ALLIANCEBERNSTEIN INVESTMENTS, INC. 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 (800) 221-5672

ALLIANCEBERNSTEIN INVESTMENTS, INC. 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 (800) 221-5672

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ALLIANCEBERNSTEIN INVESTMENTS, INC.

0000 XXXXXX XX XXX XXXXXXXX

XXX XXXX, XX 00000

(000) 000-0000

[ ], 2023

Selected Agreement

For Broker-Dealers

As the principal underwriter of shares of beneficial interest of AB CarVal Opportunistic Credit Fund (the “Fund”), we invite you to participate as principal (except as provided herein) in the distribution of shares of the Fund, all upon the terms and conditions set forth below. All other agreements in place between us, AB CarVal Investors, L.P. and its affiliates as well as other funds for which AB CarVal Investors, L.P. or its affiliates acts as manager, and you and your affiliates, remain unchanged and in full force and effect.


	2.	(a)	On each purchase of shares of the 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 Prospectus.

		(b)	You acknowledge that a reduced sales charge and/or no sales charge (collectively “discounts”) may be available to purchases of shares as described in the Fund’s Prospectus. You agree to: (i) obtain all necessary information from your customers to allow you to provide all available discounts; (ii) inform your customers of applicable discount opportunities and inquire about other qualifying holdings that might entitle customers to receive discounts; and (iii) advise us contemporaneously with each purchase as to amounts of any and all purchases of shares made by you, as agent for your customers, qualifying for discounts. You further agree that you have, and will maintain during the term of this Agreement, adequate written supervisory procedures, controls, and exception reports to ensure that your customers receive all available discounts. If we thereafter learn that a sale qualified for a discount 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.

		(c)	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 the Fund is less than $100.

		(d)	You acknowledge and understand that shares of the Fund will not be listed for trading on any national securities exchange and though the Fund intends to make periodic repurchases of a portion of Fund shares, the shares should be considered to be illiquid and not readily marketable. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS THEN CURRENT PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED.

3. As a selected dealer, you are hereby authorized (a) to place orders directly with the 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 Fund’s 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 Prospectus, and (b) to tender shares directly to the Fund or its agent for repurchase subject to the applicable terms and conditions set forth in the applicable Distribution Services Agreement, the Prospectus, and the Repurchase Offer Notice.

4. Repurchases of shares of the Fund are to be made in accordance with the Prospectus and Repurchase Offer Notices.

5. You shall:

		(a)	Purchase shares of the Fund only from us;

		(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 the Fund from your customers. All repurchases of shares of the Fund are to be made in accordance with the Prospectus and Repurchase Offer Notices;

		(d)	Not withhold placing customers’ orders for shares so as to profit yourself as a result of such withholding;

		(e)	[Reserved]

		(f)	Unless you hold shares as nominee for your customers or participate in the NSCC Fund/Serv Networking program, at certain matrix levels, provide us with all necessary information to comply with all applicable federal, state and local reporting requirements, including, without limitation, backup and nonresident alien withholding requirements for your customer accounts. You represent and agree that all Tax Identification Numbers (“TINs”) provided to us are certified, and that no account that requires a certified TIN will be established without a certified TIN. With respect to all other accounts, including fund shares held by you in omnibus accounts, and fund shares purchased or sold through the NSCC Fund/Serv Networking Program, at certain matrix levels, you agree to perform all federal, state and local tax reports with respect to such accounts, including without limitation, redemptions and exchanges.

6. We shall not accept from you any conditional orders for Fund shares. Acceptance of an order to purchase shares of the 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.	(a)	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 Prospectus and, if required to be furnished, a copy of the then currently applicable statement of additional information. If required by Rule 10b-10 under the 1934 Act, you shall send confirmation of orders to your customers.

		(b)	You shall at all times comply with all provisions of applicable law, including FINRA Conduct Rules and other requirements, and the Prospectus of the Fund applicable to your conduct, including, but not limited to, sales practices and sales charge waivers. In this regard, you further represent and warrant that you, acting as our agent, will submit to us, or to the Fund’s transfer agent, for receipt of that day’s net asset value (less any applicable sales charges) only complete orders received by you prior to the time set by the Funds for calculation of their net asset value, as described in the Fund’s Prospectus. You further represent and warrant that, when acting as our agent, orders received by you after the time set for calculation of the Fund’s net asset value will be submitted to us, or to the Fund’s transfer agent, for receipt of the next determined net asset value following your receipt of those orders. You further represent that you have (i) established and maintain internal controls and procedures that are sufficient to reasonably assure that orders will be


		submitted to us, or to the Fund’s transfer agent, in accordance with the above requirements; and (ii) established procedures to ensure that orders received by you are handled in a manner reasonably consistent with Rule 22d-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and any Securities and Exchange Commission (“SEC”) staff positions or interpretations issued thereunder.

	(c)	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 SEC, or to relieve the parties hereto from any liability arising under the 1933 Act.

8.	(a)	You represent that you have reviewed your policies and procedures to ensure that they are adequate with respect to preventing violations of law and Prospectus requirements related to, among other things, timely order-taking and you hereby provide the confirmation set forth on Appendix A hereto with the initial execution of this Agreement. You acknowledge that, from time to time thereafter, we may require you to provide the certifications set forth on Appendix A hereto, and you agree to provide promptly such certifications. Your placing of an order or accepting payment of any kind after we ask you to provide such certification shall constitute your certification of the matters set forth on Appendix A.

	(b)	[Reserved.]

	(c)	[Reserved.]

	(d)	[Reserved.]

	(e)	You agree that you will execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder that has been identified by the Fund as having engaged in transactions in the Fund’s shares (directly or indirectly through your account) that violate policies established by the Fund.

	(f)	You agree that you will execute written instructions described in subparagraph (e) above as soon as reasonably practicable, but not later than five business days after your receipt of the instructions.

	(g)	You agree that you will provide written confirmation to the Fund that instructions have been executed, as soon as practicable but not later than ten business days after the instructions have been executed.

	(h)	The Fund agrees not to use the information received for marketing or any other similar purpose without your prior written consent.

	(i)	If you hold shares for your customers in an omnibus account, you acknowledge that we may also monitor turnover of assets to purchases and redemptions in the account. If there is excessive turnover, we may notify you and request that you review individual account transactions for excessive or short-term trading activity and confirm to us that appropriate action has been taken to curtail such activity. You acknowledge that appropriate action may include blocking accounts and prohibiting future purchases and sales of Fund shares.


		(j)	You acknowledge that we may terminate this Agreement if you decline to provide customer account information to us, or to take appropriate action upon notice from us that an account has been blocked or there is excessive turnover in omnibus accounts.

9. From time to time while this Agreement is in effect, we may make payments to you pursuant to the distribution plans (“Plan”) adopted by the Fund pursuant to Rule 12b-1 (“Rule 12b-1”) under the 1940 Act in consideration of your furnishing distribution services hereunder with respect to the 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 9 shall be subject to the following terms and conditions:

		(a)	Any such payments with respect to the 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 a Plan in effect with respect to the 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 9 relate to the Plan adopted by the 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 Trustees in accordance with Rule 12b-1, at least quarterly, a written report of the amounts expended by us pursuant to this Section 9 and the purposes for which such expenditures were made; and

		(c)	Notwithstanding any other provision of this Agreement, the provisions of this Section 9 relating to the Plan applicable to the Fund shall remain in effect for not more than a year and thereafter for successive annual periods only so long as the continuance of the Plan and this Agreement is specifically approved at least annually in conformity with Rule 12b-1 and the 1940 Act, and the provisions of this Section 9 shall automatically terminate with respect to the Plan in the event of the assignment (as defined by the 1940 Act) of this Agreement, in the event the 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 9 may be terminated at any time, without penalty, by (i) the Fund, in accordance with Rule 12b-1 or, (ii) you or us with respect to the Plan on not more than 60 days nor less than 30 days prior written notice delivered (or mailed by registered mail, postage prepaid, to the other party).

	10.	(a)	No person is authorized to make any representation concerning shares of the Fund except those contained in the Fund’s Prospectus or in currently applicable printed information issued by the Fund or by us as information supplemental thereto. In purchasing shares of the Fund, you shall rely solely on the representations in the Fund’s Prospectus and/or in the foregoing printed supplemental information. We shall supply to you Fund Prospectuses, reasonable quantities of reports to shareholders, proxy solicitation materials, supplemental sales literature, sales bulletins, and additional information as issued. You shall distribute Prospectuses and reports to shareholders of the Fund 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 the Fund, unless approved in writing by us in advance of such use except that you may identify the Fund in a listing of mutual funds available through you to your customers. Any printed information furnished by us other than the Prospectus for the Fund, periodic reports and proxy solicitation materials are our sole responsibility and not the responsibility of the Fund, and the Fund shall not have any liability or responsibility to you in these respects unless expressly assumed in connection therewith.



		(b)	You agree not to transact orders for Fund shares in states or jurisdictions in which you have been informed that shares may not be sold or in which you or your personnel are not authorized to sell shares.

		(c)	We shall have no responsibility, under the laws regulating the sale of securities in the United States or any foreign jurisdiction, with respect to the qualification or status of you or your personnel selling Fund shares. We shall not, in any event, be liable or responsible for the issue, form, validity, enforceability, and value of the Fund’s shares or for any matter in connection therewith.

11. You understand and acknowledge that the Fund may offer more than one class of shares. You represent and warrant that you have established compliance procedures designed to ensure (a) that your customers are made aware of the terms of each available class of shares offered and sold to each particular offeree and (b) that the purchaser meets all applicable suitability requirements and to ensure proper supervision of your representatives in recommending and offering multiple classes of shares. You acknowledge that we have no responsibility for determining the suitability of any Fund shares as investments for your customers.

12. 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 FINRA Rule 4311 or, as applicable, the rules of a national securities exchange. In connection with your provision of such brokerage clearing services, (i) you are responsible for ensuring that shares are sold in compliance with the terms and conditions of this Agreement and each Prospectus, and (ii) we have no responsibility for determining whether any shares are suitable for clients of your Originating Firms.

13. Neither our affiliates nor the 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.

	14.	(a)	You represent and warrant that: (i) you are a broker-dealer registered under the 1934 Act or you are exempt from registration under the 1934 Act; (ii) you are a member in good standing with FINRA; (iii) you are licensed by the appropriate regulatory authority of each state or other jurisdiction in which you will offer and sell shares of the Funds; and (iv) each of your partners, directors, officers, employees, and agents who will participate or otherwise may be involved in the offer or sale of Fund shares or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you will offer and sell Fund shares. At all times, you will abide by FINRA Conduct Rules and by all other federal or state laws, and rules and regulations thereunder applicable to the conduct of your business to which the Agreement pertains;

		(b)	You represent that you have implemented anti-money laundering procedures and have a compliance program including an AML Policy and Procedures, as required by FINRA and under U.S. Law. The AML Policy and Procedures must include a Customer Identification Program (“CIP”). You represent and undertake that for all accounts introduced to us by you, except for accounts that are not held in omnibus


			accounts with the Fund or its service providers or accounts not established with the Fund or its service providers through the NSCC Fund/SERV system or otherwise by you, you will ensure that such clients are properly identified and that their identities have been verified in accordance with the CIP requirements. You will take all possible steps to ensure that monies from all your clients investing in the Fund 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 Fund is the ultimate beneficiary of this Agreement and therefore are relying upon your compliance with your AML program, including the CIP, and any and all laws and regulations applicable to you in the execution of orders for the Fund.

		(e)	You confirm that, on request, you will supply us with evidence of the due diligence work that you have carried out under your AML Policy and Procedures. 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 five years from the date of the termination of the client’s investment in the Fund.

15. This Agreement is in all respects subject to FINRA 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 FINRA bearing on your membership with FINRA and of any suspension or termination of such membership. You recognize that under FINRA Conduct Rules we are prohibited from making any payments to you after your ceasing to be a member in good standing of FINRA, 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 FINRA or the termination of this Agreement, neither we nor the Fund will be obligated to accept instructions from you, or any of your employees or representatives, regarding accounts or any transactions for them. Promptly thereafter, you shall (a) instruct your customers to contact AllianceBernstein Investor Services, Inc. (“ABIS”) directly at (000) 000-0000 or such other numbers as we provide to you regarding all future transactions in shares of the Fund, and (b) if shares of the Fund beneficially owned by a number of your customers are held by you in an omnibus account, you shall provide to ABIS the details of each of those customer accounts (i.e., name, address and telephone number and number of shares owned) and instruct those customers to contact ABIS directly, as provided above, regarding all future transactions in shares in the Fund.

16. 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.

	17.	(a)	This Agreement will terminate automatically upon: (i) termination or suspension of your registration with the SEC; (ii) termination or suspension of your membership with FINRA; or (iii) termination or suspension of your license to do business by any state or other jurisdiction. You agree to notify us promptly in writing of any such action or event.


	(b)	This Agreement will terminate automatically if we no longer serve as underwriter to the Fund.

	(c)	Either you or we may terminate this Agreement by giving thirty (30) days prior written notice to the other. In addition, either you or we may, in case of material breach of this Agreement by either party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. 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.

	(d)	This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by you.

	(e)	The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve you of your obligations, duties and indemnities specified in this Agreement. A trade placed by you after your voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension, will only be effective upon written notification by us.

	(f)	This Agreement is not assignable or transferable and will terminate automatically in the event of its “assignment”, as defined in the 1940 Act, and the rules and regulations thereunder. We may, however, transfer any of our duties under this Agreement to any entity that controls or is under common control with us.

	(g)	This Agreement may be amended by us at any time by written notice to you and your placing of an order or accepting payment of any kind after your receipt of such notice and the effective date of any such amendment shall constitute your acceptance thereof.

	(h)	We may require you to provide the certification described in Section 8(a) and your placing of an order or accepting payment after we ask you to provide it shall constitute your certification.

18. We shall for so long after termination of this Agreement as you remain a member in good standing of FINRA make payments to you in accordance within Section 2 hereof based on sales of Fund shares purchased by you that are consummated prior to such termination unless this Agreement is terminated after you are no longer a member in good standing of FINRA, subject to Section 15 hereof. Your right to payments hereunder subsequent to termination of this Agreement after you are no longer a member in good standing of FINRA, if any, shall be solely as provided in Section 15 hereof. This Section 18 will survive the termination of this Agreement.

19. You shall indemnify and hold harmless us, the Fund, AB CarVal Investors, 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


Very truly yours,

By:
		(Authorized Signature)
		ALLIANCEBERNSTEIN INVESTMENTS, INC.

FIRM INFORMATION


Firm Name



Address


City				State				Zip Code


Accepted by (signature)


Name (print)				Title


Date				Telephone Number

Please return two signed copies of this Agreement (one of which signed by us will

thereafter be returned to you) to:

AllianceBernstein Investments, Inc.

0000 XX 00, Xxxx, 0^xx Floor

San Antonio, TX 78230

APPENDIX A

CERTIFICATION OF COMPLIANCE AND

CERTIFICATION OF ADEQUATE CONTROLS AND PROCEDURES

As a Broker-Dealer as set forth in the Selected Agreement for Broker-Dealers dated , 20 (the “Agreement”), we hereby certify to AllianceBernstein Investments, Inc. (“ABI”) that we will at all times comply with (i) the provisions of the Agreement related to compliance with all applicable laws, including the rules of the Securities and Exchange Commission and, if a member of Financial Industry Regulatory Authority (“FINRA”), FINRA Conduct Rules; and (ii) the terms of the Fund’s Prospectus. Our placing of an order after we receive this certification shall constitute our certification of the matters set forth below.

We maintain internal controls and procedures and hereby certify to ABI that, based on a recent review, such controls and procedures are adequate to:

(i)

ensure compliance with all applicable laws;

(ii)

provide information, which we will promptly report to ABI about any fraud involving us or any of our employees that would materially affect our operations or the performance of our obligations under the Agreement; and

(iii)

prevent the submission of any order received after the deadline for submission of orders in each day that are eligible for pricing at that day’s net asset value per share.


By:
		(Authorized Signature)


Name (print)						Title

Firm Name						Date

Please return these Certifications to:

AllianceBernstein Investments, Inc.

0000 XX 00, Xxxx, 0^xx Floor

San Antonio, TX 78230

You are to offer and sell shares of the Fund only at the public offering price 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 incorporated therein (collectively, the “Prospectus”). In addition, when the Fund makes periodic offers to repurchase shares from shareholders (a “Repurchase Offer”) pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), you shall comply with the procedures for such Repurchase Offers as set forth in the Prospectus, statement of additional information (if any) or any notification from us or the Fund relating to a Repurchase Offer (“Repurchase Offer Notice”). 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 the Fund, for us, or for any other dealer in any respect, except as herein provided. You shall not represent to any third party that you have such authority or are acting in such capacity. All orders are subject to acceptance or rejection by us and become effective only upon confirmation by us. We may, without notice, suspend sales or withdraw the offering of shares of the Fund at any time.

You may act as an agent for the limited purpose of receiving and transmitting purchase and repurchase orders for Advisor Class and Class U shares, which have no front-end load or deferred sales charge, and charge a commission or other transaction-based fee on purchases and sales of such Shares on your firm’s brokerage platform (such shares, “Transaction Fee Class Shares”). When such a fee is charged, you represent that you are acting solely on an agency basis with respect to the purchase or sale of Transaction Fee Class Shares and not as a dealer or selling agent of the Fund. You agree that any such commission will be charged in a manner consistent with applicable rules of the Financial Industry Regulatory Authority (“FINRA”) and confirmed in accordance with applicable requirements under the Securities Exchange Act of 1934 (the “1934 Act”).

You agree that any purchases and sales of Transaction Fee Class Shares may only be executed as purchases or repurchases between the investor and the Fund. You agree not to execute trades of Transaction Fee Class Shares between investors or otherwise support a secondary market for trading of Transaction Fee Advisor Class Shares.