CODE OF ETHICS

                                      FOR

                      STAMPER CAPITAL & INVESTMENTS, INC.

                                 March 31, 1997

It is important to remember at all times that the  interests of our clients that
we advise must come first.  In order to maintain  that  priority,  all  personal
securities  transactions must be conducted in a manner consistent with this Code
of Ethics.  We must be vigilant in maintaining  the integrity of our business by
avoiding  any actual or  potential  conflicts  of  interest  or any abuse of our
position  of trust and  responsibility.  This  Code of Ethics  should be read in
conjunction with this preamble.

1. Definitions:

"Fund" means each investment  company or Mutual Fund for which Stamper Capital &
Investments, Inc. (SCI) serves as investment adviser or subadviser.

"Adviser" means Stamper Capital & Investments, Inc.

"Access Person" means any director, officer, or Advisory Person of the Adviser.

"Advisory  Person" means (i) all officers of the Adviser,  (ii) each employee of
the  Adviser,  (iii)  each  individual  who acts for any  Public  Account of the
Adviser or who obtains information  concerning any recommendations or executions
of security  transactions  of any Public Account and (iv) any person who obtains
information  concerning  any  recommendations  or executions  of Public  Account
securities  transactions and has been designated by the Compliance Officer as an
Advisory Person.

A Security is "being considered for purchase or sale by or for a Public Account"
when a  recommendation  to  purchase  or  sell a  Security  has  been  made  and
communicated and with respect to the person making the recommendation, when such
person seriously  considers making such a recommendation or intends to make such
a recommendation, or when such person has acted so as to convey an indication to
another person that a Security is under such serious  consideration or that such
person has an intention to make a purchase or sale  recommendation  with respect
thereto; nevertheless, a Security is not "being considered for purchase and sale
by a Public  Account"  solely by reason of that Security being subject to normal
review  procedures  applicable to portfolio  securities of the Public Account or
normal  review  procedures  which are part of a general  industrial  or business
study, review, survey or research or monitoring of securities markets.

"Beneficial  Owner"  shall be  determined  in the same  manner as it would be in
determining  whether a person is subject to the  provisions of Section 16 of the
Securities Exchange Act of 1934 and the rules and regulations thereunder.  ( The
meaning of the term "Beneficial owner" is summarized and illustrated in Appendix
A attached to this Code.)

"Compliance Officer" shall mean the Adviser's designated  Compliance Officer or,
in the case of such designated Compliance Officer's  unavailability or inability
to act, any officer of the Adviser designated to act in such circumstances.

"Control"  shall have the same  meaning as that set forth in Section  2(a)(9) of
the Investment Company Act of 1940 ("1940 Act").

For  purposes  of the  prohibitions  in  Sections  2(a) and 2(b) of this Code on
purchases and sales of certain  Securities,  "directly or  indirectly"  shall be
deemed to include within such  prohibitions any transaction  involving any other
Securities of the same issuer, and any derivatives of such Security.

"Disinterested  Director"  means a director  of a Public  Account  who is not an
"interested person" of the Public Account within the meaning of Section 2(a)(19)
of the 1940 Act.

 "Public  Account" means the Mutual Funds and any outside accounts for which the
Adviser  serves as  investment  adviser  or  sub-adviser  and in which it has no
ownership interest, direct or indirect.

"Purchase or sale of a Security" includes,  infer alia, the writing of an option
to purchase or sell a Security.

"Security"  shall have the  meaning  set forth in Section  2(a) (36) of the 1940
Act, except that it shall not include Securities issued by the Government of the
United States, its  instrumentalities or agencies,  bankers'  acceptances,  bank
certificates  of deposit,  commercial  paper and shares of  registered  open end
investment companies.

2. Prohibited Purchases and Sales:

a. No Advisory Person shall, unless otherwise exempted by the Board of Directors
of a Fund,  directly or  indirectly,  purchase or sell any  Security  (including
Securities sold in private placements) in which such person has, or by reason of
such transaction  acquires,  any direct or indirect beneficial ownership without
the prior approval of the Compliance Officer.

b. No Advisory Person shall acquire any Securities in an initial public
offering.

c. No Access Person shall, directly or indirectly, purchase or sell any Security
in which he or she has, or by reason of such transaction acquires, any direct or
indirect  beneficial  ownership and which to his or her actual  knowledge at the
time of such  purchase or sale: is being  considered  for purchase or sale by or
for a Public  Account;  or is the  subject  of a pending  buy or sell order by a
Public Account or is programmed for purchase or sale by or for a Public Account;
or was  purchased  or sold by or for a  Public  Account  within  the  seven  (7)
calendar day period  preceding or following  the purchase or sale by such Access
Person.

3. Exempted Transactions:

The prohibitions of Section 2 of this Code shall not apply to:

Purchases or sales  effected for any account over which the Access Person has no
direct or indirect influence or control.

Purchases or sales which are non
volitional on the part of either the Access Person or a Public Account.

Purchases which are part of an automatic dividend reinvestment plan.

Purchases  effected  upon the exercise of rights issued by an issuer pro rata to
all  holders  of a class of its  securities,  to the  extent  such  rights  were
acquired from such issuer, and sales of such rights so acquired.

Transactions  involving the exercise by an  employee's  spouse of a stock option
issued by the corporation employing the spouse.

Purchases effected through a systematic  investment plan involving the automatic
investment  of a  predetermined  amount on  predetermined  dates,  provided  the
Compliance  Officer has been previously  notified by the employee that he or she
(or his or her spouse) will be participating in the plan.

Subject to the provisions of Section 6, the giving or receiving of a security as
a gift.

Any purchase or sale,  or series of related  transactions,  involving  less than
$5,000 of the  securities of a company  listed  either on a national  securities
exchange or traded over the counter and having a market capitalization exceeding
$1 billion.

Any purchase or sale involving  futures  contracts on broad securities  indices,
such as the S&P, or interest rate futures contracts,  or options on such futures
contracts.

4. Private Placements:

In  reviewing  requests  for  approval of a  transaction  by an Advisory  Person
involving a private  placement,  the Compliance Officer shall take into account,
among other factors, whether the investment opportunity should be reserved for a
Public  Account and whether the  opportunity  is being  offered to such Advisory
Person by virtue of his or her position with the Adviser.

An Advisory  Person who has been  authorized to acquire  Securities in a private
placement  shall be required  to disclose  such  investment  when that  Advisory
Person  plays a part in any  Public  Account's  subsequent  consideration  of an
investment in the issuer.  Any such consideration of an investment in the issuer
shall be subject to review by Advisory Persons with no personal  interest in the
issuer.

5. Disgorgement by Advisory Persons of Certain Short
Term Trading Profits:

No  Advisory  Person  shall  profit  from the  purchase  and  sale,  or sale and
purchase,  of the same (or equivalent)  securities  within 60 calendar days. Any
profits  realized by such  Advisory  Person on such short term  trades  shall be
disgorged.

Any  profits  realized  by an Advisory  Person on trades  made in  violation  of
Section 2(c) of this Code shall be disgorged.

6. Gifts:

In addition to those  provisions  of the NASD Rules of Fair  Practice or similar
ethical rules  relating to the receipt of gifts and other  benefits,  all Access
Persons other than  Disinterested  Directors are  prohibited  from receiving any
gift,  gratuity,  favor award or other item or benefit  having a market value in
excess of $100 per person,  per year,  from or on behalf of any person or entity
that does,  or seeks to do,  business  with or on behalf of SCI, its  affiliates
and/or clients.  Business related  entertainment  such as meals,  tickets to the
theater or a sporting  event which are infrequent and of a non lavish nature are
excepted from this prohibition.

7. Service as a Director:

Advisory  Persons are  prohibited  from  serving on the boards of  directors  of
publicly traded  companies  unless the Compliance  Officer  determines that such
service is not  inconsistent  with the interests of the Public  Accounts  and/or
their  shareholders.  If the Compliance  Officer has approved such service by an
Advisory Person, that Advisory Person shall be isolated,  through "Chinese Wall"
procedures,  from  persons  making  investment  decisions  with  respect to such
issuer.

8. Reporting:

(a) Except as provided in paragraph (e),  every  Advisory  Person shall disclose
all personal  securities  holdings  upon  commencement  of  employment  with the
Adviser,  or  upon  such  person's  designation  as an  Advisory  Person  by the
Compliance Officer, and annually thereafter.

(b) Every Access Person (other than Disinterested  Directors) shall instruct the
broker,  dealer or bank with or through whom a Security  transaction is effected
in which such Access  Person has, or by reason of such  transaction  acquires or
sells, any direct or indirect beneficial  ownership in the Security,  to furnish
the  Compliance  Officer  duplicate  copies  of  transaction  confirmations  and
statements  of account at the same time such  confirmations  and  statements  of
account are sent to the Access  Person;  and report within 10 days after the end
of each calendar  quarter to the Compliance  Officer that such person either had
forwarded all brokerage  statements  with respect to reportable  transactions or
had no such transaction during the previous calendar quarter; provided, however,
that  no  person  shall  be  required  to  make a  report  with  respect  to any
transaction in respect to any account over which the Access Person does not have
any direct or indirect influence.

(c) Prior to the  opening of an account for the  purpose of  executing  Security
transactions,  every Access Person (other than  Disinterested  Directors)  shall
obtain the written consent of the Compliance Officer.

(d) A Disinterested  Director of a Public Account must make a disclosure  report
no later  than 10 days after the end of a  calendar  quarter  only in respect to
transactions  occurring in such quarter in a security  which such person knew or
in the ordinary course of fulfilling such person's official duties as a director
should have known,  is, was or will be  purchased  or sold,  or  considered  for
purchase  or  sale  by or on  behalf  of a  Public  Account  on the  date of the
Disinterested  Director's  transaction,  or within the 15 day period immediately
preceding or following the date of the Disinterested Director's transaction.

(e) Every  Advisory  Person  must make a  disclosure  report as  required  under
Section  8(b) of this Code in respect to any  transaction  in shares of a Mutual
Fund managed by the Adviser.

(f) No person  shall be required  to make a report  with  respect to any account
over  which  such  person  does not have any  direct or  indirect  influence  or
control.

(g) Any such disclosure report may contain a statement that the report shall not
be construed as an admission by the person making such report that he or she has
any direct or indirect beneficial  ownership in the Security to which the report
relates.

9. Sanctions:

Upon discovering a violation of Section 2(a) of this Code, the Compliance
Officer shall impose a fine in an amount he or she deems appropriate, and  upon
discovering  a violation of Sections  2(b) or (c) of this Code,  the Adviser and
the Board of Directors of any Fund  affected by such  violation  may impose such
sanctions as each deems appropriate,  including, infer alia, monetary sanctions,
a letter of  censure or  suspension  or  termination  of the  employment  of the
violator,  civil referral to the SEC or other civil regulatory  authorities,  or
criminal referral.

10. Distribution and Periodic Review of the Code:

The Compliance  Officer shall prepare a list of the Advisory  Persons and Access
Persons who are under a duty pursuant to Section 8 hereof to make reports, which
list shall be updated as necessary. The Compliance Officer shall provide to each
Advisory  Person and  Access  Person a copy of this Code of Ethics and obtain an
acknowledgment  from such person of receipt thereof.  Amendments to this Code of
Ethics shall in similar  fashion be provided to each Advisory  Person and Access
Person, who shall acknowledge receipt thereof.

The  Compliance  Officer  shall  compile a quarterly  report.  Such report shall
discuss compliance with this Code, and shall provide details with respect to any
failure to comply and the actions  taken by the Adviser  upon  discovery of such
failure.  The  Board of  Directors  of each of the Funds  may  require  that the
contents of such report be confirmed by independent outside accountants.

APPENDIX A

"Beneficial Ownership"

For purposes of the Code of Ethics,  a beneficial  owner of a security  includes
any person who,  directly or  indirectly,  through  any  contract,  arrangement,
understanding,  relationship  or  otherwise,  has or shares a direct or indirect
pecuniary interest in such security.

You have a  pecuniary  interest  in a  security  if you  have  the  opportunity,
directly  or  indirectly,  to  profit  or share  in the  profit  derived  from a
transaction in such security. You are deemed to have a pecuniary interest in any
securities  held by members of your  immediate  family  sharing your  household.
"Immediate  family" means your son or daughter  (including  your legally adopted
child) or any descendants of either,  your stepson or stepdaughter,  your father
or mother or any ancestor of either,  your  stepfather  or  stepmother  and your
spouse.  Also, you are deemed to have a pecuniary interest in securities held by
a partnership of which you are a general  partner,  and beneficial  ownership of
the securities held by such  partnership will be attributed to you in proportion
to the greater of your  capital  account or interest in the  partnership  at the
time of any  transaction  in such  securities.  You are  also  deemed  to have a
pecuniary interest in the portfolio  securities held by a corporation if you are
a  controlling  shareholder  of such  corporation  and have or share  investment
control  over  such  portfolio  securities.  Additionally,  certain  performance
related  fees  received  by  brokers,   dealers,   banks,  insurance  companies,
investment companies,  investment advisors, trustees and others may give rise to
pecuniary  interests  in  securities  over which  such  persons  have  voting or
investment control.

Securities  owned of record or held in your name  generally are considered to be
beneficially  owned by you if you have a pecuniary  interest in such securities.
Beneficial  ownership  may include  securities  held by others for your  benefit
regardless of record ownership (e.g., securities held for you or members of your
immediate family by agents, custodians,  brokers,  trustees,  executors or other
administrators; securities owned by you but which have not been transferred into
your name on the books of a company;  and securities  which you have pledged) if
you have or share a pecuniary interest in such securities.

With respect to  ownership of  securities  held in trust,  beneficial  ownership
includes the ownership of securities as a trustee in instances  either where you
as trustee  have,  or where a member of your  immediate  family has, a pecuniary
interest  in the  securities  held by the  trust  (e.g.,  by  virtue  of being a
beneficiary of the trust).

The final  determination of beneficial  ownership is a question to be determined
in light of the facts of a particular case. Thus, while you may include security
holdings  of  other  members  of  your  family,  you  may  nonetheless  disclaim
beneficial  ownership of such securities.  Any uncertainty as to whether you are
the  beneficial  owner of a security  should be brought to the  attention of the
Compliance Office

ANNUAL CODE OF ETHICS CERTIFICATION

I  acknowledge  that I have  received a copy and read the Code of Ethics,  dated
March 31,  1997,  for  Stamper  Capital &  Investments,  Inc.  I  understand  my
responsibilities  under this Code of Ethics and agree to comply  with all of its
terms and  conditions.  I will  retain a copy of this Code of Ethics  for future
reference.

I hereby  certify  that I have  complied  with the  requirements  of the Code of
Ethics of Stamper Capital & Investments,  Inc.,  dated March 31, 1997 and I have
disclosed  or  reported  all  personal  securities  transactions  required to be
disclosed or reported pursuant to such Code of Ethics.

         Dated    ___________________________

         Printed Name _______________________

         Signature  _________________________