Exhibit 99.23 (P)(11)
CODE OF ETHICS
Adopted Under Rule 17j-1
Stephens Inc. ("Stephens") is confident that its officers, directors and
employees act with integrity and good faith. Stephens recognizes, however, that
personal interests may conflict with the interests of the various investment
companies advised by an affiliate of Bank of America Corporation (the "Funds"),
where certain Stephens personnel ("Access Persons"):
o know about any of the Funds' present or future portfolio transactions;
or
o have the power to influence portfolio transactions made by or for any of
the Funds; and
o engage in personal transactions in securities.
In an effort to prevent any conflicts from arising, and in accordance with
Rule 17j1(b)(1) under the Investment Company Act of 1940, Stephens has adopted
this Code of Ethics to prohibit transactions that create, may create, or appear
to create conflicts of interest, and to establish reporting requirements and
enforcement procedures.
I. About this Code of Ethics.
Stephens adopts as a Code of Ethics the principles contained in the
Code of Ethics of the Nations Funds Family, which is attached hereto as
Exhibit A (the "Nations Funds Code").
II. Who is covered by the Code of Ethics?
All Stephens officers and directors who, in the ordinary course of
business, make, participate in or obtain information (other than
publicly disclosed information) regarding the purchase or sale of a
security by any of the Funds, or make recommendations to any of the
Funds regarding such purchases or sales.
III. Statement of General Principles.
In recognition of the trust and confidence placed in Stephens by the
Funds and their shareholders, and because Stephens believes that its operations
should benefit the Funds' shareholders, Stephens has adopted the following
general principles to guide its Access Persons:
(1) The interests of the Funds' shareholders are paramount. You must
place shareholder interests before your own.
<PAGE>
(2) You must accomplish all personal securities transactions in a
manner that avoids even the appearance of a conflict of your
personal interests with those of the Funds and their
shareholders.
(3) You must avoid actions or activities that allow (or appear to
allow) you or your family to profit or benefit from your
positions with the Funds, or that bring into question your
independence or judgment.
IV. Required Course of Conduct.
Stephens has determined that all Access Persons under this Code of
Ethics are also subject to the Nations Funds Code. Accordingly, as an Access
Person, you must comply with the Nations Funds Code and with its reporting
requirements.
V. Review and Enforcement of the Nations Funds Code.
(1) The Review Officer's Duties and Responsibilities.
A Review Officer will be appointed by Stephens to perform the
following duties:
(A) The Review Officer will receive copies of the reports
that the Access Persons file with the Funds, and will
confer at least quarterly with the Funds' Review Officer
to determine compliance by the Access Persons with the
Nations Funds Code.
(B) If the Review Officer determines that a Nations Funds
Code violation may have occurred, the Review Officer
must submit the determination and any explanatory
material provided by the person to the Stephens Ethics
Committee. The Stephens Ethics Committee will
independently determine whether the person violated the
Nations Funds Code.
(2) Sanctions.
If the Stephens Ethics Committee finds that the person
violated the Nations Funds Code, the Stephens Ethics Committee
will impose upon the person sanctions that it deems
appropriate.
VI. Recordkeeping.
Stephens will maintain records as set forth below. These records will
be available for examination by representatives of the Securities and Exchange
Commission.
<PAGE>
(1) A copy of this Code of Ethics and any other code which is, or at
any time within the past five years has been, in effect will be
preserved in an easily accessible place;
(2) A list of all persons who are, or within the past five years
have been, required to submit reports under this Code of Ethics
will be maintained in an easily accessible place;
(3) A copy of each report made by an Access Person under this Code
of Ethics will be preserved for a period of not less than five
years from the end of the fiscal year in which it is made, the
first two years in an easily accessible place; and
(4) A record of any Nations Funds Code violation and of any
sanctions imposed will be preserved in an easily accessible
place for a period of not less than five years following the end
of the fiscal year in which the violation occurred.
VII. Miscellaneous.
Periodic Review and Reporting. The Review Officer of Stephens will
report to the Board of Directors of each of the Funds at least annually as to
the operation of this Code of Ethics and will address in any such report the
need (if any) for further changes or modifications to this Code of Ethics.
Adopted this _____ day of February, 2000.
