ALLIANCE FUND DISTRIBUTORS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, X.X. 00000
(000) 000-0000
January 31, 2001
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 discount 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. You shall not use other
advertising or sales material 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, and that
you shall conform to such written suitability standards as we have provided to
you in the past or may from time to time provide to you in the future.
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. 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.
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 Fund Services, Inc. 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
Services 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 and your
placing of an order after 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
