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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
(iii) Abide by the fundamental standard that you not take
inappropriate advantage of your position.
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(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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<PAGE>
(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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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(d) above shall be in writing and shall be delivered not later
than ten days after the end of the calendar quarter in which a
transaction to which the report relates was effected, and shall
contain the following information:
(i) the date of the transaction, the title and the number of
shares, and the principal amount of each Security
involved;
(ii) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank with or through
whom the transaction was effected.
(e) REPORT REPRESENTATIONS
Any such report may contain a statement that the report is not to
be construed as an admission by the person making the report that
he or she has any direct or indirect Beneficial Ownership in the
Security to which the report relates.
(f) MAINTENANCE OF REPORTS
The Compliance Officer shall maintain the information required by
Section 6 and such other records, if any, as are required by Rule
17j-1 under the Investment Company Act and Rule 204-2 under the
Advisers Act. All reports furnished pursuant to this Section will
be kept confidential, subject to the rights of inspection by the
Compliance Officer, the Transaction Compliance Committee, the
Securities and Exchange Commission and by other third parties
pursuant to applicable law.
7. ANNUAL VERIFICATIONS
Each person subject to this Code and Statement must certify annually that
he or she has read and understands this Code and Statement, recognizes
that he or she is subject thereto and has complied with its provisions
and disclosed or reported all personal Securities transactions
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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 person 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 person 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>
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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