EX-99.p.4



                             ALLIANCEBERNSTEIN L.P.


                       CODE OF BUSINESS CONDUCT AND ETHICS


"Trust is the foundation of an investment  management company, an attribute that
takes years to establish and just days to destroy.  Promoting  and  sustaining a
fiduciary culture is, therefore, a business imperative."

                                     - Lewis A. Sanders, Chief Executive Officer




                                                           Updated February 2008



                        A Message from Lewis A. Sanders,
                  Chief Executive Officer of AllianceBernstein


     Trust is the foundation of an investment  management  company, an attribute
that takes years to establish,  constant vigilance to maintain, and just days to
destroy.  Honesty,  integrity,  and high  ethical  standards  must  therefore be
practiced on a daily basis in order to protect this most critical asset.

     Enhancing our sensitivity to our fiduciary  obligations,  and ensuring that
we meet those  obligations  is an  imperative  for all. The Internal  Compliance
Controls  Committee,  the Code of  Ethics  Oversight  Committee,  the  Conflicts
Officer  and the  Office  of the  Company  Ombudsman  provide  AllianceBernstein
employees with  comprehensive  guidance and multiple avenues in which to explore
work-related issues or questions.

     AllianceBernstein has long been committed to maintaining and promoting high
ethical standards and business practices. We have prepared this Code of Business
Conduct and Ethics  (the  "Code") in order to  establish a common  vision of our
ethical  standards  and  practices.  The Code is intended to  establish  certain
guiding  principles  for all of us and not to be an exhaustive  guide to all the
detailed rules and regulations  governing the conduct of business in the various
countries  where we do  business.  Separately,  we have  prepared  a  series  of
fiduciary and business-related policies and procedures, which set forth detailed
requirements to which all employees are subject.  We also have prepared  various
Compliance  Manuals,  which provide in summary form, an overview of the concepts
described in more detail in this Code and in our other policies and procedures.

     You should take the time to familiarize  yourself with the policies in this
Code and use common sense in applying  them to your daily work  environment  and
circumstances. Your own personal integrity and good judgment are the best guides
to ethical and responsible  conduct.  If you have questions,  you should discuss
them with your supervisor,  the General Counsel, the Chief Compliance Officer or
a representative of the Legal and Compliance  Department or Human Resources.  If
the  normal  channels  for  reporting  are  not  appropriate,  or  if  you  feel
uncomfortable  utilizing  them,  issues may be brought to the  attention  of the
Company Ombudsman, who is an independent, informal and confidential resource for
concerns about  AllianceBernstein  business matters that may implicate issues of
ethics or questionable practices.

     Our  continued  success  depends  on each of us  maintaining  high  ethical
standards  and business  practices.  I count on each of you to apply good ethics
and sound judgment in your daily  responsibilities  in order to help ensure that
success.



                                                                Lewis A. Sanders



                              AllianceBernstein L.P


                       CODE OF BUSINESS CONDUCT AND ETHICS




1.   Introduction..............................................................1

2.   The AllianceBernstein Fiduciary Culture...................................2

3.   Compliance with Laws, Rules and Regulations...............................2

4.   Conflicts of Interest / Unlawful Actions..................................3

5.   Insider Trading...........................................................4

6.   Personal Trading: Summary of Restrictions.................................4

7.   Outside Directorships and Other Outside Activities and Interests..........6

     (a) Board Member or Trustee...............................................6

     (b) Other Affiliations....................................................7

     (c) Outside Financial or Business Interests...............................7

8.   Gifts, Entertainment and Inducements......................................8

9.   Dealings with Government Personnel/Foreign Corrupt Practices Act..........9

10.  Political Contributions by or on behalf of AllianceBernstein.............10

11.  "Ethical Wall" Policy....................................................11

12.  Use of Client Relationships..............................................11

13.  Corporate Opportunities and Resources....................................11

14.  Antitrust and Fair Dealing...............................................12

15.  Recordkeeping and Retention..............................................12

16.  Improper Influence on Conduct of Audits..................................12

17.  Accuracy of Disclosure...................................................13

18.  Confidentiality..........................................................13

19.  Protection and Proper Use of AllianceBernstein Assets....................14

20.  Policy on Intellectual Property..........................................15

     (a) Overview.............................................................15

     (b) Employee Responsibilities............................................15

     (c) Company Policies and Practices.......................................15

21.  Compliance Practices and Policies of Group Subsidiaries..................16

22.  Exceptions from the Code.................................................16


                                      -i-


23.  Regulatory Inquiries, Investigations and Litigation......................17

     (a) Requests for Information.............................................17

     (b) Types of Inquiries...................................................17

     (c) Responding to Information Requests...................................17

     (d) Use of Outside Counsel...............................................18

     (e) Regulatory Investigation.............................................18

     (f) Litigation...........................................................18

24.  Compliance and Reporting of Misconduct / "Whistleblower" Protection......18

25.  Company Ombudsman........................................................18

26.  Sanctions................................................................19

27.  Annual Certifications....................................................19




                    PERSONAL TRADING POLICIES AND PROCEDURES
                                   Appendix A


1.   Overview................................................................A-1

     (a) Introduction........................................................A-1

     (b) Definitions.........................................................A-1

2.   Requirements and Restrictions - All Employees...........................A-5

     (a) General Standards...................................................A-5

     (b) Disclosure of Personal Accounts.....................................A-6

     (c) Designated Brokerage Accounts.......................................A-6

     (d) Pre-Clearance Requirement...........................................A-7

     (e) Limitation on the Number of Trades..................................A-9

     (f) Short-Term Trading..................................................A-9

     (g) Short Sales........................................................A-10

     (h) Trading in AllianceBernstein Units and AB Closed-End Mutual Funds..A-10

     (i) Securities Being Considered for Purchase or Sale...................A-11

     (j) Restricted List....................................................A-12

     (k) Dissemination of Research Information..............................A-12

     (l) Initial Public Offerings...........................................A-14

     (m)  Limited Offerings/Private Placements..............................A-14


                                      -ii-


3.   Additional Restrictions - Growth, Blend and Fixed Income Portfolio
     Managers...............................................................A-15

     (a) Blackout Periods (if exception applies)............................A-15

     (b) Actions During Blackout Periods....................................A-16

     (c) Transactions Contrary to Client Positions..........................A-16

4.   Additional Restrictions - Bernstein Value Portfolio Management Groups..A-16

     (a) Senior Portfolio Managers and Members of the Value Investment Policy
     Groups.................................................................A-16

     (b) All Other Members of the Bernstein Value SBU.......................A-16

     (c) Discretionary Accounts.............................................A-17

5.   Additional Restrictions - Research Analysts............................A-17

     (a) Blackout Periods (if exception applies)............................A-17

     (b) Actions During Blackout Periods....................................A-17

     (c) Actions Contrary to Ratings........................................A-18

6.   Additional Restrictions - Buy-Side Equity Traders......................A-18

7.   Reporting Requirements.................................................A-18

     (a) Duplicate Confirmations and Account Statements.....................A-18

     (b) Initial Holdings Reports by Employees..............................A-18

     (c) Quarterly Reports by Employees ....................................A-19

     (d) Annual Holdings Reports by Employees...............................A-20

     (e) Report and Certification of Adequacy to the Board of Directors
     of Fund Clients.......................................................A-20

     (f) Report Representations.............................................A-20

     (g) Maintenance of Reports.............................................A-21

8.   Reporting Requirements for Directors who are not Employees.............A-21

     (a) Affiliated Directors...............................................A-21

     (b) Outside Directors..................................................A-22

     (c) Reporting Exceptions...............................................A-23



                             CODE CERTIFICATION FORM



Annual Certification Form..............................................Last Page


                                     -iii-


1.   Introduction

     This Code of  Business  Conduct  and Ethics  (the  "Code")  summarizes  the
     values,  principles and business practices that guide our business conduct.
     The  Code   establishes   a  set  of   basic   principles   to  guide   all
     AllianceBernstein  employees  (including  AllianceBernstein  directors  and
     consultants where applicable)  regarding the minimum  requirements which we
     are expected to meet. The Code applies to all of our offices worldwide.  It
     is not, however, intended to provide an exhaustive list of all the detailed
     internal policies and procedures,  regulations and legal  requirements that
     may apply to you as an  AllianceBernstein  employee and/or a representative
     of one of our regulated subsidiaries.

     All  individuals  subject  to the  provisions  of this  Code  must  conduct
     themselves in a manner  consistent with the requirements and procedures set
     forth herein.  Adherence to the Code is a fundamental  condition of service
     with us, any of our subsidiaries or joint venture entities,  or our general
     partner (the "AllianceBernstein Group").

     AllianceBernstein L.P.  ("AllianceBernstein," "we" or "us") is a registered
     investment  adviser and acts as investment manager or adviser to registered
     investment companies,  institutional  investment clients,  employee benefit
     trusts,  high net worth individuals and other types of investment  advisory
     clients.  In  this  capacity,  we  serve  as  fiduciaries.   The  fiduciary
     relationship  mandates  adherence  to the highest  standards of conduct and
     integrity.

     Personnel  acting in a fiduciary  capacity  must carry out their duties for
     the exclusive benefit of our clients.  Consistent with this fiduciary duty,
     the  interests  of  clients  take  priority  over the  personal  investment
     objectives and other  personal  interests of  AllianceBernstein  personnel.
     Accordingly:

     o    Employees  must  work  to  mitigate  or  eliminate  any  conflict,  or
          appearance of conflict,  between the  self-interest  of any individual
          covered under the Code and his or her  responsibility  to our clients,
          or to AllianceBernstein and its unitholders.

     o    Employees   must   never    improperly   use   their   position   with
          AllianceBernstein for personal gain to themselves, their family or any
          other person.

     The Code is intended to comply with Rule 17j-1 under the (U.S.)  Investment
     Company Act of 1940 (the "1940  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" (as defined  herein)
     from  engaging  in  fraudulent  conduct,   including  insider  trading.  In
     addition,  the Code is intended to comply with the provisions of the (U.S.)
     Investment  Advisers  Act of 1940  (the  "Advisers  Act"),  including  Rule
     204A-1, which requires registered  investment advisers to adopt and enforce
     codes of ethics applicable to their supervised persons.  Finally,  the Code
     is intended to comply with Section  303A.10 of the New York Stock  Exchange
     ("NYSE")  Listed Company  Manual,  which applies to us because the units of
     AllianceBernstein Holding L.P. ("AllianceBernstein  Holding") are traded on
     the NYSE.

     Additionally,  certain entities within the AllianceBernstein Group, such as
     Sanford C.  Bernstein & Co.,  LLC and Sanford C.  Bernstein  Limited,  have
     adopted  supplemental  codes  of  ethics  to  address  specific  regulatory
     requirements  applicable to them.  All employees are obligated to determine
     if any of these codes are  applicable  to them,  and abide by such codes as
     appropriate.


                                       -1-



2.   The AllianceBernstein Fiduciary Culture

     The primary objective of AllianceBernstein's  business is to provide value,
     through investment advisory and other financial  services,  to a wide range
     of clients,  including governments,  corporations,  financial institutions,
     high net worth individuals and pension funds.

     AllianceBernstein  requires  that  all  dealings  with,  and on  behalf  of
     existing and  prospective  clients be handled with  honesty,  integrity and
     high ethical standards, and that such dealings adhere to the letter and the
     spirit of applicable  laws,  regulations and contractual  guidelines.  As a
     general  matter,  AllianceBernstein  is a fiduciary that owes its clients a
     duty of undivided loyalty, and each employee has a responsibility to act in
     a manner consistent with this duty.

     When dealing with or on behalf of a client,  every employee must act solely
     in the best interests of that client.  In addition,  various  comprehensive
     statutory and regulatory  structures such as the 1940 Act, the Advisers Act
     and ERISA, the Employee Retirement Income Security Act, all impose specific
     responsibilities  governing the behavior of personnel in carrying out their
     responsibilities.  AllianceBernstein  and its  employees  must comply fully
     with these rules and regulations. Legal and Compliance Department personnel
     are available to assist employees in meeting these requirements.

     All employees are expected to adhere to the high standards  associated with
     our  fiduciary  duty,  including  care and loyalty to clients,  competency,
     diligence and  thoroughness,  and trust and  accountability.  Further,  all
     employees  must actively work to avoid the  possibility  that the advice or
     services we provide to clients is, or gives the appearance of being,  based
     on the  self-interests  of  AllianceBernstein  or its employees and not the
     clients' best interests.

     Our fiduciary  responsibilities  apply to a broad range of  investment  and
     related activities,  including sales and marketing,  portfolio  management,
     securities trading, allocation of investment opportunities, client service,
     operations  support,  performance  measurement  and reporting,  new product
     development  as  well  as  your  personal   investing   activities.   These
     obligations  include the duty to avoid material conflicts of interest (and,
     if this is not possible,  to provide full and fair disclosure to clients in
     communications),  to keep  accurate  books and  records,  and to  supervise
     personnel  appropriately.  These  concepts  are  further  described  in the
     Sections that follow.

3.   Compliance with Laws, Rules and Regulations

     AllianceBernstein has a long-standing commitment to conduct its business in
     compliance  with applicable laws and regulations and in accordance with the
     highest ethical principles. This commitment helps ensure our reputation for
     honesty,  quality and integrity.  All  individuals  subject to the Code are
     required to comply with all such laws and regulations.  All U.S. employees,
     as well as non-U.S.  employees who act on behalf of U.S.  clients or funds,
     are required to comply with the U.S.  federal  securities  laws. These laws
     include, but are not limited to, the 1940 Act, the Advisers Act, ERISA, the
     Securities Act of 1933 ("Securities  Act"), the Securities  Exchange Act of
     1934  ("Exchange  Act"),  the  Sarbanes-Oxley  Act of 2002,  Title V of the
     Gramm-Leach-Bliley  Act,  any rules  adopted  by the SEC under any of these
     statutes,  the Bank  Secrecy Act as it applies to our  activities,  and any
     rules adopted thereunder by the Securities and Exchange  Commission ("SEC")
     or the Department of the Treasury. As mentioned above, as a listed company,
     we are also subject to specific rules  promulgated by the NYSE.  Similarly,
     our  non-US  affiliates  are  subject  to  additional  laws and  regulatory
     mandates in their  respective  jurisdictions,  which must be fully complied
     with.


                                      -2-


4.       Conflicts of Interest / Unlawful Actions

     A "conflict of interest"  exists when a person's  private  interests may be
     contrary  to  the  interests  of  AllianceBernstein's  clients  or  to  the
     interests of AllianceBernstein or its unitholders.

     A conflict  situation can arise when an  AllianceBernstein  employee  takes
     actions or has interests  (business,  financial or otherwise) that may make
     it  difficult  to  perform  his or her work  objectively  and  effectively.
     Conflicts of interest may arise,  for  example,  when an  AllianceBernstein
     employee,  or a member of his or her family,(1)  receives improper personal
     benefits (including personal loans,  services, or payment for services that
     the AllianceBernstein  employee performs in the course of AllianceBernstein
     business) as a result of his or her position at AllianceBernstein, or gains
     personal enrichment or benefits through access to confidential information.
     Conflicts may also arise when an AllianceBernstein employee, or a member of
     his or her family, holds a significant financial interest in a company that
     does an important amount of business with  AllianceBernstein or has outside
     business  interests  that may result in  divided  loyalties  or  compromise
     independent judgment.  Moreover, conflicts may arise when making securities
     investments  for  personal  accounts  or when  determining  how to allocate
     trading opportunities.  Additional conflicts of interest are highlighted in
     the AllianceBernstein  Policy and Procedures for Giving and Receiving Gifts
     and Entertainment, a copy of which can be found on the Legal and Compliance
     Department intranet site.

     Conflicts of interest can arise in many common  situations,  despite  one's
     best  efforts to avoid them.  This Code does not  attempt to  identify  all
     possible  conflicts  of  interest.  Literal  compliance  with  each  of the
     specific procedures will not shield you from liability for personal trading
     or other  conduct  that  violates  your  fiduciary  duties to our  clients.
     AllianceBernstein  employees are encouraged to seek  clarification  of, and
     discuss  questions  about,  potential  conflicts of  interest.  If you have
     questions  about a  particular  situation  or become aware of a conflict or
     potential  conflict,   you  should  bring  it  to  the  attention  of  your
     supervisor,   the  General  Counsel,   the  Conflicts  Officer,  the  Chief
     Compliance  Officer  or  a  representative  of  the  Legal  and  Compliance
     Department or Human Resources.

     In addition to the specific prohibitions contained in the Code, you are, of
     course,  subject  to a  general  requirement  not to  engage  in any act or
     practice that would defraud our clients.  This general  prohibition  (which
     also applies  specifically  in  connection  with the purchase and sale of a
     Security  held or to be acquired or sold,  as this phrase is defined in the
     Appendix) includes:

     o    Making  any  untrue  statement  of a material  fact or  employing  any
          device, scheme or artifice to defraud a client;

     o    Omitting to state (or failing to provide any information  necessary to
          properly clarify any statements made, in light of the circumstances) a
          material fact, thereby creating a materially misleading impression;

     o    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;


(1)  For purposes of this  section of the Code,  unless  otherwise  specifically
     provided,  (i)  "family"  means  your  spouse/domestic  partner,   parents,
     children,  siblings,  in-laws by marriage (i.e., mother, father, son and/or
     daughter-in-law) and anyone who shares your home; and (ii) "relative" means
     your immediate family members and your first cousins.

                                      -3-


     o    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;

     o    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;

     o    Purchasing  or  selling  a  security  on the basis of  knowledge  of a
          possible  trade  by or for a  client  with the  intent  of  personally
          profiting  from  personal  holdings in the same or related  securities
          ("front-running" or "scalping");

     o    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 any
          such securities transactions; or

     o    Engaging in any act,  practice or course of business  that operates or
          would  operate  as a fraud or deceit on a client  or  engaging  in any
          manipulative practice with respect to any client.



5.   Insider Trading

     There are instances where AllianceBernstein employees may have confidential
     "inside" information about AllianceBernstein or its affiliates,  or about a
     company  with  which we do  business,  or about a  company  in which we may
     invest on  behalf of  clients  that is not known to the  investing  public.
     AllianceBernstein  employees  must  maintain  the  confidentiality  of such
     information.  If a reasonable  investor  would  consider  this  information
     important  in  reaching  an  investment  decision,   the  AllianceBernstein
     employee with this  information  must not buy or sell  securities of any of
     the companies in question or give this  information  to another  person who
     trades   in  such   securities.   This   rule  is   very   important,   and
     AllianceBernstein  has adopted the following  three specific  policies that
     address  it:  Policy  and  Procedures  Concerning  Purchases  and  Sales of
     AllianceBernstein  Units,  Policy and Procedures  Concerning  Purchases and
     Sales  of  AllianceBernstein   Closed-End  Mutual  Funds,  and  Policy  and
     Procedures Regarding Insider Trading (collectively,  the "AllianceBernstein
     Insider Trading Policies"). A copy of the AllianceBernstein Insider Trading
     Policies may be found on the Legal and Compliance Department intranet site.
     All  AllianceBernstein  employees  are  required to be familiar  with these
     policies(2) and to abide by them.

6.   Personal Trading: Summary of Restrictions

     AllianceBernstein  recognizes the importance to its employees of being able
     to manage and develop their own and their dependents'  financial  resources
     through  long-term  investments  and  strategies.  However,  because of the
     potential conflicts of interest inherent in our business,  our industry and
     AllianceBernstein   have  implemented  certain  standards  and  limitations
     designed  to  minimize  these  conflicts  and help  ensure that we focus on
     meeting our duties as a fiduciary  for our  clients.  As a general  matter,
     AllianceBernstein   discourages   personal   investments  by  employees  in
     individual  securities  and  encourages  personal  investments  in  managed
     collective vehicles, such as mutual funds.


(2)  The  subject of  insider  trading  will be  covered  in various  Compliance
     training programs and materials.


                                      -4-


     AllianceBernstein  senior management believes it is important for employees
     to align their own personal  interests  with the  interests of our clients.
     Consequently,  employees  are  encouraged  to  invest  in the  mutual  fund
     products and services  offered by  AllianceBernstein,  where  available and
     appropriate.

     The policies  and  procedures  for  personal  trading are set forth in full
     detail in the  AllianceBernstein  Personal Trading Policies and Procedures,
     included in the Code as Appendix A. The following is a summary of the major
     restrictions  that apply to personal trading by employees,  their immediate
     family members and other financial dependents:

     o    Employees must disclose all of their securities  accounts to the Legal
          and Compliance Department;

     o    Employees   may  maintain   securities   accounts  only  at  specified
          designated broker-dealers;

     o    Employees  must  pre-clear  all  securities  trades with the Legal and
          Compliance   Department  (via  the   StarCompliance   Code  of  Ethics
          application) prior to placing trades with their  broker-dealer  (prior
          supervisory  approval is required  for  portfolio  managers,  research
          analysts,  traders, persons with access to AllianceBernstein research,
          and others designated by the Legal and Compliance Department);

     o    Employees  may only make five trades in individual  securities  during
          any rolling thirty calendar-day period;

     o    Employee purchases of individual  securities are subject to a one-year
          holding period;

     o    Employees  may not engage in  short-term  trading of a mutual  fund in
          violation of that fund's short-term trading policies;

     o    Employees may not participate in initial public offerings;

     o    Employees must get written approval, and make certain representations,
          in order to participate in limited or private offerings;

     o    Employees must submit initial and annual holding  reports,  disclosing
          all   securities   and   holdings   in   mutual   funds   managed   by
          AllianceBernstein held in personal accounts;

     o    Employees  must,  on a  quarterly  basis,  submit or  confirm  reports
          identifying  all  transactions in securities (and mutual funds managed
          by AllianceBernstein) in personal accounts;

     o    The Legal and Compliance Department has the authority to deny:

          a.   Any  personal  trade  by an  employee  if the  security  is being
               considered  for purchase or sale in a client  account,  there are
               open orders for the security on a trading  desk,  or the security
               appears on any AllianceBernstein restricted list;

          b.   Any short  sale by an  employee  for a  personal  account  if the
               security  is  being  held  long in  AllianceBernstein  -  managed
               portfolios; and

          c.   Any personal trade by a portfolio  manager or research analyst in
               a security  that is  subject to a blackout  period as a result of
               client portfolio trading or recommendations to clients.

     o    Separate  requirements and restrictions apply to Directors who are not
          employees of AllianceBernstein,  as explained in further detail in the
          AllianceBernstein Personal Trading Policies and Procedures,  Exhibit A
          of this document.


                                      -5-


     This  summary   should  not  be   considered  a  substitute   for  reading,
     understanding and complying with the detailed restrictions and requirements
     that  appear  in  the  AllianceBernstein   Personal  Trading  Policies  and
     Procedures, included as Appendix A to the Code.

7.   Outside Directorships and Other Outside Activities and Interests

     Although  activities  outside of  AllianceBernstein  are not  necessarily a
     conflict of interest,  a conflict may exist  depending  upon your  position
     within  AllianceBernstein  and  AllianceBernstein's  relationship  with the
     particular  activity  in  question.  Outside  activities  may also create a
     potential conflict of interest if they cause an AllianceBernstein  employee
     to choose between that interest and the interests of  AllianceBernstein  or
     any  client of  AllianceBernstein.  AllianceBernstein  recognizes  that the
     guidelines   in  this   Section  are  not   applicable   to   directors  of
     AllianceBernstein  who do not also  serve in  management  positions  within
     AllianceBernstein ("Outside Directors").

--------------------------------------------------------------------------------
     Important  Note for Research  Analysts:  Notwithstanding  the standards and
     prohibitions  that follow in this  section,  any  Employee  who acts in the
     capacity of a research  analyst is prohibited  from serving on any board of
     directors or trustees or in any other capacity with respect to any company,
     public or private,  whose business is directly or indirectly related to the
     industry covered by that research analyst.
--------------------------------------------------------------------------------

     (a)  Board Member or Trustee

          i.   No  AllianceBernstein  employee  shall  serve  on  any  board  of
               directors or trustees or in any other management  capacity of any
               unaffiliated public company.

          ii.  No  AllianceBernstein  employee  shall  serve  on  any  board  of
               directors or trustees or in any other management  capacity of any
               private  company  without  prior  written  approval  (other  than
               not-for-profit  organizations) from the employee's supervisor.(3)
               After obtaining  supervisory  approval,  the employee must obtain
               written authorization from  AllianceBernstein's  Chief Compliance
               Officer who will provide  final  approval.  This approval is also
               subject  to  review  by,  and  may  require  the   approval   of,
               AllianceBernstein's  Chief Executive Officer.  The decision as to
               whether  to  grant  such   authorization   will  be  based  on  a
               determination  that such service would not be  inconsistent  with
               the  interests of any client,  as well as an analysis of the time
               commitment    and    potential    personal     liabilities    and
               responsibilities  associated with the outside affiliation.(4) Any
               AllianceBernstein


(3)  No  approval  is   required   to  serve  as  a   trustee/board   member  of
     not-for-profit organizations such as religious organizations,  foundations,
     educational  institutions,  co-ops,  private clubs etc.,  provided that the
     organization  has not  issued,  and does not have  future  plans to  issue,
     publicly   held   securities,    including   debt   obligations.    Indeed,
     AllianceBernstein  recognizes  that its employees often engage in community
     service in their local  communities  and engage in a variety of  charitable
     activities,  and it commends such service. However, it is the duty of every
     AllianceBernstein  employee  to ensure that all  outside  activities,  even
     charitable or pro bono activities, do not constitute a conflict of interest
     or are not otherwise  inconsistent  with  employment by  AllianceBernstein.
     Accordingly,  although no  approval is  required,  each  employee  must use
     his/her  best  efforts  to ensure  that the  organization  does not use the
     employee's affiliation with AllianceBernstein,  including his/her corporate
     title,  in any  promotional  (other than a "bio"  section)  or  fundraising
     activities,  or to advance a specific mission or agenda of the entity. Such
     positions  also must be  reported to the firm  pursuant  to other  periodic
     requests for information (e.g., the AllianceBernstein 10-K questionnaire).

(4)  Such authorization requires an agreement on the part of the employee to not
     hold him or herself  out as acting on behalf of  AllianceBernstein  (or any
     affiliate) and to use best efforts to ensure that  AllianceBernstein's name
     (or  that  of any  AllianceBernstein  affiliated  company)  is not  used in
     connection with the proposed  affiliation  (other than in a "bio" section),
     and in particular, activities relating to fundraising or to the advancement
     of a specific entity mission or agenda.


                                      -6-


               employee  who  serves  as a  director,  trustee  or in any  other
               management  capacity  of any  private  company  must  resign that
               position prior to the company becoming a publicly traded company.

          iii. This  approval  requirement  applies  regardless  of  whether  an
               AllianceBernstein  employee  plans to serve as a  director  of an
               outside business  organization (1) in a personal  capacity or (2)
               as a representative of  AllianceBernstein  or of an entity within
               the AllianceBernstein Group holding a corporate board seat on the
               outside  organization  (e.g.,  where   AllianceBernstein  or  its
               clients  may  have  a  significant  but  non-controlling   equity
               interest in the outside company).

          iv.  New employees  with  pre-existing  relationships  are required to
               resign  from the boards of public  companies  and seek and obtain
               the  required  approvals  to  continue  to serve on the boards of
               private companies.

(b)      Other Affiliations

     AllianceBernstein   discourages  employees  from  committing  to  secondary
     employment, particularly if it poses any conflict in meeting the employee's
     ability to  satisfactorily  meet all job  requirements  and business needs.
     Before an  AllianceBernstein  employee  accepts a second job, that employee
     must:

     o    Immediately  inform his or her Department  Head and Human Resources in
          writing of the secondary employment;

     o    Ensure  that  AllianceBernstein's  business  takes  priority  over the
          secondary employment;

     o    Ensure that no conflict of interest exists between AllianceBernstein's
          business and the secondary  employment (see also, footnote 4, previous
          page); and

     o    Require no special accommodation for late arrivals,  early departures,
          or other special requests associated with the secondary employment.

     For  employees  associated  with  any  of  AllianceBernstein's   registered
     broker-dealer  subsidiaries,  written  approval  of  the  Chief  Compliance
     Officer  for the  subsidiary  is also  required.  (5)  New  employees  with
     pre-existing  relationships are required to ensure that their  affiliations
     conform to these restrictions, and must obtain the requisite approvals.

(c)  Outside Financial or Business Interests

     AllianceBernstein  employees  should be cautious  with  respect to personal
     investments  that may lead to conflicts of interest or raise the appearance
     of a conflict.  Conflicts  of  interest in this  context may arise in cases
     where an  AllianceBernstein  employee,  a member of his or her family, or a
     close personal acquaintance, holds a substantial interest in a company that
     has significant dealings with  AllianceBernstein or any of its subsidiaries
     either  on  a  recurring  or  "one-off"  basis.  For  example,   holding  a
     substantial interest in a family-controlled or other privately-held company
     that does business with, or competes against,  AllianceBernstein  or any of
     its  subsidiaries may give rise to a conflict of interest or the appearance
     of a conflict. In contrast,  holding shares in a widely-held public company
     that does business with


(5)  In the case of  AllianceBernstein  subsidiaries  that are holding companies
     for  consolidated  subgroups,  unless  otherwise  specified  by the holding
     company's  Chief  Executive  Officer,  this  approval may be granted by the
     Chief Executive  Officer or Chief  Financial  Officer of each subsidiary or
     business unit with such a consolidated subgroup.


                                      -7-


     AllianceBernstein  from  time to time  may not  raise  the  same  types  of
     concerns. Prior to making any such personal investments,  AllianceBernstein
     employees must pre-clear the  transaction,  in accordance with the Personal
     Trading  Policies and  Procedures,  attached as Exhibit A of this Code, and
     should consult as appropriate with their supervisor, the Conflicts Officer,
     General Counsel,  Chief Compliance  Officer or other  representative of the
     Legal and Compliance Department.

     AllianceBernstein employees should also be cautious with respect to outside
     business  interests that may create divided  loyalties,  divert substantial
     amounts of their time and/or  compromise their independent  judgment.  If a
     conflict  of  interest  situation  arises,  you  should  report  it to your
     supervisor,  the  Conflicts  Officer,  General  Counsel,  Chief  Compliance
     Officer and/or other representative of AllianceBernstein's  Human Resources
     or Legal and  Compliance  Department.  Business  transactions  that benefit
     relatives or close personal friends, such as awarding a service contract to
     them or a company in which  they have a  controlling  or other  significant
     interest,  may also create a conflict of  interest or the  appearance  of a
     conflict.  AllianceBernstein employees must consult their supervisor and/or
     the Conflicts Officer,  General Counsel,  Chief Compliance Officer or other
     representative  of   AllianceBernstein's   Human  Resources  or  Legal  and
     Compliance  Department  before  entering  into  any such  transaction.  New
     employees that have outside  financial or business  interests (as described
     herein)  should  report them as required and bring them to the attention of
     their supervisor immediately.

8.   Gifts, Entertainment and Inducements

     Business gifts and  entertainment  are designed to build goodwill and sound
     working  relationships  among  business  partners.  However,  under certain
     circumstances,  gifts,  entertainment,  favors, benefits, and/or job offers
     may be attempts to "purchase"  favorable  treatment.  Accepting or offering
     such inducements could raise doubts about an  AllianceBernstein  employee's
     ability  to  make  independent   business  judgments  in  our  clients'  or
     AllianceBernstein's  best interests.  For example, a problem would arise if
     (i) the receipt by an AllianceBernstein  employee of a gift,  entertainment
     or other  inducement  would  compromise,  or could be reasonably  viewed as
     compromising, that individual's ability to make objective and fair business
     decisions  on  behalf  of  AllianceBernstein  or its  clients,  or (ii) the
     offering by an AllianceBernstein employee of a gift, entertainment or other
     inducement  appears to be an attempt to obtain  business  through  improper
     means  or to gain  any  special  advantage  in our  business  relationships
     through improper means.

     These situations can arise in many different circumstances  (including with
     current  or  prospective   suppliers  and  clients)  and  AllianceBernstein
     employees  should  keep in mind  that  certain  types  of  inducements  may
     constitute illegal bribes, pay-offs or kickbacks. In particular,  the rules
     of  various  securities   regulators  place  specific  constraints  on  the
     activities of persons  involved in the sales and  marketing of  securities.
     AllianceBernstein  has  adopted  the Policy and  Procedures  for Giving and
     Receiving  Gifts and  Entertainment  to  address  these and other  matters.
     AllianceBernstein  Employees must  familiarize  themselves with this policy
     and comply with its requirements, which include reporting the acceptance of
     most business meals, gifts and entertainment to the Compliance  Department.
     A copy of this policy can be found on the Legal and  Compliance  Department
     intranet  site,  and will be supplied  by the  Compliance  Department  upon
     request.

     Each  AllianceBernstein  employee must use good judgment to ensure there is
     no violation of these  principles.  If you have any question or uncertainty
     about whether any gifts,  entertainment  or other type of  inducements  are
     appropriate,   please  contact  your  supervisor  or  a  representative  of


                                      -8-


     AllianceBernstein's  Legal and Compliance  Department  and/or the Conflicts
     Officer,  as appropriate.  If you feel  uncomfortable  utilizing the normal
     channels,  issues may be brought to the attention of the Company Ombudsman,
     who is an  independent,  informal  and  confidential  resource for concerns
     about  AllianceBernstein  business  matters  that may  implicate  issues of
     ethics or  questionable  practices.  Please see  Section 25 for  additional
     information on the Company Ombudsman.

9.   Dealings with Government Personnel/Foreign Corrupt Practices Act

     AllianceBernstein  employees  should be aware  that  practices  that may be
     acceptable  in the  commercial  business  environment  (such  as  providing
     certain transportation,  business meals,  entertainment and other things of
     nominal  value),  may be entirely  unacceptable  and even illegal when they
     relate to government  employees or others who act on a government's behalf.
     Therefore,  you  must be  aware  of and  adhere  to the  relevant  laws and
     regulations  governing relations between government employees and customers
     and suppliers in every country where you conduct business.

     No  AllianceBernstein  employee  may give money or gifts to any official or
     any  employee  of a  governmental  entity if doing so could  reasonably  be
     construed as having any inappropriate  connection with  AllianceBernstein's
     business  relationship.   Such  actions  are  prohibited  by  law  in  many
     jurisdictions.  It is the responsibility of all AllianceBernstein employees
     to adhere to the laws and regulations applicable in the jurisdictions where
     they do business.

     We expect all  AllianceBernstein  employees to refuse to make  questionable
     payments.  Any proposed  payment or gift to a government  official  must be
     reviewed  in  advance  by a  representative  of the  Legal  and  Compliance
     Department,  even if such  payment is common in the country of payment (see
     discussion  on Foreign  Corrupt  Practices  Act  below).  AllianceBernstein
     employees  should  be  aware  that  they do not  actually  have to make the
     payment  to  violate   AllianceBernstein's  policy  and  the  law--  merely
     offering,  promising or  authorizing  it will be  considered a violation of
     this Code.


     In  order  to  ensure  that  AllianceBernstein   fully  complies  with  the
     requirements  of the U.S.  Foreign  Corrupt  Practices Act (the "FCPA") and
     applicable  international  laws  regulating  payments  to  non-U.S.  public
     officials,  candidates  and political  parties,  employees must be familiar
     with the firm's policy with respect to the FCPA. Briefly, the FCPA makes it
     illegal (with civil and criminal  penalties) for  AllianceBernstein  and/or
     its  employees  and  agents,  to pay bribes to non-U.S.  officials  for the
     purpose of  obtaining  or keeping  business  (which  can  include  securing
     government   licenses  and  permits)  or  securing  an  improper   business
     advantage.  Accordingly,  the use of AllianceBernstein  funds or assets (or
     those of any third  party)  paid  directly  or  through  another  person or
     company  for  any  illegal,   improper  or  corrupt   purpose  is  strictly
     prohibited.


     General Rule: Under no circumstances  shall any  AllianceBernstein  persons
     offer,  promise or authorize any payment or benefit to a non-U.S.  official
     or to any person for the purpose of inducing the official to act or refrain
     from acting in relation to the  performance of his or her official  duties,
     particularly   if  action  or  inaction  by  the  official  may  result  in
     AllianceBernstein  obtaining or retaining  business or securing an improper
     business advantage.


     It is often  difficult  to  determine  at what  point a  business  courtesy
     extended to another  person crosses the line into becoming  excessive,  and
     what ultimately could be considered a bribe.


                                      -9-


     Therefore,  no  entertainment  or gifts may be offered,  or travel or hotel
     expenses paid, to any non-U.S.  official under any  circumstances,  without
     the express prior written approval (e-mail correspondence is acceptable) of
     the General Counsel,  Chief Compliance  Officer,  or their designees in the
     Legal and Compliance Department.




10.  Political Contributions by or on behalf of AllianceBernstein

     Election  laws  in  many   jurisdictions   generally   prohibit   political
     contributions by corporations to candidates.  Many local laws also prohibit
     corporate  contributions to local political  campaigns.  In accordance with
     these laws,  AllianceBernstein  does not make direct  contributions  to any
     candidates  for national or local offices where  applicable  laws make such
     contributions illegal. In these cases, contributions to political campaigns
     must not be, nor appear to be, made with or reimbursed by AllianceBernstein
     assets or resources.  AllianceBernstein  assets and resources  include (but
     are  not  limited  to)  AllianceBernstein  facilities,   personnel,  office
     supplies, letterhead,  telephones, electronic communication systems and fax
     machines.  This means that  AllianceBernstein  office facilities may not be
     used to host receptions or other events for political candidates or parties
     which are, or include any,  fund raising  activities or  solicitations.  In
     limited circumstances,  AllianceBernstein  office facilities may be used to
     host events for public office holders as a public  service,  but only where
     steps have been taken (such as not providing to the office holder a list of
     attendees) to avoid the facilitation of fund raising  solicitations  either
     during or after the  event,  and where the event has been  pre-approved  in
     writing by the General Counsel or Deputy General Counsel.

     Please see the Policy and  Procedures  for Giving and  Receiving  Gifts and
     Entertainment,  which can be found on the Legal and  Compliance  Department
     intranet  site,  for  a  discussion  relating  to  political  contributions
     suggested by clients.

     AllianceBernstein  employees who hold or seek to hold political office must
     do so on their own time,  whether through vacation,  after work hours or on
     weekends.  Additionally,  the employee  must notify the General  Counsel or
     Chief  Compliance  Officer prior to running for political  office to ensure
     that there are no conflicts of interest with AllianceBernstein business.

     Election laws in many  jurisdictions  allow  corporations  to establish and
     maintain  political action or similar  committees,  which may lawfully make
     campaign  contributions.  AllianceBernstein  or companies  affiliated  with
     AllianceBernstein may establish such committees or other mechanisms through
     which  AllianceBernstein  employees may make  political  contributions,  if
     permitted under the laws of the  jurisdictions  in which they operate.  Any
     questions  about this policy  should be directed to the General  Counsel or
     Chief Compliance Officer.

     AllianceBernstein  employees may make personal  political  contributions as
     they see fit in accordance  with all applicable  laws and the guidelines in
     the Policy and Procedures for Giving and Receiving Gifts and Entertainment.
     Certain  employees  involved with the offering or distribution of municipal
     fund  securities  (e.g.,  a "529 Plan") or acting as a director for certain
     subsidiaries,   must  also  adhere  to  the   restrictions   and  reporting
     requirements of the Municipal Securities Rulemaking Board.


                                      -10-


11.  "Ethical Wall" Policy

     AllianceBernstein  has established the Policy and Procedures to Control the
     Flow and Use of Material Non-Public  Information ("Ethical Wall Policy"), a
     copy of which can be found on the Legal and Compliance  Department intranet
     site.  This  policy  was  established  to  prevent  the  flow  of  material
     non-public  information  about a  listed  company  or its  securities  from
     AllianceBernstein  employees who receive such  information in the course of
     their employment to those AllianceBernstein employees performing investment
     management activities. If "Ethical Walls" are in place, AllianceBernstein's
     investment  management  activities  may continue  despite the  knowledge of
     material  non-public  information  by  other  AllianceBernstein   employees
     involved in different parts of  AllianceBernstein's  business.  "Investment
     management  activities"  involve  making,  participating  in, or  obtaining
     information  regarding purchases or sales of securities of public companies
     or making, or obtaining information about,  recommendations with respect to
     purchases or sales of such securities. Given AllianceBernstein's  extensive
     investment    management    activities,    it   is   very   important   for
     AllianceBernstein     employees    to    familiarize     themselves    with
     AllianceBernstein's Ethical Wall Policy and abide by it.

12.  Use of Client Relationships

     As discussed previously, AllianceBernstein owes fiduciary duties to each of
     our clients.  These  require that our actions with respect to client assets
     or vendor  relationships be based solely on the clients' best interests and
     avoid any appearance of being based on our own self-interest. Therefore, we
     must avoid using client assets or relationships to inappropriately  benefit
     AllianceBernstein.

     Briefly, AllianceBernstein regularly acquires services directly for itself,
     and  indirectly  on  behalf of its  clients  (e.g.,  brokerage,  investment
     research, custody, administration, auditing, accounting, printing and legal
     services).  Using the existence of these  relationships to obtain discounts
     or favorable pricing on items purchased directly for  AllianceBernstein  or
     for clients  other than those paying for the services may create  conflicts
     of interest.  Accordingly,  business relationships  maintained on behalf of
     our clients may not be used to leverage pricing for AllianceBernstein  when
     acting for its own account  unless all pricing  discounts and  arrangements
     are shared  ratably with those clients whose  existing  relationships  were
     used  to  negotiate  the  arrangement  and  the  arrangement  is  otherwise
     appropriate under relevant legal/regulatory  guidelines.  For example, when
     negotiating  printing  services for the  production of  AllianceBernstein's
     Form 10-K and annual report, we may not ask the proposed vendor to consider
     the volume of printing business that they may get from AllianceBernstein on
     behalf of the  investment  funds we manage when  proposing a price.  On the
     other hand,  vendor/service  provider  relationships with AllianceBernstein
     may be used to leverage pricing on behalf of AllianceBernstein's clients.


     In  summary,  while  efforts  made to  leverage  our buying  power are good
     business,  efforts to obtain a benefit for AllianceBernstein as a result of
     vendor relationships that we structure or maintain on behalf of clients may
     create conflicts of interest, which should be escalated and addressed.

13.  Corporate Opportunities and Resources

     AllianceBernstein  employees owe a duty to AllianceBernstein to advance the
     firm's legitimate interests when the opportunity to do so arises and to use
     corporate resources exclusively for that


                                      -11-


     purpose.  Corporate  opportunities  and resources must not be taken or used
     for personal gain. AllianceBernstein Employees are prohibited from:

     o    Taking for  themselves  personally  opportunities  that are discovered
          through the use of company property, information or their position;

     o    Using  company  property,  information,  resources  or  their  company
          position for personal gain; and

     o    Competing with AllianceBernstein directly or indirectly.

     Please  also refer to the Policy and  Procedures  for Giving and  Receiving
     Gifts and Entertainment,  and its Appendix B, the Code of Conduct Regarding
     the Purchase of Products and  Services on Behalf of  AllianceBernstein  and
     its  Clients,  which can be found on the Legal  and  Compliance  Department
     intranet site.

14.  Antitrust and Fair Dealing

     AllianceBernstein  believes that the welfare of consumers is best served by
     economic competition. Our policy is to compete vigorously, aggressively and
     successfully in today's increasingly competitive business climate and to do
     so at all times in compliance  with all applicable  antitrust,  competition
     and fair  dealing  laws in all the markets in which we operate.  We seek to
     excel while operating  honestly and ethically,  never through taking unfair
     advantage of others.  Each  AllianceBernstein  employee  should endeavor to
     deal fairly with AllianceBernstein's customers, suppliers,  competitors and
     other  AllianceBernstein  employees.  No one should take  unfair  advantage
     through  manipulation,   concealment,   abuse  of  privileged  information,
     misrepresentation of material facts or any other unfair dealing practices.

     The  antitrust  laws of many  jurisdictions  are  designed  to  preserve  a
     competitive economy and promote fair and vigorous  competition.  We are all
     required  to comply  with  these  laws and  regulations.  AllianceBernstein
     employees  involved in  marketing,  sales and  purchasing,  contracts or in
     discussions  with competitors  have a particular  responsibility  to ensure
     that  they  understand  our  standards  and are  familiar  with  applicable
     competition  laws.  Because  these laws are  complex  and can vary from one
     jurisdiction  to  another,  AllianceBernstein  employees  are urged to seek
     advice from the General  Counsel,  Chief  Compliance  Officer or  Corporate
     Secretary  if  questions  arise.  Please  also  refer  to  the  Policy  and
     Procedures for Giving and Receiving Gifts and  Entertainment,  which can be
     found  on  the  Legal  and  Compliance  Department  intranet  site,  for  a
     discussion relating to some of these issues.

15.  Recordkeeping and Retention

     Properly  maintaining  and  retaining  company  records  is of  the  utmost
     importance.  AllianceBernstein  employees are responsible for ensuring that
     AllianceBernstein's  business records are properly  maintained and retained
     in accordance with  applicable  laws and  regulations in the  jurisdictions
     where  it  operates.   AllianceBernstein   Employees   should   familiarize
     themselves with these laws and regulations. Please see the Record Retention
     Policy on the Legal and Compliance intranet site for more information.

16.  Improper Influence on Conduct of Audits


                                      -12-


     AllianceBernstein  employees, and persons acting under their direction, are
     prohibited  from  taking  any  action to  coerce,  manipulate,  mislead  or
     fraudulently   influence  any  independent   public  or  certified   public
     accountant   engaged  in  the   performance   of  an  audit  or  review  of
     AllianceBernstein's financial statements. The following is a non-exhaustive
     list of actions that might constitute improper influence:

     o    Offering or paying bribes or other financial incentives to an auditor,
          including  offering  future  employment  or  contracts  for  audit  or
          non-audit services;

     o    Knowingly  providing an auditor with inaccurate or misleading legal or
          financial analysis;

     o    Threatening  to  cancel  or  canceling  existing  non-audit  or  audit
          engagements if the auditor objects to the company's accounting; or

     o    Seeking to have a partner or other team member  removed from the audit
          engagement because such person objects to the company's accounting.

17.      Accuracy of Disclosure

     Securities  and  other  laws  impose  public  disclosure   requirements  on
     AllianceBernstein  and  require it to  regularly  file  reports,  financial
     information  and make other  submissions  to various  regulators  and stock
     market  authorities  around the globe.  Such reports and  submissions  must
     comply  with  all  applicable  legal   requirements  and  may  not  contain
     misstatements or omit material facts.

     AllianceBernstein  employees  who are  directly or  indirectly  involved in
     preparing such reports and submissions,  or who regularly  communicate with
     the press, investors and analysts concerning AllianceBernstein, must ensure
     within  the scope of the  employee's  job  activities  that  such  reports,
     submissions and  communications  are (i) full, fair,  timely,  accurate and
     understandable,  and (ii) meet applicable legal requirements.  This applies
     to all public disclosures,  oral statements,  visual  presentations,  press
     conferences  and media calls  concerning  AllianceBernstein,  its financial
     performance    and   similar    matters.    In    addition,    members   of
     AllianceBernstein's   Board,   executive  officers  and   AllianceBernstein
     employees  who regularly  communicate  with analysts or actual or potential
     investors   in   AllianceBernstein    securities   are   subject   to   the
     AllianceBernstein Regulation FD Compliance Policy. A copy of the policy can
     be found on the Legal and Compliance Department intranet site.

18.  Confidentiality

     AllianceBernstein  employees must maintain the confidentiality of sensitive
     non-public  and  other  confidential   information  entrusted  to  them  by
     AllianceBernstein  or its clients and  vendors and must not  disclose  such
     information  to  any  persons  except  when  disclosure  is  authorized  by
     AllianceBernstein or mandated by regulation or law. However, disclosure may
     be made to (1) other AllianceBernstein employees who have a bona-fide "need
     to  know"  in   connection   with  their   duties,   (2)  persons   outside
     AllianceBernstein  (such as attorneys,  accountants or other  advisers) who
     need to know in  connection  with a  specific  mandate or  engagement  from
     AllianceBernstein  or who otherwise  have a valid  business or legal reason
     for receiving it and have executed appropriate  confidentiality agreements,
     or (3) regulators  pursuant to an appropriate  written request (see Section
     23).


                                      -13-


     Confidential  information includes all non-public information that might be
     of use to competitors,  or harmful to  AllianceBernstein or our clients and
     vendors, if disclosed. The identity of certain clients may be confidential,
     as well.  Intellectual  property (such as confidential product information,
     trade secrets, patents,  trademarks, and copyrights),  business,  marketing
     and service plans,  databases,  records,  salary  information,  unpublished
     financial  data and  reports  as well as  information  that  joint  venture
     partners,  suppliers or customers  have  entrusted to us are also viewed as
     confidential  information.  Please  note that the  obligation  to  preserve
     confidential    information    continues   even   after   employment   with
     AllianceBernstein ends.

     To safeguard confidential information,  AllianceBernstein  employees should
     observe at least the following procedures:

     o    Special  confidentiality  arrangements  may be  required  for  certain
          parties,   including  outside  business  associates  and  governmental
          agencies  and  trade  associations,  seeking  access  to  confidential
          information;

     o    Papers  relating  to  non-public   matters  should  be   appropriately
          safeguarded;

     o    Appropriate  controls for the  reception  and oversight of visitors to
          sensitive areas should be implemented and maintained;

     o    Document  control  procedures,  such  as  numbering  counterparts  and
          recording their distribution, should be used where appropriate;

     o    If an  AllianceBernstein  employee is out of the office in  connection
          with a  material  non-public  transaction,  staff  members  should use
          caution in disclosing the AllianceBernstein employee's location;

     o    Sensitive  business  conversations,   whether  in  person  or  on  the
          telephone, should be avoided in public places and care should be taken
          when using  portable  computers and similar  devices in public places;
          and

     o    E-mail  messages  and  attachments   containing   material  non-public
          information  should be  treated  with  similar  discretion  (including
          encryption, if appropriate) and recipients should be made aware of the
          need to exercise similar discretion.

19.  Protection and Proper Use of AllianceBernstein Assets

     AllianceBernstein  employees have a  responsibility  for  safeguarding  and
     making  proper and  efficient use of  AllianceBernstein's  property.  Every
     AllianceBernstein    employee   also   has   an   obligation   to   protect
     AllianceBernstein's  property  from loss,  fraud,  damage,  misuse,  theft,
     embezzlement  or  destruction.   Acts  of  fraud,   theft,   loss,  misuse,
     carelessness   and   waste  of   assets   may  have  a  direct   impact  on
     AllianceBernstein's  profitability.  Any situations or incidents that could
     lead  to  the  theft,  loss,   fraudulent  or  other  misuse  or  waste  of
     AllianceBernstein  property  should be  reported  to your  supervisor  or a
     representative  of   AllianceBernstein's   Human  Resources  or  Legal  and
     Compliance  Department  as soon as they  come to an  employee's  attention.
     Should an employee feel uncomfortable utilizing the normal channels, issues
     may  be  brought  to the  attention  of the  Company  Ombudsman,  who is an
     independent,   informal  and  confidential   resource  for  concerns  about
     AllianceBernstein  business  matters that may implicate issues of ethics or
     questionable practices. Please see Section 25 for additional information on
     the Company Ombudsman.


                                      -14-


20.   Policy on Intellectual Property

     (a)  Overview

     Ideas,  inventions,  discoveries and other forms of so-called "intellectual
     property" are becoming increasingly important to all businesses,  including
     ours.  Recently,  financial  services  companies have been applying for and
     obtaining  patents  on their  financial  product  offerings  and  "business
     methods" for both offensive and defensive purposes.  For example,  business
     method patents have been obtained for information  processing systems, data
     gathering and  processing  systems,  billing and  collection  systems,  tax
     strategies, asset allocation strategies and various other financial systems
     and  strategies.  The  primary  goals of the  AllianceBernstein  policy  on
     intellectual   property  are  to  preserve  our  ability  to  use  our  own
     proprietary  business  methods,  protect  our  IP  investments  and  reduce
     potential risks and liabilities.

     (b)  Employee Responsibilities

          o    New  Products  and  Methods.  Employees  must  maintain  detailed
               records and all work  papers  related to the  development  of new
               products and methods in a safe and secure location.

          o    Trademarks.  Clearance  must  be  obtained  from  the  Legal  and
               Compliance  Department  before  any new word,  phrase or  slogan,
               which  we  consider   proprietary   and  in  need  of   trademark
               protection,  is  adopted  or used in any  written  materials.  To
               obtain clearance, the proposed word, phrase or slogan and a brief
               description  of the products or services for which it is intended
               to be used  should be  communicated  to the Legal and  Compliance
               Department  sufficiently  well in  advance  of any  actual use in
               order to permit any necessary clearance investigation.

     (c)  Company Policies and Practices

          o    Ownership.    Employees   acknowledge   that   any   discoveries,
               inventions, or improvements (collectively,  "Inventions") made or
               conceived by them in connection  with,  and during the course of,
               their  employment  belong,  and  automatically  are assigned,  to
               AllianceBernstein. AllianceBernstein can keep any such Inventions
               as trade  secrets or  include  them in patent  applications,  and
               Employees will assist  AllianceBernstein  in doing so.  Employees
               agree  to  take  any  action   requested  by   AllianceBernstein,
               including the execution of  appropriate  agreements  and forms of
               assignment, to evidence the ownership by AllianceBernstein of any
               such Invention.

          o    Use of Third Party Materials. In performing one's work for, or on
               behalf  of   AllianceBernstein,   Employees  will  not  knowingly
               disclose or otherwise make  available,  or  incorporate  anything
               that  is   proprietary   to  a  third  party  without   obtaining
               appropriate permission.


                                      -15-


          o    Potential   Infringements.   Any  concern  regarding   copyright,
               trademark,   or  patent   infringement   should  be   immediately
               communicated to the Legal and Compliance Department. Questions of
               infringement  by  AllianceBernstein   will  be  investigated  and
               resolved as promptly as possible.

     By certifying in accordance  with Section 27 of this Code,  the  individual
     subject to this Code agrees to comply with AllianceBernstein's policies and
     practices related to intellectual property as described in this Section 20.

21.  Compliance Practices and Policies of Group Subsidiaries

     AllianceBernstein  is  considered  for most  purposes to be a subsidiary of
     AXA, a French  holding  company  doing  business  in more than more than 50
     countries  around  the world,  each of which has its own  unique  business,
     legal and  regulatory  environment.  Various AXA Group  companies,  such as
     AllianceBernstein,  have adopted their own compliance  policies  adapted to
     their specific businesses and to the specific legal, regulatory and ethical
     environments in the country or countries where they do business,  which the
     AXA Group encourages for all its companies as a matter of "best practices."
     The AXA Group has adopted a Compliance  Guide,  and AXA  Financial  has put
     forth a Policy Statement on Ethics, both of which are included on the Legal
     and Compliance  Department intranet site.  AllianceBernstein  employees are
     subject to these AXA policy  statements  and should  therefore  be familiar
     with their requirements.

     Importantly,  all AXA Group employees are able to submit  anonymously,  any
     concerns they may have regarding  accounting,  internal control or auditing
     matters,   including  fraud,  directly  to  the  Chairman  of  AXA's  Audit
     Committee.  The Chairman of AXA's Audit Committee has a dedicated fax (+331
     4500  3016) to  receive  these  concerns  from  Group  employees.  See also
     Sections 24 and 25 for AllianceBernstein's  "whistleblower"  protection and
     related reporting mechanisms.

22.      Exceptions from the Code

     In addition to the exceptions  contained within the specific  provisions of
     the Code,  the General  Counsel,  Chief  Compliance  Officer (or his or her
     designee) may, in very limited circumstances,  grant other exceptions under
     any  Section  of this Code on a  case-by-case  basis,  under the  following
     procedures:

     (a)  Written Statement and Supporting Documentation

          The individual seeking the exception furnishes to the Chief Compliance
          Officer, as applicable:

          (1)  A written statement detailing the efforts made to comply with the
               requirement from which the individual seeks an exception;

          (2)  A written statement containing a representation and warranty that
               (i) compliance with the  requirement  would impose a severe undue
               hardship on the individual  and (ii) the exception  would not, in
               any  manner or  degree,  harm or  defraud a client,  violate  the
               general  principles  herein or  compromise  the  individual's  or
               AllianceBernstein's fiduciary duty to any client; and

          (3)  Any supporting  documentation  that the Chief Compliance  Officer
               may require.


                                      -16-


     (b)  Compliance Interview

     The Chief  Compliance  Officer (or designee) will conduct an interview with
     the  individual  or take such other steps  deemed  appropriate  in order to
     determine  that granting the  exception  will not, in any manner or degree,
     harm or  defraud  a  client,  violate  the  general  principles  herein  or
     compromise the  individual's or  AllianceBernstein's  fiduciary duty to any
     client;   and  will  maintain  all  written   statements   and   supporting
     documentation,  as well as  documentation  of the  basis for  granting  the
     exception.

     PLEASE  NOTE:  To the extent  required  by law or NYSE rule,  any waiver or
     amendment  of  this  Code  for   AllianceBernstein's   executive   officers
     (including  AllianceBernstein's  Chief Executive  Officer,  Chief Financial
     Officer,  and Principal  Accounting  Officer) or directors shall be made at
     the discretion of the Board of  AllianceBernstein  Corporation and promptly
     disclosed  to the  unitholders  of  AllianceBernstein  Holding  pursuant to
     Section 303A.10 of the NYSE Exchange Listed Company Manual.

23.      Regulatory Inquiries, Investigations and Litigation

     (a)  Requests for Information

          Governmental  agencies and regulatory  organizations  may from time to
          time conduct surveys or make inquiries that request  information about
          AllianceBernstein,  its  customers or others that  generally  would be
          considered confidential or proprietary.

          All  regulatory  inquiries  concerning  AllianceBernstein  are  to  be
          handled by the Chief Compliance Officer or General Counsel.  Employees
          receiving such inquiries should refer such matters  immediately to the
          Legal and Compliance Department.

     (b)  Types of Inquiries

          Regulatory  inquiries  may be received by mail,  e-mail,  telephone or
          personal visit.  In the case of a personal  visit,  demand may be made
          for the immediate  production  or  inspection of documents.  While any
          telephone or personal inquiry should be handled in a courteous manner,
          the  caller or  visitor  should be  informed  that  responses  to such
          requests  are the  responsibility  of  AllianceBernstein's  Legal  and
          Compliance Department.  Therefore, the visitor should be asked to wait
          briefly  while  a call  is made to the  Chief  Compliance  Officer  or
          General  Counsel  for  guidance  on how to  proceed.  In the case of a
          telephone  inquiry,  the  caller  should  be  referred  to  the  Chief
          Compliance  Officer or General  Counsel or informed  that his/her call
          will be  promptly  returned.  Letter  or  e-mail  inquiries  should be
          forwarded promptly to the Chief Compliance Officer or General Counsel,
          who will provide an appropriate response.

     (c)  Responding to Information Requests

          Under no  circumstances  should any  documents or material be released
          without  prior  approval  of the Chief  Compliance  Officer or General
          Counsel.  Likewise,  no employee should have  substantive  discussions
          with any regulatory  personnel without prior  consultation with either
          of these  individuals.  Note that this  policy  is  standard  industry
          practice and should not evoke adverse  reaction  from any  experienced
          regulatory personnel.  Even if an objection to such delay is made, the
          policy is fully within the law and no exceptions should be made.


                                      -17-


     (d)  Use of Outside Counsel

          It is the  responsibility  of the Chief Compliance  Officer or General
          Counsel  to  inform  AllianceBernstein's   outside  counsel  in  those
          instances deemed appropriate and necessary.

     (e)  Regulatory Investigation

          Any  employee  that  is  notified  that  they  are  the  subject  of a
          regulatory  investigation,  whether  in  connection  with  his  or her
          activities  at  AllianceBernstein  or  at a  previous  employer,  must
          immediately notify the Chief Compliance Officer or General Counsel.

     (f)  Litigation

          Any  receipt  of  service  or  other  notification  of  a  pending  or
          threatened  action against the firm should be brought to the immediate
          attention of the General Counsel or Chief  Compliance  Officer.  These
          individuals  also  should  be  informed  of any  instance  in which an
          employee is sued in a matter involving his/her activities on behalf of
          AllianceBernstein.  Notice  also  should  be given to  either of these
          individuals   upon  receipt  of  a  subpoena  for   information   from
          AllianceBernstein relating to any matter in litigation or receipt of a
          garnishment lien or judgment against the firm or any of its clients or
          employees.  The  General  Counsel  or Chief  Compliance  Officer  will
          determine the appropriate response.

24.      Compliance and Reporting of Misconduct / "Whistleblower" Protection

          No  Code  can  address  all  specific  situations.  Accordingly,  each
          AllianceBernstein  employee is responsible for applying the principles
          set forth in this Code in a responsible  fashion and with the exercise
          of good judgment and common sense.  Whenever  uncertainty  arises,  an
          AllianceBernstein  employee  should seek guidance from an  appropriate
          supervisor  or a  representative  of Human  Resources or the Legal and
          Compliance Department before proceeding.

     All  AllianceBernstein  employees  should  promptly report any practices or
     actions the employee  believes to be inappropriate or inconsistent with any
     provisions of this Code. In addition all employees must promptly report any
     actual  violations  of the Code to the General  Counsel,  Chief  Compliance
     Officer or a designee.  Any person reporting a violation in good faith will
     be protected against reprisals.

     If you feel  uncomfortable  utilizing  the formal  channels,  issues may be
     brought to the attention of the Company  Ombudsman,  who is an independent,
     informal and  confidential  resource for concerns  about  AllianceBernstein
     business  matters  that may  implicate  issues of  ethics  or  questionable
     practices.  Please see Section 25 for additional information on the Company
     Ombudsman.  AllianceBernstein  employees  may also  utilize the AXA Group's
     anonymous reporting mechanism as detailed in Section 21.

25.  Company Ombudsman


                                      -18-

     AllianceBernstein's  Company  Ombudsman  provides a neutral,  confidential,
     informal and independent communications channel where any AllianceBernstein
     employee can obtain  assistance  in surfacing  and  resolving  work-related
     issues. The primary purpose of the Ombudsman is to help  AllianceBernstein:

     o    Safeguard  its  reputation  and  financial,  human and  other  company
          assets;

     o    Maintain an ethical and fiduciary culture;

     o    Demonstrate and achieve its commitment to "doing the right thing;" and

     o    Comply with relevant provisions of the Sarbanes-Oxley Act of 2002, the
          U.S. Sentencing Guidelines,  as well as  AllianceBernstein's  2003 SEC
          Order,   New  York  Stock   Exchange  Rule  303A.10  and  other  laws,
          regulations and policies.

     The Ombudsman seeks to provide early warnings and to identify  changes that
     will prevent malfeasance and workplace issues from becoming  significant or
     recurring.   The   Ombudsman   has  a   reporting   relationship   to   the
     AllianceBernstein  CEO,  the Audit  Committee  of the Board of Directors of
     AllianceBernstein     Corporation    and    independent     directors    of
     AllianceBernstein's U.S. mutual fund boards.

     Any type of work-related  issue may be brought to the Ombudsman,  including
     potential or actual financial malfeasance,  security matters, inappropriate
     business practices,  compliance issues,  unethical behavior,  violations of
     law, health and safety issues, and employee relations issues. The Ombudsman
     supplements,  but does not replace  existing  formal channels such as Human
     Resources,  Legal  and  Compliance,   Internal  Audit,  Security  and  line
     management.

26.  Sanctions

     Upon   learning   of  a  violation   of  this  Code,   any  member  of  the
     AllianceBernstein  Group,  with the advice of the  General  Counsel,  Chief
     Compliance  Officer and/or the  AllianceBernstein  Code of Ethics Oversight
     Committee,  may impose such  sanctions  as such member  deems  appropriate,
     including,  among  other  things,   restitution,   censure,  suspension  or
     termination  of  service.  Persons  subject to this Code who fail to comply
     with it may also be violating  the U.S.  federal  securities  laws or other
     federal, state or local laws within their particular jurisdictions.

27.  Annual Certifications

     Each  person  subject to this Code must  certify at least  annually  to the
     Chief Compliance  Officer that he or she has read and understands the Code,
     recognizes  that he or she is  subject  hereto  and has  complied  with its
     provisions and disclosed or reported all personal  securities  transactions
     and other items  required to be disclosed or reported  under the Code.  The
     Chief Compliance Officer may require interim certifications for significant
     changes to the Code.


                                      -19-





                                   APPENDIX A

                             ALLIANCEBERNSTEIN L.P.

                    PERSONAL TRADING POLICIES AND PROCEDURES
1.   Overview

     (a)  Introduction

     AllianceBernstein  recognizes the importance to its employees of being able
     to manage and develop their own and their dependents'  financial  resources
     through  long-term  investments  and  strategies.  However,  because of the
     potential conflicts of interest inherent in our business,  our industry and
     AllianceBernstein   have  implemented  certain  standards  and  limitations
     designed  to  minimize  these  conflicts  and help  ensure that we focus on
     meeting  our duties as a fiduciary  for our  clients.  Employees  should be
     aware that their ability to liquidate  positions may be severely restricted
     under  these  policies,   including  during  times  of  market  volatility.
     Therefore,  as a general  matter,  AllianceBernstein  discourages  personal
     investments by employees in individual  securities and encourages  personal
     investments in managed collective vehicles, such as mutual funds.

     AllianceBernstein  senior management believes it is important for employees
     to align their own personal  interests  with the  interests of our clients.
     Consequently,  employees  are  encouraged  to  invest  in the  mutual  fund
     products and services  offered by  AllianceBernstein,  where  available and
     appropriate.

     (b)  Definitions

     The  following  definitions  apply for  purposes of this  Appendix A of the
     Code; however additional definitions are contained in the text itself.(6)

          1.   "AllianceBernstein"    means    AllianceBernstein    L.P.,    its
               subsidiaries and its joint venture entities.

          2.   "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.


(1)  Due  to  the  importance   that   AllianceBernstein   places  on  promoting
     responsible  personal  trading,  we have applied the  definition of "access
     person," as used in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the
     Advisers Act, and related requirements to all  AllianceBernstein  employees
     and  officers.   We  have  drafted  special  provisions  for  directors  of
     AllianceBernstein who are not also employees of AllianceBernstein.


                                      A-1


               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.

          3.   "Client"  means any person or  entity,  including  an  investment
               company, for which AllianceBernstein serves as investment manager
               or adviser.

          4.   "Chief Compliance  Officer" refers to  AllianceBernstein's  Chief
               Compliance Officer.

          5.   "Code of Ethics Oversight  Committee"  refers to the committee of
               AllianceBernstein's  senior  officers  that  is  responsible  for
               monitoring compliance with the Code.

          6.   "Conflicts  Officer"  refers  to  AllianceBernstein's   Conflicts
               Officer, who reports to the Chief Compliance Officer.

          7.   "Control"  has the  meaning  set forth in Section  2(a)(9) of the
               1940 Act.

          8.   "Director"  means any  person  who  serves in the  capacity  of a
               director of AllianceBernstein Corporation.  "Affiliated Director"
               means any Director who is not an Employee (as defined  below) but
               who   is   an   employee   of   an   entity    affiliated    with
               AllianceBernstein.  "Outside  Director" means any Director who is
               neither an  Employee  (as  defined  below) nor an  employee of an
               entity affiliated with AllianceBernstein.

          9.   "Employee"  refers to any person who is an employee or officer of
               AllianceBernstein,  including part-time employees and consultants
               (acting  in  the  capacity  of a  portfolio  manager,  trader  or
               research analyst) under the Control of AllianceBernstein.

          10.  "Initial  Public   Offering"  means  an  offering  of  Securities
               registered under the Securities Act of 1933 (the "1933 Act"), the
               issuer of which,  immediately  before the  registration,  was not
               subject to the reporting  requirements of Sections 13 or 15(d) of
               the  Exchange  Act, as well as similar  offerings  of  Securities
               issued outside the United States.

          11.  "Investment Personnel" refers to:

               a.   Any  Employee  who  acts  in  the  capacity  of a  portfolio
                    manager,  research  analyst or trader or any other  capacity
                    (such  as an  assistant  to  one of  the  foregoing)  and in
                    connection   with  his  or  her  regular   duties  makes  or
                    participates in making,  or is in a position to be aware of,
                    recommendations regarding the purchase or sale of securities
                    by a Client;

               b.   Any  Employee  who  receives  the  AllianceBernstein  Global
                    Equity Review or has access to the AllianceBernstein Express
                    Research database, or Research Wire;


                                      A-2


               c.   Any  Employees   participating   in   (including   passively
                    listening to) "morning calls" for any of the managed account
                    disciplines or broker-dealer subsidiaries;

               d.   Any  other  Employee  designated  as such by the  Legal  and
                    Compliance Department; or

               e.   Any natural  person who Controls  AllianceBernstein  and who
                    obtains  information  concerning  recommendations  made to a
                    Client  regarding  the purchase or sale of securities by the
                    Client.

               12.  "Limited  Offering"  means an  offering  that is exempt from
                    registration under the 1933 Act pursuant to Sections 4(2) or
                    4(6)  thereof or pursuant to Rules 504, 505 or 506 under the
                    1933  Act,  as  well  as  similarly  exempted  offerings  of
                    Securities issued outside the United States.  Investments in
                    hedge  funds  are  typically  sold  in  a  limited  offering
                    setting.

               13.  "Ombudsman"     means    the    Company     Ombudsman     of
                    AllianceBernstein, or any of his/her staff members.

               14.  "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  Securities may be traded
                    or  custodied,  and in which an Employee has any  Beneficial
                    Ownership,  and  any  such  account  maintained  by or for a
                    financial  dependent  of  an  Employee.  For  example,  this
                    definition includes Personal Accounts of:

                    a.   An  Employee's  spouse/domestic  partner  (of  same  or
                         opposite  gender),  including  a legally  separated  or
                         divorced spouse who is a financial dependent;

                    b.   Financial  dependents  of an Employee,  including  both
                         those residing with the Employee and those not residing
                         with  the  Employee,   such  as  financially  dependent
                         children away at college; and

                    c.   Any person or entity for which the  Employee  acts as a
                         fiduciary (e.g.,  acting as a Trustee) or who has given
                         investment  discretion  to  the  Employee,  other  than
                         accounts  over which the employee has  discretion  as a
                         result    of   his   or   her    responsibilities    at
                         AllianceBernstein.

                    Personal  Accounts  include  any  account  meeting the above
                    definition  even if the Employee has given  discretion  over
                    the account to someone else.

               15.  "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.

               16.  "Security" has the meaning set forth in Section  2(a)(36) of
                    the  Investment  Company  Act and  includes  any  derivative
                    thereof,  commodities,  options or forward contracts, except
                    that it shall not include:

                    a.   Securities  issued  by the  government  of  the  United
                         States;


                                      A-3

                    b.   Short-term   debt   securities   that  are   government
                         securities  within the  meaning of Section  2(a)(16) of
                         the Investment Company Act;

                    c.   Shares issued by money market funds;

                    d.   Shares  issued by  open-end  mutual  funds,  other than
                         Exchange-Traded Funds ("ETFs") and mutual funds managed
                         by AllianceBernstein; and

                    e.   Bankers'  acceptances,  bank  certificates  of deposit,
                         commercial   paper,   high  quality   short-term   debt
                         instruments  and  such  other  instruments  as  may  be
                         designated  from time to time by the  Chief  Compliance
                         Officer.


                    IMPORTANT NOTE: Exchange-Traded Funds are covered under this
                    definition  of Security,  and  therefore  are subject to the
                    governing rules. (See exceptions in Sections 2(d)(ii),  2(e)
                    and 2(f)(ii) of this Appendix.)

               17.  A Security is "Being Considered for Purchase or Sale" when:

                    a.   An  AllianceBernstein  Growth  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;

                    b.   A portfolio  manager has  indicated  (e.g.,  during the
                         daily  Growth  morning  call or  identified  as a Value
                         priority  purchase/sale,   or  otherwise)  his  or  her
                         intention to purchase or sell a Security; or

                    c.   An open order(7) in the Security exists on any buy-side
                         trading desk.


                    This is not an  exhaustive  list.  At the  discretion of the
                    Legal and  Compliance  Department,  a Security may be deemed
                    "Being  Considered for Purchase or Sale" even if none of the
                    above  events  have  occurred,  particularly  if a portfolio
                    manager  is  contemplating  the  purchase  or  sale  of that
                    Security,   as  evidenced   by  e-mails  or  the   manager's
                    preparation of, or request for, research.

               18.  "Security held or to be acquired or sold" means:

                    a.   Any Security which,  within the most recent 15 days (i)
                         is   or   has   been   held   by   a   Client   in   an
                         AllianceBernstein-managed  account  or (ii) is being or
                         has been considered by  AllianceBernstein  for purchase
                         or sale for the Client; and

                    b.   Any  option  to  purchase  or  sell,  and any  Security
                         convertible into or exchangeable for, a Security.

               19.  "StarCompliance   Code  of  Ethics  application"  means  the
                    web-based  application  used  to  electronically   pre-clear
                    personal  securities  transactions  and  file  many  of  the


(2)  Defined as any  client  order on a Growth  trading  desk which has not been
     completely executed, as well as any "significant" open Value client orders,
     or Value  "priority"  purchases or sales, as those terms are defined by the
     applicable Value SBU CIO.


                                      A-4


                    reports required herein. The application can be accessed via
                    the          AllianceBernstein          network          at:
                    https://alliance.starcompliance.com.

               20.  "Subsidiary"  refers  to  entities  with  respect  to  which
                    AllianceBernstein,   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.

2.   Requirements and Restrictions - All Employees

     The following are the details of the standards which must be observed:

     (a)  General Standards

          Employees  have an  obligation  to conduct  their  personal  investing
          activities  and  related  Securities  transactions  lawfully  and in a
          manner that avoids  actual or potential  conflicts  between  their own
          interests  and the  interests  of  AllianceBernstein  and its clients.
          Employees    must    carefully    consider   the   nature   of   their
          AllianceBernstein  responsibilities - and the type of information that
          he or she  might be  deemed  to  possess  in  light of any  particular
          securities  transaction  - before  engaging in any  investment-related
          activity or transaction.

          i.   Material  Nonpublic  Information:   Employees  in  possession  of
               material nonpublic information about or affecting Securities,  or
               their  issuer,   are  prohibited  from  buying  or  selling  such
               Securities,  or  advising  any  other  person to buy or sell such
               Securities.  Similarly, they may not disclose such information to
               anyone  without the  permission  of the General  Counsel or Chief
               Compliance  Officer.  Please  see the  AllianceBernstein  Insider
               Trading Policies,  which can be found on the Legal and Compliance
               Department intranet site.

          ii.  Short-Term  Trading:  Employees are encouraged to adopt long-term
               investment  strategies  (see Section 2(f) for applicable  holding
               period for individual securities). Similarly, purchases of shares
               of most  mutual  funds  should be made for  investment  purposes.
               Employees are therefore  prohibited from engaging in transactions
               in a mutual fund that are in violation of the fund's  prospectus,
               including  any  applicable  short-term  trading or  market-timing
               prohibitions.

               With  respect  to  the  AllianceBernstein  funds,  Employees  are
               prohibited from short-term trading, and may not effect a purchase
               and redemption, regardless of size, in and out of the same mutual
               fund within any ninety (90) day period.(8)

          iii. Personal  Responsibility:   It  is  the  responsibility  of  each
               Employee to ensure that all Securities  transactions  in Personal
               Accounts are made in strict  compliance with the


(3)  These  restrictions  shall not apply to investments in mutual funds through
     professionally  managed asset allocation programs;  automatic  reinvestment
     programs;  automatic  investments  through  401(k) and  similar  retirement
     accounts;   and  any  other  non-volitional   investment  vehicles.   These
     restrictions  also do not apply to  transactions  in money market funds and
     other short  duration  funds used as checking  accounts or for similar cash
     management purposes.


                                      A-5


               restrictions  and procedures in the Code and this Appendix A, and
               otherwise   comply  with  all  applicable  legal  and  regulatory
               requirements.

          iv.  Affiliated Directors and Outside Directors:  The personal trading
               restrictions  of  Appendix  A of the  Code  do not  apply  to any
               Affiliated  Director or Outside  Director,  provided  that at the
               time of the  transaction,  he or she has no actual knowledge that
               the Security involved is "Being Considered for Purchase or Sale."
               Affiliated Directors and Outside Directors,  however, are subject
               to reporting requirements as described in Section 8 below.

     (b)  Disclosure of Personal Accounts

          All Employees must disclose their Personal  Accounts to the Compliance
          Department (and take all necessary  actions to close any accounts held
          with non-designated  brokers, see next section). It is each Employee's
          responsibility   to  ensure   that  the   Compliance   Department   is
          appropriately  notified  of all  accounts  and to direct the broker to
          provide  the  Compliance   Department  with  electronic  and/or  paper
          brokerage transaction confirmations and account statements (and verify
          that it has been  done).  Do not assume  that the  broker-dealer  will
          automatically  arrange for this information to be set up and forwarded
          correctly.

     (c)  Designated Brokerage Accounts

          Personal  Accounts of an Employee  that are  maintained  as  brokerage
          accounts  must  be  held  only at the  following  approved  designated
          broker-dealers (each a "Designated Broker"): (9)

          o    Charles Schwab;

          o    Credit Suisse Securities - Private Banking USA Group

          o    E*TRADE Financial;

          o    Merrill Lynch; and/or

          o    Sanford C. Bernstein & Co., LLC(10)

          Under  limited  circumstances,  the  Compliance  Department  may grant
          exceptions to this policy and approve the use of other  broker-dealers
          or custodians  (such as in the case of  proprietary  products that can
          only be held at specific  firms).  In addition,  the Chief  Compliance
          Officer may in the future modify this list.


(4)  Exceptions  may apply in certain  non-U.S.  locations.  Please consult with
     your local compliance officer.

(5)  Non-discretionary  accounts at Sanford C. Bernstein & Co., LLC. may only be
     used for the  following  purposes:  (a) Custody of  securities  and related
     activities (such as receiving and delivering positions,  corporate actions,
     and subscribing to offerings  commonly  handled by operations such as State
     of Israel bonds, etc.); (b) Transacting in US Treasury securities;  and (c)
     Transacting  in  AllianceBernstein  products  outside  of a private  client
     relationship   (such  as  hedge  funds,  AB  and  SCB  mutual  funds,   and
     CollegeBoundfund  accounts).  All equity and fixed  income  (other  than US
     Treasuries) transactions are prohibited.


                                      A-6


          All Securities in which an Employee has any Beneficial  Ownership must
          be held in Personal  Accounts and  maintained in  accordance  with the
          Designated Broker requirements  described above (except that shares of
          open-end  mutual  funds  may be  held  directly  with  the  investment
          company).  Additionally,  Employees may effect Securities transactions
          only in  Personal  Accounts  (or  directly  through  a  mutual  fund's
          transfer  agent).  In  limited  circumstances,  the  Chief  Compliance
          Officer, or his designee, may grant an exception to these requirements
          (see Section 22 of the Code). This requirement applies to all types of
          Securities  and  personal  Securities  transactions   including,   for
          example,  Securities  issued in a  Limited  Offering  or other  direct
          investments.

     (d)  Pre-Clearance Requirement

          i.   Subject to the exceptions  specified  below,  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
               approval  from  the  Compliance  Department  and,  in the case of
               Investment  Personnel,  the  head  of  the  business  unit  (or a
               designated    manager)   in   which   the   Employee   works.(11)
               Pre-clearance   requests   must  be  made  on  the  date  of  the
               contemplated  transaction,  through  the  use of the  appropriate
               Pre-Trade  Authorization  Form,  which  can be  accessed  via the
               StarCompliance      Code     of     Ethics     application     at
               https://alliance.starcompliance.com/  and  clicking  on  "File  a
               PTAF."  These  requests  will  document  (a) the  details  of the
               proposed  transaction  and (b)  representations  as to compliance
               with the personal trading restrictions of this Code.

               Pre-Clearance  requests  will  be  acted  on  by  the  Legal  and
               Compliance Department (or by the automated  pre-clearance system)
               only  between  the hours of 10:00  a.m.  and 3:30 p.m.  (New York
               time).  The Legal and  Compliance  Department  (including via its
               electronic  pre-clearance  utility)  will  review the  request to
               determine if the  proposed  transaction  complies  with the Code,
               whether  that  security  is  restricted   for   AllianceBernstein
               personnel, and if appropriate, contact the appropriate supervisor
               (or a person  designated by the supervisor) to determine  whether
               the  proposed  transaction  raises  any  potential  conflicts  of
               interest  or  other  issues.   The  Compliance   Department  will
               communicate to the requesting  Employee its approval or denial of
               the proposed  transaction,  either in writing (e-mail) or orally.
               In the U.S. and Canada,  any approval  given under this paragraph
               will  remain in effect  only until the end of the  trading day on
               which the approval was granted.  For employees in offices outside
               the U.S. and Canada,  such approval will remain in effect for the
               following  business day as well.  Good-until-cancel  limit orders
               are  not  permitted  without  daily  requests  for  pre-clearance
               approval.  Employees  must wait for approval  before  placing the
               order with their broker.

               The Legal and Compliance  Department  will maintain an electronic
               log of all  pre-clearance  requests  and indicate the approval or
               denial of the request in the log.


(6)  For purposes of the pre-clearance  requirement,  all employees in the Value
     SBU are considered Investment Personnel, and are therefore required to have
     all  of  their  trades   pre-approved  by  the  head  of  their  respective
     departments (or a designee).


                                      A-7


               PLEASE NOTE: When a Security is Being  Considered for Purchase or
               Sale for a Client (see Section 2(i) below) or is being  purchased
               or sold for a Client  following the approval on the same day of a
               personal  trading  request form for the same Security,  the Legal
               and  Compliance  Department  is authorized to cancel the personal
               order if (a) it has not been  executed  and the  order  exceeds a
               market  value  of  $50,000  or  (b)  the  Legal  and   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.

          ii.  Exceptions: The pre-clearance requirements do not apply to(12):

               a.   Non-Volitional Transactions, including:

                    o    Transactions  in a  Personal  Account  managed  for  an
                         Employee on a discretionary  basis by a third person or
                         entity, when the Employee does not discuss any specific
                         transactions  for  the  account  with  the  third-party
                         manager;

                    o    Any  Security   received  as  part  of  an   Employee's
                         compensation  (although  any  subsequent  sales must be
                         pre-cleared);

                    o    Any  Securities  transaction  effected in an Employee's
                         Personal  Account  pursuant to an automatic  investment
                         plan,  which means a program in which regular  periodic
                         purchases (or  withdrawals)  are made  automatically in
                         (or  from) a  Personal  Account  in  accordance  with a
                         predetermined  schedule  and  allocation,  and includes
                         dividend  reinvestment plans.  Additional purchases and
                         sales that are not automatic,  however,  are subject to
                         the pre-clearance requirement.

                    The Legal and Compliance  Department may request an Employee
                    to  certify  as  to  the  non-volitional   nature  of  these
                    transactions.

               b.   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.


(7)  Additional  Securities may be exempted from the  pre-clearance  requirement
     if, in the opinion of the Chief Compliance Officer, no conflict of interest
     could arise from personal trades in such Security.

                                      A-8


               c.   Exchange-Traded Funds ("ETFs")

                    ETFs are covered under the Code's definition of Security and
                    therefore   subject  to  all   applicable   Code  rules  and
                    prohibitions.  Investments in the following broad-based ETFs
                    are not, however, subject to the pre-clearance provisions:

                    -    The NASDAQ-100 Index Tracking Stock (QQQQ)

                    -    SPDR Trust (SPY)

                    -    DIAMONDS Trust, Series I (DIA)

                    -    iShares S&P 500 Index Fund (IVV)

                    -    iShares Russell 1000 Growth (IWF)

                    -    iShares Russell 1000 Value (IWD)

                    -    iShares MSCI EAFE (EFA)

                    -    iShares MSCI Emerging Markets (EEM)

                    -    iShares MSCI EAFE Growth (EFG)

                    -    iShares MSCI EAFE Value (EFV)

                    -    iShares FTSE 100 (ISF)

                    -    iShares MSCI Japan (EWJ)

(e)  Limitation on the Number of Trades

     i.   No more  than an  aggregate  of five (5)  transactions  in  individual
          Securities  may occur in an Employee's  Personal  Accounts  during any
          rolling thirty-day period.  However,  if the transaction in a Personal
          Account is  directed  by a  non-Employee  spouse or  domestic  partner
          and/or  other  non-Employee  covered  under  the Code  (and not by the
          Employee),  the number of permitted Securities transactions is limited
          to twenty (20) transactions in any rolling thirty-day period.

     ii.  Exception: The Limitation on the permissible number of trades does not
          apply to the ETFs listed in Section 2(d)(ii)(c) above.

(f)  Short-Term Trading

     i.   Employees  must  always  conduct  their  personal  trading  activities
          lawfully,  properly  and  responsibly,  and are  encouraged  to  adopt
          long-term  investment   strategies  that  are  consistent  with  their
          financial  resources  and  objectives.  AllianceBernstein  discourages
          short-term trading  strategies,  and Employees are cautioned that such
          strategies may inherently  carry a higher risk of regulatory and other
          scrutiny.  In any  event,  excessive  or  inappropriate  trading  that
          interferes  with  job  performance,   or  compromises  the  duty  that
          AllianceBernstein owes to its Clients will not be tolerated. Employees
          are subject to a mandatory buy and hold of all  individual  Securities
          held in a Personal Account for twelve  months.(13) A last-in-first out
          accounting  methodology  will be  applied  to a series  of  Securities
          purchases for determining


(8)  Relating to the buyback of a previously  sold  Security,  an employee  must
     wait 60 days if the new purchase price is lower than the previous sale, and
     30 days if the new purchase price exceeds the previous sale price.


                                      A-9


          compliance  with this holding rule.  Please also see Section  2(a)(ii)
          with respect to the applicable  holding  period for  AllianceBernstein
          open-end funds.







     ii.  Exceptions to the short-term trading rules (i.e., the one-year hold):

          a.   For Securities  transactions in Personal  Accounts of spouses and
               domestic  partners  and other  non-Employees  (e.g.,  financially
               dependent  children)  which are not  directed by the Employee are
               subject  to a  mandatory  buy and hold (or sale and  buyback)  of
               60-calendar  days.  However,  after  30  calendar  days,  such  a
               transaction  will be  permitted  for these  Personal  Accounts if
               necessary to minimize a loss.

          b.   Transactions  in a Personal  Account managed for an Employee on a
               discretionary basis by a third person or entity.

          c.   Transactions  in Securities  held by the Employee prior to his or
               her employment with AllianceBernstein.

          d.   Exchange-Traded Funds are subject to a 90-day holding period. (As
               noted in  Section  2(a)(ii),  AllianceBernstein-managed  open-end
               mutual funds are also subject to a 90-day hold.)

          e.   Shares in the  publicly  traded units of  AllianceBernstein  that
               were acquired in connection  with a compensation  plan.  However,
               units  purchased  on the open market must comply with the holding
               period requirements herein.

          Any trade  made in  violation  of this  section  of the Code  shall be
          unwound,  or,  if  that  is not  practicable,  all  profits  from  the
          short-term   trading  may  be  disgorged  as  directed  by  the  Chief
          Compliance Officer.

(g)  Short Sales

          The Legal and  Compliance  Department  will  prohibit an Employee from
          engaging in any short sale of a Security in a Personal  Account if, at
          the time of the  transaction,  any Client has a long  position in such
          Security in an  AllianceBernstein-managed  portfolio  (except  that an
          Employee  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).

(h)  Trading in AllianceBernstein Units and AB Closed-End Mutual Funds

          During  certain times of the year,  Employees  may be prohibited  from
          conducting  transactions  in the  equity  units of  AllianceBernstein.
          Additional  restricted periods may be required for certain individuals
          and events, and the Legal and Compliance Department will announce when
          such  additional  restricted  periods are in effect.  Transactions  in
          AllianceBernstein   Units  and  closed-end  mutual  funds  managed  by
          AllianceBernstein  are  subject to the same  pre-clearance  process as
          other  Securities,   with  certain  additional  Legal  and  Compliance
          Department  approval  required.   See  the  Statement  of  Policy  and


                                      A-10


          Procedures  Concerning Purchases and Sales of AllianceBernstein  Units
          and the Statement of Policy and  Procedures  Concerning  Purchases and
          Sales of AllianceBernstein  Closed-End Mutual Funds. Employees are not
          permitted to transact in short sales of AllianceBernstein Units.

(i)  Securities Being Considered for Purchase or Sale

     i.   The Legal and Compliance  Department  will,  subject to the exceptions
          below,  prohibit an Employee from purchasing or selling a Security (or
          a derivative product), or engaging 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.  Please  see the  definition  of a
          Security "Being  Considered for Purchase or Sale" (Section 1(b)(17) of
          this Appendix) for a non-exhaustive  list of examples which illustrate
          this prohibition.

ii.      Exceptions: This prohibition does not apply to:

          a.   Non-Volitional Transactions, including:

               o    Transactions  in a Personal  Account managed for an Employee
                    on a discretionary  basis by a third person or entity,  when
                    the Employee does not discuss any specific  transactions for
                    the account with the third-party manager;

               o    Any Security received as part of an Employee's  compensation
                    (although any subsequent sales must be pre-cleared);

               o    Any  Securities   transaction   effected  in  an  Employee's
                    Personal Account  pursuant to an automatic  investment plan,
                    which means a program in which  regular  periodic  purchases
                    (or  withdrawals)  are  made  automatically  in (or  from) a
                    Personal Account in accordance with a predetermined schedule
                    and allocation,  and includes dividend  reinvestment  plans.
                    Additional  purchases  and  sales  that  are not  automatic,
                    however, are subject to this prohibition.

               The Legal and  Compliance  Department  may request an Employee to
               certify as to the non-volitional nature of these transactions.

          b.   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.


                                      A-11


          c.   De Minimis Transactions -- Fixed Income Securities

               Any  of  the  following  Securities,   if  at  the  time  of  the
               transaction,  the  Employee  has no  actual  knowledge  that  the
               Security is Being  Considered for Purchase or Sale by a Client or
               that  the  Security  is  being  purchased  or  sold by or for the
               Client:

               o    Fixed  income  securities  transactions  having a  principal
                    amount not exceeding $25,000; or

               o    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.

          d.   De Minimis Transactions -- Equity Securities

               Any   equity   Security   transaction,   or  series  of   related
               transactions,  involving  shares  of common  stock and  excluding
               options, warrants, rights and other derivatives, provided:

               o    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;"

               o    The aggregate  value of the  transactions  do not exceed (1)
                    $10,000   for   Securities   of  an  issuer  with  a  market
                    capitalization  of less than $1  billion;  (2)  $25,000  for
                    Securities of an issuer with a market  capitalization  of $1
                    billion to $5 billion and (3) $50,000 for  Securities  of an
                    issuer  with a  market  capitalization  of  greater  than $5
                    billion; and

               o    The  Employee has no actual  knowledge  that the Security is
                    Being  Considered  for  Purchase or Sale by a Client or that
                    the  Security  is  being  purchased  or  sold  by or for the
                    Client.

               PLEASE  NOTE:  Even  if  a  trade  qualifies  for  a  de  minimis
               exception,  it must be  pre-cleared  by the Legal and  Compliance
               Department in advance of being placed.

(j)  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  AllianceBernstein
     Daily  Restricted  List and is restricted  for Employee  transactions.  The
     Daily  Restricted List is made available each business day to all Employees
     via the AllianceBernstein intranet home page at: http://www.acml.com.

(k)  Dissemination of Research Information

     i.   An Employee may not buy or sell any  Security  for a Personal  Account
          that is the subject of "significantly new" or "significantly  changed"
          research  during  the  period  commencing  with  the  approval  of the
          research and continuing for twenty-four hours


                                      A-12


          subsequent to the first  publication  or release of the  research.  An
          Employee  also  may not buy or  sell  any  Security  on the  basis  of
          research that  AllianceBernstein  has not yet made public or released.
          The terms "significantly new" and "significantly changed" include:

          a.   The  initiation  of  coverage by an  AllianceBernstein  Growth or
               Sanford C. Bernstein & Co., LLC research analyst;

          b.   Any   change   in  a   research   rating   or   position   by  an
               AllianceBernstein  Growth or  Sanford  C.  Bernstein  & Co.,  LLC
               research analyst;

          c.   Any   other   rating,   view,   opinion,   or   advice   from  an
               AllianceBernstein  Growth  research  analyst,  the  issuance  (or
               re-issuance) of which in the opinion of such research analyst, or
               his or her director of research,  would be  reasonably  likely to
               have a material effect on the price of the security.

     ii.  Exceptions: This prohibition does not apply to:

          a.   Non-Volitional Transactions, including:

               o    Transactions  in a Personal  Account managed for an Employee
                    on a discretionary  basis by a third person or entity,  when
                    the Employee does not discuss any specific  transactions for
                    the account with the third-party manager;

               o    Any Security received as part of an Employee's  compensation
                    (although any subsequent sales must be pre-cleared);

               o    Any  Securities   transaction   effected  in  an  Employee's
                    Personal Account  pursuant to an automatic  investment plan,
                    which means a program in which  regular  periodic  purchases
                    (or  withdrawals)  are  made  automatically  in (or  from) a
                    Personal Account in accordance with a predetermined schedule
                    and allocation,  and includes dividend  reinvestment  plans.
                    Additional  purchases  and  sales  that  are not  automatic,
                    however, are subject to this prohibition.

               The Legal and  Compliance  Department  may request an Employee to
               certify as to the non-volitional nature of these transactions.

          b.   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.


                                      A-13


          c.   De Minimis Transactions -- Fixed Income Securities

               This  exception  does not apply to research  issued by Sanford C.
               Bernstein & Co., LLC. Any of the following Securities,  if at the
               time of the  transaction,  the Employee  has no actual  knowledge
               that  the  issuer  is  the  subject  of   significantly   new  or
               significantly changed research:

               o    Fixed  income  securities  transactions  having a  principal
                    amount not exceeding $25,000; or

               o    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.

          d.   De Minimis Transactions -- Equity Securities

               This  exception  does not apply to research  issued by Sanford C.
               Bernstein  & Co.,  LLC.  Any equity  Securities  transaction,  or
               series of related transactions,  involving shares of common stock
               and excluding  options,  warrants,  rights and other derivatives,
               provided:

               o    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;"

               o    The aggregate  value of the  transactions  do not exceed (1)
                    $10,000   for   Securities   of  an  issuer  with  a  market
                    capitalization  of less than $1  billion;  (2)  $25,000  for
                    Securities of an issuer with a market  capitalization  of $1
                    billion to $5 billion and (3) $50,000 for  Securities  of an
                    issuer  with a  market  capitalization  of  greater  than $5
                    billion; and

               o    The Employee has no actual  knowledge that the issuer is the
                    subject  of  significantly  new  or  significantly   changed
                    research.

               PLEASE  NOTE:  Even  if  a  trade  qualifies  for  a  de  minimis
               exception,  it must be  pre-cleared  by the Legal and  Compliance
               Department in advance of being placed.

(l)  Initial Public Offerings

     No Employee shall acquire for a Personal  Account any Security issued in an
     Initial Public Offering.

(m)  Limited Offerings/Private Placements

     No Employee  shall  acquire any  Security  issued in any limited or private
     offering  (please  note that  hedge  funds are sold as  limited  or private
     offerings)  unless  the Chief  Compliance  Officer  (or  designee)  and the
     Employee's  Business  Unit Head give  express  prior  written  approval and
     document  the basis for  granting  approval  after due  inquiry.  The Chief
     Compliance  Officer,  in determining whether approval should be given, will


                                      A-14


     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
     AllianceBernstein.  Employees  authorized to acquire Securities issued in a
     limited or private  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  AllianceBernstein  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.(14) Additional restrictions or disclosures may be required if there
     is a business  relationship between the Employee or  AllianceBernstein  and
     the issuer of the offering.

3.   Additional Restrictions - Growth, Blend and Fixed Income Portfolio Managers

     In addition to the  requirements  and  restrictions on Employee  trading in
     Section 2 of this Appendix A of the Code, the following  restrictions apply
     to all persons  acting in the  capacity of a portfolio  manager of a Client
     account in the Growth, Blend and Fixed Income disciplines.  For purposes of
     the  restrictions  in this  section,  a portfolio  manager is defined as an
     Employee who has decision-making authority regarding specific securities to
     be traded for Client accounts, as well as such Employee's supervisor.

     General  Prohibition:  No person  acting  in the  capacity  of a  portfolio
     manager will be permitted to buy for a Personal Account, a Security that is
     an eligible  portfolio  investment in that  manager's  product group (e.g.,
     Large Cap Growth).

     This  prohibition  does not apply to  transactions  directed  by spouses or
     other  covered  persons  provided  that the  employee has no input into the
     investment decision. Nor does it apply to sales of securities held prior to
     the application of this  restriction or employment with the firm.  However,
     such transactions are subject to the following additional restrictions.

     (a)  Blackout Periods

          No person  acting  in the  capacity  of a  portfolio  manager  will be
          permitted  to trade a Security  for a Personal  Account  within  seven
          calendar days before and after any Client  serviced in that  manager's
          product group (e.g., Large Cap Growth) trades in the same Security. If
          a portfolio manager engages in such a personal securities  transaction
          during a blackout period,  the Chief Compliance  Officer may break the
          trade or, if the trade cannot be broken,  the Chief Compliance Officer
          may direct that any profit realized on the trade be disgorged.


(9)  Any Employee who acquires (or any new Employee with a pre-existing position
     in) an interest in any private  investment  fund (including a "hedge fund")
     or any other  Security that cannot be purchased and held in an account at a
     Designated Broker shall be exempt from the Designated Broker requirement as
     described  in  this  Appendix  A of the  Code.  The  Legal  and  Compliance
     Department  may require an  explanation  as to why such Security can not be
     purchased  and  held in  such  manner.  Transactions  in  these  Securities
     nevertheless  remain  subject  to all  other  requirements  of  this  Code,
     including   applicable   private   placement   procedures,    pre-clearance
     requirements and blackout-period trading restrictions.


                                      A-15


     (b)  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   must  contact  the  Chief   Compliance   Officer
          immediately,  who may direct that the trade in the Personal Account be
          canceled, grant an exception or take other appropriate action.

     (c)  Transactions Contrary to Client Positions

          No person acting in the capacity of a portfolio  manager shall trade 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  (1)  it  is
          appropriate  for the Client  account to buy,  sell or continue to hold
          that  Security  and (2) 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 Chief Compliance Officer and is not otherwise based on
          the portfolio manager's view of how the Security is likely to perform.

4.   Additional Restrictions - Bernstein Value Portfolio Management Groups

     In addition to the  requirements  and  restrictions on Employee  trading in
     Section 2 of this Appendix A of the Code, the following  restrictions apply
     to all persons in the firm's  Bernstein  centralized  portfolio  management
     groups.

     (a)  Senior Portfolio  Managers and Members of the Value Investment  Policy
          Groups

          Senior  Portfolio  Managers (SPMs) and members of the Value Investment
          Policy  Groups  (IPGs)  are  prohibited  from  buying  for a  Personal
          Account,  any Security included in the universe of eligible  portfolio
          securities in their product.

          This  restriction  does not apply to sales of securities held prior to
          the application of this  restriction or employment with the firm. This
          restriction  does not apply to  transactions  directed  by  spouses or
          other covered persons provided that the employee has no input into the
          investment  decision.   However,  such  persons  are  subject  to  the
          following restriction:

          o    Notwithstanding  the  latter  exception  above,  spouses or other
               covered persons are restricted  from  transacting in any Security
               included  in  the  top 2  quintiles  of  the  product's  research
               universe.

     (b)  All Other Members of the Bernstein Value SBU

          Members of the Bernstein Value SBU are deemed to have actual knowledge
          of the unit's  Securities  Being Considered for Purchase or Sale. As a
          consequence,  the de  minimis  exceptions  in  Section  2(i)  of  this
          Appendix  relating to "significant"  Value Client orders


                                      A-16


          or  "priority"  purchases  or sales (as those terms are defined by the
          applicable  Value  CIO)  are  not  available  to  individuals  in  the
          Bernstein Value SBU.

     (c)  Discretionary Accounts

          The  restrictions  noted above do not apply to Personal  Accounts that
          are managed as part of their group's normal management process.

5.       Additional Restrictions - Research Analysts

          In addition to the  requirements  and restrictions on Employee trading
          in  Section  2  of  this  Appendix  A  of  the  Code,   the  following
          restrictions apply to all persons acting in the capacity of a research
          analyst.  Please  note  that  rules  of the  National  Association  of
          Securities  Dealers  and  the  New  York  Stock  Exchange  may  impose
          additional  limitations  on  the  personal  trading  of  the  research
          analysts of Sanford C. Bernstein & Co., LLC and their family  members.
          Such research  analysts should refer to the relevant policy  documents
          that detail those additional restrictions.

     General  Prohibition:  No person acting in the capacity of research analyst
     will be permitted to buy for his or her Personal  Account,  a Security that
     is in the sector covered by such research  analyst.  This  prohibition does
     not apply to  transactions  directed  by spouses or other  covered  persons
     provided that the employee has no input into the investment  decision.  Nor
     does it apply to sales of securities  held prior to the application of this
     restriction or employment with the firm.  However,  such  transactions  are
     subject to the following additional restrictions.

     (a)  Blackout Periods

          No person  acting as a research  analyst  shall trade a Security for a
          Personal  Account 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 Chief Compliance Officer may
          break  the  trade  or,  if the  trade  cannot  be  broken,  the  Chief
          Compliance Officer may direct that any profit realized on the trade be
          disgorged.

     (b)  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  must  contact  the  Chief
          Compliance Officer  immediately,  who may direct that the trade in the
          Personal  Account  be  canceled,  grant  an  exception  or take  other
          appropriate action.


                                      A-17


     (c)  Actions Contrary to Ratings

          No person acting as a research  analyst shall trade 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 or traded by a  research  portfolio,  unless  (1) 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 (2) 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 Chief Compliance  Officer and
          is not  otherwise  based  on the  research  analyst's  view of how the
          security is likely to perform.

6.       Additional Restrictions - Buy-Side Equity Traders

          In addition to the  requirements  and restrictions on Employee trading
          in  Section  2  of  this  Appendix  A  of  the  Code,   the  following
          restrictions  apply to all persons acting in the capacity of Trader on
          any buy-side equity trading desk.

          General  Prohibition:  No person  acting in the  capacity  of buy-side
          equity  trader  will  be  permitted  to buy  for  his or her  Personal
          Account, a Security that is among the eligible  portfolio  investments
          traded on that Desk.

          This prohibition does not apply to transactions directed by spouses or
          other covered persons provided that the employee has no input into the
          investment  decision.  Nor does it apply to sales of  securities  held
          prior to the  application of this  restriction or employment  with the
          firm.  Such  transactions  are,  of course,  subject to all other Code
          provisions.

7.   Reporting Requirements

     (a)  Duplicate Confirmations and Account Statements

          All  Employees  must  direct  their  brokers  to  supply  to the Chief
          Compliance  Officer,  on a timely  basis,  duplicate  copies of broker
          trade  confirmations  of,  and  account  statements  concerning,   all
          Securities transactions in any Personal Account.(15)

          The  Compliance  Department  will review such  documents  for Personal
          Accounts to ensure that  AllianceBernstein's  policies and  procedures
          are being complied with, and make  additional  inquiries as necessary.
          Access to  duplicate  confirmations  and  account  statements  will be
          restricted  to  those  persons  who are  assigned  to  perform  review
          functions,  and all such materials will be kept confidential except as
          otherwise required by law.

     (b)  Initial Holdings Reports by Employees

          An Employee must,  within 10 days of  commencement  of employment with
          AllianceBernstein,  provide a signed  (electronic  in most  cases) and
          dated Initial  Holdings


(10) Each Employee  must verify with his or her  Designated  Broker(s)  that the
     Employee's  account(s) is properly "coded" for AllianceBernstein to receive
     electronic data feeds.


                                      A-18


          Report to the Chief Compliance Officer.  New employees will receive an
          electronic request to perform this task via the StarCompliance Code of
          Ethics application.  The report must contain the following information
          current  as of a date not more  than 45 days  prior to the date of the
          report:

          i.   All  Securities  (including  private  investments  as well as any
               AllianceBernstein-managed   mutual  funds)  held  in  a  Personal
               Account  of  the  Employee,  including  the  title  and  type  of
               Security, and as applicable,  the exchange ticker symbol or CUSIP
               number,   number  of  shares  and/or  principal  amount  of  each
               Security/fund beneficially owned);

          ii.  The name of any broker-dealer or financial institution with which
               the Employee maintains a Personal Account in which any Securities
               are held for the Employee; and

          iii. Details of any outside business affiliations.

          Employees must then take all necessary actions to bring their accounts
          into  compliance  with the designated  broker  guidelines  detailed in
          Section 2(c) of this Appendix.



     (c)  Quarterly  Reports by Employees - including  Certain Funds and Limited
          Offerings

          Following each calendar quarter,  the Legal and Compliance  Department
          will forward  (electronically  via the  StarCompliance  Code of Ethics
          application) to each Employee,  an individualized  form containing all
          Securities transactions in the Employee's Personal Accounts during the
          quarter  based on  information  reported to  AllianceBernstein  by the
          Employee's  brokers.  Transactions in Personal  Accounts  managed on a
          discretionary  basis or pursuant to an  automated  investment  program
          need not be included for purposes of this reporting requirement.

          Within thirty (30) days  following  the end of each calendar  quarter,
          every  Employee must review the form and certify its accuracy,  making
          any necessary changes to the information provided on the pre-populated
          form  (generally  this will  include  those  shares  of  mutual  funds
          sub-advised by AllianceBernstein and held directly with the investment
          company and Securities  issued in limited offerings which are not sent
          directly to the Compliance  Department).  For each such Security,  the
          report must  contain the  following  information:  (1) the date of the
          transaction,  the title,  and as applicable the exchange ticker symbol
          or CUSIP number,  interest rate and maturity  date,  number of shares,
          and principal amount of each Security involved;  (2) the nature of the
          transaction  (i.e.,  purchase or sale or any other type of acquisition
          or  disposition);   (3)  the  price  of  the  Security  at  which  the
          transaction  was  effected;  (4)  the  name  of the  broker  or  other
          financial institution through which the transaction was effected;  and
          (5) the date the Employee submits the report.

          In addition,  any new Personal Account established during the calendar
          quarter  must be  reported,  including  (1) the name of the  broker or
          other financial institution with which the account was established and
          (2) the date the account was established.


                                      A-19


     (d)  Annual Holdings Reports by Employees

          On an  annual  basis,  by a date  to be  specified  by the  Compliance
          Department  (typically  February 15th),  each Employee must provide to
          the Chief Compliance  Officer,  a signed and dated (or  electronically
          certified via the StarCompliance  Code of Ethics  application)  Annual
          Holdings  Report  containing  data  current as of a date not more than
          forty five (45) days prior to the date of the  submission.  The report
          must disclose:

          i.   All  Securities  (including  shares of mutual  funds  managed  by
               AllianceBernstein  and  limited  offerings),  held in a  Personal
               Account  of  the  Employee,  including  the  title  and  type  of
               security,  and as applicable the exchange  ticker symbol or CUSIP
               number, number of shares and/or principal amount of each Security
               beneficially owned); and

          ii.  The name of any broker-dealer or financial institution with which
               the Employee maintains a Personal Account in which any Securities
               are held for the Employee.

          In the event that AllianceBernstein  already maintains a record of the
          required   information   via   duplicate   copies  of   broker   trade
          confirmations  and account  statements  received  from the  Employee's
          broker-dealer,  an  Employee  may  satisfy  this  requirement  by  (i)
          confirming in writing  (which may include  e-mail) the accuracy of the
          record on at least an annual basis and (ii)  recording the date of the
          confirmation.

     (e)  Report and Certification of Adequacy to the Board of Directors of Fund
          Clients

          On a periodic basis, but not less than annually,  the Chief Compliance
          Officer shall prepare a written report to the management and the board
          of directors  of each  registered  investment  fund (other than a unit
          investment  trust)  in  which  AllianceBernstein  acts  as  investment
          adviser setting forth the following:

          i.   A   certification   on   behalf   of    AllianceBernstein    that
               AllianceBernstein  has adopted procedures reasonably necessary to
               prevent Employees and Directors from violating the Code;

          ii.  A summary of existing  procedures  concerning  personal investing
               and any changes in procedures made during the past year; and

          iii. A description  of any issues arising under the Code or procedures
               since the last report to the Board including, but not limited to,
               information  about material  violations of the Code or procedures
               and sanctions imposed in response to the material violations.

          AllianceBernstein  shall also submit any material changes to this Code
          to each Fund's  Board at the next  regular  board  meeting  during the
          quarter following the change.

     (f)  Report Representations

          Any Initial or Annual Holdings Report or Quarterly  Transaction 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.


                                      A-20


     (g)  Maintenance of Reports

          The Chief Compliance  Officer shall maintain the information  required
          by this  Section  and such other  records,  if any,  and for such time
          periods  required by Rule 17j-1 under the  Investment  Company Act and
          Rules 204-2 and 204A-1 under the Advisers  Act. All reports  furnished
          pursuant to this  Section  will be kept  confidential,  subject to the
          rights of  inspection  and review by the  General  Counsel,  the Chief
          Compliance  Officer  and his or her  designees,  the  Code  of  Ethics
          Oversight  Committee (or  subcommittee  thereof),  the  Securities and
          Exchange  Commission and by other third parties pursuant to applicable
          laws and regulations.

8.   Reporting Requirements for Directors who are not Employees

     All Affiliated  Directors  (i.e., not Employees of  AllianceBernstein,  but
     employees of an  AllianceBernstein  affiliate) and Outside Directors (i.e.,
     neither  Employees  of  AllianceBernstein,   nor  of  an  AllianceBernstein
     affiliate)  are  subject to the  specific  reporting  requirements  of this
     Section 8 as described  below.  Directors who are Employees,  however,  are
     subject to the full range of personal  trading  requirements,  restrictions
     and reporting obligations outlined in Sections 1 through 7 of this Appendix
     A of the Code, as  applicable.  In addition,  all Directors are expected to
     adhere to the fiduciary duties and high ethical standards  described in the
     Code. The  designation  of a Director as an Affiliated  Director or Outside
     Director will be communicated to each such Director by the Chief Compliance
     Officer.

     (a)  Affiliated Directors

          i.   Initial Holdings Report

               Upon becoming a Director,  an  Affiliated  Director must submit a
               signed and dated Initial  Holdings Report within ten (10) days of
               becoming  Director.  The Initial Holdings Report must contain the
               following  information current as of a date not more than 45 days
               prior to the date of the report:

               a.   All Securities, including private investments as well as any
                    AllianceBernstein-managed  mutual funds,  held in a Personal
                    Account of the Affiliated Director or held directly with the
                    fund,  including  the  title  and type of  security,  and as
                    applicable  the  exchange  ticker  symbol  or CUSIP  number,
                    number of shares  and/or  principal  amount of each Security
                    beneficially owned;

               b.   The name of any broker-dealer or financial  institution with
                    which the Affiliated  Director  maintains a Personal Account
                    in which any Securities are held for the Employee; and

               c.   Details of any outside business affiliations.

          ii.  Annual Holdings Report


                                      A-21


               Once  each  year,  by a date to be  specified  by the  Legal  and
               Compliance  Department,  each Affiliated Director must provide to
               the Chief Compliance Officer a signed and dated report containing
               the  following  information  as of a date not  more  than 45 days
               prior to the date of the report:

               a.   All Securities, including private investments as well as any
                    AllianceBernstein-managed  mutual funds,  held in a Personal
                    Account of the Affiliated Director or held directly with the
                    fund,  including  the  title  and type of  security,  and as
                    applicable  the  exchange  ticker  symbol  or CUSIP  number,
                    number of shares  and/or  principal  amount of each Security
                    beneficially owned); and

               b.   The name of any broker-dealer or financial  institution with
                    which the Affiliated  Director  maintains a Personal Account
                    in which any Securities are held for the Employee.


               PLEASE  NOTE:  In  the  event  that   AllianceBernstein   already
               maintains  a record of the  required  information  via  duplicate
               copies of  broker  trade  confirmations  and  account  statements
               received from the  Affiliated  Director's  broker-dealer(s),  the
               Affiliated   Director  may  satisfy  this   requirement   by  (i)
               confirming in writing (which may include  e-mail) the accuracy of
               the  record on at least an annual  basis and (ii)  recording  the
               date of the confirmation.

          iii. Quarterly Transaction Report

               Within  thirty  (30)  days  following  the end of  each  calendar
               quarter (see exceptions in section (c)), each Affiliated Director
               must provide to the Chief Compliance  Officer, a signed and dated
               report  disclosing  all Securities  transactions  in any Personal
               Account.  For each such  Security,  the report  must  contain the
               following information:

               a.   The date of the  transaction,  the title,  and as applicable
                    the exchange  ticker symbol or CUSIP  number,  interest rate
                    and maturity date, number of shares, and principal amount of
                    each Security involved;

               b.   The nature of the transaction (i.e., purchase or sale or any
                    other type of acquisition or disposition);

               c.   The  price of the  Security  at which  the  transaction  was
                    effected; and

               d.   The  name  of the  broker  or  other  financial  institution
                    through which the transaction was effected.

     (b)  Outside Directors

          i.   In general,  pursuant to various  regulatory  rule exceptions and
               interpretations,  no reporting is required of Outside  Directors.
               However,  if an Outside  Director knew, or in the ordinary course
               of  fulfilling  his or her official  duties as a Director  should
               have known, that during the 15-day period  immediately  before or
               after the  Outside  Director's  transaction  in a Security  for a
               Personal  Account,  a Client bought or sold the Security,  or the
               Client or  AllianceBernstein  considered  buying or  selling  the
               Security, the following reporting would be required.


                                      A-22


              Quarterly Transaction Report.

               In the event  that a  quarterly  transaction  report is  required
               pursuant to the scenario in the preceding  paragraph,  subject to
               the exceptions in part (c) of this Section 7 below,  each outside
               director must within  thirty (30) days  following the end of each
               calendar  quarter,  provide to the Chief  Compliance  Officer,  a
               signed and dated report disclosing all Securities transactions in
               any Personal  Account.  For each such  Security,  the report must
               contain the following information:

               a.   The date of the  transaction,  the title,  and as applicable
                    the exchange  ticker symbol or CUSIP  number,  interest rate
                    and maturity date, number of shares, and principal amount of
                    each Security involved;

               b.   The nature of the transaction (i.e., purchase or sale or any
                    other type of acquisition or disposition);

               c.   The  price of the  Security  at which  the  transaction  was
                    effected; and

               d.   The  name  of the  broker  or  other  financial  institution
                    through which the transaction was effected.

     (c)  Reporting Exceptions

          ii.  Duplicate Broker Confirmations and Account Statements

               An  Affiliated  Director or Outside  Director is not  required to
               submit any report for any  Securities  transaction  in a Personal
               Account  provided that the transaction  and required  information
               are  otherwise  reported  on  duplicate  copies of  broker  trade
               confirmations  and  account  statements  provided  to  the  Chief
               Compliance Officer.

          iii. Accounts with No Influence or Control

               An  Affiliated  Director or Outside  Director is not  required to
               submit any report for any  Securities  transaction  in a Personal
               Account provided that the Affiliated Director or Outside Director
               has no direct or indirect  influence or control over the account.
               In addition,  an  Affiliated  Director  and Outside  Director may
               include 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.


                                      A-23


                             ALLIANCEBERNSTEIN L.P.


                       CODE OF BUSINESS CONDUCT AND ETHICS

                                  CERTIFICATION



I hereby  acknowledge  receipt of the Code of  Business  Conduct and Ethics (the
"Code") of  AllianceBernstein  L.P., its subsidiaries and joint ventures,  which
includes the AllianceBernstein Personal Trading Policies and Procedures attached
as Appendix A to the Code.  I certify that I have read and  understand  the Code
and recognize that I am subject to its provisions.

I have  reviewed my own  situation  and conduct in light of the Code.  I confirm
that I am in compliance with the Code, including the requirements  regarding the
manner in which I maintain and report my Securities holdings and transactions in
my Personal  Accounts  (as such terms are defined in Appendix A of the Code) and
conduct my personal securities trading  activities,  as well as the requirements
associated  with the firm's Policy and Procedures for Giving and Receiving Gifts
and  Entertainment,  and the Code's  provisions  regarding  the Foreign  Corrupt
Practices Act.

I  understand  that  any  violation(s)  of the  Code is  grounds  for  immediate
disciplinary action up to, and including, termination of employment.



                                        Signature



                                        Print Name



                                        Date





           Please return this form to the Chief Compliance Officer at:
                    1345 Avenue of the Americas - 17th Floor
                              New York, N.Y. 10105



    [Please note that for the ANNUAL Certification, this signoff is performed
       electronically via the StarCompliance Code of Ethics application.]