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Exhibit p(8)(a)
[LOGO]
INVESCO U.S. Institutional Group
LEGAL/COMPLIANCE
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COMPLIANCE MANUAL
II. CODE OF ETHICS AND PROFESSIONAL STANDARDS; GUIDELINES FOR AVOIDING
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PROHIBITED ACTS
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A. CODE OF ETHICS AND PROFESSIONAL STANDARDS
One of the most important compliance goals for INVESCO is to avoid or
eliminate conflicts of interest between INVESCO and its clients and to maintain
a healthy and positive relationship with the general public. As professional
organizations serving the public in the area of asset management, all members of
INVESCO U.S. Institutional Group (USIG) are guided in their actions by high
ethical and professional standards and, as applicable, subscribe to the Code of
Ethics and Standards of Professional Conduct adopted by the Association of
Investment Management and Research (AIMR). Adherence to the following Code of
Ethics and Professional Standards should be considered a condition of
employment.
1. The general conduct of USIG personnel must at all times
reflect the professional nature of the business in which
INVESCO operates. USIG personnel are judicious, accurate,
objective and reasonable in dealing with both clients and
other parties. The personal integrity of all employees must be
beyond the slightest shadow of a doubt.
2. All members of the organization must act within the spirit and
the letter of all federal, state and local laws and
regulations pertaining to investment advisers and to the
general conduct of business.
3. At all times, the interest of INVESCO's clients has precedence
over personal interests. This applies particularly in the case
of purchases and sales of stocks and other securities that are
owned, purchased or sold in the advisory and fiduciary
accounts that INVESCO services.
4. USIG has adopted Insider Trading Policies (see Section III)
which set parameters for the establishment, maintenance and
enforcement of policies and procedures to detect and prevent
the misuse of material nonpublic information by USIG
personnel. The Insider Trading Policies are in addition to and
do not supersede this Code of Ethics and Professional
Standards.
5. All officers, directors and employees of USIG shall obtain
written approval of the USIG Legal Compliance Department, as
required by the Statement of Policy and Procedures Designed to
Detect and Prevent Insider Trading and to Govern Personal
Securities Trading (see Section III), prior to effecting any
securities transactions for their direct or indirect personal
gain or in which they may have any beneficial interest and any
such transaction effected by, for, or on behalf of any member
of their household. In this regard, all USIG personnel on or
before January 30(th) of each calendar year shall provide a
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list of all broker-dealers and account numbers in which, as of
December 31 of the preceding year, they have any direct or
indirect beneficial ownership interest or involvement, other
than currency or commodity futures not involving securities,
U.S. government bonds, bank certificates of deposit, or shares
of registered open-end management investment companies (mutual
funds).
6. A USIG employee will not accept compensation of any sort for
services from outside sources without the prior approval of
the USIG Legal/Compliance Department (see Section X.B.
Activities Outside of INVESCO).
7. When an employee of USIG finds that his or her personal
interests conflict with the interests of INVESCO and its
clients, he or she will report the conflict to the USIG
Legal/Compliance Department for resolution.
8. The recommendations and actions of INVESCO are confidential
and private matters between INVESCO and its clients.
Accordingly, it is the policy of USIG to prohibit, prior to
general public release, the transmission, distribution or
communication of any information regarding securities
transactions of client accounts except to broker-dealers in
the ordinary course of business. In addition, no information
obtained during the course of employment regarding particular
securities (including reports and recommendations of INVESCO)
may be transmitted, distributed, or communicated to anyone who
is not affiliated with INVESCO, without the prior written
approval of the President, Chief Executive Officer or Chief
Operating Officer of the applicable INVESCO business unit or
such person as he may designate to act on his behalf.
9. The policies and guidelines set forth in this Code of Ethics
must be strictly adhered to by all USIG employees. Severe
disciplinary actions, including dismissal, may be imposed for
violations of this Code of Ethics and Professional Standards,
including the guidelines that follow.
No code can address every circumstance that may give rise to a conflict
of interest. Every employee is expected to be alert to such conflicts with
INVESCO's clients, and is expected to comply with the spirit as well as the
letter of the Code and to always place the interests of INVESCO's clients first.
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II. CODE OF ETHICS AND PROFESSIONAL STANDARDS; GUIDELINES FOR AVOIDING
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PROHIBITED ACTS
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B. GUIDELINES FOR AVOIDING PROHIBITED ACTS
USIG employees are prohibited from engaging in the following
("Prohibited Acts"):
1. soliciting or recommending purchases, sales or reinvestment in
securities not in accordance with the client's investment
objectives and guidelines;
2. attempting to use his or her influence to cause any client
account to purchase, sell or retain any securities for the
purpose of seeking any form of personal gain. This prohibition
would apply, for example, where the employee, or any
associates or affiliates, purchased a security prior to any
purchase of the same security by any client account and
thereafter attempted to purchase or influence others to
purchase the same security for any client account;
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 any performance fees, carried interest, or benefit,
profit or loss resulting from securities transactions with any
client or entering into any business transaction with a
client;
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 USIG Legal/Compliance Department;
10. violating or failing to abide by USIG's Statement of Policy
and Procedures Designed to Detect and Prevent Insider Trading
and USIG's Insider Trading Guidelines and Policies for Buying
and Selling AMVESCAP PLC shares and ADRs (see Section III);
and
11. entering orders in any account for which there is no client.
If any USIG employee becomes aware of any conduct which might violate
the Prohibited Acts section of this Compliance Manual, any laws or regulations,
or becomes aware of any improper or unauthorized actions, the facts must be
reported as soon as possible to his or her supervisor. If there is any question
about the conduct required of USIG and its employees, the Legal/Compliance
Department should be consulted.
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