<PAGE>
Exhibit (p)(4)
--------------
EAGLE ASSET MANAGEMENT, INC.
----------------------------
CODE OF ETHICS
--------------
A. Important General Prohibitions
------------------------------
The specific provisions and reporting requirements of this Code are
concerned with certain investment activities of "Access Persons," as herein
defined, who may benefit by, or interfere with, the purchase and sale of
securities by an "investment company," as defined herein. Rule 17j-1 (the
"Rule") under the Investment Company Act of 1940 (the "Act") prohibits an access
person of an investment adviser from using information concerning the
investments or investment intentions of an investment company, or from using
their ability to influence such investment intentions, for personal gain or in a
manner detrimental to the interest of an investment company. Specifically, the
Rule makes it unlawful, and it shall be a violation of this Code, for an access
person, directly or indirectly, in connection with the purchase or sale of a
security held or to be acquired by an investment company:
1. to employ any device, scheme or artifice to defraud the investment
company;
2. to make to the investment company (or its agents or affiliates) any
untrue statement of a material fact, or to omit to state to the investment
company (or its agents or affiliates) a material fact necessary in order to make
the statements made, in light of the circumstances under which they are made,
not misleading;
3. to engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon the investment company; or
4. to engage in any manipulative practice with respect to the investment
company.
B. Definitions
-----------
1. Access Person. The term "access person advisory person of Eagle Asset
-------------
Management, Inc. ("Eagle"), means any director, officer, or
2. Investment Company. The term "investment company" means a company
------------------
registered as such under the Investment Company Act of 1940 and for which Eagle
is the investment adviser.
3. Advisory Person. The term "advisory person ' of Eagle means (a) any
---------------
employee of Eagle (or of any company in a control relationship to Eagle) who, in
connection with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of a security by an
investment company, or
-78-
<PAGE>
whose functions relate to the making of any recommendations with respect to such
purchases or sales; and (b) any natural
-79-
<PAGE>
person in a control relationship to Eagle who obtains information concerning
recommendations made to an investment company with regard to the purchase or
sale of a security.
4. Beneficial Owner. "Beneficial ownership" shall be interpreted in the
----------------
same manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder. "Beneficial ownership" includes accounts of a
spouse, minor children and relatives resident in the access person's home, as
well as accounts of another person if by reason of any contract, understanding,
relationship, agreement or other arrangement the access person obtains therefrom
benefits substantially equivalent to those of ownership. Access person should
contact the designated compliance officer regarding any questions they have
concerning what constitutes beneficial ownership.
5. Control. The term "control shall have the same meaning as that set
-------
forth in Section 2(a)(9) of the Investment Company Act of 1940. A natural person
shall be presumed not to be a "control person for this purpose, unless a
contrary determination is made by the Securities and Exchange Commission.
6. Purchase or Sale of a Security. "Purchase or sale of a security"
------------------------------
includes, inter alia, the writing of an option to purchase or sell a security.
7. Security. The term 'security' shall have the same meaning as set
--------
forth in Section 2(a)(36) of the Investment Company Act of 1940, except that it
shall not include securities issued by the Government of the United States,
bankers' acceptances, bank certificates of deposit, commercial paper and shares
of registered open-end investment companies. Any questions as to whether a
particular investment constitutes a "security" should be referred to the
designated compliance officer.
8. Designated Compliance Officer. The term "designated compliance
-----------------------------
officer" shall mean the Eagle officer(s) designated by Eagle's President as
being responsible for receiving reports or notices and performing such other
duties as required by this Code of Ethics.
C. Prohibited Transactions.
-----------------------
1. Purchases and Sales of a Security. Transactions which are prohibited
under the rules of Eagle's Employee Security Transaction Guidelines, which are
incorporated herein by reference, shall be considered prohibited transactions
for access persons under this Code.
-80-
<PAGE>
D. Exempt Transactions.
-------------------
Exempt transactions shall include
1. Purchases or sales in any account over which the access person has
no direct or indirect influence or control.
2. Purchases or sales which are non-volitional on the part of either
the access person or an investment company.
3. Purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities to the extent such rights
were acquired from such issuer, and sales of such rights so acquired.
4. Purchases or sales which receive the prior approval of Eagle's
Compliance Officer, pursuant to Eagle's Employee Security Transaction
Guidelines, which are incorporated herein by reference.
E. Reporting.
---------
1. In accordance with the reporting requirements of the Employee
Security Transaction Guidelines, every access person shall report to the
designated compliance officer the following information with respect to
transactions in any security in which such access person has, or by reason of
such transaction acquires, any direct or indirect beneficial ownership in the
security:
(a) The date of the transaction, the title and the number of shares, and
the principal amount of each security involved;
(b) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(e) The price at which the transaction was effected; and,
(d) The name of the broker, dealer, or bank with or through whom the
transaction was effected.
2.(a) A person who becomes an access person on or after March 1, 2000 must
file an initial holdings report with the designated compliance
officers within 10 days of becoming an access person. The report
will contain the following information:
(i) The title, number of shares and principal amount of each
security in which the access person had any direct or indirect
beneficial ownership when the person became an access person;
-81-
<PAGE>
(ii) The name of any broker, dealer or maintained an account in
which any indirect benefit of the access person access person;
and bank with whom the access person securities were held for
the direct or as of the date the person became an
(iii) The date that the report is submitted by the access person.
(b) Every access person must submit an annual holdings report containing
the following information (which must be current as of a date no more
than 30 days before the date of the report):
(i) The title, number of shares and principal amount of each
security in which the access person had any direct or indirect
beneficial ownership;
(ii) The name of any broker, dealer or bank with whom the access
person maintains an account in which any securities are held
for the direct or indirect benefit of the access person; and
(iii) The date that the report is submitted by the access person.
3. Any report pursuant to this Section E. shall 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.
4. The designated compliance officer shall review all reports to
determine if a violation has occurred. Upon finding a material violation, the
officer shall submit a report to the Chief Compliance Officer of Eagle, who
shall review the events to determine what remedial action, if any, will be
recommended to the President of Eagle.
F. Sanctions.
---------
Upon discovering a violation of this Code, Eagle may impose such sanctions
as it deems appropriate, including inter alia, a letter of censure, suspension
or termination of the employment of the violator. AU material violations of this
Code and any sanctions imposed with respect thereto shall be reported
periodically to the board of directors of the investment company with respect to
whose securities the violation occurred.
-82-
