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                              COMPLIANCE DEPARTMENT



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                                COMPLIANCE MANUAL



II.  CODE OF ETHICS AND PROFESSIONAL STANDARDS; AVOIDING CONFLICTS OF INTERESTS

     AND PROHIBITED ACTS



A.   CODE OF ETHICS AND PROFESSIONAL STANDARDS



All INVESCO Institutional employees must be guided in their actions by the

highest of ethical and professional standards. They must avoid even the

appearance of conflicts of interest. All employees should consider adherence to

the following Code of Ethics and Professional Standards to be a condition of

employment with INVESCO.



     1.   The personal integrity of all employees must be beyond doubt. INVESCO

          Institutional personnel are professional, judicious, accurate,

          objective and reasonable in dealing with clients, with other parties

          and with one another.



     2.   All members of the organization must act within the spirit and the

          letter of all federal, state and local laws and regulations that apply

          to investment advisers and to the general conduct of business. They

          also must act within the spirit and the letter of the policies and

          procedures set forth in this Compliance Manual.



     3.   The interests of INVESCO's clients must at all times take precedence

          over any personal interests. INVESCO Institutional employees must be

          alert for such conflicts. When an employee finds that his or her

          personal interests may be in conflict with those of a client, he or

          she must report the conflict to the INVESCO Institutional Compliance

          Department for resolution.



     4.   Employees must strictly comply with INVESCO Institutional's Insider

          Trading Policies and Personal Securities Trading Rules. (See Section

          III. of this Manual.)



     5.   Employees must not accept compensation of any sort for services from

          sources outside of INVESCO without the prior approval of the INVESCO

          Institutional Compliance Department. (See Section II.C. of this

          Manual.)



     6.   Employees must protect the confidentiality of information about

          clients and their affairs, as well as INVESCO's actions and

          recommendations on their behalf.



INVESCO Institutional employees must strictly adhere to the policies set forth

in this Code of Ethics and Professional Standards and this Compliance Manual.

Disciplinary action up to and including dismissal will be imposed for

violations. All employees who have obtained or are candidates for the

designation of Chartered Financial Analyst from the Association of Investment

Management and Research (AIMR) also are governed by AIMR's Code of Ethics and

Standards of Professional Conduct. If you have questions you should contact the

Compliance Department.



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II.  CODE OF ETHICS AND PROFESSIONAL STANDARDS; AVOIDING CONFLICTS OF INTERESTS

     AND PROHIBITED ACTS



B.   GUIDELINES FOR AVOIDING PROHIBITED ACTS



INVESCO Institutional employees are prohibited from engaging in the following

acts:



     1.   Directing or recommending purchases or sales of securities that are

          not in accordance with the client's investment objectives and

          guidelines.



     2.   Attempting to influence any client to purchase, sell or retain any

          securities for the purpose of seeking any form of personal gain.



     3.   Warranting the value or price of any security or guaranteeing its

          future performance.



     4.   Promising or representing that an issuer of securities will meet its

          obligations or fulfill its investment or business objectives in the

          future.



     5.   Agreeing to protect a client against loss by repurchasing a security

          at some future time.



     6.   Owning or taking title to any funds or assets of a client.



     7.   Maintaining a joint brokerage or bank account with any client; sharing

          with any client any performance fee, carried interest or other

          benefit, profit or loss resulting from securities transactions; or

          entering into any business transaction with a client without the prior

          written approval of the Compliance Department.



     8.   Borrowing money or securities from any client, regardless of the

          relationship between the client and the INVESCO representative.



     9.   Owning, operating, managing or otherwise engaging in or being employed

          by any outside business activity on either a full-time or part-time

          basis without the prior written approval of the Compliance Department.



     10.  Failing to abide by INVESCO Institutional's Insider Trading Policies

          and Personal Securities Trading Rules. (See Section III. of this

          Manual.)



     11.  Entering orders in any account for which there is no client.



     12.  Manipulating or attempting in any way to manipulate the market for any

          securities, such as by entering matched buy and sell orders that

          create a false appearance of market activity. This also includes

          entering actual orders for the purpose of artificially inflating

          market valuations.



     13.  Engaging in any "front-running" or "scalping" of accounts, by

          purchasing or selling securities in a personal account, in violation

          of the INVESCO Institutional Insider Trading Policies and Personal

          Securities Trading procedures, when there is reason to know that

          INVESCO accounts will be purchasing or selling the same securities.

          This also includes trading for a personal account and then directing

          trades in the same securities - or influencing others to trade in the

          same securities - for clients.



     14.  Engaging in any other activity that is intended to mislead or deceive,

          or that would have the effect of misleading or deceiving others.



                                                                            II-2



{PAGE}



     15.  Conspiring with others to engage in any prohibited activity, or doing

          or attempting to do indirectly something that would be prohibited if

          done directly.



If any employee becomes aware of such prohibited conduct, or any other conduct

that may violate this Manual or any applicable law or regulation, he or she must

report the incident immediately to his or her supervisor and to the INVESCO

Institutional Compliance Department.



If you have any questions, contact the Compliance Department.



                                                                            II-3



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II.  CODE OF ETHICS AND PROFESSIONAL STANDARDS; AVOIDING CONFLICTS OF INTERESTS

     AND PROHIBITED ACTS



C.   ACTIVITIES OUTSIDE OF INVESCO



From time to time INVESCO Institutional employees may be asked to serve as

directors, trustees or officers of various groups, including foundations or

other charitable organizations or private or public companies. Some of these

positions are paid, others unpaid. Often these positions involve work on

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