JANUS ETHICS RULES



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                  "ACT IN THE BEST INTEREST OF OUR INVESTORS--
                    EARN THEIR CONFIDENCE WITH EVERY ACTION"
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                                 CODE OF ETHICS
                             INSIDER TRADING POLICY
                                   GIFT POLICY
                            OUTSIDE EMPLOYMENT POLICY
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                           LAST REVISED MARCH 1, 2000
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                                TABLE OF CONTENTS

DEFINITIONS ...................................................................1

INTRODUCTION...................................................................4
         CAUTION REGARDING PERSONAL TRADING ACTIVITIES.........................4
         COMMUNICATIONS WITH OUTSIDE TRUSTEES/DIRECTORS........................4

CODE OF ETHICS.................................................................5
         OVERVIEW..............................................................5
         GENERAL PROHIBITIONS..................................................5
         TRADING RESTRICTIONS..................................................6
                  EXCLUDED TRANSACTIONS........................................6
                  DISCLOSURE OF CONFLICTS......................................7
                  PRECLEARANCE.................................................7
                  TRADING BAN ON PORTFOLIO MANAGERS AND ASSISTANT
                         PORTFOLIO MANAGERS....................................8
                  BAN ON IPOs AND HOT ISSUES...................................8
                  60 DAY RULE..................................................8
                  BLACKOUT PERIOD..............................................8
                  FIFTEEN DAY RULE.............................................8
                  SEVEN DAY RULE...............................................9
                  SHORT SALES..................................................9
                  HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER INVESTMENTS.........9
         PRECLEARANCE PROCEDURES...............................................9
                  GENERAL PRECLEARANCE.........................................9
                  PRECLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL..........10
                  PRECLEARANCE OF COMPANY STOCK...............................10
                  PRECLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS......11
                  FOUR DAY EFFECTIVE PERIOD...................................11
         REPORTING REQUIREMENTS...............................................11
                  ACCOUNT STATEMENTS..........................................11
                  HOLDINGS REPORTS............................................12
                  PERSONAL SECURITIES TRANSACTION REPORTS.....................12
                  NON-INFLUENCE AND NON-CONTROL ACCOUNTS......................12
         OTHER REQUIRED FORMS.................................................13
                  ACKNOWLEDGMENT OF RECEIPT FORM..............................13
                  ANNUAL CERTIFICATION FORM...................................13
                  OUTSIDE DIRECTOR/TRUSTEE REPRESENTATION FORM................13

INSIDER TRADING POLICY........................................................14
         BACKGROUND INFORMATION...............................................14
                  WHO IS AN INSIDER?..........................................15
                  WHEN IS INFORMATION NONPUBLIC?..............................15
                  WHAT IS MATERIAL INFORMATION?...............................15
                  WHEN IS INFORMATION MISAPPROPRIATED?........................15
                  PENALTIES FOR INSIDER TRADING...............................16
                  WHO IS A CONTROLLING PERSON?................................16
         PROCEDURES TO IMPLEMENT POLICY ......................................16
                  IDENTIFYING MATERIAL INSIDE INFORMATION.....................16
                  REPORTING INSIDE INFORMATION................................17
                  WATCH AND RESTRICTED LISTS..................................17
                  PROTECTING INFORMATION......................................18
                  RESPONSIBILITY TO MONITOR TRANSACTIONS......................19
                  RECORD RETENTION............................................19
                  TENDER OFFERS...............................................19

GIFT POLICY...................................................................20
         GIFT GIVING..........................................................20
         GIFT RECEIVING.......................................................20
         CUSTOMARY BUSINESS AMENITIES.........................................20

OUTSIDE EMPLOYMENT POLICY.....................................................21

PENALTY GUIDELINES............................................................22
         OVERVIEW.............................................................22
         PENALTY GUIDELINES   ................................................22

SUPERVISORY AND COMPLIANCE PROCEDURES.........................................23
         SUPERVISORY PROCEDURES...............................................23
                  PREVENTION OF VIOLATIONS....................................23
                  DETECTION OF VIOLATIONS.....................................23
         COMPLIANCE PROCEDURES................................................24
                  REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS...............24
                  ANNUAL REPORTS..............................................24
                  RECORDS  24
                  INSPECTION..................................................25
                  CONFIDENTIALITY.............................................25
                  FILING OF REPORTS...........................................25
         THE ETHICS COMMITTEE.................................................25
                  MEMBERSHIP OF THE COMMITTEE.................................25
                  COMMITTEE MEETINGS..........................................25
                  SPECIAL DISCRETION..........................................26

GENERAL INFORMATION ABOUT THE ETHICS RULES....................................27
                  DESIGNEES...................................................27
                  ENFORCEMENT.................................................27
                  INTERNAL USE................................................27

FORMS.........................................................................28


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                               JANUS ETHICS RULES

                  "ACT IN THE BEST INTEREST OF OUR INVESTORS -
                    EARN THEIR CONFIDENCE WITH EVERY ACTION"


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                                   DEFINITIONS
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The following definitions are used throughout this document. You are responsible
for reading and being familiar with each definition.

1.   "Access Person" shall mean:

     1)   Any trustee,  director,  officer or Advisory Person of the Janus Funds
          or JCC;

     2)   Any  director or officer of JDI who in the  ordinary  course of his or
          her business makes,  participates in or obtains information  regarding
          the  purchase  or sale of  securities  for the Janus  Funds or for the
          advisory  clients or whose functions or duties as part of the ordinary
          course  of  his  or  her   business   relate  to  the  making  of  any
          recommendation  to the Janus Funds or advisory  clients  regarding the
          purchase or sale of securities; and

     3)   Any other persons  designated by the Ethics Committee as having access
          to current trading information.

2.   "Advisory Person" shall mean:

     1)   Any employee of the Janus Funds or JCC (or of any company in a control
          relationship  to the Janus Funds or JCC) who in connection with his or
          her regular  functions or duties,  makes,  participates  in or obtains
          information  regarding the purchase or sale of a security by the Funds
          or for the account of advisory  clients,  or whose functions relate to
          the making of any  recommendations  with respect to such purchases and
          sales; and

     2)   Any natural person in a control  relationship  to the Funds or JCC who
          obtains information  concerning  recommendations  made to the Funds or
          for the account of Clients  with  regard to the  purchase or sale of a
          security.

3.   "Beneficial  Ownership" shall be interpreted in the same manner as it would
     be under Rule  16a-1(a)(2)  under the  Securities  Exchange  Act of 1934 in
     determining  whether a person is  subject to the  provisions  of Section 16
     except that the  determination of direct or indirect  Beneficial  Ownership
     shall  apply to all  Covered  Securities  which  an  Access  Person  has or
     acquires.  For  example,  in addition to a person's  own  accounts the term
     "Beneficial  Ownership" encompasses securities held in the name of a spouse
     or equivalent domestic partnership, minor children, a relative sharing your
     home,  or  certain  trusts  under  which  you  or  a  related  party  is  a
     beneficiary,  or held  under  other  arrangements  indicating  a sharing of
     financial interest.

4.   "Company Stock" is any stock or option issued by Janus, Stilwell Financial,
     Inc. ("Stilwell") or Kansas City Southern Industries, Inc. ("KCSI").

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

6.   "Covered  Persons" are all Directors,  Trustees,  officers,  and full-time,
     part-time or temporary  employees of Janus, and persons working at Janus on
     a contract basis.

7.   "Covered  Securities"  generally include all securities  (including Company
     Stock),  whether  publicly or  privately  traded,  and any option,  future,
     forward contract or other obligation involving a security or index thereof,
     including an instrument whose value is derived or based on any of the above
     (a "derivative"). The term Covered Security includes any separate security,
     which is convertible into or exchangeable  for, or which confers a right to
     purchase  such  security.   The  following   investments  are  not  Covered
     Securities:

     o    shares of  registered  open-end  investment  companies  (e.g.,  mutual
          funds);

     o    direct obligations of the U.S. government (e.g., Treasury securities),
          or any derivative thereof;

     o    securities  representing  a  limited  partnership  interest  in a real
          estate limited partnership;

     o    high-quality  money  market  instruments,   such  as  certificates  of
          deposit, bankers acceptances, repurchase agreements, commercial paper,
          and U.S. government agency obligations;

     o    insurance contracts, including life insurance or annuity contracts;

     o    direct  investments  in real estate,  business  franchises  or similar
          ventures; and

     o    physical   commodities   (including   foreign   currencies),   or  any
          derivatives thereof.

8.   "Designated  Compliance  Representatives"  are  David  Kowalski  and  Ernie
     Overholt or their designee(s).

9.   "Designated  Legal  Representatives"  are Bonnie  Howe and Heidi  Walter or
     their designee(s).

10.  "Designated  Trading  Operations  Representatives"  are Lesa  Finney,  John
     Porro, and Mark Farrell.

11.  "Directors" are directors of JCC.

12.  "Executive  Committee"  is comprised of Thomas  Bailey,  Jim Craig,  Thomas
     Early, Steve Goodbarn, Margie Hurd, and Mark Whiston.

13.  "Executive Investment Committee" is comprised of Jim Craig, Jim Goff, Helen
     Hayes, Warren Lammert, and Scott Schoelzel.

14.  "Ethics  Committee" is comprised of Thomas  Early,  Steve  Goodbarn,  David
     Kowalski and Ernie Overholt.

15.  "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.

16.  "Inside  Trustees and  Directors"  are Trustees and  Directors who are also
     employed by Janus.

17.  "Investment  Personnel"  shall  mean  (i)  a  person  who  makes  decisions
     regarding  the purchase or sale of  securities by or on behalf of the Janus
     Funds or  advisory  clients and any person such as an analyst or trader who
     directly  assists in the process,  and (ii) any natural person who controls
     the   Janus   Funds  or  JCC  and  who   obtains   information   concerning
     recommendations made to the Funds regarding the purchase or sale of Covered
     Securities by the Funds.

18.  "Janus"  is Janus  Investment  Fund,  Janus  Aspen  Series,  Janus  Capital
     Corporation,  Janus Service  Corporation,  Janus Distributors,  Inc., Janus
     Capital  International  Ltd., Janus  International (UK) Ltd., Janus Capital
     Trust Manager Ltd., Janus Universal Funds, and Janus World Funds Plc.

19.  "Janus  Funds"  are  Janus  Investment  Fund,  Janus  Aspen  Series,  Janus
     Universal Funds, and Janus World Funds Plc.

20.  "JCC" is Janus Capital Corporation, Janus Capital International Ltd., Janus
     International (UK) Ltd. and Janus Capital Trust Manager Ltd.

21.  "JDI" is Janus Distributors, Inc.

22.  "JDI's Operations Manager" is Dana Stephens and/or her designee(s).

23.  "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 thereunder.

24.  "NASD" is the National Association of Securities Dealers, Inc.

25.  "Non-Access Person" is any person that is not an Access Person.

26.  "Outside Directors" are Directors who are not employed by Janus.

27.  "Outside  Trustees"  are Trustees who are not  "interested  persons" of the
     Janus Funds within the meaning of Section 2(a)(9) of the 1940 Act.

28.  "Registered Persons" are persons registered with the NASD by JDI.

29.  "Security Held or to be Acquired" means any Covered Security which,  within
     the most recent 15 days (i) is or has been held by the Janus Funds; or (ii)
     is being or has been considered by the Janus Funds or JCC for purchase.

30.  "SEC" is Securities and Exchange Commission.

31.  "Trustees" are trustees of Janus Investment Fund and Janus Aspen Series.

These definitions may be updated from time to time to reflect changes in
personnel.


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                                  INTRODUCTION
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         These Ethics Rules ("Rules") apply to all Covered Persons. The Rules
apply to transactions for your personal accounts and any other accounts you
Beneficially Own. You may be deemed the beneficial owner of any account in which
you have a direct or indirect financial interest. Such accounts include, among
others, accounts held in the name of your spouse or equivalent domestic
partnership, your minor children, a relative sharing your home, or certain
trusts under which you or such persons are a beneficiary.

         The Rules are intended to ensure that you (i) at all times place first
the interests of the Janus Funds, investment companies for which Janus serves as
subadviser, and other advisory clients ("Clients"); (ii) conduct all personal
trading consistent with the Rules and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of your position of trust and
responsibility; and (iii) not use any material nonpublic information in
securities trading. The Rules also establish policies regarding other matters,
such as outside employment and the giving or receiving of gifts.

         You are required to read and retain these Rules and to sign and return
the attached Acknowledgment of Receipt Form to Compliance upon commencement of
employment or other services. On an annual basis thereafter, you will be
required to complete an Annual Certification Form. The Annual Certification Form
confirms that (i) you have received, read and asked any questions necessary to
understand the Rules; (ii) you agree to conduct yourself in accordance with the
Rules; and (iii) you have complied with the Rules during such time as you have
been associated with Janus. Depending on your status, you may be required to
submit additional reports and/or obtain clearances as discussed more fully
below.

         Unless otherwise defined, all capitalized terms shall have the same
meaning as set forth in the Definitions section.

                  CAUTION REGARDING PERSONAL TRADING ACTIVITIES

         Certain personal trading activities may be risky not only because of
the nature of the transactions, but also because action necessary to close out a
position may become prohibited for some Covered Persons while the position
remains open. For example, you may not be able to close out short sales and
transactions in derivatives. Furthermore, if JCC becomes aware of material
nonpublic information, or if a Client is active in a given security, some
Covered Persons may find themselves "frozen" in a position. JCC will not bear
any losses in personal accounts resulting from the application of these Rules.

                 COMMUNICATIONS WITH OUTSIDE TRUSTEES/DIRECTORS

         As a regular business practice, JCC attempts to keep Directors and
Trustees informed with respect to its investment activities through reports and
other information provided to them in connection with board meetings and other
events. In addition, Janus personnel are encouraged to respond to inquiries from
Directors and Trustees, particularly as they relate to general strategy
considerations or economic or market conditions affecting Janus. However, it is
JCC's policy not to communicate specific trading information and/or advice on
specific issues to Outside Directors and Outside Trustees (i.e., no information
should be given on securities for which current activity is being considered for
Clients). Any pattern of repeated requests by such Directors or Trustees should
be reported to the Chief Compliance Officer or the Compliance Manager.


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                                 CODE OF ETHICS
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                                    OVERVIEW

         In general, it is unlawful for persons affiliated with investment
companies, their principal underwriters or their investment advisers to engage
in personal transactions in securities held or to be acquired by a registered
investment company, if such personal transactions are made in contravention of
rules which the SEC has adopted to prevent fraudulent, deceptive and
manipulative practices. Such rules require each registered investment company,
investment adviser and principal underwriter to adopt its own written code of
ethics containing provisions reasonably necessary to prevent its employees from
engaging in such conduct, and to maintain records, use reasonable diligence, and
institute such procedures as are reasonably necessary to prevent violations of
such code. This Code of Ethics ("Code") and information reported hereunder will
enable Janus to fulfill these requirements.

                              GENERAL PROHIBITIONS

         The following activities are prohibited for applicable Covered Persons
(remember, if you work at Janus full-time, part-time, temporarily or on a
contract basis, or you are a Trustee or Director, you are a Covered Person).
Persons who violate any prohibition may be required to disgorge any profits
realized in connection with such violation to a charitable organization selected
by the Ethics Committee and may be subject to other sanctions imposed by the
Ethics Committee, as outlined in the Penalty Guidelines.

1.   Covered  Persons may not cause a Client to take action,  or to fail to take
     action,  for personal  benefit,  rather than to benefit  such  Client.  For
     example,  a Covered  Person would  violate this Code by causing a Client to
     purchase  a  security  owned  by the  Covered  Person  for the  purpose  of
     supporting or increasing  the price of that security or by causing a Client
     to  refrain  from  selling a  security  in an attempt to protect a personal
     investment, such as an option on that security.

2.   Covered  Persons may not use  knowledge of portfolio  transactions  made or
     contemplated  for  Clients to  profit,  or cause  others to profit,  by the
     market effect of such transactions.

3.   Covered Persons may not disclose  current  portfolio  transactions  made or
     contemplated  for  Clients as well as any other  nonpublic  information  to
     anyone outside of Janus.

4.   Covered Persons may not engage in fraudulent conduct in connection with the
     purchase  or  sale  of a  Security  Held  or to be  Acquired  by a  Client,
     including without limitation:

     1)   Employing any device, scheme or artifice to defraud any Client;

     2)   Making to any Client any untrue statement of material fact or omitting
          to state to any Client a material fact  necessary in order to make the
          statements  made, in light of the  circumstances  under which they are
          made, not misleading;

     3)   Engaging in any act,  practice or course of business which operates or
          would operate as a fraud or deceit upon any Client;

     4)   Engaging in any manipulative practice with respect to any Client; or

     5)   Investing  in  derivatives  to evade the  restrictions  of this  Code.
          Accordingly,  individuals may not use derivatives to take positions in
          securities  that  would  be  otherwise  prohibited  by the Code if the
          positions were taken directly.

5.   Investment  Personnel may not serve on the board of directors of a publicly
     traded  company  without  prior  written   authorization  from  the  Ethics
     Committee.  No such  service  shall be  approved  without a finding  by the
     Ethics Committee that the board service would not be inconsistent  with the
     interests  of  Clients.  If  board  service  is  authorized  by the  Ethics
     Committee,  the Investment Personnel serving as director normally should be
     isolated from those making investment decisions with respect to the company
     involved through "Chinese Walls" or other procedures.


                              TRADING RESTRICTIONS

         The trading restrictions of the Code apply to all direct or indirect
acquisitions or dispositions of Covered Securities, whether by purchase, sale,
tender offers, stock purchase plan, gift, inheritance, or otherwise. Unless
otherwise noted, the following trading restrictions are applicable to any
transaction in a Covered Security Beneficially Owned by a Covered Person.
Outside Directors and Outside Trustees are exempt from certain trading
restrictions because of their limited access to current information regarding
Client investments.

         Any disgorgement of profits required under any of the following
provisions shall be donated to a charitable organization selected by the Ethics
Committee, as outlined in the Penalty Guidelines. However, if disgorgement is
required as a result of trades by a portfolio manager that conflicted with that
manager's own Clients, disgorgement proceeds shall be paid directly to such
Clients. If disgorgement is required under more than one provision, the Ethics
Committee shall determine in its sole discretion the provision that shall
control.(1)
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(1)  Unless  otherwise  noted,  restrictions on personal  transactions  apply to
     transactions   involving  Covered  Securities,   including  any  derivative
     thereof.  When determining the amount of disgorgement required with respect
     to a derivative,  consideration  will be given to price differences in both
     the derivative and the underlying securities,  with the lesser amount being
     used for purposes of computing  disgorgement.  For example,  in determining
     whether  reimbursement is required when the applicable personal trade is in
     a derivative and the Client transaction is in the underlying security,  the
     amount shall be calculated  using the lesser of (a) the difference  between
     the price paid or received  for the  derivative  and the closing bid or ask
     price  (as  appropriate)  for the  derivative  on the  date  of the  Client
     transaction, or (b) the difference between the last sale price, or the last
     bid or ask price (as appropriate) of the underlying security on the date of
     the  derivative  transaction,  and the price received or paid by the Client
     for the underlying security. Neither preclearance nor disgorgement shall be
     required  if such  person's  transaction  is to close,  sell or  exercise a
     derivative within five days of its expiration.


EXCLUDED TRANSACTIONS

         Some or all of the trading restrictions listed below do not apply to
the following transactions; however, these transactions must still be reported
to Compliance (see Reporting Requirements):

     o    Tender  offer  transactions  are exempt from all trading  restrictions
          except preclearance.


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     o    The acquisition of securities  through stock purchase plans are exempt
          from all trading restrictions except preclearance,  the trading ban on
          portfolio managers and assistant portfolio managers, and the seven day
          rule. (Note: the sales of securities acquired through a stock purchase
          plan are subject to all of the trading restrictions of the Code).

     o    The  acquisition  of  securities  through stock  dividends,  automatic
          dividend  reinvestment  plans,  stock  splits,  reverse  stock splits,
          mergers,   consolidations,   spin-offs,  or  other  similar  corporate
          reorganizations or distributions  generally  applicable to all holders
          of the same  class of such  securities  are  exempt  from all  trading
          restrictions.  The  acquisition of securities  through the exercise of
          rights  issued  by an  issuer  pro rata to all  holders  of a class of
          securities,  to the extent the rights  were  acquired in the issue are
          exempt from all trading restrictions.

     o    Non-discretionary transactions in Company Stock (e.g., the acquisition
          of securities  through Stilwell or KCSI's Employee Stock Purchase Plan
          ("ESPP")  or the  receipt of  options  in  Company  Stock as part of a
          compensation   or   benefit   plan)  are  exempt   from  all   trading
          restrictions.  Discretionary  transactions  in Company Stock issued by
          JCC  are  exempt   from  all   trading   restrictions.   Discretionary
          transactions  in  Company  Stock  issued by  Stilwell  or KCSI  (e.g.,
          exercising  options or selling ESPP Stock) are exempt from all trading
          restrictions  except  preclearance (See procedures for Preclearance of
          Company Stock).

     o    The  acquisition  of securities by gift or  inheritance is exempt from
          all trading  restrictions.  (Note: the sales of securities acquired by
          gift or  inheritance  are subject to all trading  restrictions  of the
          Code).

     o    Transactions  in  options  on and  securities  based on the  following
          indexes are exempt from all trading  restrictions:  S&P 500 Index, S&P
          MidCap 400 Index, S&P 100 Index, FTSE 100 Index or Nikkei 225 Index.

DISCLOSURE OF CONFLICTS

         If an Investment Person is planning to invest or make a recommendation
to invest in a security for a Client, and such person has a material interest in
the security, such person must first disclose such interest to his or her
manager or the Chief Investment Officer. The manager or Chief Investment Office
shall conduct an independent review of the recommendation to purchase the
security for Clients. The manager or Chief Investment Officer may review the
recommendation only if he or she has no material interest in the security. A
material interest is Beneficial Ownership of any security (including
derivatives, options, warrants or rights), offices, directorships, significant
contracts, or interests or relationships that are likely to affect such person's
judgment.

PRECLEARANCE

         Access Persons (except Outside Directors and Outside Trustees) must
obtain preclearance prior to engaging in any personal transaction in Covered
Securities. (See Preclearance Procedures below).




TRADING BAN ON PORTFOLIO MANAGERS AND ASSISTANT PORTFOLIO MANAGERS

         Portfolio managers and their assistants are prohibited from trading
personally in Covered Securities. However, the following types of transactions
are exempt from this policy, but are subject to all applicable provisions of the
Rules, including preclearance:

     o    Purchases or sales of Company Stock;

     o    The sale of any security that is not held by any Client; and

     o    The  sale  of any  security  in  order  to  raise  capital  to  fund a
          significant life event. For example,  purchasing a home or automobile,
          or paying medical or education expenses.

BAN ON IPOs AND HOT ISSUES

         Covered Persons (except Outside Directors and Outside Trustees) may not
purchase securities in an initial public offering or in a secondary offering
that constitutes a "hot issue" as defined in NASD rules. Such securities may be
purchased or received, however, where the individual has an existing right to
purchase the security based on his or her status as an investor, policyholder or
depositor of the issuer. In addition, securities issued in reorganizations are
also outside the scope of this prohibition if the transaction involves no
investment decision on the part of the Covered Person except in connection with
a shareholder vote.

60 DAY RULE

         Access Persons (except Outside Directors and Outside Trustees) shall
disgorge any profits realized in the purchase and sale, or sale and purchase, of
the same or equivalent Covered Securities within sixty (60) calendar days if a
Client held or traded the security during the sixty (60) calendar day period.

BLACKOUT PERIOD

         No Access Person may engage in a transaction in a Covered Security when
such person knows or should have known at the time there to be pending, on
behalf of any Client, a "buy" or "sell" order in that same security. The
existence of pending orders will be checked by Compliance as part of the
Preclearance process. Preclearance may be given when any pending Client order is
completely executed or withdrawn.

FIFTEEN DAY RULE

         Any Access Person (except Outside Directors and Outside Trustees) who
buys or sells a Covered Security within fifteen calendar days before such
security is bought or sold on behalf of any Client must disgorge any price
advantage realized. The price advantage shall be the favorable spread, if any,
between the price paid or received by such person and the least favorable price
paid or received by a Client during such period.(2) The Ethics Committee has the
authority by unanimous action to exempt any person from the fifteen-day rule if
such person is selling a security to raise capital to fund a significant life
event. For example, purchasing a home or automobile, or paying medical or
education expenses. In order for the Ethics Committee to consider such
exemption, the life event must occur within thirty (30) calendar days of the
security transaction, and the person must provide written confirmation of the
event.
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(2)  Personal purchases are matched only against subsequent Client purchases and
     personal  sales  are  matched  only  against  subsequent  Client  sales for
     purposes of this restriction.

SEVEN DAY RULE

         Any portfolio manager or assistant portfolio manager who buys or sells
a Covered Security within seven calendar days before or after he or she trades
in that security on behalf of a Client shall disgorge any profits realized on
such transaction.

SHORT SALES

         Any Access Person who sells short a Covered Security that such person
knows or should have known is held long by any Client shall disgorge any profit
realized on such transaction. This prohibition shall not apply, however, to
securities indices or derivatives thereof (such as futures contracts on the S&P
500 index). Client ownership of Covered Securities will be checked as part of
the Preclearance process.

HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER INVESTMENTS

         No Access Person (except Outside Directors and Outside Trustees) may
participate in hedge funds, partnerships, investment clubs, or similar
investment vehicles, unless such person does not have any direct or indirect
influence or control over the trading. Covered Persons wishing to rely upon this
provision must submit a Certification of Non-Influence and Non-Control Form to
the Compliance Manager for approval. (See Non-Influence and Non-Control Accounts
section below.)

                             PRECLEARANCE PROCEDURES

         Access Persons must obtain preclearance for all applicable transactions
in Covered Securities in which such person has a Beneficial Interest. A
Preclearance Form must be completed and forwarded to Compliance. Compliance
shall promptly notify the person of approval or denial of the transaction.
Notification of approval or denial of the transaction may be given verbally;
however, it shall be confirmed in writing within seventy-two (72) hours of
verbal notification. When preclearance has been approved, the person then has
four business days from and including the day of first notification to execute
the trade.

GENERAL PRECLEARANCE

         General preclearance shall be obtained from an authorized person from
each of the following three groups:

     o    A DESIGNATED LEGAL OR COMPLIANCE REPRESENTATIVE,  who will present the
          personal investment to the attendees of the weekly investment meeting,
          whereupon an opportunity  will be given to orally object.  An attendee
          of the weekly  investment  meeting  shall object to such  clearance if
          such person knows of a conflict with a pending Client transaction or a
          transaction  known by such  attendee to be under  consideration  for a
          Client.  Objections to such  clearance  should also take into account,
          among other  factors,  whether the  investment  opportunity  should be
          reserved for a Client.  If no objections  are raised,  the  Designated
          Legal or  Compliance  Representative  shall so indicate by signing the
          Preclearance  Form.  Such approval  shall not be required for sales of
          securities not held by any Clients.

          In place of this authorization,  Investment  Personnel are required to
          obtain approvals from all Executive  Investment  Committee  members as
          noted in the section  below  entitled  Preclearance  Requirements  for
          Investment Personnel.

     o    A  DESIGNATED  TRADING  OPERATIONS  REPRESENTATIVE,  who  may  provide
          clearance if such  Representative  knows at the time of the request of
          no pending "buy" or "sell" order in the security on behalf of a Client
          and no such trades are known by such person to be under consideration.

     o    The  COMPLIANCE   MANAGER,   OR  A  DESIGNATED   LEGAL  OR  COMPLIANCE
          REPRESENTATIVE  IF THE COMPLIANCE  MANAGER IS NOT  AVAILABLE,  who may
          provide clearance if no legal prohibitions are known by such person to
          exist with respect to the proposed trade. Approvals for such clearance
          should take into account,  among other  factors,  the existence of any
          Watch  List  or  Restricted   List  and,  to  the  extent   reasonably
          practicable, recent trading activity and holdings of Clients.

          No authorized person may preclear a transaction in which such person
has a Beneficial Interest.

PRECLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL

         Trades by Investment Personnel may not be precleared by presentation at
the weekly investment meeting. Instead, Investment Personnel must obtain the
following management approvals. However, such approvals shall not be required
for sales of securities not held by any Clients:

     o    TRADES IN EQUITY  SECURITIES  require prior written  approval from all
          members of the Executive  Investment  Committee,  Investment  Person's
          manager and either Ron Speaker or Sandy Rufenacht;

     o    TRADES IN DEBT  SECURITIES  require  prior  written  approval from all
          senior fixed income portfolio managers,  either Jim Craig or two other
          Executive   Investment  Committee  members,  and  Investment  Person's
          manager.

         A portfolio manager may not preclear his or her own transaction.

PRECLEARANCE OF COMPANY STOCK

         Officers of Janus and certain persons designated by Compliance who wish
to make discretionary transactions in Stilwell or KCSI securities, or
derivatives thereon, must preclear such transactions. A Company Stock
Preclearance Form must be completed and forwarded to Compliance. Compliance
shall promptly notify the person of approval or denial for the transaction.
Notification of approval or denial for the transaction may be given verbally;
however, it shall be confirmed in writing within seventy-two (72) hours of
verbal notification. When preclearance has been approved, the person then has
four business days from and including the day of first notification to execute
the trade.

         If such persons are subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, trading will generally be allowed only in the
ten (10) business day period beginning seventy-two (72) hours after Stilwell or
KCSI files its quarterly results with the SEC (e.g., 10Q or 10K filing, not
earnings release). To preclear the trade, the Compliance Manager or such other
Representative shall discuss the transaction with Janus's General Counsel or
Chief Financial Officer.

PRECLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS

         Access Persons (other than Outside Directors and Outside Trustees) who
wish to participate in a tender offer or stock purchase plan must preclear such
trades only with the Compliance Manager prior to submitting notice to
participate in such tender offer or notice of participation in such stock
purchase plan to the applicable company. To preclear the trade, the Compliance
Manager shall consider all material factors relevant to a potential conflict of
interest between the Access Person and Clients. In addition, any increase of
$100 or more to a pre-existing stock purchase plan must be precleared.

FOUR DAY EFFECTIVE PERIOD

         Clearances to trade will be in effect for only four trading/business
days from and including the date of the last Authorized Person's signature
(which may not be provided more than one day after the first Authorized Person's
signature). For tender offers, stock purchase plans, exercise of Company Stock
and similar transactions, the date the request is submitted to the company
processing the transaction will be considered the trade date for purposes of
this requirement. Open orders, including stop loss orders, will generally not be
allowed unless such order is expected to be completed within the four day
effective period. It is necessary to re-preclear transactions not executed
within the four day effective period.

                             REPORTING REQUIREMENTS

ACCOUNT STATEMENTS

         ACCESS PERSONS (other than Outside Trustees) and REGISTERED PERSONS
must notify Compliance of each brokerage account in which they have a Beneficial
Interest and must arrange for their brokers or financial institutions to provide
to Compliance, on a timely basis, duplicate account statements and confirmations
showing all transactions in brokerage or commodities accounts in which they have
a Beneficial Interest. A Personal Brokerage Account Disclosure Form should be
completed for this purpose.

         PLEASE NOTE THAT, EVEN IF SUCH PERSON DOES NOT TRADE COVERED SECURITIES
IN A PARTICULAR BROKERAGE OR COMMODITIES ACCOUNT (E.G., TRADING MUTUAL FUNDS IN
A SCHWAB ACCOUNT), THE REPORTING OF DUPLICATE ACCOUNT STATEMENTS AND
CONFIRMATIONS IS STILL REQUIRED. HOWEVER, IF SUCH PERSON ONLY USES A PARTICULAR
BROKERAGE ACCOUNT FOR CHECKING ACCOUNT PURPOSES, AND NOT INVESTMENT PURPOSES, HE
OR SHE MAY IN LIEU OF REPORTING DUPLICATE ACCOUNT STATEMENTS, REPORT DUPLICATE
TRADE CONFIRMATIONS AND MAKE A QUARTERLY REPRESENTATION TO COMPLIANCE INDICATING
THAT NO INVESTMENT TRANSACTIONS OCCURRED IN THE ACCOUNT DURING THE CALENDAR
QUARTER. Reporting of accounts that do not allow any trading in Covered
Securities (e.g., a mutual fund account held directly with the fund sponsor) is
not required.

         Covered Persons must notify Compliance of each reportable account at
the time it is opened, and annually thereafter, including the name of the firm
and the name under which the account is carried. A Personal Brokerage Account
Disclosure Form should be completed for this purpose.

         Certain transactions might not be reported through a brokerage account,
such as private placements, inheritances or gifts. In these instances, Access
Persons must report these transactions within ten (10) calendar days using a
Personal Securities Transaction Report as noted below.

Registered Persons are reminded that they must also inform any brokerage firm
with which they open an account, at the time the account is opened, that they
are registered with JDI.

         NON-ACCESS PERSONS who engage in an aggregate of $25,000 or more of
transactions in Covered Securities within a calendar year must provide
Compliance with an Annual Transaction Report listing all such transactions in
all accounts in which such person has a Beneficial Interest. Compliance will
request this information annually and will spot check all or a portion of such
transactions or accounts.

HOLDINGS REPORTS

         ACCESS PERSONS (other than Outside Trustees) must, within ten (10)
calendar days after becoming an Access Person, provide Compliance with a
Holdings Report which lists all Covered Securities beneficially held and any
brokerage accounts through which such securities are maintained. In addition,
such persons must provide a brief description of any positions held (e.g.,
director, officer, other) with for-profit entities other than Janus. The report
must contain information current as of no more than thirty (30) calendar days
from the time the report is submitted.

PERSONAL SECURITIES TRANSACTION REPORTS

         ACCESS PERSONS (other than Outside Trustees) must provide a Personal
Securities Transaction Report within ten (10) calendar days after any month end
showing all transactions in Covered Securities for which confirmations are known
by such person to not have been timely provided to Janus, and all such
transactions that are not effected in brokerage or commodities accounts,
including without limitation non-brokered private placements, and transactions
in securities that are in certificate form, which may include gifts,
inheritances, and other transactions in Covered Securities.

         OUTSIDE TRUSTEES need only report a transaction in a Covered Security
if such person, at the time of that transaction, knew or, in the ordinary course
of fulfilling his or her official duties as a Trustee should have known, that,
during the fifteen-day period immediately preceding the date of his or her
personal transaction, such security was purchased or sold by, or was being
considered for purchase or sale on behalf of, any Janus Fund for which such
person acts as Trustee.

SUCH PERSONS MUST PROMPTLY COMPLY WITH ANY REQUEST OF THE COMPLIANCE MANAGER TO
PROVIDE TRANSACTION REPORTS REGARDLESS OF WHETHER THEIR BROKER HAS BEEN
INSTRUCTED TO PROVIDE DUPLICATE CONFIRMATIONS. SUCH REPORTS MAY BE REQUESTED,
FOR EXAMPLE, TO CHECK THAT ALL APPLICABLE CONFIRMATIONS ARE BEING RECEIVED OR TO
SUPPLEMENT THE REQUESTED CONFIRMATIONS WHERE A BROKER IS DIFFICULT TO WORK WITH
OR OTHERWISE FAILS TO PROVIDE DUPLICATE CONFIRMATIONS ON A TIMELY BASIS.

NON-INFLUENCE AND NON-CONTROL ACCOUNTS

         The Rules shall not apply to any account, partnership, or similar
investment vehicle over which a Covered Person has no direct or indirect
influence or control. Covered Persons wishing to rely upon this provision are
required to receive approval from the Ethics Committee. In order to request such
approval, a Certification of Non-Influence and Non-Control Form must be
submitted to the Compliance Manager.

         Any account beneficially owned by a Covered Person that is managed by
JCC in a discretionary capacity is not covered by these Rules so long as such
person has no direct or indirect influence or control over the account. The
employment relationship between the account-holder and the individual managing
the account, in the absence of other facts indicating control, will not be
deemed to give such account-holder influence or control over the account.

                              OTHER REQUIRED FORMS

         In addition to the Preclearance Form, Preclearance Form for Company
Stock, Personal Brokerage Account Disclosure Form, Holdings Report, Report of
Personal Securities Transactions, Annual Transaction Report, and Certification
of Non-Influence and Non-Control Form discussed above, the following forms
(available through Lotus Notes) must be completed if applicable to you:

ACKNOWLEDGMENT OF RECEIPT FORM

         Each Covered Person must provide Compliance with an Acknowledgment of
Receipt Form within ten (10) calendar days of commencement of employment or
other services certifying that he or she has received a current copy of the
Rules and acknowledges, as a condition of employment, that he or she will comply
with the Rules in their entirety.

ANNUAL CERTIFICATION FORM

         Each Covered Person must provide Compliance annually within thirty (30)
calendar days from date of request with an Annual Certification Form certifying
that he or she:

         1)       Has received, read and understands the Rules;

         2)       Has complied with the requirements of the Rules; and

         3)       Has disclosed or reported all open brokerage and commodities
                  accounts, personal holdings and personal securities
                  transactions required to be disclosed or reported pursuant to
                  the requirements of the Rules.

OUTSIDE DIRECTOR/TRUSTEE REPRESENTATION FORM

         All Outside Directors and Outside Trustees must, upon commencement of
services and annually thereafter, provide Compliance with an Outside
Director/Trustee Representation Form. The Form declares that such persons agree
to refrain from trading in any securities when they are in possession of any
information regarding trading recommendations made or proposed to be made to any
Client by Janus or its officers or employees.




<PAGE>



                             INSIDER TRADING POLICY

                             BACKGROUND INFORMATION

         The term "insider trading" is not defined in the federal securities
statutes, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.

         While the law concerning insider trading can be complex and unclear,
you should assume that the law prohibits:

     o    Trading by an  insider,  while in  possession  of  material  nonpublic
          information,

     o    Trading by a  non-insider,  while in possession of material  nonpublic
          information,  where the  information  was disclosed to the non-insider
          (either directly or through one or more  intermediaries)  in violation
          of an insider's duty to keep it confidential,

     o    Communicating  material nonpublic information to others in breach of a
          duty not to disclose such information, and

     o    Misappropriating   confidential  information  for  securities  trading
          purposes, in breach of a duty owed to the source of the information to
          keep the information confidential.

         Trading based on material nonpublic information about an issuer does
not violate this policy unless the trader (i) is an "insider" with respect to an
issuer; (ii) receives the information from an insider or from someone that the
trader knows received the information from an insider, either directly or
indirectly, or (iii) misappropriates the nonpublic information or obtains or
misuses it in breach of a duty of trust and confidence owed to the source of the
information. Accordingly, trading based on material nonpublic information about
an issuer can be, but is not necessarily, a violation of this Policy. Trading
while in possession of material nonpublic information relating to a tender offer
is prohibited under this Policy regardless of how such information was obtained.

         Application of the law of insider trading to particular transactions
can be difficult, particularly if it involves a determination about trading
based on material nonpublic information. You legitimately may be uncertain about
the application of this Policy in particular circumstances. If you have any
questions regarding the application of the Policy or you have any reason to
believe that a violation of the Policy has occurred or is about to occur, you
should contact the Chief Compliance Officer or the Compliance Manager.

         The following discussion is intended to help you understand the
principal concepts involved in insider trading.



<PAGE>


WHO IS AN INSIDER?

         The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees of
such organizations. In addition, one or more of the Janus entities may become a
temporary insider of a company it advises or for which it performs other
services. To be considered an insider, the company must expect the outsider to
keep the disclosed nonpublic information confidential and/or the relationship
must at least imply such a duty.

WHEN IS INFORMATION NONPUBLIC?

         Information remains nonpublic until it has been made public.
Information becomes public when it has been effectively communicated to the
marketplace, such as by a public filing with the SEC or other governmental
agency, inclusion in the Dow Jones "tape" or publication in The Wall Street
Journal or another publication of general circulation. Moreover, sufficient time
must have passed so that the information has been disseminated widely.

WHAT IS MATERIAL INFORMATION?

         Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally means information for
which there is a substantial likelihood that a reasonable investor would
consider it important in making his or her investment decisions, or information
that is reasonably certain to have a substantial effect on the price of a
company's securities. Information that should be considered material includes,
but is not limited to: dividend changes, earnings estimates, changes in
previously released earnings estimates, significant merger or acquisition
proposals or agreements, major litigation, liquidation problems, and
extraordinary management developments.

         Material information may also relate to the market for a company's
securities. Information about a significant order to purchase or sell securities
may, in some contexts, be deemed material. Similarly, prepublication information
regarding reports in the financial press also may be deemed material. For
example, the Supreme Court upheld the criminal convictions of insider trading
defendants who capitalized on prepublication information about The Wall Street
Journal's "Heard on the Street" column.

WHEN IS INFORMATION MISAPPROPRIATED?

         The misappropriation theory prohibits trading on the basis of
non-public information by a corporate "outsider" in breach of a duty owed not to
a trading party, but to the source of confidential information. Misappropriation
of information occurs when a person obtains the non-public information through
deception or in breach of a duty of trust and loyalty to the source of the
information.



<PAGE>


PENALTIES FOR INSIDER TRADING

         Penalties for trading on or communicating material nonpublic
information are severe, both for individuals involved in such unlawful conduct
and their employers or other controlling persons. A person can be subject to
some or all of the penalties below even if he or she does not personally benefit
from the violation. Penalties include:

     o    Civil injunctions

     o    Treble damages

     o    Disgorgement of profits

     o    Jail sentences for up to 10 years

     o    Fines up to  $1,000,000  (or  $2,500,000  for  corporations  and other
          entities)

     o    Civil  penalties  for the person who  committed the violation of up to
          three  times the  profit  gained or loss  avoided,  whether or not the
          person actually benefited, and

     o    Civil penalties for the employer or other controlling  person of up to
          the  greater  of  $1,000,000  or three  times the amount of the profit
          gained or loss avoided.

         In addition, any violation of the law may result in serious sanctions
by Janus, including termination of employment.

WHO IS A CONTROLLING PERSON?

         Included as controlling persons are Janus and its Directors, Trustees
and officers. If you are a Director, Trustee or officer, you have a duty to act
to prevent insider trading. Failure to fulfill such a duty may result in
penalties as described above.

                         PROCEDURES TO IMPLEMENT POLICY


         The following procedures have been established to aid the Directors,
Trustees, officers and employees of Janus in avoiding insider trading, and to
aid Janus in preventing, detecting and imposing sanctions against insider
trading.

IDENTIFYING MATERIAL INSIDE INFORMATION

         Before trading for yourself or others, including the Janus Funds or
other Clients, in the securities of a company about which you may have potential
inside information, ask yourself the following questions:

     o    To whom has this information  been provided?  Has the information been
          effectively communicated to the marketplace?

     o    Has this  information  been  obtained  from  either the issuer or from
          another  source  in  breach  of a duty to  that  source  to  keep  the
          information confidential?

     o    Is the  information  material?  Is this  information  that an investor
          would consider important in making his or her investment decisions? Is
          this  information that would affect the market price of the securities
          if generally disclosed?

         Special caution should be taken with respect to potential inside
information regarding JCC. Although JCC's shares are not publicly traded, JCC's
parent, KCSI, is a publicly traded company. KCSI owns 82% of the stock of JCC.
As a result, potential inside information regarding JCC may affect trading in
KCSI stock and should be reported pursuant to the procedures set forth below.
The following is a non-exclusive list of situations that Investment Personnel
should report immediately pursuant to the procedures below: (i) participation in
private placements; (ii) the receipt of any information from an issuer pursuant
to a confidentiality agreement; (iii) participation on or receipt of information
from a bankruptcy committee of an issuer; and (iv) receipt of information
regarding earnings or sales figures in advance of the public release of those
numbers.

REPORTING INSIDE INFORMATION

         If, after consideration of the above, you believe that the information
is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps:

     o    Do not  purchase  or sell the  securities  on  behalf of  yourself  or
          others, including Clients.

     o    Do not communicate the information  inside or outside of Janus,  other
          than to the Chief Compliance Officer or the Compliance Manager.

     o    Immediately  advise the Chief Compliance Officer or Compliance Manager
          of the  nature and source of such  information.  The Chief  Compliance
          Officer or  Compliance  Manager will review the  information  with the
          Ethics Committee.

     o    Depending upon the determination  made by the Ethics Committee,  or by
          the Chief Compliance Officer until the Committee can be convened,  you
          may be  instructed  to continue the  prohibition  against  trading and
          communication and the Compliance  Manager will place the security on a
          Restricted List or Watch List, as described below.  Alternatively,  if
          it is  determined  that  the  information  obtained  is  not  material
          nonpublic information, you may be allowed to trade and communicate the
          information.

WATCH AND RESTRICTED LISTS

         Whenever the Ethics Committee or the Chief Compliance Officer
determines that a Director, Trustee, officer or employee of Janus is in
possession of material nonpublic information with respect to a company
(regardless of whether it is currently owned by any Client) such company will
either be placed on a Watch List or on a Restricted List.



<PAGE>


WATCH LIST

         If the security is placed on a Watch List, the flow of the information
to other Janus personnel will be restricted in order to allow such persons to
continue their ordinary investment activities. This procedure is commonly
referred to as a "Chinese Wall."

RESTRICTED LIST

         If the Ethics Committee or the Chief Compliance Officer determines that
material nonpublic information is in the possession of a Director, Trustee,
officer, or employee of Janus and cannot be adequately isolated through the use
of a Chinese Wall, the company will be placed on the Restricted List. While a
company is on the Restricted List, no Investment Person shall initiate or
recommend any transaction in any Client account, and no Access Person shall be
precleared to transact in any account in which he or she has a beneficial
interest, with respect to the securities of such company. The Ethics Committee
or the Chief Compliance Officer will also have the discretion of placing a
company on the Restricted List even though no "break in the Chinese Wall" has or
is expected to occur with respect to the material nonpublic information about
the company. Such action may be taken by such persons for the purpose of
avoiding any appearance of the misuse of material nonpublic information.

         The Ethics Committee or the Chief Compliance Officer will be
responsible for determining whether to remove a particular company from the
Watch List or Restricted List. The only persons who will have access to the
Watch List or Restricted List are members of the Ethics Committee, Designated
Legal or Compliance Representatives and such persons who are affected by the
information. The Watch List and Restricted List are highly confidential and
should, under no circumstances, be discussed with or disseminated to anyone
other than the persons noted above.

PROTECTING INFORMATION

         Directors, Trustees, officers and employees of Janus shall not disclose
any nonpublic information (whether or not it is material) relating to Janus or
its securities transactions to any person outside Janus (unless such disclosure
has been authorized by the Chief Compliance Officer). Material nonpublic
information may not be communicated to anyone, including any Director, Trustee,
officer or employee of Janus, except as provided in this Policy. Access to such
information must be restricted. For example, access to files containing material
nonpublic information and computer files containing such information should be
restricted, and conversations containing such information, if appropriate at
all, should be conducted in private.

         To insure the integrity of the Chinese Wall and to avoid unintended
disclosures, it is important that all employees take the following steps with
respect to confidential or nonpublic information:

     o    Do not  discuss  confidential  information  in public  places  such as
          elevators, hallways or social gatherings.

     o    To the extent  practical,  limit access to the areas of the firm where
          confidential  information  could be observed or overheard to employees
          with a business need for being in the area.

     o    Avoid use of  speakerphones  in areas where  unauthorized  persons may
          overhear conversations.

     o    Avoid  use  of  wireless  and  cellular  phones,  or  other  means  of
          communication, which may be intercepted.

     o    Where appropriate,  maintain the  confidentiality of Client identities
          by using code names or numbers for confidential projects.

     o    Exercise  care to  avoid  placing  documents  containing  confidential
          information  in areas where they may be read by  unauthorized  persons
          and to store such  documents in secure  locations when they are not in
          use.

     o    Destroy  copies  of  confidential  documents  no longer  needed  for a
          project  unless  required to be saved  pursuant to  applicable  record
          keeping policies or requirements.

RESPONSIBILITY TO MONITOR TRANSACTIONS

         Compliance will monitor transactions of Clients and employees for which
reports are received to detect the existence of any unusual trading activities
with respect to companies on the Watch and Restricted Lists. Compliance will
immediately report any unusual trading activity directly to the Compliance
Manager, and in his or her absence, the Chief Compliance Officer, who will be
responsible for determining what, if any, action should be taken.

RECORD RETENTION

         Compliance shall maintain copies of the Watch List and Restricted List
for a minimum of six years.

TENDER OFFERS

         Tender offers represent a particular concern in the law of insider
trading for two reasons. First, tender offer activity often produces
extraordinary fluctuations in the price of the target company's securities.
Trading during this time period is more likely to attract regulatory attention
(and produces a disproportionate percentage of insider trading cases). Second,
the SEC has adopted a rule which expressly forbids trading and "tipping" while
in possession of material nonpublic information regarding a tender offer
received from the tender offeror, the target company or anyone acting on behalf
of either. Janus employees and others subject to this Policy should exercise
particular caution any time they become aware of nonpublic information relating
to a tender offer.


<PAGE>


                                   GIFT POLICY

         Gifts may be given (or accepted) only if they are in accordance with
normally accepted business practices and do not raise any question of
impropriety. A question of impropriety may be raised if a gift influences or
gives the appearance of influencing the recipient. The following outlines
Janus's policy on giving and receiving gifts to help us maintain those standards
and is applicable to all Inside Directors and Inside Trustees, officers and
employees of Janus.

                                   GIFT GIVING

         Neither you nor members of your immediate family may give any gift,
series of gifts, or other thing of value, including cash, loans, personal
services, or special discounts ("Gifts") in excess of $100 per year to any
Client or any one person or entity that does or seeks to do business with or on
behalf of Janus or any Client (collectively referred to herein as "Business
Relationships").

                                 GIFT RECEIVING

         Neither you nor members of your immediate family may receive any Gift
of material value from any single Business Relationship. A Gift will be
considered material in value if it influences or gives the appearance of
influencing the recipient.

         In the event the aggregate fair market value of all Gifts received by
you from any single Business Relationship is estimated to exceed $250 in any
12-month period, you must immediately notify your manager. Managers that receive
such notification must report this information to the Compliance Manager if it
appears that such Gifts may have improperly influenced the receiver. If the Gift
is made in connection with the sale or distribution of registered investment
company or variable contract securities, the aggregate fair market value of all
such Gifts received by you from any single Business Relationship may never
exceed $100 in any 12-month period.

         Occasionally, Janus employees are invited to attend or participate in
conferences, tour a company's facilities, or meet with representatives of a
company. Such invitations may involve traveling and may require overnight
lodging. Generally, Janus must pay for all travel and lodging expenses provided
in connection with such activities. However, if appropriate, and with prior
approval from your manager, you may accept travel related amenities if the costs
are considered insubstantial and are not readily ascertainable.

     The solicitation of a Gift is prohibited (i.e., you may not request a Gift,
such as tickets to a sporting event, be given to you).

                          CUSTOMARY BUSINESS AMENITIES

         Customary business amenities are not considered Gifts so long as such
amenities are business related (e.g., if you are accepting tickets to a sporting
event, the offerer must go with you), reasonable in cost, appropriate as to time
and place, and neither so frequent nor so costly as to raise any question of
impropriety. Customary business amenities which you and, if appropriate, your
guests, may accept (or give) include an occasional meal, a ticket to a sporting
event or the theater, greens fees, an invitation to a reception or cocktail
party, or comparable entertainment.


<PAGE>


                            OUTSIDE EMPLOYMENT POLICY

         No Inside Director, Inside Trustee, officer or employee of Janus shall
accept employment or compensation as a result of any business activity (other
than a passive investment), outside the scope of his relationship with Janus
unless such person has provided prompt written notice of such employment or
compensation to the Chief Compliance Officer (or, for Registered Persons, to
JDI's Operations Manager), and, in the case of securities-related employment or
compensation, has received the prior written approval of the Ethics Committee.
Registered Persons are reminded to update and submit their Outside Business
Activity Disclosure forms as appropriate pursuant to JDI's Written Supervisory
Procedures and applicable NASD rules.



<PAGE>

                               PENALTY GUIDELINES

                                    OVERVIEW

         Covered Persons who violate any of the requirements, restrictions, or
prohibitions of the Rules may be subject to sanctions imposed by the Ethics
Committee. The following guidelines shall be used by the Compliance Manager for
recommending remedial actions for Covered Persons who violate prohibitions or
disregard requirements of the Rules. Deviations from the Fifteen-Day Rule are
not considered to be violations under the Rules and, therefore, are not subject
to the penalty guidelines.

         Upon learning of a potential deviation from, or violation of the Rules,
the Compliance Manager will provide a written recommendation of remedial action
to the Ethics Committee. The Ethics Committee has full discretion to approve
such recommendation or impose other sanctions it deems appropriate. The Ethics
Committee will take into consideration, among other things, whether the
violation was a technical violation of the Rules or inadvertent oversight (i.e.,
ill-gotten profits versus general oversight). The guidelines are designed to
promote consistency and uniformity in the imposition of sanctions and
disciplinary matters.

                               PENALTY GUIDELINES

         Outlined below are the guidelines for the sanctions that may be imposed
on Covered Persons who fail to comply with the Rules:

     o    1st violation-  Compliance  will send a memorandum of reprimand to the
          person,  copying his or her supervisor.  The memorandum will generally
          reinforce the person's  responsibilities  under the Rules, educate the
          person on the severity of personal  trading  violations and inform the
          person of the possible penalties for future violations of the Rules;

     o    2nd violation-  Janus's Chief Investment  Officer,  James Craig,  will
          meet with the  person to  discuss  the  violations  in detail and will
          reinforce the importance of complying with the Rules;

     o    3rd violation- Janus's Chairman of the Board, Thomas Bailey, will meet
          with the person to discuss the violations in detail and will reinforce
          the importance of complying with the Rules;

     o    4th violation-  The Executive  Committee will impose such sanctions as
          it deems  appropriate,  including  without  limitation,  a  letter  of
          censure,  fines,  withholding  of bonus  payments,  or  suspension  or
          termination of employment or personal trading privileges.

         In addition to the above disciplinary sanctions, such persons may be
required to disgorge any profits realized in connection with such violation. All
disgorgement proceeds collected will be donated to a charitable organization
selected by the Ethics Committee. The Ethics Committee may determine to impose
any of the sanctions set forth in item 4 above, including termination,
immediately and without notice if it determines that the severity of any
violation or violations warrants such action. All sanctions imposed will be
documented in such person's personal trading file maintained by Janus, and will
be reported to the Executive Committee.


<PAGE>


                      SUPERVISORY AND COMPLIANCE PROCEDURES

         The Chief Compliance Officer and Compliance Manager are responsible for
implementing supervisory and compliance review procedures. Supervisory
procedures can be divided into two classifications: prevention of violations and
detection of violations. Compliance review procedures include preparation of
special and annual reports, record maintenance and review, and confidentiality
preservation.

                             SUPERVISORY PROCEDURES

PREVENTION OF VIOLATIONS

         To prevent violations of the Rules, the Compliance Manager should, in
addition to enforcing the procedures outlined in the Rules:

     1.   Review  and  update the Rules as  necessary,  at least once  annually,
          including  but not  limited  to a  review  of the  Code  by the  Chief
          Compliance Officer, the Ethics Committee and/or counsel;

     2.   Answer  questions  regarding the Rules, or refer the same to the Chief
          Compliance Officer;

     3.   Request from all persons upon  commencement of services,  and annually
          thereafter, any applicable forms and reports as required by the Rules;

     4.   Identify all Access Persons and notify them of their  responsibilities
          and reporting requirements;

     5.   Write   letters  to  the   securities   firms   requesting   duplicate
          confirmations and account statements where necessary; and

     6.   With such  assistance  from the Human  Resources  Department as may be
          appropriate, maintain a continuing education program consisting of the
          following:

          1)   Orienting Covered Persons who are new to Janus to the Rules, and

          2)   Further educating Covered Persons by distributing  memos or other
               materials that may be issued by outside organizations such as the
               Investment  Company  Institute  discussing  the issue of  insider
               trading and other issues raised by the Rules.

DETECTION OF VIOLATIONS

         To detect violations of these Rules, the Compliance Manager should, in
addition to enforcing the procedures outlined in the Rules:

     o    Implement  procedures  to  review  holding  and  transaction  reports,
          confirmations,   forms   and   statements   relative   to   applicable
          restrictions, as provided under the Code; and


     o    Implement procedures to review the Restricted and Watch Lists relative
          to applicable personal and Client trading activity,  as provided under
          the Policy.

          Spot checks of certain  information  are  permitted as noted under the
          Code.


                              COMPLIANCE PROCEDURES

REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS

         Upon learning of a potential deviation from, or violation of the Rules,
the Compliance Manager shall report such violation to the Chief Compliance
Officer, together with all documents relating to the matter. The Chief
Compliance Officer shall either present the information at the next regular
meeting of the Ethics Committee, or conduct a special meeting. The Ethics
Committee shall thereafter take such action as it deems appropriate (see Penalty
Guidelines).

ANNUAL REPORTS

         The Compliance Manager shall prepare a written report to the Ethics
Committee and the Trustees at least annually. The written report to the Trustees
shall include any certification required by Rule 17j-1. This report shall set
forth the following information, and shall be confidential:

     o    Copies of the Rules,  as  revised,  including a summary of any changes
          made since the last report;

     o    Identification   of  any  material  issues  arising  under  the  Rules
          including material violations  requiring  significant  remedial action
          since the last report;

     o    Identification  of any  material  conflicts  that arose since the last
          report; and

     o    Recommendations, if any, regarding changes in existing restrictions or
          procedures based upon Janus's  experience under these Rules,  evolving
          industry practices, or developments in applicable laws or regulations.

         The Trustees must initially approve these Rules within the time frame
required by Rule 17-1. Any material changes to these Rules must be approved
within six months.

RECORDS

         Compliance shall maintain the following records on behalf of each Janus
entity:

     o    A copy of this Code and any amendment  thereof which is or at any time
          within the past five years has been in effect.

     o    A record of any violation of this Code, or any amendment thereof,  and
          of any action taken as a result of such violation.

     o    Files for personal  securities  transaction  confirmations and account
          statements,  all reports and other forms  submitted by Covered Persons
          pursuant to these Rules and any other pertinent information.

     o    A list of all persons who are, or have been,  required to make reports
          pursuant to these Rules.

     o    A list of  persons  who are,  or within  the last five years have been
          responsible for, reviewing transaction and holdings reports.

     o    A copy of each report made to the Trustees pursuant to this Code.

INSPECTION

         The records and reports maintained by Compliance pursuant to the Rules
shall at all times be available for inspection, without prior notice, by any
member of the Ethics Committee.

CONFIDENTIALITY

         All procedures, reports and records monitored, prepared or maintained
pursuant to these Rules shall be considered confidential and proprietary to
Janus and shall be maintained and protected accordingly. Except as otherwise
required by law or this Policy, such matters shall not be disclosed to anyone
other than to members of the Ethics Committee, as requested.

FILING OF REPORTS

         To the extent that any report, form acknowledgment or other document is
required to be in writing and signed, such documents may be submitted in by
e-mail or other electronic form approved by Compliance. Any report filed with
the Chief Compliance Officer or Compliance Manager of JCC shall be deemed filed
with the Janus Funds.
                              THE ETHICS COMMITTEE

         The purpose of this Section is to describe the Ethics Committee. The
Ethics Committee is created to provide an effective mechanism for monitoring
compliance with the standards and procedures contained in the Rules and to take
appropriate action at such times as violations or potential violations are
discovered.

MEMBERSHIP OF THE COMMITTEE

     The  Committee  consists of Thomas A.  Early,  Vice  President  and General
Counsel;  Steven R.  Goodbarn,  Vice  President of Finance,  Treasurer and Chief
Financial Officer; David Kowalski,  Vice President and Chief Compliance Officer;
and Ernie C. Overholt,  Compliance  Manager.  The Compliance  Manager  currently
serves as the Chairman of the Committee. The composition of the Committee may be
changed from time to time.

COMMITTEE MEETINGS

         The Committee shall generally meet every four months or as often as
necessary to review operation of the compliance program and to consider
technical deviations from operational procedures, inadvertent oversights, or any
other potential violation of the Rules. Deviations alternatively may be
addressed by including them in the employee's personnel records maintained by
Janus. Committee meetings are primarily intended for consideration of the
general operation of the compliance program and substantive or serious
departures from standards and procedures in the Rules.

         Such other persons may attend a Committee meeting, at the discretion of
the Committee, as the Committee shall deem appropriate. Any individual whose
conduct has given rise to the meeting also may be called upon, but shall not
have the right, to appear before the Committee.


         It is not required that minutes of Committee meetings be maintained; in
lieu of minutes the Committee may issue a report describing any action taken.
The report shall be included in the confidential file maintained by the
Compliance Manager with respect to the particular employee or employees whose
conduct has been the subject of the meeting.

SPECIAL DISCRETION

         The Committee shall have the authority by unanimous action to exempt
any person or class of persons or transaction or class of transactions from all
or a portion of the Rules, provided that:

     o    The Committee  determines,  on advice of counsel,  that the particular
          application of all or a portion of the Rules is not legally required;

     o    The Committee determines that the likelihood of any abuse of the Rules
          by such exempted person(s) or as a result of such exempted transaction
          is remote;

     o    The terms or  conditions  upon which any such  exemption is granted is
          evidenced in writing; and

     o    The exempted person(s) agrees to execute and deliver to the Compliance
          Manager,  at least  annually,  a  signed  Acknowledgment  Form,  which
          Acknowledgment  shall,  by operation of this  provision,  include such
          exemptions and the terms and conditions upon which it was granted.

         The Committee shall also have the authority by unanimous action to
impose such additional requirements or restrictions as it, in its sole
discretion, determines appropriate or necessary, as outlined in the Penalty
Guidelines.

         Any exemption, and any additional requirement or restriction, may be
withdrawn by the Committee at any time (such withdrawal action is not required
to be unanimous).


<PAGE>


                   GENERAL INFORMATION ABOUT THE ETHICS RULES

DESIGNEES

         The Compliance Manager and the Chief Compliance Officer may appoint
designees to carry out their functions pursuant to these Rules.

ENFORCEMENT

         In addition to the penalties described in the Penalty Guidelines and
elsewhere in the Rules, upon discovering a violation of the Rules, the Janus
entity with which you are associated may impose such sanctions as it deems
appropriate, including without limitation, a letter of censure or suspension or
termination of employment or personal trading privileges of the violator. All
material violations of the Rules and any sanctions imposed with respect thereto
shall be reported periodically to the Directors and Trustees and the directors
of any other Janus entity which has been directly affected by the violation.

INTERNAL USE

         The Rules are intended solely for internal use by Janus and do not
constitute an admission, by or on behalf of such companies, their controlling
persons or persons they control, as to any fact, circumstance or legal
conclusion. The Rules are not intended to evidence, describe or define any
relationship of control between or among any persons. Further, the Rules are not
intended to form the basis for describing or defining any conduct by a person
that should result in such person being liable to any other person, except
insofar as the conduct of such person in violation of the Rules may constitute
sufficient cause for Janus to terminate or otherwise adversely affect such
person's relationship with Janus.