ALLIANCEBERNSTEIN CORPORATE SHARES
FORM OF TRANSFER AGENCY AGREEMENT
AGREEMENT, dated as of May , 2006, between AllianceBernstein
Corporate Shares, a Massachusetts business trust and an open-end investment
company registered with the Securities and Exchange Commission (the "SEC") under
the Investment Company Act of 1940 (the "Investment Company Act"), having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Trust"), on behalf of each of the series listed on Schedule I hereto
(each, a "Fund"), and ALLIANCEBERNSTEIN INVESTOR SERVICES, INC., a Delaware
corporation registered with the SEC as a transfer agent under the Securities
Exchange Act of 1934, having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("ABIS"), provides as follows:
WHEREAS, ABIS has agreed to act as transfer agent to the Trust for
the purpose of recording the transfer, issuance and redemption of shares of the
Fund ("Shares"), transferring the Shares, disbursing dividends and other
distributions to shareholders of the Fund, and performing such other services as
may be agreed to pursuant hereto;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. The Trust hereby appoints ABIS as its transfer agent,
dividend disbursing agent and shareholder servicing agent for the Shares, and
ABIS agrees to act in such capacities upon the terms set forth in this
Agreement. Capitalized terms used in this Agreement and not otherwise defined
shall have the meanings assigned to them in SECTION 30.
SECTION 2.
(a) The Trust shall provide ABIS with copies of the following
documents:
(1) Specimens of all forms of certificates for Shares;
(2) Specimens of all account application forms and other documents
relating to Shareholders' accounts;
(3) Copies of each Prospectus;
(4) Specimens of all documents relating to withdrawal plans
instituted by the Trust, as described in SECTION 16; and
(5) Specimens of all amendments to any of the foregoing documents.
(b) The Trust shall furnish to ABIS a supply of blank Share
Certificates for the Shares and, from time to time, will renew such supply upon
ABIS' request. Blank Share Certificates shall be signed manually or by facsimile
signatures of officers of the Trust authorized to sign by law or pursuant to the
bylaws of the Trust and, if required by ABIS, shall bear the Trust's seal or a
facsimile thereof.
SECTION 3. ABIS shall make original issues of Shares in accordance
with SECTIONS 13 and 14 and the Prospectus upon receipt of (i) Written
Instructions requesting the issuance, (ii) a certified copy of a resolution of
the Trust's Trustees authorizing the issuance, (iii) necessary funds for the
payment of any original issue tax applicable to such Shares, and (iv) an opinion
of the Trust's counsel as to the legality and validity of the issuance, which
opinion may provide that it is contingent upon the filing by the Trust of an
appropriate notice with the SEC, as required by Rule 24f-2 of the Investment
Company Act, as amended from time to time.
SECTION 4. Transfers of Shares shall be registered and, subject to
the provisions of SECTION 10 in the case of Shares evidenced by Share
Certificates, new Share Certificates shall be issued by ABIS upon surrender of
outstanding Share Certificates in the form deemed by ABIS to be properly
endorsed for transfer, which form shall include (i) all necessary endorsers'
signatures guaranteed by a member firm of a national securities exchange or a
domestic commercial bank or through other procedures mutually agreed to between
the Trust and ABIS, (ii) such assurances as ABIS may deem necessary to evidence
the genuineness and effectiveness of each endorsement and (iii) satisfactory
evidence of compliance with all applicable laws relating to the payment or
collection of taxes.
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SECTION 5. ABIS shall forward Share Certificates in "non-negotiable"
form by first-class or registered mail, or by whatever means ABIS deems equally
reliable and expeditious. While in transit to the addressee, all deliveries of
Share Certificates shall be insured by ABIS as it deems appropriate. ABIS shall
not mail Share Certificates in "negotiable" form, unless requested in writing by
the Trust and fully indemnified by the Trust to ABIS' satisfaction.
SECTION 6. In registering transfers of Shares, ABIS may rely upon
the Uniform Commercial Code as in effect from time to time in The Commonwealth
of Massachusetts or, if appropriate, in the State of New Jersey; provided, that
ABIS may rely in addition or alternatively on any other statutes in effect in
the State of New Jersey or in the state under the laws of which the Trust is
incorporated or organized that, in the opinion of ABIS' counsel, protect ABIS
and the Trust from liability arising from (i) not requiring complete
documentation in connection with an issuance or transfer, (ii) registering a
transfer without an adverse claim inquiry, (iii) delaying registration for
purposes of an adverse claim inquiry or (iv) refusing registration in connection
with an adverse claim.
SECTION 7. ABIS may issue new Share Certificates in place of those
lost, destroyed or stolen, upon receiving indemnity satisfactory to ABIS; and
may issue new Share Certificates in exchange for, and upon surrender of,
mutilated Share Certificates as ABIS deems appropriate.
SECTION 8. Unless otherwise directed by the Trust, ABIS may issue or
register Share Certificates reflecting the signature, or facsimile thereof, of
an officer who has died, resigned or been removed by the Trust. The Trust shall
file promptly with ABIS' approval, adoption or ratification of such action as
may be required by law or by ABIS.
SECTION 9. ABIS shall maintain customary share registry records for
Shares of each Series noting the issuance, transfer or redemption of Shares and
the issuance and transfer of Share Certificates. ABIS may also maintain for
Shares of each Series an account entitled "Unissued Certificate Account," in
which ABIS will record the Shares, and fractions thereof, issued and outstanding
from time to time for which issuance of Share Certificates has not been
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requested. ABIS is authorized to keep records for Shares of each Series
containing the names and addresses of record of Shareholders, and the number of
Shares, and fractions thereof, from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder will be assigned a single
account number for Shares of each Series, even though Shares for which
Certificates have been issued will be accounted for separately.
SECTION 10. ABIS shall issue Share Certificates for Shares only upon
receipt of a written request from a Shareholder and as authorized by the Trust.
If Shares are purchased or transferred without a request for the issuance of a
Share Certificate, ABIS shall merely note on its share registry records the
issuance or transfer of the Shares and fractions thereof and credit or debit, as
appropriate, the Unissued Certificate Account and the respective Shareholders'
accounts with the Shares. Whenever Shares, and fractions thereof, owned by
Shareholders are surrendered for redemption, ABIS may process the transactions
by making appropriate entries in the stock transfer records, and debiting the
Unissued Certificate Account and the record of issued Shares outstanding; it
shall be unnecessary for ABIS to reissue Share Certificates in the name of the
Fund.
SECTION 11. ABIS shall also perform the usual duties and functions
required of a stock transfer agent for a corporation, including but not limited
to (i) issuing Share Certificates as treasury Shares, as directed by Written
Instructions, and (ii) transferring Share Certificates from one Shareholder to
another in the usual manner. ABIS may rely conclusively and act without further
investigation upon any list, instruction, certification, authorization, Share
Certificate or other instrument or paper reasonably believed by it in good faith
to be genuine and unaltered, and to have been signed, countersigned or executed
or authorized by a duly-authorized person or persons, or by the Trust, or upon
the advice of counsel for the Trust or for ABIS. ABIS may record any transfer of
Share Certificates which it reasonably believes in good faith to have been duly
authorized, or may refuse to record any transfer of Share Certificates if, in
good faith, it reasonably deems such refusal necessary in order to avoid any
liability on the part of either the Trust or ABIS.
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SECTION 12. ABIS shall notify the Trust of any request or demand for
the inspection of the Trust's share records. ABIS shall abide by the Trust's
instructions for granting or denying the inspection; provided, however, ABIS may
grant the inspection without such instructions if it is advised by its counsel
that failure to do so will result in liability to ABIS.
SECTION 13. ABIS shall observe the following procedures in handling
funds received:
(a) Upon receipt at the office designated by the Trust of any check
or other order drawn or endorsed to the Trust or otherwise identified as being
for the account of the Trust, and, in the case of a new account, accompanied by
a new account application or sufficient information to establish an account as
provided in the Prospectus, ABIS shall stamp the transmittal document
accompanying such check or other order with the name of the Trust and the time
and date of receipt and shall forthwith deposit the proceeds thereof in the
custodial account of the Trust.
(b) In the event that any check or other order for the purchase of
Shares is returned unpaid for any reason, ABIS shall, in the absence of other
instructions from the Trust, advise the Trust of the returned check and prepare
such documents and information as may be necessary to cancel promptly any Shares
purchased on the basis of such returned check and any accumulated income
dividends and capital gains distributions paid on such Shares.
(c) As soon as possible after 4:00 p.m., Eastern time or at such
other times as the Trust may specify in Written or Oral Instructions for any
Series (the "Valuation Time") on each Business Day ABIS shall obtain from the
Trust's Adviser a quotation (on which it may conclusively rely) of the net asset
value, determined as of the Valuation Time on that day. On each Business Day
ABIS shall use the net asset value(s) determined by the Trust's Adviser to
compute the number of Shares and fractional Shares to be purchased and the
aggregate purchase proceeds to be deposited with the Custodian. As necessary but
no more frequently than daily (unless a more frequent basis is agreed to by
ABIS), ABIS shall place a purchase order with the
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Custodian for the proper number of Shares and fractional Shares to be purchased
and promptly thereafter shall send written confirmation of such purchase to the
Custodian and the Trust.
SECTION 14. Having made the calculations required by SECTION 13,
ABIS shall thereupon pay the Custodian the aggregate net asset value of the
Shares purchased. The aggregate number of Shares and fractional Shares purchased
shall then be issued daily and credited by ABIS to the Unissued Certificate
Account. ABIS shall also credit each Shareholder's separate account with the
number of Shares purchased by such Shareholder. ABIS shall mail written
confirmation of the purchase to each Shareholder or the Shareholder's
representative and to the Trust if requested. Each confirmation shall indicate
the prior Share balance, the new Share balance, the Shares for which Stock
Certificates are outstanding (if any), the amount invested and the price paid
for the newly-purchased Shares.
SECTION 15. Prior to the Valuation Time on each Business Day, as
specified in accordance with SECTION 13, ABIS shall process all requests to
redeem Shares and, with respect to the Fund, shall advise the Custodian of (i)
the total number of Shares available for redemption and (ii) the number of
Shares and fractional Shares requested to be redeemed. Upon confirmation of the
net asset value by the Trust's Adviser, ABIS shall notify the Trust and the
Custodian of the redemption, apply the redemption proceeds in accordance with
SECTION 16 and the Prospectus, record the redemption in the share registry
books, and debit the redeemed Shares from the Unissued Certificates Account and
the individual account of the Shareholder.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, ABIS may, at the request of the Trust, sell Shares to the
Trust as repurchases from Shareholders, provided that the sale price is not less
than the applicable redemption price. The redemption procedures shall then be
appropriately modified.
SECTION 16. ABIS will carry out the following procedures with
respect to Share redemptions:
(a) As to each request received by the Trust from or on behalf of a
Shareholder for the redemption of Shares, and unless the right of redemption has
been suspended
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as contemplated by the Prospectus, ABIS shall, within seven days after receipt
of such redemption request, either (i) mail a check in the amount of the
proceeds of such redemption to the person designated by the Shareholder or other
person to receive such proceeds or, (ii) in the event redemption proceeds are to
be wired through the Federal Reserve Wire System or by bank wire pursuant to
procedures described in the Prospectus, cause such proceeds to be wired in
Federal funds to the bank or trust company account designated by the Shareholder
to receive such proceeds. ABIS shall also prepare and send a confirmation of
such redemption to the Shareholder. Redemptions in kind shall be made only in
accordance with such Written Instructions as ABIS may receive from the Trust.
The requirements as to instruments of transfer and other documentation, the
determination of the appropriate redemption price and the time of payment shall
be as provided in the Prospectus, subject to such additional requirements
consistent therewith as may be established by mutual agreement between the Trust
and ABIS. In the case of a request for redemption that does not comply in all
respects with the requirements for redemption, ABIS shall promptly so notify the
Shareholder and shall effect such redemption at the price in effect at the time
of receipt of documents complying with such requirements. ABIS shall notify the
Trust's Custodian and the Trust on each Business Day of the amount of cash
required to meet payments made pursuant to the provisions of this paragraph and
thereupon the Trust shall instruct the Custodian to make available to ABIS in
timely fashion sufficient funds therefor.
(b) Procedures and standards for effecting and accepting redemption
orders from Shareholders by telephone or by such check writing service as the
Trust may institute may be established by mutual agreement between ABIS and the
Trust consistent with the Prospectus.
(c) For purposes of redemption of Shares that have been purchased by
check within fifteen (15) days prior to receipt of the redemption request, the
Trust shall provide ABIS with Written Instructions concerning the time within
which such requests may be honored.
(d) ABIS shall process withdrawal orders duly executed by
Shareholders in accordance with the terms of any withdrawal plan instituted by
the Trust and described in the
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Prospectus. Payments upon such withdrawal orders and redemptions of Shares held
in withdrawal plan accounts in connection with such payments shall be made at
such times as the Trust may determine in accordance with the Prospectus.
(e) The authority of ABIS to perform its responsibilities under
SECTIONS 15 and 16 with respect to the Shares of any Series shall be suspended
if ABIS receives notice of the suspension of the determination of the net asset
value of the Series.
SECTION 17. Upon the declaration of each dividend and each capital
gains distribution by the Trust's Trustees, the Trust shall notify ABIS of the
date of such declaration, the amount payable per Share, the record date for
determining the Shareholders entitled to payment, the payment and the
reinvestment date price.
SECTION 18. Upon being advised by the Trust of the declaration of
any income dividend or capital gains distribution on account of its Shares, ABIS
shall compute and prepare for the Trust records crediting such distributions to
Shareholders. ABIS shall, on or before the payment date of any dividend or
distribution, notify the Trust and the Custodian of the estimated amount
required to pay any portion of a dividend or distribution which is payable in
cash, and thereupon the Trust shall, on or before the payment date of such
dividend or distribution, instruct the Custodian to make available to ABIS
sufficient funds for the payment of such cash amount. ABIS will, on the
designated payment date, reinvest all dividends in additional shares and
promptly mail to each Shareholder at his address of record a statement showing
the number of full and fractional Shares (rounded to three decimal places) then
owned by the Shareholder and the net asset value of such Shares; provided,
however, that if a Shareholder elects to receive dividends in cash, ABIS shall
prepare a check in the appropriate amount and mail it to the Shareholder at his
address of record within five (5) business days after the designated payment
date, or transmit the appropriate amount in Federal funds in accordance with the
Shareholder's agreement with the Trust.
SECTION 19. ABIS shall prepare and maintain for the Trust records
showing for each Shareholder's account the following:
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A. The name, address and tax identification number of the
Shareholder;
B. The number of Shares of each Series held by the Shareholder;
C. Historical information including dividends paid and date and
price for all transactions;
D. Any stop or restraining order placed against such account;
E. Information with respect to the withholding of any portion of
income dividends or capital gains distributions as are required to be withheld
under applicable law;
F. Any dividend or distribution reinvestment election, withdrawal
plan application, and correspondence relating to the current maintenance of the
account;
G. The certificate numbers and denominations of any Share
Certificates issued to the Shareholder; and
H. Any additional information required by ABIS to perform the
services contemplated by this Agreement. ABIS agrees to make available upon
request by the Trust or the Trust's Adviser and to preserve for the periods
prescribed in Rule 31a-2 of the Investment Company Act any records related to
services provided under this Agreement and required to be maintained by Rule
31a-1 of that Act, including:
(i) Copies of the daily transaction register for each Business Day
of the Trust;
(ii) Copies of all dividend, distribution and reinvestment blotters;
(iii) Schedules of the quantities of Shares of each Series
distributed in each state for purposes of any state's laws or regulations as
specified in Oral or Written Instructions given to ABIS from time to time by the
Trust or its agents; and
(iv) Such other information, including Shareholder lists, and
statistical information as may be agreed upon from time to time by the Trust and
ABIS.
SECTION 20. ABIS shall maintain those records necessary to enable
the Trust to file, in a timely manner, form N-SAR (Semi-Annual Report) or any
successor report required by the Investment Company Act or rules and regulations
thereunder.
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SECTION 21. ABIS shall cooperate with the Trust's independent public
accountants and shall take reasonable action to make all necessary information
available to such accountants for the performance of their duties.
SECTION 22. In addition to the services described above, ABIS will
perform other services for the Trust as may be mutually agreed upon in writing
from time to time, which may include preparing and filing Federal tax forms with
the Internal Revenue Service, and, subject to supervisory oversight by the
Trust's Adviser, mailing Federal tax information to Shareholders, mailing
semi-annual Shareholder reports, preparing the annual list of Shareholders,
mailing notices of Shareholders' meetings, proxies and proxy statements and
tabulating proxies. ABIS shall answer the inquiries of certain Shareholders
related to their share accounts and other correspondence requiring an answer
from the Trust. ABIS shall maintain dated copies of written communications from
Shareholders, and replies thereto.
SECTION 23. Nothing contained in this Agreement is intended to or
shall require ABIS, in any capacity hereunder, to perform any functions or
duties on any day other than a Business Day. Functions or duties normally
scheduled to be performed on any day which is not a Business Day shall be
performed on, and as of, the next Business Day, unless otherwise required by
law.
SECTION 24. ABIS shall receive no compensation from the Trust for
its services hereunder. The Trust understands and agrees, however, that ABIS and
its affiliates expect to receive compensation from third parties in connection
with ABIS' provision of services hereunder. In addition, ABIS will pay all
expenses it incurs in connection with its obligations under this Agreement,
except any expenses that are paid by a party other than the Trust under the
terms of any other agreement to which the Trust is a party or a third-party
beneficiary.
SECTION 25. ABIS shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed on any basis whatsoever in
connection with the Trust or any Shareholder, excluding taxes assessed against
ABIS for compensation received by it hereunder.
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SECTION 26.
(a) ABIS shall at all times act in good faith and with reasonable
care in performing the services to be provided by it under this Agreement, but
shall not be liable for any loss or damage unless such loss or damage is caused
by the negligence, bad faith or willful misconduct of ABIS or its employees or
agents.
(b) The Trust shall indemnify and hold ABIS harmless from all loss,
cost, damage and expense, including reasonable expenses for counsel, incurred by
it resulting from any claim, demand, action or suit in connection with the
performance of its duties hereunder, or as a result of acting upon any
instruction reasonably believed by it to have been properly given by a duly
authorized officer of the Trust, or upon any information, data, records or
documents provided to ABIS or its agents by computer tape, telex, CRT data entry
or other similar means authorized by the Trust; provided that this
indemnification shall not apply to actions or omissions of ABIS in cases of its
own bad faith, willful misconduct or negligence, and provided further that if in
any case the Trust may be asked to indemnify or hold ABIS harmless pursuant to
this Section, the Trust shall have been fully and promptly advised by ABIS of
all material facts concerning the situation in question. The Trust shall have
the option to defend ABIS against any claim which may be the subject of this
indemnification, and in the event that the Trust so elects it will so notify
ABIS, and thereupon the Trust shall retain competent counsel to undertake
defense of the claim, and ABIS shall in such situations incur no further legal
or other expenses for which it may seek indemnification under this paragraph.
ABIS shall in no case confess any claim or make any compromise in any case in
which the Trust may be asked to indemnify ABIS except with the Trust's prior
written consent.
Without limiting the foregoing:
(i) ABIS may rely upon the advice of the Trust or counsel to the
Trust or ABIS, and upon statements of accountants, brokers and other persons
believed by ABIS in good faith to be expert in the matters upon which they are
consulted. ABIS shall not be liable for any action taken in good faith reliance
upon such advice or statements;
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(ii) ABIS shall not be liable for any action reasonably taken in
good faith reliance upon any Written Instructions or certified copy of any
resolution of the Trust's Trustees, including a Written Instruction authorizing
ABIS to make payment upon redemption of Shares without a signature guarantee;
provided, however, that upon receipt of a Written Instruction countermanding a
prior Instruction that has not been fully executed by ABIS, ABIS shall verify
the content of the second Instruction and honor it, to the extent possible. ABIS
may rely upon the genuineness of any such document, or copy thereof, reasonably
believed by ABIS in good faith to have been validly executed;
(iii) ABIS may rely, and shall be protected by the Trust in acting,
upon any signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order, or
other paper or document reasonably believed by it in good faith to be genuine
and to have been signed or presented by the purchaser, the Trust or other proper
party or parties; and
(iv) ABIS may, with the consent of the Trust, subcontract the
performance of any portion of any service to be provided hereunder, including
with respect to any Shareholder or group of Shareholders, to any agent of ABIS
and may reimburse the agent for the services it performs at such rates as ABIS
may determine; provided that no such reimbursement will be payable by the Trust
pursuant to this Agreement; and provided further, that ABIS shall remain
ultimately responsible as transfer agent to the Trust.
SECTION 27. The Trust shall deliver or cause to be delivered over to
ABIS (i) an accurate list of Shareholders, showing each Shareholder's address of
record, number of Shares of each Series owned and whether such Shares are
represented by outstanding Share Certificates or by non-certificated Share
accounts and (ii) all Shareholder records, files, and other materials necessary
or appropriate for proper performance of the functions assumed by ABIS under
this Agreement (collectively referred to as the "Materials"). The Trust shall
indemnify ABIS and hold it harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands and losses arising out of or in connection
with any error, omission, inaccuracy or other deficiency
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of such Materials, or out of the failure of the Trust to provide any portion of
the Materials or to provide any information in the Trust's possession needed by
ABIS to knowledgeably perform its functions; provided the Trust shall have no
obligation to indemnify ABIS or hold it harmless with respect to any expenses,
damages, claims, suits, liabilities, actions, demands or losses caused directly
or indirectly by acts or omissions of ABIS or the Trust's Adviser.
SECTION 28. This Agreement may be amended from time to time by a
written supplemental agreement executed by the Trust and ABIS 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. The
parties hereto may adopt procedures as may be appropriate or practical under the
circumstances, and ABIS may conclusively rely on the determination of the Trust
that any procedure that has been approved by the Trust does not conflict with or
violate any requirement of its Articles of Incorporation or Declaration of
Trust, Bylaws or Prospectus, or any rule, regulation or requirement of any
regulatory body.
SECTION 29. The Trust shall file with ABIS a certified copy of each
operative resolution of its Trustees authorizing the execution of Written
Instructions or the transmittal of Oral Instructions and setting forth authentic
signatures of all signatories authorized to sign on behalf of the Trust and
specifying the person or persons authorized to give Oral Instructions on behalf
of the Trust. Such resolution shall constitute conclusive evidence of the
authority of the person or persons designated therein to act and shall be
considered in full force and effect, with ABIS fully protected in acting in
reliance thereon, until ABIS receives a certified copy of a replacement
resolution adding or deleting a person or persons authorized to give Written or
Oral Instructions. If the officer certifying the resolution is authorized to
give Oral Instructions, the certification shall also be signed by a second
officer of the Trust.
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SECTION 30. The terms, as defined in this Section, whenever used in
this Agreement or in any amendment or supplement hereto, shall have the meanings
specified below, insofar as the context will allow.
(a) Business Day: Any day on which the Trust is open for business as
described in the Prospectus.
(b) Custodian: The term Custodian shall mean the Trust's current
custodian or any successor custodian acting as such for the Trust.
(c) Fund's Adviser: The term Fund's Adviser shall mean
AllianceBernstein L.P. or any successor thereto who acts as the investment
adviser or manager of the Trust.
(d) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to ABIS in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed in good faith by
ABIS to be a person or persons authorized by a resolution of the Trustees of the
Trust to give Oral Instructions on behalf of the Trust. Each Oral Instruction
shall specify whether it is applicable to the entire Trust or a specific Series
of the Trust.
(e) Prospectus: The term Prospectus shall mean a prospectus and
related statement of additional information forming part of a currently
effective registration statement under the Investment Company Act and, as used
with the respect to Shares or Shares of a Series, shall mean the prospectuses
and related statements of additional information covering the Shares or Shares
of the Series.
(f) Securities: The term Securities shall mean bonds, debentures,
notes, stocks, shares, evidences of indebtedness, and other securities and
investments from time to time owned by the Trust.
(g) Series: The term Series shall mean any series of Shares of
beneficial interest of the Trust that the Trust may establish from time to time.
(h) Share Certificates: The term Share Certificates shall mean the
certificates for the Shares.
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(i) Shareholders: The term Shareholders shall mean the registered
owners from time to time of the Shares, as reflected on the share registry
records of the Trust.
(j) Written Instructions: The term Written Instructions shall mean
an authorization, instruction, approval, item or set of data, or information of
any kind transmitted to ABIS in original writing containing original signatures,
or a copy of such document transmitted by telecopy, including transmission of
such signature, or other mechanical or documentary means, at the request of a
person or persons reasonably believed in good faith by ABIS to be a person or
persons authorized by a resolution of the Trustees of the Trust to give Written
Instruction shall specify whether it is applicable to the entire Trust or a
specific Series of the Trust.
SECTION 31. ABIS shall not be liable for the loss of all or part of
any record maintained or preserved by it pursuant to this Agreement or for any
delays or errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authorities, national
emergencies, fire, flood or catastrophe, acts of God, insurrection, war, riot,
or failure of transportation, communication or power supply, except to the
extent that ABIS shall have failed to use its best efforts to minimize the
likelihood of occurrence of such circumstances or to mitigate any loss or damage
to the Trust caused by such circumstances.
SECTION 32. The Trust may give ABIS sixty (60) days' and ABIS 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. Upon
receipt of written notice from the Trust of the appointment of the successor
transfer agent and upon receipt of Oral or Written Instructions ABIS shall, upon
request of the Trust and the successor transfer agent and upon payment of ABIS
reasonable charges and disbursements, promptly transfer to the successor
transfer agent the original or copies of all books and records maintained by
ABIS hereunder and
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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.
SECTION 33. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first-class mail, postage prepaid, to
the respective parties. Notice to the Trust shall be given as follows until
further notice:
AllianceBernstein Corporate Shares
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Attention: Secretary
Notice to ABIS shall be given as follows until further notice:
AllianceBernstein Investor Services, Inc.
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SECTION 34. The Trust represents and warrants to ABIS that the
execution and delivery of this Agreement by the undersigned officer of the Trust
has been duly and validly authorized by resolution of the Trust's Trustees. ABIS
represents and warrants to the Trust that the execution and delivery of this
Agreement by the undersigned officer of ABIS has also been duly and validly
authorized.
SECTION 35. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and shall become
effective on the last date of signature below unless otherwise agreed by the
parties. Unless sooner terminated pursuant to SECTION 32, 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.
SECTION 36. 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 ABIS or by ABIS without the written
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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.
SECTION 37. This Agreement shall be governed by the laws of the
State of New Jersey.
SECTION 38. A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of
each of the respective Funds.
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WITNESS the following signatures:
ALLIANCEBERNSTEIN CORPORATE
SHARES
BY: _________________________________
TITLE:
ALLIANCEBERNSTEIN INVESTOR
SERVICES, INC.
BY: _________________________________
TITLE:
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SCHEDULE I
AllianceBernstein Corporate Income Shares
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