Exhibit (e)(2)
FORM OF
DISTRIBUTION AGREEMENT
AGREEMENT made as of [__________], 2006 between ALLIANCEBERNSTEIN
FIXED-INCOME SHARES, INC., a Maryland corporation (the "Fund"), on behalf of
each of its portfolio series (each, a "Portfolio"), and ALLIANCEBERNSTEIN
INVESTMENTS, INC., a Delaware corporation (the "Underwriter").
WITNESSETH
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as an open-end management
investment company and it is in the interest of the Fund to offer shares of each
Portfolio for sale continuously;
WHEREAS, the Underwriter is a securities firm engaged in the business
of selling shares of investment companies either directly to purchasers or
through other securities dealers;
WHEREAS, the Fund and the Underwriter wish to enter into an agreement
with each other with respect to the continuous offering of a Portfolio's shares
in order to promote the growth of a Portfolio and facilitate the distribution of
its shares;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Appointment of Underwriter. The Fund hereby appoints the
Underwriter as the principal underwriter and distributor of the Portfolios to
sell the public shares of common stock of the Portfolios set forth in Appendix A
(the "shares") and hereby agrees during the term of this Agreement to sell
shares to the Underwriter upon the terms and conditions set forth herein.
SECTION 2. Exclusive Nature of Duties. The Underwriter shall be the
exclusive representative of the Portfolios to act as principal underwriter and
distributor except that the rights given under this Agreement to the Underwriter
shall not apply to shares issued in connection with (a) the merger or
consolidation of any other investment company with the Fund or a Portfolio, (b)
the Fund's or a Portfolio's acquisition by purchase or otherwise of all or
substantially all of the assets or shares of any other investment company or (c)
the reinvestment in shares by a Portfolio's shareholders of dividends or other
distributions.
SECTION 3. Purchase of Shares from a Portfolio.
(a) The Underwriter shall have the right to buy from a Portfolio the
shares needed to fill unconditional orders for shares of the Portfolio placed
with the Underwriter by investors or securities dealers, depository institutions
or other financial intermediaries acting as agent for their customers. The price
which the Underwriter shall pay for the shares so purchased from a Portfolio
shall be the net asset value, determined as set forth in Section 3(d) hereof,
used in determining the public offering price on which such orders are based.
(b) The shares are to be resold by the Underwriter to investors at the
net asset value thereof, determined as set forth in Section 3(d) hereof.
(c) Reserved.
(d) The net asset value of shares of a Portfolio shall be determined
by the Portfolio, or any agent of the Portfolio, as of the close of regular
trading on the New York Stock Exchange on each business day in accordance with
the method set forth in the Prospectus and Statement of Additional Information
of the Portfolio (the "Prospectus" and "Statement of Additional Information,"
respectively) under the Securities Act of 1933, as amended (the "Securities
Act"), and guidelines established by the Directors of the Fund.
(e) A Portfolio reserves the right to suspend the offering of its
shares at any time in the absolute discretion of the Fund's Directors.
(f) A Portfolio, or any agent of the Portfolio designated in writing
to the Underwriter by the Portfolio, shall be promptly advised by the
Underwriter of all purchase orders for shares received by the Underwriter. Any
order may be rejected by a Portfolio. A Portfolio (or its agent) will confirm
orders upon their receipt, will make appropriate book entries and upon receipt
by the Portfolio (or its agent) of payment thereof, will deliver deposit
receipts or certificates for such shares pursuant to the instructions of the
Underwriter. Payment shall be made to a Portfolio in New York Clearing House
funds. The Underwriter agrees to cause such payment and such instructions to be
delivered promptly to a Portfolio (or its agent).
SECTION 4. Repurchase or Redemption of Shares by a Portfolio.
(a) Any of the outstanding shares may be tendered for redemption at
any time, and a Portfolio agrees to redeem or repurchase the shares so tendered
in accordance with its obligations as set forth in its Articles of Incorporation
and in accordance with any applicable provisions set forth in the Prospectus and
Statement of Additional Information.
The price to be paid to redeem or repurchase the shares shall be equal
to the net asset value calculated in accordance with the provisions of Section
3(d) hereof. All payments by a Portfolio hereunder shall be made in the manner
set forth below.
(b) A Portfolio (or its agent) shall pay the total amount of the
redemption price pursuant to the instructions of the Underwriter in New York
Clearing House funds on or before the seventh business day subsequent to its
having received the notice of redemption in proper form.
(c) Redemption of shares of a Portfolio or payment by the Portfolio
may be suspended at times when the New York Stock Exchange is closed, when
trading thereon is closed, when trading thereon is restricted, when an emergency
exists as a result of which disposal by such Portfolio of securities owned by it
is not reasonably practicable or it is not reasonably practicable for the
Portfolio fairly to determine the value of its net assets or during any other
period when the Securities and Exchange Commission, by order, so permits.
SECTION 5. Distribution Services Fees and Service Fees. A Portfolio
shall pay the Underwriter no fees of any kind for its services hereunder.
SECTION 6. Duties of the Fund.
(a) The Fund shall furnish to the Underwriter, on behalf of a
Portfolio, copies of all information, financial statements and other papers that
the Underwriter may reasonably request for use in connection with the
distribution of shares of a Portfolio, and this shall include one certified
copy, upon request by the Underwriter, of all financial statements prepared for
a Portfolio by independent public accountants.
The Fund, on behalf of a Portfolio, shall make available to the
Underwriter such number of copies of the Prospectus as the Underwriter shall
reasonably request.
(b) The Fund, on behalf of a Portfolio, shall register the shares
under the Securities Act, to the end that there will be available for sale such
number of shares of each Portfolio as the Underwriter reasonably may be expected
to sell.
(c) The Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of shares of each Portfolio under the
securities laws of such states of the United States or other jurisdictions as
the Underwriter and the Fund may approve. Any such qualification may be
withheld, terminated or withdrawn by the Fund at any time in its discretion. The
Underwriter shall furnish such information and other material relating to its
affairs and activities as may be required by the Fund in connection with such
qualification.
(d) The Fund will furnish, in reasonable quantities upon request by
the Underwriter, copies of annual and interim reports of a Portfolio.
SECTION 7. Duties of the Underwriter.
(a) The Underwriter shall devote reasonable time and effort to effect
sales of shares of a Portfolio, but shall not be obligated to sell any specific
number of shares. The services of the Underwriter to a Portfolio hereunder are
not to be deemed exclusive and nothing in this Agreement shall prevent the
Underwriter from entering into like arrangements with other investment companies
so long as the performance of its obligations hereunder is not impaired thereby.
(b) In selling shares of a Portfolio, the Underwriter shall use its
best efforts in all material respects duly to conform with the requirements of
all federal and state laws relating to the sale of such securities. Neither the
Underwriter, any selected dealer, any selected agent nor any other person is
authorized by the Fund to give any information or to make any representations,
other than those contained in a Portfolio's Registration Statement (the
"Registration Statement"), as amended from time to time, under the Securities
Act and the Investment Company Act or the Prospectus and Statement of Additional
Information or any sales literature specifically approved in writing by the
Fund.
(c) The Underwriter shall adopt and follow procedures, as approved by
the officers of the Fund, for the confirmation of sales to investors and
selected dealers or agents, the collection of amounts payable by investors and
selected dealers or agents on such sales, and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the NASD,
as such requirements may from time to time exist.
SECTION 8. Payment of Expenses.
(a) The Fund shall bear all costs and expenses of a Portfolio,
including fees and disbursements of its counsel and auditors, in connection with
the preparation and filing of a Portfolio's Registration Statement and
Prospectus and Statement of Additional Information, and all amendments and
supplements thereto, and preparing and mailing annual and interim reports and
proxy materials to shareholders (including but not limited to the expense of
setting in type any such registration statements, prospectuses, annual or
interim reports or proxy materials), provided, however, that the Underwriter
shall bear the cost of printing any such materials in connection with the
distribution of such materials to persons that are not current shareholders of
the Fund.
(b) The Fund shall bear the cost of expenses of qualification of
shares for sale, and, if necessary or advisable in connection therewith, of
qualifying a Portfolio (but not the Underwriter) as an issuer or as a broker or
dealer, in such states of the United States or other jurisdiction as shall be
selected by the Fund and the Underwriter pursuant to Section 6(c) hereof and the
cost and expenses payable to each such state for continuing qualification
therein until the Fund decides to discontinue such qualification.
SECTION 9. Indemnification.
(a) The Fund, on behalf of a Portfolio, agrees to indemnify, defend
and hold the Underwriter, and any person who controls the Underwriter within the
meaning of Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands or liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Underwriter or any such
controlling person may incur, under the Securities Act, or under common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in a Portfolio's Registration Statement, Prospectus or
Statement of Additional Information in effect from time to time under the
Securities Act or arising out of or based upon any alleged omission to state a
material fact required to be stated in any one thereof or necessary to make the
statements in any one thereof not misleading, except insofar as such claims,
demands, liabilities or expenses arise out of or are based upon any such untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished in writing by the Underwriter
to the Fund for use in a Portfolio's Registration Statement, Prospectus or
Statement of Additional Information; provided, however, that in no event shall
anything herein contained be so construed as to protect the Underwriter against
any liability to a Portfolio or its security holders to which the Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of the Underwriter's
reckless disregard of its obligations and duties under this Agreement. The
Fund's agreement, on behalf of a Portfolio, to indemnify the Underwriter and any
such controlling person as aforesaid is expressly conditioned upon the Fund's
being notified of the commencement of any action brought against the Underwriter
or any such controlling person, such notification to be given by letter or by
telegram addressed to the Fund at its principal office in New York, New York,
and sent to the Fund by the person against whom such action is brought within
ten days after the summons or other first legal process shall have been served.
The failure to so notify the Fund of the commencement of any such action shall
not relieve a Portfolio from any liability which it may have to the person
against whom such action is brought by reason of any such alleged untrue
statement or omission otherwise than on account of the indemnity agreement
contained in this Section 9. The Fund, on behalf of a Portfolio, will be
entitled to assume the defense of any suit brought to enforce any such claim,
and to retain counsel of good standing chosen by the Fund and approved by the
Underwriter. In the event the Fund does not elect to assume the defense of any
such suit and retain counsel of good standing approved by the Underwriter, the
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them, but in case the Fund does not elect
to assume the defense of any such suit, or in case the Underwriter does not
approve of counsel chosen by the Fund, the Fund, on behalf of the Portfolio,
will reimburse the Underwriter or the controlling person or persons named as
defendant or defendants in such suit, for the fees and expenses of any counsel
retained by the Underwriter or such persons. The indemnification agreement
contained in this Section 9 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Underwriter or any
controlling person and shall survive the sale of any of a Portfolio's shares
made pursuant to subscriptions obtained by the Underwriter. This agreement of
indemnity will inure exclusively to the benefit of the Underwriter, to the
benefit of its successors and assigns, and to the benefit of any controlling
persons and their successors and assigns. The Fund agrees promptly to notify the
Underwriter of the commencement of any litigation or proceeding against a
Portfolio in connection with the issue and sale of any of its shares.
(b) The Underwriter agrees to indemnify, defend and hold a Portfolio,
and the Fund's officers and Directors, and any person who controls the Fund
within the meaning of Section 15 of the Securities Act, free and harmless from
and against any and all claims, demands, liabilities, and expenses (including
the cost of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which the Portfolio, the
Fund's officers or Directors, or any such controlling person may incur under the
Securities Act or under common law or otherwise, but only to the extent that
such liability or expense incurred by the Portfolio, the Fund's officers or
Directors or such controlling person resulting from such claims or demands shall
arise out of or be based upon any alleged untrue statement of a material fact
contained in information furnished in writing by the Underwriter or any
affiliate thereof to the Fund, on behalf of a Portfolio, for use in the
Portfolio's Registration Statement, Prospectus or Statement of Additional
Information in effect from time to time under the Securities Act, or shall arise
out of or be based upon any alleged omission to state a material fact in
connection with such information required to be stated in the Registration
Statement, Prospectus or Statement of Additional Information or necessary to
make such information not misleading. The Underwriter's agreement to indemnify a
Portfolio, and the Fund's officers and Directors, and any such controlling
person as aforesaid is expressly conditioned upon the Underwriter being notified
of the commencement of any action brought against the Portfolio, the Fund's
officers or Directors or any such controlling person, such notification to be
given by letter or telegram addressed to the Underwriter at its principal office
in New York, and sent to the Underwriter by the person against whom such action
is brought, within ten days after the summons or other first legal process shall
have been served. The failure so to notify the Underwriter of the commencement
of any such action shall not relieve the Underwriter from any liability which it
may have to a Portfolio, to the Fund's officers and Directors, or to such
controlling person by reason of any such untrue statement or omission on the
part of the Underwriter otherwise than on account of the indemnity agreement
contained in this Section 9. The Underwriter shall have a right to control the
defense of such action, with counsel of good standing of its own choosing,
satisfactory to the Fund, if such action is based solely upon such alleged
misstatement or omission on its part, and in any other event the Underwriter and
the Fund, and their officers and Directors, and such controlling person shall
each have the right to participate in the defense or preparation of the defense
of any such action. The indemnification agreement contained in this Section 9
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of a Portfolio, the Fund's officers and
Directors or any controlling person and shall survive the sale of any of a
Portfolio's shares made pursuant to subscriptions obtained by the Underwriter.
This agreement of indemnity will inure exclusively to the benefit of a
Portfolio, to the benefit of its successors and assigns, and to the benefit of
any of the Fund's officers, Directors or controlling persons and their
successors and assigns. The Underwriter agrees promptly to notify the Fund of
the commencement of any litigation or proceeding against the Underwriter in
connection with the issue and sale of any of a Portfolio's shares.
SECTION 10. Notification by the Fund.
The Fund agrees to advise the Underwriter immediately:
(a) of any request by the Securities and Exchange Commission for
amendments to a Portfolio's Registration Statement, Prospectus or Statement of
Additional Information or for additional information;
(b) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of a Portfolio's
Registration Statement, Prospectus or Statement of Additional Information or the
initiation of any proceeding for that purpose;
(c) of the happening of any material event which makes untrue any
statement made in a Portfolio's Registration Statement, Prospectus or Statement
of Additional Information or which requires the making of a change in any one
thereof in order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with
respect to any amendments to a Portfolio's Registration Statement, Prospectus or
Statement of Additional Information which may from time to time be filed with
the Securities and Exchange Commission under the Securities Act.
SECTION 11. Term of Agreement.
(a) This Agreement shall become effective on the date hereof and shall
remain in effect until [_________], 2008 and continue in effect thereafter with
respect to a Portfolio only so long as its continuance with respect to that
Portfolio is specifically approved at least annually by the Directors of the
Fund or by vote of the holders of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of such Portfolio, and, in
either case, by a majority of the Directors of the Fund who are not parties to
this Agreement or interested persons, as defined in the Investment Company Act,
of any such party (other than as Directors of the Fund); provided further,
however, that if the continuation of this Agreement is not approved as to any
Portfolio, the Underwriter may continue to render to such Portfolio the services
described herein in the manner and to the extent permitted by the Investment
Company Act and the rules and regulations thereunder. Upon effectiveness of this
Agreement, it shall supersede all previous agreements between the parties hereto
covering the subject matter hereof. This Agreement may be terminated (i) by the
Fund with respect to any Portfolio at any time, without the payment of any
penalty, by the vote of a majority of the outstanding voting securities (as so
defined) of such Portfolio, or by a vote of a majority of the Directors of the
Fund who are not interested persons, as defined in the Investment Company Act,
of the Fund (other than as Directors of the Fund), in any such event on sixty
days' written notice to the Underwriter, or (ii) by the Underwriter with respect
to any Portfolio on sixty days' written notice to the Fund.
(b) This Agreement may be amended at any time with the approval of the
Directors of the Fund, provided that any material amendments of the terms hereof
will become effective only upon approval as provided in the first proviso of the
first sentence of Section 11(a) hereof.
SECTION 12. No Assignment. This Agreement may not be transferred,
assigned, sold or in any manner hypothecated or pledged by either party hereto
and this Agreement shall terminate automatically in the event of any such
transfer, assignment, sale, hypothecation or pledge. The terms "transfer,"
"assignment," and "sale" as used in this paragraph shall have the meanings
ascribed thereto by governing law and any interpretation thereof contained in
rules or regulations promulgated by the Securities and Exchange Commission
thereunder.
SECTION 13. Notices. Any notice required or permitted to be given
hereunder by either party to the other shall be deemed sufficiently given if
sent by registered mail, postage prepaid, addressed by the party giving such
notice to the other party at the last address furnished by such other party to
the party giving notice, and unless and until changed pursuant to the foregoing
provisions hereof addressed to the Fund or the Underwriter.
SECTION 14. Governing Law. The provisions of this Agreement shall be,
to the extent applicable, construed and interpreted in accordance with the laws
of the State of New York.
SECTION 15. Separate Agreements. The Fund, on behalf of each
Portfolio, shall be deemed to have entered into a wholly separate Agreement
relating exclusively to each such Portfolio. Any amendment to or termination of
this Agreement explicitly relating to one or more Portfolios shall have no
effect on, and shall not be considered to amend or terminate this Agreement with
respect to, any other Portfolio.
[The Remainder of this Page is Intentionally Left Blank.]
IN WITNESS WHEREOF, the parties have executed this Distribution
Agreement as of the date first set forth above.
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC.
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By:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
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By:
Title:
APPENDIX A
Government STIF Portfolio
Prime STIF Portfolio
SK 00250 0132 632371 v6
