CODE OF ETHICS AND FIRM POLICY ON STANDARDS OF PROFESSIONAL CONDUCT, CONFLICTS
               OF INTEREST, INSIDER TRADING AND PERSONAL INVESTING
                          (as amended effective 5/8/00)

Atlanta  Capital Management Company, L.L.C. (the "firm" or "ACM") depends upon a
high level of public and client confidence for its success.  That confidence can
be  maintained  only  if  the  firm's employees observe the highest standards of
ethical  behavior  in the performance of their duties.  The firm has adopted The
Code  of Ethics and The Standards of Professional Conduct of the Association for
Investment Management and Research ("AIMR").  All firm employees are required to
read  and maintain familiarity with the provisions of these standards.  The firm
is  keenly  aware of potential conflicts of interest on the part of officers and
employees  in  buying  and selling securities in their personal portfolios.  The
following  includes  rules  governing  personal  investing  by firm officers and
employees  and their immediate families (hereinafter referred to as "employees")
which  were  developed  to minimize or eliminate such potential conflicts and to
place  the  interests  of  our  clients  first.

This  Code  of  Ethics  is not intended to provide a complete description of the
legal  and ethical obligations of the firm's employees and cannot be relied upon
as  such.  Situations  may  arise  in  which the proper course of conduct is not
clear.  In  those  situations,  and  whenever  there  is  a  question  as to the
propriety  of  a  particular  course  of  conduct  or the interpretation of this
statement  of  policy,  the  Compliance  Officer or another member of the firm's
Ethics  and  Compliance  Committee  should  be  consulted  for  advice.

All  information  collected  by  the firm concerning securities transactions and
compliance  with  the  firm's  Code of Ethics will be treated confidentially and
retained  in  a  secure  place.  While the firm will take measures to ensure the
confidentiality  of  such  data,  it may be obliged from time to time to produce
such  materials  for  examination  by  the Securities and Exchange Commission or
similar  regulatory  agencies  who  are  empowered  by  law to gain such access.

An  outline  summary  of  the  AIMR Code of Ethics and Standards of Professional
Conduct  has  been  included  as  attachment  II.

     I.     CODE  OF  ETHICS

          An  ACM  employee  must conduct himself with integrity and dignity and
act  in  an  ethical manner in his dealings with the public, clients, customers,
employers,  and  fellow  employees.

          An  ACM  employee  must conduct himself and should encourage others to
act in a professional and ethical manner that will reflect credit on himself and
his  profession.

          An ACM employee must act with competence and should strive to maintain
and  improve  his  competence  and  that  of  others  in  the  profession.

          An  ACM  employee  must  use  proper  care  and  exercise  independent
professional  judgment.




     II.     CONFLICTS  OF  INTEREST

It  is not possible to provide a precise, comprehensive definition of a conflict
of  interest.  However,  one  factor which is common to all conflict of interest
situations  is  the  possibility that an employee's actions or decisions will be
affected  because  of  an  actual  or  potential  divergence  between his or her
personal  interests  and  those of either the firm or its clients.  A particular
activity or situation may be found to involve a conflict of interest even though
it  does  not result in any financial loss to either the firm or its clients and
regardless  of  the  motivation  of  the  employee  involved.

Employees  are  prohibited  from  engaging  in  other  employment  or  business
activities, including personal investments, which interfere with their duties to
the  firm,  divide  their  loyalty  or  create or appear to create a conflict of
interest.  Each  employee  should  promptly  report any situation or transaction
involving  an actual or potential conflict of interest to his or her supervisor.
The  determination  as  to  whether  a  conflict  exists  or is harmful shall be
conclusive.  Any  conflict which the firm determines is harmful to the interests
or  reputation  of  the  firm  or  its  clients  must  be  terminated.

     III.     POLICY  FOR  PERSONAL  INVESTING

It  is  the  policy of the firm to maintain the confidence of its clients and to
ensure  that  their  interests  remain  paramount to any benefits derived by the
firm's  employees from securities trading for the latter's personal benefit.  It
is  also  the  firm's  policy  that  its employees adhere to applicable laws and
regulations  pertaining  to  trading  in  securities.

1.     All  Employee  Brokerage Accounts To Be Monitored By The Firm.  Except as
otherwise  provided  below, all employee and employee-related brokerage accounts
must be maintained at broker-dealers or financial institutions which provide the
Firm  with  duplicate  copies of all monthly statements for such accounts.  This
policy  applies  to  personal  accounts  and  all  other accounts over which the
employee  could  be expected to exercise control, including accounts of a spouse
or  minor  child(ren),  any other relative of the employee (or spouse) living in
the  employee's home or to whom support is contributed, retirement accounts, and
trust  accounts for which the employee is the beneficiary of such accounts.  The
only  accounts  excluded  from  this provision are those over which the employee
exercises  no  control,  i.e.,  those  over  which  some  third person or entity
exercises  exclusive  discretionary  authority.

Upon  opening,  all  new  accounts  for the benefit of an employee (as described
above)  must  be reported to the Compliance Officer.  At that time, the employee
should  advise  the  Compliance officer in writing of the name and number of the
account, the name and address of the institution at which it is maintained.  The
employee  must  also  ensure  that  duplicate copies of all statements and trade
confirmations  will  be  sent  by  the  institution directly to the Firm, to the
attention  of  the  Compliance  Officer.


2.     Prior  Approval  of  All  Securities  Transactions Must Be Obtained.  All
employees  must obtain approval from the Trading Desk prior to entering an order
for  the  purchase  or  sale  of  any  security.  To  do  so,  the  Firm's Trade
Authorization  Form  must  be completed and submitted to the appropriate Trading
Desk.  A  copy of this form has been included as attachment I.  Equity and Fixed
Income trading personnel must obtain advance approval of their individual trades
from  an  Executive Committee member of the Ethics and Compliance Committee (DWB
or  WRH).

For  purposes of Section III, the term "security" shall include such instruments
as  stocks,  bonds, shares of registered closed-end investment companies, notes,
warrants  or  other  related financial instruments such as stock options.  Prior
approval  is  also required for the purchase of all fixed income instruments and
bonds  issued  by  states  or  municipalities.

The term "security" and the prior approval procedures described herein shall not
apply to investments in the cash or futures market, in direct obligations of the
United States Government, such as U.S. Treasury bills or notes, other securities
issued  or  guaranteed  by  the U.S. Government or any of its agencies, banker's
acceptances,  bank  certificates  of  deposit,  commercial  paper  and shares of
registered  open-end investment companies (mutual funds), including money-market
funds  and  futures  contracts  or  options  on  futures.

3.     General Rules Relating to Employee Trading.  In any matter involving both
the  securities  account of an employee and the investments of client with which
the  Firm  has  an investment management or advisory relationship, any actual or
anticipated  conflict of interest shall be resolved in favor of such client.  It
is  intended  that  all investments or investment practices involving a possible
conflict  of  interest will be avoided so as: (a) to prevent any impairment of a
person's  ability  to be disinterested in making investment decisions and (b) to
prevent  any  use  of information arising out of possible actions being or to be
recommended  to  a  client  for  the  benefit of a firm employee.  In monitoring
employee  trading,  the  firm  makes a distinction between two distinct types of
client  trades.

-     Program  Trades-  This  type of trade involves large transactions across a
group  of accounts to establish, increase, remove or reduce positions related to
the  active management of client portfolios.  This would also include trades for
single  accounts  of  more than $10,000,000 related to either the acquisition of
new  accounts  or  cash  flows  from  existing  accounts.
-     Cash  Flow  Trades  -  This type of trade includes trades made in a single
account  due to cash flow changes directed by the client, or other circumstances
not  related  to  ACM's  investment  decision  making  process.

The Program/Cash Flow trade distinction will be used to prevent employee trading
from  affecting  material  transactions  made  for  the benefit of clients.  The
Ethics and Compliance Committee reserves the right to review trading activity of
employees  which  fall  within either category to the extent that the underlying
principles  of  fair  dealing  could  be  potentially  violated.

The  following  guidelines  and  restrictions will be used in evaluated employee
personal  trading:

     A.     Overall  Policy  - No employee transaction may be made in a security
held  in a client portfolio: (a) where the contemplated personal transaction may
reasonably  be anticipated to adversely affect the market price for the security
in  question; or (b) where a personal transaction is effected with the intention
of  benefiting  from  potential  market  reaction to portfolio transactions of a
client.  If there is a reasonable question as to whether the market price may be
affected  by  a client transaction, the employee must ask for a determination by
the  Ethics  & Compliance Committee before the employee transaction takes place.

B.     Black  Out  Period - No employee may initiate a transaction in a security
in  the five trading days prior to the initiation of firm Program trades in that
same  security.  In  addition,  an  employee  may  not  have  a transaction in a
security,  which  has  been traded by the firm, until two trading days after the
last  firm  program  trade  transactions  have  been  completed.

C.     Black  Out  Period Exemptions - The provisions of section B. above do not
apply  to  personal  transactions  in large capitalization securities which meet
both  of  the  following  criteria:

a.     Purchase  or  sale  of  securities  included  in  the Russell 1000 index.
b.     Trades  of  500  shares  or  less.

Any  personal  securities  transaction,  which  does  not meet both of the above
provisions,  is  subject  to  all  rules  outlined  in  section  B. above.  This
provision  does  not negate the pre-approval requirement outlined in sections 2.
ALL  ORDERS  FOR  THE  PURCHASE  OR  SALE  OF SECURITIES MUST BE APPROVED BY THE
TRADING  DESK  PRIOR TO ENTRY.  It is the intent of ACM to avoid any conflict of
interest  arising  from  same  day  trading  of  employee  and  client  accounts
regardless of the security capitalization.  Individual trades may be approved at
the  discretion  of  the  Trading  Desk  through  the  preclearance  process.

D.     Short  Sells - At no time may an employee sell short any security held in
client  portfolios.  Where an employee believes such short selling to be part of
a  legitimate hedge strategy, he or she must set forth the strategy in a written
memorandum  to  the  Ethics  &  Compliance  Committee for its approval, prior to
entering  any  order  to  effect  such  a  strategy.

               E.     Direct  Client Sales - No employee may purchase a security
from  or  sell  a  security  directly  to  an  Atlanta  Capital  client.


               F.     Purchase  of  Initial Public Offerings (IPO's) - Employees
are  prohibited  from  purchasing  all IPOs on the original offering.  After the
security  begins  public trading, employees can trade the security in accordance
with  the  firm  Policy  Guidelines  contained  herein.

G.     Private  Placements  - Firm employees must obtain prior approval from the
compliance  committee  for  all private placements of securities.  The committee
will  review  all  such private placement transactions and any approvals will be
documented  in  writing,  detailing  the  rationale  for  the  approval  of  the
transaction.

H.     Short  Term  Trading - No employee may profit from the purchase and sale,
or  sale  and  repurchase, of the same or equivalent security within 30 calendar
days.  The  Compliance  Committee  reserves  the  right  to approve transactions
within the 30-day period for exceptional or unusual circumstances.  The employee
should  consult  the  Compliance  Officer  as  such  circumstances  arise.

I.     Fraud  -  At  no time may any employee who effects the direct or indirect
purchase  or  sale  of  a  security  for a personal account or for a client: (a)
employ  any  device, scheme or artifice to defraud a client; (b) make any untrue
statement  of  a  material  fact  to  a  client or omit to state a material fact
necessary  in  order  to  make the statement made, in light of the circumstances
under  which  they are made, not misleading; (c) engage in any act, practice, or
course  of  business which operates or would operate as a fraud or deceit upon a
client;  or  (d)  engage  in any manipulative practice with respect to a client.

4.     Review  Process  -  The  Ethics  &  Compliance Committee of the Firm will
establish procedures for the review of employee trading including procedures for
prior approval of transactions and review of all monthly brokerage statements to
monitor  trading  activity.  Such review is intended to identify trades that may
violate  the  prohibitions  regarding  insider trading, potential conflicts with
clients'  interests  and  other  potential  violations of applicable federal and
state  securities  laws,  and  the  rules and regulations of the SEC.  Among the
factors  that  will  be  considered  in the review will be the number and dollar
value of the transactions, the trading volume of the securities in question, the
length  of  time  the  security  is  held by the individual and the individual's
involvement in the investment process.  While the focus of this procedure of the
code is "patterns", it is important to note that a violation could result from a
single  transaction  if  the circumstances warrant a finding that the underlying
principles  of  fair  dealing  have  been  violated.

Access to such materials will be restricted to those persons who are assigned by
the Ethics and Compliance Committee to perform the review functions and all such
materials  will  be maintained as confidential documents.  Such materials may be
provided  to  the  SEC or other governmental bodies who are authorized by law to
obtain  access.

5.     Disciplinary  Procedures.  - In all cases, the firm reserves the right to
disapprove,  reverse  or  cancel  for cause any trade at the employee's expense.
From  time  to  time, employees may also be frozen in or prohibited from trading
securities  in  which  they have positions due to potential conflict situations.

6.     Quarterly Reporting Requirement - Each employee must complete a quarterly
report attesting to complete reporting of all personal transactions that will be
reviewed  by  the  compliance  officer.  These records will be maintained in the
firm  offices.  The  above rules are not intended to preclude client stocks from
use  in  employee's personal portfolios.  This policy is intended to insure that
the  clients'  interest  and  rights  are  always  before  the  employees'.


IV.     POLICIES  ON  PROTECTING  INFORMATION  AND  PROHIBITION  AGAINST INSIDER
TRADING

It is the policy of the firm to protect confidential and proprietary information
held  by  and/or  entrusted  to  it, including information on the investment and
business  activities  of  its  clients.  This  policy also applies to the firm's
investment  strategies, research and analysis, and the trading activities of its
employees.

Any  employee  who  trades,  either personally or on behalf of others (including
private  accounts  managed  by  the  firm)  on material nonpublic information or
communicates  material  nonpublic  information  to others is in violation of the
law.  This  conduct  is  frequently  referred  to  as  "insider  trading".  The
following  statement  represents  ACM's  insider  trading  policy:


This  statement represents the policy of Atlanta Capital Management Company, LLC
with  respect  to  the receipt and use of material nonpublic information.  As an
essential  part  of your work, many of you may have access to material nonpublic
information.  Those  of you who possess such information hold a special position
of  trust  and  confidence  toward  it.

Court  and SEC administrative decisions interpreting the antifraud provisions of
the  federal  securities laws generally make it unlawful for any person to trade
securities  for  themselves  or  their  clients  while in possession of material
nonpublic  information or selectively to disclose such information to others who
may  trade.  Violation  of  these  provisions  may  result in civil and criminal
penalties,  including  fines  and  jail  sentences,  as  well s dismissal by the
company.  Although  there are exceptions to these prohibitions, these exceptions
are  limited.

"Nonpublic" information is any information that has not been disclosed generally
to  the marketplace.  Information received about the firm or its clients that is
not  yet  in  general  circulation  should  be considered nonpublic.  Similarly,
information  received  about another company in circumstances indicating that is
not  yet  in  general  circulation should be considered nonpublic.  As a general
rule,  one  should be able to point to some fact to show that the information is
widely  available:  for example, it publication in The Wall Street Journal or in
other  major  news  or  professional  publications.  Even after ACM has released
information  to  the  press  and  the information has been reported, at least 24
hours  must  be  allowed  for the general marketplace to learn and evaluate that
information before requesting authorization to trade the securities in question.

"Material"  information is any information about a company or the market for the
company's  securities  that  is  likely to be considered important by reasonable
investors, including reasonable speculative investors, in determining whether to
trade.  Information that affects the price of the company's securities is likely
to  be  deemed  material.

While is not possible to identify in advance all information that will be deemed
to  be  material, some illustrations of such information would include earnings,
dividend  actions,  mergers  and  acquisitions,  major  discoveries,  major  new
products,  significant  advances  in  research,  major  personnel changes, labor
negotiations,  price  changes  or  major  marketing  changes,  government
investigations,  or  significant  litigation.

Material nonpublic information might be inadvertently disclosed to you by a firm
partner,  officer  or  employee  or  might  be  disclosed to you by persons with
business relationships with the firm.  In such instances, you should immediately
report the facts to a member of the Ethics & Compliance Committee for a decision
regarding  appropriate  steps.

In  addition,  whenever  you  receive  information  about  a company, you should
refrain  from  trading  while in possession of that information unless you first
determine  that  the  information  is either public, non-material, or both.  You
should  also  refrain from disclosing the information to others, such as family,
relatives,  business,  or  social  acquaintances, who do not need to know it for
legitimate business reasons.  If you have any questions at all as to whether the
information  is  material  or  nonpublic,  you  must  resolve  the  questions or
questions  before  requesting  a  trading  authorization  or  divulging  the
information.  If  any  doubt remains, you should contact a member of the Ethic &
Compliance  Committee  or  appropriate  firm  counsel.

If  there  is  any  unresolved  question in your mind as to the applicability or
interpretation of these standards or the propriety of any trading or disclosure,
the  issue  should  be discussed with the Ethics & Compliance Committee prior to
trading  or  disclosure  of  the  information.

The  penalties  for  violations of the law in this area are severe.  In order to
protect  the  integrity  of the firm and preserve the confidence of our clients,
any doubts about the propriety of a particular transaction should be resolved by
not  doing  it.

VI.     CONTACTS  BY  REGULATORS,  PRESS  AND  OTHERS

All contacts or inquiries by representatives of federal or state law enforcement
agencies,  or  by  other regulators, including representatives of the Securities
and  Exchange  Commission, the Georgia Securities Commission, the New York Stock
Exchange,  the  American Stock Exchange and the NASD should be reported promptly
to  the  Compliance  officer  or  a  member  of  the  Executive  Committee.  The
Compliance  officer  shall  respond  to  all  requests  for  information.

Absent  the  express  prior  approval  of the Executive Committee, only they may
discuss  the  firm  business  with  representatives of the press or other media.

In  addition,  extreme  caution  should  be  exercised in disclosing information
learned  from  or about clients to anyone, including other clients or the press,
which  pertains  to  matters  that  the  firm has learned of from other clients.

     VII.     VIOLATIONS

Violations  of  any  of  the  foregoing policies or the Standards of Conduct set
forth  herein  may  be  subject to disciplinary action.  If deemed to be serious
violations  by  the  Ethics  and  Compliance  Committee,  they may be considered
grounds  for  dismissal.

Any employee who becomes aware of a violation of these policies or the firm Code
of  Ethics  must  immediately  report  the  violation to the Compliance officer.


     VIII.     REPORTING,  REVIEW  AND  ACKNOWLEDGMENT

Upon  commencing  association  with  the  firm,  and  annually  thereafter,  all
employees  will be required to review this Code of Ethics, complete and sign the
attached  Acknowledgment  and Disclosure Statement.  In addition, within 10 days
upon  employment,  all employees are required to file an initial holdings report
of all securities beneficially owned (as defined in section III) and the name of
the broker, dealer or bank with whom the employee maintains securities accounts.

Annual  holdings  reports  containing information on all securities beneficially
owned  by  the  employee  including the name of the broker, dealer, or bank with
whom the employee maintains a securities account will be filed within 10 days of
each  fiscal  year  end, based on holdings as of the year end date.  Holdings in
accounts  for  which the firm receives monthly compliance statements need not be
detailed  on  this  form.  However,  a  detailed  accounting  of  all securities
accounts  for  which the firm currently receives statements and confirms will be
provided  and each employee must annually certify that this list is complete and
includes  all  accounts  defined under the code as of the year end certification
date.

Finally,  no later than 10 days after each calendar quarter end, a report of any
personal  securities  transactions  for  that  quarter  must  be  filed with the
compliance officer.  Again, any holdings in accounts for which the firm receives
statements  and  trading  confirmations  need  not  be  disclosed  on this form.

Failure  to accurately complete the form may subject an employee to disciplinary
action  and  may  be  considered  grounds  for  dismissal.


Compliance  Officer-      R.  Kelly  Williams,  Jr.  -  Vice President - Finance
     Ethics  and  Compliance  Committee  -  William  R.  Hackney, III - Managing
Partner
          Daniel  W.  Boone,  III  -  Senior  Partner
          Dallas  L.  Lundy  -  Partner
          Deborah  H.  Bishop  -  Vice  President