<DOCUMENT>
<TYPE>EX-99.(R)(2)
<SEQUENCE>16
<FILENAME>file015.txt
<DESCRIPTION>CODE OF ETHICS OF ADVISOR AND SUB-ADVISOR
<TEXT>
<PAGE>










                     EMPLOYEE INVESTMENT TRANSACTION POLICY
                     --------------------------------------

                                       FOR

                     BLACKROCK INVESTMENT ADVISER COMPANIES













                                                         EFFECTIVE MARCH 1, 2000



<PAGE>




                     EMPLOYEE INVESTMENT TRANSACTION POLICY
                     --------------------------------------

                                TABLE OF CONTENTS
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TABLE OF CONTENTS...............................................................................................-i-

I.       PREAMBLE.................................................................................................1

         A.       General Principles..............................................................................1

         B.       The General Scope Of The Policy's Application To Personal
                  Investment Transactions.........................................................................3

         C.       The Organization Of This Policy.................................................................4

         D.       Questions.......................................................................................4

II.      PERSONAL INVESTMENT TRANSACTIONS.........................................................................5

         A.       In General......................................................................................5

         B.       Reporting Obligations...........................................................................5

                  1.       Use Of Broker-Dealers And Futures Commission Merchants.................................5

                  2.       Initial Report.........................................................................5

                  3.       New Accounts...........................................................................7

                  4.       Timely Reporting Of Investment Transactions............................................7

                  5.       Related Accounts.......................................................................7

                  6.       Exemptions From Reporting..............................................................7

         C.       Prohibited Or Restricted Investment Transactions................................................8

                  1.       Initial Public Offerings...............................................................8

                  2.       Private Placements.....................................................................9

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         D.       Investment Transactions Requiring Prior Notification............................................9

                  1.       Prior Notification Procedure...........................................................9

                  2.       Exemptions From Prior Notification....................................................10
                           (a)      Transactions Exempt From Prior Notification..................................10
                           (b)      Securities Exempt From Prior Notification....................................11
                           (c)      Futures Contracts Exempt From Prior Notification.............................11

         E.       Ban On Short-Term Trading Profits..............................................................12

         F.       Blackout Periods...............................................................................12

                  1.       Specific Blackout Periods.............................................................12

                  2.       Exemptions From Blackout Restrictions.................................................13

III.     INSIDE INFORMATION AND SERVICE AS A DIRECTOR............................................................14

         A.       Inside Information.............................................................................14

         B.       Service As A Director..........................................................................14

IV.     EXEMPTIONS..............................................................................................15

V.      COMPLIANCE..............................................................................................15

         A.      Certifications.................................................................................15

                  1.       Upon Receipt Of This Policy..........................................................15

                  2.       Annual Certificate Of Compliance.....................................................16

         B.       Supervisory Procedures........................................................................16

                  1.       The Compliance Committee.............................................................16

                  2.       The Compliance Officer...............................................................17

                  3.       Post-Trade Monitoring And Investigations.............................................17

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                  4.       Remedial Actions......................................................................18

                  5.       Reports Of Violations Requiring Significant Remedial Action...........................18

                  6.       Annual Reports........................................................................19

VI.      EFFECTIVE DATE..........................................................................................19
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APPENDICES
----------

I.       Definitions Of Capitalized Terms

II.      Acknowledgment Of Receipt Of The Policy

III.     Annual Certification Of Compliance With The Policy

IV.      Initial Report of Accounts

V.       Request For Duplicate Broker Reports

VI.      Investment Transaction Prior Notification Form

VII.     Fully Discretionary Account Form










                                      -iii-

<PAGE>



                     EMPLOYEE INVESTMENT TRANSACTION POLICY
                     --------------------------------------

                   FOR BLACKROCK, INVESTMENT ADVISER COMPANIES


I.       PREAMBLE

         A.       GENERAL PRINCIPLES

         This Employee Investment Transaction Policy (the "Policy") is based on
the principle that you, as an officer, director or other Advisory Employee of an
Advisor affiliated with BlackRock, Inc. ("BlackRock"), owe a fiduciary duty of
undivided loyalty to the registered investment companies, institutional
investment clients, personal trusts and estates, guardianships, employee benefit
trusts, and other Advisory Clients which that Advisor serves.1 Accordingly, you
must avoid transactions, activities, and relationships that might interfere or
appear to interfere with making decisions in the best interests of those
Advisory Clients.

         At all times, you must observe the following GENERAL PRINCIPLES:

--------------------------

(1)      This Policy uses a number of capitalized terms, e.g., Advisor,
         Advisory Client, Advisory Employee, Beneficial Ownership, Exempt
         Security, Fixed Income Security, Fully Discretionary Account, Futures
         Contract, Immediate Family, Investment Transaction, Personal Account,
         Portfolio Employee, Portfolio Manager, Related Account, and Security.
         The first time a capitalized term is used, a definition is stated in
         the text or in a footnote. The full definitions of these capitalized
         terms are set forth in Appendix L TO UNDERSTAND YOUR RESPONSIBILITIES
         UNDER THE POLICY, IT IS IMPORTANT THAT YOU REVIEW AND UNDERSTAND ALL OF
         THE DEFINITIONS OF CAPITALIZED TERMS IN APPENDIX I. AS INDICATED IN
         APPENDIX I:
                  The term "ADVISOR" means any entity affiliated with BlackRock,
                  whether now in existence or formed after the date hereof, that
                  is registered as (i) an investment advisor under the
                  Investment Advisers Act of 1940, as amended, or (ii) a
                  broker-dealer under the Securities Exchange Act of 1934, as
                  amended, other than any such investment advisor or
                  broker-dealer that has adopted its own employee investment
                  transaction policy.

                  The term "ADVISORY CLIENT" means a registered investment
                  company, an institutional investment client, a personal trust
                  or estate, a guardianship, an employee benefit trust, or
                  another client with which the Advisor by which you are
                  employed or with which you are associated has an invest ment
                  management, advisory or sub-advisory contract or relationship.

                  The term "ADVISORY EMPLOYEE" means an officer, director, or
                  employee of an Advisor, or any other person identified as a
                  "control person" on the Form ADV or the Form BD filed by the
                  Advisor with the U.S. Securities and Exchange Commission, (1)
                  who, in connection with his or her regular functions or
                  duties, generates, participates in, or obtains information
                  regarding that Advisor's purchase or sale of a Security by or
                  on behalf of an Advisory Client; (2) whose regular functions
                  or duties relate to the making of any recommendations with
                  respect to such purchases or sales; (3) who obtains
                  information or exercises influence concerning investment
                  recommendations made to an Advisory Client of that Advisor; or
                  (4) who has line oversight or management responsibilities over
                  employees described in (1), (2) or (3), above.




<PAGE>



                  1.       YOU MUST PLACE THE INTERESTS OF ADVISORY CLIENTS
                           FIRST. As a fiduciary you must scrupulously avoid
                           serving your own personal interests ahead of the
                           interests of Advisory Clients. You must adhere to
                           this general fidu ciary principle as well as comply
                           with the Policy's specific provisions. Technical
                           compliance with the Policy will not automatically
                           insulate from scrutiny any Investment Transaction(2)
                           that indicates an abuse of your fiduciary duties or
                           that creates an appearance of such abuse.

                           Your fiduciary obligation applies not only to your
                           personal Investment Transactions but also to actions
                           taken on behalf of Advisory Clients. In particular,
                           you may not cause an Advisory Client to take action,
                           or not to take action, for your personal benefit
                           rather than for the benefit of the Advisory Client.
                           For example, you would violate this Policy if you
                           caused an Advisory Client to purchase a Security you
                           owned for the purpose of

----------------------

(2)      For purposes of this Policy, the term "INVESTMENT TRANSACTION" means
         any transaction in a Security or Futures Contract in which you have, or
         by reason of the transaction will acquire, a Beneficial Ownership
         interest.

                  As a GENERAL MATTER, the term "SECURITY" means any stock,
         note, bond, debenture or other evidence of indebtedness (including any
         loan participation or assignment), limited partnership interest or
         investment contract OTHER THAN AN EXEMPT SECURITY (as defined above).
         The term "Security" includes an OPTION on a Security, an index of
         Securities, a currency or a basket of currencies, including such an
         option traded on the Chicago Board of Options Exchange or on the New
         York, American, Pacific or Philadelphia Stock Exchanges as well as such
         an option traded in the over-the-counter market. The term "Security"
         does NOT include a physical commodity or a Futures Contract.

                  The term "FUTURES CONTRACT" includes (a) a futures contract
         and an option on a futures contract traded on a U.S. or foreign board
         of trade, such as the Chicago Board of Trade, the Chicago Mercantile
         Exchange, the New York Mercantile Exchange, or the London International
         Financial Futures Exchange (a "Publicly-Traded Futures Contract"), as
         well as (b) a forward contract, a "swap", a "cap", a "collar", a
         "floor" and an over-the-counter option (other than an option on a
         foreign currency, an option on a basket of currencies, an option on a
         Security or an option on an index of Securities) (a "Privately-Traded
         Futures Contract").

                  As a GENERAL MATTER, you are considered to have a "BENEFICIAL
         OWNERSHIP" interest in a Security or Futures Contract if you have the
         opportunity, directly or indirectly, to profit or share in any profit
         derived from a transaction in that Security or Futures Contract. YOU
         ARE PRESUMED TO HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY SECURITY OR
         FUTURES CONTRACT HELD, INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A
         MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW). In addition, unless
         specifically excepted by the Compliance Officer based on a showing that
         your interest or control is sufficiently attenuated to avoid the
         possibility of a conflict, you will be considered to have a Beneficial
         Ownership interest in a Security held by: (1) a JOINT ACCOUNT to which
         you are a party, (2) a PARTNERSHIP in which you are a general partner,
         (3) a LIMITED LIABILITY COMPANY in which you are a manager-member, (4)
         a TRUST in which you or a member of your Immediate Family has an
         interest or(5) an INVESTMENT CLUB in which you are a member.

                  See Appendix I for more complete definitions of the terms
         "Beneficial Ownership," "Futures Contract," and "Security."

                                        2


<PAGE>



                           increasing the value of that Security. If you are a
                           Portfolio Employee,(3) you would also violate this
                           Policy if you made a personal investment in a
                           Security that might be an appropriate investment for
                           an Advisory Client without first considering the
                           Security as an investment for the Advisory Client.

                  2.       YOU MUST CONDUCT ALL OF YOUR PERSONAL INVESTMENT
                           TRANSACTIONS IN FULL COMPLIANCE WITH THIS POLICY, THE
                           BLACKROCK, INC. INSIDER TRADING POLICY, THE PNC CODE
                           OF ETHICS, AND THE OTHER POLICIES OF PNC BANK CORP.
                           ("PNC") AND BLACKROCK (including the policies that
                           prohibit insider trading or that restrict trading in
                           PNC Securities). BlackRock encourages you and your
                           family to develop personal investment programs.
                           However, those investment programs must remain within
                           boundaries reasonably necessary to insure that
                           appropriate safeguards exist to protect the interests
                           of our Advisory Clients and to avoid even the
                           APPEARANCE of unfairness or impropriety. Doubtful
                           situations should be resolved in favor of our
                           Advisory Clients and against your personal Investment
                           Transactions.

                  3.       YOU MUST NOT TAKE INAPPROPRIATE ADVANTAGE OF YOUR
                           POSITION. The receipt of investment opportunities,
                           perquisites, gifts or gratuities from persons seeking
                           to do business, directly or indirectly, with
                           BlackRock, an affiliate, or an Advisory Client could
                           call into question the independence of your business
                           judgment. Doubtful situations should be resolved
                           against your personal interests.

         B.       THE GENERAL SCOPE OF THE POLICY'S APPLICATION TO PERSONAL
                  INVESTMENT TRANSACTIONS

         Rule 17j-l under the Investment Company Act of 1940, as amended,
requires REPORTING of all personal Investment Transactions in Securities (other
than certain "Exempt Securities") by Advisory Employees, whether or not they are
Securities that might be purchased or sold by or on behalf of an Advisory
Client. This Policy implements that reporting requirement.

         However, since a primary purpose of the Policy is to avoid conflicts of
interest arising from personal Investment Transactions in Securities and other
instruments that are held or might be acquired on behalf of Advisory Clients,
this Policy only places RESTRICTIONS on personal

--------------------

(3)      The term "PORTFOLIO EMPLOYEE" means a Portfolio Manager or an Advisory
         Employee who provides information or advice to a Portfolio Manager, who
         helps execute a Portfolio Manager's decisions, or who directly
         supervises a Portfolio Manager. The term "PORTFOLIO MANAGER" means any
         employee of an Advisor who has the authority, whether sole or shared or
         only from time to time, to make investment decisions or to direct
         trades affecting an Advisory Client

                                        3


<PAGE>



         Investment Transactions in such investments. This Policy also requires
         reporting and restricts personal Investment Transactions in certain
         Futures Contracts which, although they are not Securities, are
         instruments that Advisors buy and sell for Advisory Clients.

         Although this Policy applies to all officers, directors and other
Advisory Employees of BlackRock, the Policy recognizes that Portfolio Managers,
and the other Portfolio Employees who provide them with advice and who execute
their decisions, occupy more sensitive positions than other Advisory Employees,
and that it is appropriate to subject their personal Investment Transactions to
greater restrictions.

         C.       THE ORGANIZATION OF THIS POLICY

         The remainder of this Policy is divided into four main topics. Section
II concerns PERSONAL INVESTMENT TRANSACTIONS. Section III describes restrictions
that apply to Advisory Employees who receive INSIDE INFORMATION or seek to serve
on a BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY. Section IV outlines the
procedure for seeking case-by-case EXEMPTIONS from the Policy's requirements.
Section V summarizes the methods for ensuring COMPLIANCE under this Policy. In
addition, the following APPENDICES are also a part of this Policy:

I.       Definitions Of Capitalized Terms

II.      Acknowledgment Of Receipt Of The Policy

III.     Annual Certification Of Compliance With The Policy

IV.      Initial Report Of Accounts

V.       Request For Duplicate Broker Reports

VI.      Investment Transaction Prior Notification Form

VII.     Fully Discretionary Account Form

         D.       QUESTIONS

         Questions regarding this Policy should be addressed to the Compliance
Officer. If you have any question regarding the interpretation of this Policy or
its application to a potential Investment Transaction, you should consult the
Compliance Officer BEFORE you execute that transaction.

                                        4


<PAGE>



II.      PERSONAL INVESTMENT TRANSACTIONS

         A.       IN GENERAL

         Subject to the limited exceptions described below, you are required to
REPORT all Investment Transactions in Securities and Futures Contracts made by
you, a member of your Immediate Family, a trust or an investment club in which
you have an interest, or on behalf of any account in which you have an interest
or which you direct.(4) In addition, you must provide PRIOR NOTIFICATION of
certain Investment Transactions in Securities and Futures Contracts that an
Advisor holds or may acquire on behalf of an Advisory Client. (The exercise of
an option is an Investment Transaction for purposes of these requirements.) The
details of these reporting and prior notification requirements are described
below.

         B.       REPORTING OBLIGATIONS

                  1.       USE OF BROKER-DEALERS AND FUTURES COMMISSION
                           MERCHANTS

         YOU MUST USE A REGISTERED BROKER-DEALER OR FUTURES COMMISSION MERCHANT
to engage in any purchase or sale of a publicly traded Security or Futures
Contract. This requirement also applies to any purchase or sale of a Security or
Futures Contract in which you have, or by reason of the Investment Transaction
will acquire, a Beneficial Ownership interest. Thus, as a general matter, any
Securities or Futures Contract transactions by members of your Immediate Family
will need to be made through a registered broker-dealer or futures commission
merchant.

                  2.       INITIAL REPORT

         Within 10 days of commencing employment or within 10 days of any event
that causes you to become subject to this Policy, you must supply to the
Compliance Officer copies of the most recent statements for each and every
Personal Account and Related Account that holds or is likely to hold a Security
or Futures Contract in which you have a Beneficial Ownership interest, as well
as copies of confirmations for any and all transactions subsequent to the
effective dates of



--------------------

(4)      The term "IMMEDIATE FAMILY" means any of the following persons who
         RESIDE IN YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT:
         your spouse, any child, stepchild, grandchild, parent, stepparent,
         grandparent, sibling, mother-in-law, father-in-law, son-in-law,
         daughter-in-law, brother- in-law, or sister-in-law, including any
         adoptive relationships.

                                        5


<PAGE>



those statements.(5) These documents should be supplied to the Compliance
Officer by attaching them to the form attached hereto as Appendix IV.

         On that same form you should supply the name of any registered
broker-dealer and/or futures commission merchant and the number for any Personal
Account and Related Account that holds or is likely to hold a Security or
Futures Contract in which you have a Beneficial Ownership interest for which you
CANNOT supply the most recent account statement. You must also certify, where
indicated on the form, that the contents of the form and the documents attached
thereto disclose all such Personal Accounts and Related Accounts.

         In addition, you must also supply, where indicated on the form, the
following information for each Security or Futures Contract in which you have a
Beneficial Ownership interest, to the extent that this information is not
available from the statements attached to the form:

                  1.       A description of the Security or Futures Contract,
                           including its name or title;

                  2.       The quantity (e.g., in terms of numbers of shares,
                           units or contracts) and value (in dollars) of the
                           Security or Futures Contract; and

                  3.       The custodian of the Security or Futures Contract.

-------------------

(5)      The term "PERSONAL ACCOUNT" means the following accounts that hold or
         are likely to hold a Security or Futures Contract in which you have a
         Beneficial Ownership interest;

         o        any account in your individual name;

         o        any joint or tenant-in-common account in which you have an
                  interest or are a participant;

         o        any account for which you act as trustee, executor, or
                  custodian; and

         o        any account over which you have investment discretion or have
                  the power (whether or not exercised) to direct the acquisition
                  or disposition of Securities or Futures Contracts (other than
                  an Advisory Client's account that you manage or over which you
                  have investment discretion), including the accounts of any
                  individual or entity that is managed or controlled directly or
                  indirectly by or through you, such as the account of an
                  investment club to which you belong. There is a presumption
                  that you can control accounts held by members of your
                  Immediate Family sharing the same household. This presumption
                  may be rebutted only by convincing evidence.

                  The term "RELATED ACCOUNT" means any account, other than a
         Personal Account, that holds a Security or Futures Contract in which
         you have a direct or indirect Beneficial Ownership interest (other than
         an account over which you have no investment discretion and cannot
         otherwise exercise control) and any account (other than an Advisory
         Client's account) of any individual or entity to whom you give advice
         or make recommendations with regard to the acquisition or disposition
         of Securities or Futures Contracts (whether or not such advice is acted
         upon).

                                        6


<PAGE>



                  3.       NEW ACCOUNTS

         Upon the opening of a new Personal Account or a Related Account that
holds or is likely to hold a Security or a Futures Contract in which you have a
Beneficial Ownership interest, you must give written notice to the Compliance
Officer of the name of the registered broker-dealer or futures commission
merchant for that account, the identifying number for that Personal Account or
Related Account and the date that the account was established.

                  4.       TIMELY REPORTING OF INVESTMENT TRANSACTIONS

         You must cause each broker-dealer or futures commission merchant that
maintains a Personal Account or a Related Account that holds a Security or a
Futures Contract in which you have a Beneficial Ownership interest to provide to
the Compliance Officer, on a timely basis, duplicate copies of confirmations of
all transactions in that account and of periodic statements for that account
("Duplicate Broker Reports"). A form for that purpose is attached hereto as
Appendix V.

         In addition, you must report to the Compliance Officer, on a timely
basis, any transaction in a Security or Futures Contract in which you have or
acquired a Beneficial Ownership interest that was made without the use of a
registered broker-dealer or futures commission merchant.

                  5.       RELATED ACCOUNTS

         The reporting obligations described above also apply to any Related
Account (as defined in Appendix I) and to any Investment Transaction in a
Related Account.

         It is important that you recognize that the definitions of 'Personal
Account," "Related Account" and "Beneficial Ownership" in Appendix I probably
will require you to provide, or to arrange for the broker-dealer or futures
commission merchant to furnish, copies of reports for any account used by or for
a member of your Immediate Family or a trust in which you or a member of your
Immediate Family has an interest, as well as for any other accounts in which you
may have the opportunity, directly or indirectly, to profit or share in the
profit derived from any Investment Transaction in that account, including the
account of any investment club to which you belong.

                  6.       EXEMPTIONS FROM REPORTING

         You need not report Investment Transactions in any account, including a
Fully Discre tionary Account,(6) over which neither you nor an Immediate Family
Member has or had any direct


---------------------------

(6)      The term "FULLY DISCRETIONARY ACCOUNT" means a Personal Account or
         Related Account managed or held by a broker-dealer, futures commission
         merchant, investment advisor or trustee as to which neither you nor

                                                                 (continued....)

                                       7


<PAGE>



or indirect influence or control. For example, Investment Transactions in the
account of your spouse in an employee benefit plan would not have to be reported
if neither you nor your spouse has any influence or control over those
Investment Transactions.

         You also need not report Investment Transactions in Exempt Securities
nor need you furnish, or require a broker-dealer or futures commission merchant
to furnish, copies of confir mations or periodic statements for accounts that
hold ONLY Exempt Securities.(7) This includes accounts that only hold U.S.
Government securities, money market interests, or shares in registered open-end
investment companies (i.e., mutual funds). This exemption from reporting will
end immediately, however, at such time as there is an Investment Transaction in
that account in a Security that is not an Exempt Security.

         C.       PROHIBITED OR RESTRICTED INVESTMENT TRANSACTIONS

                  1.       INITIAL PUBLIC OFFERINGS

         As an Advisory Employee, you may not acquire Beneficial Ownership of
any Security in an initial public offering, except that, with the approval of
the Compliance Committee and the General Counsel of BlackRock, you may acquire
Beneficial Ownership of a Security in an initial public offering directed or
sponsored by BlackRock. For purposes of this Policy, an initial public offering
shall not include the purchase of a Security in an initial public offering by
(i) a savings bank to its depositors, (ii) a mutual insurance company to its
policyholders, (iii) an issuer of debt securities (other than debt securities
convertible into common or preferred stock) or (iv) with

------------------

(6)      (......continuesd)
         an Immediate Family Member: (a) exercises any investment discretion;
         (b) suggests or receives notice of transactions prior to their
         execution; and (c) you do not otherwise have any direct or indirect
         influence or control. In addition, to qualify as a Fully Discretionary
         Account, the individual broker, registered representative or merchant
         responsible for that account must not be responsible for nor receive
         advance notice of any purchase or sale of a Security or Futures
         Contract on behalf of an Advisory Client. To qualify an account as a
         Fully Discretionary Account, the Compliance Officer must receive and
         approve a written notice, in the form attached hereto as Appendix
         VIII, that the account meets the foregoing qualifications as a Fully
         Discretionary Account.

(7)      The term "EXEMPT SECURITY" means any Security (as defined in Appendix
         I) not included within the definition of Security in SEC Rule
         17j-l(e)(5) under the Investment Company Act of 1940, as amended,
         including:

         1.       A direct obligation of the Government of the United States;

         2.       Shares of registered open-end investment companies (i.e.,
                  mutual funds); and

         3.       High quality short-term debt instruments, including, but not
                  limited to, bankers' acceptances, bank certificates of
                  deposit, commercial paper and repurchase agreements.

         See Appendix I for a more complete definition of "Exempt Security".

                                        8


<PAGE>



respect to an Advisory Employee employed by BlackRock International, Ltd. a
building society to its depositors.

                  2.       PRIVATE PLACEMENTS

         If you are a Portfolio Employee, you may not acquire Beneficial
Ownership of any Security in a private placement, or subsequently sell that
interest, unless you have received the prior written approval of the Compliance
Officer and of any supervisor designated by the Compliance Officer. Approval
will not be given unless a determination is made that the investment opportunity
should not be reserved for one or more Advisory Clients, and that the
opportunity to invest has not been offered to you by virtue of your position
with an Advisor.

         If you have acquired Beneficial Ownership of Securities in a private
placement, you must disclose that investment to your supervisor when you play a
part in any consideration of any investment by an Advisory Client in the issuer
of the Securities, and any decision to make such an investment must be
independently reviewed by a Portfolio Manager who does not have a Beneficial
Ownership interest in any Securities of the issuer.

         D.       INVESTMENT TRANSACTIONS REQUIRING PRIOR NOTIFICATION

         You must give prior notification to the Compliance Officer of ANY
Investment Transac tion in Securities or Futures Contracts in a Personal Account
or Related Account, or in which you otherwise have or will acquire a Beneficial
Ownership interest, UNLESS that Investment Transaction, Security or Futures
Contract falls into one of the following categories that are identified as
"exempt from prior notification." The purpose of prior notification is to permit
the Compliance Officer and the Compliance Committee to take reasonable steps to
investigate whether that Investment Transaction is in accordance with this
Policy. Satisfaction of the prior notification requirement does not, however,
constitute approval or authorization of any Invest ment Transaction for which
you have given prior notification. As a result, the primary responsi bility for
compliance with this Policy rests with you.

                  1.       PRIOR NOTIFICATION PROCEDURE

         Prior notification must be given by completing and submitting to the
Compliance Officer a copy of the prior notification form attached hereto as
Appendix VII. No Investment Transac tion requiring prior notification may be
executed prior to notice by the Compliance Officer that the prior notification
process has been completed. The time and date of that notice will be reflected
on the prior notification form. Unless otherwise specified, an Investment
Transaction requiring prior notification must be placed and executed by the end
of trading in New York City or, in the case of Advisory Employees employed by
BlackRock International, Ltd., by the end of trading in the United Kingdom on
the day of notice from the Compliance Officer that the prior notification
process has been completed. If a proposed Investment Transaction is not executed
(with the exception of a limit order) within the time specified, you must repeat
the prior
                                        9


<PAGE>



notification process before executing the transaction. A notice from a
Compliance Officer that the prior notification process has been completed is no
longer effective if you discover, prior to executing your Investment
Transaction, that the information on your prior notification form is no longer
accurate, or if the Compliance Officer revokes his or her notice for any other
reason.

         The Compliance Officer may undertake such investigation as he or she
considers necessary to investigate whether an Investment Transaction for which
prior notification has been sought complies with the terms of this Policy and is
consistent with the general principles described at the beginning of this
Policy.

         As part of that investigation, the Compliance Officer or a designee of
the Compliance Officer will determine whether there is a pending buy or sell
order in the same equity Security or Futures Contract, or a Related Security, on
behalf of an Advisory Client.(8) If such an order exists, the Compliance Officer
will not provide notice that the prior notification process has been completed
UNTIL the Advisory Client's order is executed or withdrawn.

                  2.       EXEMPTIONS FROM PRIOR NOTIFICATION

         Prior notification will not be required for the following Investment
Transactions, Securities and Futures Contracts. They are exempt only from the
Policy's prior notification requirement, and, unless otherwise indicated, remain
subject to the Policy's other requirements, including its reporting
requirements.

                           (A)      TRANSACTIONS EXEMPT FROM PRIOR NOTIFICATION

                  Prior notification is not required for any of the following
Investment Transactions:

                  1.       Any Investment Transaction in a Fully Discretionary
                           Account that has been approved as such by the
                           Compliance Officer.

                  2.       Purchases of Securities under dividend reinvestment
                           plans.

                  3.       Purchases of Securities by an exercise of rights
                           issued to the holders of a class of Securities pro
                           rata, to the extent those rights are issued with
                           respect to Securities of which you have Beneficial
                           Ownership.

------------------

(8)      The term "RELATED SECURITY" means, as to any Security, any instrument
         related in value to that Security, including, but not limited to, any
         option or warrant to purchase or sell that Security, and any Security
         convertible into or exchangeable for that Security.

                                       10


<PAGE>



                  4.       Acquisitions or dispositions of Securities as the
                           result of a stock dividend, stock split, reverse
                           stock split, merger, consolidation, spin-off or other
                           similar corporate distribution or reorganization
                           applicable to all holders of a class of Securities of
                           which you have Beneficial Ownership.

                  5.       Purchases of common stock of PNC Bank Corp. under the
                           Employee Stock Purchase Plan.

                  6.       With respect to Advisory Employees who are employed
                           by BlackRock International, Inc., automatic
                           investments by direct debit into a personal equity
                           plan (PEP), or similar type of plan in Exempt
                           Securities if the pre- notification process was
                           completed for the first such investment.

                  7.       Investment Transactions made by a person who serves
                           on the Board of Directors of an Advisor and is not
                           involved with the Advisory operations of such Advisor
                           nor engages in the type of activities described under
                           (1) (2) or (3) under the term Advisory Employee as
                           defined in Appendix I.

                  (B)      SECURITIES EXEMPT FROM PRIOR NOTIFICATION

                  Prior notification is not required for an Investment
Transaction in an Exempt Security, as defined in Appendix I, e.g., U.S.
Government securities, shares in registered open- end investment companies
(i.e., mutual funds) and "high quality short-term debt instruments" (as defined
in Appendix I).

                  (C)      FUTURES CONTRACTS EXEMPT FROM PRIOR NOTIFICATION

                  Prior notification is not required for an Investment
Transaction in the following Futures Contracts:

                  1.       Currency futures.

                  2.       U.S. Treasury futures.

                  3.       Eurodollar futures.

                  4.       Physical commodity futures (e.g., contracts for
                           future delivery of grain, livestock, fiber or
                           metals).

                  5.       Futures contracts to acquire Fixed Income Securities
                           issued by a U.S. Government agency, a foreign
                           government, or an international or supranational
                           agency.

                                       11


<PAGE>



                  6.       Futures contracts on the Standard and Poor's 500 (S&P
                           500) or the Dow Jones Industrial Average or NASDAQ
                           100 stock indexes.

                  7.       For Advisory Employees who are employed by BlackRock
                           International, Ltd., futures contracts on the
                           Financial Times Stock Exchange 100 (FTSE) Index.

         E.       BAN ON SHORT-TERM TRADING PROFITS

         You may not profit from the purchase and sale, or the sale and
purchase, within 60 calendar days, of the same Securities and/or Related
Security. Any such short-term trade must be reversed or unwound, or if that is
not practical, the profits must be disgorged and distributed in a manner
determined by the Compliance Committee.

         This short-term trading ban does NOT apply to Investment Transactions
in Exempt Securities (as defined in Appendix I) or in Futures Contracts. This
ban also does NOT apply to a purchase or sale in connection with a Transaction
Exempt From Prior Notification (as described above in Section II.D.2.(a)), a
transaction in a Fully Discretionary Account or a transaction exempt from the
"blackout" periods pursuant to Section II.F.2 below.

         You are considered to profit from a short-term trade if Securities of
which you have Beneficial Ownership (including Securities held by Immediate
Family members) are sold for more than their purchase price, even though the
Securities purchased and the Securities sold are held of record or beneficially
by different persons or entities.

         F.       BLACKOUT PERIODS

         Your ability to engage in certain Investment Transactions may be
prohibited or restricted during the "blackout" periods described below:

                  1.       SPECIFIC BLACKOUT PERIODS

                           a.       You may not purchase or sell a Security, a
                                    Related Security, or Futures Contract at a
                                    time when you intend or know of another's
                                    intention to purchase or sell that same
                                    Security, a Related Security, or Futures
                                    Contract, on behalf of an Advisory Client of
                                    ANY Advi sor (the "Specific Knowledge
                                    Blackout Period").

                           b.       In addition, if you are a PORTFOLIO
                                    EMPLOYEE, you may not pur chase or sell a
                                    Security, a Related Security or a Futures
                                    Contract which you are actively considering
                                    or which you have actively considered and
                                    rejected for purchase or sale for an
                                    Advisory Client within the previous 15
                                    CALENDAR DAYS (the "15-Day Blackout

                                       12


<PAGE>



                                    Period") unless the Compliance Officer,
                                    after consultation with your supervisor, has
                                    approved your Investment Transaction.(9)

                           c.       Finally, if you are a PORTFOLIO MANAGER, you
                                    may not purchase or sell a Security, a
                                    Related Security, or Futures Contract within
                                    7 CALENDAR DAYS before or after a
                                    transaction in that Security, a Related
                                    Security, or Futures Contract, by an
                                    Advisory Client for which you are
                                    responsible (the "7-Day Blackout Period").

         For Portfolio Employees or Portfolio Managers, the Compliance Officer
will not give such notice until any applicable 15-Day Blackout Period or 7-Day
Blackout Period has expired or any required approvals or exemptions have been
obtained. An Investment Transaction that violates one of these Blackout
restrictions must be reversed or unwound, or if that is not practical, the
profits must be disgorged and distributed in a manner determined by the Compli
ance Committee.

                  2.       EXEMPTIONS FROM BLACKOUT RESTRICTIONS

         The foregoing blackout period restrictions do NOT apply to Investment
Transactions in:

                           a.       Exempt Securities, as defined in Appendix I.

                           b.       Securities of a company listed on the
                                    Standard & Poor's 100 (S & P 100) Index.

                           c.       A Futures Contract Exempt From Prior
                                    Notification under this Policy (as described
                                    above).

                           d.       A Fully Discretionary Account.

                           e.       With respect to Advisory Employees who are
                                    employed by BlackRock International, Ltd.,
                                    securities of a company listed on the
                                    Financial Times Stock Exchange 100 (FTSE
                                    100).

------------------
(9)      SEC Rule 17j-l places restrictions on the purchase or sale of any
         "security held or to be acquired" by a registered investment company.
         Rule 17j-l(e)(6) defines a "security held or to be acquired" by a
         registered investment company as including any security which, within
         the most recent 15 days, "is being or has been considered by such
         company or its investment advisor for purchase by such company."

                                       13


<PAGE>



III.     INSIDE INFORMATION AND SERVICE AS A DIRECTOR

         A.       INSIDE INFORMATION

         As an employee of a subsidiary of PNC and BlackRock, Inc., you must
comply with the PNC Insider Trading Policy and the BlackRock, Inc. Insider
Trading Policy. A copy of the PNC Insider Trading Policy is included in Section
E of the PNC Code of Ethics. A copy of the BlackRock, Inc. Insider Trading
Policy was furnished to all employees at the time of its adoption and is
furnished to all new employees at the commencement of their employment. In
addition, as an Advisory Employee, you must notify the General Counsel of
BlackRock if you receive or expect to receive material non-public information
about an entity that issues securities. The General Counsel will determine the
restrictions, if any, that will apply to your communications and activities
while in possession of that information. In general, those restrictions will
include:

                  1.       An undertaking not to trade, either on your own
                           behalf or on behalf of an Advisory Client, in the
                           securities of the entity about which you have
                           material non-public information.

                  2.       An undertaking not to disclose material non-public
                           information to other Advisory Employees.

                  3.       An undertaking not to participate in discussions with
                           or decisions by other Advisory Employees relating to
                           the entity about which you have material non-public
                           information.

The General Counsel, in cooperation with the Compliance Officer, will maintain a
"restricted list" of entities about which Advisory Employees may have material
non-public information. This "restricted list" will be available to the
Compliance Officer when he or she conducts investigations or reviews related to
the Prior Notification Procedure described previously in Section II(D)(1) or the
Post-Trade Monitoring process described below in Section V(B)(3).

         B.       SERVICE AS A DIRECTOR

         You may not serve on the board of directors or other governing board of
any entity unless you have received the prior written approval of the General
Counsel of PNC, to the extent such approval is required under the terms of the
PNC Code of Ethics, and the General Counsel of BlackRock. If permitted to serve
on a governing board, an Advisory Employee will be isolated from those Advisory
Employees who make investment decisions regarding the securities of that entity,
through a "Chinese wall" or other procedures determined by the General Counsel
of BlackRock. In general, the "Chinese wall" or other procedures will include:

                  1.       An undertaking not to trade or to cause a trade on
                           behalf of an Advisory Client in the securities of the
                           entity on whose board you serve.


                                       14


<PAGE>




                  2.       An undertaking not to disclose material non-public
                           information about that entity to other Advisory
                           Employees.

                  3.       An undertaking not to participate in discussions with
                           or decisions by other Advisory Employees relating to
                           the entity on whose board you serve.

Any entity on whose board an Advisory Employee serves will be included on the
"restricted list" referenced in subsection A, above.

IV.      EXEMPTIONS

         The Compliance Committee, in its discretion, may grant case-by-case
exceptions to any of the foregoing requirements, restrictions or prohibitions,
except that the Compliance Commit tee may not exempt any Investment Transaction
in a Security (other than an Exempt Security) or a Futures Contract from the
Policy's reporting requirements. Exemptions from the Policy's prior notification
requirements and from the Policy's restrictions on acquisitions in initial
public offerings, short-term trading and trading during blackout periods will
require a determination by the Compliance Committee that the exempted
transaction does not involve a realistic possibility of violating the general
principles described at the beginning of this Policy. An application for a
case-by-case exemption, in accordance with this paragraph, should be made in
WRITING to the Compliance Officer, who will promptly forward that written
request to the members of the Compliance Committee.

V.       COMPLIANCE

         A.       CERTIFICATIONS

                  1.       UPON RECEIPT OF THIS POLICY

         Upon commencement of your employment or the effective date of this
Policy, whichever occurs later, you will be required to acknowledge receipt of
your copy of this Policy by complet ing and returning to the Compliance Officer
a copy of the form attached hereto as Appendix II. By that acknowledgment, you
will also agree:

                  1.       To read the Policy, to make a reasonable effort to
                           understand its provi sions, and to ask the Compliance
                           Officer questions about those provisions you find
                           confusing or difficult to understand.

                  2.       To comply with the Policy, including its general
                           principles, its reporting requirements, its
                           prohibitions, its prior notification requirements,
                           its short- term trading and blackout restrictions.

                                       15


<PAGE>



                  3.       To advise the members of your Immediate Family about
                           the existence of the Policy, its applicability to
                           their personal Investment Transactions, and your
                           responsibility to assure that their personal
                           Investment Transactions comply with the Policy.

                  4.       To cooperate fully with any investigation or inquiry
                           by or on behalf of the Compliance Officer or the
                           Compliance Committee to determine your compliance
                           with the provisions of the Policy.

In addition, your acknowledgment will recognize that any failure to comply with
the Policy and to honor the commitments made by your acknowledgment may result
in disciplinary action, including dismissal

                  2.       ANNUAL CERTIFICATE OF COMPLIANCE

         You are required to certify on an annual basis, on a copy of the form
attached hereto as Appendix III, that you have complied with each provision of
your initial acknowledgment (see above). In particular, your annual
certification will require that you certify that you have read and that you
understand the Policy, that you recognize that you are subject to its
provisions, that you complied with the requirements of the Policy during the
year just ended, and that you have disclosed, reported, or caused to be reported
all Investment Transactions required to be disclosed or reported pursuant to the
requirements of the Policy and that you have disclosed, reported or caused to be
reported all Personal Accounts and Related Accounts that hold or are likely to
hold a Security or Futures Contract in which you have a Beneficial Ownership
interest. In addition, you will be required to confirm the accuracy of the
record of information on file with the Advisor with respect to such Personal
Accounts and Related Accounts.

         B.       SUPERVISORY PROCEDURES

                  1.       THE COMPLIANCE COMMITTEE

         The policy will be implemented, monitored and reviewed by the
Compliance Committee. The initial members of the Compliance Committee will be
appointed by the management committee of BlackRock. The Compliance Committee, by
a simple majority of its members, may appoint new members of the Committee, may
replace existing members of the Committee, and may fill vacancies on the
Committee. Among other responsibilities, the Compliance Committee will consider
requests for case-by-case exemptions (described above) and will conduct
investigations (described below) of any actual or suspected violations of the
Policy. The Compliance Committee will determine what remedial actions, if any,
should be taken by an Advisor in response to a violation of the Policy. The
Compliance Committee will also provide reports (described below) regarding
significant violations of the Policy and the procedures to implement the Policy.
The Compliance Committee may recommend changes to those procedures


                                       16

<PAGE>


or to the Policy to the management of the Advisors. Finally, the Compliance
Committee will designate one person to act as Compliance Officer for all
Advisors.

                  2.       THE COMPLIANCE OFFICER

         The Compliance Officer designated by the Compliance Committee will be
responsible for the day-to-day administration of the Policy for all Advisors,
subject to the direction and control of the Compliance Committee. Based on
information supplied by the management of each Advisor, the Compliance Officer
will forward a copy of the policy to each Advisory Employee subject to the
policy and will notify each such person of his or her designation as an Advisory
Employee, Portfolio Employee or Portfolio manager. The Compliance Officer will
also be responsible for administration of the reporting and prior notification
functions described in the Policy, and will maintain the reports required by
those functions. In addition, the Compliance Officer will attempt to answer any
questions from an Advisory Employee regarding the interpre tation or
administration of the Policy. When necessary or desirable, the Compliance
Officer will consult with the Compliance Committee about such questions. The
Compliance officer may designate one or more Assistant Compliance Officers to
whom the Compliance Officer may delegate any of the duties described in this
paragraph or in the succeeding paragraph, and who shall be empowered to act on
the Compliance Officer's behalf when the Compliance Officer is absent or
unavailable.

                  3.       POST-TRADE MONITORING AND INVESTIGATIONS

         The Compliance Officer will review the Duplicate Broker Reports and
other information supplied for each Advisory Employee so that the Compliance
Officer can detect and prevent potential violations of the Policy. This
information may also be disclosed to the Advisor's auditors, attorneys and
regulators. If, based on his or her review of information supplied for an
Advisory Employee, or based on other information, the Compliance Officer
suspects that the Policy may have been violated, the Compliance Officer will
perform such investigations and make such inquiries as he or she considers
necessary. You should expect that, as a matter of course, the Compliance Officer
will make inquiries regarding any personal Investment Transac tion in a Security
or Futures Contract that occurs on the same day as a transaction in the same
Security or Futures Contract on behalf of an Advisory Client. If the Compliance
Officer reaches a preliminary conclusion that an Advisory Employee may have
violated this Policy, the Compli ance Officer will report that preliminary
conclusion in a timely manner to the Compliance Committee and will furnish to
the Committee all information that relates to the Compliance Officer's
preliminary conclusion. The Compliance Officer may also report his or her
preliminary conclusions and the information relating to that preliminary
conclusion to the Advisor's auditors, attorneys and regulators.

         Promptly after receiving the Compliance Officer's report of a possible
violation of the Policy, the Compliance Committee, with the aid and assistance
of the Compliance Officer, will conduct an appropriate investigation to
determine whether the policy has been violated and will

                                       17


<PAGE>



determine what remedial action should be taken by the Advisor in response to any
such viola tion(s). For purposes of these determinations, a majority of the
Compliance Committee will constitute a quorum and action taken by a simple
majority of that quorum constitute action by the Committee.

                  4.       REMEDIAL ACTIONS

         The remedial actions that may be recommended by the Compliance
Committee may include, but are not limited to, disgorgement of profits,
imposition of a fine, censure, demotion, suspension or dismissal. As part of any
sanction e.g., for violation of the Policy's restrictions on short-term trading
or trading during blackout periods, you may be required to reverse or unwind a
transaction and to forfeit any profit or to absorb any loss from the
transaction. If an Investment Transaction may not be reversed or unwound, you
may be required to disgorge any profits associated with the transaction, which
profits will be distributed in a manner prescribed by the Compliance Committee
in the exercise of its discretion. Profits derived from Investment Transactions
in violation of this policy may not be offset by any losses from Investment
Transactions in violation of this Policy. Finally, evidence suggesting
violations of criminal laws will be reported to the appropriate authorities, as
required by applicable law.

         In determining what, if any, remedial action is appropriate in response
to a violation of the Policy, the Compliance Committee will consider, among
other factors, the gravity of your violation, the frequency of your violations,
whether any violation caused harm or the potential of harm to any Advisory
Client, whether you knew or should have known that your Investment Transaction
violated the Policy, whether you engaged in an Investment Transaction with a
view to making a profit on the anticipated market action of a transaction by an
Advisory Client, your efforts to cooperate with the Compliance Officer's
investigation, and your efforts to correct any conduct that led to a violation.
In rare instances, the Compliance Committee may find that, for equitable
reasons, no remedial action should be taken.

                  5.       REPORTS OF VIOLATIONS REQUIRING SIGNIFICANT REMEDIAL
                           ACTION

         In a timely manner, and not less frequently than annually, the
Compliance Committee will report to the management committee of BlackRock, and
to the directors or trustees of each investment company that is an Advisory
Client, any known Policy violation requiring significant remedial action (as
defined below) and the disposition of that violation. For this purpose, a
significant remedial action means any action that has a significant financial
effect on the violator. Evidence suggesting violations of criminal laws will be
reported to the appropriate authorities, as required by applicable law.

                                       18


<PAGE>



                  6.       ANNUAL REPORTS

         The Compliance Committee will furnish an annual report to the
management committee of BlackRock, and to the directors or trustees of each
investment company that is an Advisory Client, that, at a minimum, will:

                  1.       Summarize existing procedures and restrictions
                           concerning personal investing by Advisory Employees
                           and any changes in those procedures and restrictions
                           that were made during the previous year;

                  2.       Summarize any violations of the Policy that resulted
                           in significant reme dial action during the previous
                           year; and

                  3.       Describe any changes in existing procedures or
                           restrictions that the Com pliance Committee
                           recommends based upon its experience under the
                           Policy, evolving industry practices, or developments
                           in applicable laws or regulations.

VI.      EFFECTIVE DATE

         The provisions of this Policy will take effect on October 1, 1998.
Amendments to this Policy will take effect at the time such amendments are
promulgated and distributed to the Advisory Employees governed by this Policy.

                                       19


<PAGE>


                                   APPENDIX I

                        DEFINITIONS OF CAPITALIZED TERMS

         The following definitions apply to the capitalized terms used in the
Policy:

ADVISOR

         The term "Advisor" means any entity affiliated with BlackRock, whether
now in existence or formed after the date hereof, that is registered as (i) an
investment advisor under the Investment Advisers Act of 1940, as amended, or
(ii) a broker-dealer under the Securities Exchange Act of 1934, as amended,
other than any such investment advisor or broker-dealer that has adopted its own
employee investment transaction policy.

ADVISORY CLIENT

         The term "Advisory Client" means a registered investment company, an
institutional investment client, a personal trust or estate, a guardianship, an
employee benefit trust, or another client with which the Advisor by which you
are employed or with which you are associated has an investment management,
advisory or sub-advisory contract or relationship.

ADVISORY EMPLOYEE

         The term "Advisory Employee" means an officer, director, or employee of
an Advisor, or any other person identified as a "control person" on the Form ADV
or the Form BD filed by the Advisor with the U.S. Securities and Exchange
Commission, (1) who, in connection with his or her regular functions or duties,
generates, participates in, or obtains information regarding that Advisor's
purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose
regular functions or duties relate to the making of any recommendations with
respect to such purchases or sales; or (3) who obtains information or exercises
influence concerning investment recommen dations made to an Advisory Client of
that Advisor or who has line oversight or management responsibilities over
employees who obtain such information or who exercise such influence.

BENEFICIAL OWNERSHIP

         As a GENERAL MATTER, you are considered to have a "Beneficial
Ownership" interest in a Security or Futures Contract if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in that Security. YOU ARE PRESUMED TO HAVE A BENEFI CIAL
OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR
JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW).
In addition, unless specifically excepted by the Compliance Officer based on a
showing that your interest or control is sufficiently attenuated to avoid the
possibility of a conflict, you will be


                                       A-1

<PAGE>




considered to have a Beneficial Ownership interest in a Security or Futures
Contract held by: (1) a JOINT ACCOUNT to which you are a party, (2) a
PARTNERSHIP in which you are a general partner, (3) a LIMITED LIABILITY COMPANY
in which you are a manager-member, or (4) a TRUST in which you or a member of
your Immediate Family has a vested interest. Although you may have a Beneficial
Ownership interest in a Security or Futures Contract held in a Fully
Discretionary Account (as defined below), the application of this Policy to such
a Security or Futures Contract may be modified by the special exemptions
provided for Fully Discretionary Accounts.

         As a TECHNICAL MATTER, the term "Beneficial Ownership" for purposes of
this Policy will be interpreted in the same manner as it would be under SEC Rule
16a-1(a)(2) in determining whether a person has beneficial ownership of a
security for purposes of Section 16 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder.

BLACKROCK

         The term "BlackRock" means BlackRock, Inc.

COMPLIANCE COMMITTEE

         The term "Compliance Committee" means the committee of persons who have
responsi bility for implementing, monitoring and reviewing the Policy, in
accordance with Section V(B)(1) of the Policy.

COMPLIANCE OFFICER

         The term "Compliance Officer" means the person designated by the
Compliance Committee as responsible for the day-to-day administration of the
Policy in accordance with Section V(B)(2) of the Policy.

DUPLICATE BROKER REPORTS

         The term "Duplicate Broker Reports" means duplicate copies of
confirmations of transactions in your Personal or Related Accounts and of
periodic statements for those accounts.

EXEMPT SECURITY

         The term "Exempt Security" means any Security (as defined below) not
included within the definition of Security in SEC Rule l7j-1(e)(5) under the
Investment Company Act of 1940, as amended, including:

                  1.       A direct obligation of the Government of the United
                           States;

                  2.       Shares of registered open-end investment companies;
                           and


                                       A-2

<PAGE>



                  3.       High quality short-term debt instruments, including,
                           but not limited to, bankers' acceptances, bank
                           certificates of deposit, commercial paper and
                           repurchase agreements. For these purposes, a "high
                           quality short-term debt instrument" means any
                           instrument having a maturity at issuance of less than
                           366 days and which is rated in one of the highest two
                           rating categories by a Nationally Recognized
                           Statistical Rating Organization, or which is unrated
                           but is of comparable quality.

                  4.       For Advisory Employees employed by BlackRock
                           International, Ltd., shares of authorized unit
                           trusts, open-ended investment companies (OEIC's) and
                           direct obligations of the Government of the United
                           King dom.

FIXED INCOME SECURITIES

         For purposes of this Policy, the term "Fixed Income Securities" means
fixed income Securities issued by agencies or instrumentalities of, or
unconditionally guaranteed by, the Government of the United States, corporate
debt Securities, mortgage-backed and other asset- backed Securities, fixed
income Securities issued by state or local governments or the political
subdivisions thereof, structured notes and loan participations, foreign
government debt Securi ties, and debt Securities of international agencies or
supranational agencies. For purposes of this Policy, the term "Fixed Income
Securities" will not be interpreted to include U.S. Government Securities or any
other Exempt Security (as defined above).

FULLY DISCRETIONARY ACCOUNT

         The term "Fully Discretionary Account" means a Personal Account or
Related Account (as defined below) managed or held by a broker-dealer, futures
commission merchant, invest ment advisor or trustee as to which neither you nor
an Immediate Family Member (as defined below): (a) exercises any investment
discretion; (b) suggests or receives notice of transactions prior to their
execution; and (c) otherwise has any direct or indirect influence or control. In
addition, to qualify as a Fully Discretionary Account, the individual broker,
registered represen tative or merchant responsible for that account must not be
responsible for nor receive advance notice of any purchase or sale of a Security
or Futures Contract on behalf of an Advisory Client. To qualify an account as a
Fully Discretionary Account, the Compliance Officer must receive and approve a
written notice, in the form attached hereto as Appendix VIII, that the account
meets the foregoing qualifications as a Fully Discretionary Account.

FUTURES CONTRACT

         The term "Futures Contract" includes (a) a futures contract and an
option on a futures contract traded on a U.S. or foreign board of trade, such as
the Chicago Board of Trade, the

                                       A-3

<PAGE>



Chicago Mercantile Exchange, the New York Mercantile Exchange, or the London
International Financial Futures Exchange (a "Publicly-Traded Futures Contract"),
as well as (b) a forward contract, a "swap", a "cap", a "collar", a "floor" and
an over-the-counter option (other than an option on a foreign currency, an
option on a basket of currencies, an option on a Security or an option on an
index of Securities, which fall within the definition of "Security") (a
"Privately- Traded Futures Contract"). You should consult with the Compliance
Officer if you have any doubt about whether a particular Investment Transaction
you contemplate involves a Futures Contract. For purposes of this definition, a
Publicly-Traded Futures Contract is defined by its expiration month, i.e., a
Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in June is
treated as a separate Publicly-Traded Futures Contract, when compared to a
Publicly- Traded Futures Contract on a U.S. Treasury Bond that expires in July.

IMMEDIATE FAMILY

         The term "Immediate Family" means any of the following persons who
RESIDE IN YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT: your
spouse, any child, stepchild, grandchild, parent, stepparent, grandparent,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including any adoptive relationships.

INVESTMENT TRANSACTION

         For purposes of this Policy, the term "Investment Transaction" means
any transaction in a Security or Futures Contract in which you have, or by
reason of the transaction will acquire, a Beneficial Ownership interest. The
exercise of an option to acquire a Security or Futures Contract is an Investment
Transaction in that Security or Futures Contract

PERSONAL ACCOUNT

         The term "Personal Account" means the following accounts that hold or
are likely to hold a Security or Futures Contract in which you have a Beneficial
Ownership interest:

        o         any account in your individual name;

        o         any joint or tenant-in-common account in which you have an
                  interest or are a participant;.

        o         any account for which you act as trustee, executor, or
                  custodian; and

         o        any account over which you have investment discretion or have
                  the power (whether or not exercised) to direct the acquisition
                  or disposition of Securities or Futures Contracts (other than
                  an Advisory Client's account that you manage or over which you
                  have investment discretion), including the accounts of any
                  individual or entity that is managed or controlled directly or
                  indirectly by or

                                       A-4

<PAGE>



                  through you. There is a presumption that you can control
                  accounts held by members of your Immediate Family sharing the
                  same household. This presump tion may be rebutted only by
                  convincing evidence.

POLICY

         The term 'Policy" means this Employee Investment Transaction Policy.

PORTFOLIO EMPLOYEE

         The term "Portfolio Employee" means a Portfolio Manager or an Advisory
Employee who provides information or advice to a Portfolio Manager, who helps
execute a Portfolio Manager's decisions, or who directly supervises a Portfolio
Manager.

PORTFOLIO MANAGER

         The term "Portfolio Manager" means any employee of an Advisor who has
the authority, whether sole or shared or only from time to time, to make
investment decisions or to direct trades affecting an Advisory Client.

RELATED ACCOUNT

         The term "Related Account" means any account, other than a Personal
Account, that holds a Security or Futures Contract in which you have a direct or
indirect Beneficial Ownership interest (other than an account over which you
have no investment discretion and cannot otherwise exercise control) and any
account (other than an Advisory Client's account) of any individual or entity to
whom you give advice or make recommendations with regard to the acquisition or
disposition of Securities or Futures Contracts (whether or not such advice is
acted upon).

RELATED SECURITY

         The term "Related Security" means, as to any Security, any instrument
related in value to that Security, including, but not limited to, any option or
warrant to purchase or sell that Security, and any Security convertible into or
exchangeable for that Security. For example, the purchase and exercise of an
option to acquire a Security is subject to the same restrictions that would
apply to the purchase of the Security itself.

SECURITY

         As a GENERAL MATTER, the term "Security" means any stock, note, bond,
debenture or other evidence of indebtedness (including any loan participation or
assignment), limited partnership interest, or investment contract, OTHER THAN AN
EXEMPT SECURITY (as defined above). The term

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"Security" includes an OPTION on a Security, an index of Securities, a currency
or a basket of currencies, including such an option traded on the Chicago Board
of Options Exchange or on the New York, American, Pacific or Philadelphia Stock
Exchanges as well as such an option traded in the over-the-counter market. The
term "Security" does NOT include a physical commodity or a Futures Contract. The
term "Security" may include an interest in a limited liability company (LLC) or
in a private investment fund.

         As a TECHNICAL MATTER, the term "Security" has the meaning set forth in
Section 2(a)(36) of the Investment Company Act of 1940, which defines a Security
to mean:

         Any note, stock, treasury stock, bond debenture, evidence of
         indebtedness, certificate of interest or participation in any
         profit-sharing agreement, collateral-trust certificate, preorganization
         certificate or subscription, transferable share, investment contract,
         voting- trust certificate, certificate of deposit for a security,
         fractional undivided interest in oil, gas, or other mineral rights, any
         put, call, straddle, option, or privilege 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 any
         put, call, straddle, option, or privilege entered into on a national
         securities exchange relating to foreign currency, or, in general, any
         interest or instrument commonly known as a "security", or any
         certificate of interest or instrument commonly known as a "security",
         or any certificate of interest or participation in, temporary or
         interim certificate for, receipt for, guarantee of, warrant or right to
         subscribe to or purchase any of the foregoing,

EXCEPT THAT the term "Security" does not include any Security that is an Exempt
Security (as defined above), a Futures Contract (as defined above), or a
physical commodity (such as foreign exchange or a precious metal).

310801.01-New York S5A

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