Exhibit (h)
FORM OF
TRANSFER AGENCY AGREEMENT
BETWEEN
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC.
AND
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
TABLE OF CONTENTS
Page
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1. Terms of Appointment and Duties.........................................
2. Fees and Expenses ......................................................
3. Representations and Warranties of the Transfer Agent ...................
4. Representations and Warranties of the Fund.............................
5. Wire Transfer Operating Guidelines......................................
6. Indemnification ........................................................
7. Standard of Care........................................................
8. Confidentiality.........................................................
9. Covenants of the Fund and the Transfer Agent...........................
10. Termination of Agreement................................................
11. Assignment..............................................................
12. Miscellaneous...........................................................
13. Additional Portfolios...................................................
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the _____ day of ______________________, 2006, between
AllianceBernstein Fixed-Income Shares, Inc., a Maryland corporation, having its
principal office and place of business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "Fund") and AllianceBernstein 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 Fund is authorized to issue shares of common stock in separate
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 Fund 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 Fund, 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 Fund shall be effected for shareholders of each
Portfolio ("Shareholders") by AllianceBernstein L.P., the Fund's investment
adviser ("the Investment Adviser").
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 Fund, on behalf of the Portfolios, hereby employs and
appoints the Transfer Agent to act as, and the Transfer Agent agrees to
act as the transfer agent for the authorized and issued shares of common
stock of the Portfolios ("Shares") and dividend disbursing agent as set
out in the prospectus and statement of additional information
("prospectus") of the applicable Portfolio. In accordance with procedures
established from time to time by agreement between the Fund, on behalf of
each of the Portfolios, 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 Adviser on behalf of the Shareholders, and promptly deliver
payment and appropriate documentation thereof to the Custodian of the Fund
authorized pursuant to the Articles of Incorporation of the Fund (the
"Custodian");
(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 Adviser 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
Adviser;
(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 Adviser on
behalf of Shareholders, pay over or cause to be paid over such monies as
instructed by the Investment Adviser;
(f) Effect transfers of Shares by the Investment Adviser on behalf of the
registered Shareholders upon receipt of appropriate instructions from the
Investment Adviser;
(g) Prepare and transmit payments to the Investment Adviser for dividends
and distributions declared by the Fund on behalf of a Portfolio;
(h) Maintain records of account for and advise the Fund and the Investment
Adviser for the Shareholders as to the foregoing; and
(i) Record the issuance of Shares of a Portfolio and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of Shares of a Portfolio that
are authorized, based upon data provided to it by the Fund, and issued and
outstanding. The Transfer Agent shall also provide the Fund 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 Fund.
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 confirmation forms and statements of account to the Investment
Adviser for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders to the Investment Adviser, 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 Fund and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the Fund
or its agent may perform these services on a Portfolio's behalf.
2. Fees and Expenses
2.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this
Agreement, the Fund shall pay to the Transfer Agent a fee that the Board
of Directors of the Fund 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 [_____]. 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 Fund and the Transfer
Agent.
2.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 2.1
above, the Fund, on behalf of a Portfolio, agrees to reimburse the
Transfer Agent for out-of-pocket expenses, including but not limited to
the cost of stationary, forms, supplies, blank checks, proxies and proxy
solicitation and tabulation costs, confirmation statements, investor
statements, any other forms or statements used by the Transfer Agent in
communicating with Shareholders or especially prepared for use in
connection with the Transfer Agent's services hereunder, costs associated
with maintaining withholding accounts (including non-resident alien,
Federal government and state), postage, freight charges, long distance
telephone calls, telegraph (or similar electronic media) used in
communicating with Shareholders or their representatives, outside mailing
services, records retention, customized programming/ enhancements/
reporting, federal wire fees, transcripts, microfilm, microfiche, disaster
recovery, hardware at the Fund'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
Fund.
3. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund 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.
4. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
4.1 It is a corporation duly organized and existing and in good standing under
the laws of the State of Maryland.
4.2 It is empowered under applicable laws and by its Articles of Incorporation
and By-Laws to enter into and perform this Agreement.
4.3 All proceedings required by said Articles of Incorporation 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 a Portfolio being offered for sale.
5. Wire Transfer Operating Guidelines
5.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit
the appropriate Portfolio 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 Fund 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.
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. The Fund, on behalf of a Portfolio,
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 Fund 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 Fund;
(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 Fund, and
which have been prepared, maintained or performed by the Fund or any other
person or firm on behalf of the Fund including but not limited to
AllianceBernstein Investments, Inc. ("ABI") or the Investment Adviser;
(ii) any instructions or requests of the Fund or the Investment Adviser or
ABI or any of their respective officers; (iii) any instructions or
opinions of legal counsel of the Fund 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 a Portfolio's demand deposit account maintained by the
Transfer Agent.
6.2 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent for itself or in respect of a
Portfolio, the Transfer Agent shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund 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 a Portfolio,
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 Fund may
be required to indemnify the Transfer Agent except with the Fund'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 Fund 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 a
Portfolio, used or gained by the Transfer Agent or the Fund during
performance under this Agreement. The Fund 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 a Portfolio 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 Fund 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 a Portfolio, 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 Fund and to secure instructions from an
authorized officer of a Portfolio 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 Fund and the Transfer Agent
9.1 The Fund and/or the Adviser shall promptly furnish to the Transfer Agent
the following:
(a)A certified copy of the resolution of the Board of Directors of the
Fund authorizing the appointment of the Transfer Agent and the execution
and delivery of this Agreement; and
(b) A copy of the Articles of Incorporation and By-Laws of the Fund and
all material amendments thereto.
9.2 The Transfer Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund 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 Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly
to the Fund on and in accordance with its request.
10. Termination of Agreement
10.1 Termination. The Fund may give the Transfer Agent sixty (60) days and the
Transfer Agent may give the Fund (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 Fund 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 Directors of the Fund shall, by resolution,
designate the Fund as its own transfer agent.
10.2 Disposition of Records. Upon receipt of written notice from the Fund of
the appointment of the successor transfer agent and upon receipt of
written instructions the Transfer Agent shall, upon request of the Fund
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 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 Directors or by a vote of
the stockholders of a Portfolio and in either case by a majority of the
Directors 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 Fund without the written consent of the
Transfer Agent or by the Transfer Agent without the written consent of the
Fund, authorized or approved by a resolution of the Fund's Directors.
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 Fund 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
Fund's obligations hereunder unless the amendment is first approved by the
Fund's Directors, including a majority of the Directors 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 a
Portfolio'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.
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 the Transfer Agent:
AllianceBernstein Investor Services, Inc.
000 Xxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
(b) If to the Fund:
AllianceBernstein L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
13. Additional Portfolios
In the event that the Fund 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.
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.
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC.
BY: __________________________________
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
BY: __________________________________
Title:
SCHEDULE A
Portfolio List
Prime STIF Portfolio
Government STIF Xxxxxxxxx
XX 00000 0132 656272
