EXHIBIT 99.23(P)(3)
BANC OF AMERICA CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
Effective April 3, 2000
This Code of Ethics describes Banc of America Capital Management, 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) 388-5566 for a copy.
Remember: You must comply with both this Code and the General Policy on Insider
Trading.
The Compliance Department would be happy to help you understand this Code.
Please call (704) 388-5157 with any questions.
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I. INTRODUCTION
A. DEFINITIONS
This Code of Ethics uses defined terms, such as BACAP 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 shareholders of
Nations Funds that are BACAP clients, BACAP's managed accounts and other BACAP
clients. You should have received a letter telling you whether you are an Access
Person or an Investment Person. Investment Persons have more restrictions on
their personal investments than Access Persons.
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) 388-5566.
D. SUMMARY
This Code generally requires you to:
o place the interests of BACAP 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;
o avoid profiting from short-term trades;
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o preclear personal trades depending on your functions and
duties and in certain cases the size of the trade; and
o avoid trading in a Covered Security too close to when a
Nations Fund, BACAP managed account or other BACAP client
trades in the same security.
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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 shareholders of the Nations Funds that
are BACAP clients, BACAP managed accounts and other BACAP
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 shareholders of the
Nations Funds that are BACAP clients, BACAP managed accounts
and other BACAP 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 and Bank of America's Code of
Ethics and General Policy on Insider Trading.
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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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. Code 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.
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, BACAP managed account or other BACAP
client holds the security.
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6. Preclearance of Securities Transactions
General Rule: You must preclear any personal transaction in any Covered
Security. This means that before you trade any Covered Security, you must both
complete, sign and submit a Preclearance Form (see the attached Form 3) as
indicated in the form and receive approval of the transaction.
Please note that preclearance of a trade does not ensure that the trade complies
with all provisions of this Code. For example, if you trade in advance of a
BACAP client's trade in a manner that violates the blackout restrictions
described below, you will be deemed to have violated the Code even if you
precleared the trade.
If you are precleared, you must execute the trade during the day you receive the
preclearance.
Exceptions:
i. You do not need to preclear automatic investments and
reinvestments in dividend investment plans. This exception
does not extend to optional investments and sales of
securities held in dividend reinvestment plans.
ii. Except as provided below, if you are an Access Person or an
Investment Person, you may engage in a personal transaction or
series of transactions in a Covered Security during any day
without preclearing if the transaction or series of
transactions is both for less than $10,000 worth of shares and
for less than 1,000 shares. You may not rely on this exception
if (a) you are an Investment Person trading in a Covered
Security that a portfolio of a BACAP client (other than a
portfolio whose investment strategy is to attempt to replicate
the return of an investment index) has traded in the past
seven days or will trade over the next seven days and (b) you
manage or your investment team helps to manage that portfolio.
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iii. You do not need to preclear any transaction in Bank of
America's common stock or in options to purchase Bank of
America's common stock.
7. Blackout Period
General Requirement: You may not trade in a Covered Security on any day a
Nations Fund that is a BACAP client, BACAP managed account or other BACAP
client, other than a client whose principal investment strategy is to seek to
replicate the performance of an investment index, has a pending buy or sell
order in the same Covered Security.
Additional Requirement For Investment Persons: As an Investment Person , you
also may not execute any personal transaction in a Covered Security within
seven calendar days before or after a portfolio you manage or your team helps
to manage on behalf of BACAP, other than a portfolio whose principal
investment strategy is to attempt to replicate the return of an investment
index, executes a transaction in the same Covered Security.
Exceptions to Blackout Period Requirements:
i. Automatic investments and reinvestments in dividend investment
plans are not subject to the blackout period. This exception
does not extend to optional investments and sales of
securities held in dividend reinvestment plans.
ii. Except as provided below, you may engage in a personal
transaction or series of transactions in a Covered Security
during any day without complying with the general blackout
period requirement if the transaction or series of
transactions is both for less than $10,000 worth of shares and
for less than 1,000 shares. You may not rely on this exception
if you are an Investment Person and the additional blackout
period requirement for Investment Persons would prohibit the
transaction.
iii. Transactions in Bank of America's common stock, or in options
to purchase Bank of America's common stock, are not subject to
the blackout period.
8. What is Beneficial Ownership?
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The restrictions on your personal securities transactions, including the
restrictions on investing in Private Placements and Initial Public Offerings,
apply to any security 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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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 BACAP may
require.
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III. DEFINITIONS
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Term Meaning
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Access Person Any person BACAP deems to be an Access
Person. BACAP 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.
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BACAP Banc of America Capital Management, Inc.
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Bank of America Bank of America Corporation or any subsidiary of
Bank of America Corporation
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Beneficial Ownership Generally, a person has Beneficial
Ownership of securities if he or she has a direct
or indirect 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.
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Compliance Officer The person designated by BACAP's Compliance
Department as responsible for overseeing compliance
with this Code.
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Covered Security A security for purposes of the Investment
Company Act of 1940, except for any of the
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,
debentures, notes, options on securities, warrants
and rights, among other instruments.
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Initial Public Offering Generally, a company's first offer
of shares to the public. Specifically, an offering
of securities 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.
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Investment Person Any associate BACAP deems to be an Investment
Person. Generally, BACAP will deem any associate
that has the power, or is a member of a team that
has the power, to authorize a change in the
composition of a portfolio managed by BACAP to be
an Investment Person. BACAP also will deem any
associate that trades securities on behalf of BACAP
to be an Investment Person. For purposes of this
Code, traders will be deemed to "manage" the
portfolios of BACAP clients that use the trader's
trading desk to trade securities.
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Mutual Fund An open-end investment company registered
under the Investment Company Act of 1940.
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Private Placement Generally, an offering of securities that
is not offered to the public. Specifically, an
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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