Exhibit 16.1


                     INVESTMENT COMPANY ADMINISTRATION, LLC
                         FIRST FUND DISTRIBUTORS, INC.


     This Code of Ethics (the  "Code") has been  adopted by  Investment  Company
Administration,   LLC  ("ICA")and  First  Fund   Distributors,   Inc.("FFD")  in
accordance  with Rule 17j-1 under the Investment  Company Act of 1940 (the "1940
Act").

1.  LEGAL REQUIREMENT

     Rule 17j-1 makes it unlawful for certain  persons,  in connection  with the
purchase or sale by such person of a security held or to be acquired by a Fund:

     (1) To employ any device, scheme, or artifice to defraud the Fund;

     (2) To make to the Fund any untrue  statement of a material fact or omit to
state to the Fund a  material  fact  necessary  in order to make the  statements
made, in light of the circumstances under which they were made, not misleading;

     (3) To engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Fund; or

     (4) To engage in any manipulative practice with respect to the Fund.

II. DEFINITIONS

     (a) "Fund" means any investment  company  registered under the 1940 Act, or
any  series  or class of  shares  of such an  investment  company,  which  has a
contractual relationship with ICA or FFD.

     (b) "Access  person"  means any  employee of ICA or FFD who, in  connection
with his or her regular functions or duties, obtains information that a security
is held or to be acquired by a Fund.

     (c) A security  is "held or to be  acquired"  if within the most  recent 15
days it (i) is or has  been  held  by a Fund,  or  (ii)  is  being  or has  been
considered  by the Fund or its  investment  adviser for  purchase  by a Fund.  A
purchase or sale includes the writing of an option to purchase or sell.

     (d)  A  security  is  "being  considered  for  purchase  or  sale"  when  a
recommendation to purchase or sell a security has been made and communicated.

     (e)  "Beneficial  ownership"  shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions of Section
16 of the  Securities  Exchange  Act of  1934  and  the  rules  and  regulations
thereunder,  except  that the  determination  of direct or  indirect  beneficial
ownership shall apply to all securities which an access person has or acquires.

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

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

III. EXEMPTED TRANSACTIONS

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

     (a) Purchases or sales effected in any account over which the access person
has no direct or indirect influence or control.

     (b) Purchases or sales of securities which are not eligible for purchase or
sale by a Fund.

     (c) Purchases or sales which are  non-volitional  on the part of either the
access person or the Fund.

     (d) Purchases which are part of an automatic dividend reinvestment plan.

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

IV. PROHIBITED PURCHASES AND SALES

     (a) No  access  person  shall  knowingly  purchase  or  sell,  directly  or
indirectly,  any  security  held or to be  acquired  by a Fund  until  the first
business  day  after  such Fund  completes  all of its  intended  trades in such
security.

     (b) In order to avoid making a  prohibited  purchase or sale of a security,
no access person shall purchase or sell any security except as indicated  below,
without  obtaining  advance written  clearance of such transaction from a person
designated by ICA and FFD to grant such advance clearance.

     (c)  Advance  clearance  is not  required  for the  purchase or sale of 500
shares or less (during a rolling 30 day period) of an equity  security which (i)
is listed on the New York Stock Exchange or the NASDAQ  National  Market System,
or (ii)  has a  market  capitalization  of $1  billion  or  more at the  time of
purchase or sale.

     (d) No access person may purchase a security in an initial public  offering
without the prior  written  approval of the person  designated by ICA and FFD to
grant such advance clearance.

     (e) No  access  person  shall  engage  in any act,  practice,  or course of
conduct that would violate the  provisions of Rule 17j-1 as set forth in Section
I above.

V. REPORTING

     Every access person shall report to the  Compliance  Officer  designated by
ICA and FFD the information  described below with respect to transactions in any
security  in which such  access  person  has,  or by reason of such  transaction
acquires, any direct or indirect beneficial ownership in the security, provided,
however,  that an access  person  shall not be  required  to make a report  with
respect to transactions effected for any account over which such person does not
have any direct or indirect influence.

     (a) INITIAL HOLDINGS REPORT. Within ten days of beginning employment,  each
Access Person must report the following information:

          (1)  The title, number of shares and principal amount of each security
               in which the Access Person had any direct or indirect  beneficial
               ownership when the person became an Access Person;

          (2)  The name of any  broker,  dealer  or bank  with  whom the  Access
               Person  maintained an account in which any  securities  were held
               for the direct or indirect benefit of the Access Person; and

          (3)  The date the report is submitted by the Access Person. .

     (b)  QUARTERLY  TRANSACTION  REPORTS.  Within  ten  days of the end of each
calendar quarter, each Access Person must report the following information:

          (1)  With respect to any transaction  during the quarter in a Security
               in which the Access Person had any direct or indirect  beneficial
               ownership:

               (i)  The date of the  transaction,  the title,  the interest rate
                    and maturity date (if applicable),  the number of shares and
                    the principal amount of each security involved;

               (ii) The nature of the transaction (I.E., purchase, sale);

              (iii) The  price of the  security  at which  the  transaction  was
                    effected;

               (iv) The name of the broker, dealer or bank with or through which
                    the transaction was effected; and

               (v)  The date that the report is submitted by the Access Person.

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     (c) ANNUAL HOLDINGS  REPORTS.  Each year, the Access Person must report the
following information:
          (1)  The title, number of shares and principal amount of each security
               in which the Access Person had any direct or indirect  beneficial
               ownership;

          (2)  The name of any  broker,  dealer  or bank  with  whom the  Access
               Person maintains an account in which any securities were held for
               the direct or indirect benefit of the Access Person; and

          (3)  The date the report is submitted by the Access Person.

VI. SANCTIONS

     Upon  discovering  a  violation  of this Code,  ICA or FFD may impose  such
sanctions as it deems appropriate,  including,  inter alia, a letter of censure,
suspension,  or  termination  of  the  employment  of  the  violator,  and/or  a
disgorging of any profits made by the violator.



May 1, 2000

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