<PAGE>
Exhibit (p)(2)
February 2000
As Amended and Restated
ALLIANCE CAPITAL MANAGEMENT L.P.
Code of Ethics and Statement of Policy and Procedures Regarding
Personal Securities Transactions
1. PURPOSES
(a) Alliance Capital Management L.P. ("Alliance", "we" or
"us") is a registered investment adviser and acts as
investment manager or adviser to investment companies
and other Clients. In this capacity, we serve as
fiduciaries and owe our Clients an undivided duty of
loyalty. We must avoid even the appearance of a
conflict that may compromise the trust Clients have
placed in us and must insist on strict adherence to
fiduciary standards and compliance with all applicable
federal and state securities laws. Adherence to this
Code of Ethics and Statement of Policy and Procedures
Regarding Personal Securities Transactions (the "Code
and Statement") is a fundamental condition of service
with us, any of our subsidiaries or our general partner
(the "Alliance Group").
(b) The Code and Statement is intended to comply with Rule
17j-1 under the Investment Company Act which applies to
us because we serve as an investment adviser to
registered investment companies. Rule 17j-1
specifically requires us to adopt a code of ethics that
contains provisions reasonably necessary to prevent our
"access persons" (defined in Rule 17j-1 to cover persons
such as officers, directors, portfolio managers,
traders, research analysts and others) from engaging in
fraudulent conduct, including insider trading. Each
investment company we advise has also adopted a code of
ethics with respect to its access persons. As set forth
in Section 3 below, our Code and Statement applies to
all Employees and all other individuals who are Access
Persons. The Code and Statement is also intended to
comply with the provisions of Rule 204-2 under the
Investment Advisers Act of 1940 (the "Advisers Act")
which requires us to maintain records of securities
transactions in which certain of our personnel have any
Beneficial Ownership.
(c) All Employees and all other individuals who are Access
Persons (collectively, "you") also serve as fiduciaries
<PAGE>
with respect to our Clients and in this capacity you owe
an undivided duty of loyalty to our Clients. As part of
this duty and as expressed throughout the Code and
Statement, you must at all times:
(i) Place the interests of our Clients first;
(ii) Conduct all personal securities transactions
consistent with this Code and Statement and in
such a manner that avoids any actual or potential
conflict of interest or any abuse of your
responsibility and position of trust; and
(iii) Abide by the fundamental standard that you not
take inappropriate advantage of your position.
(d) This Code and Statement does not attempt to identify all
possible conflicts of interests and literal compliance
with each of the specific procedures will not shield you
from liability for personal trading or other conduct
which violates your fiduciary duties to our Clients. In
addition to the specific prohibitions contained in this
Code and Statement, you are also subject to a general
requirement not to engage in any act or practice that
would defraud our Clients. This general prohibition
includes, in connection with the purchase or sale of a
Security held or to be acquired or sold (as this phrase
is defined below in Section 2(k)) by a Client:
(i) Making any untrue statement of a material fact;
(ii) Creating materially misleading impressions by
omitting to state or failing to provide any
information necessary to make any statements
made, in light of the circumstances in which they
are made, not misleading;
(iii) Making investment decisions, changes in research
ratings and trading decisions other than
exclusively for the benefit of and in the best
interest of our Clients;
(iv) Using information about investment or trading
decisions or changes in research ratings (whether
considered, proposed or made) to benefit or avoid
economic injury to you or anyone other than our
Clients;
(v) Taking, delaying or omitting to take any action
with respect to any research recommendation,
report or rating or any investment or trading
2
<PAGE>
decision for a Client in order to avoid economic
injury to you or anyone other than our Clients;
(vi) Purchasing or selling a Security on the basis of
knowledge of a possible trade by or for a Client;
(vii) Revealing to any other person (except in the
normal course of your duties on behalf of a
Client) any information regarding Securities
transactions by any Client or the consideration
by any Client of Alliance of any such Securities
transactions; or
(viii) Engaging in any manipulative practice with
respect to any Client.
(e) The provisions contained in this Code and Statement must
be followed when making a personal securities
transaction. These policies and procedures, which must
be followed, are considerably more restrictive and time-
consuming than those applying to investments in the
mutual funds and other Clients we advise. If you are
not prepared to comply with these policies and
procedures, you must forego personal trading.
3
<PAGE>
2. DEFINITIONS
The following definitions apply for purposes of the Code and
Statement in addition to the definitions contained in the
text itself.
(a) "ACCESS PERSON" means any director or officer of the
general partner of Alliance, as well as any of the
following persons:
(i) any Employee who, in connection with his or her
regular functions or duties --
(A) makes, participates in, or obtains
information regarding the purchase or sale
of a Security by a Client, or whose
functions relate to the making of any
recommendations with respect to such
purchases or sales;
(B) obtains information from any source
regarding any change, or consideration of
any change in Alliance's internal research
coverage, a research rating or an internally
published view on a Security or issuer; or
(C) obtains information from any source
regarding the placing or execution of an
order for a Client account; and
(ii) any natural person having the power to exercise a
controlling influence over the management or
policies of Alliance (unless that power is solely
the result of his or her position with Alliance)
who:
(A) obtains information concerning
recommendations made to a Client with regard
to the purchase or sale of a Security;
(B) obtains information from any source
regarding any change, or consideration of
any change in research coverage, research
rating or a published view on a Security or
issuer; and
(C) obtains information from any source
regarding the placing or execution of an
order for a Client account.
4
<PAGE>
(b) A SECURITY IS "BEING CONSIDERED FOR PURCHASE OR SALE"
WHEN:
(i) an Alliance research analyst issues research
information (including as part of the daily
morning call) regarding initial coverage of, or
changing a rating with respect to, a Security;
(ii) a portfolio manager has indicated (during the
daily morning call or otherwise) his or her
intention to purchase or sell a Security;
(iii) a portfolio manager places an order for a Client;
or
(iv) a portfolio manager gives a trader discretion to
execute an order for a Client over a specified
period of time.
(c) "BENEFICIAL OWNERSHIP" is interpreted in the same manner
as in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act
of 1934 ("Exchange Act"), Rule 16a-1 and the other rules
and regulations thereunder and includes ownership by any
person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect pecuniary
interest in a Security. For example, an individual has
an indirect pecuniary interest in any Security owned by
the individual's spouse. Beneficial Ownership also
includes, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise,
having or sharing "voting power" or "investment power,"
as those terms are used in Section 13(d) of the Exchange
Act and Rule 13d-3 thereunder.
(d) "CLIENT" means any person or entity, including an
investment company, for which Alliance serves as
investment manager or adviser.
(e) "COMPLIANCE OFFICER" refers to Alliance's Compliance
Officer.
(f) "CONTROL" has the same meaning set forth in Section
2(a)(9) of the Investment Company Act.
(g) "EMPLOYEE" refers to any person who is an employee of
any member of the Alliance Group, including both part-
time employees, as well as consultants (acting in the
capacity of a portfolio manager, trader or research
analyst) under the control of Alliance who, but for
5
<PAGE>
their status as consultants, would otherwise come within
the definition of Access Person.
(h) "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.
(i) "INVESTMENT PERSONNEL" refers to:
(i) any Employee who acts in the capacity of a
portfolio manager, research analyst or trader;
(ii) any Employee who assists someone acting in the
capacity of a portfolio manager, research analyst
or trader and as an assistant has access to
information generated or used by portfolio
managers, research analysts and traders
(including, for example, assistants who have
access to the Alliance Investment Review or the
Alliance International Investment Review);
(iii) any Employee who receives the Alliance Investment
Review or the Alliance International Investment
Review; or
(iv) any natural person who Controls Alliance and who
obtains information concerning recommendations
made to a Client regarding the purchase or sale
of securities by the Client.
(j) "LIMITED OFFERING" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant
to Sections 4(2) or 4(6) thereof or pursuant to Rules
504, 505 or 506 under the Securities Act of 1933.
(k) "PERSONAL ACCOUNT" refers to any account (including,
without limitation, a custody account, safekeeping
account and an account maintained by an entity that may
act in a brokerage or a principal capacity) in which an
Access Person or Employee has any Beneficial Ownership
and any such account maintained by or for a financial
dependent. For example, this definition includes
Personal Accounts of:
(i) an Access Person's or Employee's spouse,
including a legally separated or divorced spouse
who is a financial dependent,
6
<PAGE>
(ii) financial dependents residing with the Access
Person or Employee, and
(iii) any person financially dependent on an Access
Person or Employee who does not reside with that
person, including financially dependent children
away at college.
(l) "PURCHASE OR SALE OF A SECURITY" includes, among other
transactions, the writing or purchase of an option to
sell a Security and any short sale of a Security.
(m) "SECURITY" has the meaning set forth in Section 2(a)(36)
of the Investment Company Act and any derivative
thereof, commodities, options or forward contracts,
except that it shall not include shares of open-end
investment companies registered under the Investment
Company Act, securities issued by the Government of the
United States, short-term debt securities that are
government securities within the meaning of Section
2(a)(16) of the Investment Company Act, bankers'
acceptances, bank certificates of deposit, commercial
paper, and such other money market instruments as are
designated by the Compliance Officer.
(n) "SECURITY HELD OR TO BE ACQUIRED OR SOLD" means:
(i) any Security which, within the most recent 15
days (1) is or has been held by a Client or (2)
is being or has been considered by a Client (to
the extent known by Alliance) or Alliance for
purchase by the Client; and
(ii) any option to purchase or sell, and any Security
convertible into or exchangeable for, a Security.
(o) "SUBSIDIARY" refers to either of the following types of
entities with respect to which Alliance, directly or
indirectly, through the ownership of voting securities,
by contract or otherwise has the power to direct or
cause the direction of management or policies of such
entity:
(i) any U.S. entity engaged in money management; and
(ii) any non-U.S. entity engaged in money management
for U.S. accounts.
7
<PAGE>
3. APPLICATION
(a) This Code and Statement applies to all Employees and to
all other individuals who are Access Persons. Please
note that certain provisions apply to all Employees
while other provisions apply only to Access Persons and
others apply only to certain categories of Access
Persons who are also Investment Personnel (e.g.,
portfolio managers and research analysts).
(b) Alliance will provide a copy of this Code and Statement
to all Employees and all individuals who are Access
Persons. In addition, the Compliance Officer will
maintain lists of Access Persons and Investment
Personnel, including a separate list of portfolio
managers and research analysts.
4. LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS
(a) ALL EMPLOYEES
It is the responsibility of each Employee to ensure that
all personal securities transactions are made in strict
compliance with the restrictions and procedures in the
Code and Statement and otherwise comply with all
applicable legal and regulatory requirements.
EMPLOYEES MUST HOLD ALL SECURITIES IN A PERSONAL
ACCOUNT. This requirement applies to all types of
personal securities transactions including, for example,
the purchase of Securities in a private placement or
other direct investment. In addition, Employees may not
take physical possession of certificates or other formal
evidence of ownership.
Personal securities transactions for Employees may be
effected only in a Personal Account and in accordance
with the following provisions:
(i) DESIGNATED BROKERAGE ACCOUNTS
All Personal Accounts of an Employee that are
maintained as brokerage accounts must be held
only at the following designated broker-dealers:
Donaldson, Lufkin & Jenrette, Merrill Lynch &
Co., and Charles Schwab.
(ii) SECURITIES BEING CONSIDERED FOR CLIENT PURCHASE
OR SALE
8
<PAGE>
An Employee may not purchase or sell a Security,
or engage in any short sale of a Security, in a
Personal Account if, at the time of the
transaction, the Security is being considered for
purchase or sale for a Client or is being
purchased or sold for a Client. The following
non-exhaustive list of examples illustrates this
restriction:
-- An Alliance research analyst issues research
information (including as part of the daily
morning call) regarding initial coverage of,
or changing a rating with respect to, a
Security.
-- A portfolio manager has, during the daily
morning call, indicated his or her intention
to purchase or sell a Security.
-- A portfolio manager places an order in the
Security to purchase or sell the Security
for a Client.
-- An open order in the Security exists on the
trading desk.
-- An open limit order exists on the trading
desk, and it is reasonably likely that the
Security will reach that limit price in the
near future.
(iii) RESTRICTED LIST
A Security may not be purchased or sold in a
Personal Account if, at the time of the
transaction, the Security appears on the Alliance
Daily Restricted List and is restricted for
Employee transactions. The Daily Restricted List
is made available each business day to all
Employees via Lotus Notes and the Alliance Alert.
(iv) PRECLEARANCE REQUIREMENT
An Employee may not purchase or sell, directly or
indirectly, any Security in which the Employee
has (or after such transaction would have) any
Beneficial Ownership unless the Employee obtains
the prior written approval to the transaction
from the Compliance Department and, in the case
of Investment Personnel, the head of the business
unit in which the Employee works. A request for
9
<PAGE>
preclearance must be made in writing in advance
of the contemplated transaction and must state:
a. the name of the Security involved,
b. the number of shares or principal amount to
be purchased or sold, and
c. a response to all questions contained in the
appropriate pre-clearance form.
Preclearance requests will be acted on only
between the hours of 10:00 a.m. and 3:30 p.m.
Any approval given under this paragraph will
remain in effect only until the end of the
trading day on which the approval was granted.
When a Security is being considered for purchase
or sale for a Client or is being purchased or
sold for a Client following the approval on the
same day of a personal trading request form with
respect to the same security, the Compliance
Department is authorized to cancel the personal
order if (x) it has not been executed and the
order exceeds a market value of $50,000 or (y)
the Compliance Department determines, after
consulting with the trading desk and the
appropriate business unit head (if available),
that the order, based on market conditions,
liquidity and other relevant factors, could have
an adverse impact on a Client or on a Client's
ability to purchase or sell the Security or other
Securities of the issuer involved.
(v) AMOUNT OF TRADING
No more than an aggregate of 20 securities
transactions may occur in an Employee's Personal
Accounts in any consecutive thirty-day period.
(vi) DISSEMINATION OF RESEARCH INFORMATION
An Employee may not buy or sell any Security that
is the subject of "significantly new" or
"significantly changed" research during a forty-
eight hour period commencing with the first
publication or release of the research. The
terms "significantly new" and "significantly
changed" include:
10
<PAGE>
a. the initiation of coverage by an Alliance
research analysts;
b. any change in a research rating or position
by an Alliance research analyst (unless the
research analyst who makes the change
advises the Compliance Department in writing
that the change is the result of an
unanticipated widely disseminated
announcement or market event, e.g., the
announcement of a major earnings warning as
opposed to the research analysts
independently rethinking his or her
subjective assessment of the security); and
c. any other rating, view, opinion, or advice
from an Alliance research analyst, the
issuance (or reissuance) of which in the
opinion of such research analyst or head of
research would be reasonably likely to have
a material effect on the price of the
security.
(b) ACCESS PERSONS
In addition to the requirements set forth in paragraph
(a) of this Section 4, the following restrictions apply
to all Access Persons:
(i) SHORT SALES
No Access Person shall engage in any short sale
of a Security if, at the time of the transaction,
any Client has a long position in such Security
(except that an Access Person may engage in short
sales against the box and covered call writing
provided that these personal securities
transactions do not violate the prohibition
against short-term trading).
(ii) SHORT-TERM TRADING
All Access Persons are subject to a mandatory buy
and hold of all Securities for 60 calendar days.
An Access Person may, however, after 30 calendar
days, sell a Security if the sale price is lower
than the original purchase price (i.e., at a loss
on the original investment). Any trade made in
violation of this paragraph shall be unwound, or,
if that is not practicable, all profits from the
11
<PAGE>
short-term trading must be disgorged as directed
by the Compliance Officer.
(iii) NON-EMPLOYEE ACCESS PERSONS
Any non-Employee Access Person with actual
knowledge that a Security is being considered for
purchase or sale for a Client may not purchase or
sell such Security.
(c) INVESTMENT PERSONNEL
In addition to the requirements set forth in paragraphs
(a) and (b) of this Section 4, the following
restrictions apply to all Investment Personnel:
(i) INITIAL PUBLIC OFFERINGS
No Investment Personnel shall acquire any direct
or indirect Beneficial Ownership in any
Securities in any Initial Public Offering.
(ii) LIMITED OFFERINGS
No Investment Personnel shall acquire any
Beneficial Ownership in any Securities in any
Limited Offering of Securities unless the
Compliance Officer and the business unit head
give express prior written approval and document
the basis for granting or denying approval after
due inquiry. The Compliance Officer, in
determining whether approval should be given,
will take into account, among other factors,
whether the investment opportunity should be
reserved for a Client and whether the opportunity
is being offered to the individual by virtue of
his or her position with the Alliance Group.
Investment Personnel so authorized to acquire
Securities in a Limited Offering must disclose
that investment when they play a part in any
Client's subsequent consideration of an
investment in the issuer, and in such a case, the
decision of Alliance to purchase Securities of
that issuer for a Client will be subject to an
independent review by Investment Personnel with
no personal interest in such issuer.
12
<PAGE>
(iii) BOARD MEMBER OR TRUSTEE
No Investment Personnel shall serve on any board
of directors or trustees or in any other
management capacity of any private or public
company without prior written authorization from
the Compliance Officer based upon a determination
that such service would not be inconsistent with
the interests of any Client. This prohibition
does not include non-profit corporations,
charities or foundations; however, approval from
the Investment Personnel's supervisor is
necessary.
(iv) RECEIPT OF GIFTS
No Investment Personnel shall receive any gift or
other thing of more than de minimis value from
any person or entity, other than a member of the
Alliance Group, that does business with Alliance
on behalf of a Client, provided, however, that
receipt of the following shall not be prohibited:
a. an occasional breakfast, luncheon, dinner or
reception, ticket to a sporting event or the
theater, or comparable entertainment, that
is not so frequent, so costly, nor so
extensive as to raise any question of
impropriety;
b. a breakfast, luncheon, dinner, reception or
cocktail party in conjunction with a bona
fide business meeting; and
c. a gift approved in writing by the Compliance
Officer.
(d) PORTFOLIO MANAGERS
In addition to the requirements set forth in paragraphs
(a), (b) and (c) of this Section 4, the following
restrictions apply to all persons acting in the capacity
of a portfolio manager of a Client account:
(i) BLACKOUT PERIODS
No person acting in the capacity of a portfolio
manager shall buy or sell a Security for a
Personal Account within seven calendar days
before and after a Client trades in that
Security. In the case of Client accounts managed
13
<PAGE>
by more than one portfolio manager, this
restriction will apply to the portfolio manager
who makes the decision to purchase or sell the
relevant Security. If a portfolio manager engages
in such a personal securities transaction during
a blackout period, the Compliance Officer will
break the trade or, if the trade cannot be
broken, the Compliance Officer will direct that
any profit realized on the trade be disgorged.
(ii) ACTIONS DURING BLACKOUT PERIODS
No person acting in the capacity of a portfolio
manager shall delay or accelerate a Client trade
due to a previous purchase or sale of a Security
for a Personal Account. In the event that a
portfolio manager determines that it is in the
best interest of a Client to buy or sell a
Security for the account of the Client within
seven days of the purchase or sale of the same
Security in a Personal Account, the portfolio
manager should contact the Compliance Officer
immediately who may direct that the trade in the
Personal Account be canceled or take other
appropriate relief.
(iii) TRANSACTIONS CONTRARY TO CLIENT POSITIONS
No person acting in the capacity of a portfolio
manager shall purchase or sell a Security in a
Personal Account contrary to investment decisions
made on behalf of a Client, unless the portfolio
manager represents and warrants in the personal
trading request form that (x) it is appropriate
for the Client account to buy, sell or continue
to hold that Security and (y) the decision to
purchase or sell the Security for the Personal
Account arises from the need to raise or invest
cash or some other valid reason specified by the
portfolio manager and approved by the Compliance
Officer and is not otherwise based on the
portfolio manager's view of how the Security is
likely to perform.
(e) RESEARCH ANALYSTS
In addition to the requirements set forth in paragraphs
(a), (b), (c) of this Section 4, the following
restrictions apply to all persons acting in the capacity
of a research analyst:
14
<PAGE>
(i) BLACKOUT PERIODS
No person acting as a research analyst shall buy
or sell a Security within seven calendar days
before and after making a change in a rating or
other published view with respect to that
Security. If a research analyst engages in such
a personal securities transaction during a
blackout period, the Compliance Officer will
break the trade or, if the trade cannot be
broken, the Compliance Officer will direct that
any profit realized on the trade be disgorged.
(ii) ACTIONS DURING BLACKOUT PERIODS
No person acting as a research analyst shall
delay or accelerate a rating or other published
view with respect to any Security because of a
previous purchase or sale of a Security in such
person's Personal Account. In the event that a
research analyst determines that it is
appropriate to make a change in a rating or other
published view within seven days of the purchase
or sale of the same Security in a Personal
Account, the research analyst should contact the
Compliance Officer immediately who may direct
that the trade in the Personal Account be
canceled or take other appropriate relief.
(iii) ACTIONS CONTRARY TO RATINGS
No person acting as a research analyst shall
purchase or sell a Security (to the extent such
Security is included in the research analyst's
research universe) contrary to an outstanding
rating or a pending ratings change, unless (x)
the research analyst represents and warrants in
the personal trading request form that (as
applicable) there is no reason to change the
outstanding rating and (y) the research analyst's
personal trade arises from the need to raise or
invest cash or some other valid reason specified
by the research analyst and approved by the
Compliance Officer and is not otherwise based on
the research analyst's view of how the security
is likely to perform.
15
<PAGE>
5. EXEMPTED TRANSACTIONS
(a) The pre-clearance requirements, as described in Section
4(a)(iv) of this Code and Statement, do not apply to:
(i) NON-VOLITIONAL TRANSACTIONS
Purchases or sales that are non-volitional
(including, for example, any Security received as
part of an individual's compensation) on the part
of an Employee (and any Access Person who is not
an Employee) or are pursuant to a dividend
reinvestment plan (up to an amount equal to the
cash value of a regularly declared dividend, but
not in excess of this amount).
(ii) EXERCISE OF PRO RATA ISSUED RIGHTS
Purchases effected upon the exercise of rights
issued by an issuer pro rata to all holders of a
class of the issuer's Securities, to the extent
such rights were acquired from such issuer, and
sales of such rights so acquired. This exemption
applies only to the exercise or sale of rights
that are issued in connection with a specific
upcoming public offering on a specified date, as
opposed to rights acquired from the issuer (such
as warrants or options), which may be exercised
from time-to-time up until an expiration date.
This exemption does not apply to the sale of
stock acquired pursuant to the exercise of
rights.
(b) The restrictions on effecting transactions in a (1)
Security being considered for purchase or sale, as
described in Sections 4(a)(ii) and 4(b)(iii) or (2) that
is the subject of "significantly new" or "significantly
changed" research, as described in Section 4(a)(vi) of
this Code and Statement, do not apply to:
(i) NON-VOLITIONAL TRANSACTIONS
Purchases or sales that are non-volitional
(including, for example, any Security received as
part of an individual's compensation) on the part
of an Access Person or are pursuant to a dividend
reinvestment plan (up to an amount equal to the
cash value of a regularly declared dividend, but
not in excess of this amount).
16
<PAGE>
(ii) EXERCISE OF PRO RATA ISSUED RIGHTS
Purchases effected upon the exercise of rights
issued by an issuer pro rata to all holders of a
class of the issuer's Securities, to the extent
such rights were acquired from such issuer, and
sales of such rights so acquired. This exemption
applies only to the exercise or sale of rights
that are issued in connection with a specific
upcoming public offering on a specified date, as
opposed to rights acquired from the issuer (such
as warrants or options), which may be exercised
from time-to-time up until an expiration date.
This exemption does not apply to the sale of
stock acquired pursuant to the exercise of
rights.
(iii) DE MINIMIS TRANSACTIONS -- FIXED INCOME
SECURITIES
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 a Client, that
the Security is being purchased or sold by the
Client or that the Security is the subject of
significantly new or significantly changed
research:
a. Fixed income securities transaction
involving no more than 100 units or having a
principal amount not exceeding $25,000; or
b. 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.
(iv) DE MINIMIS TRANSACTIONS -- EQUITY SECURITIES
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";
17
<PAGE>
b. the aggregate value of the transactions do
not exceed (1) $10,000 for securities with a
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; and
c. the Access Person has no actual knowledge
that the Security is being considered for
purchase or sale by a Client, that the
Security is being purchased or sold by or
for the Client or that the Security is the
subject of significantly new or
significantly changed research.
(c) NON-EMPLOYEE ACCESS PERSONS
The restrictions on Employees and Access Persons, as
described in Sections 4(a) and 4(b) of this Code and
Statement, do not apply to non-Employee Access Persons,
if at the time of the transaction involved, such person
has no actual knowledge that the Security involved is
being considered for purchase or sale.
(d) EXTREME HARDSHIP
In addition to the exceptions contained in Section 5(a)
and (b), the Compliance Officer may, in very limited
circumstances, grant other exceptions under any Section
of the Code and Statement on a case-by-case basis,
provided:
(i) The individual seeking the exception furnishes to
the Compliance Officer:
a. a written statement detailing the efforts
made to comply with the requirement from
which the individual seeks an exception;
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 Client
or compromise the individual's or Alliance's
fiduciary duty to any Client; and
18
<PAGE>
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 Client
or compromise the individual's or Alliance's
fiduciary duty to any Client; 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 specific requirement of Section 4 from
which the individual sought an exception;
c. 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;
d. the reason(s) the individual sought an
exception from the requirements of Section
4;
e. the efforts the individual made to comply
with the requirements of Section 4 from
which the individual sought to be excepted;
and
f. the independent basis upon which the
Compliance Officer believes that the
exemption should be granted.
(e) Any Employee or Access Person who acquires an interest
in any private investment fund (including a "hedge
fund") or any other Security that cannot be purchased
and held in a Personal Account shall be excepted from
the requirement that all Securities be held in a
Personal Account, as described in Section 4(a) of this
Code and Statement. Such Employee or Access Person
shall provide the Compliance Officer with a written
statement detailing the reason why such Security cannot
be purchased and held in a Personal Account.
Transactions in these Securities nevertheless remain
subject to all other requirements of this Code and
Statement, including applicable private placement
19
<PAGE>
procedures, preclearance requirements and blackout
period trading restrictions.
6. REPORTING
(a) INITIAL HOLDINGS REPORTS BY ALL ACCESS PERSONS
Each Access Person must, at the time of becoming an
Access Person, provide an initial holdings report to the
Compliance Officer disclosing the following:
(i) all Securities beneficially owned by the Access
Person (including the title, number of shares
and/or principal amount of each Security
beneficially owned);
(ii) the name of any broker-dealer or financial
institution where the Access Person maintains a
Personal Account; and
(iii) the date the report is submitted by the Access
Person.
This report must be submitted no later than 10
days after a person becomes an Access Person. In
the event that Alliance already maintains a
record of the required information via account
statements received from the Access Person's
broker-dealer (because, for example, a new Access
Person is already an Alliance Employee), the
Access Person may satisfy this requirement by (i)
confirming in writing (which may include e-mail)
the accuracy of the record within 10 days after
becoming an Access Person and (ii) recording the
date of the confirmation.
(a) ANNUAL HOLDINGS REPORTS BY ACCESS PERSONS
Each Access Person must, by January 30 of each year,
provide an annual holdings report to the Compliance
Officer disclosing the following:
(i) all Securities beneficially owned by the Access
Person (including the title, number of shares
and/or principal amount of each Security
beneficially owned);
(ii) the name of any broker-dealer or financial
institution where the Access Person maintains a
Personal Account; and
20
<PAGE>
(iii) the date the report is submitted by the Access
Person.
The first annual holdings report submitted will
be for the year ending December 31, 2000 and must be
provided to the Compliance Officer by January 30, 2001.
The information must be current as of a date not
more than 30 days before the report is submitted. In
the event that Alliance already maintains a record of
the required information via account statements received
from the Access Person's broker-dealer, an Access Person
may satisfy this requirement by (i) confirming in
writing (which may include e-mail) the accuracy of the
record and (ii) recording the date of the confirmation.
(b) DISCLOSURE OF PERSONAL ACCOUNTS AND BENEFICIALLY OWNED
SECURITIES
Upon commencement of employment with a member of the
Alliance Group, an Employee must:
(i) file with the Compliance Officer a list of all
Personal Accounts by completing the Employee
Compliance Statement (a copy of which is attached
as Appendix A), and while so employed maintain
the list on a current basis; and
(ii) Disclose to the Compliance Officer all Securities
holdings in which the Employee has any Beneficial
Ownership, and thereafter on an annual basis, to
the extent these Securities do not appear on the
Employee's account statements.
(c) ACCESS PERSONS WHO ARE NOT EMPLOYEES OF ALLIANCE
Every Access Person who is not an Employee of Alliance,
shall report to the Compliance Officer the information
described in Section 6(a) and (b) as well as 6(e) below
with respect to transactions in any Security in which
such Access Person has, or by reason of such transaction
acquires, any Beneficial Ownership in the Security;
provided, however, that such Access Person is not
required to make a report with respect to transactions
effected in any account over which the Access Person
does not have any direct or indirect influence or
control, including such an account in which an Access
Person has any Beneficial Ownership.
21
<PAGE>
(d) REPORT CONTENTS
Every report of a non-Employee Access Person required by
Section 6(d) above shall be in writing and shall be
delivered not later than ten days after the end of the
calendar quarter in which a transaction to which the
report relates was effected, and shall contain the
following information:
(i) the date of the transaction, the title and the
number of shares, and the principal amount of
each Security involved;
(ii) the nature of the transaction (i.e., purchase,
sale or any other type of acquisition or
disposition);
(iii) the price at which the transaction was effected;
and
(iv) the name of the broker, dealer or bank with or
through whom the transaction was effected.
(e) REPORT REPRESENTATIONS
Any such report may contain a statement that the report
is not to be construed as an admission by the person
making the report that he or she has any direct or
indirect Beneficial Ownership in the Security to which
the report relates.
(f) MAINTENANCE OF REPORTS
The Compliance Officer shall maintain the information
required by Section 6 and such other records, if any, as
are required by Rule 17j-1 under the Investment Company
Act and Rule 204-2 under the Advisers Act. All reports
furnished pursuant to this Section will be kept
confidential, subject to the rights of inspection by the
Compliance Officer, the Transaction Compliance
Committee, the Securities and Exchange Commission and by
other third parties pursuant to applicable law.
7. ANNUAL VERIFICATIONS
Each person subject to this Code and Statement must certify
annually that he or she has read and understands this Code
and Statement, recognizes that he or she is subject thereto
and has complied with its provisions and disclosed or
reported all personal Securities transactions required to be
22
<PAGE>
disclosed or reported by this Code and Statement. Such
certificates and reports are to be given to the Compliance
Officer.
8. SANCTIONS
Upon learning of a violation of this Code and Statement, any
member of the Alliance Group, with the advice of the
Compliance Officer, may impose such sanctions as it deems
appropriate, including, among other things, censure,
suspension or termination of service. Individuals subject to
this Code and Statement who fail to comply with this Code and
Statement may also be violating the federal securities laws
or other federal and state laws. Any such person who is
suspected of violating this Code and Statement should be
reported immediately to the Compliance Officer.
23
<PAGE>
CERTIFICATION
I hereby acknowledge receipt of the Code of Ethics and
Statement of Policy and Procedures Regarding Personal Securities
Transactions (the "Code and Statement") of Alliance Capital
Management L.P. and its Subsidiaries. I certify that I have read
and understand the Code and Statement and recognize that I am
subject to its provisions. I also certify that I have complied
with the requirements of the Code and Statement and have
disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the Code and
Statement.
Name ________________________________________
(please print)
Signature ________________________________________
Date ________________________________________
24
<PAGE>
APPENDIX A
ALLIANCE CAPITAL MANAGEMENT L.P.
EMPLOYEE COMPLIANCE STATEMENT
I hereby certify that I have read and understand the
Code of Ethics and Statement of Policy and Procedures Regarding
Personal Securities Transactions (the "Code and Statement"),
dated August 1999 and hereby agree, in consideration of my
continued employment by Alliance Capital Management L.P. or one
of its subsidiaries, to comply with the policies and procedures
contained in the Code and Statement.
1. In connection therewith, I agree to:
a. file with the Compliance Officer and maintain on a
current basis a list of all Personal Accounts (as
defined in paragraph 2(h) of the Code and Statement);
b. arrange to have duplicate trade confirmations and
periodic statements for each Personal Account submitted
to the Compliance Officer directly by the securities
firm maintaining the Account(s); and
c. be personally responsible for determining if any
security transaction for my Personal Account(s) is
prohibited by the Code and Statement or any other
Alliance policy statement.
2. The following Personal Account(s) are maintained at the
broker-dealer(s) and/or financial institution(s) named below
(if none write "none"):
a. registered in my name at the following broker-dealer(s)
and/or financial institution(s):
________________________________________________________
________________________________________________________
_____________________________________
b. registered in the name of my spouse at the following
broker-dealer(s) and/or financial institution(s):
________________________________________________________
________________________________________________________
_____________________________________
c. registered in the name of a family member who resides
with me at the following broker-dealer(s) and/or
financial institution(s):
name of family member
25
<PAGE>
_________________________________________
_________________________________________
_________________________________________
name of broker-dealer and/or financial institution(s)
_________________________________________
_________________________________________
_________________________________________
d. registered in the name of any other person who resides
with me and is financially
dependent on me at the following broker-dealer(s) and/or
financial institution(s):
name of person
_________________________________________
_________________________________________
_________________________________________
name of broker-dealer and/or financial institution(s)
_________________________________________
_________________________________________
_________________________________________
e. registered in the name of any other person who does not
reside with me, but who is financially dependent on me,
at the following broker-dealer(s) and/or financial
institution(s):
name of person
_________________________________________
_________________________________________
_________________________________________
name of broker-dealer and/or financial institution(s)
_________________________________________
_________________________________________
_________________________________________
3. I have investment discretion over the following other
account(s) at the following broker-dealer(s) and/or financial
institution(s) (do not list Client accounts):
name and description of account
_________________________________________
_________________________________________
_________________________________________
26
<PAGE>
name of broker-dealer and/or financial institution(s)
_________________________________________
_________________________________________
_________________________________________
4. I will notify the Compliance Officer if a Personal Account is
opened or closed. If the answers to paragraphs a through e
of Section 2 above are all "none", I certify that neither I
nor any member of my family who resides with me, any other
person who resides with me currently and is financially
dependent on me, or any other person who is financially
dependent on me maintains a brokerage account or other type
of financial account.
_______________________ _________________________
Date Employee Signature
_________________________
Type or print name
27
00250432.AC0
