FEBRUARY 2000
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AS AMENDED AND RESTATED
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ALLIANCE CAPITAL MANAGEMENT L.P.
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CODE OF ETHICS AND STATEMENT OF POLICY AND PROCEDURES REGARDING
PERSONAL SECURITIES TRANSACTIONS
1. PURPOSES
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(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 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
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(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 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.
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2. DEFINITIONS
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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.
(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
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(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
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
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(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,
(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.
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(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.
3. APPLICATION
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(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
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(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.
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Personal securities transactions for Employees may be effected only
in a Personal Account and in accordance with the following
provisions:
(i) DESIGNATED BROKERAGE ACCOUNTS
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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
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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:
o 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.
o A portfolio manager has, during the daily morning call,
indicated his or her intention to purchase or sell a
Security.
o A portfolio manager places an order in the Security to
purchase or sell the Security for a Client.
o An open order in the Security exists on the trading
desk.
o 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
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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
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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 preclearance must be made in writing in
advance of the contemplated transaction and must state:
a. the name of the Security involved,
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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
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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:
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.
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(b) ACCESS PERSONS
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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
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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
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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 short-term trading must be
disgorged as directed by the Compliance Officer.
(iii) NON-EMPLOYEE ACCESS PERSONS
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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
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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
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No Investment Personnel shall acquire any direct or indirect
Beneficial Ownership in any Securities in any Initial Public
Offering.
(ii) LIMITED OFFERINGS
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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
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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.
(iii) BOARD MEMBER OR TRUSTEE
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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
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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
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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:
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(i) BLACKOUT PERIODS
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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 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
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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
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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:
(i) BLACKOUT PERIODS
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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.
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(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.
5. EXEMPTED TRANSACTIONS
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(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.
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(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).
(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";
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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
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;
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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 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
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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
(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.
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(d) REPORT CONTENTS
---------------
Every report of a non-Employee Access Person required by Section
6(d) (b) 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
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
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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.
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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
-----------------------------------------
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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):
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------
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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 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 name of broker-dealer and/or
account 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
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