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 (000) 000-0000 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
00250.0157 #356398
