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Exhibit No. 15(b)
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 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
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
(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.
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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
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
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
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for 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:
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
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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 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
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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.
(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:
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(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 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:
(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
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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.
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
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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).
(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
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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";
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
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(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 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.
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<PAGE>
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
(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
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<PAGE>
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.
(d) REPORT CONTENTS
Every report of a non-Employee Access Person required by
Section 6(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
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<PAGE>
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 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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<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 _______________________________________
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<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):
______________________________________________________________
______________________________________________________________
______________________________________________________________
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<PAGE>
c. registered in the name of a family member who resides with me
at the following broker-dealer(s) and/or financial
institution(s):
<TABLE>
<CAPTION>
name of family member name of broker-dealer and/or
financial institution(s)
<S> <C>
___________________ ___________________________________
___________________ ___________________________________
___________________ ___________________________________
</TABLE>
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):
<TABLE>
<CAPTION>
name of family member name of broker-dealer and/or
financial institution(s)
<S> <C>
___________________ ___________________________________
___________________ ___________________________________
___________________ ___________________________________
</TABLE>
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):
<TABLE>
<CAPTION>
name of family member name of broker-dealer and/or
financial institution(s)
<S> <C>
___________________ ___________________________________
___________________ ___________________________________
___________________ ___________________________________
</TABLE>
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):
<TABLE>
<CAPTION>
name and description of account name of broker-dealer and/or
financial institution(s)
<S> <C>
___________________ ___________________________________
___________________ ___________________________________
___________________ ___________________________________
</TABLE>
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<PAGE>
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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