<DOCUMENT>
<TYPE>EX-99.2R 3
<SEQUENCE>16
<FILENAME>subadvisorcodeofethics.txt
<TEXT>

                    FIRST INTERNATIONAL ADVISORS, LLC ("FIA")

                  CODE OF PRACTICE GOVERNING PERSONAL DEALINGS



1.  General

FIA's employees and Directors ("staff") are entitled to manage their own affairs
and are not  expected to refrain from  personal  dealings in  investments.  They
must, however, accept that the nature of their work imposes some restrictions on
the  dealings  in which they can engage and reduces the extent to which they can
claim complete privacy for their personal financial  transactions.  This applies
also to dealings  for any pension  policies or similar  arrangements  over which
they have discretion, to dealings by their spouses and children under the age of
18, and by any trust, private company or arrangement with another party in which
they or their spouse (or such other persons) or children have an effective voice
in  investment  decisions  or a beneficial  interest,  and dealings by any other
"connected person".

It is not meant to suggest that such dealings are disallowed. However, care will
be necessary on the part of those  directly or  indirectly  concerned  with such
matters to ensure that the letter and spirit of this Code are not breached.  All
members of staff should be prudent in their financial  dealings.  In particular,
they should not enter into commitments which they may be unable to meet.

         For the purpose of this Code:

     (i)  "investments"  means all types of  investments  other than  government
          securities, life policies and unit trusts;

     (ii) "dealings" include  purchases,  sales,  subscriptions,  acceptances or
          take-over  and other  offers and all other  methods of  acquiring  and
          disposing of investments;

     (iii)"connected  person" means any person who is connected with a member of
          staff by reason of a personal or business  relationship (other than by
          virtue of being a client) such that the member of staff has  influence
          over that person's judgment as to how to invest that person's property
          or exercise any rights  attaching to that  person's  investments  when
          that person is acting on that person's own account.

2.  Confidential Information

It is a fundamental  rule that staff must not use for their own advantage or for
the advantage of others (for example,  other clients),  any information that has
come into their possession relating to policy matters,  investment  decisions or
dealings  concerning  investment  business  undertaken for clients.  The duty of
confidentiality  goes  further,  however,  and a  member  of  staff  must  avoid
disclosing any confidential  information to others, whether or not the member of
staff believes the recipient of the information will benefit.

3.  Insider Dealing

Staff must comply with the Criminal Justice Act of 1993 (Part V Insider Dealing)
and all other subsequent  relevant  legislation.  A summary of the provisions of
the Act is set out in  Attachment B and a copy of the Act is available  from the
Compliance Officer.

If a member of staff is  prohibited  by the Act from  acquiring  or disposing of
investments  for  himself or a connected  person,  that member of staff must not
acquire or dispose of such  investments  for a client unless that client gives a
specific instruction unprompted by a member of staff.

4.  Personal Dealings - Conflict of Interest with clients

     (a)  Members of staff of FIA must at all times avoid actions which involve,
          or might seem to involve,  a conflict of interest  between  themselves
          (or their connected  persons) and a client. For this reason staff must
          not deal in an investment  for  themselves or a connected  person when
          they are aware that FIA or another company in the First Union Group is
          currently buying or selling that investment or a connected  investment
          (for example, an ADR or option) for a client or considering whether to
          do so. Once FIA or the other  company has completed its order (and any
          market  impact of the order has  dissipated)  or decided  not to deal,
          staff  may  do  so.  For  these  purposes,  "are  aware"  means  "have
          knowledge" and does not impose a duty to make enquiries.

     (b)  The staff of FIA must not undertake personal deals for themselves or a
          connected person directly with a client.

     (c)  Under no circumstances  should a member of staff accept placements and
          new issues directly from counterparties with whom FIA regularly deals,
          nor should they accept any  securities  at a discounted  price from an
          intermediary.

          Staging of public  issues it  permitted,  but only to the extent  that
          such application is within the individual's means and within the terms
          of issue.

     (d)  Subject as referred to in this Code, FIA hereby consents to members of
          staff  dealing in the same  investments  as FIA may deal in as part of
          the business it has been authorized to conduct by IMRO (referred to as
          "Permitted Business").

5.  Dealing Services

     (a)  Staff of FIA  dealing  on their own  account  or for the  account of a
          connected  person  may only do so  through  their own  broker or other
          counterparty and must inform the broker or counterparty concerned that
          the staff  member is an employee or Director of FIA.  Members of staff
          must not  request  or accept  from the  broker  any  credit or special
          dealing  facilities  without  the prior and  specific  consent  of the
          Managing Director of FIA.

          Before dealing,  members of staff must clear the proposed  transaction
          in advance by obtaining the approval of the Managing Director.  Within
          24 hours of the deal taking place,  the transaction  should be entered
          in  the  Personal  Dealing  Register,   which  is  maintained  by  the
          Compliance Officer,  and the entry should be initialed by the Managing
          Director.

          FIA's members of staff must  irrevocably  instruct the broker or other
          counterparty  concerned  to provide  copies of contract  notes for all
          dealings,  and any other  information  concerning the dealings of such
          member of staff and  connected  persons,  directly  to the  Compliance
          officer of FIA within one business day of the dealings.

          A file  containing  all such contract  notes will be maintained by the
          Compliance Officer.

(b)      Paragraphs 4, 5(a) and 6 of this Code do not apply to the following:

          (i)  personal  equity  plans  or  pension  arrangements  managed  on a
               discretionary  basis by a person  independent  of the  member  of
               staff and Connected Persons;

          (ii) discretionary management arrangements entered into by a member of
               staff which such an independent manager.

          Details  of such  arrangements  as  referred  to in (i) and (ii) above
          entered  into by a member of staff must be notified to the  Compliance
          Officer as soon as they have been entered into.

          (c)  Dealings  in First  Union  Corporation  (or any First Union Group
               company,  if appropriate) are not permitted except with the prior
               agreement of the Managing Director.

6.  Connected Persons

          Staff must do all in their  power to ensure  that  connected  persons,
          when acting for their own account,  observe the  requirements  of this
          Code as though they applied to those persons. If a connected person or
          a member of staff is an officer  of  employee  of  another  investment
          business and subject to the personal  dealing rules of that investment
          business instead, the Compliance Officer should be consulted.

7.  Compliance

          (a)  FIA's members of staff should  satisfy  themselves  that they and
               their connected  persons are free to deal in any security.  If in
               any doubt,  they should  consult  the  Managing  Director  before
               dealing.

          (b)  Non-compliance  with this Code and with any amendments  from time
               to time notified to members of staff will, in appropriate  cases,
               be deemed a breach of a fundamental  term of employment  and will
               be grounds for instant dismissal.


                ................................................


I agree to comply with the terms of the above Code of Practice.

Signed:  ................................................

Name:  ...................................................

Date:  ...................................................


                                  ATTACHMENT B

                    SUMMARY OF THE CRIMINAL JUSTICE ACT 1933
                            PART V (INSIDER DEALING)


     1.  Insider  dealing is governed  by the Act,  which  provides,  in general
terms,  that insider dealing by individuals in certain  circumstances  will be a
criminal offense.

     2. The current climate in the securities markets is such that conduct which
may at one time have been  considered  normal may no longer be acceptable and in
any  event is likely to be  scrutinized  and,  where  appropriate,  called  into
question. Insider dealing is increasingly being taken seriously and so care must
be taken at all times to comply with the Act.

     3. Under the Act,  insider dealing is a criminal  offense.  Insider dealing
includes:

          (a)  buying or selling directly or indirectly,  any security the price
               of  which  would  be  likely  to  be  significantly  affected  by
               information  known  to the  person  buying  or  selling  but  not
               generally available;

     or   (b)  encouraging  somebody  else to buy or sell,  whether  or not that
          person realizes the information is not generally available;

     or   (c) merely disclosing the information to another person otherwise than
          in the proper performance of your employment or profession.

     4. The Act makes  provision  for  certain  defenses  to a charge of insider
dealing but they are very limited in scope and difficult to prove.  Only in very
limited  circumstances  will your  actions  not look like an  attempt to benefit
yourself or somebody else.

     5. If you are in any doubt  whether a  transaction  you  propose to make or
information  you propose to disclose will bring you within the scope of the Act,
YOU MUST DISCUSS IT WITH THE COMPLIANCE OFFICER (or in his absence, the Managing
Director) before you take action.


     If convicted of insider dealing, you will be liable to a fine (which may be
substantial) and/or imprisonment. You will have a criminal record.

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