ALLIANCEBERNSTEIN INVESTMENT
RESEARCH & MANAGEMENT, INC.
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▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
_______________, 20__
Form of 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 offer
and sell shares of a Fund only at the public offering prices as
then currently in effect, and only in accordance with the terms
of the then current prospectus(es) and statement(s) of additional
information of the Fund incorporated therein (collectively, the
"Prospectus"). To the extent that a Prospectus contains any
provision that is inconsistent with this Agreement, the
Prospectus shall be controlling. 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
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 any one or more of the Funds at any time.
2. (a) On each purchase of shares of a Fund by you from
us, the total sales charges and discount to you as
a selected agent, 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
each 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 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
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 (a) 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 a 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 redemption subject
to the applicable terms and conditions set forth in the
applicable Distribution Services Agreement and the Prospectus.
4. Redemptions of shares of a Fund are to be made in
accordance with the 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 therefore 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).
(f) 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,
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 a Fund
shall be made by the Fund only against receipt of the purchase
price, subject to deduction for the discount reallowed to you and
any applicable sales charge on such sales. If payment for the
shares purchased is not received within the time customary for
such payments, the sale may be cancelled forthwith without any
responsibility or liability on our part or on the part of the
Fund (in which case you will be responsible for any loss,
including loss of profit, suffered by the Fund resulting from
your failure to make payment as aforesaid), or, at our option, we
may sell the shares ordered back to the Fund (in which case we
may hold you responsible for any loss, including loss of profit
suffered by us resulting from your failure to make payment as
aforesaid).
7. (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 Securities Exchange Act of 1934 (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 the National
Association of Securities Dealers, Inc. ("NASD")
Conduct Rules and other requirements, and the
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.
(c) In this regard, you further represent and warrant
that you, acting as our agent, will submit to us,
or to the Funds' 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 each 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 Funds' net asset value will be submitted to
us, or to the Funds' 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 Funds' 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 22c-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.
8. (a) In accordance with NASD Notice to Members 03-50
(reminding members of their responsibility to
ensure that they have and implement policies and
procedures reasonably designed to detect and
prevent the occurrence of mutual fund transactions
that would violate Rule 22c-1 under the 1940 Act,
NASD Conduct Rule 2110 and other applicable rules
and regulations with respect to late trading or
market timing transactions), 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 market timing activity 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.
(b) You acknowledge that purchases, sales and
exchanges of Fund shares should be made for
investment purposes only and that the Funds have
adopted surveillance procedures, as described in
each Fund's Prospectus, to detect excessive or
short-term trading. The surveillance process
involves several factors, including scrutinizing
transactions in Fund shares that exceed certain
monetary thresholds or numerical limits.
Generally, these surveillance procedures will
identify more than two exchanges of Fund shares
during any 90-day period or purchases of shares
followed by a sale within 90 days. We may block
any account identified by these surveillance
procedures and permit no future purchase or
exchange activity in the account. You agree to
provide customer account level detail or other
information to us for the purposes of these
surveillance procedures and otherwise cooperate
with us to prevent excessive or short-term
trading. If we notify you that an account has been
blocked, you also agree to take such steps as
necessary to effectuate the account block and
prohibit additional purchases or exchanges of Fund
shares. You agree to confirm to us that you have
taken any necessary actions with respect to a
blocked account.
(c) 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.
(d) 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 one or more of the
distribution plans ("Plans") adopted by certain of the Funds
pursuant to Rule 12b-1 ("Rule 12b-1") under the 1940 Actin
consideration of your furnishing distribution services hereunder
with respect to each such Fund. We have no obligation to make any
such payments and you waive any such payment until we receive
monies therefor from the Fund. Any such payments made pursuant to
this Section 9 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 a Plan in
effect with respect to that Fund. Any such
payments shall be in addition to the selling
concession, if any, allowed to you pursuant to
this Agreement;
(b) The provisions of this Section 9 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 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 a Plan applicable to each Fund shall
remain in effect for not more than a year and
thereafter for successive annual periods only so
long as the continuance of a Plan 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 a particular Plan in the event of the
assignment (as defined by the ▇▇▇▇ ▇▇▇) 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 9 may be
terminated at any time, without penalty, by (i)
the Fund, in accordance with the terms of the 1940
Act, or (ii) you or us with respect to any
payments hereunder with respect to any 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 any Fund except those
contained in the Fund's 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 Prospectus and/or in the
foregoing printed supplemental information. We
shall supply to you 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
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 such use except
that you may identify the Funds in a listing of
mutual funds available through you to your
customers. Any printed information furnished by us
other than the 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.
(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 Funds 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. 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
1934 Act, duly authorized to engage in the
transactions to be performed hereunder and
not required to (A) register as a
broker-dealer pursuant to the 1934 Act and
the rules promulgated thereunder; or (B) be a
member of the NASD (an "Exempt Bank"); or
(ii) a bank (as so defined) or an affiliate of a
bank, in either case: (A) you are a
broker-dealer registered under the 1934 Act
or you are exempt from registration under the
1934 Act; (B) you are a member in good
standing with the NASD; (C) 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
(D) 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
the NASD 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 further represent and warrant that:
(i) you are bound by anti-money laundering procedures
and have a compliance program including an AML
Policy and Procedures, as required 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 Funds or
its service providers or accounts not established
with the Funds 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
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 the ultimate
beneficiaries 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 Funds; and
(iv) 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 5 years from the date of the termination of
the client's investment in the Funds.
14. (a) If you are a member of the NASD, then this
Agreement is in all respects subject to the NASD
Conduct Rules, which shall preempt any provision
of this Agreement to the contrary. You shall
inform us promptly of any pending or threatened
action or proceeding by the NASD bearing on your
membership with the NASD and of any suspension or
termination of such membership. You recognize that
under the NASD 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, except as otherwise
provided in subsection (c) of this Section 14, to
accept instructions from you, or any of your
employees or representatives, regarding accounts
or any transactions for them.
(b) If you are a "bank," as defined in Section 3(a)(6)
of the 1934 Act, you will comply with all federal
and state laws, including the rules and
regulations of all federal and state bank
regulatory agencies and authorities, applicable to
your performance and obligations under this
Agreement. This Agreement will terminate
automatically in the event that you cease to be a
"bank" as so defined or in the event you become
subject to the broker-dealer registration
requirements under the 1934 Act or membership
requirements of the NASD and fail to be so
registered or be a member of the NASD. After
termination of this Agreement, neither we nor any
Fund will be obligated, except as otherwise
provided in subsection (c) of this Section 14 , to
accept instructions from you, or any of your
employees or representatives, regarding accounts
or any transactions for them.
(c) Promptly after we are no longer obligated to
accept instructions from you or any of your
employees or representatives regarding accounts or
any transactions for them, (i) you shall instruct
your customers to contact Alliance Global Investor
Services, Inc. ("AGIS") directly at (▇▇▇) ▇▇▇-▇▇▇▇
or such other numbers as we provide to you
regarding all future transactions in shares of any
Fund, and (ii) 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 of each of those customer
accounts (i.e., name, address and telephone number
and number of shares owned) and instruct those
customers to contact AGIS directly, as provided
above, regarding all future transactions in shares
of any Fund.
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. (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 the NASD; 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) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
17. We shall for so long after termination of this Agreement
as you remain a member in good standing of the NASD or an Exempt
Bank, as applicable, 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, unless this
Agreement is terminated after you are no longer a member in good
standing of the NASD subject to Section 14 hereof. Your right to
payments hereunder subsequent to termination of this Agreement
after you are no longer a member in good standing of the NASD or
an Exempt Bank, as applicable, if any, shall be solely as
provided in Section 14 hereof. This Section 17 will survive the
termination of this Agreement.
18. You shall indemnify and hold harmless us, each Fund,
Alliance Capital Management L.P. and our and their direct and
indirect subsidiaries and affiliates, directors trustees,
officers, employees, shareholders, agents and representatives
(collectively, the "Indemnitees") from and against any and all
claims, losses, damages, costs, expenses and liabilities,
including attorneys fees, that may be assessed against, or
suffered or incurred by any of them, however arising, and as they
are assessed, suffered or incurred, which relate in any way to
(a) any breach by you of any of your representations or
warranties hereunder, or your failure to comply with any of your
obligations hereunder; (b) any incorrect, omitted and/or
unauthorized information provided or required to be provided by
you to us or to any of the Funds; (c) your provision to any of
your customers or prospective customers of information regarding
any of the Funds other than the then current Prospectus or
supplemental information referred to in Section 10 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 19 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. You agree that any Non-Public Personal Information, as
the term is defined in SEC Regulation S-P, that may be disclosed
hereunder is disclosed for the specific purpose of permitting you
or us to perform the services set forth in this Agreement. You
represent that you have adopted and implemented procedures to
safeguard customer information and records that are reasonably
designed to: (a) ensure the security and confidentiality of
customer records and information; (b) protect against any
anticipated threats or hazards to the security or integrity of
customer records and information; (c) protect against
unauthorized access to or use of customer records or information
that could result in substantial harm or inconvenience to any
customer; (d) protect against unauthorized disclosure of
non-public personal information to unaffiliated third parties;
and (e) otherwise ensure your compliance with Regulation S-P.
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,
ALLIANCEBERNSTEIN INVESTMENT
RESEARCH & MANAGEMENT, INC.
By:________________________________
(Authorized Signature)
Firm Name
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Address
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City State Zip Code
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Accepted by (signature)
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Name (print) Title
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Date Telephone Number
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Please return two signed copies of this Agreement (one of which signed by us
will thereafter be returned to you) in the accompanying return envelope to:
AllianceBernstein Investment Research & Management, Inc.
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APPENDIX A
CERTIFICATION OF COMPLIANCE AND
CERTIFICATION OF ADEQUATE CONTROLS AND PROCEDURES
As a Selected Agent for the Funds as set forth in the
Selected Agent Agreement dated _________, 200_ (the "Agreement"),
we hereby certify to AllianceBernstein Investment Research &
Management, Inc. ("ABIRM") 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 the NASD, NASD Conduct
Rules, and, in particular, NASD Notice to Members 03-50 and (ii)
the terms of each Fund's Prospectus.
We maintain internal controls and procedures and hereby
certify to ABIRM 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
ABIRM, 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;
(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; and
(iv) prevent the purchase of a Fund's shares by an
individual or entity whose objectives are not
consistent with a Fund's policies to preclude excessive
or short-term trading and protect the best interests of
long-term Fund shareholders, particularly where such
individual or entity may be seeking market timing or
arbitrage opportunities through the purchase, sale or
exchange of Fund shares.
By:
--------------------------------
(Authorized Signature)
Name (print) Title
-------------------------------- ------------------
Firm Name Date
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Please return these Certifications to:
AllianceBernstein Investment Research & Management, Inc.
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00250.0113 #519083v6
