TRANSFER AGENCY AGREEMENT
BETWEEN
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AND
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
TABLE OF CONTENTS
Page
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1. Terms of Appointment and Duties............................................1
2. Fees and Expenses .........................................................3
3. Representations and Warranties of the Transfer Agent.......................3
4. Representations and Warranties of the Trust................................4
5. Wire Transfer Operating Guidelines.........................................4
6. Indemnification ...........................................................5
7. Standard of Care...........................................................6
8. Confidentiality............................................................6
9. Covenants of the Trust and the Transfer Agent..............................7
10. Termination of Agreement...................................................7
11. Assignment.................................................................8
12. Miscellaneous..............................................................8
13. Additional Funds .........................................................10
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the _____ day of ______________________, 2005, between The
AllianceBernstein Pooling Portfolios, a Massachusetts business trust, having its
principal office and place of business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "Trust") and Alliance Global Investor Services, Inc., a
Delaware corporation having its principal office and place of business at 000
Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series and classes of each such series, with each such series
representing interests in a separate portfolio of securities and other assets
and such series shall be named in the attached Schedule A which may be amended
by the parties from time to time (each such series, together with all other
series subsequently established by the Trust and made subject to this Agreement
in accordance with Section 13, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, the Trust, on behalf of the Portfolios, desires to appoint the Transfer
Agent as its transfer agent and dividend disbursing agent, and the Transfer
Agent desires to accept such appointment; and
WHEREAS, all transactions in the Trust shall be effected for shareholders of
each Portfolio ("Shareholders") by Alliance Capital Management L.P., the Trust's
investment advisor ("ACM"), or by investment advisors authorized by ACM
(collectively, the "Investment Advisors").
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1 Transfer Agency Services. Subject to the terms and conditions set forth in
this Agreement, the Trust, on behalf of the Portfolios, hereby employs and
appoints the Transfer Agent to act as, and the Transfer Agent agrees to
act as its transfer agent for the Trust's authorized and issued shares of
its beneficial interests ("Shares") and dividend disbursing agent as set
out in the currently effective prospectus and statement of additional
information ("prospectus") of the Trust on behalf of the applicable
Portfolio. In accordance with procedures established from time to time by
agreement between the Trust on behalf of each of the Portfolios, as
applicable and the Transfer Agent, the Transfer Agent agrees that it will
perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares from the
Investment Advisors on behalf of the Shareholders, and promptly deliver
payment and appropriate documentation thereof to the Custodian of the
Trust authorized pursuant to the Declaration of Trust of the Trust (the
"Custodian");
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(b) Pursuant to such purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate account;
(c) Receive for acceptance redemption requests and redemption directions
from the Investment Advisors and deliver the appropriate documentation
thereof to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above, the
Transfer Agent shall execute transactions directly with the Investment
Advisors;
(e) At the appropriate time as and when it receives monies paid to it by
the Custodian with respect to any redemption by the Investment Advisors on
behalf of Shareholders, pay over or cause to be paid over such monies as
instructed by the Investment Advisors;
(f) Effect transfers of Shares by the Investment Advisors on behalf of the
registered Shareholders upon receipt of appropriate instructions from the
Investment Advisors;
(g) Prepare and transmit payments to the Investment Advisors for dividends
and distributions declared by the Trust;
(h) Maintain records of account for and advise the Trust and the
Investment Advisors for the Shareholders as to the foregoing; and
(i) Record the issuance of Shares of the Trust and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of Shares of the Trust
which are authorized, based upon data provided to it by the Trust, and
issued and outstanding. The Transfer Agent shall also provide the Trust on
a regular basis with the total number of Shares which are authorized and
issued and outstanding and shall have no obligation, when recording the
issuance of Shares, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Trust.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph; the
Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a transfer
agent and dividend disbursing agent, including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing Shareholder proxies, Shareholder reports and prospectuses to
current Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department Forms 1099
and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and
mailing
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confirmation forms and statements of account to the Investment Advisors
for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders to the Investment Advisors, and providing
Shareholder account information; and
(b) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to
time by agreement between the Trust and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the Trust
or its agent may perform these services on the Trust's behalf.
2. Fees and Expenses
2.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this
Agreement, the Trust shall pay to the Transfer Agent a fee that the Board
of Trustees of the Trust and the Transfer Agent mutually agree is
appropriate from time to time. Such fee shall be prorated for the months
in which this Agreement is terminated. For the initial term of this
Agreement, such fee shall be zero. Such fees and out-of-pocket expenses
identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Trust and the Transfer
Agent.
2.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 2.1
above, the Trust agrees to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to confirmation statements, investor
statements, postage, long distance telephone calls, records retention,
customized programming/ enhancements/ reporting, federal wire fees,
transcripts, microfilm, microfiche, disaster recovery, hardware at the
Trust's facility, telecommunications/network configuration, escheatment,
lost shareholder, and expenses incurred by the Transfer Agent at the
specific direction, or with the consent, of the Trust.
3. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Trust that:
3.1 It is a corporation duly organized and existing and in good standing under
the laws of the State of Delaware.
3.2 It is empowered under applicable laws and by its Articles of Organization
and By-Laws to enter into and perform this Agreement.
3.3 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.4 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
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4. Representations and Warranties of the Trust
The Trust represents and warrants to the Transfer Agent that:
4.1 It is a business trust duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this Agreement.
4.3 All proceedings required by said Declaration of Trust and By-Laws have
been taken to authorize it to enter into and perform this Agreement.
4.4 It is an open-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Trust being offered for sale.
5. Wire Transfer Operating Guidelines
5.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit
the appropriate Fund account(s) upon the receipt of a payment order in the
amount of money that the Transfer Agent has been instructed to transfer.
The Transfer Agent shall execute payment orders in compliance with its
applicable security procedures and with the Trust instructions on the
execution date provided that such payment order is received by the
customary deadline for processing such a request, unless the payment order
specifies a later time. All payment orders and communications received
after this the customary deadline will be deemed to have been received the
next business day.
5.2 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order and
the account number, the account number shall take precedence and govern.
5.3 Rejection. The Transfer Agent reserves the right to decline to process or
delay the processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of the Transfer
Agent's receipt of such payment order; (b) if initiating such payment
order would cause the Transfer Agent, in the Transfer Agent's sole
judgment, to exceed any volume, aggregate dollar, network, time, credit or
similar limits which are applicable to the Transfer Agent; or (c) if the
Transfer Agent, in good faith, is unable to satisfy itself that the
transaction has been properly authorized.
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5.4 Cancellation Amendment. The Transfer Agent shall use reasonable efforts to
act on all authorized requests to cancel or amend payment orders provided
that such requests are received in a timely manner affording the Transfer
Agent reasonable opportunity to act. However, the Transfer Agent assumes
no liability if the request for amendment or cancellation cannot be
satisfied.
5.5 Confirmation. Confirmation of Transfer Agent's execution of payment orders
shall ordinarily be provided within twenty four (24) hours notice of which
may be delivered through the Transfer Agent's proprietary information
systems, or by facsimile or call-back. Fund must report any objections to
the execution of an order within thirty (30) days.
6. Indemnification
6.1 The Transfer Agent shall not be responsible for, and the Trust shall
indemnify and hold the Transfer Agent harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement (including the
defense of any law suit in which the Transfer Agent or affiliate is
a named party), provided that such actions are taken in good faith
and without negligence or willful misconduct;
(b) The lack of good faith, negligence or willful misconduct of the
Trust;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on:
(i) any information, records, documents, data, share certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions, or such other similar means authorized by
the Trust, and which have been prepared, maintained or performed by
the Trust or any other person or firm on behalf of the Trust
including but not limited to ABIRM or the Investment Advisors; (ii)
any instructions or requests of the Trust or the Investment Advisors
or ABIRM or any of their respective officers; (iii) any instructions
or opinions of legal counsel of the Trust or the Transfer Agent with
respect to any matter arising in connection with the services to be
performed by the Transfer Agent under this Agreement which are
provided to the Transfer Agent after consultation with such legal
counsel; or (iv) any paper or document, reasonably believed to be
genuine, authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other determination
or ruling by any federal or any state agency with respect to the
offer or sale of such Shares; or
(e) The processing of any checks or wires, including without limitation
for deposit into the Trust's demand deposit account maintained by
the Transfer Agent.
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6.2 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which the Trust may be
required to indemnify the Transfer Agent for itself or in respect of the
Trust, the Transfer Agent shall promptly notify the Trust of such
assertion, and shall keep the Trust advised with respect to all
developments concerning such claim. The Trust shall have the option to
participate with the Transfer Agent in the defense of such claim or to
defend against said claim in its own name, or in the name of the Trust, or
in the name of the Transfer Agent. The Transfer Agent shall in no case
confess any claim or make any compromise in any case in which the Trust
may be required to indemnify the Transfer Agent except with the Trust's
prior written consent.
7. Standard of Care
The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors, including encoding
and payment processing errors, unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees or
agents. Notwithstanding the foregoing, the limitation on the Transfer
Agent's liability shall not apply to the extent any loss or damage results
from any fraud committed by the Transfer Agent or any intentionally bad or
malicious acts (that is, acts or breaches undertaken purposefully under
circumstances in which the person acting knows or has reason to believe
that such act or breach violates such person's obligations under this
Agreement or can cause danger or harm) of the Transfer Agent.
8. Confidentiality
8.1 The Transfer Agent and the Trust agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other business
organization, any customers' lists, trade secrets, cost figures and
projections, profit figures and projections, or any other secret or
confidential information whatsoever, whether of the Transfer Agent or the
Trust, used or gained by the Transfer Agent or the Trust during
performance under this Agreement. The Trust and the Transfer Agent further
covenant and agree to retain all such knowledge and information acquired
during and after the term of this Agreement respecting such lists, trade
secrets, or any secret or confidential information whatsoever in trust for
the sole benefit of the Transfer Agent or the Trust and their successors
and assigns. The above prohibition of disclosure shall not apply to the
extent that the Transfer Agent must disclose such data to its
sub-contractor or an agent of the Trust for purposes of providing services
under this Agreement.
8.2 In the event that any requests or demands are made for the inspection of
the Shareholder records of the Trust, other than request for records of
Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the Transfer
Agent will endeavor to notify the Trust and to secure instructions
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from an authorized officer of the Trust as to such inspection. The
Transfer Agent expressly reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by counsel that
it may be held liable for the failure to exhibit the Shareholder records
to such person or if required by law or court order.
9. Covenants of the Trust and the Transfer Agent
9.1 The Trust and/or ACM shall promptly furnish to the Transfer Agent the
following:
(a) A certified copy of the resolution of the Board of Trustees of the
Trust authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and
(b) A copy of the Articles of Declaration of Trust and By-Laws of the
Trust and all material amendments thereto.
9.2 The Transfer Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Trust for safekeeping of share
certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
9.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Transfer Agent agrees that all
such records prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property
of the Trust and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly
to the Trust on and in accordance with its request.
10. Termination of Agreement
10.1 Termination. The Trust may give the Transfer Agent sixty (60) days and the
Transfer Agent may give the Trust (90) days written notice of the
termination of this Agreement, such termination to take effect at the time
specified in the notice. Upon notice of termination, the Trust shall use
its best efforts to obtain a successor transfer agent. If a successor
transfer agent is not appointed within ninety (90) days after the date of
the notice of termination, the Trustees of the Trust shall, by resolution,
designate the Trust as its own transfer agent.
10.2 Disposition of Records. Upon receipt of written notice from the Trust of
the appointment of the successor transfer agent and upon receipt of
written instructions the Transfer Agent shall, upon request of the Trust
and the successor transfer agent and upon payment of the Transfer Agent
reasonable charges and disbursements, promptly transfer to the successor
transfer agent the original or copies of all books and records maintained
by the Transfer Agent hereunder and cooperate with, and provide reasonable
assistance to, the successor
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transfer agent in the establishment of the books and records necessary to
carry out its responsibilities hereunder.
10.3 Continuance. Unless sooner terminated pursuant to Section 10.1, this
Agreement will continue in effect so long as its continuance is
specifically approved at least annually by the Trustees or by a vote of
the stockholders of the Trust and in either case by a majority of the
Trustees who are not parties to this Agreement or interested persons of
any such party, at a meeting called for the purpose of voting on this
Agreement.
11. Assignment
This Agreement shall extend to and shall bind the parties hereto and their
respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Trust without the written consent of the
Transfer Agent or by the Transfer Agent without the written consent of the
Trust, authorized or approved by a resolution of the Trust's Trustees.
Notwithstanding the foregoing, either party may assign this Agreement
without the consent of the other party so long as the assignee is an
affiliate, parent or subsidiary of the assigning party and is qualified to
act under the Investment Company Act, as amended from time to time.
12. Miscellaneous
12.1 Amendment. This Agreement may be amended from time to time by a written
supplemental agreement executed by the Trust and the Transfer Agent and
without notice to or approval of the Shareholders; provided this Agreement
may not be amended in any manner which would substantially increase the
Trust's obligations hereunder unless the amendment is first approved by
the Trust's Trustees, including a majority of the Trustees who are not a
party to this Agreement or interested persons of any such party, at a
meeting called for such purpose, and thereafter is approved by the Trust's
Shareholders if such approval is required under the Investment Company Act
or the rules and regulations thereunder.
12.2 New Jersey Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
the State of New Jersey.
12.3 Consequential Damages. No party to this Agreement shall be liable to the
other party for special, indirect or consequential damages under any
provision of this Agreement or for any special, indirect or consequential
damages arising out of any act or failure to act hereunder.
12.4 Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon, and confidentiality and/or protections of proprietary
rights and trade secrets shall survive the termination of this Agreement.
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12.5 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
12.6 Priorities Clause. In the event of any conflict, discrepancy or ambiguity
between the terms and conditions contained in this Agreement and any
Schedules or attachments hereto, the terms and conditions contained in
this Agreement shall take precedence.
12.7 Waiver. No waiver by any party or any breach or default of any of the
covenants or conditions herein contained and performed by the any party
shall be construed as a waiver of any succeeding breach of the same or of
any other covenant or condition.
12.8 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect
to the subject matter hereof whether oral or written.
12.9 Counterparts. This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
12.10 Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other
similar process. The parties hereto each agree that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction
shall likewise be admissible in evidence.
12.11 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
(a) If to, to the Transfer Agent:
Alliance Global Investor Services, Inc.
000 Xxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
(b) If to the Trust:
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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13. Additional Funds
In the event that the Trust establishes one or more series of Shares, in
addition to those listed on the attached Schedule A, with respect to which
it desires to have the Transfer Agent render services as transfer agent
under the terms hereof, it shall so notify the Transfer Agent in writing,
and if the Transfer Agent agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
[Signatures on Following Page]
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Signature Page to Transfer Agency Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
BY: _____________________________________
Title:
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
BY: _____________________________________
Title:
SCHEDULE A
Portfolio List
AllianceBernstein U.S. Value Portfolio
AllianceBernstein U.S. Large Cap Growth Portfolio
AllianceBernstein Real Estate Investment Portfolio
AllianceBernstein International Value Portfolio
AllianceBernstein International Growth Portfolio
AllianceBernstein Short Duration Bond Portfolio
AllianceBernstein Intermediate Duration Bond Portfolio
AllianceBernstein Tips Portfolio
AllianceBernstein High-Yield Portfolio
AllianceBernstein Small-Mid Cap Value Portfolio
AllianceBernstein Small-Mid Cap Growth Portfolio
