CODE OF ETHICS

                              FOR ACCESS PERSONS OF
                       THE STRONG FAMILY OF MUTUAL FUNDS,
                        STRONG CAPITAL MANAGEMENT, INC.,
                            STRONG INVESTMENTS, INC.,
                           AND FLINT PRAIRIE, L. L. C.

                                 [STRONG LOGO]

                         STRONG CAPITAL MANAGEMENT, INC.

                                November 9, 2001

                                 CODE OF ETHICS

                              For Access Persons of
                       The Strong Family of Mutual Funds,
                        Strong Capital Management, Inc.,
                            Strong Investments, Inc.,
                           and Flint Prairie, L. L. C.
                             Dated November 9, 2001

                                TABLE OF CONTENTS

  I.  INTRODUCTION ........................................................    1
      A.  Fiduciary Duty...................................................    1
           1.  Place the interests of Advisory Clients first...............    1
           2.  Avoid taking inappropriate advantage of their position......    1
           3.  Conduct all Personal Securities Transactions in full
               compliance with this Code including both the preclearance
               and reporting requirements..................................    1
      B.  Appendices to the Code...........................................    1
           1.  Definitions.................................................    2
           2.  Contact Persons.............................................    2
           3.  Disclosure of Personal Holdings in Securities...............    2
           4.  Acknowledgment of Receipt of Code of Ethics and
               Limited Power of Attorney ..................................    2
           5.  Preclearance Request for Access Persons.....................    2
           6.  Annual Code of Ethics Questionnaire.........................    2
           7.  List of Broad-Based Indices.................................    2
           8.  Gift Policy.................................................    2
           9.  Insider Trading Policy......................................    2
          10. Electronic Trading Authorization Form........................    2
          11.  Social Security Number/Tax Identification Form..............    2
      C.  Application of the Code to Independent Fund Directors............    2
      D.  Application of the Code to Funds Subadvised by SCM...............    2
 II.  PERSONAL SECURITIES TRANSACTIONS.....................................    2
      A.  Initial and Annual Disclosure of Personal Holdings by Access
          Persons..........................................................    2
      B.  Preclearance Requirements for Access Persons.....................    3
           1.  General Requirement.........................................    3
           2.  Transactions Exempt from Preclearance Requirements..........    3
               a.  Mutual Funds............................................    3
               b.  No Knowledge............................................    3
               c.  Certain Corporate Actions...............................    3
               d.  Rights..................................................    3
               e.  Application to Commodities, Futures, Options on
                   Futures and Options on Broad-Based Indices..............    3
               f.  Miscellaneous...........................................    4

                          TABLE OF CONTENTS (CONTINUED)

      C.  Preclearance Requests............................................    4
           1.  Trade Authorization Request Forms...........................    4
           2.  Review of Form..............................................    4
           3.  Access Person Designees.....................................    4
      D.  Prohibited Transactions..........................................    5
           1.  Prohibited Securities Transactions..........................    5
               a.  Initial Public Offerings................................    5
               b.  Pending Buy or Sell Orders..............................    5
               c.  Seven Day Blackout......................................    5
               d.  Intention to Buy or Sell for Advisory Client............    5
               e.  30-Day Blackout.........................................    5
           2.  Always Prohibited Securities Transactions...................    6
               a.  Inside Information......................................    6
               b.  Market Manipulation.....................................    6
               c.  Large Positions in Registered Investment Companies......    6
               d.  Others..................................................    6
           3.  Private Placements..........................................    6
           4.  No Explanation Required for Refusals........................    6
      E.  Execution of Personal Securities Transactions....................    6
      F.  Length of Trade Authorization Approval...........................    7
      G.  Trade Reporting Requirements.....................................    7
           1.  Reporting Requirement.......................................    7
           2.  Disclaimers.................................................    7
           3.  Quarterly Review............................................    7
           4.  Quarterly Account Disclosure................................    8
           5.  Availability of Reports.....................................    8
III.  FIDUCIARY DUTIES ....................................................    8
      A.  Confidentiality..................................................    8
      B.  Gifts ...........................................................    8
           1.  Accepting Gifts.............................................    8
           2.  Solicitation of Gifts.......................................    9
           3.  Giving Gifts................................................    9
      C.  Payments to Advisory Clients.....................................    9
      D.  Corporate Opportunities..........................................    9
      E.  Undue Influence..................................................    9
      F.  Service as a Director............................................    9
      G.  Involvement in Criminal Matters or Investment-Related
          Civil Proceedings................................................    9

                          TABLE OF CONTENTS (CONTINUED)

 IV.  COMPLIANCE WITH THIS CODE OF ETHICS..................................   10
      A.  Code of Ethics Review Committee..................................   10
           1.  Membership, Voting, and Quorum..............................   10
           2.  Investigating Violations of the Code........................   10
           3.  Annual Reports..............................................   10
      B.  Remedies ........................................................   10
           1.  Sanctions...................................................   10
           2.  Sole Authority..............................................   11
           3.  Review......................................................   11
      C.  Exceptions to the Code...........................................   11
           1.  Material....................................................   11
           2.  Non-Material................................................   11
           3.  De minimis..................................................   11
      D.  Compliance Certification.........................................   11
      E.  Record Retention.................................................   11
           1.  Code of Ethics..............................................   11
           2.  Violations..................................................   12
           3.  Required Reports............................................   12
           4.  Access Person List..........................................   12
      F.  Inquiries Regarding the Code.....................................   12

                                 CODE OF ETHICS

                              For Access Persons of
                       The Strong Family of Mutual Funds,
                        Strong Capital Management, Inc.,
                            Strong Investments, Inc.,
                           and Flint Prairie, L. L. C.
                             Dated November 9, 2001

                               TABLE OF APPENDICES

Appendix 1    (Definitions)................................................   13
Appendix 2    (Contact Persons)............................................   16
Appendix 3    (Disclosure of Personal Holdings in Securities)..............   17
Appendix 4    (Acknowledgment of Receipt of Code of Ethics
              and Limited Power of Attorney)...............................   18
Appendix 5    (Preclearance Request for Access Persons)....................   19
Appendix 6    (Annual Code of Ethics Questionnaire)........................   20
Appendix 7    (List of Broad-Based Indices)................................   23
Appendix 8    (Gift Policy)................................................   24
Appendix 9    (Insider Trading Policy).....................................   26
Appendix 10   (Electronic Trading Authorization Form) .....................   30
Appendix 11   (Social Security Number/Tax Identification Form) ............   31

                                 CODE OF ETHICS

                              For Access Persons of
                       The Strong Family of Mutual Funds,
                        Strong Capital Management, Inc.,
                            Strong Investments, Inc.,
                           and Flint Prairie, L. L. C.
                             Dated November 9, 2001

                               I. INTRODUCTION(1)

   A.  FIDUCIARY  DUTY.  This Code of Ethics is based  upon the  principle  that
directors,  officers and associates of Strong Capital Management,  Inc. ("SCM"),
Strong Investments, Inc. ("SII"), the Strong Family of Mutual Funds ("the Strong
Funds"),  and Flint Prairie, L. L. C. ("Flint Prairie") have a fiduciary duty to
place the  interests  of  clients  ahead of their own.  The Code  applies to all
Access Persons and focuses principally on preclearance and reporting of personal
transactions in securities. Access Persons must avoid activities,  interests and
relationships  that might interfere with making  decisions in the best interests
of the Advisory Clients of SCM.

   As fiduciaries, Access Persons must at all times:

      1. PLACE THE  INTERESTS OF ADVISORY  CLIENTS  FIRST.  Access  Persons must
   avoid  serving  their own personal  interests  ahead of the  interests of the
   Advisory Clients of SCM. AN ACCESS PERSON MAY NOT INDUCE OR CAUSE AN ADVISORY
   CLIENT TO TAKE ACTION,  OR NOT TO TAKE ACTION,  FOR PERSONAL  BENEFIT  RATHER
   THAN FOR THE BENEFIT OF THE ADVISORY  CLIENT.  For example,  an Access Person
   would violate this Code by causing an Advisory  Client to purchase a Security
   he or she  owned  solely  for the  purpose  of  increasing  the price of that
   Security.

      2. AVOID TAKING INAPPROPRIATE  ADVANTAGE OF THEIR POSITION. The receipt of
   investment  opportunities,  perks or gifts from persons seeking business with
   the Strong Funds,  SCM,  SII,  Flint Prairie or their clients could call into
   question  the exercise of an Access  Person's  independent  judgment.  Access
   persons may not, for example,  use their knowledge of portfolio  transactions
   to profit by the market effect of such transactions.

      3. CONDUCT ALL PERSONAL  SECURITIES  TRANSACTIONS  IN FULL COMPLIANCE WITH
   THIS  CODE  INCLUDING  BOTH  THE  PRECLEARANCE  AND  REPORTING  REQUIREMENTS.
   Doubtful  situations  should  be  resolved  in  favor  of  Advisory  Clients.
   Technical  compliance  with the  Code's  procedures  will  not  automatically
   insulate  from  scrutiny  any trades that may  indicate an abuse of fiduciary
   duties.

   B.  APPENDICES TO THE CODE. The appendices to this Code are attached  hereto,
are a part of the Code, and include the following:

----------
1  Capitalized words are defined in Appendix 1.

      1. DEFINITIONS--capitalized words as defined in the Code (Appendix 1),

      2. CONTACT PERSONS,  including the Preclearance  Officer designees and the
   Code of Ethics Review Committee (Appendix 2),

      3. DISCLOSURE OF PERSONAL HOLDINGS IN SECURITIES (Appendix 3),

      4.  ACKNOWLEDGMENT  OF  RECEIPT  OF CODE OF ETHICS  AND  LIMITED  POWER OF
   ATTORNEY (Appendix 4),

      5. PRECLEARANCE REQUEST FOR ACCESS PERSONS (Appendix 5),

      6. ANNUAL CODE OF ETHICS QUESTIONNAIRE (Appendix 6),

      7. LIST OF BROAD-BASED INDICES (Appendix 7),

      8. GIFT POLICY (Appendix 8),

      9. INSIDER TRADING POLICY (Appendix 9)

      10. ELECTRONIC TRADING AUTHORIZATION FORM (Appendix 10), and

      11. SOCIAL SECURITY NUMBER/TAX IDENTIFICATION FORM (Appendix 11).

   C. APPLICATION OF THE CODE TO INDEPENDENT  FUND DIRECTORS.  This Code applies
to Independent Fund Directors and requires  Independent Fund Directors and their
Immediate   Families  to  report  Securities   Transactions  to  the  Compliance
Department in accordance with the trade reporting  requirements (Section II.G.).
However,  provisions of the Code relating to the disclosure of personal holdings
(Section II.A.), preclearance of trades (Section II.B.), prohibited transactions
(II.D.1.),   large  positions  in  registered   investment   companies  (Section
II.D.2.c.),  private placements (Section II.D.3.),  restrictions on serving as a
director  of a  publicly-traded  company  (Section  III.F.) and receipt of gifts
(Section III.B.) do not apply to Independent Fund Directors.

   D.  APPLICATION  OF THE CODE TO FUNDS  SUBADVISED  BY SCM. This Code does not
apply to the  directors,  officers  and general  partners of Funds for which SCM
serves as a subadviser.

                      II. PERSONAL SECURITIES TRANSACTIONS

   A. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL HOLDINGS BY ACCESS PERSONS. Upon
designation,  all Access Persons must report within 10 days on the Disclosure of
Personal  Holdings In  Securities  Form  (Appendix  3) all  Covered  Securities,
including  Covered  securities  held in  certificate  form, in which they have a
Beneficial  Interest and all Covered Securities in non-client accounts for which
they make  investment  decisions,  as well as the name of any broker,  dealer or
bank with whom the Access  Person  maintains an account in which ANY  securities
are held for their direct or indirect benefit.  Annually all Access Persons will
be required to certify that their  personal  holding  have been  reported to the
Code of Ethics  Administrator  and that all  reports  provided  are  current and
accurate. This provision does not apply to Independent Fund Directors.

   B. PRECLEARANCE REQUIREMENTS FOR ACCESS PERSONS.

      1. GENERAL  REQUIREMENT.  Except for the transactions set forth in Section
   II.B.2., ALL SECURITIES TRANSACTIONS in which an Access Person or a member of
   his or her Immediate Family has a Beneficial Interest MUST BE PRECLEARED with
   the  Preclearance  Officer or his or her designee.  This  provision  does not
   apply to  transactions  of  Independent  Fund  Directors and their  Immediate
   Families.

      2.  TRANSACTIONS  EXEMPT FROM  PRECLEARANCE  REQUIREMENTS.  The  following
   Securities  Transactions  are exempt from the  preclearance  requirements set
   forth in Section II.B.1. of this Code:

         a.  MUTUAL  FUNDS.   Securities  issued  by  any  registered   open-end
      investment companies (including but not limited to the Strong Funds);

         b. NO KNOWLEDGE.  Securities Transactions where neither SCM, the Access
      Person nor an Immediate  Family member knows of the transaction  before it
      is completed (for example,  Securities Transactions effected for an Access
      Person by a trustee of a blind trust or discretionary  trades involving an
      investment  partnership  or investment  club in which the Access Person is
      neither consulted nor advised of the trade before it is executed);

         c.  CERTAIN  CORPORATE  ACTIONS.  Any  acquisition  or  disposition  of
      Securities through stock dividends, dividend reinvestments,  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  Securities.  Odd-lot  tender offers are also
      exempt  from the  preclearance  requirements;  however,  all other  tender
      offers must be precleared;

         d. RIGHTS.  Any  acquisition or  disposition of Securities  through the
      exercise  of  rights,  options,  convertible  bonds or  other  instruments
      acquired in compliance with this Code;

         e. APPLICATION TO COMMODITIES,  FUTURES, OPTIONS ON FUTURES AND OPTIONS
      ON BROAD-BASED INDICES.  Commodities,  futures (including currency futures
      and  futures on  securities  comprising  part of a  broad-based,  publicly
      traded  market  based  index of stocks),  options on  futures,  options on
      currencies  and options on certain  indices  designated by the  Compliance
      Department as broad-based are not subject to preclearance or the seven day
      black out, 30-day profit  disgorgement  and other  prohibited  transaction
      provisions of Section  II.D.1.  of the Code but are subject to transaction
      reporting  requirements (Section II.G.). The options on indices designated
      by the Compliance  Department as  broad-based  may be changed from time to
      time and are listed in Appendix 7.

      THE OPTIONS ON INDICES THAT ARE NOT DESIGNATED AS BROAD-BASED  ARE SUBJECT
      TO THE  PRECLEARANCE,  SEVEN-DAY  BLACKOUT,  30-DAY  PROFIT  DISGORGEMENT,
      PROHIBITED TRANSACTION AND REPORTING PROVISIONS OF THE CODE.

         f.  MISCELLANEOUS.  Any  transaction  in  the  following:  (1)  bankers
      acceptances;  (2) bank  certificates  of deposit  ("CDs");  (3) commercial
      paper; (4) repurchase  agreements (when backed by exempt securities);  (5)
      U.S.  Government  Securities;  (6) the acquisition of equity securities in
      dividend  reinvestment  plans ("DRIPs"),  when the acquisition is directly
      through the issuer or its non-broker agent; (7) Securities of the employer
      of a member of the Access Person's Immediate Family if such securities are
      beneficially owned through participation by the Immediate Family member in
      a Profit  Sharing plan,  401(k) plan,  ESOP or other similar plan; and (8)
      other  Securities as may from time to time be designated in writing by the
      Code of Ethics  Review  Committee on the grounds that the risk of abuse is
      minimal or non-existent.

   C. PRECLEARANCE REQUESTS.

      1. TRADE  AUTHORIZATION  REQUEST  FORMS.  Prior to entering an order for a
   Securities  Transaction  that requires  preclearance,  the Access Person,  or
   his/her  designee,  must complete,  IN WRITING,  a  Preclearance  Request For
   Access  Persons  Form  (Appendix  5) and  submit  the  completed  form to the
   Preclearance  Officer (or his or her designee).  The Preclearance Request For
   Access Persons Form requires  Access Persons to provide  certain  information
   and to make certain representations.  Proposed Securities Transactions of the
   Preclearance  Officer that require  preclearance  must be submitted to his or
   her designee.

      2. REVIEW OF FORM. After receiving the completed  Preclearance Request For
   Access Persons Form, the  Preclearance  Officer (or his or her designee) will
   (a) review the information set forth in the form, (b)  independently  confirm
   whether the Securities are held by any Funds or other accounts managed by SCM
   and  whether  there  are any  unexecuted  orders  to  purchase  or  sell  the
   Securities  by any  Fund  or  accounts  managed  by SCM  and  (c) as  soon as
   reasonably  practicable,  determine whether to clear the proposed  Securities
   Transaction.  The authorization,  date, and time of the authorization must be
   reflected  on  the   Preclearance   Request  For  Access  Persons  Form.  The
   Preclearance  Officer  (or his or her  designee)  will  keep  one copy of the
   completed  form for the  Compliance  Department,  send one copy to the Access
   Person  seeking  authorization  and  send  the  third  copy  to  the  Trading
   Department,  (except  in the case of an on-line  trade)  which will cause the
   transaction to be executed. If the brokerage account is an Electronic Trading
   Account  and  the  Access  Person  has  completed  the   Electronic   Trading
   Authorization  Form  (Appendix  10),  the  Access  Person  will  execute  the
   transaction  before the close of trading on the day  preclearance is given on
   his  or her  own  behalf  and  will  provide  Compliance  with a copy  of the
   electronic confirmation by the end of the next business day.

   No order for a securities transaction for which preclearance authorization is
   sought may be placed  prior to the  receipt of WRITTEN  authorization  of the
   transaction  by the  preclearance  officer (or his or her  designee).  Verbal
   approvals are not permitted.

      3. ACCESS  PERSON  DESIGNEES.  If an Access Person is unable to personally
   effect a personal Securities Transaction, such Access Person may designate an
   individual  at SCM to  complete  and  submit for  preclearance  on his or her
   behalf a Preclearance  Request For Access Persons Form provided the following
   requirements are satisfied:

         a. The Access Person  communicates the details of the trade and affirms
      the accuracy of the representations  and warranties  contained on the Form
      directly to such designated person; and

         b. The designated person completes the Preclearance  Request For Access
      Persons  Form on  behalf  of the  Access  Person  in  accordance  with the
      requirements  of the Code and then  executes  the Access  Person  Designee
      Certification  contained in the Form.  The Access  Person does not need to
      sign the Form so long as the foregoing certification is provided.

   D. PROHIBITED TRANSACTIONS.

      1.   PROHIBITED   SECURITIES   TRANSACTIONS.   The  following   Securities
   Transactions for accounts in which an Access Person or a member of his or her
   Immediate  Family have a  Beneficial  Interest,  to the extent  they  require
   preclearance  under  Section  II.B.  above,  are  prohibited  and will not be
   authorized  by the  Preclearance  Officer  (or  his or her  designee)  absent
   exceptional circumstances:

         a. INITIAL PUBLIC  OFFERINGS.  Any purchase of Securities in an initial
      public  offering  (other  than a new  offering  of a  registered  open-end
      investment company);

         b. PENDING BUY OR SELL ORDERS.  Any purchase or sale of  Securities  on
      any day during  which any  Advisory  Client has a pending  "buy" or "sell"
      order in the same Security (or  Equivalent  Security)  until that order is
      executed or  withdrawn,  unless the purchase or sale is a Program Trade or
      an out-of-the-money limit order;

         c. SEVEN DAY BLACKOUT.  Purchases or sales of  Securities  within seven
      calendar days of a purchase or sale of the same  Securities (or Equivalent
      Securities)  by an  Advisory  Client , unless  the  purchase  or sale is a
      Program Trade. For example,  if an Advisory Client trades in a Security on
      day one,  day eight is the  first day the  Access  Person  may trade  that
      Security for an account in which he or she has a beneficial interest;

         d. INTENTION TO BUY OR SELL FOR ADVISORY CLIENT.  Purchases or sales of
      Securities  at a time  when  that  Access  Person  intends,  or  knows  of
      another's  intention,  to purchase or sell that Security (or an Equivalent
      Security)  on behalf  of an  Advisory  Client.  This  prohibition  applies
      whether the Securities Transaction is in the same (E.G., two purchases) or
      the opposite (a purchase and sale)  direction  of the  transaction  of the
      Advisory Client, unless the purchase or sale is a Program Trade; and

         e.  30-DAY  BLACKOUT.  (1)  Sales of a  Security  within 30 days of the
      purchase of the Security (or an  Equivalent  Security)  (2) purchases of a
      Security  within  30 days of the sale of the  Security  (or an  Equivalent
      Security),  unless in each case,  the Access  Person agrees to give up all
      profits on the  transaction to a charitable  organization or if a loss has
      been incurred.

      2. ALWAYS PROHIBITED  SECURITIES  TRANSACTIONS.  The following  Securities
   Transactions   are   prohibited   and  will  not  be  authorized   under  any
   circumstances:

         a.  INSIDE  INFORMATION.   Any  transaction  in  a  Security  while  in
      possession of material  non-public  information  regarding the Security or
      the issuer of the Security (see Insider Trading Policy, Appendix 9);

         b.  MARKET  MANIPULATION.  Transactions  intended to raise,  lower,  or
      maintain  the price of any  Security  or to create a false  appearance  of
      active trading;

         c. LARGE  POSITIONS IN REGISTERED  INVESTMENT  COMPANIES.  Transactions
      which  result in the Access  Person  owning five percent or more of either
      (a) the outstanding  voting  securities of any registered  open-end Strong
      Fund or any Strong Fund's individual series or (b) any class of securities
      of any other public or private  investment  company (this prohibition does
      not apply to Independent Fund Directors); and

         d. OTHERS.  Any other transactions  deemed by the Preclearance  Officer
      (or his or her  designee)  to involve a  conflict  of  interest,  possible
      diversion of corporate opportunity or an appearance of impropriety.

      3. PRIVATE PLACEMENTS.  Acquisitions of Beneficial Interests in Securities
   in a private  placement  by an Access  Person are strongly  discouraged.  The
   Preclearance Officer (or his or her designee) will give permission only after
   considering,  among other facts, whether the investment opportunity should be
   reserved for Advisory Clients and whether the opportunity is being offered to
   an Access  Person by virtue of his or her  position  as an Access  Person and
   after a Private  Placement  memorandum is completed.  Access Persons who have
   been  authorized  to  acquire  and  have  acquired  securities  in a  private
   placement  are  required  to  disclose  that  investment  to  the  Compliance
   Department  if  they  play  a  part  in any  subsequent  consideration  of an
   investment in the issuer by an Advisory Client.  In such  circumstances,  the
   decision to purchase  securities of the issuer by an Advisory  Client must be
   independently  authorized by a Portfolio Manager with no personal interest in
   the issuer. This provision does not apply to Independent Fund Directors.

      4. NO EXPLANATION  REQUIRED FOR REFUSALS.  In some cases, the Preclearance
   Officer  (or his or her  designee)  may  refuse  to  authorize  a  Securities
   Transaction for a reason that is confidential.  The  Preclearance  Officer is
   not required to give an explanation  for refusing to authorize any Securities
   Transaction.

   E.  EXECUTION  OF PERSONAL  SECURITIES  TRANSACTIONS.  Unless an exception is
provided in writing by the Compliance Department, all transactions in Securities
subject to the preclearance  requirements for which an Access Person or a member
of his or her Immediate  Family has a Beneficial  Interest  shall be executed by
the Trading Department.  However, if the Access Person's brokerage account is an
Electronic  Trading Account,  the transaction may be placed by the Access Person
or an immediate  family member.  IN ALL INSTANCES,  THE TRADING  DEPARTMENT MUST
GIVE PRIORITY TO CLIENT TRADES OVER ACCESS PERSON TRADES.

   F. LENGTH OF TRADE AUTHORIZATION  APPROVAL. The authorization provided by the
Preclearance  Officer (or his or her designee) is effective until the earlier of
(1) its  revocation;  (2) the close of business on the second  trading day after
the authorization is granted for transactions  placed by the Trading  Department
(for example,  if authorization  is provided on a Monday,  it is effective until
the close of  business  on  Wednesday);  (3) the close of  business  of the SAME
TRADING DAY that the authorization is granted for transactions placed through an
Electronic Trading Account; or (4) the Access Person learns that the information
in the Trade  Authorization  Request Form is not accurate.  If the order for the
Securities  Transaction  is  not  placed  within  that  period,  a  new  advance
authorization must be obtained before the Securities  Transaction is placed. For
Securities  Transactions  placed by the  Trading  Department  that have not been
executed within two trading days after the day the authorization is granted (for
example, in the case of a limit order or a Not Held Order), no new authorization
is necessary  unless the person  placing the original  order for the  Securities
Transaction amends it in any way.

   G. TRADE REPORTING REQUIREMENTS.

      1.  REPORTING  REQUIREMENT.  EVERY ACCESS PERSON AND MEMBERS OF HIS OR HER
   IMMEDIATE  FAMILY  (INCLUDING  INDEPENDENT FUND DIRECTORS AND THEIR IMMEDIATE
   FAMILIES) MUST ARRANGE FOR THE COMPLIANCE DEPARTMENT TO RECEIVE DIRECTLY FROM
   ANY BROKER,  DEALER OR BANK THAT EFFECTS ANY COVERED SECURITIES  TRANSACTION,
   DUPLICATE COPIES OF EACH  CONFIRMATION FOR EACH SUCH TRANSACTION AND PERIODIC
   STATEMENTS  FOR EACH  ACCOUNT IN WHICH SUCH  ACCESS  PERSON HAS A  BENEFICIAL
   INTEREST.  Additionally,  securities  held in  certificate  form that are not
   included  in the  periodic  statements  must also be  reported.  To assist in
   making these  arrangements,  the Compliance  Department will send a letter to
   each firm based on the information  provided by the Access Person in Appendix
   3.

   THE  FOREGOING  DOES NOT APPLY TO  TRANSACTIONS  AND HOLDINGS IN (1) OPEN-END
   INVESTMENT  COMPANIES  INCLUDING  BUT NOT  LIMITED TO THE STRONG  FUNDS,  (2)
   BANKERS ACCEPTANCES, (3) BANK CERTIFICATES OF DEPOSIT ("CDS"), (4) COMMERCIAL
   PAPER, (5) REPURCHASE AGREEMENTS WHEN BACKED BY EXEMPT SECURITIES,  (6) U. S.
   GOVERNMENT  SECURITIES,  (7) THE ACQUISITION OF EQUITY SECURITIES IN DIVIDEND
   REINVESTMENT  PLANS  ("DRIPS"),  WHEN THE ACQUISITION IS DIRECTLY THROUGH THE
   ISSUER OR ITS NON-BROKER AGENT; OR (8) SECURITIES OF THE EMPLOYER OF A MEMBER
   OF THE ACCESS PERSON'S  IMMEDIATE  FAMILY IF SUCH SECURITIES ARE BENEFICIALLY
   OWNED  THROUGH  PARTICIPATION  BY THE  IMMEDIATE  FAMILY  MEMBER  IN A PROFIT
   SHARING PLAN, 401(K) PLAN, ESOP OR OTHER SIMILAR PLAN.

      2. DISCLAIMERS.  Any report of a Securities Transaction for the benefit of
   a person other than the individual in whose account the transaction is placed
   may  contain a  statement  that the  report  should  not be  construed  as an
   admission  by the person  making the report  that he or she has any direct or
   indirect beneficial ownership in the Security to which the report relates.

      3.  QUARTERLY   REVIEW.  At  least  quarterly,   for  Covered   Securities
   Transactions requiring preclearance under this Code, the Preclearance Officer
   (or  his or her  designee)  shall  compare  the  confirmations  and  periodic
   statements  provided  pursuant to the trade reporting  requirements  (Section
   II.G.1.) to the approved Trade Authorization Request Forms. Such review shall
   include:

         a. Whether the Securities Transaction complied with this Code;

         b. Whether the Securities  Transaction was authorized in advance of its
      placement;

         c. Whether the  Securities  Transaction  was  executed  within two full
      trading days of when it was authorized;

         d. Whether any Fund or accounts  managed by SCM owned the Securities at
      the time of the Securities Transaction, and;

         e. Whether any Fund or separate  accounts  managed by SCM  purchased or
      sold the Securities in the Securities  Transaction  within at least 7 days
      of the Securities Transaction.

      4.  QUARTERLY  ACCOUNT  DISCLOSURE.  On a  quarterly  basis,  any  account
   established  by an Access  Person with a broker,  dealer or bank in which any
   securities were held must be reported to the  Preclearance  Officer within 10
   days of the end of the quarter.

      5. AVAILABILITY OF REPORTS. All information supplied pursuant to this Code
   will be available  for  inspection by the Boards of Directors of SCM and SII;
   the  Board of  Directors  of each  Strong  Fund;  the Code of  Ethics  Review
   Committee; the Compliance Department;  the Access Person's department manager
   (or designee); any party to which any investigation is referred by any of the
   foregoing,  the SEC,  any  self-regulatory  organization  of which the Strong
   Funds, SCM, SII or Flint Prairie is a member.

                              III. FIDUCIARY DUTIES

   A. CONFIDENTIALITY.  Access Persons are prohibited from revealing information
relating to the  investment  intentions,  activities  or  portfolios of Advisory
Clients  except to  persons  whose  responsibilities  require  knowledge  of the
information.

   B. GIFTS. The following  provisions on gifts apply only to associates of SCM,
SII and Flint Prairie:

      1. ACCEPTING GIFTS. On occasion,  because of their position with SCM, SII,
   the Strong Funds or Flint Prairie,  associates may be offered, or may receive
   without  notice,  gifts from clients,  brokers,  vendors or other persons not
   affiliated  with such entities.  Acceptance of  extraordinary  or extravagant
   gifts is not  permissible.  Any such gifts must be  declined  or  returned in
   order to protect the  reputation  and integrity of SCM, SII, the Strong Funds
   and Flint  Prairie.  Gifts of a nominal value (i.e.,  gifts whose  reasonable
   value is no more than $100 a year),  customary business meals,  entertainment
   (E.G.,  sporting events) and promotional items (E.G.,  pens, mugs,  T-shirts)
   may be  accepted.  Please see the Gift  Policy  (Appendix  8) for  additional
   information.

         If an associate  receives any gift that might be prohibited  under this
   Code, the associate must inform the Compliance Department.

      2. SOLICITATION OF GIFTS.  Associates of SCM, SII or Flint Prairie may not
   solicit gifts or gratuities.

      3. GIVING GIFTS.  Associates of SCM, SII or Flint Prairie may not give any
   gift  with a value in  excess  of $100 per year to  persons  associated  with
   securities  or financial  organizations,  including  exchanges,  other member
   organizations, commodity firms, news media or clients of the firm. Please see
   the Gift Policy (Appendix 8) for additional information.

   C. PAYMENTS TO ADVISORY CLIENTS.  Access Persons may not make any payments to
Advisory Clients in order to resolve any type of Advisory Client complaint.  All
such matters must be handled by the Legal Department.

   D. CORPORATE OPPORTUNITIES. Access Persons may not take personal advantage of
any opportunity  properly  belonging to any Advisory  Client,  SCM, SII or Flint
Prairie.  This includes,  but is not limited to, acquiring  Securities for one's
own account that could otherwise be acquired for an Advisory Client.

   E.  UNDUE  INFLUENCE.  Access  Persons  may not cause or attempt to cause any
Advisory Client to purchase, sell or hold any Security in a manner calculated to
create  any  personal  benefit  to the  Access  Person.  If an Access  Person or
Immediate Family Member stands to materially benefit from an investment decision
for an Advisory Client that the Access Person is  recommending or  participating
in, the Access  Person must  disclose to those  persons  with  authority to make
investment  decisions for the Advisory Client, any Beneficial  Interest that the
Access  Person (or  Immediate  Family)  has in that  Security  or an  Equivalent
Security,  or in the issuer thereof,  where the decision could create a material
benefit  to the  Access  Person  (or  Immediate  Family)  or the  appearance  of
impropriety. If the Access Person in question is a person with authority to make
investment  decisions for the Advisory  Client,  disclosure must also be made to
the  Compliance  Department.  The person to whom the Access  Person  reports the
interest, in consultation with the Compliance Department, must determine whether
the Access Person will be restricted in making investment decisions.

   F. SERVICE AS A DIRECTOR.  No Access Person,  other than an Independent  Fund
Director,  may serve on the board of  directors of a  publicly-held  company not
affiliated with SCM, SII, the Strong Funds or Flint Prairie absent prior written
authorization by the Code of Ethics Review Committee.  This  authorization  will
rarely,  if ever,  be granted and, if granted,  will  normally  require that the
affected Access Person be isolated  through  "Chinese Wall" or other  procedures
from those making investment  decisions related to the issuer on whose board the
Access Person sits.

   G. INVOLVEMENT IN CRIMINAL MATTERS OR  INVESTMENT-RELATED  CIVIL PROCEEDINGS.
Each Access Person must notify the Compliance Department,  as soon as reasonably
practical, if arrested, arraigned, indicted or pleads no contest to any criminal
offense  (other  than  minor  traffic or  similar  violations)  or if named as a
defendant in any  Investment-Related  civil proceedings or any administrative or
disciplinary action.

                     IV. COMPLIANCE WITH THIS CODE OF ETHICS

   A. CODE OF ETHICS REVIEW COMMITTEE.

      1.  MEMBERSHIP,  VOTING,  AND QUORUM.  The Code of Ethics Review Committee
   shall consist of Senior Officers of SCM. The Committee shall vote by majority
   vote with two members  serving as a quorum.  Vacancies may be filled;  and in
   the case of extended absences or periods of unavailability, alternates may be
   selected by the  majority  vote of the  remaining  members of the  Committee.
   However,  in the event that the General Counsel is unavailable,  at least one
   member of the Committee shall also be a member of the Compliance Department.

      2.  INVESTIGATING  VIOLATIONS OF THE CODE. The General Counsel,  or his or
   her designee, is responsible for investigating any suspected violation of the
   Code and shall report the results of each investigation to the Code of Ethics
   Review  Committee.  The Code of Ethics Review  Committee is  responsible  for
   reviewing  the results of any  investigation  of any  reported  or  suspected
   violation of the Code. Any material  violation of the Code by an associate of
   SCM, SII or Flint  Prairie for which  significant  remedial  action was taken
   will be reported to the Boards of  Directors  of the Strong Funds at the next
   regularly scheduled quarterly Board meeting.

      3. ANNUAL  REPORTS.  The Code of Ethics Review  Committee  will review the
   Code at least once a year,  in light of legal and business  developments  and
   experience in implementing the Code, and will prepare an annual report to the
   Boards of Directors of SCM, SII and each Strong Fund that:

         a. Summarizes existing procedures concerning personal investing and any
      changes in the procedures made during the past year;

         b.  Identifies  any violation  requiring  significant  remedial  action
      during the past year; and

         c.  Identifies  any  recommended  changes in existing  restrictions  or
      procedures  based on its  experience  under  the Code,  evolving  industry
      practices or developments in applicable laws or regulations.

   B. REMEDIES.

      1. SANCTIONS.  If the Code of Ethics Review  Committee  determines that an
   Access Person has committed a violation of the Code, the Committee may impose
   sanctions and take other actions as it deems appropriate,  including a letter
   of caution or warning,  suspension of personal trading rights,  suspension of
   employment (with or without  compensation),  impose a fine, civil referral to
   the SEC, criminal referral, and termination of employment for cause. The Code
   of Ethics Review  Committee may also require the Access Person to reverse the
   trade(s)  in  question  and  forfeit  any profit or absorb  any loss  derived
   therefrom.  The amount of profit  shall be  calculated  by the Code of Ethics
   Review  Committee  and shall be forwarded to a  charitable  organization.  No
   member of the Code of  Ethics  Review  Committee  may  review  his or her own
   transaction.

      2. SOLE AUTHORITY. The Code of Ethics Review Committee has sole authority,
   subject to the review set forth in Section  IV.B.3.  below,  to determine the
   remedy for any violation of the Code,  including  appropriate  disposition of
   any monies forfeited pursuant to this provision. Failure to promptly abide by
   a  directive  to  reverse  a trade  or  forfeit  profits  may  result  in the
   imposition of additional sanctions.

      3. REVIEW. Whenever the Code of Ethics Review Committee determines that an
   Access Person has committed a violation of this Code that merits  significant
   remedial  action,  it will report  promptly to the Boards of Directors of SCM
   and/or  SII (as  appropriate),  and no less  frequently  than  the  quarterly
   meeting  to  the  Boards  of  Directors  of  the  applicable   Strong  Funds,
   information  relating to the  investigation  of the violation,  including any
   sanctions  imposed.  The Boards of Directors of SCM, SII and the Strong Funds
   may modify such  sanctions,  as they deem  appropriate.  Such Boards may have
   access to all information  considered by the Code of Ethics Review  Committee
   in relation to the case.  The Code of Ethics  Review  Committee may determine
   whether  to delay  the  imposition  of any  sanctions  pending  review by the
   applicable Boards of Directors.

   C. EXCEPTIONS TO THE CODE.  Although  exceptions to the Code will rarely,  if
ever, be granted,  the General  Counsel of SCM or the Director of Compliance may
grant exceptions to the  requirements of the Code on a case-by-case  basis if he
or she finds that the  proposed  conduct  involves  negligible  opportunity  for
abuse.

      1.  MATERIAL.  All  Material  exceptions  must be in writing,  and must be
   pre-approved by the counsel to the independent directors for the Strong Funds
   and must be  reported  as soon as  practicable  to the Code of Ethics  Review
   Committee  and to the  Boards of  Directors  of the SCM  Funds at their  next
   regularly scheduled meeting after the exception is granted. Refer to Appendix
   1 for the definition of "Material."

      2. NON-MATERIAL. Preclearance requests for personal trades of 1,000 shares
   (or less) AND under  $25,000  that would  normally be blocked due to Advisory
   Client  trades may be  approved  on a case by case basis by the  Preclearance
   Officer.  Only two  Non-Material  Exception will be granted per Access Person
   per calendar year.

      3. DE MINIMIS.  Preclearance requests for Large Capitalization Securities,
   not to exceed 500 shares or  $10,000,  will be approved  unless  blocked by a
   pending  Advisory  Client  trade.  Refer to Appendix 1 for the  definition of
   "Large Capitalization Security."

   D. COMPLIANCE  CERTIFICATION.  At least annually,  all Access Persons will be
required  to  certify on the Annual  Code of Ethics  Questionnaire  set forth in
Appendix 6, or on a document  substantially in the form of Appendix 6, that they
have complied with the Code in all respects.

   E. RECORD RETENTION.  SCM will, at its principal place of business,  maintain
the following  records in an easily accessible place, for at least six years and
will make  records  available  to the SEC or any  representative  thereof at any
time:

      1. CODE OF ETHICS.  A copy of the Code of Ethics  which is, or at any time
   has been, in effect.

      2.  VIOLATIONS.  A record of any  violation of such Code of Ethics and any
   action taken as a result of such violation.

      3.  REQUIRED  REPORTS.  A copy of each  report  made by an  Access  Person
   pursuant  to the Code of  Ethics  shall  include  records  of the  procedures
   followed in connection with the  preclearance  and reporting  requirements of
   this  Code  and  information  relied  on  by  the  Preclearance   Officer  in
   authorizing  the  Securities  Transaction  and in making the  post-Securities
   Transaction determination.

      4.  ACCESS  PERSON  LIST.  A list of all  persons  who are,  or have been,
   required to make reports pursuant to the Code of Ethics.

   F. INQUIRIES  REGARDING THE CODE. The Compliance  Department  will answer any
questions about this Code or any other compliance-related matters.

                                                                      Appendix 1
                                   DEFINITIONS

   "ACCESS  PERSON" means (1) every  director,  officer,  and general partner of
SCM, SII, the Strong Funds and Flint  Prairie;  (2) every  associate of SCM, SII
and Flint Prairie who, in connection with his or her regular  functions,  makes,
participates  in, or obtains  information  regarding  the  purchase or sale of a
security by an Advisory  Client's  account;  (3) every associate of SCM, SII and
Flint Prairie who is involved in making purchase or sale  recommendations for an
Advisory Client's account; (4) every associate of SCM, SII and Flint Prairie who
obtains   information   concerning   such   recommendations   prior   to   their
dissemination;  and (5) such agents of SCM,  SII, the Funds or Flint  Prairie as
the Compliance  Department shall designate who may be deemed an Access Person if
they were an  associate  of the  foregoing.  Any  uncertainty  as to  whether an
individual  is an  Access  Person  should be  brought  to the  attention  of the
Compliance  Department.  Such questions will be resolved in accordance with, and
this definition  shall be subject to, the definition of "Access Person" found in
Rule 17j-1(e)(1) promulgated under the Investment Company Act of 1940.

   "ADVISORY CLIENT" means any client  (including both investment  companies and
managed  accounts) for which SCM serves as an investment  adviser or subadviser,
renders investment advice,  makes investment  decisions or places orders through
its Trading Department.

   "BENEFICIAL INTEREST" means the opportunity,  directly or indirectly, through
any contract, arrangement,  understanding,  relationship or otherwise, to profit
or share in any profit derived from a transaction in the subject Securities.  An
Access  Person is deemed to have a Beneficial  Interest in  Securities  owned by
members of his or her Immediate Family.  Common examples of Beneficial  Interest
include joint accounts,  spousal accounts, UTMA accounts,  partnerships,  trusts
and  controlling  interests in  corporations.  Any  uncertainty as to whether an
Access Person has a Beneficial  Interest in a Security  should be brought to the
attention  of the  Compliance  Department.  Such  questions  will be resolved by
reference to the principles  set forth in the  definition of "beneficial  owner"
found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act
of 1934.

   "CODE" means this Code of Ethics.

   "COMPLIANCE DEPARTMENT" means the designated persons listed on Appendix 2, as
such Appendix shall be amended from time to time.

   "COVERED  SECURITY"  means a security as defined by Section  2(a) (36) of the
Investment  Company Act, except that it does not include:  direct obligations of
the Government of the United States, bankers' acceptances,  bank certificates of
deposit,   commercial  paper  and  high  quality  short-term  debt  instruments,
including repurchase agreements and shares issued by open-end funds.

   "ELECTRONIC  TRADING  ACCOUNT"  means a brokerage  account  held by an Access
Person where Securities  Transactions are placed either  electronically  via the
Internet or the telephone.  All such Securities  Transactions must be precleared
by the Compliance Department.

   "EQUIVALENT  SECURITY"  means any  Security  issued by the same entity as the
issuer of a subject Security that is convertible into the equity Security of the
issuer.   Examples  include  options  but  are  not  limited  to  rights,  stock
appreciation rights, warrants and convertible bonds.

   "FUND" means an investment  company  registered under the Investment  Company
Act of 1940 (or a  portfolio  or series  thereof)  for  which  SCM  serves as an
adviser or subadviser.

   "IMMEDIATE FAMILY" of an Access Person means any of the following persons who
reside in the same household as the Access Person:

           child               grandparent            son-in-law
           stepchild           spouse                 daughter-in-law
           grandchild          sibling                brother-in-law
           parent              mother-in-law          sister-in-law
           stepparent          father-in-law

Immediate  Family includes  adoptive  relationships  and any other  relationship
(whether  or not  recognized  by law) which the  General  Counsel or Director of
Compliance  determines  could  lead  to  the  possible  conflicts  of  interest,
diversions of corporate  opportunity,  or appearances of impropriety  which this
Code is intended to prevent.

   "INDEPENDENT  FUND DIRECTOR"  means an independent  director of an investment
company for which SCM serves as the advisor.

   "LARGE CAPITALIZATION SECURITY" is over 5 billion in market capitalization.

   "LEGAL DEPARTMENT" means the SCM Legal/Compliance Department.

   "MATERIAL"  for  purposes  of this  reporting  requirement,  shall  mean  the
following:

   1.  NUMBER OF SHARES - Any  transaction  for more than 1,000  shares shall be
       deemed material and subject to reporting.

   2.  DOLLAR  VALUE OF  TRANSACTION  - Any  transaction  with a dollar value in
       excess of $25,000 shall be deemed material and subject to reporting.

   3.  NUMBER OF  TRANSACTIONS  IN A YEAR - The  General  Counsel or Director of
       Compliance  (or  his or  her  appointee)  may  grant  no  more  than  two
       Non-Material  Exceptions per Access Person per year which are not subject
       to reporting to the Strong Funds Board of Directors.  For example, if the
       General  Counsel or Director of  Compliance  (or his or her designee) has
       granted two  Non-Material  Exceptions to an Access Person,  ANY exception
       granted  thereafter  shall be deemed  material  and subject to  reporting
       (irrespective  of the  number  of shares  or other  circumstances  of the
       transaction).

   4.  CONSULTATION  WITH  INDEPENDENT  COUNSEL - In any case where the  General
       Counsel or Director of Compliance believes there is an issue of whether a
       proposed exception is material and subject to reporting,  he or she shall
       consult with counsel to the independent directors for the Strong Funds.

   "NON-MATERIAL"  Any transaction that does not fit the definition of Material.
These transactions may not exceed 1,000 shares AND $25,000 in value.

   "NOT HELD ORDER" means an order placed with a broker and ultimately  executed
at the discretion of the broker.

   "PORTFOLIO  MANAGER"  means a person who has or shares  principal  day-to-day
responsibility for managing the portfolio of an Advisory Client.

   "PRECLEARANCE  OFFICER"  means  the  person  designated  as the  Preclearance
Officer in Appendix 2 hereof.

   "PROGRAM TRADE" is where a Portfolio Manager directs a trader to do trades in
either an index-type  account or portion of an account or, at a minimum,  25-30%
of the  Securities in a non-index  account.  Program  Trades for non-index  type
accounts  generally arise in any of three  situations:  (1) cash or other assets
are being added to an account and the  Portfolio  Manager  instructs  the trader
that new  securities  are to be bought in a manner that  maintains the account's
existing  allocations;  (2)  cash is being  withdrawn  from an  account  and the
Portfolio  Manager  instructs  the trader  that  securities  are to be sold in a
manner that maintains the account's current  securities  allocations;  and (3) a
new account is established and the Portfolio Manager instructs the trader to buy
specific  securities  in the same  allocation  percentages  as are held by other
client accounts.

   "SEC" means the United States Securities and Exchange Commission.

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

   "SECURITIES  TRANSACTION" means a purchase or sale of Covered Securities,  in
which  an  Access  Person  or a member  of his or her  Immediate  Family  has or
acquires a Beneficial Interest.

   "SCM" means Strong Capital Management, Inc.

   "STRONG FUNDS" means the investment companies comprising the Strong Family of
Mutual Funds or any derivation thereof.

   "U. S.  GOVERNMENT  SECURITY"  means any security  issued or guaranteed as to
principal  or  interest  by the  United  States  or by a  person  controlled  or
supervised by and acting as an  instrumentality  of the Government of the United
States pursuant to authority granted by the Congress of the United States or any
certificate of deposit for any of the foregoing.

                                                                      Appendix 2

                                 CONTACT PERSONS


PRECLEARANCE OFFICER

   Thomas A. Hooker, Director of Compliance

DESIGNEES OF PRECLEARANCE OFFICER

   Jane Lisheron
   Connie Wick
   Susan Hollister
   Robert G. Uecker, Jr.
   Gilbert L. Southwell, III

COMPLIANCE DEPARTMENT

   Thomas A. Hooker, Director of Compliance
   Jane Lisheron
   Kerry Laurin
   Annette Avery

CODE OF ETHICS REVIEW COMMITTEE

   Thomas A. Hooker, Director of Compliance
   Richard W. Smirl, Chief Compliance Officer, Strong Investments, Inc.

                                                                      Appendix 3
                         PERSONAL HOLDINGS IN SECURITIES


   In accordance with Section II.A. of the Code of Ethics, please provide a list
of all Covered Securities , including physical  certificates held, in which each
Access  Person has a  Beneficial  Interest,  including  those in accounts of the
Immediate Family of the Access Person and all Securities in non-client  accounts
for which the Access Person makes investment decisions.

(1)  Name of Access Person:                      _______________________________

(2)  If different than (1), name of the person
     in whose name the account is held:          _______________________________

(3)  Relationship of (2) to (1):                 _______________________________

(4)  Broker at which Account is maintained:      _______________________________

(5)  Account Number:                             _______________________________

(6)  For each account,  attach the most recent account statement listing Covered
     Securities in that account. If the Access Person owns Beneficial  Interests
     in  Securities  that are not listed in an attached  account  statement,  or
     holds the physical certificate, list them below:

        NAME OF SECURITY          QUANTITY          VALUE          CUSTODIAN

1.  ____________________________________________________________________________

2.  ____________________________________________________________________________

3.  ____________________________________________________________________________

4.  ____________________________________________________________________________

5.  ____________________________________________________________________________

                      (ATTACH SEPARATE SHEET IF NECESSARY.)

(7)  In addition, please list the name of any Broker/Dealer or bank at which any
     Securities,  other  than  Covered  Securities  are held for the  direct  or
     indirect benefit of the Access Person: ____________________________________
     ___________________________________________________________________________

   I certify that this form and the attached  statements (if any) constitute ALL
of the  Securities in which I have a Beneficial  Interest,  including  those for
which I hold  physical  certificates,  as well as those held in  accounts  of my
Immediate Family.

______________________________________________   Dated:_________________________
Access Person Signature

                                                                      Appendix 4

                   ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
                          AND LIMITED POWER OF ATTORNEY


   I acknowledge that I have received the Code of Ethics dated November 9, 2001,
and represent that:

      1. In accordance with Section II.A. of the Code of Ethics, I will fully
   disclose the Covered  Securities  holdings in which I have, or a member of
   my Immediate  Family has, a Beneficial  Interest,*  as well as the name of
   any  broker,  dealer or bank with whom I maintain  an account in which ANY
   Securities are held for my direct or indirect benefit.

      2. In accordance  with Section  II.B.1.  of the Code of Ethics,  I will
   obtain prior  authorization  for all  Securities  Transactions  in which I
   have, or a member of my Immediate Family has, a Beneficial Interest except
   for transactions  exempt from  preclearance  under Section II.B. 2. of the
   Code of Ethics.*

      3. In accordance  with Section  II.G.1.  of the Code of Ethics,  I will
   report all Covered Securities Transactions in which I have, or a member of
   my Immediate  Family has, a Beneficial  Interest,  except for transactions
   exempt from reporting under Section II.G.1. of the Code of Ethics.

      4. I will comply with the Code of Ethics in all other respects.

      5.  I  agree  to  disgorge  and  forfeit  any  profits  on   prohibited
   transactions in accordance with the requirements of the Code.*

   I hereby appoint Strong Capital Management,  Inc. as my attorney-in-fact  for
the  purpose  of  placing  orders  for and on my  behalf to buy,  sell,  tender,
exchange,  convert, and otherwise effectuate transactions in any and all stocks,
bonds,  options,  and other securities.  I agree that Strong Capital Management,
Inc.  shall  not be  liable  for  the  consequences  of any  errors  made by the
executing brokers in connection with such transactions.*

                                         _______________________________________
                                         Access Person Signature

                                         _______________________________________
                                         Print Name

Dated:  _________________________

   *  Representations  (1), (2) and (5) and the Limited Power of Attorney do not
apply to Independent Fund Directors.

                                                                      Appendix 5

Ctrl. No:_________________________       Associate ID #_________________________

                         STRONG CAPITAL MANAGEMENT, INC.
                     PRECLEARANCE REQUEST FOR ACCESS PERSONS


1.  Name of Access Person
    (and trading entity, if different):        _________________________________

2.  Name and symbol of Security:               _________________________________

3.  Maximum quantity to be purchased or sold:  _________________________________

4.  Name, account # & phone # of
    broker to effect transaction:              _________________________________

5.  Check if applicable:

      Purchase  ___     Market Order    ___
      Sale      ___     Limit Order     ___     (Limit Order Price: ___________)
                        Not Held Order  ___

6.  In connection  with the foregoing  transaction,  I hereby make the following
    representations and warranties:

    (a)  I do not possess  any  material  nonpublic  information  regarding  the
         Security or the issuer of the Security.

    (b)  To my knowledge:

         (1)  The Securities or "equivalent" securities (I.E., securities issued
              by the  same  issuer)  [ARE/ARE  NOT]  (CIRCLE  ONE)  held  by any
              investment companies or other accounts managed by SCM;

         (2)  There are no outstanding purchase or sell orders for this Security
              (or any equivalent  security) by any investment companies or other
              accounts managed by SCM; and

         (3)  None of the  Securities  (or  equivalent  securities)  is actively
              being considered for purchase or sale by any investment  companies
              or other accounts managed by SCM.

    (c)  The Securities are not being acquired in an initial public offering.

    (d)  The  Securities  are not being  acquired in a private  placement or, if
         they are, I have reviewed Section II.D.3. of the Code and have attached
         hereto a written explanation of such transaction.

    (e)  If I am a Portfolio Manager, none of the accounts I manage purchased or
         sold these Securities (or equivalent  securities) within the past seven
         calendar days and I do not expect any such client  accounts to purchase
         or sell  these  Securities  (or  equivalent  securities)  within  seven
         calendar days of my purchase or sale.

    (f)  If I am purchasing these Securities,  I have not directly or indirectly
         (through any member of my Immediate Family, any account in which I have
         a  Beneficial   Interest  or  otherwise)  sold  these   Securities  (or
         equivalent securities) in the prior 30 days.

    (g)  If I am selling  these  Securities,  I have not directly or  indirectly
         (through any member of my Immediate Family, any account in which I have
         a Beneficial  Interest or otherwise)  purchased  these  Securities  (or
         equivalent securities) in the prior 30 days.

    (h)  I have read the SCM Code of  Ethics  within  the  prior 12  months  and
         believe that the proposed trade fully complies with the requirements of
         the Code.

_____________________________________      _____________________________________
Access Person                              Print Name

                     CERTIFICATION OF ACCESS PERSON DESIGNEE

   The  undersigned  hereby  certifies that the above Access Person (a) directly
instructed me to complete this form on his or her behalf,  (b) to the best of my
knowledge,  was out of the  office at the time of such  instruction  and has not
returned,  and (c)  confirmed  to me that  the  representations  and  warranties
contained in this form are accurate.

_____________________________________      _____________________________________
Access Person Designee                     Print Name

                                  AUTHORIZATION

Authorized By:______________________  Date:_______________  Time:_______________

                                    PLACEMENT

Trader:______________  Date:_____________  Time:_____________  Qty:_____________

                                    EXECUTION

Trader:__________  Date:_________  Time:_________  Qty:_________  Price:________

              (Original copy to Compliance Department, Yellow copy
               to Trading Department, Pink copy to Access Person)

                                                                    revised 7/01

CONFIDENTIAL                                                          APPENDIX 6

                     ANNUAL CODE OF ETHICS QUESTIONNAIRE(1)
                              For ACCESS PERSONS of
                       The Strong Family of Mutual Funds,
                        Strong Capital Management, Inc.,
                            Strong Investments, Inc.
                           and Flint Prairie, L. L. C.
                                    20, 2001


Associate:  _____________________________________(please print name)


  I.  Introduction

      Access  Persons(2) are required to answer the following  questions FOR THE
      YEAR SEPTEMBER 1, 2000, THROUGH AUGUST 31, 2001. ANSWERS OF "NO" TO ANY OF
      THE QUESTIONS IN SECTIONS II AND III MUST BE EXPLAINED ON THE "ATTACHMENT"
      ON PAGE 3. Upon completion,  please sign (original  signature is required)
      and return the questionnaire by MONDAY,  OCTOBER 1ST , to Jane Lisheron in
      the Compliance  Department.  All information provided is kept confidential
      to the maximum extent possible. If you have any questions,  please contact
      Jane at extension 7126.

 II.  Annual certification of compliance with the Code of Ethics

      A.  Have  you  OBTAINED   PRECLEARANCE   for  all  Covered   Securities(3)
          Transactions  in which you have, or a member of your Immediate  Family
          has, a  Beneficial  Interest,  except  for  transactions  exempt  from
          preclearance  under the Code of  Ethics?  (Circle  "Yes" even if there
          have been no Securities Transactions.)

          YES          NO          (CIRCLE ONE)

      B.  Have you REPORTED  all Covered  Securities  Transactions  in which you
          have,  or a member of your  Immediate  Family has,  direct or indirect
          beneficial ownerships?  (Reporting  requirements include arranging for
          the  Compliance  Department  to receive,  directly  from your  broker,
          dealer or bank, duplicate  transaction  confirmations for each account
          in which  you  have,  or a member  of your  Immediate  Family  has,  a
          Beneficial   Interest,   as  well  as  reporting  securities  held  in
          certificate   form(4).   (Circle   "Yes"  if  you  have  reported  all
          transactions or have no transactions to report.)

          YES          NO          (CIRCLE ONE)

      C.  Have you REPORTED all Covered  Securities in which you have any direct
          or indirect  beneficial  ownership  as well as the name of any broker,
          dealer  or  bank at  which  you  maintain  an  account  in  which  ANY
          securities  are held for your direct or indirect  benefit?  (Reporting
          requirements  include  arranging  for  the  Compliance  Department  to
          receive, directly from your broker, dealer or bank, duplicate periodic
          statements  for each  account  in which you have,  or a member of your
          Immediate  Family has, a  Beneficial  Interest,  as well as  reporting
          securities  held in  certificate  form(5).  Circle  "Yes"  if you have
          reported all holdings and accounts.)

      D.  Do you understand  that you are PROHIBITED from owning five percent or
          more of any class of security of a registered  investment company, and
          have you so complied?

          YES         NO           (CIRCLE ONE)

      E.  Have you orwill you notify the  Compliance  Department of any arrests,
          arraigments,  indictments,  convictions  or no  contest  pleas  to any
          criminal  offense  (misdemeanor  and/or  felony)  or been  named  as a
          defendant in any Investment or Non-Investment  Related proceeding,  or
          administrative  or  disciplinary  action  in a  domestic,  foreign  or
          military  court?   (Circle  "Yes"  if  you  have  not  been  arrested,
          arraigned, etc.)

          YES         NO           (CIRCLE ONE)

      F.  Have you  complied  with the Code of  Ethics  in all  other  respects,
          including the Gift Policy?

          YES         NO           (CIRCLE ONE)

          LIST ON THE ATTACHMENT  ALL REPORTABLE  GIFTS(6) GIVEN OR RECEIVED FOR
          THE YEAR SEPTEMBER 1, 2000, THROUGH AUGUST 31, 2001, NOTING THE MONTH,
          "COUNTERPARTY," GIFT DESCRIPTION, AND ESTIMATED VALUE.

III.  Have you complied in all respects  with the Insider  Trading  Policy dated
      April 5, 2001?

          YES         NO           (CIRCLE ONE)

ANSWERS OF "NO" TO ANY OF THE QUESTIONS IN SECTIONS II AND III MUST BE EXPLAINED
ON THE "ATTACHMENT" ON PAGE 3.

 IV.  Disclosure of directorships statement

      A.  Are you, or is any member of your Immediate  Family, a director of any
          PUBLICLY held  companies(7)?  (If "Yes," please list on the Attachment
          each company for which you are, or a member of your  Immediate  Family
          is, a director.)

          YES         NO           (CIRCLE ONE)

      B.  If you, or any member of your Immediate  Family,  is a director of any
          for profit,  privately held company, do you have knowledge that any of
          these  companies  will go public  or be  acquired  within  the next 12
          months?  (If the answer is "YES,"  please be prepared to discuss  this
          matter with a member of the Compliance Department in the near future.)

          YES         NO           (CIRCLE ONE)

I hereby  represent that, to the best of my knowledge,  the foregoing  responses
are true and complete.  I understand that any untrue or incomplete  response may
be subject to disciplinary action by the firm.

___________________________________________
Access Person Signature

___________________________________________     ________________________________
Print Name                                      Date

----------
1  All definitions used in this  questionnaire have the same meaning as those in
   the Code of Ethics.

2  Non-Access  Persons and  Independent  Fund Directors of the Strong Funds must
   complete a separate questionnaire.

3  Security,  as  defined,  does  NOT  include  open-end  investment  companies,
   including the Strong Funds.

4  Please  contact  Jane  Lisheron  (x7126)  if you  are  uncertain  as to  what
   confirmations and statements you have arranged for the Compliance  Department
   to receive.

5  Please  contact  Jane  Lisheron  (x7126)  if you  are  uncertain  as to  what
   confirmations and statements you have arranged for the Compliance  Department
   to receive.

6  Associates are NOT required to report the following:  (i) usual and customary
   promotional  items given to or received from  vendors,  (ii) items donated to
   charity  (through  Legal),  or (iii) food  items  consumed  on the  premises.
   Entertainment  - i.e., a meal or activity with the vendor  present - does not
   have to be reported.

7  Per Section III.F.  of the Code of Ethics,  no Access  Person,  other than an
   Independent Fund Director,  may serve on the board of directors of a PUBLICLY
   HELD company.

                                  ATTACHMENT TO
                       ANNUAL CODE OF ETHICS QUESTIONNAIRE


PLEASE EXPLAIN ALL "NO" RESPONSES TO QUESTIONS IN SECTIONS II AND III:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

PLEASE LIST EACH COMPANY FOR WHICH YOU ARE, OR A MEMBER OR YOUR IMMEDIATE FAMILY
IS, A DIRECTOR (SECTION IV):

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

GIFTS FOR THE YEAR SEPTEMBER 1, 2000, THROUGH AUGUST 31, 2001:

    MONTH       GIFT GIVER/RECEIVER       GIFT DESCRIPTION       ESTIMATED VALUE
 1. ____________________________________________________________________________
 2. ____________________________________________________________________________
 3. ____________________________________________________________________________
 4. ____________________________________________________________________________
 5. ____________________________________________________________________________
 6. ____________________________________________________________________________
 7. ____________________________________________________________________________
 8. ____________________________________________________________________________
 9. ____________________________________________________________________________
10. ____________________________________________________________________________

          (CONTINUE ON AN ADDITIONAL SHEET IF NECESSARY.)

                                                                      Appendix 7

                           LIST OF BROAD-BASED INDICES


Listed  below  are the  broad-based  indices  as  designated  by the  Compliance
Department. See Section II.B.2.e. for additional information.

--------------------------------------------------------------------------------
DESCRIPTION OF OPTION                      SYMBOL                       EXCHANGE
--------------------------------------------------------------------------------
Biotechnology Index                        BTK                          AMEX
--------------------------------------------------------------------------------
Computer Technology                        XCI                          AMEX
--------------------------------------------------------------------------------
Diamonds                                   DIA,DJD,DXN,DXU,DXV
--------------------------------------------------------------------------------
Eurotop 100                                TOP1                         AMEX
--------------------------------------------------------------------------------
Gold / Silver Index *                      XAU                          PHLX
--------------------------------------------------------------------------------
Hong Kong Option Index                     HKO                          AMEX
--------------------------------------------------------------------------------
Inter@ctive Wk. Internet Index             IIX                          CBOE
--------------------------------------------------------------------------------
I-Shares                                   Various                      AMEX
--------------------------------------------------------------------------------
Japan Index                                JPN                          AMEX
--------------------------------------------------------------------------------
Major Market Index *                       XMI                          AMEX
--------------------------------------------------------------------------------
Morgan Stanley High Tech Index             MSH                          AMEX
--------------------------------------------------------------------------------
NASDAQ-100                                 NDX, QQQ                     CBOE
--------------------------------------------------------------------------------
Oil Service Sector Index                   OSX                          PHLX
--------------------------------------------------------------------------------
Pacific High Tech Index                    PSE                          PSE
--------------------------------------------------------------------------------
Russell 2000 *                             RUY, RTY                     CBOE
--------------------------------------------------------------------------------
Semiconductor Sector                       SOX                          PHLX
--------------------------------------------------------------------------------
S&P 100 *                                  OEX                          CBOE
--------------------------------------------------------------------------------
S&P 400 Midcap Index *                     MID, MDY                     CBOE
--------------------------------------------------------------------------------
S&P 500 *                                  SPX                          CBOE
--------------------------------------------------------------------------------
S&P 1500 Supercomposite                    SPR                          CBOE
--------------------------------------------------------------------------------
SPDRS                                      Various                      AMEX
--------------------------------------------------------------------------------
Technology Index                           TXX                          CBOE
--------------------------------------------------------------------------------
VIPERs                                     VTI                          AMEX
--------------------------------------------------------------------------------
Wilshire Small Cap Index                   WSX                          PSE
--------------------------------------------------------------------------------
* Includes LEAPs
--------------------------------------------------------------------------------

                                                                      Appendix 8

                                   GIFT POLICY


   The gift policy of Strong Capital Management, Inc., Strong Investments,  Inc.
and Flint Prairie, L. L. C. covers both GIVING GIFTS TO and ACCEPTING GIFTS FROM
clients,  brokers,  persons  with whom we do business  or others  (collectively,
"vendors").  It is based on the  applicable  requirements  of the  Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD") and is
included as part of the firm's Codes of Ethics.

   Under our  policy,  associates  may not give  gifts to or accept  gifts  from
vendors  with a value in excess of $100 PER PERSON  PER YEAR and must  report to
the firm  annually if they accept  certain  types of gifts.  The NASD  defines a
"gift" to include any kind of gratuity. Since giving or receiving any gifts in a
business  setting may give rise to an appearance of  impropriety  or may raise a
potential conflict of interest, we are relying on your professional attitude and
good  judgment  to ensure  that our policy is  observed  to the  fullest  extent
possible. The discussion below is designed to assist you in this regard.

   Questions regarding the appropriateness of any gift should be directed to the
Legal/Compliance Department.

1.  GIFTS GIVEN BY ASSOCIATES

   Under  applicable NASD rules, an associate may not give any gift with a value
in  excess  of $100 per  year to any  person  associated  with a  securities  or
financial organization,  including exchanges,  broker-dealers,  commodity firms,
the news media, or clients of the firm. Please note, however,  that the firm may
not take a tax deduction for any gift with a value exceeding $25.

   This  memorandum is not intended to authorize any associate to give a gift to
a vendor -- appropriate  supervisory approval must be obtained before giving any
gifts.

2.  GIFTS ACCEPTED BY ASSOCIATES

   On occasion,  because of their  position  within the firm,  associates may be
offered, or may receive without notice,  gifts from vendors.  Associates may not
accept any gift or form of  entertainment  from  vendors  (E.G.,  tickets to the
theater or a sporting  event where the vendor does not accompany the  associate)
other than gifts of NOMINAL VALUE, which the NASD defines as under $100 in total
from any vendor in any year (managers may, if they deem it appropriate for their
department,  adopt a lower dollar  ceiling).  Any gift  accepted by an associate
must be  reported  to the firm,  subject to certain  exceptions  (see  heading 4
below).  In  addition,  note that our gift  policy  does not apply to normal and
customary business entertainment or to personal gifts (see heading 3 below).

   Associates  may not accept a gift of cash or a cash  equivalent  (E.G.,  gift
certificates) in ANY amount, and under no circumstances may an associate solicit
a gift from a vendor.

   Associates  may  wish  to  have  gifts  from  vendors   donated  to  charity,
particularly where it might be awkward or impolite for an associate to decline a
gift not permitted by our policy.  In such case, the gift should be forwarded to
Legal, who will arrange for it to be donated to charity.  Similarly,  associates
may wish to suggest to vendors that, in lieu of an annual gift, the vendors make
a donation to charity.  In either  situation  discussed  in this  paragraph,  an
associate would not need to report the gift to the firm (see heading 4 below).

3.  EXCLUSION FOR BUSINESS ENTERTAINMENT/PERSONAL GIFTS

   Our gift policy  does not apply to normal and  customary  business  meals and
entertainment with vendors. For example, if an associate has a business meal and
attends  a  sporting  event or show with a vendor,  that  activity  would not be
subject to our gift  policy,  provided  the vendor is present.  If, on the other
hand, a vendor gives an associate  tickets to a sporting event and the associate
attends the event  without the vendor also being  present,  the tickets would be
subject to the dollar limitation and reporting  requirements of our gift policy.
Under no  circumstances  may associates  accept business  entertainment  that is
extraordinary or extravagant in nature.

   In  addition,  our gift  policy does not apply to usual and  customary  gifts
given to or received from vendors based on a personal  relationship (E.G., gifts
between  an  associate  and a vendor  where  the  vendor  is a family  member or
personal friend).

4.  REPORTING

   The NASD  requires  gifts to be reported to the firm.  Except as noted below,
associates  must report  annually  all gifts given to or accepted  from  vendors
(Legal will distribute the appropriate reporting form to associates).

   Associates are NOT required to report the following:  (i) usual and customary
promotional items given to or received from vendors (E.G., hats, pens, T-shirts,
and similar  items  marked with a firm's  logo),  (ii) items  donated to charity
through Legal, or (iii) food items consumed on the firm's premises (E.G., candy,
popcorn, etc.).

January 1, 1999

                                                                      Appendix 9

                      INSIDER TRADING POLICY AND PROCEDURES
                 DESIGNED TO DETECT AND PREVENT INSIDER TRADING


A. POLICY STATEMENT.

   1. INTRODUCTION.  Strong Capital Management, Inc., Strong Investments,  Inc.,
Heritage Reserve Development  Corporation,  Flint Prairie, L.L.C. and such other
companies  which adopt  these  Policies  and  Procedures  (all of the  foregoing
entities  are  collectively  referred  to herein as  "Strong")  seek to foster a
reputation  for  integrity  and  professionalism.  That  reputation  is a  vital
business  asset.  The  confidence  and trust  placed in  Strong  by  clients  is
something  we should value and  endeavor to protect.  To further that goal,  the
Policy  Statement  implements  procedures  to  deter  the  misuse  of  material,
nonpublic information in securities transactions.

   2. PROHIBITIONS.  Accordingly, associates are prohibited from trading, either
personally or on behalf of others  (including  advisory  clients),  on material,
nonpublic information or communicating material, nonpublic information to others
in violation  of the law.  This  conduct is  frequently  referred to as "insider
trading."  This policy  applies to every  associate  and  extends to  activities
within and outside their duties at Strong.  Any questions  regarding this policy
should be referred to the Compliance Department.

   3. GENERAL  SANCTIONS.  Trading  securities  while in possession of material,
nonpublic information or improperly communicating that information to others may
expose you to stringent  penalties.  Criminal sanctions may include a fine of up
to  $1,000,000  and/or ten years  imprisonment.  The SEC can recover the profits
gained or losses avoided through the violative trading, a penalty of up to three
times  the  illicit  windfall  and an  order  permanently  barring  you from the
securities  industry.  Finally,  you may be sued by investors seeking to recover
damages for insider trading violations.

   4. INSIDER TRADING DEFINED.  The term "insider trading" is not defined in the
federal  securities laws, 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  is not  static,  it is  currently
understood that the law generally prohibits:

      a.  trading by an insider,  while in  possession  of  material,  nonpublic
   information;

      b. trading by a  non-insider,  while in possession of material,  nonpublic
   information, where the information either was disclosed to the non-insider in
   violation   of  an   insider's   duty  to  keep   it   confidential   or  was
   misappropriated;

      c.  recommending  the  purchase  or sale of  securities  on the  basis  of
   material, nonpublic information;

      d. communicating material, nonpublic information to others; or

      e.  providing  substantial  assistance to someone who is engaged in any of
   the above activities.

      The  elements  of insider  trading  and the  penalties  for such  unlawful
conduct are described  below.  Any associate who, after reviewing these Policies
and Procedures has any question  regarding  insider  trading should consult with
the Compliance  Department.  Often, a single question can forestall disciplinary
action or complex legal problems.

   5. TENDER OFFERS.  Tender offers represent a particular concern in the law of
insider  trading for two reasons.  First,  tender offer  activity often produces
extraordinary gyrations 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. Associates should exercise particular caution any time they become aware
of nonpublic information relating to a tender offer.

   6. CONTACT THE COMPLIANCE  DEPARTMENT.  To protect yourself, our clients, and
Strong, you should contact the Compliance Department  immediately if you believe
that you may have received material, nonpublic information.

B.  PROCEDURES  DESIGNED TO DETECT AND PREVENT  INSIDER  TRADING.  The following
procedures  have been  established  to aid Strong and all associates in avoiding
insider  trading,  and to aid  Strong in  preventing,  detecting,  and  imposing
sanctions against insider trading.  Every associate must follow these procedures
or risk serious sanctions,  including dismissal,  substantial personal liability
and criminal penalties.  Any questions about these procedures should be directed
to the Compliance Department.

   1. INITIAL  QUESTIONS.  Before  trading in the  Securities of a company about
which an associate may have potential inside information, an associate,  whether
trading  for  himself or herself or others,  should ask  himself or herself  the
following questions:

      a. 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  substantially   affect  the  market  price  of  the
   securities if generally disclosed?

      b.  IS THE  INFORMATION  NONPUBLIC?  To whom  has  this  information  been
   provided?  Has the information  been  effectively  communicated to the market
   place  by being  published  in  Reuters,  THE WALL  STREET  JOURNAL  or other
   publications of general circulation?

   2. MATERIAL AND NONPUBLIC INFORMATION.  If, after consideration of the above,
any associate believes that the information is material and nonpublic,  or if an
associate has questions as to whether the information is material and nonpublic,
he or she should take the following steps:

      a. Report the matter immediately to the Compliance Department.

      b. Do not purchase or sell the Securities  either on the  associate's  own
   behalf or on the behalf of others.

      c.  Do not  communicate  the  information  to  anyone,  other  than to the
   Compliance Department.

      d. After the Compliance  Department has reviewed the issue,  the associate
   will  be  instructed  to  continue  the  prohibitions   against  trading  and
   communication,  or he or she will be  allowed  to trade and  communicate  the
   information.

   3.  CONFIDENTIALITY.   Information  in  an  associate's  possession  that  is
identified as material and nonpublic may not be communicated to anyone,  include
persons within Strong,  except as otherwise  provided herein. In addition,  care
should  be  taken  so that  such  information  is  secure.  For  example,  files
containing material,  nonpublic information should be sealed, access to computer
files  containing  material,  nonpublic  information  should be  restricted  and
conversations  containing  such  information,  if appropriate at all,  should be
conducted in private (for example,  not by cellular telephone to avoid potential
interception).

   4. ASSISTANCE OF THE COMPLIANCE  DEPARTMENT.  If, after  consideration of the
items set forth in Section  B.2.,  doubt  remains as to whether  information  is
material  or  nonpublic,  or if  there  is  any  unresolved  question  as to the
applicability  or  interpretation  of  the  foregoing  procedures,  or as to the
propriety of any action,  it must be discussed  with the  Compliance  Department
before trading or communicating the information to anyone.

   5. REPORTING  REQUIREMENT.  In accordance with Strong's Code of Ethics, every
associate  must arrange for the Compliance  Department to receive  directly from
the broker,  dealer, or bank in question,  duplicate copies of each confirmation
for each  Securities  Transaction  and  periodic  statement  for each  brokerage
account in which such associate has a beneficial interest.

C. INSIDER TRADING EXPLANATIONS.

   1. WHO IS AN  INSIDER?  The  concept  of  "insider"  is  broad.  It  includes
officers,  directors and associates 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  associates  of such  organizations.  In  addition,  Strong may
become a temporary  insider.  According to the United States Supreme Court,  the
company must expect the  outsider to keep the  disclosed  nonpublic  information
confidential,  and the  relationship  must at least imply such a duty before the
outsider will be considered an insider.

   2. WHAT IS MATERIAL INFORMATION? Trading on inside information is not a basis
for  liability  unless  the  information  is  material.  "Material  information"
generally is defined as 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.  It need not be
important that it would have changed the investor's  decision to buy or sell. No
simple  "bright  line" test exists to determine  when  information  is material;
assessments  of materiality  involve a highly  fact-specific  inquiry.  For this
reason, you should direct any question about whether  information is material to
the Compliance Department.

      Material  information  often relates to a company's results and operations
including,  for  example,   dividend  changes,   earnings  results,  changes  in
previously  released  earnings  estimates,  significant  merger  or  acquisition
proposals   or   agreements,   major   litigation,   liquidation   problems  and
extraordinary management developments.

      Material  information  also  may  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.

      Material information does not have to relate to a company's business.  For
example,  in CARPENTER V. U.S.,  108 U.S. 316 (1987),  the United States Supreme
Court  considered  as  material  certain  information  about the  contents  of a
forthcoming  newspaper  column that was expected to affect the market price of a
security.  In that case, a Wall Street  Journal  reporter  was found  criminally
liable for  disclosing  to others the dates  that  reports on various  companies
would  appear in THE WALL  STREET  JOURNAL and whether  those  reports  would be
favorable or unfavorable.

   3. WHAT IS NONPUBLIC INFORMATION?  Information is nonpublic until it has been
effectively  disseminated  broadly to investors in the market place. One must be
able to point to some fact to show that the information is generally public. For
example,  information  found in a report filed with the SEC, or appearing in Dow
Jones, Reuters Economic Services, THE WALL STREET JOURNAL, or other publications
of general circulation would be considered public.

   4. WHAT ARE THE  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.  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: (a) civil injunctions; (b) treble
damages;  (c)  disgorgement of profits;  (d) jail  sentences;  (e) fines 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 (f) fines 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 to the foregoing, any violation of this Policy with Respect to
Insider  Trading  can be  expected  to result in  serious  sanctions,  including
dismissal of the person or persons involved.

January 1, 1999

                                                                     Appendix 10

                    ELECTRONIC TRADING AUTHORIZATION FORM(1)

Authorization has been granted to ______________________________________________
("Access Person") to open an Electronic Trading Account(2) at __________________
_________________("Brokerage Firm").

As  a  condition  of  approval,  the  Access  Person  agrees  to  the  following
requirements, relating to all Securities Transactions:

   1.  All  Securities  Transactions  as defined  in the Code of Ethics,  except
       those  specifically   exempt,   must  be  precleared  by  the  Compliance
       Department.

   2.  All Securities  Transactions  will be placed and executed by the close of
       the SAME trading day that the  authorization  is granted,  otherwise  the
       authorization will expire.  This includes Limit Orders.  There will be no
       open "until filled" orders.

   3.  The  Access   Person  will  provide  the   Compliance   Department   with
       documentation from the Internet Site that shows when the order was placed
       and executed.

   4.  The Access Person will arrange for the  Compliance  Department to receive
       directly  from the  Electronic  Trading  Firm,  duplicate  copies of each
       confirmation for each Securities  Transaction and periodic statements for
       each  brokerage  account  in which the  Access  Person  has a  Beneficial
       Interest. THE ACCESS PERSON MAY NOT PLACE TRADES ON HIS OR HER OWN BEHALF
       UNTIL THESE ARRANGEMENTS HAVE BEEN MADE.

   5.  The  Access  Person  will  comply  with the Code of  Ethics  in all other
       respects.

I hereby  agree to the  terms and  conditions  stated  above.  Any abuse of this
privilege may result in disciplinary action by the firm.

_______________________________________________     ____________________________
Access Person                                                Date


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

                                  AUTHORIZATION

_______________________________________________     ____________________________
 Director of Compliance (or designee)                        Date

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

----------
1  This form must be filed and prior approval  obtained for EACH on-line trading
   account  opened by an Access  Person.  The filing must be made  promptly upon
   opening  the  account  and  BEFORE  any  trades  are  made  in  the  account.
   Thereafter,  the  form  must  be  filed  to  report  (a) any  changes  in the
   information provided on the form about an existing on-line account or (b) the
   opening of a new on-line account, again before any trading occurs in that new
   account.  This  form  need not be filed  prior to each  trade in an  approved
   on-line account.

2  Electronic  Trading  Account  includes  brokerage  accounts where  Securities
   Transactions are placed electronically via the Internet or the telephone.

                                                                     Appendix 11


TO:       ALL ACCESS PERSONS

FROM:     Director of Compliance

Subject:  Social Security Number/Tax ID Information

Strong's  Code of Ethics  requires  the  Compliance  Department  to monitor  the
personal investing activity of Access Persons,  including  investments in mutual
funds.  To assist in this, we ask that you please  provide your Social  Security
Number,  as well  as the SSN of each  member  of  your  "IMMEDIATE  FAMILY".  In
addition,  please  list  all  accounts  in  which  you  may  have a  "BENEFICIAL
INTEREST".

(Please  refer  to your  copy of the  Code of  Ethics  for a  definition  of the
underlined words.)

Please  complete  this form and return it to the Director of  Compliance at your
earliest convenience. Thank you for your cooperation.

________________________________________________________________________________
(Print Name)                                                      (SSN/TIN)


________________________________________________________________________________
(Print Name)                                                      (SSN/TIN)


________________________________________________________________________________
(Print Name)                                                      (SSN/TIN)


________________________________________________________________________________
(Print Name)                                                      (SSN/TIN)


________________________________________________________________________________
(Print Name)                                                      (SSN/TIN)


________________________________________________________________________________
(Print Name)                                                      (SSN/TIN)