UBS GLOBAL ASSET MANAGEMENT - AMERICAS

                                 CODE OF ETHICS





















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                                TABLE OF CONTENTS



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1. INTRODUCTION.....................................................................................1



2. TYPES OF ACCOUNTS

    2.1  Covered Accounts...........................................................................3

    2.2  Joint Accounts.............................................................................3

    2.3  Investment Clubs...........................................................................3



3. ESTABLISHING COVERED ACCOUNTS

    3.1  Use of Authorized Brokers..................................................................3

    3.2  Discretionary Accounts.....................................................................4

    3.3  Reporting..................................................................................5

    3.4  Copying Compliance Department on Statements and Confirms ..................................5



4. TRADING RESTRICTIONS

    4.1  Preclearance Requirements..................................................................5

    4.2  Frequency..................................................................................7

    4.3  Holding Period.............................................................................7

    4.4  Lockout Period.............................................................................8

    4.5  Prohibited Transactions....................................................................8

    4.6  Initial Public Offerings...................................................................9

    4.7  Investment in Partnerships and other Private Placements....................................9

    4.8  Options............................. ......................................................9

    4.9  Futures...................................................................................10



5. REPORTING AND CERTIFICATION REQUIREMENTS

    5.1  Initial Holdings Report and Certification.................................................10

    5.2  Quarterly Transactions Report for Covered Persons and Interested Directors................10

    5.3  Quarterly Transactions Report for Independent Directors...................................11

    5.4  Annual Certification for Covered Persons, Interested Directors and Independent Directors..11



6. ADMINISTRATION AND ENFORCEMENT

    6.1  Review of Personal Trading Information....................................................11

    6.2  Annual Reports to the Mutual Fund Boards of Directors and UBS Global CEOs.................11

    6.3  Sanctions and Remedies....................................................................12

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LIST OF FUNDS.....................................................................................Appendix A



TRADE REQUEST FORM ...............................................................................Appendix B



OUTSIDE ACCOUNT REQUEST FORM......................................................................Appendix C



PRIVATE PLACEMENT REQUEST FORM....................................................................Appendix D



INVESTMENT CLUB PRE-APPROVAL FORM.................................................................Appendix E



DISCRETIONARY ACCOUNT ATTESTATION.................................................................Appendix F



CONSULTANTS AND TEMPORARY EMPLOYEE REPORTING REQUIREMENTS.........................................Appendix G



TRANSACTION REQUIREMENT MATRIX....................................................................Appendix H



LIST OF AUTHORIZED BROKER-DEALERS.................................................................Appendix I

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                      UBS GLOBAL ASSET MANAGEMENT-AMERICAS

                                 CODE OF ETHICS



1. INTRODUCTION



     UBS Global Asset Management ("UBS Global AM")1 has many important assets.

Perhaps the most valuable is its established and unquestioned reputation for

integrity. Preserving this integrity demands the continuing alertness of every



employee. Each employee must avoid any activity or relationship that may reflect

unfavorably on UBS Global AM as a result of a possible conflict of interest, the

appearance of such a conflict, the improper use of confidential information or

the appearance of any impropriety. Although no written code can take the place

of personal integrity, the following, in addition to common sense and sound

judgment, should serve as a guide to the minimum standards of proper conduct.

This Code of Ethics ("Code") is designed to ensure, among other things, that all

employees conduct their personal securities transactions in a manner where

clients' interests are placed first and foremost and are consistent with the

law. Any conduct that violates this Code is unacceptable and always constitutes

an activity beyond the scope of the employee's legitimate employment.



     The Code is designed to detect and prevent conflicts of interests between

its employees, officers and directors and its Advisory Clients2 that may arise

due to personal investing activities. UBS Global also has established separate

procedures designed to detect and prevent insider trading ("Insider Trading

Procedures"), which should be read together with this Code.



     Personal investing activities of "Covered Persons" (defined below) can

create conflicts of interests that may compromise our fiduciary duty to Advisory

Clients. As a result, Covered Persons must avoid any transaction that involves,

or even appears to involve, a conflict of interests, diversion of an Advisory

Client investment opportunity, or other impropriety with respect to dealing with

an Advisory Client or acting on behalf of an Advisory Client.



     As fiduciaries, Covered Persons must at all times comply with the following

principles:



     A.   CLIENT INTERESTS COME FIRST. Covered Persons must scrupulously avoid

          serving their own personal interests ahead of the interests of

          Advisory Clients. If a Covered Person puts his/her own personal

          interests ahead of an Advisory Client's, or violates the law in any

          way, he/she will be subject to disciplinary action, even if he/she is

          in technical compliance with the Code.



     B.   AVOID TAKING ADVANTAGE. Covered Persons may not make personal

          investment decisions based on their knowledge of Advisory Client

          holdings or transactions. The most common example of this is "front

          running," or knowingly engaging in a personal transaction ahead of an

          Advisory Client with the expectation that the Advisory Client's

          transaction will cause a favorable move in the market. This

          prohibition applies whether a Covered Person's transaction is in the

          same direction as the transaction placed on behalf of an Advisory

          Client (for example, two purchases) or the opposite direction (a

          purchase and sale).





1 When used in this Code "UBS Global Asset Management" and "UBS Global AM"

includes UBS Global Asset Management (US) Inc. and UBS Global Asset Management

(Americas) Inc. We refer to these entities collectively as UBS Global Advisors.



2 Advisory Client means any client (including but not limited to mutual funds,

closed-end funds and separate accounts) for which UBS Global serves as an

investment adviser or subadviser, to whom it renders investment advice, or for

whom it makes investment decisions.



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     If you are uncertain whether a real or apparent conflict exists in any

particular situation, you should consult with the Compliance Department

immediately.



     This Code applies to each of the UBS Global Advisors and the registered

investment companies for which a UBS Global Advisor serves as investment

manager, investment advisor and/or principal underwriter ("Funds") that are

listed on Appendix A (which may be amended from time to time). The Code sets

forth detailed policies and procedures that Covered Persons of UBS Global

Advisors must follow in regard to their personal investing activities. ALL

COVERED PERSONS ARE REQUIRED TO COMPLY WITH THE CODE AS A CONDITION OF CONTINUED

EMPLOYMENT.



WHO IS SUBJECT TO THE CODE?



     COVERED PERSONS. For purposes of this Code, COVERED PERSON is defined as:



     o    Each employee, officer and director of a UBS Global Advisor, their

          spouses and members of their immediate families;3



     o    An employee, officer or director of any UBS AG affiliate who is

          domiciled on the premises of UBS Global AM for a period of 30 days or

          more; and



     o    Consultants and other temporary employees hired for a period of 30

          days or more whose duties include access to UBS Global's technology

          and systems, AND/OR TRADING INFORMATION IN ANY FORM, unless they

          obtain a written exemption from the Compliance Department. Consultants

          and other temporary employees who are employed for less than a 30-day

          period, but who have access to UBS Global AM's trading information,

          will be subject to the reporting requirements described in Appendix G.



     INTERESTED DIRECTORS OF A FUND. Directors of any Fund that is an Advisory

Client (current Funds are listed on Appendix A) who are not Covered Persons but

who are affiliated with another subsidiary of UBS AG ("Interested Directors")

are subject to the following sections of the Code:



          Section 5.1 Initial Holdings Report and Certification

          Section 5.2 Quarterly Transactions Report for Covered Persons and

                      Interested Directors

          Section 5.4 Annual Certification for Covered Persons, Interested

                      Directors and Independent Directors



     INDEPENDENT DIRECTORS OF A FUND. Directors of a Fund who are not affiliated

with a UBS Global Advisor as well as interested directors who do not have access

to non-public information regarding the Portfolio Holdings of any fund advised

by a UBS Global AM Advisor or who are not involved in making securities

recommendations or have access to such recommendations that are not public are

subject only to the following sections of the Code:



          Section 5.3 Quarterly Transactions Report for Independent Directors



          Section 5.4 Annual Certification for Covered Persons, Interested

                      Directors and Independent Directors





3 Immediate family includes your spouse, children and/or stepchildren and other

relatives who live with you if you contribute to their financial support.



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2. TYPES OF ACCOUNTS



     2.1 COVERED ACCOUNTS



     "COVERED ACCOUNT" includes any securities account (held at a broker-dealer,

transfer agent, investment advisory firm, or other financial services firm) in

which a Covered Person has a beneficial interest or over which a Covered Person

has investment discretion or other control or influence.5 Restrictions placed on

transactions executed within a Covered Account also pertain to investments held

outside of an account over which a Covered Person has physical control, such as

a stock certificate.6



     2.2  JOINT ACCOUNTS



     Covered Persons are prohibited from entering into a joint account with any

Advisory Client.



     2.3 INVESTMENT CLUBS



     A Covered Person may participate in an investment club only if he/she

obtains the prior written approval of the Compliance Department. Requests for

approval must be submitted on the Investment Club Pre-Approval Form (See

Appendix E). Approval will only be granted if the Covered Person can ensure that

the investment club will comply with all of the provisions of this Code.



     If the Covered Person can demonstrate that he/she does not participate in

investment decision-making, then a waiver of the preclearance requirement may be

granted. An exemption from the preclearance requirement will not be granted if

the Covered Person has influence or control over the club's investment decisions

or if Covered Persons make up 50% or more of the club's membership.



     The Compliance Department will periodically review investment club trading

for abuses and conflicts and reserves the right to cancel approval of

participation or to subject all of the club's trades to preclearance and other

requirements. 7 Investment club accounts may not be used to undermine these

procedures.



3. ESTABLISHING COVERED ACCOUNTS



     3.1 USE OF AUTHORIZED BROKERS



GENERALLY, COVERED PERSONS MAY MAINTAIN A COVERED ACCOUNT ONLY WITH AUTHORIZED

BROKER-DEALERS. The current list of Authorized Brokers, which is subject to

change from time to time, is included in Appendix I. ANY EXCEPTIONS TO THIS RULE

MUST BE APPROVED IN WRITING BY THE COMPLIANCE DEPARTMENT (SEE APPENDIX C FOR THE

APPROPRIATE FORM). HOWEVER, COVERED PERSONS HIRED ON OR BEFORE DECEMBER 31, 2001

AND WHO MAINTAIN A COVERED ACCOUNT AT AN UNAUTHORIZED BROKER-DEALER THAT WAS

OPENED ON OR BEFORE JUNE 30, 2002 MAY CONTINUE TO MAINTAIN THE ACCOUNT WITH THE

UNAUTHORIZED BROKER. COVERED PERSONS MUST OBTAIN PRIOR WRITTEN APPROVAL FROM THE

COMPLIANCE DEPARTMENT TO OPEN A FUTURES ACCOUNT.



5 Beneficial interest in an account includes any direct or indirect financial

interest in an account.



6 Covered Accounts also include accounts for which a Covered Person has power of

attorney, serves as executor, trustee or custodian, and corporate or investment

club accounts.



7 Transactions effected through an investment club are subject to the reporting

requirements outlined in Section 5.

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EXCEPTIONS. The following Covered Accounts may be maintained away from an

Authorized Broker without obtaining prior approval. NOTE: COVERED PERSONS ARE

REQUIRED TO REPORT ALL COVERED ACCOUNTS PURSUANT TO THE REPORTING AND

CERTIFICATION REQUIREMENTS OF SECTION 5 BELOW.



MUTUAL FUND ONLY ACCOUNTS. Any account that permits a Covered Person only to buy

     and sell shares of open-end mutual funds for which UBS Global does not

     serve as investment adviser or subadviser and CANNOT be used to trade any

     other types of securities like stocks or closed-end funds.



401(K) PLANS. Any account with a 401(k) retirement plan that a Covered Person

     established with a previous employer, provided that the investments in the

     plan are limited to pooled investment options (e.g., open-end mutual

     funds). A 401(k) plan account that permits you to trade individual

     securities or invest in pools consisting of securities of a single issuer

     must be approved by the Compliance Department. The UBS SIP plan or any

     successor UBS 401(k) plan is not an excepted account within this

     definition.



INVESTMENTS IN THE PHYSICAL CONTROL OF A COVERED PERSON. Covered Persons may

     maintain physical possession of an investment (for example, a stock

     certificate).



YOU MUST OBTAIN APPROVAL TO MAINTAIN THE FOLLOWING COVERED ACCOUNTS:



INVESTMENTS DIRECLY WITH ISSUERS (OR THEIR TRANSFER AGENTS). Covered Persons may

participate in direct investment plans that allow the purchase of an issuer's

securities without the intermediation of a broker-dealer provided that timing of

such purchases is determined by the plan (e.g., dividend reinvestment plans

("DRIPS")). Such investments must be approved prior to the initial purchase of

the issuer's securities. ONCE APPROVED, YOU ARE NOT REQUIRED TO PRECLEAR

PURCHASES OR SALES OF SHARES IN THE PLAN, ALTHOUGH TRANSACTIONS AND HOLDINGS

MUST BE REPORTED. HOWEVER, IF YOU WITHDRAW THE SECURITIES AND HOLD A CERTIFICATE

OR TRANSFER THEM TO A BROKERAGE ACCOUNT, SUBSEQUENT SALES ARE SUBJECT TO

PRECLEARANCE AS WELL AS THE 30-DAY HOLDING PERIOD.



     3.2 DISCRETIONARY ACCOUNTS.



     Covered Persons must obtain Compliance Department approval in order to open

discretionary securities accounts. A discretionary account is one where all

investment decisions are made by a third-party who is unrelated to the Covered

Person or is not otherwise a Covered Person ("Discretionary Account"). Although

Discretionary Accounts are exempt from the provisions of Section 4 (Trading

Restrictions) of this Code, they are still Covered Accounts and must comply with

all other provisions of this Code, including this Section and Section 5

(Reporting and Certification Requirements). In order to obtain necessary

approval to open a Discretionary Account, Covered Persons must provide the

following to the Compliance Department:

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