Exhibit 99.23P(2)
BANC OF AMERICA ADVISORS, INC.
CODE OF ETHICS
Effective May 19, 2000
This Code of Ethics describes Banc of America Advisors, Inc.'s rules about your
personal investments.
You also must read Bank of America's Code of Ethics and General Policy on
Insider Trading. That Code includes all of Bank of America's general corporate
policies, including its policies on insider trading. It is available on the
intranet links portion of Bank of America's Insite homepage. You also may call
the Compliance Department at (704) 388-2468 for a copy.
Remember: You must comply with this Code, the General Policy on Insider Trading
and the Code of Ethics of any other Bank of America affiliate to which you are
subject.
The Compliance Department would be happy to help you understand this Code.
Please call (704) 388-2468 with any questions.
<PAGE>
I. INTRODUCTION
------------
A. DEFINITIONS
-----------
This Code of Ethics uses defined terms, such as BAAI and Access Person. These
defined terms are underlined in this Code and defined in Section III.
B. WHY THIS CODE APPLIES TO YOU
-----------------------------
This Code applies to you because you owe special duties to Nations Funds
shareholders, BAAI's managed accounts and other BAAI clients.
C. FORMS
-----
This Code refers to forms that you must fill out. Copies are attached. You also
can get copies from the Compliance Officer at (704) 388-2468.
D. SUMMARY
-------
This Code generally requires you to:
o Place the interests of BAAI's clients first when making personal
investments;
o periodically report your trading and investments;
o arrange to have confirmations and account statements from your
securities accounts forwarded to Corporate Compliance;
o avoid acquiring or (in certain cases) receive approval to acquire
Beneficial Ownership in closed-end funds advised by Bank of
America, Private Placements and Initial Public Offerings;
o receive approval to act as a director or officer of a public
company; and
o avoid profiting from short-term trades.
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<PAGE>
II. RULES AND POLICIES OF CONDUCT
------------------------------
A. STATEMENT OF PRINCIPLES
-----------------------
1. Your Duties
-----------
You must observe the highest professional and ethical standards. This means that
you must:
o place the interests of Nations Funds shareholders, BAAI managed
accounts and other BAAI clients first when making your personal
investments; and
o invest so that there is no actual or potential conflict between
your interests and those of Nations Funds' shareholders, BAAI
managed accounts and other BAAI clients.
You have a position of trust and responsibility. You will have violated this
Code if you take inappropriate advantage of this position.
2. Your Investments
-----------------
Bank of America encourages you to achieve your personal investment goals by
investing in mutual funds. You may, however, trade directly in securities as
long as you follow the restrictions of this Code, of Bank of America's Code of
Ethics and General Policy on Insider Trading and of any other Code of Ethics of
a Bank of America affiliate to which you are subject.
B. SPECIFIC REQUIREMENTS
---------------------
1. Reporting Requirements
-----------------------
Forms: You must complete, sign and submit to Corporate Compliance:
o an Initial/Annual Employee Certification no later than 10 days
after the commencement of your employment and 15 days after the
end of each calendar year and
o a Quarterly Employee Certification no later than 10 days after
the end of each calendar quarter.
Copies of these forms are attached as Form 1 and Form 2.
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<PAGE>
Account Statements: You must direct any broker, dealer or bank at which you
maintain a securities account to forward copies of all confirmations and account
statements to Corporate Compliance at:
NC1-002-30-24
101 South Tryon Street
30th Floor
Charlotte, NC 28255
2. Investment Restrictions
You must not:
o acquire Beneficial Ownership of securities in a Private
Placement, without first receiving written approval from the
Compliance Officer;
o acquire Beneficial Ownership of securities in an Initial Public
Offering without first receiving written approval from the
Compliance Officer; and
o acquire Beneficial Ownership of securities of any closed-end fund
advised by Bank of America.
3. Directorships and Officerships
-------------------------------
You may not serve as a director or officer of any publicly held company other
than Bank of America without first receiving written approval from the
Compliance Officer.
4. Codes of Ethics and General Policy on Insider Trading
------------------------------------------------------
You must comply with Bank of America's Code of Ethics and General Policy on
Insider Trading. Currently, you can find this document under Code of Ethics on
the intranet links portion of Bank of America's Insite homepage. You also can
contact the Compliance Officer for a copy.
You also must comply with the requirements of any other Code of Ethics of a Bank
of America affiliate to which you are subject.
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<PAGE>
5. Short-Term Trading Profits
---------------------------
You may not profit on the purchase or sale, or sale and purchase, of the same
(or equivalent) Covered Security within 30 calendar days. This restriction
applies whether or not a Nations Fund, BAAI managed account or other BAAI client
holds the security.
6. What is Beneficial Ownership?
------------------------------
The restrictions on your personal securities transactions, including the
restrictions on investing in Private Placements and Initial Public Offerings,
apply to securities in which you have or would acquire Beneficial Ownership.
Generally, you have Beneficial Ownership of any security in which you have a
direct or indirect "pecuniary interest." In addition to any security that you
own directly (either individually or jointly), you will be deemed to have a
pecuniary interest in, and thus Beneficial Ownership of, any security held in an
account over which you exercise investment control, as well as any security held
in the name of your spouse, your domestic partner, your children that are minors
and your adult children that live in your home.
If you have any questions about whether you have or would have Beneficial
Ownership of securities, ask the Compliance Officer.
Note: The Compliance Officer may exempt securities in which you have Beneficial
Ownership from the restrictions of this Code if he or she determines that you
hold the securities in an account over which neither you nor any other Access
Person has direct or indirect influence or control.
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<PAGE>
C. VIOLATIONS
-----------
If you violate this Code, among other punishments, you may be censured or your
employment suspended or terminated. You also may be required to divest to a
charity the profits you made on any transactions that violate this Code.
You have violated this Code if you:
o take inappropriate advantage of your position;
o fail to comply with the Code's specific requirements; or
o take actions that the Code does not specifically prohibit but have
the effect of accomplishing a prohibited transaction.
For example, you may not:
o engage in a futures strategy;
o purchase or sell options; or
o purchase or sell convertible or exchangeable securities
in a transaction that has the economic effect of accomplishing a transaction
prohibited by this Code.
D. EXEMPTIONS
----------
Upon written request, the Compliance Officer may choose to exempt any personal
securities transaction or other action from the restrictions of this Code,
subject to such approval or ratification procedures as management of BAAI may
require.
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<PAGE>
III. DEFINITIONS
-----------
<TABLE>
<CAPTION>
---------------------------- --------------------------------------------------------------------------------
Term Meaning
---------------------------- --------------------------------------------------------------------------------
<S> <C>
Access Person Any person BAAI deems to be an Access Person.
------------- BAAI will deem persons who meet the definition of
"Access Person" for purposes of Rule 17j-1 under
the Investment Company Act of 1940 or "Advisory
Representative" for purposes of Rule 204-2 under
the Investment Advisers Act of 1940 to be Access
Persons for purposes of this Code.
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
BAAI Banc of America Advisors, Inc.
----
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
Bank of America Bank of America Corporation or any subsidiary of
---------------- Bank of America Corporation
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
Beneficial Generally, a person has Beneficial Ownership
---------- of securities if he or she has a direct or indirect
Ownership pecuniary interest in those securities.
---------- Specifically, Beneficial Ownership has the same
meaning as set forth in Section 16 of and Rule
16a-1(a)(2) under the Securities Exchange Act of
1934.
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
Compliance The person designated by BAAI's Compliance
---------- Department as responsible for overseeing compliance
Officer with this Code.
-------
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
Covered A security for purposes of the Investment
-------- Company Act of 1940, except for any of the
Security following:
---------
o Shares of Mutual Funds;
o Bank certificates of deposit, commercial
paper, bankers' acceptances and high quality,
short-term debt instruments, including
repurchase agreements; and
o Direct U.S. government obligations and
obligations of U.S. government agencies.
Covered Securities therefore include stocks, bonds,
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</TABLE>
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<TABLE>
<CAPTION>
---------------------------- --------------------------------------------------------------------------------
Term Meaning
---------------------------- --------------------------------------------------------------------------------
<S> <C>
debentures, notes, options on securities, warrants
and rights, among other instruments.
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
Initial Public Generally, a company's first offer of shares to the
-------------- public. Specifically, an offering of securities
Offering registered under the Securities Act of 1933, the
-------- issuer of which, immediately before the registration,
was not subject to the reporting requirements of
Sections 13 or 15(d) of the Securities Exchange Act of 1934.
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
Mutual Fund An open-end investment company registered
----------- under the Investment Company Act of 1940.
---------------------------- --------------------------------------------------------------------------------
---------------------------- --------------------------------------------------------------------------------
Private Generally, an offering of securities that
-------- is not offered to the public. Specifically, an
Placement offering that is exempt from registration under the
--------- Securities Act of 1933 pursuant to Sections 4(2) or
4(6) or pursuant to Rules 504, 505 or 506 under the
Securities Act of 1933.
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</TABLE>
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