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                                 CODE OF ETHICS

                                                                 January 1, 2004



                                  INTRODUCTION

INVESCO [named adviser] ("INVESCO") has the privilege of being retained by our
clients to manage their assets. As investment managers, we are fiduciaries to
our clients. And, as fiduciaries, we must always put our clients' best interests
first, avoiding even the appearance of conflicts of interest with our clients.

The Code of Ethics ("Code") has been adopted by INVESCO North America's Risk
Management Committee ("RMC") and applies to all directors, officers and
employees of INVESCO. The Code covers personal securities transactions by
INVESCO directors, officers, employees, members of their immediate families,
persons who reside with them and relatives who are supported by them.

Administration of the Code is the responsibility of our Compliance Officers.
Enforcement of the Code is the responsibility of the RMC. Our Compliance
Officers are responsible for reviewing and investigating any reported or
suspected violations of the Code and reporting their findings to the RMC. If the
investigation discloses that a violation has occurred, the RMC will determine
appropriate actions and sanctions, which may include termination of employment.

The RMC believes that compliance with the Code will help prevent actual or
perceived conflicts of interest caused by personal securities transactions. The
RMC also believes that the Code is reasonable and that it is not overly
restrictive.

From time to time, the Code may be revised. If you have any questions regarding
the Code, please contact one of our Compliance Officers.

                                   DEFINITIONS

Whenever used in the Code, and unless the context indicates otherwise, the
following terms have the following meanings:

1.    "Employee" means every officer, director or person employed by INVESCO.

2.    "Access Employees" include all INVESCO Employees within the investment
      departments and certain identified non-investment department Employees,
      excluding certain administrative personnel within the investment
      departments. Employees will be advised if he or she is deemed to be an
      Access Employee.

3.    "Non-Access Employees" generally include all Employees who are not Access
      Employees. Employees who are not advised that they are Access Employees
      are deemed to be Non-Access Employees. Non-resident, temporary and
      part-time Employees and consultants are exempt from the Code unless
      advised otherwise.

4.    "Pre-Clearance Officer" means those Employees designated by the Chief
      Compliance Officer to pre-clear personal securities transactions and whose
      names are shown on Appendix A.

5.    "Restricted List" means the list that the investment department provides
      to the Compliance Department, which includes those Securities that are
      being purchased or sold for client

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      accounts and Securities that are prohibited from purchase or sale by
      client accounts or Employees for various reasons (e.g., large concentrated
      ownership positions or possession of material, non-public information).

      NOTE: BECAUSE OF THE NATURE OF THE SELECTION PROCESS REGARDING SECURITIES
      BEING PURCHASED OR SOLD PURSUANT TO A COMPUTER-DETERMINED PROGRAM TRADE
      ("PROGRAM TRADE") OR "BLIND PRINCIPAL BID" TRANSACTIONS, SECURITIES
      INVOLVED IN A PROGRAM TRADE OR BLIND PRINCIPAL BID TRANSACTIONS MAY NOT BE
      INCLUDED ON THE RESTRICTED LIST.

6.    "Security" means ALL Securities EXCEPT:

      -     shares of registered open-end investment companies (mutual funds);

      -     direct obligations of the U.S. Government (but not its agencies or
            instrumentalities, e.g., FNMA or GNMA, etc.)

      -     bankers' acceptances;

      -     bank certificates of deposit;

      -     commercial paper;

      -     money market instruments, including repurchase agreements and other
            high-quality short-term debt instruments;

      -     shares of Exchange Traded Funds.

These exceptions will hereinafter be referred to as "exempt Securities".

7.    "Account" means:

      -     an Employee's own account;

      -     an account in which an Employee has a beneficial interest and can
            influence investment decisions;

      -     a personal account of a member of the Employee's household; or an
            account over which an Employee exercises investment discretion in a
            capacity other than as an Employee.

                                     POLICY

PARALLEL INVESTING

Subject to the provisions of the Code, Employees may own the same Securities as
those acquired by INVESCO for its clients.

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PRIORITY OF CLIENT INTERESTS

Every Employee must give priority to the interests of INVESCO clients over his
or her own interest in making a personal investment.

To effect this policy, Access Employees may not knowingly execute a Securities
transaction without complying with the "Pre-Clearance of Investments" provision
in the Procedures Section of the Code.

Portfolio managers and analysts supporting that portfolio manager are prohibited
from knowingly buying or selling a Security within seven (7) calendar days
before and seven (7) calendar days after a client that he or she manages trades
in that Security.

NOTE: EVEN THOUGH SECURITIES INVOLVED IN A PROGRAM TRADE OR BLIND PRINCIPAL BID
MAY NOT BE LISTED ON THE RESTRICTED LIST, PORTFOLIO MANAGERS AND ANALYSTS
SUPPORTING THAT PORTFOLIO MANAGER WHOSE CLIENTS ARE BUYING OR SELLING SECURITIES
IN A PROGRAM TRADE OR BLIND PRINCIPAL BID ARE PROHIBITED FROM KNOWINGLY BUYING
OR SELLING THESE SECURITIES IN THEIR PERSONAL ACCOUNTS.

NOTE: BECAUSE OF THE NATURE OF THE SELECTION PROCESS REGARDING SECURITIES BEING
PURCHASED OR SOLD PURSUANT TO A PROGRAM TRADE OR BLIND PRINCIPAL BID, PORTFOLIO
MANAGERS AND ANALYSTS SUPPORTING THAT PORTFOLIO MANAGER WHOSE CLIENTS PURCHASED
OR SOLD SECURITIES IN A PROGRAM TRADE OR BLIND PRINCIPAL BID ARE NOT RESTRICTED
TO THE SEVEN (7) CALENDAR DAY PROHIBITION MENTIONED ABOVE.

CONFLICT WITH CLIENTS

No Employee may knowingly buy, sell or dispose in any manner, including by gift,
a personal Securities investment that would cause, or appear to cause, a
conflict with the interests of an INVESCO client.

RESPONSIBILITY TO DISCLOSE POSSIBLE CONFLICT BEFORE CLIENT TRANSACTION

Before an Access Employee recommends, directs, executes or participates in any
Security transaction involving an INVESCO client, such Access Employee will
disclose to a Pre-Clearance Officer all relevant details concerning any possible
conflict, or appearance of conflict, between his or her personal investments and
the interests of an INVESCO client. For example, the capitalization and trading
volume of a Security owned by an Access Employee may be relevant in determining
whether there is a possible conflict of interest if that Access Employee
participates in a decision to buy or sell that Security for an INVESCO client.
Moreover, an Access Employee is expected to use common sense and professional
judgment to determine if he or she should disclose personal information as a
possible basis for conflict of interest.

FULL DISCLOSURE OF PERSONAL SECURITIES INVESTMENTS

In order to enable INVESCO to determine compliance with the Code, every
Employee, when requested by a Compliance Officer, will disclose all information
about his or her Accounts and personal Securities investments.

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The following reports of Accounts will be required of all Access Employees:

      -     within ten (10) calendar days of their employment start date, the
            New Hire Holdings Report (see Appendix B) which describes all
            Securities holdings as of their employment start date at INVESCO.
            Access Employees who fail to submit the report within ten (10)
            calendar days of their employment start date will be prohibited from
            engaging in any personal Securities transactions until such report
            is submitted;

      -     within ten (10) days of the end of each calendar quarter, the
            Quarterly Securities Transactions Report (see Appendix C) which
            describes all Securities transactions made during the previous
            quarter. In lieu of submitting this report, Access Employees may
            arrange to have duplicate copies of their confirmations and
            statements forwarded directly to the Compliance Department by the
            broker-dealers or banks where their Accounts are maintained;

      -     within thirty (30) days after the end of the calendar year, the
            Annual Report of Holdings (see Appendix D) which lists all
            Securities held as of December 31 of the year reported.

INVESCO INFLUENCE

No Employee will use the influence of his or her position to obtain a personal
trading advantage.

PRE-CLEARANCE OF TRADES

Access Employees are required to pre-clear all equity and fixed income
Securities transactions, including derivatives, if the transaction is in an
amount greater than $100,000 of a Security. Access Employees effecting
transactions in the same Security within 5 business days of the last transaction
in that Security must obtain pre-clearance approval regardless of the size of
the transaction.

Non-Access Employees are not required to pre-clear any Securities transactions.

MATERIAL NON-PUBLIC INFORMATION

No Employee will trade or recommend trading in Securities on the basis of
material non-public information. Employees are subject to the provisions of
INVESCO's Policies and Procedures regarding Insider Trading Activity.

INITIAL PUBLIC OFFERINGS

No Employee will purchase any Security in an initial public offering.

NON-PUBLIC SECURITIES AND PRIVATE PLACEMENT SECURITIES

Personal investments by Employees in non-public Securities or Securities
obtained pursuant to a private placement offering are subject to the same rules
as personal investments in Securities, including the Pre-Clearance process
described in the Procedures section of the Code.

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In the event that an Employee is granted permission to make a personal
investment in a non-public Security or Securities obtained pursuant to a private
placement, that Employee will not participate in the consideration of whether
clients should invest in that issuer's public or non-public Securities. Such
consideration will be subject to independent review by investment personnel with
no personal investment in that issuer.

PRE-CLEARANCE OF GIFTS

Access Employees will not transfer non-exempt Securities by gift without having
obtained pre-clearance in accordance with the pre-clearance procedures described
in the Procedures section of the Code.

Non-Access Employees may dispose of Securities by gift without having obtained
pre-clearance.

RECEIPT OF GIFTS

No Employee may receive any gift of more than de minimus value from any person
or entity that does business with INVESCO. Employees who receive a gift or other
thing of more than de minimus value from any person or entity that does business
with INVESCO should immediately contact a Compliance Officer to determine the
proper disposition of such gift.

SHORT SALES

Access Employees may not effect short sales of Securities in their personal
account if the clients for whom funds they manage are long these Securities.

All Employees may not effect short sales of AMVESCAP Securities.

SHORT-TERM TRADING

The RMC believes that Access Employees should not profit in the purchase and
sale, or short sale and cover of the same Security within 60 calendar days.
While the RMC recognizes that short term trading strategies are generally well
within the parameters of existing legal requirements, a general prohibition on
short term trading profits (i.e., the purchase and sale, or short sale and cover
of the same or equivalent Securities within 60 calendar days) can serve as an
important safeguard device against allegations of conflicts of interest (e.g.,
front running client transactions). Accordingly, the prohibition against short
term trading profits is designed to minimize the possibility that Access
Employees will capitalize inappropriately on the market impact of trades
involving client transactions to which they may be privy.

The RMC believes that this policy will help to reduce allegations of conflicts
of interest. In certain circumstances, and as determined on a case-by-case
basis, exceptions may be allowed when no abuse is involved and the fairness of
the situation strongly supports an exemption.

Access Employees who breach the above policies may be subject to certain
sanctions including, but not limited to, reprimand, disgorgement of profits,
suspension and termination of employment.

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NOTE: SHORT-TERM TRADING PROFITS OBTAINED IN AN ACCOUNT FROM THE EXERCISE OF
EMPLOYEE STOCK OPTIONS AND THE SUBSEQUENT SALE OF THE UNDERLYING STOCK ARE
EXEMPT FROM THIS PROHIBITION AND ARE, INSTEAD, VIEWED AS A FORM OF EMPLOYEE
COMPENSATION.

SERVICE AS A DIRECTOR OR OFFICER

Absent prior approval of the Compliance Department and the RMC, Employees may
not serve as directors or officers of unaffiliated public or private companies.

AMVESCAP CODE OF CONDUCT

All Employees are subject to the AMVESCAP Code of Conduct and must abide by all
its requirements.

AMVESCAP SECURITIES

All Employees may transact in AMVESCAP Securities subject to the "black-out"
periods established by AMVESCAP. Access Employees must report transactions in
AMVESCAP Securities on their Quarterly Securities Transactions Report and
holdings of AMVESCAP Securities on their Annual Report of Holdings. This
provision does not replace or amend any of INVESCO's restrictions or procedures
regarding insider trading and pre-clearance requirements. Employees may effect
transactions in AMVESCAP employee stock options and restricted stock pursuant to
procedures established by AMVESCAP.

                                   PROCEDURES

ABSENCE OF CONFLICT OF INTEREST

Before buying or selling a Security in his or her Account, an Employee should
ask the following questions:

      -     "Will the investment cause my economic interest to conflict, or
            appear to conflict, with the interests of an INVESCO client either
            now or at some later time?"

      -     "Would I be embarrassed if The Wall Street Journal had an article
            regarding my personal investment?"

      -     "Would I be embarrassed to discuss the matter with my mother or
            father?"

Unless the answer is a confident "NO", the investment should not be made.

PRE-CLEARANCE OF INVESTMENTS

Access Employees must obtain approval from a Pre-Clearance Officer prior to
entering an order to buy, sell or transfer by gift all Securities, including
derivatives, in an Account if the transaction is in an amount greater than
$100,000. Exempt Securities are not required to be pre-cleared.

Non-Access Employees are not required to obtain approval from a Pre-Clearance
Officer prior to entering an order to buy, sell or transfer by gift Securities
in an Account.

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NOTE: ALL EMPLOYEES MUST OBTAIN APPROVAL TO BUY, SELL OR TRANSFER BY GIFT
INVESTMENTS IN NON-PUBLIC SECURITIES AND PRIVATE PLACEMENT SECURITIES REGARDLESS
OF THE VALUE AMOUNT OF THE INVESTMENT.

EXCEPTIONS TO PRE-CLEARANCE REQUIREMENTS FOR ACCESS EMPLOYEES.

It is not necessary to obtain pre-clearance for investments

      -     which are made by an independent fiduciary (i.e., a discretionary
            account managed by persons who are not Access Employees) for an
            Account.

      -     Securities purchased through an automatic payroll deduction program
            where someone other than the Access Employee controls the timing of
            purchases.

      -     purchases that are part of an automatic dividend reinvestment plan,
            and 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.

Sales of Securities obtained as a result of the exercise of such rights,
however, must be pre-cleared as required.

EVALUATION OF REQUEST FOR PRE-CLEARANCE

A Pre-Clearance Officer will evaluate a request for pre-clearance and consider
whether the transaction would violate any provisions of the Code. It is expected
that in making such determination, a Pre-Clearance Officer may consider the
following information:

      -     The information regarding the transaction;

      -     Previously submitted requests for pre-clearance of personal trades;

      -     Information from the portfolio managers regarding Securities
            currently under consideration for purchase or sale by INVESCO's
            clients;

      -     The INVESCO electronic trading system as to all Securities owned by
            INVESCO's clients;

      -     The Restricted List; and

      -     Other appropriate sources.

RESPONSE TO REQUEST FOR PRE-CLEARANCE

A Pre-Clearance Officer's response to the request for pre-clearance will
include:

      -     Making a telephone call to or advising the Access Employee by email
            that his or her request is approved or denied, and

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      -     Filing a copy of the Pre-Clearance form with the Compliance
            Department (a sample copy of which is included as Appendix E).

TIME FOR WHICH A TRANSACTION IS APPROVED.

An Access Employee who is required to obtain pre-clearance may authorize his or
her broker to execute a transaction only on the day on which approval for that
transaction is given. If the transaction is not completed on that day, the
Access Employee must again obtain pre-clearance for the transaction on each day
that the Access Employee would like to effect the transaction.

POST EXECUTION REPORTING

At the close of each calendar quarter, the Compliance Department will forward a
copy of the Personal Securities Transactions Quarterly Report (see Appendix C)
to Access Employees who have not made arrangements to have duplicate copies of
confirmations and statements forwarded to the Compliance Department. Within ten
(10) calendar days of the end of each calendar quarter, Access Employees must
complete and return to the Compliance Department the Quarterly Report, which
describes all Securities transactions of personal investments executed during
the preceding three months.

At the close of each calendar year, the Compliance Department will forward a
copy of the Annual Securities Holdings Report (see Appendix D) to Access
Employees. Within thirty (30) calendar days of the end of each calendar year,
Access Employees must complete and return to the Compliance Department the
Annual Report, which describes all Securities then held in the Access Employee's
account(s) as of December 31 of the year reported.

CONFIDENTIALITY

All information submitted to the INVESCO Compliance Department pursuant to
pre-clearance and post execution reporting procedures will be treated as
confidential information. It may, however, be made available to governmental and
Securities industry self-regulatory agencies with regulatory authority over
INVESCO as well as to INVESCO's auditors and legal advisors, if appropriate.

                             SUPERVISORY PROCEDURES

EXCEPTIONS TO POLICY AND PROCEDURES

Because all fact situations cannot be contemplated, INVESCO's Chief Compliance
Officer and RMC retain the authority to permit exceptions to the above policies
and procedures when to do so is not inconsistent with the interests of INVESCO
and its clients.

ADMINISTRATION OF THE CODE

In order to ensure observance of these policies and procedures relating to
personal investments, INVESCO's Chief Compliance Officer will:

      -     Distribute the Code to all Employees;

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      -     Provide educational programs to familiarize Employees with relevant
            policies and procedures;

      -     Reconcile pre-clearance approvals with Quarterly Report and Annual
            Holding Reports;

      -     Take appropriate actions to ensure compliance with the policies and
            procedures of the Code; and

      -     Maintain and review records related to personal Securities
            transactions.

Furthermore, the RMC will:

      -     Set an example by their personal actions of compliance with the
            letter and spirit of the Code;

      -     Require observance of the Code and, if such policies and procedures
            are violated, determine the appropriate sanction for the offender,
            which may include termination of employment;

      Review the Code on a regular basis and update as necessary.

Each Employee will be required annually to certify that they have read and
understood the policies and procedures contained in the Code (see Appendix F).

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