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EXHIBIT EX-99.H.2.
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of _____________, 2001 by and between PFPC
INC., a Massachusetts corporation ("PFPC"), and the AB FUNDS TRUST a Delaware
business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended and the rules
promulgated thereunder (the "1940 Act"); and
WHEREAS, the Trust wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios and classes thereof listed on Exhibit A attached hereto
and made a part hereof, as such Exhibit A may be amended from time to time (each
a "Fund"), and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended and
the rules promulgated thereunder.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended and the rules promulgated thereunder.
(c) "Authorized Person" means any officer of the Trust and any
other person
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duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust.
An Authorized Person's scope of authority may be limited by
setting forth such limitation in a written document signed by
both parties hereto.
(d) "CEA" means the Commodities Exchange Act, as amended and the
rules promulgated thereunder.
(e) "Oral Instructions" mean oral instructions received by PFPC
from an Authorized Person or from a person reasonably believed
by PFPC to be an Authorized Person. PFPC may, in its sole
discretion in each separate instance, consider and rely upon
instructions it receives from an Authorized Person via
electronic mail as Oral Instructions.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940
Act and the CEA.
(h) "Shares" mean the shares of beneficial interest of any series
of the Trust or class of a Fund.
(i) "Written Instructions" mean (i) written instructions signed by
an Authorized Person and received by PFPC or (ii) trade
instructions transmitted (and received by PFPC) by means of an
electronic transaction reporting system access to which
requires use of a password or other authorized identifier. The
instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. APPOINTMENT. The Trust hereby appoints PFPC to serve as transfer agent,
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registrar, dividend disbursing agent and as a shareholder servicing
agent to the Trust in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish such
services.
3. DELIVERY OF DOCUMENTS. The Trust has provided or, where applicable,
will provide PFPC with the following:
(a) At PFPC's request, certified or authenticated copies of the
resolutions of the Trust's Board of Trustees, approving the
appointment of PFPC or its affiliates to provide services to
the Trust and approving this Agreement;
(b) A copy of the Trust's most recent effective registration
statement;
(c) A copy of the advisory agreement concerning each investment
portfolio of the Trust;
(d) A copy of the distribution/underwriting agreement concerning
each class of Shares of the Trust;
(e) A copy of each Fund's administration agreements if PFPC is not
providing the Fund with such services;
(f) Copies of any distribution and/or shareholder servicing plans
and agreements made concerning the Trust or a Fund;
(g) A copy of the Trust's organizational documents, as filed with
the state in which the Trust is organized; and
(h) Copies (certified or authenticated where applicable) of any
and all amendments or supplements to the foregoing.
The documents to be delivered by the Trust to PFPC are the same under
both this Agreement and the Administration and Accounting Services Agreement
between the same parties and need only be delivered once to satisfy each of
those Agreements.
4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with
all applicable requirements of the Securities Laws and any laws, rules
and regulations of governmental authorities having jurisdiction with
respect to the duties to be
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performed by PFPC hereunder. Except as specifically set forth herein,
PFPC assumes no responsibility for such compliance by the Trust or any
other entity.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or
Written Instruction it receives from an Authorized Person (or
from a person reasonably believed by PFPC to be an Authorized
Person) pursuant to this Agreement. PFPC may assume that any
Oral Instruction or Written Instruction received hereunder is
not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote,
resolution or proceeding of the Trust's Board of Trustees or
of the Trust's shareholders, unless and until PFPC receives
Written Instructions to the contrary.
(c) The Trust agrees to forward to PFPC Written Instructions
confirming Oral Instructions (except where such Oral
Instructions are given by PFPC or its affiliates) so that PFPC
receives the Written Instructions by the close of business on
the same day that such Oral Instructions are received. The
fact that such confirming Written Instructions are not
received by PFPC or differ from the Oral Instructions shall in
no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions or PFPC's
ability to rely upon such Oral Instructions. Where Oral
Instructions or Written Instructions reasonably appear to have
been
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received from an Authorized Person, PFPC shall incur no
liability to the Trust in acting upon such Oral Instructions
or Written Instructions provided that PFPC's actions comply
with the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust. If PFPC is in doubt as to any action it
should or should not take, PFPC may request directions or
advice, including Oral Instructions or Written Instructions,
from the Trust.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law pertaining to any action it should or should
not take, PFPC may request advice from counsel of its own
choosing at its own cost (who may be counsel for the Trust,
the Trust's investment adviser or PFPC, at the option of
PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions or advice or Oral Instructions or Written
Instructions PFPC receives from the Trust, and the advice it
receives from counsel, PFPC may, upon providing to the Trust
notice of such conflict, rely upon and follow the advice of
counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
takes or does not take in reliance upon directions or advice
or Oral Instructions or Written Instructions it receives from
the Trust or from counsel and which PFPC believes, in good
faith, to be consistent with those directions or advice or
Oral Instructions or Written Instructions, provided that in
carrying out any such action PFPC has not acted with willful
misfeasance,
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bad faith, gross negligence or reckless disregard of its
duties hereunder. Nothing in this section shall be construed
so as to impose an obligation upon PFPC (i) to seek such
directions or advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such
directions or advice or Oral Instructions or Written
Instructions unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC's properly
taking or not taking such action.
7. RECORDS; VISITS. The books and records pertaining to the Trust and the
Funds, which are in the possession or under the control of PFPC, shall
be the property of the Trust. Such books and records shall be prepared
and maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Trust and Authorized
Persons shall have access to such books and records at all times during
PFPC's normal business hours. Upon the reasonable request of the Trust,
copies of any such books and records shall be provided by PFPC to the
Trust or to an Authorized Person, at the Trust's expense.
8. CONFIDENTIALITY.
(1) Each party shall keep confidential any information relating to
the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or
information that is competitively sensitive material, and not
generally known to the public, including, but not limited to,
information about product plans, marketing strategies,
finances, operations, customer relationships, customer
profiles, customer lists, sales estimates, business plans, and
internal performance results relating to the past, present or
future
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business activities of the Trust or PFPC, their respective
subsidiaries and affiliated companies and the customers,
clients and suppliers of any of them; (b) any scientific or
technical information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the
sense that its confidentiality affords the Trust or PFPC a
competitive advantage over its competitors; (c) all
confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, and trade
secrets, whether or not patentable or copyrightable; and (d)
anything designated as confidential.
(2) Notwithstanding the foregoing, information shall not be
subject to such confidentiality obligations if it: (a) is
already known to the receiving party at the time it is
obtained; (b) is or becomes publicly known or available
through no wrongful act of the receiving party; (c) is
rightfully received from a third party who, to the best of the
receiving party's knowledge, is not under a duty of
confidentiality; (d) is released by the protected party to a
third party without restriction; (e) is required to be
disclosed by the receiving party pursuant to a requirement of
a court order, subpoena, governmental or regulatory agency or
law (provided the receiving party will provide the other party
written notice of such requirement, to the extent such notice
is permitted); (f) is relevant to the defense of any claim or
cause of action asserted against the receiving party; or (g)
has been or is independently developed or obtained by the
receiving party.
(3) PFPC may not disclose nonpublic personal information of Trust
shareholders (whether past, present or future shareholders)
other than (a) in the ordinary
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course of business of performing obligations under this
Agreement or (b) after notice to the Trust to the extent
permissible under applicable law, pursuant to a court order,
subpoena, governmental or regulatory request.
9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Trust's
independent public accountants (including providing account analyses,
fiscal year summaries and other audit-related schedules with respect to
each Fund) and shall take all reasonable actions in the performance of
its duties under this Agreement to assure that the necessary
information is made available to such accountants for the expression of
their opinion, as required by the Trust.
10. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all
data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts, expertise,
patents, copyrights, trade secrets, and other related legal rights
utilized by PFPC in connection with the services provided by PFPC to
the Trust (not including data bases and interfaces created solely by
the Annuity Board of the Southern Baptist Convention).
11. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to
the extent appropriate equipment is available. In the event of
equipment failures, PFPC shall, at no additional expense to the Trust,
take reasonable steps to minimize service interruptions.
12. COMPENSATION. As compensation for services rendered by PFPC during the
term
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of this Agreement, the Trust will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by the Trust and PFPC. The Trust
acknowledges that PFPC may receive float benefits and/or investment
earnings in connection with maintaining certain accounts required to
provide services under this Agreement.
13. INDEMNIFICATION. The Trust agrees to indemnify and hold harmless PFPC
and its affiliates from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, attorneys' fees
and disbursements and liabilities arising under the Securities Laws and
any state and foreign securities and blue sky laws) arising directly or
indirectly from any action or omission to act which PFPC takes under
this Agreement including without limitation in accordance with Oral or
Written Instructions or at the Trust's request or direction. Neither
PFPC, nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) caused by PFPC's
or its affiliates' own willful misfeasance, bad faith, negligence,
gross negligence or reckless disregard of its duties and obligations
under this Agreement, provided that in the absence of a finding to the
contrary the acceptance, processing and/or negotiation of a fraudulent
payment for the purchase of Shares shall be presumed not to have been
the result of PFPC's or its affiliates own willful misfeasance, bad
faith, negligence, gross negligence or reckless disregard of such
duties and obligations.
14. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action hereunder on
behalf of the Trust except as specifically set forth herein or
as may be specifically agreed to by PFPC and the Trust in a
written amendment hereto. XXXX
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xxxxx xx obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith
in performing services provided for under this Agreement. PFPC
shall be liable only for any damages arising out of PFPC's
failure to perform its duties under this Agreement to the
extent such damages arise out of PFPC's willful misfeasance,
bad faith, gross negligence or reckless disregard of such
duties.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) PFPC shall not be
liable for losses beyond its control, including without
limitation (subject to Section 11), delays or errors or loss
of data occurring by reason of circumstances beyond PFPC's
control, provided that PFPC has acted in accordance with the
standard set forth in Section 14(a) above; and (ii) PFPC shall
not be under any duty or obligation to inquire into and shall
not be liable for the validity or invalidity or authority or
lack thereof of any Oral Instruction or Written Instruction,
notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably
believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable for any
consequential, special or indirect losses or damages, whether
or not the likelihood of such losses or damages was known by
PFPC or its affiliates.
(d) Each party shall have a duty to mitigate damages for which the
other party may become responsible.
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15. DESCRIPTION OF SERVICES.
(a) Services Provided to each relevant class on an Ongoing Basis.
(i) Calculate 12b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with
shareholders to complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction
with proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders confirmation of
activity;
(viii) Provide toll-free lines for direct shareholder use,
plus customer liaison staff for on-line inquiry
response;
(ix) Mail duplicate confirmations to broker-dealers of
their clients' activity, whether executed through the
broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and statistics to
the Trust;
(xi) Provide detailed data for underwriter/broker
confirmations;
(xii) Prepare periodic mailing of year-end tax and
statement information;
(xiii) Notify on a timely basis the investment adviser and
sub-adviser, accounting agent, and custodian of fund
activity;
(xiv) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time;
(xv) Provide reasonable remote access to designated
Authorized Persons, as agreed between the Trust and
PFPC from time to time, to permit such Authorized
Persons inquiry only access to shareholder accounts
for the purpose of allowing such Authorized Persons
to perform shareholder servicing duties owed by such
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Authorized Persons to the Trust;
(xv) Assist in establishing a reasonable electronic
communications link between the Trust and PFPC
whereby the parties may transmit and receive data;
and
(xvi) Provide to the Trust's image vendor, via an automated
daily feed, imaged documents and related text
contained on PFPC's transfer agency systems.
(b) Services Provided by PFPC Under Oral Instructions or Written
Instructions.
(i) Accept and post daily Share purchases and
redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when requested in
writing by the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit an account of
an investor, in the manner described in the Trust's
prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder
account; and
(iii) Confirmation of receipt or crediting of funds for
such order to the Trust's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that
function is properly authorized by the certificate of
incorporation or resolution of the Trust's Board of Trustees.
Shares shall be redeemed and payment therefor shall be made in
accordance with the Trust's prospectus, when the recordholder
tenders Shares in proper form and directs the method of
redemption. If Shares are received in proper form, Shares
shall be
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redeemed before the funds are provided to PFPC from the
Trust's custodian (the "Custodian"). If the recordholder has
not directed that redemption proceeds be wired, when the
Custodian provides PFPC with funds, the redemption check shall
be sent to and made payable to the recordholder, unless:
(i) the surrendered certificate is drawn to the order of
an assignee or holder and transfer authorization is
signed by the recordholder; or
(ii) transfer authorizations are signed by the
recordholder when Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by
a customer, and the Custodian provides PFPC with funds, PFPC
shall prepare and send the redemption check to the
broker-dealer and made payable to the broker-dealer on behalf
of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of
the Trust's Board of Trustees authorizing the declaration and
payment of dividends and distributions, PFPC shall issue
dividends and distributions declared by the Trust in Shares,
or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Trust's
prospectus. Such issuance or payment, as well as payments upon
redemption as described above, shall be made after deduction
and payment of the required amount of funds to be withheld in
accordance with any applicable tax laws or other laws, rules
or regulations. PFPC shall mail to the Trust's shareholders
such tax forms and other information, or permissible
substitute notice, relating to dividends and distributions
paid by the Trust as are required to
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be filed and mailed by applicable law, rule or regulation.
PFPC shall prepare, maintain and file with the IRS and other
appropriate taxing authorities reports relating to all
dividends above a stipulated amount paid by the Trust to its
shareholders as required by tax or other law, rule or
regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the prospectus,
for issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders,
checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus,
for a shareholder's:
- Exchange of Shares for shares of another
fund with which the Trust has exchange
privileges;
- Automatic redemption from an account where
that shareholder participates in a automatic
redemption plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written
Instructions, PFPC shall mail all communications by the Trust
to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Trust shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
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In addition, PFPC will receive and tabulate the proxy cards
for the meetings of the Trust's shareholders.
(h) Records. PFPC shall maintain records of the accounts for each
shareholder showing the following information:
(i) Name, address and United States Tax Identification or
Social Security number;
(ii) Number and class of Shares held and number and class
of Shares for which certificates, if any, have been
issued, including certificate numbers and
denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions
paid and the date and price for all transactions on a
shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PFPC to perform
any calculations required by this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop notice
against any certificate reported to be lost or stolen and
comply with all applicable federal regulatory requirements for
reporting such loss or alleged misappropriation. A new
certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or
such other appropriate indemnity bond issued by a
surety company approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from
any Trust
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shareholder to inspect stock records, PFPC will notify the
Trust and the Trust will issue instructions granting or
denying each such request. Unless PFPC has acted contrary to
the Trust's instructions, the Trust agrees to and does hereby
release PFPC from any liability for refusal of permission for
a particular shareholder to inspect the Trust's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Trust to reduce the total
amount of outstanding shares by the number of shares
surrendered by the Trust.
(l) Lost Shareholders. PFPC shall perform such services as are
required in order to comply with Rules 17a-24 and 17Ad-17 of
the 1934 Act (the "Lost Shareholder Rules"), including, but
not limited to, those set forth below. PFPC may, in its sole
discretion, use the services of a third party to perform some
of or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to
comply with the Lost Shareholder Rules;
(iv) preparation and submission of data required under the
Lost Shareholder Rules; and
(v) escheatment services, as agreed in writing between
the Trust and PFPC from time to time.
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Except as set forth above, PFPC shall have no responsibility
for any escheatment services.
16. DURATION AND TERMINATION. This Agreement shall continue until
terminated by the Trust or by PFPC on sixty (60) days' prior written
notice to the other party. In the event the Trust gives notice of
termination, all expenses associated with movement (or duplication) of
records and materials and conversion thereof to a successor transfer
agent or other service provider, and all trailing expenses incurred by
PFPC will be borne by the Trust, provided such expenses are reasonable
in nature and documented.
17. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if to
the Trust, at , Attention: or (c) if to neither of the foregoing, at
such other address as shall have been given by like notice to the
sender of any such notice or other communication by the other party. If
notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been
given three days after it has been mailed. If notice is sent by
messenger, it shall be deemed to have been given on the day it is
delivered.
19. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
20. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its
duties hereunder to any majority-owned direct or indirect subsidiary of
PFPC or of The
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PNC Financial Services Group, Inc., provided that PFPC gives the Trust
30 days prior written notice of such assignment or delegation.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
22. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
23. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to
delegated duties.
(b) No Changes that Materially Affect Obligations. Notwithstanding
anything in this Agreement to the contrary, the Trust agrees
not to make any modifications to its registration statement or
adopt any policies which would affect materially the
obligations or responsibilities of PFPC hereunder without the
prior written approval of PFPC, which approval shall not be
unreasonably withheld or delayed.
(c) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect.
(d) Governing Law. This Agreement shall be deemed to be a contract
made in
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Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(e) Partial Invalidity. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.
(f) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(g) No Representations or Warranties. Except as expressly provided
in this Agreement, PFPC hereby disclaims all representations
and warranties, express or implied, made to the Trust or any
other person, including, without limitation, any warranties
regarding quality, suitability, merchantability, fitness for a
particular purpose or otherwise (irrespective of any course of
dealing, custom or usage of trade), of any services or any
goods provided incidental to services provided under this
Agreement. PFPC disclaims any warranty of title or
non-infringement except as otherwise set forth in this
Agreement.
(h) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and binding
execution hereof by such party.
(i) Limitations of Liability of the Trustees and Shareholders.
PFPC is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration
of Trust and notice is hereby given that this
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Agreement is executed on behalf of the Trustees of the Trust
as Trustees and not individually and that the obligations of
this Agreement are not binding upon any of the Trustees or
Shareholders individually but are binding only upon the assets
and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
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Title:
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AB FUNDS TRUST
By:
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Title:
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EXHIBIT A
THIS EXHIBIT A, dated as of ______________, 2001, is Exhibit A to that
certain Transfer Agency Services Agreement dated as of , 2001, between PFPC Inc.
and the AB Funds Trust.
FUNDS
THE BLENDED FUNDS
Flexible Income Fund
Growth & Income Fund
Capital Opportunities Fund
Global Equity Fund
THE SELECT FUNDS
Money Market Fund
Low Duration Bond Fund
Medium Duration Bond Fund
Extended Duration Bond Fund
Equity Index Fund
Value Equity Fund
Growth Equity Fund
Small Cap Equity Fund
International Equity Fund
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