ALLIANCE FUND DISTRIBUTORS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, X.X. 00000
(000) 000-0000
_______________, 20__
Selected Dealer Agreement
For Broker/Dealers (other than Bank Subsidiaries)
Ladies and Gentlemen:
As the principal underwriter of shares of certain registered investment
companies at present or hereafter managed by Alliance Capital Management L.P.,
we invite you to participate as principal in the distribution of shares of each
such company as we now or hereafter identify to you (each a "Fund"), all upon
the following terms and conditions:
1. You are to offer and sell shares of a Fund only at the public
offering prices as then currently in effect and only in accordance with the
terms of the then current prospectus(es) and statement(s) of additional
information of the Fund (collectively, the "Prospectus"). To the extent that a
Prospectus contains any provision that is inconsistent with this Agreement, the
Prospectus shall be controlling. You shall act only as principal in such
transactions and shall not have authority to act as agent for any Fund, for us,
or for any other dealer in any respect. All orders are subject to acceptance by
us and become effective only upon confirmation by us.
2. On each purchase of shares of a Fund by you from us, the total sales
charges and discount to you as a selected dealer, if any, shall be as stated in
the Fund's then currently applicable Prospectus.
Such sales charges and discounts are subject to reductions under a variety
of circumstances as described in each Fund's then current Prospectus. To
implement these reductions, we must be notified by you not later than when a
sale takes place which qualifies for the reduced charge or discount. If we
thereafter learn that a sale so qualified or did not so qualify, we may, but are
not required to, take such action as we deem appropriate to reflect the proper
charge or discount, if any, including an appropriate adjustment in the
corresponding amount of any payment to you or require that you reimburse us for
any discount inappropriately allowed to you.
There is no sales charge or discount to selected dealers on the
reinvestment of dividends nor shall any payment be due or paid to you for any
calendar quarter for which the amount otherwise due or to be paid to you
hereunder with respect to all Funds is less than $100.
3. As a selected dealer, you are hereby authorized (i) to place orders
directly with each Fund for its shares to be resold by us to you subject to the
applicable terms and conditions governing the placement of orders by us set
forth in the Distribution Services Agreement or corresponding agreement between
the Fund and us or as may otherwise be imposed by us and communicated to you and
subject to the applicable compensation provisions set forth in the Fund's then
currently applicable Prospectus and (ii) to tender shares directly to the Fund
or its agent for redemption subject to the applicable terms and conditions set
forth in the applicable Distribution Services Agreement and the then currently
applicable Prospectus.
4. Redemptions of shares of a Fund are to be made in accordance with
the then applicable Prospectus.
5. You shall:
(a) Purchase shares of any Fund only from us or from your
customers;
(b) Purchase shares from us only for the purpose of covering
purchase orders already received from your customers or to
be held for investment for your own account;
(c) Not purchase any shares of any Fund from your customers at
prices lower than the redemption or repurchase prices then
quoted by the Fund. You shall, however, be permitted to sell
shares of a Fund for the account of the record owners
thereof to the Fund at the repurchase prices currently
established for such shares and may charge the owner a fair
commission for handling the transaction;
(d) Not withhold placing customers' orders for shares so as to
profit yourself as a result of such withholding; and
(e) If any shares purchased by you hereunder are redeemed or
repurchased by any of your customers from any Fund within
seven business days after such confirmation of your original
order, forthwith refund to us the full discount allowed to
you on the original sales of such shares. We shall notify
you of such redemption or repurchase within ten days from
the date of delivery of the request therefor or of
certificates to us or the Fund. Termination or cancellation
of this Agreement shall not relieve you or us from the
requirements of this Subsection (e).
6. We shall not accept from you any conditional orders for Fund shares.
Acceptance of an order to purchase shares of a Fund shall be made by the Fund
only against receipt of the purchase price, subject to deduction for the
discount reallowed to you and any applicable sales charge on such sales. If
payment for the shares purchased is not received within the time customary for
such payments, the sale may be cancelled forthwith without any responsibility or
liability on our part or on the part of the Fund (in which case you will be
responsible for any loss, including loss of profit, suffered by the Fund
resulting from your failure to make payment as aforesaid), or, at our option, we
may sell the shares ordered back to the Fund (in which case we may hold you
responsible for any loss, including loss of profit suffered by us resulting from
your failure to make payment as aforesaid).
7. You will not offer or sell any Fund shares except in compliance with
all applicable Federal and State securities laws, and in connection with sales
and offers to sell shares you shall on a timely basis furnish to each person to
whom any offer or any such sale is made a copy of the then currently applicable
prospectus and, if required to be furnished, a copy of the then currently
applicable statement of additional information. You shall at all times comply
with all provisions of applicable law, including requirements of the National
Association of Securities Dealers, Inc. (the "NASD"), and the then currently
applicable Prospectus of each Fund applicable to your conduct, including, but
not limited to, sales practices and sales charge waivers. We shall be under no
liability to you except for obligations expressly assumed by us herein. Nothing
herein contained, however, shall be deemed to be a condition, stipulation or
provision binding any persons acquiring any security to waive compliance with
any provision of the Securities Act of 1933, as amended (the "1933 Act"), or of
the rules and regulations of the Securities and Exchange Commission, or to
relieve the parties hereto from any liability arising under the 1933 Act.
8. From time to time while this Agreement is in effect, we may make
payments to you pursuant to one or more of the distribution plans adopted by
certain of the Funds pursuant to Rule 12b-1 ("Rule 12b-1") under the Investment
Company Act of 1940, as amended (the "1940 Act"), in consideration of your
furnishing distribution services hereunder with respect to each such Fund. We
have no obligation to make any such payments and you waive any such payment
until we receive monies therefor from the Fund. Any such payments made pursuant
to this Section 8 shall be subject to the following terms and conditions:
(a) Any such payments with respect to a particular Fund shall be
in such amounts as we may from time to time advise you of
but in any event not in excess of the amounts permitted by
the plan in effect with respect to that Fund. Any such
payments shall be in addition to the selling concession, if
any, allowed to you pursuant to this Agreement;
(b) The provisions of this Section 8 relate to each plan adopted
by a particular Fund pursuant to Rule 12b-1. You shall
provide to us, on a timely basis, such information as we may
request to enable us to provide to the Fund's Board of
Directors in accordance with Rule 12b-1, at least quarterly,
a written report of the amounts expended by us pursuant to
this Section 8 and the purposes for which such expenditures
were made; and
(c) Notwithstanding any other provision of this Agreement, the
provisions of this Section 8 applicable to each Fund shall
remain in effect for not more than a year and thereafter for
successive annual periods only so long as such continuance
is specifically approved at least annually in conformity
with Rule 12b-1 and the Act, and the provisions of this
Section 8 shall automatically terminate with respect to a
particular plan referred to in clause (a) of this Section 8
in the event of the assignment (as defined by the Act) of
this Agreement, in the event such plan terminates or is not
continued, or in the event this Agreement terminates or
ceases to remain in effect. In addition, the provisions of
this Section 8 may be terminated at any time, without
penalty, by (i) the Fund, in accordance with the terms of
the Act or, (ii) you or us with respect to any such plan on
not more than 60 days' nor less than 30 days' written notice
delivered (or mailed by registered mail, postage prepaid, to
the other party).
9. No person is authorized to make any representation concerning shares
of any Fund except those contained in the Fund's currently applicable Prospectus
or in currently applicable printed information issued by each Fund or by us as
information supplemental thereto. In purchasing shares of any Fund, you shall
rely solely on the representations in the Fund's then current Prospectus and/or
in the foregoing printed supplemental information. We shall supply to you Fund
Prospectuses, reasonable quantities of reports to shareholders, supplemental
sales literature, sales bulletins, and additional information as issued. You
shall distribute Prospectuses and reports to shareholders of the Funds to your
customers in compliance with the applicable requirements, except to the extent
that we expressly undertake to do so on your behalf. We shall not be responsible
for any advertising or sales material developed and used by you or any third
party relating to any Fund, unless approved in writing by us in advance of such
use. Any printed information furnished by us other than the then currently
applicable Prospectus for each Fund, periodic reports and proxy solicitation
materials are our sole responsibility and not the responsibility of the Fund,
and no Fund shall have any liability or responsibility to you in these respects
unless expressly assumed in connection therewith.
10. With respect to any Fund offering more than one class of shares, you
shall ensure that the class of shares offered and sold to each particular
offeree and purchaser meets all applicable suitability requirements.
11. Should you provide brokerage clearing services to broker-dealers or
other financial intermediaries who wish to sell shares to their clients
("Originating Firms"), you represent that you and each such Originating Firm are
parties to a clearing agreement which conforms in all respects to the
requirements of Rule 3230 of the Conduct Rules of the NASD ("Conduct Rules") or,
as applicable, the rules of a national securities exchange. In connection with
your provision of such brokerage clearing services, (a) you are responsible for
ensuring that shares are sold in compliance with the terms and conditions of
this Agreement and each applicable Prospectus, and (b) we have no responsibility
for determining whether any shares are suitable for clients of your Originating
Firms.
12. Neither our affiliates nor any Fund shall be liable for any loss,
expense, damages, costs or other claim arising out of any redemption or exchange
pursuant to telephone instructions from any person or our refusal to execute any
such instructions for any reason.
13(a) You represent that you are a member in good standing of the NASD. At
all times, you will abide by the Conduct Rules and by all other laws, rules and
regulations applicable to the conduct of your business to which the Agreement
pertains;
(b) You represent that you are bound by anti-money laundering procedures
and have adopted and implemented and will maintain an anti-money laundering
("AML") compliance program including an AML Policy and Procedures, as required
by the NASD and under U.S Law and therefore where you are responsible for
introducing clients' funds to us you will ensure that such clients are not
introduced until they have been properly identified and their details verified
in accordance with the latest money laundering requirements and guidelines and
that you will take all possible steps to ensure that such funds do not come from
any illicit activity and comply with all applicable laws and regulations
designed to guard against money laundering activities set out in your AML Policy
and Procedures;
(c) You agree to permit inspection relating to your AML policy and
procedures by U.S. federal departments or regulatory agencies with appropriate
jurisdiction over you and to make available to examiners from such departments
or regulatory agencies such information and records relating to your AML program
as such examiners shall reasonably request;
(d) You confirm that the Funds for which you place orders on our behalf
are also beneficiaries of this Agreement and therefore are relying upon your
compliance with your AML program and any and all laws and regulations applicable
to you in the execution of orders for the Funds; and
(e) You confirm that, on request, you will supply us with evidence of
the due diligence work that you have carried out. You also confirm that you will
retain all original records relating to the said due diligence work for each
client for a period of at least 5 years from the date of the termination of such
client's investment in the Funds.
14. This Agreement is in all respects subject to the Conduct Rules which
shall preempt any provision of this Agreement to the contrary. You shall inform
us promptly of any pending or threatened action or proceeding by the NASD
bearing on your membership with the NASD and of any suspension or termination of
such membership. You recognize that under the Conduct Rules we are prohibited
from making any payments to you after your ceasing to be a member in good
standing of the NASD, other than payments with respect to which all events
entitling you to payment (including the completion of any applicable time
period) have occurred prior to that date, and you shall not hereunder be
entitled to any such payments. You shall return to us, upon our demand of you,
the amount of any such payments we identify to you as having been made by us to
you subsequent to your ceasing to be such a member. After the earlier of your
ceasing to be a member in good standing of the NASD or the termination of this
Agreement, neither we nor any Fund will be obligated to accept instructions from
you, or any of your employees or representatives, regarding accounts or any
transactions thereon. Promptly thereafter, you shall (a) instruct your customers
to contact Alliance Global Investor Services, Inc. ("AGIS") directly at (800)
237-5822 or such other numbers as we provide to you regarding all future
transactions in shares of any Fund, and (b) if shares of any Fund beneficially
owned by a number of your customers are held by you in an omnibus account, you
shall provide to AGIS the details by customer (i.e., name, address and telephone
number and number of shares owned).
15. In the event you violate any of your obligations under this
Agreement, we may, in our sole discretion, cease paying to you any or all
amounts to which you would otherwise be entitled under this Agreement after such
violation. You shall return to us, upon our demand of you, all or such portion
of any payments we identify to you as having been made by us to you after any
such violation.
16. We may, without notice, suspend sales or withdraw the offering of
shares of any one or more of the Funds at any time. Either you or we may
terminate this Agreement by giving written notice to the other. Such notice
shall be deemed given on the date on which it is delivered personally to you or
to any of your officers or members, or was mailed postpaid or delivered to a
telegraph office for transmission to the address of you or us, as applicable, as
set forth below. This Agreement may be amended by us at any time by written
notice to you and your placing of an order after your receipt of such notice and
the effective date of any such amendment shall constitute your acceptance
thereof.
17. Unless this Agreement is terminated after you are no longer a member
in good standing of the NASD, subject to Section 15 hereof, we shall for so long
after such termination as you remain a member in good standing make payments to
you in accordance with Section 2 hereof based on sales of Fund shares purchased
by you that are consummated prior to such termination. Your right to payments
hereunder subsequent to termination of this Agreement after you are no longer a
member in good standing of the NASD, if any, shall be solely as provided in
Section 14 hereof. This Section 17 will survive the termination of this
Agreement.
18. You shall indemnify and hold harmless us, each Fund, Alliance
Capital Management L.P. and our and their direct and indirect subsidiaries and
affiliates, directors trustees, officers, employees, shareholders, agents and
representatives (collectively, the "Indemnitees") from and against any and all
claims, losses, damages, costs, expenses and liabilities, including attorneys
fees, that may be assessed against, or suffered or incurred by any of them,
however arising, and as they are assessed, suffered or incurred, which relate in
any way to (a) any breach by you of any of your representations or warranties
hereunder, or your failure to comply with any of your obligations hereunder; (b)
any incorrect, omitted and/or unauthorized information provided or required to
be provided by you to us or to any of the Funds; (c) your provision to any of
your customers or prospective customers of information regarding any of the
Funds other than the then current Prospectus or supplemental information
referred to in Section 9 hereof, except as expressly authorized by us; and/or
(d) your failure to properly comply with any applicable law, rule or
regulations. Your obligations under this Section 18 shall extend to actions,
failures, errors, omissions, misconduct and breach by you and by your employees,
agents and representatives, whether or not acting with the scope of their
employment, agency or authority. Nothing in this Section 18 shall be deemed to
preclude any of the Indemnitees from seeking monetary damages and/or injunctive
relief in connection with any such claims, losses, damages, costs, expenses or
liabilities. This Section 18 will survive termination of this Agreement or any
provision hereof.
19. Either party to this Agreement may cancel this Agreement by giving
written notice to the other. Such notice shall be deemed to have been given on
the date on which it was either delivered personally to the other party or any
officer or member thereof, or was mailed postpaid or delivered to a telegraph
office of transmission to the other party at his or its address as shown below.
This Agreement may be amended by us at any time and your placing of an order
after the effective date of any such amendment shall constitute your acceptance
thereof.
20. This Agreement shall be construed in accordance with the laws of the
State of New York and shall be binding upon us and you when signed by us and
accepted by you in the space provided below.
Very truly yours,
ALLIANCE FUND DISTRIBUTORS, INC.
By:________________________________
(Authorized Signature)
Firm Name_______________________________________________________
Address_________________________________________________________
City____________________________ State_________ Zip Code________
Accepted by (signature)_____________________
Name (print)____________________________ Title__________________
Date________________, 200_ Telephone Number___________________
Please return two signed copies of this Agreement
(one of which signed by us will thereafter be
returned to you) in the accompanying return
envelope to:
Alliance Fund Distributors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
356398
