STATE FARM MUTUAL FUND TRUST, N-1A/A, EX-99.(O)(1), 2000-12-15

STATE FARM MUTUAL FUND TRUST
N-1A/A, EX-99.(O)(1), 2000-12-15

Previous: STATE FARM MUTUAL FUND TRUST, N-1A/A, EX-99.(N), 2000-12-15

Next: STATE FARM MUTUAL FUND TRUST, N-1A/A, EX-99.(O)(2), 2000-12-15

<PAGE>

CODE OF ETHICS

STATE FARM GROWTH FUND, INC.
STATE FARM INTERIM FUND, INC.
STATE FARM BALANCED FUND, INC.
STATE FARM MUNICIPAL BOND FUND, INC.
STATE FARM INVESTMENT MANAGEMENT CORP.
STATE FARM VARIABLE PRODUCT TRUST
STATE FARM VP MANAGEMENT CORP.
STATE FARM MUTUAL FUND TRUST

ARTICLE I. INTRODUCTION

The general principles and other rules set forth in this Code of Ethics
are based upon the fundamental objectives that invested assets should be managed
exclusively for the benefit of their owners and that knowledge about any current
or prospective transactions in invested assets should be utilized exclusively
for the benefit of their owners. The people making investment related decisions
or having knowledge about current or prospective transactions should conduct
themselves in a way that no actual or apparent conflicts arise between the
shareowners' interest and their own personal interest.

Although we have attempted to draft this Code of Ethics in a manner
that is easily understood, there are some technical terms and phrases used which
have special meanings. In order to help you understand these terms and phrases,
Article VIII contains several definitions. We have also attempted to draft this
Code of Ethics in a manner that is easily administered. However, not all
possible situations can be covered by specific provisions. As a result, the
people responsible for enforcement must exercise their judgment when
interpreting the Code of Ethics and applying it to the particular facts and
circumstances. This judgment will be exercised in a manner that is consistent
not only with the specific provisions, but also with the underlying intent as
described in the fundamental objectives and general principles.

ARTICLE II. GENERAL PRINCIPLES

A. The principle governing all activities of State Farm Investment
Management Corp. (the "Manager"), the investment adviser to all the funds listed
above (each a "Fund" or collectively the "Funds") is that the Manager functions
exclusively for the benefit of the owners or beneficiaries of the assets it
manages.

B. Assets under management or knowledge as to current or prospective
transactions in managed assets shall not be utilized for personal advantage or
for the advantage of anyone other than the owners or beneficiaries of those
assets.

<PAGE>

C. It is extremely important in performing their duties that persons
associated with the Manager and Funds avoid situations involving actual or
potential conflicts of interest with the owners or beneficiaries of managed
assets.

D. Situations appearing to involve actual or potential conflicts of
interest or impairment of objectivity shall be avoided whenever doing so does
not run counter to the interests of the owners or beneficiaries of the managed
assets.

E. The following specific rules and reporting procedures are
promulgated to assure that Personal Securities Transactions of the Subscribers
are conducted in accordance with the principles set forth above. There is no
intention to limit arbitrarily or unreasonably anyone's personal investment
flexibility. Quite the contrary, our experience has been that investment lessons
are learned much more quickly and more thoroughly by personal investment than by
giving poor advice to third parties. We also believe strongly investment
advisers should "take their own medicine" whenever it can be done within a
framework that avoids conflicts of interest with their clients.

ARTICLE III. SCOPE

Not all prohibitions, monitoring and reporting rules contained in
Articles IV, V and VI apply to each person required to subscribe to this Code of
Ethics. The scope varies depending upon the responsibilities and positions of
the Subscriber. This Code of Ethics specifically identifies the group of
Subscribers subject to each prohibition, monitoring and reporting rule contained
in Articles IV, V and VI.

The application of the prohibitions, monitoring and reporting rules
contained in Articles IV, V and VI may extend beyond transactions in Securities
in which the Subscriber has a direct interest to include transactions in
Securities in which the Subscriber has an indirect interest. However, the
prohibitions, monitoring and reporting rules contained in Articles IV, V and VI
shall not apply to transactions effected for any account over which the
Subscriber does not have any direct or indirect influence or control.

The definitions of Securities, Personal Securities Transactions and
Beneficial Ownership should be consulted to determine the scope of the
prohibitions, monitoring and reporting rules contained in Articles IV, V and VI.

With regard to State Farm Variable Product Trust and State Farm Mutual
Fund Trust (the "Trusts"), each investment sub-adviser's code of ethics (e.g.,
the code of ethics of Barclays Global Investors, N.A. and the code of ethics of
Capital Guardian Trust Company (the "sub-advisers"), which are attached as
Appendix A), are incorporated herein by reference as the Trusts' Code of Ethics
applicable to persons described below. Those provisions of an investment
sub-adviser's code of ethics applicable to persons who, in connection with their
regular functions or duties, make, participate in, or obtain information
regarding the purchase or sale of a security, or whose functions relate to the
making of any recommendation with respect to such purchase or sale by registered
investment companies sponsored, managed or advised by such investment
sub-

<PAGE>

adviser are hereby incorporated herein by reference as additional provisions
of this Code of Ethics applicable to those Subscribers who are partners,
directors, or employees of such sub-adviser and who have direct responsibility
for investments of any of the Funds of the Trusts.

A violation of an investment sub-adviser's code of ethics by
Subscribers who are partners, directors, or employees of such investment
sub-adviser shall constitute a violation of this Code of Ethics.

In connection with Article VI below, provided that an investment
sub-adviser reports any violations of the Code of Ethics that it uncovers from
its review of personal securities transaction reports made to it by those
Subscribers who are partners, directors, or employees of such sub-adviser and
who have direct responsibility for investments of any of the Funds of one of the
Trusts, and certifies in writing at the end of each calendar quarter of the
Trust to the compliance officer of the Trust that no violation of the Code of
Ethics occurred during that quarter other than those violations reported, then
reporting of such security transactions by partners, directors, or employees of
an investment sub-adviser in compliance with procedures established pursuant to
the investment sub-adviser's code of ethics shall constitute the reporting
required under this Code of Ethics.

ARTICLE IV. PROHIBITIONS

PROHIBITIONS APPLICABLE TO ALL SUBSCRIBERS

A. TRANSACTIONS WITH MANAGER. Subscribers shall not knowingly sell to
or purchase from the Manager any Securities or other property except shares
issued by the Funds.

B. TRANSACTIONS WITH FUNDS. Subscribers shall not knowingly sell to or
purchase from any Fund any Securities or other property except shares issued by
the Funds.

C. SECURITIES UNDER CONSIDERATION. Subscribers who know, or have reason
to know, that a Security is being actively considered for purchase or sale by
the Manager or the Funds (other than any Funds managed by an unaffiliated
sub-adviser), shall not enter into Personal Securities Transactions involving
that Same Security. This prohibition shall not apply to the acquisition of
Securities by a Subscriber through a dividend reinvestment plan or through a
regular automatic purchase feature of a Direct Purchase Plan, if the Subscriber
was a participant in the dividend reinvestment plan or in the Direct Purchase
Plan more than 15 days prior to the time at which the Manager began to actively
consider purchasing or selling the Security.

D. CONFIDENTIALITY OF INFORMATION. Subscribers shall not (a) disclose
any of the Funds' current or the Manager's contemplated transactions except as
may be necessary to fulfill his or her job-related responsibilities or (b)
utilize any information concerning the Funds' current or the Manager's
contemplated transactions except for the benefit of the owners or beneficiaries
of assets managed by the Manager or owned by the Funds and in no event for
personal gain.

<PAGE>

E. PREFERENTIAL TREATMENT. Subscribers shall not seek or accept favors,
preferential treatment, any special benefit or other consideration (of more than
a de minimis value) from broker-dealers or other providers of goods or services
to the Funds, the Manager or their affiliates.

PROHIBITION APPLICABLE TO ALL SUBSCRIBERS
OTHER THAN MUTUAL FUND DISINTERESTED DIRECTORS/TRUSTEES

F. INSIDER INFORMATION. Subscribers, other than the Mutual Fund
Disinterested Directors/Trustees, who obtain material non-public information
regarding a company (a) shall not disclose that information to anyone but a
designated Investment Professional and (b) shall not engage in any transactions
involving securities of that company for portfolios under management or for a
personal account until the information is publicly disseminated or becomes
obsolete. Whenever information is suspected of being material and non-public, a
designated Investment Professional should be advised of the circumstances
immediately. The Mutual Fund Disinterested Directors/Trustees shall be subject
to the legal obligations generally associated with insider information. (See
Appendix I for discussion of Insider Trading.)

PROHIBITION APPLICABLE TO ALL INVESTMENT PROFESSIONALS, FUND
OFFICERS AND MUTUAL FUND INTERESTED DIRECTORS/TRUSTEES

G. PROHIBITION ON SHORT-TERM PERSONAL SECURITIES TRANSACTIONS. No
Investment Professional, Fund officer or Mutual Fund Interested Director/Trustee
shall profit from the purchase and sale, or the sale and purchase, of the Same
Security within 30 calendar days; provided, however, that the Compliance Officer
may, upon request, exempt a Personal Securities Transaction from this
prohibition, in whole or in part, upon such conditions as the Compliance Officer
may impose, if the Compliance Officer concludes that no harm to a Fund would
result and that the application of the prohibition would be inequitable or
result in undue hardship to the individual who entered into the transaction. Any
profit realized on a transaction that the Compliance Officer had not exempted
from this prohibition shall be disgorged to the McLean County chapter of the
American Red Cross by check from the Subscriber, payable to the McLean County
chapter of the American Red Cross and delivered to the Compliance Officer for
delivery to such charity.

H. UNDERWRITTEN PUBLIC OFFERINGS AND INITIAL PUBLIC OFFERINGS.
Investment Professionals, the Funds' officers and Mutual Fund Interested
Directors/Trustees shall not purchase any Securities in an underwritten public
offering or Initial Public Offering. (It is important to avoid any actual or
perceived obligation to brokers as a result of being provided hot offering
allocations.) Taxable and tax-exempt debt securities that are not convertible
into equity Securities and are not being considered for purchase or sale by the
Manager or the Funds may be purchased in underwritten offerings for long term
investment, but only when (i) the transaction does not conflict with the
activity of the Manager or the Funds in those issues, and (ii) the person seeks
approval from a designated Investment Professional, as that procedure is
described in I below.

<PAGE>

I. LIMITED OFFERINGS. Investment Professionals, the Funds' officers and
Mutual Fund Interested Directors/Trustees may not purchase Securities in a
Limited Offering without the prior approval of a designated Investment
Professional. The designated Investment Professional who approves purchases of
Securities in Limited Offerings may not purchase Securities in a Limited
Offering without the prior approval of the Funds' executive committee. Any
Investment Professional who has acquired a Security in a Limited Offering must
disclose the interest in the Security to the other Investment Professionals
participating in the investment decision process whenever an investment in a
Security of the same issuer is being considered for purchase or sale. Any
Investment Professional who has acquired a Security in a Limited Offering will
be disqualified from participating in any subsequent decisions by the Manager
relating to the Security acquired in the Limited Offering.

PROHIBITIONS APPLICABLE TO ALL INVESTMENT PROFESSIONALS

J. CERTAIN SHORT TERM AND SPECULATIVE TRADING. As a general rule,
Investment Professionals should not engage in highly speculative short term
trading practices or purchase securities with borrowed funds. Moreover,
Investment Professionals shall avoid the possibility of becoming so indebted as
a consequence of a poor investment that there might be temptation to utilize
assets under management to retrieve the personal investment or to repay the
broker involved. As a result, the following three prohibitions have been
included to address these types of situations. However, it is recognized that
certain cases may arise in which these types of activities could be used as a
part of a legitimate long-term investment strategy. Therefore, exceptions to
these three rules may be permitted on a case-by-case basis in advance by a
designated Investment Professional who himself or herself must obtain advance
approval for an exception to these rules from the Compliance Officer.

1. PLEDGES AND MARGIN PURCHASES. Investment Professionals shall
not purchase any type of financial instrument (including
securities, options and debt instruments) with borrowed money
or in a margin account or trade futures contracts on margin,
and shall not use Securities as collateral for a loan.

2. SHORT SALES. Investment Professionals shall not engage in
short sales of any type of financial instrument (including
securities, options and debt instruments).

3. OPTIONS AND FUTURES CONTRACTS. Investment Professionals shall
not engage in any transaction in options or futures contracts
on (a) any Securities owned in the portfolios managed by the
Manager or (b) Securities in the business area for which the
Investment Professional has responsibility for analysis,
decision-making or transactions, whether or not owned in a
portfolio under management. Options and futures contracts on
Securities that are not owned in the portfolios under
management and that are not within the area for which the
Investment Professional has responsibility for analysis,
decision-making or transactions may be purchased after

<PAGE>

obtaining prior approval of a designated Investment
Professional to assure that the underlying issue is not being
considered for purchase or sale.

K. DISCLOSURE OF PERSONAL HOLDINGS. Investment Professionals who are in
a position to influence any decision by the Manager or the Funds to purchase,
hold or sell Securities must disclose their Beneficial Ownership interest in
such Security being considered for purchase or sale by the Manager or the Funds
to the other Investment Professionals participating in the investment decision
process. Investment Professionals are not required to disclose their Beneficial
Ownership interest in Securities held in an account over which the Investment
Professional does not have any direct or indirect influence or control.

L. SERVICE AS A DIRECTOR. Investment Professionals shall not serve as
directors of publicly traded companies unless prior authorization is granted by
a designated Investment Professional who himself or herself shall not serve as a
director of a publicly traded company unless prior authorization is granted by
the Funds' executive committee. Authorization to serve as a director of a
publicly traded company should be granted only if it is determined that such
service as a director would be consistent with the interests of the Funds and
the Funds' shareowners. Any Investment Professional who serves as a director of
a publicly traded company shall be appropriately isolated from Investment
Professionals making any investment decisions relating to the publicly traded
company.

ARTICLE V. MONITORING

All Personal Securities Transactions in a Security by an Access Person
shall be reviewed by the Compliance Officer to identify those transactions, if
any, executed during the period that begins seven calendar days before a Fund
(other than a Fund managed by an unaffiliated sub-adviser) trades in the Same
Security and ends seven calendar days after a Fund (other than a Fund managed by
an unaffiliated sub-adviser), trades in the Same Security.

The Compliance Officer, in his discretion, may require the person to
reverse any Personal Securities Transaction that occurs during the period that
begins seven calendar days before a Fund (other than a Fund managed by an
unaffiliated sub-adviser) trades in the Same Security and ends seven calendar
days after a Fund (other than a Fund managed by an unaffiliated sub-adviser),
trades in the Same Security, and disgorge the profits in accordance with the
requirements described below.

Any profits from a transaction that is reversed shall be disgorged to
the McLean County chapter of the American Red Cross by check from the Access
Person, payable to the McLean County chapter of the American Red Cross and
delivered to the Compliance Officer for delivery to such charity. An Access
Person may appeal any determination by the Compliance Officer with regard to
this Section V to the Financial Vice President of State Farm Mutual Automobile
Insurance Company, whose decision shall be final.

Notwithstanding the requirements stated above, no Personal Securities
Transaction that occurs during the period that begins seven calendar days before
a Fund (other than a Fund

<PAGE>

managed by an unaffiliated sub-adviser) trades in the Same Security and ends
seven calendar days after a fund (other than a Fund managed by an
unaffiliated sub-adviser), trades in the Same Security, shall be reversed if
the Fund trade in the Security was effected to rebalance a Fund in accordance
with such Fund's index investment mandate, was the result of an investment
program of dollar-cost averaging or was effected by the Manager for reasons
other than pursuant to the exercise of the Manager's investment discretion.

Personal Securities Transactions of an Access Person reportable under
Article VI shall be reviewed by the Compliance Officer to identify whether the
transaction is consistent with the requirements of this Code of Ethics. If, in
his discretion, the Compliance Officer determines that a Personal Securities
Transaction of an Access Person violates this Code of Ethics, the Compliance
Officer may require the Access Person to reverse the transaction and disgorge
any profits as set forth above.

For purposes of this Article V, the acquisition of a Security through a
Direct Purchase Plan or reinvestment of dividends or distributions through a
pre-established dividend reinvestment plan is not a Personal Securities
Transaction, and no profits realized from the acquisition of a Security through
a Direct Purchase Plan or dividend reinvestment plan shall be required to be
disgorged pursuant to this paragraph.

ARTICLE VI. REPORTING

Subject to the exclusions set forth in Sections F below, every Access
Person must report to the Compliance Officer the following:

A. INITIAL HOLDINGS REPORT. No later than 10 days after a person
becomes an Access Person, he or she shall complete an Initial Holdings Report in
the form attached hereto as Appendix II if he or she has a Beneficial Ownership
interest in Securities. This report shall be made as of the date the person
became an Access Person.

B. TRANSACTION REPORT. Access Persons shall report Personal Securities
Transactions on the form attached hereto as Appendix III. The report shall be
filed with the Compliance Officer as soon as practicable after the execution of
the transaction, but in no event later than 5 business days after the
transaction. An Access Person need not make a transaction report:

1. With respect to regular purchases through dividend
reinvestment plans.

2. With respect to purchases of Securities through a Direct
Purchase Plan.

C. REPORT ON NEW SECURITIES ACCOUNTS: An Access Person shall report the
establishment of new Securities accounts on the form attached hereto as Appendix
III. The report shall be filed with the Compliance Officer as soon as
practicable after the establishment of the account, but in no event later than 5
business days after the establishment of the account.

<PAGE>

D. ANNUAL HOLDINGS REPORT. No later than 30 days after the end of the
calendar year, an Access Person who has a Beneficial Ownership interest in
Securities shall complete an Annual Holdings Report in the form attached hereto
as Appendix II. This report shall be completed with information as of December
31. The first Annual Holdings Report shall be due January 30, 2001, and shall
report holdings as of December 31, 2000.

E. BROKER CONFIRMATIONS. Access Persons shall require their
broker/dealers to supply the Compliance Officer with duplicate copies of
confirmations of all Personal Securities Transactions.

F. EXCLUSIONS FROM ALL REPORTING UNDER THIS ARTICLE. An Access Person
need not make a report under this Article:

1. With respect to transactions effected for, and Securities held
in, any account over which the person has no direct or indirect influence or
control.

2. With respect to securities excluded from the definition of
Security under the list of General Exclusions. Accordingly, an Access Person
need not include such securities in a Transaction Report, a Report on New
Securities Accounts, an Initial Holdings Report, or an Annual Holdings Report.

3. Any Mutual Fund Disinterested Director/Trustee who is a
Subscriber solely by reason of being a director or trustee of one or more of the
Funds is not required to file either an Initial Holdings Report or an Annual
Holdings Report, and such person only needs to file a Transaction Report with
respect to purchases or sales of a Security if he or she knew, or in the
ordinary course of fulfilling his or her official duties as a director or
trustee should have known, that during the 15-day period immediately preceding
or after a Personal Securities Transaction the Same Security was purchased or
sold by the Fund (other than an index Fund) of which the person is a director or
trustee or that such purchase or sale was considered during that period by the
Fund (other than an index Fund) or the Manager.

ARTICLE VII. ENFORCEMENT

A. Reports filed pursuant to Article VI of this Code of Ethics will be
maintained in strictest confidence and will be reviewed in accordance with
Article V of this Code of Ethics to detect any violation of this Code of Ethics.
Additional information may be required to clarify the nature of particular
transactions.

B. Subscribers shall conduct themselves at all times in the best
interests of the Funds. Compliance with ALL provisions of the Code of Ethics
shall be a condition of employment or continued affiliation with the Funds and
the Manager, and conduct which is not in accordance with these provisions shall
constitute grounds for termination of employment or removal from office.

<PAGE>

C. Violations of this Code of Ethics may also constitute violations of
law and may subject the Subscriber, the Funds, or the Manager to civil or
criminal penalties.

D. No less frequently than annually, the Compliance Officer will
furnish the Board of Directors/Trustees a written report that describes any
issues arising under this Code of Ethics since the last report to the Board of
Directors/Trustees, including, but not limited to, information about material
violations of this Code of Ethics and sanctions imposed in response to the
material violations. The report shall also certify that the Funds have adopted
procedures reasonably necessary to prevent access persons from violating the
code.

ARTICLE VIII. DEFINITIONS

A. ACCESS PERSON: any access person as defined pursuant to Rule 17j-1
under the Investment Company Act of 1940. Access Person includes any director,
trustee, officer, or advisory person of a Fund or of a Fund's investment
adviser. An advisory person is any employee of the Fund or investment adviser
(or of any company in a control relationship with the Fund or investment
adviser) who, in connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale of
Securities by a Fund, or whose functions relate to the making of any
recommendation with respect to the purchases and sales of Securities by a Fund.

B. BENEFICIAL OWNERSHIP: A Subscriber shall be deemed to have
Beneficial Ownership of a Security if the Subscriber, either directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise, has or shares a direct or indirect pecuniary interest in the
Security. This type of pecuniary interest can arise when the Subscriber has an
opportunity to profit directly or indirectly from a transaction in the Security.
Situations where an indirect pecuniary interest in a Security can exist with
respect to Securities include, but are not limited to the following:

1. A Security held by a member of the Subscriber's immediate
family who shares the same household.

2. A general partner's proportionate interest in portfolio
Securities held by the partnership.

3. A shareholder's proportionate interest in portfolio Securities
held by the corporation if the shareholder is a controlling
shareholder of the corporation. A shareholder will be
considered to be a controlling shareholder if the shareholder
has the power to exercise a controlling influence over the
management or policies of a company. For a more comprehensive
definition of control, please refer to Section 2(a)(9) of the
Investment Company Act of 1940.

4. A performance-related fee, other than an asset-based fee,
received by any broker, dealer, bank, insurance company,
investment company, investment

<PAGE>

adviser, investment manager, trustee or person or entity
performing a similar function. However, no pecuniary interest
will be present where (a) the performance-related fee is
calculated based upon net capital gains and/or net capital
appreciation generated from the portfolio or from the
fiduciary's overall performance over a period of one year or
more, and (b) equity securities of the issuer do not account
for more than ten percent of the market value of the
portfolio.

5. A Subscriber's interest in Securities held pursuant to certain
trust arrangements. The types of trust arrangements where an
indirect pecuniary interest could arise include the following:

(a) the ownership of Securities as a trustee where either
the trustee or members of his or her immediate family
have a vested interest in the income or corpus of the
trust;

(b) the ownership of a vested beneficial interest in the
trust; and

(c) the ownership of Securities as a settlor of a trust in
which the settlor has the power to revoke the trust
without obtaining the consent of all the beneficiaries.

6. A Subscriber's right to dividends that is separated or
separable from the underlying Securities.

7. A Subscriber's right to acquire equity Securities through the
exercise or conversion of any derivative Security, whether or
not presently exercisable.

C. DIRECT PURCHASE PLAN: A Personal Securities Transaction in which the
Subscriber acquires an interest in a Security directly from the issuer of the
Security through a program that allows program participants to accumulate shares
by making optional cash payments.

D. INITIAL PUBLIC OFFERING: An Initial Public Offering means an
offering of Securities registered under the Securities Act of 1933, the issuer
of which, immediately before the registration, was not subject to the reporting
requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

E. INVESTMENT PROFESSIONALS: Investment Professionals shall mean the
individuals who work in the Investment Department and inside counsel for the
Investment Department and the State Farm Mutual Funds.

F. INVESTMENT SUB-ADVISER: Investment sub-adviser means any person
named as an investment sub-manager or investment sub-adviser in the Trusts'
currently effective registration statement filed with the U.S. Securities and
Exchange Commission.

<PAGE>

G. LIMITED OFFERING: A Limited Offering means an offering that is
exempt from registration under the Securities Act of 1933 pursuant to section
4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the
Securities Act of 1933.

H. MUTUAL FUND DISINTERESTED DIRECTOR/TRUSTEE: Mutual Fund
Disinterested Director/Trustee means a duly elected director or trustee of a
Fund who is not an "interested person" of the Fund within the meaning of Section
2(a)(19) of the Investment Company Act of 1940.

I. MUTUAL FUND INTERESTED DIRECTOR/TRUSTEE: Mutual Fund Interested
Director/Trustee means a duly elected director or trustee of a Fund who is an
"interested person" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940.

J. PERSONAL SECURITIES TRANSACTIONS: Personal Securities Transactions
shall include not only transactions involving the purchase or sale of Securities
directly owned by the Subscriber, but also the purchase or sale of any
Securities in which the Subscriber has a Beneficial Ownership interest. Personal
Securities Transactions shall not include transactions effected for any account
over which the Subscriber does not have any direct or indirect influence or
control.

K. SECURITY:

1. General Definition: Subject to the exceptions noted below,
Security shall have the meaning set forth in Section 2(a)(36)
of the Investment Company Act of 1940. The definition
contained in Section 2(a)(36) of the Investment Company Act is
as follows:

Security means any note, stock, treasury stock, bond
debenture, evidence of indebtedness certificate of
interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization
certificate of subscription, transferable share,
investment contract, voting-trust certificate,
certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral rights,
any put, call straddle, option, or privilege on any
security (including a certificate of deposit) or on any
group or index of securities (including any interest
therein or based on the value thereof, or any put, call,
straddle, option, or privilege entered into on a
national securities exchange relating to foreign
currency, or, in general, any interest or instrument
commonly know as a "security," or any certificate of
interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant
or right to subscribe to or purchase, any of the
foregoing.

2. General Exclusions: As a general rule, Security shall not
include:

(a) shares of registered open-end investment
companies,

<PAGE>

(b) direct obligations of the government of the United
States,
(c) bankers' acceptances,
(d) bank certificates of deposit,
(e) commercial paper, and
(f) high quality short-term debt instruments,
including repurchase agreements.

These general exclusions from the definition of Security shall not be
applicable for purposes of the rules concerning pledges and margin
purchases, short sales, and insider information.

L. SAME SECURITY: The Security, any class of that Security, or another
Security which derives its value by that Security.

M. SUBSCRIBER(S): A Subscriber is any person who executes the Code of
Ethics. Subscribers will include at least the following: Investment
Professionals, Mutual Fund Department personnel, Mutual Fund accounting
personnel, Mutual Fund Officers, Mutual Fund Disinterested Directors/Trustees,
Mutual Fund Interested Directors/Trustees, Management Corp. Officers, Management
Corp. Directors and inside counsel for the Funds and Investment Department.

* * * * * * * * *

I acknowledge that I have read and understand the Code of Ethics, and I
agree to comply with its terms and provisions.

Dated: _______________
----------------------------------------
Subscriber's Signature

----------------------------------------
Subscriber's Name (please print)

<PAGE>

APPENDIX II

Initial Holdings Report
---------

Annual Holdings Report
---------

(check one)

Please report any Security in which you have a direct or indirect Beneficial
Ownership interest. For the definition of Beneficial Ownership and Security,
please see Article VIII of the Code of Ethics. If the Security holdings in which
you have a Beneficial Ownership interest are limited to variable products, U.S.
government securities, and/or shares of open-end mutual funds, you do not have
to complete this report.

<TABLE>
<CAPTION>
Name of Broker Dealer
Number of Shares or or Bank with Whom the
Title of Security Principal Amount of Security Account is Maintained
--------------------------- --------------------------------- ---------------------
<S> <C> <C>

--------------------------- --------------------------------- ---------------------

--------------------------- --------------------------------- ---------------------
</TABLE>

If this is an Initial Holdings Report, you must report each Security in
which you have a direct or indirect Beneficial Ownership interest as of the date
you became an Access Person under this to the Code of Ethics. The Initial
Holdings Report must be filed with the Compliance Officer by the 10th day
following the day you became an Access Person under this Code. If this is an
Annual Holdings Report, you must report each Security in which you have a direct
or indirect Beneficial Ownership interest as of December 31, and you must file
this report with the Compliance Officer by the following January 30.

---------------------------------------- -------------------------------
Access Person's Signature Date

---------------------------------------
Access Person's Typed or Printed Signature

<PAGE>

APPENDIX III

REPORT OF PERSONAL SECURITY TRANSACTIONS
AND REPORT OF ESTABLISHMENT OF NEW SECURITIES ACCOUNTS

BY CODE OF ETHICS ACCESS PERSONS

1. TRANSACTIONS IN SECURITIES DURING THE CALENDAR QUARTER
<TABLE>
<CAPTION>
Buy, Amount Broker,
Sell or Number of Shares and (# of Shares Dealer or
Date Other Description of Security* Price x Price) Bank
<S> <C> <C> <C> <C> <C>

---- ------------ ------------------------- ---------- ----------- ----------------------
---- ------------ ------------------------- ---------- ----------- ----------------------
---- ------------ ------------------------- ---------- ----------- ----------------------
---- ------------ ------------------------- ---------- ----------- ----------------------
---- ------------ ------------------------- ---------- ----------- ----------------------
---- ------------ ------------------------- ---------- ----------- ----------------------
---- ------------ ------------------------- ---------- ----------- ----------------------
---- ------------ ------------------------- ---------- ----------- ----------------------
</TABLE>

* If a note, bond, or other fixed or variable rate Security, report the interest
rate and maturity date along with a description of the Security.

2. ESTABLISHMENT OF SECURITIES ACCOUNT DURING THE CALENDAR QUARTER

a. Name of broker, dealer, or bank with whom the account was
established:

-------------------------------------------------------------------

b. Date the account was established:
-----------------------------------

* * * * * * * * * * *

Signature: Date of this report:
---------------------------- -------------------

All Access Persons must file this report as soon as practicable after the
execution of the transaction, or establishment of the account, but in no event
later than 5 business days after such event.

------------------------------------------- --------------------------------
Access Person's Signature Date

-------------------------------------------
Access Person's Typed or Printed Signature