EXHIBIT 6(D)
ALLIANCE FUND DISTRIBUTORS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XXX XXXX 00000
(000) 000-0000
(LOGO)
___________, 199
Selected Agent Agreement
For Depository Institutions and Their Subsidiaries
Dear Sirs:
As the principal underwriter of shares of certain registered
investment companies presently or hereafter managed by Alliance
Capital Management L.P., shares of which companies are
distributed by us pursuant to our Distribution Services
Agreements with such companies (the "Funds"), we invite you,
acting as agent for your customers, to make available to your
customers shares of any or all of the Funds upon the following
terms and conditions:
1. The customers in question will be for all purposes your
customers. We shall execute transactions in shares of the Funds
for each of your customers only upon your authorization, it being
understood in all cases that (a) you are acting as the agent for
the customer; (b) each transaction is initiated solely upon the
order of the customer; (c) each transaction is for the account of
the customer and not for your account; (d) the transactions are
without recourse against you by the customer; (e) except as we
otherwise agree, each transaction is effected on a fully
disclosed basis; (f) as between you and the customer, the
customer will have full beneficial ownership of the shares; (g)
you shall provide no investment advice and exercise no investment
discretion regarding the purchase, sale, or redemption of the
shares; and (h) you shall make appropriate disclosure to your
customers that any Fund's shares are not endorsed by you, do not
constitute your obligation and are not entitled to federal
deposit insurance.
2. You are to sell shares of the Funds only at the public
offering prices which shall be currently in effect, in accordance
with the terms of the then current prospectuses and statements of
additional information of the Funds. You agree to act only as
agent for your customers in such transactions and shall not have
authority to act as agent for the Funds or for us in any respect.
All orders are subject to acceptance by us and become effective
only upon confirmation by us.
3. On each purchase of shares of a Fund authorized by you,
the total sales charge and commission, if any, shall be as stated
in the Fund's then current prospectus. Such sales charges and
commissions are subject to reductions under a variety of
circumstances as described in each Fund's then current prospectus
and statement of additional information. To obtain such a
reduction, you must provide us with such information as we may
request to establish that a particular transaction qualifies for
the reduction. There is no sales charge or commission to
selected agents on the reinvestment of dividends.
4. As a selected agent, you are hereby authorized (i) to
place orders directly with the Funds for their shares to be
resold by us through you subject to the applicable terms and
conditions governing the placement of orders by us set forth in
the Distribution Services Agreement between each Fund and us and
subject to the applicable compensation provisions set forth in
each Fund's then current prospectus and statement of additional
information, and (ii) to tender shares directly to the Funds or
their agent for redemption or repurchase subject to the
applicable terms and conditions set forth in the Distribution
Services Agreement.
5. Redemptions and repurchases of shares will be made at
the net asset value of such shares in accordance with the then
current prospectuses and statements of additional information of
the Funds.
6. You represent that you are either:
(a) a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), duly
authorized to engage in the transactions to be performed
hereunder and not required to register as a broker-dealer
pursuant to the 1934 Act; or
(b) a bank (as so defined) or an affiliate of a bank, in
either case registered as a broker-dealer pursuant to the 1934
Act and a member of the National Association of Securities
Dealers, Inc., and that you agree to abide by the rules and
regulations of the National Association of Securities Dealers,
Inc.
7. You agree:
(a) to order shares of the Funds only from us and to act as
agent only for your customers;
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(b) to order shares from us only for the purpose of covering
purchase orders already received;
(c) that you will not purchase any shares from your
customers at prices lower than the redemption or repurchase
prices then quoted by the Funds, provided, however, that you
shall be permitted to sell shares for the accounts of their
record owners to the Funds at the repurchase prices currently
established for such shares and may charge the owner a fair
commission for handling the transaction;
(d) that you will not withhold placing customers' orders for
shares so as to profit yourself as a result of such withholding;
and
(e) that if any shares confirmed through you hereunder are
redeemed or repurchased by any of the Funds within seven business
days after such confirmation of your original order, you shall
forthwith refund to us the full commission reallowed to you on
such sales. We shall notify you of such redemption or repurchase
within ten days from the date of delivery of the request therefor
or certificates to us or such Fund. Termination or cancellation
of this Agreement shall not relieve you or us from the
requirements of this subparagraph.
8. We shall not accept from you any conditional orders for
shares. Delivery of certificates for shares purchased shall be
made by the Funds only against receipt of the purchase price,
subject to deduction for the commission reallowed to you and our
portion of the sales charge on such sale. 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
Funds (in which case you will be responsible for any loss,
including loss of profit, suffered by the Funds resulting from
your failure to make payment as aforesaid).
9. You will not accept orders for shares of any of the
Funds except under circumstances that will result in compliance
with the applicable Federal and State securities laws and banking
laws, and in connection with sales of shares to your customers
you will furnish, unless we agree otherwise, to each customer who
has ordered shares a copy of the applicable then current
prospectus. We shall be under no liability to you except for
lack of good faith and 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 or of the rules and regulations of the
Securities and Exchange Commission, or to relieve the parties
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hereto from any liability arising under the Securities Act of
1933.
10. From time to time during the term of this Agreement 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 under the Investment Company Act of 1940 (the "Act"),
to compensate you with respect to the shareholder accounts of
your customers in such Funds for providing administrative,
accounting and other services, including personal service and/or
the maintenance of such accounts. 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 10 shall be subject to the following terms and
conditions:
(a) Any such payments shall be in such amounts as we may
from time to time advise you in writing but in any event not in
excess of the amounts permitted by the plan in effect with
respect to each particular Fund. Such payments shall include a
service fee in the amount of .25 of 1% per annum of the average
daily net assets of certain Funds attributable to your clients.
Any such service fee shall be paid to you solely for personal
service and/or the maintenance of shareholder accounts.
(b) The provisions of this Section 10 relate to the plan
adopted by a particular Fund pursuant to Rule 12b-1. In
accordance with Rule 12b-1, any person authorized to direct the
disposition of monies paid or payable by a Fund pursuant to this
Section 10 shall provide the Fund's Board of Directors, and the
Directors shall review, at lest quarterly, a written report of
the amounts so expended and the purposes for which such
expenditures were made.
(c) The provisions of this Section 10 applicable to each
Fund 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. The provisions of this Section 10 shall
automatically terminate with respect to a particular Plan 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 10 may be
terminated at any time, without penalty, by either party with
respect to any particular 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.
11. No person is authorized to make any representation
concerning shares of the Funds except those contained in the
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current prospectus, statement of additional information, and
printed information issued by each Fund or by us as information
supplemental to each prospectus. We shall supply prospectuses
and statements of additional information, reasonable quantities
of reports to shareholders, supplemental sales literature, sales
bulletins, and additional information as issued. You agree to
distribute prospectuses and reports to shareholders of the Funds
to your customers in compliance with applicable requirements,
except to the extent that we expressly undertake to do so on your
behalf. You agree not to use other advertising or sales material
relating to the Funds except in compliance with all laws and
regulations applicable to you and unless approved in writing by
us in advance of such use. Any printed information furnished by
us other than the then current prospectus and statement of
additional information for each Fund, periodic reports and proxy
solicitation materials are our sole responsibility and not the
responsibility of the Funds, and you agree that the Funds shall
have no liability or responsibility to you in these respects
unless expressly assumed in connection therewith.
12. In connection with your making shares of a Fund
available to your customers, you shall conform to such written
compliance standards as we have provided you in the past or may
from time to time provide to you in the future.
13. We, our affiliates and the Funds shall not 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 such instructions for
any reason.
14. 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 as of 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 for 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. If you are a
bank or an affiliate of a bank, this Agreement will automatically
terminate if you cease to be, or the bank of which you are an
affiliate ceases to be, a bank as defined in the 1934 Act.
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15. This Agreement shall be construed in accordance with the
laws of the State of New York and shall be binding upon both
parties hereto when signed by us and accepted by you in the space
provided below.
Very truly yours,
ALLIANCE FUND DISTRIBUTORS, INC.
By:_____________________________
(Authorized Signature)
Bank or Firm Name _______________________________________________
Address _________________________________________________________
City _____________________ State ____________ Zip Code __________
ACCEPTED BY (signature) _____________________ Title _____________
Name (print) ________________________________ Title _____________
Date _____________________ 199__ Phone # ________________________
Please return two signed copies of this Agreement (one of
which will be signed by us and thereafter returned to you) in the
accompanying return envelope to:
Alliance Fund Distributors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
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00250117.AT3
