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 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 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. 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. 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.
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(a) 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;
(b) You represent that 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;
(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 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
(e) 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 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 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
00250.0157 #356398
