ALLIANCEBERNSTEIN TRUST
TRANSFER AGENCY AGREEMENT
AGREEMENT, dated as of January 31, 2001, between AllianceBernstein
Trust, a Massachusetts business trust and an open-end investment company
registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940 (the "Investment Company Act"), having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Trust"), on behalf of each of its series listed on Schedule I hereto
(each, a "Fund"), and ALLIANCE FUND SERVICES, INC., a Delaware corporation
registered with the SEC as a transfer agent under the Securities Exchange Act of
1934, having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ("Fund Services"), provides as follows:
WHEREAS, Fund Services has agreed to act as transfer agent to the
Trust for the purpose of recording the transfer, issuance and redemption of
shares of each Fund ("Shares" or "Shares of a Series"), transferring the Shares,
disbursing dividends and other distributions to shareholders of the Fund, and
performing such other services as may be agreed to pursuant hereto;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. The Trust hereby appoints Fund Services as its transfer
agent, dividend disbursing agent and shareholder servicing agent for the Shares,
and Fund Services agrees to act in such capacities upon the terms set forth in
this Agreement. Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings assigned to them in SECTION 30.
SECTION 2.
(a) The Trust shall provide Fund Services with copies of the
following documents:
(1) Specimens of all forms of certificates for Shares;
(2) Specimens of all account application forms and other documents
relating to Shareholders' accounts;
(3) Copies of each Prospectus;
(4) Specimens of all documents relating to withdrawal plans
instituted by the Trust, as described in SECTION 16; and
(5) Specimens of all amendments to any of the foregoing documents.
(b) The Trust shall furnish to Fund Services a supply of blank Share
Certificates for the Shares and, from time to time, will renew such supply upon
Fund Services' request. Blank Share Certificates shall be signed manually or by
facsimile signatures of officers of the Trust authorized to sign by law or
pursuant to the bylaws of the Trust and, if required by Fund Services, shall
bear the Trust's seal or a facsimile thereof.
SECTION 3. Fund Services shall make original issues of Shares in
accordance with SECTIONS 13 and 14 and the Prospectus upon receipt of (i)
Written Instructions requesting the issuance,
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(ii) a certified copy of a resolution of the Trust's Trustees authorizing the
issuance, (iii) necessary funds for the payment of any original issue tax
applicable to such Shares, and (iv) an opinion of the Trust's counsel as to the
legality and validity of the issuance, which opinion may provide that it is
contingent upon the filing by the Trust of an appropriate notice with the SEC,
as required by Rule 24f-2 of the Investment Company Act, as amended from time to
time.
SECTION 4. Transfers of Shares shall be registered and, subject to
the provisions of SECTION 10 in the case of Shares evidenced by Share
Certificates, new Share Certificates shall be issued by Fund Services upon
surrender of outstanding Share Certificates in the form deemed by Fund Services
to be properly endorsed for transfer, which form shall include (i) all necessary
endorsers' signatures guaranteed by a member firm of a national securities
exchange or a domestic commercial bank or through other procedures mutually
agreed to between the Trust and Fund Services, (ii) such assurances as Fund
Services may deem necessary to evidence the genuineness and effectiveness of
each endorsement and (iii) satisfactory evidence of compliance with all
applicable laws relating to the payment or collection of taxes.
SECTION 5. Fund Services shall forward Share Certificates in
"non-negotiable" form by first-class or registered mail, or by whatever means
Fund Services deems equally reliable and expeditious. While in transit to the
addressee, all deliveries of Share Certificates shall be insured by Fund
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Services as it deems appropriate. Fund Services shall not mail Share
Certificates in "negotiable" form, unless requested in writing by the Trust and
fully indemnified by the Trust to Fund Services' satisfaction.
SECTION 6. In registering transfers of Shares, Fund Services may
rely upon the Uniform Commercial Code as in effect from time to time in The
Commonwealth of Massachusetts or, if appropriate, in the State of New Jersey;
provided, that Fund Services may rely in addition or alternatively on any other
statutes in effect in the State of New Jersey or in the state under the laws of
which the Trust is incorporated or organized that, in the opinion of Fund
Services' counsel, protect Fund Services and the Trust from liability arising
from (i) not requiring complete documentation in connection with an issuance or
transfer, (ii) registering a transfer without an adverse claim inquiry, (iii)
delaying registration for purposes of an adverse claim inquiry or (iv) refusing
registration in connection with an adverse claim.
SECTION 7. Fund Services may issue new Share Certificates in place
of those lost, destroyed or stolen, upon receiving indemnity satisfactory to
Fund Services; and may issue new Share Certificates in exchange for, and upon
surrender of, mutilated Share Certificates as Fund Services deems appropriate.
SECTION 8. Unless otherwise directed by the Trust, Fund Services may
issue or register Share Certificates reflecting the signature, or facsimile
thereof, of an officer who has died, resigned or been removed by the Trust. The
Trust shall file
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promptly with Fund Services' approval, adoption or ratification of such action
as may be required by law or by Fund Services.
SECTION 9. Fund Services shall maintain customary share registry
records for Shares of each Series noting the issuance, transfer or redemption of
Shares and the issuance and transfer of Share Certificates. Fund Services may
also maintain for Shares of each Series an account entitled "Unissued
Certificate Account," in which Fund Services will record the Shares, and
fractions thereof, issued and outstanding from time to time for which issuance
of Share Certificates has not been requested. Fund Services is authorized to
keep records for Shares of each Series containing the names and addresses of
record of Shareholders, and the number of Shares, and fractions thereof, from
time to time owned by them for which no Share Certificates are outstanding. Each
Shareholder will be assigned a single account number for Shares of each Series,
even though Shares for which Certificates have been issued will be accounted for
separately.
SECTION 10. Fund Services shall issue Share Certificates for Shares
only upon receipt of a written request from a Shareholder and as authorized by
the Trust. If Shares are purchased or transferred without a request for the
issuance of a Share Certificate, Fund Services shall merely note on its share
registry records the issuance or transfer of the Shares and fractions thereof
and credit or debit, as appropriate, the Unissued Certificate Account and the
respective Shareholders' accounts with the Shares. Whenever Shares, and
fractions
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thereof, owned by Shareholders are surrendered for redemption, Fund Services may
process the transactions by making appropriate entries in the stock transfer
records, and debiting the Unissued Certificate Account and the record of issued
Shares outstanding; it shall be unnecessary for Fund Services to reissue Share
Certificates in the name of a Fund.
SECTION 11. Fund Services shall also perform the usual duties and
functions required of a stock transfer agent for a corporation, including but
not limited to (i) issuing Share Certificates as treasury Shares, as directed by
Written Instructions, and (ii) transferring Share Certificates from one
Shareholder to another in the usual manner. Fund Services may rely conclusively
and act without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper reasonably
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned or executed or authorized by a duly-authorized person or
persons, or by the Trust, or upon the advice of counsel for the Trust or for
Fund Services. Fund Services may record any transfer of Share Certificates which
it reasonably believes in good faith to have been duly authorized, or may refuse
to record any transfer of Share Certificates if, in good faith, it reasonably
deems such refusal necessary in order to avoid any liability on the part of
either the Trust or Fund Services.
SECTION 12. Fund Services shall notify the Trust of any request or
demand for the inspection of the Trust's share
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records. Fund Services shall abide by the Trust's instructions for granting or
denying the inspection; provided, however, Fund Services may grant the
inspection without such instructions if it is advised by its counsel that
failure to do so will result in liability to Fund Services.
SECTION 13. Fund Services shall observe the following procedures in
handling funds received:
(a) Upon receipt at the office designated by the Trust of any check
or other order drawn or endorsed to the Trust or otherwise identified as being
for the account of the Trust, and, in the case of a new account, accompanied by
a new account application or sufficient information to establish an account as
provided in the Prospectus, Fund Services shall stamp the transmittal document
accompanying such check or other order with the name of the Trust and the time
and date of receipt and shall forthwith deposit the proceeds thereof in the
custodial account of the Trust.
(b) In the event that any check or other order for the purchase of
Shares is returned unpaid for any reason, Fund Services shall, in the absence of
other instructions from the Trust, advise the Trust of the returned check and
prepare such documents and information as may be necessary to cancel promptly
any Shares purchased on the basis of such returned check and any accumulated
income dividends and capital gains distributions paid on such Shares.
(c) As soon as possible after 4:00 p.m., Eastern time or at such
other times as the Trust may specify in Written or
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Oral Instructions for any Series (the "Valuation Time") on each Business Day
Fund Services shall obtain from the Trust's Adviser a quotation (on which it may
conclusively rely) of the net asset value, determined as of the Valuation Time
on that day. On each Business Day Fund Services shall use the net asset value(s)
determined by the Trust's Adviser to compute the number of Shares and fractional
Shares to be purchased and the aggregate purchase proceeds to be deposited with
the Custodian. As necessary but no more frequently than daily (unless a more
frequent basis is agreed to by Fund Services), Fund Services shall place a
purchase order with the Custodian for the proper number of Shares and fractional
Shares to be purchased and promptly thereafter shall send written confirmation
of such purchase to the Custodian and the Trust.
SECTION 14. Having made the calculations required by SECTION 13,
Fund Services shall thereupon pay the Custodian the aggregate net asset value of
the Shares purchased. The aggregate number of Shares and fractional Shares
purchased shall then be issued daily and credited by Fund Services to the
Unissued Certificate Account. Fund Services shall also credit each Shareholder's
separate account with the number of Shares purchased by such Shareholder. Fund
Services shall mail written confirmation of the purchase to each Shareholder or
the Shareholder's representative and to the Trust if requested. Each
confirmation shall indicate the prior Share balance, the new Share balance, the
Shares for which Stock Certificates are
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outstanding (if any), the amount invested and the price paid for the
newly-purchased Shares.
SECTION 15. Prior to the Valuation Time on each Business Day, as
specified in accordance with SECTION 13, Fund Services shall process all
requests to redeem Shares and, with respect to each Fund, shall advise the
Custodian of (i) the total number of Shares available for redemption and (ii)
the number of Shares and fractional Shares requested to be redeemed. Upon
confirmation of the net asset value by the Trust's Adviser, Fund Services shall
notify the Trust and the Custodian of the redemption, apply the redemption
proceeds in accordance with SECTION 16 and the Prospectus, record the redemption
in the share registry books, and debit the redeemed Shares from the Unissued
Certificates Account and the individual account of the Shareholder.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, Fund Services may, at the request of the Trust, sell Shares
to the Trust as repurchases from Shareholders, provided that the sale price is
not less than the applicable redemption price. The redemption procedures shall
then be appropriately modified.
SECTION 16. Fund Services will carry out the following procedures
with respect to Share redemptions:
(a) As to each request received by the Trust from or on behalf of a
Shareholder for the redemption of Shares, and unless the right of redemption has
been suspended as contemplated by the Prospectus, Fund Services shall, within
seven days after
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receipt of such redemption request, either (i) mail a check in the amount of the
proceeds of such redemption to the person designated by the Shareholder or other
person to receive such proceeds or, (ii) in the event redemption proceeds are to
be wired through the Federal Reserve Wire System or by bank wire pursuant to
procedures described in the Prospectus, cause such proceeds to be wired in
Federal funds to the bank or trust company account designated by the Shareholder
to receive such proceeds. Funds Services shall also prepare and send a
confirmation of such redemption to the Shareholder. Redemptions in kind shall be
made only in accordance with such Written Instructions as Fund Services may
receive from the Trust. The requirements as to instruments of transfer and other
documentation, the determination of the appropriate redemption price and the
time of payment shall be as provided in the Prospectus, subject to such
additional requirements consistent therewith as may be established by mutual
agreement between the Trust and Fund Services. In the case of a request for
redemption that does not comply in all respects with the requirements for
redemption, Fund Services shall promptly so notify the Shareholder and shall
effect such redemption at the price in effect at the time of receipt of
documents complying with such requirements. Fund Services shall notify the
Trust's Custodian and the Trust on each Business Day of the amount of cash
required to meet payments made pursuant to the provisions of this paragraph and
thereupon the Trust shall instruct the Custodian to
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make available to Fund Services in timely fashion sufficient funds therefor.
(b) Procedures and standards for effecting and accepting redemption
orders from Shareholders by telephone or by such check writing service as the
Trust may institute may be established by mutual agreement between Fund Services
and the Trust consistent with the Prospectus.
(c) For purposes of redemption of Shares that have been purchased by
check within fifteen (15) days prior to receipt of the redemption request, the
Trust shall provide Fund Services with Written Instructions concerning the time
within which such requests may be honored.
(d) Fund Services shall process withdrawal orders duly executed by
Shareholders in accordance with the terms of any withdrawal plan instituted by
the Trust and described in the Prospectus. Payments upon such withdrawal orders
and redemptions of Shares held in withdrawal plan accounts in connection with
such payments shall be made at such times as the Trust may determine in
accordance with the Prospectus.
(e) The authority of Fund Services to perform its responsibilities
under SECTIONS 15 and 16 with respect to the Shares of any Series shall be
suspended if Fund Services receives notice of the suspension of the
determination of the net asset value of the Series.
SECTION 17. Upon the declaration of each dividend and each capital
gains distribution by the Trust's Trustees, the Trust shall notify Fund Services
of the date of such declaration,
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the amount payable per Share, the record date for determining the Shareholders
entitled to payment, the payment and the reinvestment date price.
SECTION 18. Upon being advised by the Trust of the declaration of
any income dividend or capital gains distribution on account of its Shares, Fund
Services shall compute and prepare for the Trust records crediting such
distributions to Shareholders. Fund Services shall, on or before the payment
date of any dividend or distribution, notify the Trust and the Custodian of the
estimated amount required to pay any portion of a dividend or distribution which
is payable in cash, and thereupon the Trust shall, on or before the payment date
of such dividend or distribution, instruct the Custodian to make available to
Fund Services sufficient funds for the payment of such cash amount. Fund
Services will, on the designated payment date, reinvest all dividends in
additional shares and promptly mail to each Shareholder at his address of record
a statement showing the number of full and fractional Shares (rounded to three
decimal places) then owned by the Shareholder and the net asset value of such
Shares; provided, however, that if a Shareholder elects to receive dividends in
cash, Fund Services shall prepare a check in the appropriate amount and mail it
to the Shareholder at his address of record within five (5) business days after
the designated payment date, or transmit the appropriate amount in Federal funds
in accordance with the Shareholder's agreement with the Trust.
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SECTION 19. Fund Services shall prepare and maintain for the Trust
records showing for each Shareholder's account the following:
A. The name, address and tax identification number of the
Shareholder;
B. The number of Shares of each Series held by the Shareholder;
C. Historical information including dividends paid and date and
price for all transactions;
D. Any stop or restraining order placed against such account;
E. Information with respect to the withholding of any portion of
income dividends or capital gains distributions as are required to be withheld
under applicable law;
F. Any dividend or distribution reinvestment election, withdrawal
plan application, and correspondence relating to the current maintenance of the
account;
G. The certificate numbers and denominations of any Share
Certificates issued to the Shareholder; and
H. Any additional information required by Fund Services to perform
the services contemplated by this Agreement. Fund Services agrees to make
available upon request by the Trust or the Trust's Adviser and to preserve for
the periods prescribed in Rule 31a-2 of the Investment Company Act any records
related to services provided under this Agreement and required to be maintained
by Rule 31a-1 of that Act, including:
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(i) Copies of the daily transaction register for each Business Day
of the Trust;
(ii) Copies of all dividend, distribution and reinvestment blotters;
(iii) Schedules of the quantities of Shares of each Series
distributed in each state for purposes of any state's laws or regulations as
specified in Oral or Written Instructions given to Fund Services from time to
time by the Trust or its agents; and
(iv) Such other information, including Shareholder lists, and
statistical information as may be agreed upon from time to time by the Trust and
Fund Services.
SECTION 20. Fund Services shall maintain those records necessary to
enable the Trust to file, in a timely manner, form N-SAR (Semi-Annual Report) or
any successor report required by the Investment Company Act or rules and
regulations thereunder.
SECTION 21. Fund Services shall cooperate with the Trust's
independent public accountants and shall take reasonable action to make all
necessary information available to such accountants for the performance of their
duties.
SECTION 22. In addition to the services described above, Fund
Services will perform other services for the Trust as may be mutually agreed
upon in writing from time to time, which may include preparing and filing
Federal tax forms with the Internal Revenue Service, and, subject to supervisory
oversight by the Trust's Adviser, mailing Federal tax information to
Shareholders, mailing semi-annual Shareholder reports, preparing
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the annual list of Shareholders, mailing notices of Shareholders' meetings,
proxies and proxy statements and tabulating proxies. Fund Services shall answer
the inquiries of certain Shareholders related to their share accounts and other
correspondence requiring an answer from the Trust. Fund Services shall maintain
dated copies of written communications from Shareholders, and replies thereto.
SECTION 23. Nothing contained in this Agreement is intended to or
shall require Fund Services, in any capacity hereunder, to perform any functions
or duties on any day other than a Business Day. Functions or duties normally
scheduled to be performed on any day which is not a Business Day shall be
performed on, and as of, the next Business Day, unless otherwise required by
law.
SECTION 24. For the services rendered by Fund Services as described
above, the Trust shall pay to Fund Services fees based upon a fee schedule to be
mutually agreed upon from time to time. Such fee shall be prorated for the
months in which this Agreement becomes effective or is terminated. In addition,
the Trust shall pay, or Fund Services shall be reimbursed for, all out-of-pocket
expenses incurred in the performance of this Agreement, including but not
limited to the cost of stationery, forms, supplies, blank checks, stock
certificates, proxies and proxy solicitation and tabulation costs, all forms and
statements used by Fund Services in communicating with Shareholders of the Trust
or especially prepared for use in connection with its services hereunder,
specific software enhancements as requested
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by the Trust, costs associated with maintaining withholding accounts (including
non-resident alien, Federal government and state), postage, telephone, telegraph
(or similar electronic media) used in communicating with Shareholders or their
representatives, outside mailing services, microfiche/microfilm, freight charges
and off-site record storage. It is agreed in this regard that Fund Services,
prior to ordering any form in such supply as it estimates will be adequate for
more than two years' use, shall obtain the written consent of the Trust. All
forms for which Fund Services has received reimbursement from the Trust shall be
the property of the Trust.
SECTION 25. Fund Services shall not be liable for any taxes,
assessments or governmental charges that may be levied or assessed on any basis
whatsoever in connection with the Trust or any Shareholder, excluding taxes
assessed against Fund Services for compensation received by it hereunder.
SECTION 26.
(a) Fund Services shall at all times act in good faith and with
reasonable care in performing the services to be provided by it under this
Agreement, but shall not be liable for any loss or damage unless such loss or
damage is caused by the negligence, bad faith or willful misconduct of Fund
Services or its employees or agents.
(b) The Trust shall indemnify and hold Fund Services harmless from
all loss, cost, damage and expense, including reasonable expenses for counsel,
incurred by it resulting from any claim, demand, action or suit in connection
with the
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performance of its duties hereunder, or as a result of acting upon any
instruction reasonably believed by it to have been properly given by a duly
authorized officer of the Trust, or upon any information, data, records or
documents provided to Fund Services or its agents by computer tape, telex, CRT
data entry or other similar means authorized by the Trust; provided that this
indemnification shall not apply to actions or omissions of Fund Services in
cases of its own bad faith, willful misconduct or negligence, and provided
further that if in any case the Trust may be asked to indemnify or hold Fund
Services harmless pursuant to this Section, the Trust shall have been fully and
promptly advised by Fund Services of all material facts concerning the situation
in question. The Trust shall have the option to defend Fund Services against any
claim which may be the subject of this indemnification, and in the event that
the Trust so elects it will so notify Fund Services, and thereupon the Trust
shall retain competent counsel to undertake defense of the claim, and Fund
Services shall in such situations incur no further legal or other expenses for
which it may seek indemnification under this paragraph. Fund Services shall in
no case confess any claim or make any compromise in any case in which the Trust
may be asked to indemnify Fund Services except with the Trust's prior written
consent.
Without limiting the foregoing:
(i) Fund Services may rely upon the advice of the Trust or counsel
to the Trust or Fund Services, and upon statements of accountants, brokers and
other persons believed by
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Fund Services in good faith to be expert in the matters upon which they are
consulted. Fund Services shall not be liable for any action taken in good faith
reliance upon such advice or statements;
(ii) Fund Services shall not be liable for any action reasonably
taken in good faith reliance upon any Written Instructions or certified copy of
any resolution of the Trust's Trustees, including a Written Instruction
authorizing Fund Services to make payment upon redemption of Shares without a
signature guarantee; provided, however, that upon receipt of a Written
Instruction countermanding a prior Instruction that has not been fully executed
by Fund Services, Fund Services shall verify the content of the second
Instruction and honor it, to the extent possible. Fund Services may rely upon
the genuineness of any such document, or copy thereof, reasonably believed by
Fund Services in good faith to have been validly executed;
(iii) Fund Services may rely, and shall be protected by the Trust in
acting, upon any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice, consent,
order, or other paper or document reasonably believed by it in good faith to be
genuine and to have been signed or presented by the purchaser, the Trust or
other proper party or parties; and
(d) Fund Services may, with the consent of the Trust, subcontract
the performance of any portion of any service to be provided hereunder,
including with respect to any Shareholder or group of Shareholders, to any agent
of Fund Services and may
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reimburse the agent for the services it performs at such rates as Fund Services
may determine; provided that no such reimbursement will increase the amount
payable by the Trust pursuant to this Agreement; and provided further, that Fund
Services shall remain ultimately responsible as transfer agent to the Trust.
SECTION 27. The Trust shall deliver or cause to be delivered over to
Fund Services (i) an accurate list of Shareholders, showing each Shareholder's
address of record, number of Shares of each Series owned and whether such Shares
are represented by outstanding Share Certificates or by non-certificated Share
accounts and (ii) all Shareholder records, files, and other materials necessary
or appropriate for proper performance of the functions assumed by Fund Services
under this Agreement (collectively referred to as the "Materials"). The Trust
shall indemnify Fund Services and hold it harmless from any and all expenses,
damages, claims, suits, liabilities, actions, demands and losses arising out of
or in connection with any error, omission, inaccuracy or other deficiency of
such Materials, or out of the failure of the Trust to provide any portion of the
Materials or to provide any information in the Trust's possession needed by Fund
Services to knowledgeably perform its functions; provided the Trust shall have
no obligation to indemnify Fund Services or hold it harmless with respect to any
expenses, damages, claims, suits, liabilities, actions, demands or losses caused
directly or indirectly by acts or omissions of Fund Services or the Trust's
Adviser.
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SECTION 28. This Agreement may be amended from time to time by a
written supplemental agreement executed by the Trust and Fund Services and
without notice to or approval of the Shareholders; provided this Agreement may
not be amended in any manner which would substantially increase the Trust's
obligations hereunder unless the amendment is first approved by the Trust's
Trustees, including a majority of the Trustees who are not a party to this
Agreement or interested persons of any such party, at a meeting called for such
purpose, and thereafter is approved by the Trust's Shareholders if such approval
is required under the Investment Company Act or the rules and regulations
thereunder. The parties hereto may adopt procedures as may be appropriate or
practical under the circumstances, and Fund Services may conclusively rely on
the determination of the Trust that any procedure that has been approved by the
Trust does not conflict with or violate any requirement of its Articles of
Incorporation or Declaration of Trust, Bylaws or Prospectus, or any rule,
regulation or requirement of any regulatory body.
SECTION 29. The Trust shall file with Fund Services a certified copy
of each operative resolution of its Trustees authorizing the execution of
Written Instructions or the transmittal of Oral Instructions and setting forth
authentic signatures of all signatories authorized to sign on behalf of the
Trust and specifying the person or persons authorized to give Oral Instructions
on behalf of the Trust. Such resolution shall constitute conclusive evidence of
the authority of the person or persons designated therein to act and shall be
considered in full
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force and effect, with Fund Services fully protected in acting in reliance
thereon, until Fund Services receives a certified copy of a replacement
resolution adding or deleting a person or persons authorized to give Written or
Oral Instructions. If the officer certifying the resolution is authorized to
give Oral Instructions, the certification shall also be signed by a second
officer of the Trust.
SECTION 30. The terms, as defined in this Section, whenever used in
this Agreement or in any amendment or supplement hereto, shall have the meanings
specified below, insofar as the context will allow.
(a) Business Day: Any day on which the Trust is open for business as
described in the Prospectus.
(b) Custodian: The term Custodian shall mean the Trust's current
custodian or any successor custodian acting as such for the Trust.
(c) Fund's Adviser: The term Fund's Adviser shall mean Alliance
Capital Management L.P. or any successor thereto who acts as the investment
adviser or manager of the Trust.
(d) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Fund Services in person or by telephone, vocal telegram or
other electronic means, by a person or persons reasonably believed in good faith
by Fund Services to be a person or persons authorized by a resolution of the
Trustees of the Trust to give Oral Instructions on behalf of the Trust. Each
Oral Instruction shall specify
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whether it is applicable to the entire Trust or a specific Series of the Trust.
(e) Prospectus: The term Prospectus shall mean a prospectus and
related statement of additional information forming part of a currently
effective registration statement under the Investment Company Act and, as used
with the respect to Shares or Shares of a Series, shall mean the prospectuses
and related statements of additional information covering the Shares or Shares
of the Series.
(f) Securities: The term Securities shall mean bonds, debentures,
notes, stocks, shares, evidences of indebtedness, and other securities and
investments from time to time owned by the Trust.
(g) Series: The term Series shall mean any series of Shares of
beneficial interest of the Trust that the Trust may establish from time to time.
(h) Share Certificates: The term Share Certificates shall mean the
certificates for the Shares.
(i) Shareholders: The term Shareholders shall mean the registered
owners from time to time of the Shares, as reflected on the share registry
records of the Trust.
(j) Written Instructions: The term Written Instructions shall mean
an authorization, instruction, approval, item or set of data, or information of
any kind transmitted to Fund Services in original writing containing original
signatures, or a copy of such document transmitted by telecopy, including
transmission of such signature, or other mechanical or
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documentary means, at the request of a person or persons reasonably believed in
good faith by Fund Services to be a person or persons authorized by a resolution
of the Trustees of the Trust to give Written Instruction shall specify whether
it is applicable to the entire Trust or a specific Series of the Trust.
SECTION 31. Fund Services shall not be liable for the loss of all or
part of any record maintained or preserved by it pursuant to this Agreement or
for any delays or errors occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military authorities,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riot, or failure of transportation, communication or power supply, except
to the extent that Fund Services shall have failed to use its best efforts to
minimize the likelihood of occurrence of such circumstances or to mitigate any
loss or damage to the Trust caused by such circumstances.
SECTION 32. The Trust may give Fund Services sixty (60) days and
Fund Services may give the Trust (90) days written notice of the termination of
this Agreement, such termination to take effect at the time specified in the
notice. Upon notice of termination, the Trust shall use its best efforts to
obtain a successor transfer agent. If a successor transfer agent is not
appointed within ninety (90) days after the date of the notice of termination,
the Trustees of the Trust shall, by resolution, designate the Trust as its own
transfer agent. Upon receipt of written notice from the Trust of the appointment
of the successor transfer agent and upon receipt of Oral or Written Instructions
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Fund Services shall, upon request of the Trust and the successor transfer agent
and upon payment of Fund Services reasonable charges and disbursements, promptly
transfer to the successor transfer agent the original or copies of all books and
records maintained by Fund Services hereunder and cooperate with, and provide
reasonable assistance to, the successor transfer agent in the establishment of
the books and records necessary to carry out its responsibilities hereunder.
SECTION 33. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first-class mail, postage prepaid, to
the respective parties.
Notice to the Trust shall be given as follows until further notice:
AllianceBernstein Trust
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
Notice to Fund Services shall be given as follows until further notice:
Alliance Fund Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
SECTION 34. The Trust represents and warrants to Fund Services that
the execution and delivery of this Agreement by the undersigned officer of the
Trust has been duly and validly authorized by resolution of the Trust's
Trustees. Fund Services represents and warrants to the Trust that the execution
and
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delivery of this Agreement by the undersigned officer of Fund Services has also
been duly and validly authorized.
SECTION 35. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and shall become
effective on the last date of signature below unless otherwise agreed by the
parties. Unless sooner terminated pursuant to SECTION 32, this Agreement will
continue in effect so long as its continuance is specifically approved at least
annually by the Trustees or by a vote of the stockholders of the Trust and in
either case by a majority of the Trustees who are not parties to this Agreement
or interested persons of any such party, at a meeting called for the purpose of
voting on this Agreement.
SECTION 36. This Agreement shall extend to and shall bind the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of Fund Services or by Fund Services without the written consent of the
Trust, authorized or approved by a resolution of the Trust's Trustees.
Notwithstanding the foregoing, either party may assign this Agreement without
the consent of the other party so long as the assignee is an affiliate, parent
or subsidiary of the assigning party and is qualified to act under the
Investment Company Act, as amended from time to time.
SECTION 37. This Agreement shall be governed by the laws of the
State of New Jersey.
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SECTION 38. A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of
each of the respective Funds.
WITNESS the following signatures:
ALLIANCEBERNSTEIN TRUST
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: President
ALLIANCE FUND SERVICES, INC.
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
TITLE: President
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SCHEDULE I
AllianceBernstein Global Value Fund
AllianceBernstein International Value Fund
AllianceBernstein Small Cap Value Fund
AllianceBernstein Value Fund
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