
          Generally, Interested Directors are those that are employed by any one
          of the above entities. (See Investment Company Act, Section 2(a)(19).)

      E.  "Covered Security" - A Covered Security is any stock, bond, debenture,
          ------------------
          evidence of indebtedness or in general any other instrument defined as
          a security in Section 2(a)(36) of the Investment Company Act of 1940
          except that it does not include:
          --------------------------------

               1)   Direct obligation of the Government of the United States or
                    of agencies of the U.S. Government that are backed by the
                    full faith and credit of the U.S. Government;
               2)   Bankers' acceptances, bank certificates of deposit,
                    commercial paper and high quality short-term debt
                    instruments, including repurchase agreements; and
               3)   Shares issued by open-end investment companies.

      F.  "Purchase or Sale" - includes any transaction in which a beneficial
          ------------------
          interest in a security is acquired or disposed of, including, but not
          limited to, the writing of an option to purchase or sell a security.

      G.  "Beneficial Ownership"
          ----------------------

          1) Generally: Beneficial Owner means any person who, directly or
             ----------
          indirectly, through any contract, arrangement, understanding,
          relationship or otherwise has or shares a direct or indirect pecuniary
          interest in a security. The term

                                       3

<PAGE>

          pecuniary interest means the opportunity, directly or indirectly, to
          profit or share in any profit derived from a transaction in the
          subject securities. (Rule 16a-1(a)(2) under the Securities Exchange
          Act of 1934)

          The pecuniary interest standard looks beyond the record owner of
          securities. As a result, the definition of Beneficial Ownership is
          extremely broad and encompasses many situations that might not
          ordinarily be thought to confer a "pecuniary interest" in, or
          "ownership" of securities.

          2) Family Holdings:  As a general rule, you are regarded as the
             ----------------
          Beneficial Owner of securities not only in your name but held in the
          name of members of your Immediate Family.

             Immediate Family includes:
             ----------------

             .  your spouse or domestic partner;
             .  your child or other relative who shares your home or, although
                not living in your home, is economically dependent upon you; or
             .  any other person if you obtain from such securities benefits
                substantially similar to those of ownership.


          3) Partnership and Corporate Holdings: A general partner of a general
             -----------------------------------
          or limited partnership will generally be deemed to Beneficially Own
          securities held by the partnership, so long as the partner has direct
          or indirect influence or control over the management and affairs of
          the partnership. A limited partner will generally not be deemed to
          Beneficially Own securities held by a limited partnership, provided he
          or she does not own a controlling voting interest in the partnership.
          If a corporation is your "alter ego" or "personal holding company",
          the corporation's holdings of securities will be attributable to you.

          4) Investment Clubs: You are deemed to Beneficially Own securities
             -----------------
          held by an investment club of which you or a member of your Immediate
          Family (as defined above) is a member.

          5) Trusts: 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
          (as defined above) have a monetary interest in the trust, whether as
          to principal or income;
          - 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. See Rule
          16a-1(a)(2) under the Securities Exchange Act of 1934)

                                       4

<PAGE>

         Securities Deemed not to be "Beneficially Owned"
         ------------------------------------------------

         Beneficial Ownership does not include:

         -  securities held in the portfolio of a registered investment company
            solely by reason of an individual's ownership of shares or units of
            such registered investment company;
         -  securities purchased via an automatic dividend reinvestment plan;
         -  securities purchased via a rights of accumulation plan;
         -  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.

     H.  "Security Held or to be Acquired" by a managed fund, defined portfolio
         ---------------------------------
         or managed account means:

         1. Any Covered Security which, within the most recent 15 days:
                 a)   is or has been held by the managed fund, defined portfolio
                      or managed account; or
                 b)   is being or has been considered by the managed fund,
                      defined portfolio or managed account; and

         2. Any option to purchase or sell, and any security convertible into or
            exchangeable for, a Covered Security.


III. Exempted Transactions (applicable to all employees)
     ---------------------

     The trading prohibitions or restrictions listed in Section IV below of this
     Code shall not apply to the following transactions:

     A.  Nuveen open-end fund purchases or redemptions.

     B.  Purchases or redemptions of shares of investment companies from
         sponsors other than Nuveen.

     C.  Purchases or sales of direct obligations of the U.S. Government or
         Government agencies; bankers' acceptances, bank certificates of
         deposit, commercial paper and high quality short-term debt instruments,
         including repurchase agreements.

     D.  Purchases or sales effected in any account over which the party has no
         direct or indirect influence or control (e.g., assignment of management
                                                  ----
         discretion in writing to another party). Employees will be assumed to
         have influence or

                                       5

<PAGE>

         control over transactions in managed accounts they Beneficially Own
         unless they have certified otherwise in their Initial Holdings,
         Quarterly Transaction and Annual Holdings Reports.

     E.  Purchases or sales that are non-volitional on the part of either the
         individual involved or a managed fund or managed account client, for
         example, securities obtained through inheritance or gift.

     F.  Purchases which are part of an automatic dividend reinvestment plan or
         similar automatic periodic investment process or when issued pro rata
         to all holders of a class of securities, such as stock splits, stock
         dividends or the exercise of rights, warrants or tender offers.
         However, these transactions should be reported by Access Persons in
         their Quarterly Transaction and Annual Holdings reports once
         acknowledgement of the transaction is received.

     G.  Purchases or sales of equity securities issued by companies with an
         equity market capitalization of at least $1 billion, unless such
         securities appear on an applicable blackout list (Rittenhouse, Nuveen
         Senior Loan Asset Management, Defined Portfolios). However, these
         transactions should be reported by Access Persons in their Quarterly
         Transaction and Annual Holdings reports once acknowledgement of the
         transaction is received. Transactions in securities of The John Nuveen
         Company are NOT exempted transactions under this section.

     NOTE:  The fiduciary principles set forth in Section I apply to all of the
     above-described transactions.


IV.  Prohibited or Restricted Purchases and Sales

     A.  All Nuveen Employees
         ---------------------

         1. Prohibition of purchases of IPOs. No employee may purchase any
         securities in an initial public offering (IPO) other than an offering
         of municipal securities or U.S. Government securities.

         2. Pre-clearance of certain transactions. Unless previously pre-cleared
         in the manner described in Section VI below, no employee may purchase
         or sell the following securities for his or her own account or for any
         account in which he or she has any Beneficial Ownership:

            (a)  securities offered in a private placement; or
            (b)  securities of The John Nuveen Company.

                                       6

<PAGE>

     B.   Access Persons (including Portfolio Managers and Investment Personnel)
          ----------------------------------------------------------------------

          In addition to the requirements set out in paragraph A above, Access
          Persons of the types specified in each paragraph are subject to the
          following additional requirements:

          1.   No Trades When A Managed Fund or Managed Account has Pending
               "Buy" or "Sell" Order.

               No Portfolio Manager or Investment Personnel shall execute a
               securities transaction on a day during which a managed fund or
               managed account of a type identified on Exhibit A has a pending
               "buy" or "sell" order in that same security until that order is
               executed or withdrawn. No other Access Person shall execute a
               securities transaction on a day during which a managed fund or
               managed account has a pending "buy" or "sell" order in that same
               security until that order is executed or withdrawn, if that
               person knows, or reasonably should have known, an order is
               pending. The preceding two sentences do not apply to securities
               transactions involving a security held by a managed fund or
               managed account and invested and managed under a sub-advisory
               agreement unless the person has actual knowledge that the fund or
               account has a pending "buy" or "sell" order involving such
               security.

          2.   No Trades within Seven Days of Managed Fund or Managed Account
               Trades.

               No Portfolio Manager or Investment Personnel of a managed fund or
               managed account may purchase or sell any security within seven
               calendar days before or after the managed fund or managed account
               of a type identified on Exhibit A for that individual trades or
               considers to purchase or sell such security.  This prohibition
               does not apply to securities that are invested or managed under a
               sub-advisory agreement unless the person has actual knowledge
               that the fund or account has traded or is considering a trade
               involving such security.

          3.   No Trades in Securities on the Defined Portfolio Blackout List.

               No Access Person for Defined Portfolios shall execute a
               securities transaction in any security contained on the blackout
               list for Defined Portfolios in effect from time to time.  The
               blackout list for a portfolio will be issued approximately two
               weeks prior to the deposit date (or such later time the portfolio
               is set) and will remain in effect until seven days following the
               deposit date.  A second

                                       7

<PAGE>

               blackout list will be issued approximately two weeks prior to the
               termination date for a portfolio and will remain in effect until
               the close of business on the termination date.

          4.   Pre-clearance of Trades in Securities Identified as Eligible for
               Purchase.

               Portfolio Managers and Investment Personnel of Nuveen managed
               funds and managed accounts must pre-clear, prior to purchase or
               sale, fixed-income and equity securities identified as eligible
               for purchase or sale for a fund or product for which they
               individually have some significant responsibility.

          5.   Profits on Purchases and Sales within 60 Days.

               Portfolio Managers and Investment Personnel may not profit as a
               result of a purchase and sale, or sale and purchase, within a
               period of 60 calendar days, of the same (or equivalent) security,
               if such security is held by a managed fund or managed account for
               which they individually have some significant responsibility.


     C.   Section 16 Persons of Nuveen Exchange-Traded Funds

          Those persons who, by reason of their position with a Nuveen-sponsored
          exchange-traded fund are subject to the provisions of Section 16 of
          the Securities Exchange Act of 1934, must pre-clear all trades in any
          exchange-traded fund for which they serve as a Section 16 officer or
          director.

     D.   Nuveen Senior Loan Asset Management Exchange-Traded Funds

          Access persons of Nuveen Senior Loan Asset Management must pre-clear
          all trades in exchange-traded funds which are managed by Nuveen Senior
          Loan Asset Management.

     E.   Non-Interested Fund Directors

          Non-interested directors (as defined in the Investment Company Act of
          1940) of the Funds are:
          .  permitted to purchase or sell securities in IPOs and private
             ---------
             placements;

          .  prohibited from purchasing securities of The John Nuveen Company or
             ----------
             its parent, The St. Paul Companies; and

                                       8

<PAGE>

          .    subject to the pre-clearance requirements of Section VI below
               -----------------------------------------
               regarding purchases or sales of 1) equity securities with public
               equity market capitalization less than $1 billion, if such
               director has actual knowledge that such securities are being
               considered for purchase or sale by a Fund; and 2) shares of a
               Nuveen-sponsored exchange-traded fund for which they serve as a
               director or trustee.



V.   Additional Prohibited Activities
     --------------------------------

     A.   Acceptance of Gifts:
          -------------------

          Nuveen employees should not accept any gift from any person or entity
          that does business with or on behalf of a managed fund, defined
          portfolio or managed account.  For purposes of this prohibition,
          "gift" has the same meaning as that expressed in Rule 2830 of the
          National Association of Securities Dealers Conduct Rules.  Therefore,
          a gift may not have a market value of more than $100.  Employees are
          not prohibited from accepting non-cash compensation in the way of
          entertainment, including meals and tickets to cultural and sporting
          events within certain limits.  Please refer to Nuveen's policies and
          procedures located on the Legal/Compliance website for more
          information concerning the receipt of cash and non-cash compensation.

     B.   Service as Directors:
          --------------------

          Access Persons are prohibited from serving on boards of directors of
          publicly traded companies absent prior authorization from an attorney
          in the Legal Department based upon a determination that the board
          service would be consistent with the interests of defined portfolios,
          managed funds or managed accounts. Access Persons who receive
          authorization to serve as board members must be isolated through
          "Chinese Wall" procedures from those investment personnel making
          investment decisions regarding securities issued by the entity
          involved.


VI.  Pre-Clearance of Securities Transactions
     ----------------------------------------

     A. In General:
        -----------

          As noted in Section IV above, certain securities transactions require
          pre-clearance prior to purchase or sale, or prior to the placement or
          rescission of a self-executing order. The affected individual may
          obtain pre-clearance from the paralegal responsible for reviewing
          personal securities trading (currently, Ginny Johnson) or an attorney
          in the Legal Department.  The

                                       9

<PAGE>

          request for pre-clearance may be made orally or in writing. Requests
          for pre-clearance must include the following information:

          .  issue name;
          .  ticker symbol or CUSIP number;
          .  type of security (bond, stock, note, etc.);
          .  maximum expected dollar amount of proposed transaction;
          .  nature of the transaction (purchase, sale or self-executing order)

       The paralegal or attorney reviewing the transaction will make note of the
       outcome in a written or electronic report. If authorization is granted,
       Legal will provide the individual with a written record in the form
       attached as Exhibit B. The affected individual will have three business
       days to execute an approved transaction at market, or to place or cancel
       a self-executing order. Failure to execute the approved transaction
       within three business days will require the person to re-submit their
       pre-clearance request as described above. The automatic execution of an
       order does not require additional pre-clearance.

   B.  Private Placements:
       ------------------

       Requests from employees for approval to purchase securities offered in a
       private placement must be submitted in writing to an attorney in the
       Legal Department prior to placing an order to purchase the securities.
       Unless specifically exempt under section III above, no such transaction
       may be effected without prior clearance. The attorney reviewing the
       transaction will take into account, among other factors, whether the
       investment opportunity should be reserved for a defined portfolio,
       managed fund or managed account and whether the opportunity is being
       offered to an individual by virtue of his or her position.

   C.  JNC Stock:
       ---------

       Employees and directors must pre-clear all market transactions in JNC
       stock with an attorney in the Legal Department. The following procedures
       also apply:

          1.  Blackout period. Employees may not engage in market transactions
              ---------------
              in JNC stock during the period from the first day of any calendar
              quarter until two full business days have passed following the
              public release of earnings for the prior quarter, or during any
              other announced blackout period. Persons subject to Section 16 of
              the Securities Exchange Act of 1934 are subject to certain
              additional blackout periods. This prohibition does not apply to
              non market transactions such as the exercise of JNC stock options
              through the delivery (constructive or otherwise) of previously
              owned JNC stock to pay the exercise price and tax withholding.

                                       10

<PAGE>

          2.  Short-term trading. Employees may not engage in short-term trading
              ------------------
              activity in JNC stock. Jumping in and out of the market may create
              the appearance of insider trading.
          3.  Options and short selling. Employees may not engage in option
              -------------------------
              transactions related to JNC stock (other than JNC-issued options),
              and may not engage in any transactions where they would profit if
              the value of JNC shares fell, such as short sales.
          4.  Encouraging others' trades. No employee should in any way
              --------------------------
              encourage others to engage in transactions in which the employee
              him- or herself cannot engage.



VII.  Reporting Requirements
      ----------------------

      A.  All Employees:
          -------------

          All employees must instruct their broker-dealer to send duplicate
          confirmations and copies of periodic statements (quarterly reports) of
          all securities transactions in their accounts, with the exception of
          those transactions exempt under Section III. A form of letter of
          instruction for broker-dealers to direct the duplicate confirmation is
          attached as Exhibit C, or may be obtained from the designated
          paralegal (currently, Ginny Johnson) in the Legal Department.

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

               A broker or dealer with whom a securities brokerage account is
               maintained in the employee's name; AND

               A broker or dealer who maintains an account for a person whose
               trades an employee must report as a Beneficial Owner of the
               securities.



     B.   Additional Requirements for Nuveen Access Persons:
          --------------------------------------------------


          1.  Initial Holdings Reports -

              Each Access Person must provide an Initial Holdings Report to the
              Legal Department listing all securities Beneficially Owned by the
              Access Person no later than 10 days after he or she becomes an
              Access Person.

                                       11

<PAGE>

              The Initial Holdings Report must include the following
              information:

              .  list of all securities accounts maintained with a broker,
                 dealer or bank;
              .  a list of all securities Beneficially Owned by the Access
                 Person with the exception of those exempt securities outlined
                 in Section III above;
              .  the number of shares held in each security; and
              .  the principal amount (dollar value of initial investment) of
                 each security Beneficially Owned.

          A sample copy is attached as Exhibit D.

          2.  Quarterly Securities Transaction Reports -

              Each Access Person is responsible for reporting to the Legal
              Department quarterly all securities purchased or sold in any
              account in which the Access Person has direct or indirect
              Beneficial Ownership. This quarterly reporting can be either in
              the form of broker, dealer or bank statements, or in the form of a
              Quarterly Securities Transaction Report, and must be received by
              the Legal Department within 10 days after the end of each calendar
              quarter. A form of Quarterly Transaction Report is sent to all
              Access Persons by the designated paralegal (currently, Ginny
              Johnson) in the Legal Department. If you are an Access Person and
              did not receive a Quarterly Transaction Report, it is your
              responsibility to obtain it from Legal. The Quarterly Transaction
              Report must contain the following information:

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

          A sample copy is attached as Exhibit E.

          3.  Annual Holdings Reports -

              In addition to the Initial Holdings Report and Quarterly
              Securities Transaction Reports, each Access Person is required to
              file an Annual Holdings Report with the Legal Department. Such
              reports must be filed within 30 days after December 31/st/.

                                       12

<PAGE>

              The Annual Holdings Report must contain the following information:

              .  A list of all securities accounts maintained with a broker,
                 dealer or bank;
              .  a list of all securities Beneficially Owned by the Access
                 Person with the exception of those exempt securities described
                 in Section III above;
              .  the number of shares held in each security; and
              .  the principal amount (dollar value of initial investment) of
                 each security Beneficially Owned.

          A sample copy is attached as Exhibit F.


       C.      Securities Transaction Reports of "Non-interested Directors":
               ------------------------------------------------------------

          Non-interested Directors of a Fund need only report a personal
          securities transaction if such Director, at the time of that
          transaction, knew that during the 15-day period immediately preceding
          or subsequent to the date of the transaction by the Director, such
          security was purchased or sold by a Fund or was being considered for
          purchase or sale by a Fund.

          Non-interested Directors must report securities transactions meeting
          the requirements of the paragraph above within 10 days after the end
          of each calendar quarter. Such reports should be forwarded to the
          designated paralegal (currently, Ginny Johnson) in the Legal
          Department for review.

VIII. Sanctions for Violation of the Code
      -----------------------------------

       Nuveen employees may be subject to sanctions for violations of the
       specific provisions or the general principles provided by the Code.
       Violations will be reviewed and sanctions determined by the General
       Counsel and the Director of Compliance.

       A. Sanctions which may be imposed include:

          .  formal warning;
          .  restriction of trading privileges;
          .  disgorgement of trading profits;
          .  fines; AND/OR
          .  suspension or termination of employment.

       B. Sanction Factors:

                                       13

<PAGE>

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

          .  the harm to a Fund's or client's interest;
          .  the extent of unjust enrichment;
          .  the frequency of occurrence;
          .  the degree to which there is personal benefit from unique knowledge
          .  obtained through employment with a Fund, investment adviser or
             underwriter;
          .  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.


IX.  Annual Certification of Compliance with the Code
     ------------------------------------------------

          As a condition of employment, all Access Persons will be asked to
          certify annually that they:

          .  have read and understood the Code;
          .  agree that they are legally bound by it;
          .  have complied and will comply with its requirements; and
          .  have reported all personal securities transactions required to be
             disclosed.

          A sample copy of the certification is attached as Exhibit G.


X.   Additional Procedures
     ---------------------

     A.   The Legal/Compliance Department shall review the reports, statements
          and confirms received and compare them with the pre-clearance
          authorization provided and report any trading or reporting violations
          to fund management.

     B.   Fund management, at least once a year, must provide the fund boards of
          directors with a written report that:

             1)   describes issues that arose during the previous year under the
                  Code or procedures applicable to the Code, including, but not
                  limited to, information about material Code or procedures
                  violations and sanctions imposed in response to those material
                  violations and

                                       14

<PAGE>

             2)   certifies to the fund boards of directors that the funds and
                  their affiliated investment advisers and underwriters have
                  adopted procedures reasonably necessary to prevent their
                  employees from violating the Code.

     C.   This Code, a copy of employee and internal reports hereunder, and a
          list of all persons required to make reports hereunder shall be
          preserved with the records of the fund or investment adviser for the
          periods required by Rule 17j-1(f) of the Investment Company Act of
          1940 or Rule 204-2 under the Investment Advisers Act of 1940.


May 2001

                                       15


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