alliance-code.htm - Generated by SEC Publisher for SEC Filing


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		8
8	.	Gifts, Entertainment and Inducements		8
9	.	Dealings with Government Personnel/Foreign Corrupt Practices Act		9
10.		Political Contributions/Activities		10
11.		“Ethical Wall” Policy		11
12.		Use of Client Relationships		12
13.		Corporate Opportunities and Resources		12
14.		Antitrust and Fair Dealing		12
15.		Recordkeeping and Retention		12
16.		Improper Influence on Conduct of Audits		13
17.		Accuracy of Disclosure		14
18.		Confidentiality		14
19.		Protection and Proper Use of AllianceBernstein Assets		15
20.		Policy on Intellectual Property		15
		(a) Overview		15
		(b) Employee Responsibilities		16
		(c) Company Policies and Practices		16
21.		Compliance Practices and Policies of Group Subsidiaries		16
22.		Exceptions from the Code		17



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3	.	Additional Restrictions – Growth, Blend and Fixed Income Portfolio Managers		A	-15
		(a) Blackout Periods (if exception applies)		A	-16
		(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	-17
		(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	-18
		(c) Actions Contrary to Ratings		A	-18
6	.	Additional Restrictions – Buy-Side Equity Traders		A	-18
7	.	Additional Restrictions – Alternate Investment Strategies Groups		A	-18
8	.	Reporting Requirements		A	-19
		(a) Duplicate Confirmations and Account Statements		A	-19
		(b) Initial Holdings Reports by Employees		A	-19
		(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	-21
		(f) Report Representations		A	-21
		(g) Maintenance of Reports		A	-21
9	.	Reporting Requirements for Directors who are not Employees		A	-21
		(a) Affiliated Directors		A	-22
		(b) Outside Directors		A	-23
		(c) Reporting Exceptions		A	-24

CODE CERTIFICATION FORM


Annual Certification Form			Last Page


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:

		·	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.

		·	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.


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”),
		Department of the Treasury or the Department of Justice. 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.

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,¹receives 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:

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

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.


		·	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;

		·	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;

		·	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;

		·	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;

		·	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”);

		·	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

		·	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 and Control of Material Nonpublic Information (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 policies²and 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.

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

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.

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 requirements and restrictions that apply to personal trading by employees,

their immediate family members and other financial dependents:


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

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

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

·	Employee purchases of individual securities, ETFs, ETNs, and closed-end mutual funds (as
	well as AllianceBernstein managed open-end funds) are subject to a 90-day holding period (6
	months for AllianceBernstein Japan Ltd.);

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

·	Employees may not participate in initial public offerings;
·	Employees must get written approval, and make certain representations, in order to participate
	in limited or private offerings;

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

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

·	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;
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		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.

		· 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, Appendix A of this document.
		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.

		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.³After obtaining
			supervisory approval, the employee must obtain written authorization from


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).
ablegal - 1993991 v2
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	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.⁴Any AllianceBernstein
	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:

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

·	Ensure that AllianceBernstein’s business takes priority over the secondary employment;
·	Ensure that no conflict of interest exists between AllianceBernstein’s business and the
	secondary employment (see also, footnote 4); and

·	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.⁵New
employees with pre-existing relationships are required to ensure that their affiliations conform
to these restrictions, and must obtain the requisite approvals.



⁴Such 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.
⁵In 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.
ablegal - 1993991 v2
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(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

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 Appendix 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

ablegal - 1993991 v2

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		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
		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
		Anti-Corruption Policy. 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
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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.

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/Activities

(a) 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 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.

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.

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(b) By Employees

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.

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, as well as the pre-clearance requirement as described

below. 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.

Several (U.S.) states and localities have enacted “pay-to-play” laws. Some of these laws could

prohibit AllianceBernstein from entering into a government contract for a certain number of

years if a covered employee makes or solicits a covered contribution. Other jurisdictions

require AllianceBernstein to report contributions made by certain employees, without the

accompanying ban on business. In certain jurisdictions, the laws also cover the activities of the

spouse and dependent children of the covered person. In response to these laws, in addition

to SEC Rule 206(4)-5, which also prohibits certain political contributions,

AllianceBernstein has in place a pre-clearance requirement, under which all employees

must pre-clear with the Compliance Department, all personal political contributions

(including those of their spouses and dependent children) made to, or solicited on behalf

of, any (U.S.) state or local candidate or political party.⁶

11. “Ethical Wall” Policy

AllianceBernstein has established a policy entitled Insider Trading and Control 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
purpose. Corporate opportunities and resources must not be taken or used for personal gain.
AllianceBernstein Employees are prohibited from:

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

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

·	Competing with AllianceBernstein directly or indirectly.


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

AllianceBernstein employees, and persons acting under their direction, are prohibited from taking
any action to coerce, manipulate, mislead, hinder, obstruct or fraudulently influence any external
auditor, internal auditor or regulator engaged in the performance of an audit or review of
AllianceBernstein’s financial statements and/or procedures. AllianceBernstein employees are
required to cooperate fully with any such audit or review.
The following is a non-exhaustive list of actions that might constitute improper influence:

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

·	Knowingly providing an internal or external auditor or regulator with inaccurate or misleading
	data or information;

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

·	Seeking to have a partner or other team member removed from the audit engagement because
	such person objects to the company’s accounting;

·	Knowingly altering, tampering or destroying company documents;
·	Knowingly withholding pertinent information; or
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· Knowingly providing incomplete information.

Under Sarbanes Oxley Law any false statement -- that is, any lie or attempt to deceive an

investigator -- may result in criminal prosecution.

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).

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:

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

·	Papers relating to non-public matters should be appropriately safeguarded;
·	Appropriate controls for the reception and oversight of visitors to sensitive areas should be
	implemented and maintained;

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

·	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;

·	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

·	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.

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
ablegal - 1993991 v2
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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

·	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.

·	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

·	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.

·	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.

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

	(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

	ablegal - 1993991 v2
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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.

(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.

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(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

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:
·	Safeguard its reputation and financial, human and other company assets;

·	Maintain an ethical and fiduciary culture;
·	Demonstrate and achieve its commitment to “doing the right thing;” and
·	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
ablegal - 1993991 v2
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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.


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.¹

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
		(“Exchange Act”), Rule 16a-1 and the other rules and regulations thereunder 1934
		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.


¹Due 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.

ablegal - 1993991 v2			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, or others at the discretion of the Compliance
			Department) 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;



ablegal - 1993991 v2
		A	-2


b.	Any Employee who receives the AllianceBernstein Global Equity Review or has
	access to Bernstein Research, Factset Marquee, Tamale, the AllianceBernstein
	Express Research database or Research Wire;
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:
ablegal - 1993991 v2
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a.	Securities issued by the government of the United States;
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)(ii) 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 order²in 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


²Defined 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.
ablegal - 1993991 v2
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			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.³

		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.
ablegal - 1993991 v2
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	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 9 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”): ⁴

·	Charles Schwab;
·	Credit Suisse Securities - Private Banking USA Group
·	E*TRADE Financial;
·	Goldman, Sachs & Co. - Private Wealth Management (account minimums apply)
·	Merrill Lynch; and/or
·	Sanford C. Bernstein & Co., LLC⁵
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


⁴Exceptions may apply in certain non-U.S. locations. Please consult with your local compliance officer.
⁵Non-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.


ablegal - 1993991 v2
A-6

proprietary products that can only be held at specific firms). In addition, the Chief

Compliance Officer may in the future modify this list.

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.⁶Pre-clearance requests must be made on the date of the

contemplated transaction, through the use of the appropriate pre-clearance 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.

⁶For 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).

ablegal - 1993991 v2

A-7


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.

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 to⁷:

a.	Non-Volitional Transactions, including:

	·	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;

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

	·	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-


⁷Additional 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.
ablegal - 1993991 v2
A-8


	time up until an expiration date. This exemption does not apply to the sale of
	stock acquired pursuant to the exercise of rights.

c.	Certain Exchange-Traded Funds (“ETFs”)/AB Managed Open-end Mutual Funds

	ETFs and open-end mutual funds managed by AllianceBernstein are covered
	under the Code’s definition of Security and therefore are subject to all applicable
	Code rules and prohibitions. However, investments in AB-managed funds and the
	following broad-based ETFs are not subject to the pre-clearance provisions:⁸

	–	NASDAQ-100 Index Tracking (QQQQ)	– iShares MSCI Kokusai (TOK)
	–	SPDR Trust (SPY)	– iShares MSCI Japan (EWJ)
	–	DIAMONDS Trust, Series I (DIA)	– iShares DAX (DAXEX)
	–	iShares S&P 500 Index Fund (IVV)	– iShares DJ EuroStoxx 50 (EUE)
	–	iShares Russell 1000 Growth (IWF)	– SPDR S&P/ASX 200 Fund (STW)
	–	iShares Russell 1000 Value (IWD)	– smartFONZ (FNZ)
	–	iShares Russell 1000 Index (IWB)	– DAIWA ETF – TOPIX (1305)
	–	iShares MSCI EAFE (EFA)	– NOMURA ETF – TOPIX (1306)
	–	iShares MSCI Emerging Markets (EEM)	– NIKKO ETF – TOPIX (1308)
	–	iShares MSCI EAFE Growth (EFG)	– DAIWA ETF - NIKKEI 225 (1320)
	–	iShares MSCI EAFE Value (EFV)	– NOMURA ETF - NIKKEI 225 (1321)
	–	iShares FTSE 100 (ISF)	– NIKKO ETF – 225 (1330)
	–	iShares MSCI World (IWRD/IQQW)	– Tracker Fund of Hong Kong (2800)
	–	iShares Barclays 7-10 Yr Treas Bond (IEF)	–	iShares FTSE/Xinhua A50 China Tracker (2823)
	–	iShares CDN Composite Index Fund (XIC)	–	Nifty BeES
	– iShares Barclays 1-3 Yr Treas Bond (SHY)		–	SENSEX Prudential ICICI ETF

(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.

ii. Exceptions:

a.	For transactions in Personal Accounts that are 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.

b.	The limitation on the permissible number of trades over a 30-day period does not
	apply to the AB-managed funds or the ETFs listed in Section 2(d)(ii)(c) above.
	Note that the 90-day hold requirement (see next section) still applies to these
	Securities. In addition, options on these securities are not included in this
	exception.




⁸Note: Options on the ETFs included on this list *are not* exempt from the pre-clearance or volume requirements.
ablegal - 1993991 v2
		A-9


(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 Securities for 90
	days.⁹By regulation, employees of AllianceBernstein Japan Ltd. are subject to a 6-
	month hold. A last-in-first out accounting methodology will be applied to a series of
	Securities purchases for determining compliance with this holding rule. As noted in
	Section 2(a)(ii), the applicable holding period for AllianceBernstein open-end funds
	is also 90 days.

ii.	Exceptions to the short-term trading rules (i.e., the 90-day 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.	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

⁹Relating 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.
ablegal - 1993991 v2
A-10


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
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:

	·	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;

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

	·	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.

ablegal - 1993991 v2
A-11


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.

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:

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

	·	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:

	·	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;”

	·	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

	·	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.alliancebernstein.com/theloop/ .

(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
	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 or Sanford C. Bernstein & Co.,
		LLC research analyst;

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

	c.	Any other rating, view, opinion, or advice from an AllianceBernstein or Sanford
		C. Bernstein & Co., LLC 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:

		·	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;

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

		·	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.

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:

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

	·	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:

	·	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;”

	·	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

	·	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

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.¹⁰Additional restrictions or disclosures may be required if there is

a business relationship between the Employee or AllianceBernstein and the issuer of the

offering. See also - additional restrictions that apply to employees of the Fund of Funds

Group (Section 7).

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).

¹⁰Any 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.

ablegal - 1993991 v2

A-15

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.

(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.

ablegal - 1993991 v2

A-16

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:

ª 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

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 Financial Industry Regulatory Authority

(FINRA) 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.

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		(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.

		(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	.	Additional Restrictions – Alternate Investment Strategies 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 members of the firm’s
		Alternative Investment Management Group (also known as the “Gamsin Group”), as well as
		to the members of the Investment Policy Group and Board of Directors of Bernstein
		Alternative Investment Strategies, LLC.

		*General Prohibition*: No member of the groups listed above will be permitted to directly
		invest in a privately offered fund or other investment product that is managed by an adviser
		other than AllianceBernstein and is within the scope of the current or contemplated funds or
		other products in which the Alternative Investment Management Group may invest. All such
ablegal - 1993991 v2
A-18


investments by members of these groups shall be made through the AllianceBernstein
Alternative Investment Services platform.

8. 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. Even for Designated
Brokers, each Employee must verify that the Employee’s account(s) is properly “coded”
for AllianceBernstein to receive electronic data feeds.

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
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

ablegal - 1993991 v2
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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.

(d) Annual Holdings Reports by Employees

On an annual basis, by a date to be specified by the Compliance Department (typically
February 15^th), 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.¹¹The 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.



¹¹Employees who join the Firm after the annual process has commenced will submit their initial holdings report
(see Section 8(b)) and complete their first Annual Holdings Report during the next annual cycle and thereafter.
ablegal - 1993991 v2
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(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.

(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.

9. 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 9 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 8 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
ablegal - 1993991 v2
A-21


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

	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.



ablegal - 1993991 v2
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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.

	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 9 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.




ablegal - 1993991 v2
A-23


(c) Reporting Exceptions

i.	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.

ii.	Accounts with No Influence or Control
	An Affiliated Director or Outside Director is not required to submit any report with
	respect to securities held in accounts over which the Affiliated Director or Outside
	Director has no direct or indirect influence or control. 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.


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, recognize that I am subject to its provisions, and that I must
report any violations to the Legal and Compliance Department.

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.

In addition, I confirm that I have disclosed any potential conflicts of interest and am in
compliance with:

·	The requirements associated with the firm's Policy and Procedures for Giving and
	Receiving Gifts and Entertainment (including its requirement to pre-clear certain political
	contributions); and
·	The requirements associated with the firm's Anti-Corruption Policy.


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.

ablegal - 1993991 v2	- 1 -


	⁶Please note that the requirement does not apply to contributions to federal candidates -- unless the federal candidate is a
	state or local official at the time (e.g., a state controller who is running for Congress).

	ablegal - 1993991 v2
- 11 -


23. Regulatory Inquiries, Investigations and Litigation	18
(a) Requests for Information	18
(b) Types of Inquiries	18
(c) Responding to Information Requests	18
(d) Use of Outside Counsel	18
(e) Regulatory Investigation	18
(f) Litigation	19
24. Compliance and Reporting of Misconduct / “Whistleblower” Protection	19
25. Company Ombudsman	19
26. Sanctions	20
27. Annual Certifications	20


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	-10
(g) Short Sales		A	-10
(h) Trading in AllianceBernstein Units and AB Closed-End Mutual Funds		A	-11
(i)	Securities Being Considered for Purchase or Sale	A	-11
(j)	Restricted List	A	-13
(k) Dissemination of Research Information		A	-13
(l)	Initial Public Offerings	A	-15
(m) Limited Offerings/Private Placements		A	-15
ablegal - 1993991 v2
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