Exhibit 99.23P(4)
CODE OF ETHICS
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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.
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(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.
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(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.
