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Exhibit (p)(1)
CODE OF ETHICS
OF THE
ALLIANCE SELECT INVESTOR SERIES, INC.
This Code of Ethics ("Code"), has been adopted by the Fund on
January 19, 2000. This Code shall apply to all Access Persons of
the Fund, except as noted in Section 3 below.
1. STATEMENT OF GENERAL PRINCIPLES.
This Code does not attempt to identify all possible conflicts
of interests and literal compliance with each of the specific
procedures will not shield Access Persons from liability for
personal trading or other conduct which violates their fiduciary
duties to the Fund. In addition to the specific prohibitions
contained in this Code, Access Persons are also subject to a
general requirement not to engage in any act or practice that
would defraud the Fund. This general prohibition includes, in
connection with the purchase or sale of a Security Held or to be
Acquired (as this phrase is defined below in 2(m)) by the Fund:
(i) employing any device, scheme or artifice to
defraud the Fund;
(ii) making to the Fund any untrue statement of
material fact or omitting to state to the Fund a
material fact necessary in order to make the
statements made, in light of the circumstances
under which they are made, not misleading;
(iii) engaging in any act, practice or course of
business which would operate as a fraud or deceit
upon the Fund; or
(iv) engaging in any manipulative practice with respect
to the Fund.
2. DEFINITIONS.
(a) "Access Person" means any director, trustee, officer or
Advisory Person of the Fund or Adviser. "Access
Person" shall also include all trustees, officers and
Advisory Persons of the Fund who are "Investment
Personnel" (as defined herein).
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(b) "Adviser" means Alliance Capital Management L.P.
(c) "Advisory Person" means any employee of the Fund or
Adviser, or of any company in a Control relationship to
the Fund or Adviser, who, in connection with his regular
functions or duties, makes, participates in, or obtains
information, regarding the purchase or sale of a
Security by the Fund, or whose functions relate to the
making of any recommendations with respect to such
purchases or sales.
(d) "Beneficial Ownership" shall be interpreted in the same
manner as it would be in determining whether a person is
subject to the provisions of Rule 16a-1(a)(2) of the
Securities Exchange Act of 1934, except that the
determination of direct or indirect beneficial ownership
shall apply to all securities which an Access Person has
or acquires.
(e) "Control" shall have the same meaning as that set forth
in section 2(a)(9) of the Investment Company Act of 1940
("Investment Company Act").
(f) "Disinterested Director" means a director or trustee of
the Fund who is not an "interested person" of the Fund
within the meaning of Section 2(a)(19) of the Investment
Company Act.
(g) "Distributor" means Alliance Fund Distributors, Inc.
(h) "Fund" means: Alliance Select Investor Series, Inc.
(i) "Initial Public Offering" means 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.
(j) "Investment Personnel" means: (i) Any employee of the
Fund or Adviser (or of any company in a Control
relationship to the Fund or Adviser) who, in connection
with his or her regular functions or duties, makes or
participates in making recommendations regarding the
purchase or sale of securities by the Fund; (ii) any
natural person who Controls the Fund or Adviser and who
obtains information concerning recommendations made to
the Fund regarding the purchase or sale of securities by
the Fund.
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(k) "Purchase or sale of a security" includes, inter alia,
the writing of an option to purchase or sell a security,
including any security that is convertible into or
exchangeable for any security that is held or to be
acquired by a Fund.
(l) "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act, except that it
shall not include shares of registered open-end
investment companies, securities issued by the
Government of the United States, short-term debt
securities which are "government securities" within the
meaning of Section 2(a)(16) of the Investment Company
Act, repurchase agreements and other high quality short
term debt instruments (any instrument with a maturity at
issuance of less than 366 days and that is rated in one
of the two highest rating categories by a nationally
recognized rating organization), bankers' acceptances,
bank certificates of deposit, commercial paper, and such
other money market instruments as designated by the
board of directors or trustees of the Fund.
(m) "Security Held or to be Acquired" by the Fund means:
(i) any Security which, within the most recent 15 days:
(A) is or has been held by the Fund; or (B) is being or
has been considered by the Fund or the Adviser for
purchase by the Fund; and (ii) any option to purchase or
sell, and any security convertible into or exchangeable
for, a Security described in Section 2(m)(i) of this
Code.
(n) A security is "being considered for purchase or sale"
when a recommendation to purchase or sell a security has
been made and communicated and, with respect to the
person making the recommendation, when such person
seriously considers making such a recommendation.
3. APPLICATION. Certain of the officers and directors or
trustees of the Fund are officers and/or directors of the
Adviser and/or officers and/or directors of the Distributor.
The Adviser reviews and determines investment policies for
the Fund and manages the day-to-day investment affairs of the
Fund, including selecting securities to be purchased, held
and sold, and placing orders for portfolio transactions. The
Adviser, the Distributor and their affiliates have their own
Code of Ethics pursuant to Rule 17j-l under the Investment
Company Act. Any person, who is subject to the Adviser's or
the Distributor's Code of Ethics and who complies with such
Code, shall not be subject to the provisions of this Code.
This exemption shall only apply if the directors or trustees
of the Fund and the Disinterested Directors of the Fund have
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approved such Adviser's or Distributor's Code of Ethics
pursuant to Rule 17j-1.
4. EXEMPTED TRANSACTIONS. The prohibitions of Section 5(a) of
this Code shall not apply to:
(a) Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or
control.
(b) Purchases or sales of securities which are not eligible
for purchase or sale by the Fund.
(c) Purchases or sales which are non-volitional on the part
of the Access Person or the Fund.
(d) Purchases which are part of an automatic dividend
reinvestment plan.
(e) 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.
(f) Purchases or sales of any of the following Securities,
if at the time of the transaction, the Access Person has
no actual knowledge that the Security is being
considered for purchase or sale by the Fund, or that the
Security is being purchased or sold by the Fund:
(i) Fixed income securities transaction involving no
more than 100 units or having a principal amount
not exceeding $25,000;
(ii) Non-convertible debt securities and non-
convertible preferred stocks which are rated by at
least one nationally recognized statistical rating
organization ("NRSRO") in one of the three highest
investment grade rating categories; or
(iii) Any equity Securities transaction, or series of
related transactions, involving shares of common
stock and excluding options, warrants, rights and
other derivatives, provided:
a. any orders are entered after 10:00 a.m. and
before 3:00 p.m. and are not designated as
"market on open" or "market on close"; and
b. the aggregate value of the transactions does
not exceed (1) $10,000 for securities with a
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market capitalization of less than $1
billion; (2) $25,000 for securities with a
market capitalization of $1 billion to $5
billion and (3) $50,000 for securities with a
market capitalization of greater than $5
billion.
(g) Purchases or sales of Securities for which the
Compliance Officer in its discretion on a case-by-case
basis has granted an "extreme hardship" exception,
provided:
(i) The individual seeking the exception furnishes to
the Compliance Officer:
a. a written statement detailing the efforts
made to comply with Section 5(a);
b. a written statement containing a
representation and warranty that (1)
compliance with the requirement would impose
a severe undue hardship on the individual and
(2) the exception would not, in any manner or
degree, harm or defraud the Fund or
compromise the individual's fiduciary duty to
the Fund; and
c. any supporting documentation that the
Compliance Officer may request;
(ii) The Compliance Officer conducts an interview with
the individual or takes such other steps the
Compliance Officer deems appropriate in order to
verify that granting the exception will not in any
manner or degree, harm or defraud the Fund or
compromise the individual's fiduciary duty to the
Fund; and
(iii) The Compliance Officer maintains, along with
statements provided by the individual, a written
record that contains:
a. the name of the individual;
b. the name of the Security involved, the number
of shares or principal amount purchased or
sold, and the date or dates on which the
Securities were purchased or sold;
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c. the reason(s) the individual sought an
exception from the requirements of Section
5(a);
d. the efforts the individual made to comply
with the requirements of Section 5(a); and
e. the independent basis upon which the
Compliance Officer believes that the
exemption should be granted.
5. PROHIBITED PURCHASES OR SALES.1
(a) Access Persons. An Access Person shall not purchase or
sell, directly or indirectly, any Security in which he
or she has, or by reason of such transaction acquires,
any direct or indirect Beneficial Ownership and which he
or she knows or should have known at the time of such
purchase or sale:
(i) is being considered for purchase or sale by the
Fund;
(ii) is being purchased or sold by the Fund.
(b) Investment Personnel. Unless the purchase or sale is
pre-approved as provided in Section 6, Investment
Personnel shall not purchase or sell, directly or
indirectly, any Security in which he or she has, or by
reason of such transaction acquires, any direct or
indirect Beneficial Ownership:
(i) that is issued pursuant to an "initial public
offering"; or
(ii) that is issued pursuant to a "limited offering"
that is exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, Rule 505, or
Rule 506 under the Securities Act of 1933.
6. PRE-CLEARANCE OF PARTICIPATION IN OFFERINGS.1 Investment
Personnel shall obtain approval from the Compliance Officer
of the Fund prior to the acquisition of Securities issued
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1. Because Sections 5(b) and 6 apply only to Investment
Personnel, Sections 5(b) and 6 will not apply to a
Disinterested Director unless that Disinterested
Director Controls the Fund (i.e., is the beneficial
owner of more than 25% of the shares of the Fund) and
obtains information concerning recommendations made to
the Fund.
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pursuant to a "limited offering" or "initial public offering"
("Offering Security") in which they, their families
(including those of immediate family sharing the same
household as the Investment Personnel) or trusts of which
they are trustees or in which they have a beneficial interest
are parties. The Compliance Officer shall promptly notify
the person of approval or denial for the transaction.
Notification of approval or denial for the transaction may be
given verbally; however, it shall be confirmed in writing
within 72 hours of verbal notification. In reviewing the
request, the Compliance Officer shall consult with the
President of the Fund, and shall take into account, among
other factors, whether the investment opportunity should be
reserved for the Fund, and whether the opportunity is being
offered to such person as a result of his or her position
with the Fund or Adviser. Investment Personnel who are
Beneficial Owners of any Offering Security shall be required
to disclose such ownership to the Compliance Officer prior to
making any recommendation regarding the purchase or sale of
the Offering Security by the Fund or participating in the
determination of which recommendations shall be made to the
Fund. Under such circumstances, the Investment Personnel's
decision to purchase the Offering Securities shall be subject
to an independent review by Investment Personnel with no
personal interest in the Offering Securities.
7. REPORTING.
(a) Every Access Person shall report to the Compliance
Officer (as that person is designated from time to time
by the Fund) the information described in Sections 7(b)
and 7(c) of this Code 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; provided,
however, than an Access Person shall not be required to
make a report with respect to transactions effected for
any account over which such person does not have any
direct or indirect influence.
(b) Within ten (10) days of becoming an Access Person
(except persons who would be included in this subsection
solely because of their capacity as a Disinterested
Director of the Fund), such person shall disclose to the
Compliance Officer all Security holdings Beneficially
Owned by the Access Person. Annually, within ten (10)
days of December 21 in any given year, all Access
Persons (except persons who would be included in this
subsection solely because of their capacity as a
Disinterested Director of the Fund), shall disclose to
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the Compliance Officer all Security holdings
Beneficially Owned by them (which information must be
current as of a date no more than thirty (30) days
before the report is submitted). Such annual or initial
report shall contain the date of the report, name,
number of shares and principal amount of all securities
owned by the Access Person and all securities accounts
the Access Person maintains with a broker, dealer or
bank (or any account in which the Access Person may have
a beneficial interest).
(c) A quarterly report shall be made by all Access Persons
not later than ten (10) days after the end of each
calendar quarter and shall contain the following
information:
(1) the date of the transaction, the title and
the number of shares, and the principal
amount of each Security involved;
(2) the nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(3) the price at which the transaction was
effected;
(4) the name of the broker, dealer or bank with
or through whom the transaction was effected;
and
(5) the date of the report.
Notwithstanding the foregoing requirement, a
Disinterested Director of the Fund need only make a
quarterly report with respect to a transaction in any
Security if such Disinterested Director, at the time of
that transaction, knew, or in the ordinary course of
fulfilling his official duties as a director or trustee
of the Fund should have known, that during the 15-day
period immediately preceding the date of the transaction
by the Disinterested Director, such Security was
purchased or sold by the Fund or Adviser or was being
considered by the Fund or Adviser for purchase or sale
by the Fund or Adviser.
(d) Any such report may contain a statement that the report
shall not be construed as an admission by the person
making such report that he has any direct or indirect
Beneficial Ownership in the Security to which the report
relates.
(e) All such reports, account statements, and all related
information described in this Section 7 of the Code
shall be reviewed by the Designated Compliance Officer.
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8. RECORDS.
(a) The Fund shall maintain records in the manner and to the
extent set forth below that shall be available for
appropriate examination by representatives of the
Securities and Exchange Commission.
(i) A copy of this Code and any other code which is,
or at any time within the past five years has
been, in effect shall be preserved in an easily
accessible place.
(ii) A record of any violation of this Code and of any
action taken as a result of such violation shall
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
occurs.
(iii) A copy of each report made pursuant to this Code
by any Access Person shall be preserved by the
Fund 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.
(iv) A list of all persons who are, or within the past
five years have been, required to make reports
pursuant to this Code shall be maintained in an
easily accessible place.
(v) A record of any decision, and the reasons
supporting the decision, to approve the
acquisition by Investment Personnel of securities
under Sections 5(b) and 6 of this Code, for at
least five years after the end of the fiscal year
in which the approval is granted.
(b) Confidentiality. All reports of securities transactions
and any other information filed with the Fund pursuant
to this Code shall be treated as confidential, except as
regards appropriate examinations by representatives of
the Securities and Exchange Commission.
9. SANCTIONS. Upon discovering a violation of this Code, the
board of directors or trustees of the Fund may impose such
sanctions as it deems appropriate, including inter alia, a
letter of censure or suspension or termination of the
employment of the violator. All material violations of this
Code and any sanctions imposed with respect thereto shall be
reported periodically to the board of trustees of the Fund.
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10. REPORT AND CERTIFICATION OF ADEQUACY TO THE BOARD OF
TRUSTEES. On an annual basis, the Compliance Officer shall
prepare a written report to the management and the board of
directors or trustees of the Fund setting forth the
following:
(a) Certifying on behalf of the Fund that the Fund has
adopted procedures reasonably necessary to prevent
access persons from violating the Code;
(b) a summary of existing procedures concerning personal
investing and any changes in procedures made during the
past year;
(c) describing any issues arising under the Code or
procedures since the last report to the board including,
but not limited to, information about material
violations of the Code or procedures and sanctions
imposed in response to the material violations; and
(d) identifying any recommended changes in existing
restrictions or procedures based upon the Fund's
experience under the Code, evolving industry practices,
or developments in applicable laws or regulations.
11. BOARD APPROVAL. Following the report and certification by
the Compliance Officer, the board of directors or trustees of
the Fund (including a majority of the Disinterested
Directors) must approve this Code of Ethics on an annual
basis. Any material change to this Code must be approved
within six months.
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00250432.AB6
