ALLIANCE FUND DISTRIBUTORS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, X.X. 00000
(000) 000-0000
_________, 20__
Selected Dealer Agreement
For Broker/Dealers (other than Bank 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 to participate
as principal in the distribution of shares of each such company
as we now or hereafter identify to you (each a "Fund"), all upon
the following terms and conditions:
1. 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
(collectively, the "Prospectus"). 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 any Fund, for us, or for any other dealer in any
respect. All orders are subject to acceptance by us and become
effective only upon confirmation by us.
2. On each purchase of shares of a 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 then currently
applicable Prospectus.
Such sales charges and discount 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 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 all
Funds is less than $100.
3. As a selected dealer, you are hereby authorized (i)
to place orders directly with each 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 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. Redemptions of shares of a Fund are to be made in
accordance with the then applicable Prospectus.
5. You shall:
(a) Purchase shares of any Fund only from us or
from your customers;
(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 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 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. 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 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. (the "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"), in 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 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;
(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 purchasing 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. You shall not use
other advertising or sales material relating to any Fund, unless
approved in writing by us in advance of such use. 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. With respect to any Fund offering more than one
class of shares, you shall ensure that the class of shares
offered and sold to each particular offeree and purchaser meets
all applicable suitability requirements, and that you shall
conform to such written suitability standards as we have provided
to you in the past or may from time to time provide to you in the
future.
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 ("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. You represent that you are a member in good standing
of the NASD. At all times, you will abide by the Conduct Rules
and by all other laws, rules and regulations applicable to the
conduct of your business to which the Agreement pertains.
14. This Agreement is in all respects subject to the
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 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 Fund Services, Inc. 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 Services 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 and your placing of an order after 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 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 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 of 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_________________
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:
Alliance Fund Distributors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
00250.0437 #335064
