ALLIANCE FUND DISTRIBUTORS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, X.X. 00000
(000) 000-0000
_______________, 20__
Selected Agent Agreement
For Depository Institutions and their 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, acting as agent for your
customers, to make available to your customers shares of each
such company as we now or hereafter identify to you (each a
"Fund"), all 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, if 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) except as we otherwise
agree, each transaction is effected on a fully disclosed basis;
(e) as between you and the customer, the customer will have full
beneficial ownership of the shares; and (f) you shall make
appropriate disclosure to your customers that the Fund's shares
are not endorsed by you, do not constitute your obligation and
are not entitled to federal deposit insurance. You are to sell
shares of the Funds only at the public offering prices which
shall be currently in effect, and only in accordance with the
terms of the then current prospectuses and statements of
additional information of the Funds (collectively, the
"Prospectus"). 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. To the extent that a Prospectus contains any provision that
is inconsistent with this Agreement, the Prospectus shall be
controlling.
2. On each purchase of shares of a Fund authorized by you
from us, the total sales charges and discount to you, if any,
shall be as stated in the Fund's then currently applicable
Prospectus.
Such sales charges and discounts 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 agents 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 agent, you are hereby authorized (i) to
place orders directly with each Fund for its 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 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. Redemption's of shares of a Fund are to be made in
accordance with the then applicable Prospectus.
5. You shall:
(a) Order shares of any Fund only from us or from your
customers;
(b) Order 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 commission 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 accept orders for any Fund shares except in
compliance with all applicable Federal and State securities laws
and banking laws, and in connection with sales of shares to your
customers you shall on a timely basis furnish to each person who
has ordered shares 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. ("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"), 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 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. 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 account;
(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 accepting orders from your customers for
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. We shall not
be responsible for any advertising or sales material developed
and used by you or any third party relating to any Fund, unless
approved in writing by us in advance of your use of such
material. 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. In connection with your making shares of a Fund
available to your customers, you shall ensure that the class of
shares offered and sold to each particular offeree and purchaser
meets all applicable suitability requirements.
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 (the "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(a) You represent that you are either:
(i) 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 in the transactions to be
performed hereunder and not required to register
as a broker-dealer pursuant to the 1934 Act; or
(ii) 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 in good
standing of the NASD and that you agree to abide
by the Conduct Rules and all others laws, rules
and regulations applicable to the conduct of your
business to which the Agreement pertains.
(b) You further represent and warrant that:
(i) you are bound by anti-money laundering procedures
and have adopted and implemented and will maintain
an anti-money laundering ("AML") compliance
program including an AML Policy and Procedures, as
required by the NASD and under U.S. Law and
therefore where you are responsible for
introducing clients' funds to us you will ensure
that such clients are not introduced until they
have been properly identified and their details
verified in accordance with the latest money
laundering requirements and guidelines and that
you will take all possible steps to ensure that
such funds 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;
(ii) 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;
(iii) you confirm that the Funds for which you place
orders on our behalf are also beneficiaries of
this Agreement and therefore are relying upon your
compliance with your AML program and any and all
laws and regulations applicable to you in the
execution of orders for the Funds; and
(iv) you confirm that, on request, you will supply us
with evidence of the due diligence work that you
have carried out. 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 5 years from the date of the termination
of such client's investment in the Funds.
14. This Agreement is in all respects subject to the Conduct
Rules of the NASD, 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 Global Investor Services, Inc.
("AGIS") 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 AGIS 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 by written notice to you and your placing of an
order after your receipt of such notice and 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 15
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 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.
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_________________
Pleasereturn 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
00250.0157 #356401
