Cooperation Agreement
UBS AG
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and
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and
AllianceBernstein Investment
Research and Management, Inc.
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agree the following:
1. Definitions
Agreement means this Cooperation Agreement, including its
appendices
Exchange Act means the United States Securities Exchange Act
of 1934, as amended
Fund Provider means AllianceBernstein Investment Research and
Management, Inc., New York, New York (U.S.A), in
its capacity as principal underwriter of the
Investment Funds
Investment Company means the United States Investment Company Act
Act of 1940, as amended
Investment Funds means the open-end investment companies
registered under the Investment Company Act that
are listed in Appendix 2 from time to time
Legal Documents means an Investment Fund's prospectus and
statement of additional information as in effect
from time to time
NASD means the National Association of Securities
Dealers, Inc.
Securities Act means the United States Securities Act of 1933,
as amended
Service Fee The ongoing asset-based distribution and service
fee payable to the Fund Provider by each
Investment Fund relating to its Class A shares
under Rule 12b-1 of the Investment Company Act,
as set forth in the Investment Fund's Legal
Documents and as in effect from time to time
Shares means Class A shares of the Investment Funds
UBS means UBS AG (Group), Basel and Zurich
(Switzerland), including its branches and
subsidiaries worldwide that are listed in
Appendix 1, as amended from time to time
UBS US Bank Branch means the UBS AG branches in Miami, Florida
(U.S.A) and New York, New York (U.S.A.) and each
other UBS AG US branch added to Appendix 1 and
identified as a UBS US Bank Branch under Section
3 of this agreement
UBS Fee means the remuneration in favour of UBS as set
out in Appendix
2. Basis
This Agreement shall regulate the legal relationship between UBS, as a
non-exclusive global distributor of Shares, and the Fund Provider, as a
principal underwriter and provider of Shares.
Each part represents and warrants to the other that (I) it is duly organized and
validly existing under the laws of its jurisdiction of organization and is
authorized to do business in each jurisdiction in which it operates, (Ii) that
all authorizations (If any) required for the execution, delivery and performance
of this Agreement have been obtained, and (iii) upon execution and delivery by
it, this Agreement will be its valid, binding and enforceable obligation.
UBS is not registered as a broker or dealer with the United States Securities
and Exchange Commission and is not a member of the NASD. UBS represents and
warrants that:
(i) each UBS US Bank Branch is a bank as defined in Section 3(a)(6) of the
Exchange Act, duly authorized to engage in the transactions to be
performed hereunder and not required to register as a broker or dealer
under the Exchange Act or to be a member of the NASD to conduct the
activities contemplated by this Agreement and that each UBS US Bank
Branch wil immediately cease from its activities under this Agreement
if this no longer is the case;
(ii) each UBS US Bank Branch is licensed by and in good standing with the
Office of the Comptroller of the Currency;
(iii) UBS is duly authorized to engage in the transactions to be performed
hereunder, and, for the purpose of this Agreement, each UBS US Bank
Branch is not required to register as a broker or dealer under the
Exchange Act;
(iv) at all times during the term of this Agreement it will comply with all
applicable laws, including the rules and regulations of all applicable
supervisory agencies and authorities and all applicable
self-regulatory organizations, applicable to its performance and
obligations under this Agreement; and
(v) it has made or will timely make such disclosure of this Agreement and
its subject matter as is required by any applicable law or legal
requirement, including the rules of any applicable self-regulatory
organization.
3. Applicability
The Fund Provider is the principal underwriter of shares of the Investment
Funds. On the terms of this Agreement, the Fund Provider agrees that UBS may,
acting as agent for UBS's customers, make Shares available to UBS's customers in
accordance with the terms of this Agreement and the Legal Documents. To the
extent that a Legal Document contains any provision that is inconsistent with
this Agreement, the Legal Document is controlling.
UBS may amend Appendix 1 from time to time in its sole discretion and, by notice
to the Fund Provider, add or remove branches or subsidiaries of UBS AG (Group),
Basel and Zurich (Switzerland).
UBS is responsible for ensuring that all branches and subsidiaries identified
from time to time on Appendix 1 comply with the terms of this Agreement and
purchase and sell or offer for purchase and sell Shares in accordance with
applicable laws and regulations. UBS is fully liable for all act of its branches
and subsidiaries relating to this Agreement.
The Fund Provider may amend Appendix 2 from time to time in its sole discretion
and, by notice to UBS, add or remove open-end investment companies as Investment
Funds. The Fund Provider is under no obligation to make available to UBS under
this Agreement shares of any particular open-end investment companies.
4. Restrictions of sale
Both the Fund Provider and UBS will comply with all applicable laws, regulations
and legal requirements, including, if applicable, the Investment Company Act,
the Securities Act and the Exchange Act and the rules of self-regulatory
organizations, at all times.
UBS will only offer to sell, sell or deliver Shares if both of these conditions
are satisfied: (I) the offer, sale or delivery, if made in the United States, is
made only by a UBS US Bank Branch in accordance with applicable laws,
regulations and legal requirements, including the rules and regulations of all
applicable banking regulatory agencies and authorities, and, if made outside the
United States, is made outside the United States in accordance with applicable
laws, regulations and legal requirements; and (ii) the offer, sale or delivery
is in a jurisdiction in which UBS is duly licensed (if necessary) and authorized
to engage in such activity.
5. Money laundering prevention and suppression of terrorist financing
It is a precondition of sale that UBS only offers Shares to persons who maintain
an account relationship with UBS and who have duly been identified as the
beneficial owner of the account in accordance with local legislation and
consistent with, and no less rigorous than, Swiss anti-money laundering
requirements and international recommendations regarding money laundering
prevention as now or hereafter may be in force. With respect to anti-money
laundering, UBS, as a matter of group policy, adheres to and causes its branches
and subsidiaries to adhere to anti-money laundering procedures and suppression
of terrorist financing guidelines compliant with Financial Action Task Force
recommendations.
UBS represents and warrants that at a minimum, such anti-money laundering
procedures include (I) written internal policies, procedures and controls, (ii)
the designation of a compliance officer, (iii) an on going employee training
program, (iv) an independent auditing process and (v) suitable and adequate
know-yourcustomer policies and procedures which, at a minimum, include (A) a
written know-your-customer identification program appropriate for UBS's size and
type of business, (B) procedures for verifying the identity of each customer to
the extent reasonable and practicable, (C) procedures for maintaining all
required information obtained by these procedures, (D) procedures for
determining whether the customer appears on any list of known or suspected
terrorist organizations issued by any applicable supervisory bodies and the
reporting of such information to applicable supervisory bodies and (E)
procedures for requesting information to verify customer identities.
UBS represents and warrants that it is in compliance with all applicable laws
and regulations regarding anti-money laundering activity, and that it will
comply with any applicable new or additional anti-money laundering laws and
regulations in effect from time to time. UBS further represents and warrants
that it wil monitor, in relation to sales of Shares, for suspicious activity in
accordance with all applicable anti-money laundering laws and regulations in
effect from time to time.
6. Rights and duties of the Fund Provider
The Fund Provider undertakes to make Shares available to UBS for distribution on
the terms and conditions of this Agreement, subject to the Fund Provider's right
to add to or remove from the Investment Funds described in Section 2. In
addition, the Fund Provider may suspend sales or withdraw the offering of Shares
of anyone or more of the Investment Funds at any time, and will give prompt
notice of any such suspension or withdrawal to UBS. If needed, the list of the
Investment Funds may be subject to additional restrictions. The Fund Provider
shall inform UBS about any changes in this regard.
The Fund Provider undertakes to inform UBS in which countries, if any, the
Shares are noticed, registered or qualified for offer or sale to the public, and
if there are any changes in this regard.
All orders for Shares are subject to acceptance by the Fund Provider on behalf
of the Investment Fund and become effective only upon confirmation by the Fund
Provider. The Fund Provider will not accept any conditional orders for Shares.
Acceptance of an order to purchase Shares will be made only against receipt of
the purchase price.
The Fund Provider may reject any purchase orders (including exchanges) for any
reason, including if the Fund Provider determines in its sole discretion that
UBS or its customers are engaging in "market-timing" activity. The Fund Provider
undertakes to notify UBS of rejected orders.
If payment for the Shares purchased is not received within the time customary
for such payments, the sale may, with prompt notice to UBS, be cancelled
forthwith without any responsibility or liability on the part of the Fund
Provider or the Investment Fund On which case UBS is responsible for all direct
and actual loss, suffered by the Investment Fund resulting from the failure to
make payment).
If the Fund Provider learns that a purchase of Shares under this Agreement did
not qualify for a waiver or partial waiver of the initial sales charge that was
allowed, the Fund Provider may require that UBS reimburse the Fund Provider for
any discount inappropriately allowed. In addition, to the extent permitted by
the Legal Documents, the Fund Provider may require the redemption of Shares if
UBS's distribution did not comply with any applicable laws or regulations.
7. Rights and duties of UBS
As a selected agent, UBS is hereby authorized (i) to place orders directly with
each Investment Fund for Shares to be resold by the Fund Provider through UBS
subject to the applicable terms and conditions governing the placement of orders
by the Fund Provider set forth in this Agreement or as may otherwise be imposed
by the Fund Provider and communicated to UBS and subject to the applicable
compensation provisions set forth in the Investment Fund's then currently
applicable Legal Documents and (ii) to tender shares directly to the Fund or its
agent for redemption subject to the applicable terms and conditions set forth in
this Agreement and the then currently applicable Legal Documents.
UBS agrees to notify the Fund Provider when redemption fees, as described in the
Legal Documents and as informed to UBS by the Fund Provider, are applicable to a
redemption order.
UBS agrees to act only as agent for its customers in respect of Share
transactions and, except as expressly provided in this Agreement, does not have
authority to act as agent for the Investment Funds or for the Fund Provider in
any respect. The customers on whose behalf UBS purchases or sells Shares under
this Agreement are for all purposes UBS's customers. The Fund Provider will
execute transactions in Shares under this Agreement only upon UBS's
authorization, it being understood in all cases that (a) UBS is 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 UBS's account; and (d) and such customer will have full beneficial ownership
of the Shares.
UBS will: (i) order Shares from the Investment Fund or the Fund Provider only
for the purpose of covering complete purchase orders already received from UBS's
customers; (ii) not redeem any Shares from UBS's customers at prices lower than
the redemption or repurchase prices then quoted by the Investment Fund (although
UBS is permitted to sell Shares for the account of the record owners thereof to
the Investment Fund at the repurchase prices currently established for such
Shares and may charge a fair commission for handling the transaction); and (ii)
not withhold placing customers' orders for Shares so as to profit UBS as a
result of such withholding.
UBS will at all times comply with all provisions of applicable law, including
applicable requirements of the then currently applicable Legal Documents
applicable to UBS's conduct, including, but not limited to, sales practices, and
sales charge waivers.
Under no circumstances will UBS take any action that would require the
Investment Funds, the Fund Provider, the investment adviser to the Investment
Funds or any of their affiliates to take any action or make any filing in any
jurisdiction.
UBS agrees that in recommending to an investor the purchase, sale or exchange of
any Shares, UBS shall, to the extent required by applicable law, determine that
the recomrnendation is suitable (e.g. with respect to tax effect) for such
investor.
UBS is permitted to sell or repurchase Shares under this Agreement only under
those circumstances described in the Legal Documents from time to time in which
the initial sales charge is waived and the Shares may be sold at net asset
value. It is understood that UBS may charge its customers fees relating to their
investment accounts with UBS.
In connection with the Fund's policies regarding excessive or short-term
trading, UBS agrees to cooperate with Fund Provider to monitor for Market Timing
by its customers, to provide, subject to applicable law, such relevant
information to Fund Provider as it may reasonably request or which otherwise may
be required in accordance with applicable law and to prevent Market Timing from
occurring by UBS' customers.
8. Sub-distributors
UBS undertakes not to appoint any person (including any branch or division of a
person) as a sub-distributor without receiving the prior written permission of
the Fund Provider. However, UBS is entitled to appoint any of its subsidiaries
or branches listed in Appendix 1 as a sub-distributor of Shares without any
prior permission of the Fund Provider, effective upon notice to the Fund
Provider.
UBS is responsible for ensuring that all persons appointed by UBS as
sub-distributors in accordance with the previous paragraph comply with the terms
of this Agreement and purchase and sell or offer for purchase and sell Shares in
accordance with applicable laws and regulations. UBS is fully liable for all act
of any such sub-distributors.
9. Remuneration of UBS
The Fund Provider will pay (or cause to be paid) to UBS a quarterly UBS Fee, as
specified in the separate Appendix 3.
o The portion of the UBS Fee referred to in Appendix 3 by reference to
the Service Fee (the" UBS Service Fee") is payable as described in
this Section 9. The Fund Provider represents and warrants that the
amount and form of the UBS Service Fee payable to UBS under this
Agreement complies fully with relevant provisions of Rule 12b-1 under
the Investment Company Act ("Rule 12b-1 "), including applicable
disclosure requirements of the Investment Company Act.
o That portion of the UBS Fee referred to in Appendix 3 by reference to
a Client Servicing Fee is payable as described in Appendix 3.
While this Agreement is in effect, the Fund Provider agrees to pay the UBS
Service Fee to UBS pursuant to one or more of the distribution plans adopted by
certain of the Investment Funds pursuant to Rule 12b-1, to compensate UBS with
respect to the shareholder accounts of its customers in such Investment Funds
for providing administrative, accounting and other services, including personal
service and/or the maintenance of such accounts. Such UBS Service Fee payments
are at the annual rate indicated in Appendix 3 applied to the average daily net
assets of the Shares that UBS purchases under this Agreement and are held by
UBS's nominee in an omnibus account.
Such UBS Service Fee payments are accrued daily and paid quarterly in arrears
within 30 days after the end of each quarter by the Fund Provider. UBS
acknowledges that the Fund Provider has no obligation to make any UBS Service
Fee payments, until the Fund Provider receives monies therefore from the
Investment Fund. Any such payments of the UBS Service Fee made pursuant to this
Section 9 are also subject to the following terms and conditions:
(i) Any such payments with respect to a particular Investment Fund shall
be in such amounts as are specified in Appendix 3 but in any event not
in excess of the amounts permitted by the distribution plan in effect
with respect to that Investment Fund;
(ii) The provisions of this Section 9 relate to each distribution plan
adopted by a particular Investment Fund pursuant to Rule 12b-1. UBS
will provide to the Fund Provider, on a timely basis, such information
as the Fund Provider may reasonably request to enable it to provide to
the Funds' Boards of Directors a written report in accordance with
Rule 12b-1;
(iii) Notwithstanding any other provision of this Agreement. the provisions
of this Section 9 referring to the 12b-1 distribution plan, applicable
to each Investment Fund shall remain in effect for not more than one
year from the date of this Agreement 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
Investment Company Act, and the provisions of this Section 9 shall
automatically terminate with respect to a particular distribution plan
referred to in clause (i) of this Section 9 in the event of the
assignment (as defined by the Investment Company Act) of this
Agreement, in the event such distribution plan terminates or is not
continued, or in the event this Agreement terminates or ceases to
remain in effect; and
(iv) For purposes of Rule 12b-1 under the Investment Company Act, the
provisions of this Section 9 relating to payments made pursuant to any
distribution plan of an Investment Fund are deemed to constitute a
separate agreement (the" 12b-1 Agreement"). With respect to any
distribution plan of any Investment Fund pursuant to which all or any
portion of the UBS Service Fee is paid, the 12b-1 Agreement may be
terminated at any time, without the payment of any penalty, (a) by UBS
or the Fund Provider on not more than 60 days' nor less than 30 days'
written notice delivered (or mailed by registered mail, postage
prepaid) to the other part, (b) by vote of a majority of the members
of the relevant Investment Fund's board of directors who are not
interested persons (as defined in the Investment Company Act) of the
Investment Fund and have no direct or indirect financial interest in
the operation of the distribution plan or in any agreements, including
this Agreement, related to the distribution plan, or (c) by a vote of
a majority of the outstanding voting securities (as defined in the
Investment Company Act) of such Investment Fund on not more than 60
days' written notice to the parties hereto.
Notwithstanding anything to the contrary herein, in the event of termination of
this Agreement (unless the Fund Provider terminates this Agreement for a
material breach by UBS), and for so long as Shares that UBS holds under this
Agreement in an omnibus account and have an average daily value of at least USD
5 million, UBS will continue to receive the UBS Service Fee as set forth in this
Agreement, to the extent permitted by this Section 9 and Rule 12b-1.
10. Technical arrangements
Prior to commencing activities under this Agreement, the relevant units of the
Fund Provider and UBS shall exchange and complete all administrative information
required in order to set up the business relationship operationally in an
appropriate manner and in accordance with applicable laws and regulations. The
parties agree that no telephone instructions will be given or accepted.
UBS shall receive trade confirmations - including all relevant settlement
information such as fund name, international security identification number
(ISIN), number of units, settlement price and amount etc electronically or by
fax and no later than one business day after the order has been placed by UBS.
UBS acknowledges that purchase and redemption orders that the Fund Provider (or
the Investment Funds' transfer agent(s)) receives in good order from UBS before
the Cut-off Time on any day on which an Investment Fund's net asset value is
determined are processed based on the net asset value determined on that day and
that orders received after the Cut-off Time (or received at any time on a day on
which an Investment Fund's net asset value is not determined) are processed
based on the net asset value next determined after that day. "Cut-off Time"
means the time on any day disclosed in an Investment Fund's Legal Documents by
which purchase and redemption orders must be received in good order to be
processed based on the net asset value determined on that day.
UBS shall at all times during the term of this Agreement have policies and
procedures aimed at deterring market timing and shall, subject to applicable
law, reasonably cooperate with the Investment Funds and the Fund Provider to
implement their market timing policies.
UBS agrees to process all its subscription and redemption orders under this
Agreement centrally through UBS AG, Zurich.
See Appendix 4 for technical details.
11. Legal documents and documentation
The Fund Provider shall provide UBS the following documents free of charge and
in PDF format for each Investment Fund:
o Legal Documents
o the current annual and semi-annual report
UBS undertakes to provide the Legal Documents to interested investors free of
charge. UBS agrees to distribute Investment Funds' Legal Documents and other
material to investors in accordance with and as required by applicable
regulatory requirements, and has sole responsibility for ensuring that the Legal
Documents, as used or supplemented by UBS, comply with applicable non-United
States laws and regulations.
Upon UBS's reasonable written request, the Fund Provider, to the extent
consistent with applicable law, regulation or the rules of applicable
self-regulatory organizations and with the policies of the Investment Funds, the
investment adviser to the Investment Funds and the Fund Provider, will provide
to UBS free of charge within ten business days of receipt of the request,
additional information in sufficient detail and in the media and format as
mutually agreed upon by UBS and the Fund Provider, according to, but not limited
to, Appendix 5.
12. Sales support
UBS has the right, but not the obligation, to publish its own Investment
Funds-related sales-support brochures or marketing documents in printed or
electronic form. However, both the form and content of marketing material
(including material that has been modified in any way from material previously
approved by the Fund Provider) must first be submitted to and approved by the
Fund Provider.
UBS is responsible for ensuring that written marketing materials prepared by UBS
and approved by the Fund Provider comply with applicable non US laws and
regulations. The Fund Provider represents that all written and electronic
advertisements and sales materials pertaining to the Investment Funds that it
provides to UBS will be accurate and up-to-date as of the time they are provided
to UBS, and compliant with all applicable United States laws and regulations.
UBS acknowledges that the Fund Provider does not give any representation or
warranty that the Legal Documents or any other material related to the
Investment Funds comply with any non-United States laws or regulations. Any
printed information furnished by the Fund Provider other than the then-currently
applicable Legal Documents, periodic report and proxy solicitation materials are
the Fund Provider's sole responsibility and not the responsibility of the
Investment Fund, and no Investment Fund shall have any liability or
responsibility to UBS in these respect.
No person is authorized to make any representation concerning Shares or the
Investment Funds except those contained in the applicable then-current Legal
Documents or in currently applicable printed information issued by the
Investment Funds or by the Fund Provider as information supplemental thereto or
in other printed material permitted under this Agreement. In accepting orders
from UBS's customers for Shares, UBS must rely solely on the representations in
the Legal Documents or in the foregoing printed supplemental information.
13. Changes in Legal Documents
The Fund Provider undertakes to inform UBS of any changes in the Investment
Funds' Legal Documents.
14. Requests for clarification
The Fund Provider shall, to the extent consistent with applicable law,
regulation or the rules of applicable self-regulatory organizations and with the
policies of the Investment Funds, the investment adviser to the Investment Funds
and the Fund Provider, cooperate with UBS in addressing and complying with
reasonable request of investors for information.
15. Liability and duty to exercise due diligence
In fulfilling the duties connected with this Agreement, both parties shall do
their utmost to apply the same diligence as they would in their own concerns. In
particular, each part shall devote the necessary professional attention to
complying with all applicable legal requirements regarding the sale of Shares as
well as the part's functions and duties under this Agreement. Notwithstanding
anything herein, UBS acknowledges that the Investment Funds, the Fund Provider
and the investment adviser to the Investment Funds have no obligation under this
agreement relating to compliance with non-United States laws or regulations.
Each party is liable to the other for all direct and actual losses, claims,
damages, expenses and liabilities (including reasonable attorneys fees)
("Losses") caused by (i) the negligence, bad faith, fraud or willful misconduct
in the performance (by it or its affiliates or their employees, officers,
managers, directors or limited or general partners) with its legal or
contractual obligations or duties under this Agreement or reckless disregard of
such obligations or duties or (ii) any material breach or violation of its
representations, warranties or covenants set forth in this Agreement.
Notwithstanding the foregoing, a part seeking indemnification for damages
suffered shall not recover such damages to the extent that this part has
contributed to the creation of such damages.
UBS shall indemnify and hold harmless the Fund Provider, each Investment Fund,
and their direct subsidiaries and affiliates, directors, trustees, officers,
employees, and in case of the Investment Funds - the shareholders (collectively,
the "Indemnitees") from and against all direct and actual Losses to which an
Indemnitee may become subject as a result of (i) the failure of UBS or any part
acting on behalf of UBS to comply with the laws or regulations of any
jurisdiction in connection with the offer and sale of Shares, (ii) any untrue
statement of a material fact or any omission to state a material fact required
to be stated or necessary to make the statement not misleading in any sales
literature (including sales literature amendments or supplements) used by UBS
and not prepared or approved by the Fund Provider or an Investment Fund or
provided to UBS by Fund Provider; provided, however, that UBS has no
indemnification obligation to the extent that losses arise out of any untrue
statement or omission made therein upon reliance upon and in conformity with
information furnished to UBS by Fund Provider for the purposes of and used in
the preparation thereof or (iii) any material breach or violation of its
representations, warranties or covenants set forth in this Agreement. UBS
acknowledges that the Investment Funds are third part beneficiaries of this
Section 15.
In no event shall any part be liable to another for any indirect, special,
punitive, incidental, exemplary or consequential damages (including lost
profits) arising out of or in connection with this Agreement.
This Section 15 will survive termination of this Agreement or any provision
hereof.
16. Confidentiality
Each part to this Agreement shall, unless otherwise required by applicable law
or regulation, safeguard and hold confidential from disclosure to third parties
all confidential information of the other parties. Confidential information
shall expressly be marked as such. For the avoidance of doubt, content included
in Section 10 and Appendix 5 is not to be considered as confidential information
with regard to this Agreement.
17. Notices
Any notices required or permitted to be given hereunder shall, unless otherwise
specifically agreed otherwise between the parties, be given in writing by
registered mail, by personal delivery or by facsimile transmission to the
addresses as defined in Appendix 4.
18. Severability
If any provision of this Agreement is held to be invalid, void or unenforceable
or otherwise contrary to any applicable statutes, regulations or rulings, the
remainder of the provisions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to either part. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
19. Duration and termination
Either part to this Agreement may terminate this Agreement at the end of each
calendar month by giving 30 days' prior 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 part or any officer or member thereof, or was mailed
postpaid or delivered to an overnight courier for transmission to the other
party.
This Agreement may be terminated immediately by any part, without regard for the
proper terms of notice and dates, if another part is in material breach of its
obligations under this Agreement.
After termination of this Agreement, neither the Fund Provider nor any
Investment Fund (or its transfer agent(s)) will be obligated, except as
otherwise expressly provided herein, to accept instructions from UBS, or any of
UBS's employees or representatives, regarding accounts or any transactions for
UBS.
20. Effective date, assignment, amendment and interpretation
This Agreement is effective upon November 1st 2005.
No part may assign this Agreement without the prior written consent of the other
parties, except to an affiliate with the authority to perform its obligations
hereunder.
Any changes to this Agreement must be made in writing and signed by all of the
parties hereto.
The headings in this Agreement are for convenience of reference only and do not
limit or otherwise affect the meaning of this Agreement. This Agreement
represents the complete agreement and understanding of the parties hereto in
respect of the subject matter contained herein.
21. Applicable law and jurisdiction
This Agreement is subject to Swiss law. The place of jurisdiction for any
disputes arising from this Agreement is Basel. Switzerland.
22. Signatures
A copy of this Agreement, signed by all parties, shall be sent to each of the
following:
o UBS
o Fund Provider
Signatures:
Place and date: UBS AG
Zurich, 21 November 2005 /s/ Stig ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ Pernegger
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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pernegger
Place and date: AllianceBernstein Investment Research and
Management. Inc.
New York, 1 December 2005
/s/ ▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
23. Appendices
1. List of Branches and Subsidiaries
2. List of Investment Funds for distribution by UBS
3. Remuneration of UBS
4. Technical Details
5. Information to be provided by the Fund Provider (Fund Research
Template)
Appendix 1:
List of Branches and Subsidiaries
Company Type Address ▇▇-▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇
UBS AG Group/Corp. ▇.▇. ▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Fondcenter AG Subsidiary ▇▇▇▇▇▇▇▇. ▇▇ ▇▇-▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇
UBS Deutschland AG Subsidiary ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇ ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇
UBS Global Asset Subsidiary 69 boulevard F-75362 Paris,
Management (France) ▇▇ ▇▇▇▇▇▇▇▇▇ B.P. France
161-08, Cedex 08 F-75362 Paris,
UBS (France) Subsidiary ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇.▇.
161-08, Cedex 08
UBS (Monaco) S.A Subsidiary ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
UBS AG Branch ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
UBS AG Channel Islands
Branch ▇.▇. ▇▇▇ ▇▇▇ (U.K.)
UBS (Luxembourg) S.A Subsidiary ▇.▇. ▇▇▇ ▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
UBS (Luxembourg) ▇.▇ ▇▇▇▇▇▇ Wachtergasse 1 A-l 01 0 Wien,
Niederlassung Austria
Osterreich
UBS Private Banking Subsidiary ▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ N.V./S.A. Tervueren
UBS (Espana) S.A Subsidiary ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇-▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇ ▇▇▇▇▇
UBS (Italia) S.p.a. Subsidiary ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇-▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
Politecnico 3,
▇▇▇▇▇▇▇ postale 1104
UBS (Bahamas) Ltd. Subsidiary ▇.▇. ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
UBS Bank (Canada) Subsidiary ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
UBS AG Branch ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇▇▇
UBS AG Branch 701 Brickell Miami, Florida
Avenue, Suite 3250 33131, USA
UBS ▇▇ ▇▇▇▇▇▇ ▇▇/▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
International
Finance ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
UBS AG Branch ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
#18-00 Suntec Tower
Five
UBS AG Branch Taipei Branch 5F, 7, Sung Jen Taipei ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇ R.O.C.
UBS Swiss Financial
Advisers AG Subsidiary ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇-▇▇▇▇ ▇▇▇▇▇▇
Appendix 2:
List of Investment Funds for distribution by UBS
Fund Name ISIN No. Fund Category
--------- -------- -------------
Wealth Appreciation Strategy US01877F6907 other
Wealth Preservation Strategy US01877F6170 other
Tax-Managed Balanced Wealth US01877F7087 other
Tax-Managed Wealth Preservation US01877F8721 other
US Large Cap Portfolio US01879TI025 other
International Portfolio US0855686731 equity
International Tax-Managed Portfolio US0855687150 equity
Growth Fund US01877F4019 bond
Mid-Cap Growth Fund US0186361004 equity
Large-Cap Premier Growth Fund US01877CI018 equity
Small Cap Growth Fund US01877EI073 equity
Global Health Care Fund US01860DI081 equity
Global Research Growth .Fund US01860GI013 equity
Global Technology Fund US0187801065 equity
Greater China '97 Fund USO 189051 099 equity
International Premier Growth Fund US0186201044 equity
Worldwide Privatization Fund US01879XL037 equity
Alliance ▇▇▇▇▇▇▇▇▇ Exchange Reserves US01879MI071 equity
Alliance ▇▇▇▇▇▇▇▇▇ Corporate Bond Portfolio US0185288026 money market
Alliance ▇▇▇▇▇▇▇▇▇ Quality Bond Portfolio US0185287119 bond
Alliance ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ Government Income Trust US01853WL053 bond
Emerging Market Debt Fund US01859MI018 bond
Global Strategic Income Trust US01859NI090 bond
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ bond
Multi Market Strategy Trust US01864DI046 bond
Short Duration Portfolio US0855687499 bond
AllianceBernstein Municipal Income Fund
II-Arizona Port US01864E7976 bond
AllianceBernstein Municipal Income Fund US01864E1029 bond
II-Florida Port
AllianceBernstein Municipal Income Fund US01864E7638 bond
II-Massachusetts
AllianceBernstein Municipal Income Fund US01864E7307 bond
II-Michigan
AllianceBernstein Municipal Income Fund US01864E4098 bond
II-Minnesota Port
AllianceBernstein Municipal Income Fund US01864E8057 bond
II-New Jersey Port
AllianceBernstein Municipal Income Fund US01864E8628 bond
II-Ohio Port
AllianceBernstein Municipal Income Fund US01864E8396 bond
II-Pennsylvania Port
AllianceBernstein Municipal Income Fund US01864E7067 bond
II-Virginia Port
AllianceBernstein Municipal Income Fund US0186423069 bond
II-California
AllianceBernstein Municipal Income Fund US0186425049 bond
II-California
AllianceBernstein Municipal Income Fund US0186424059 bond
Insured National Port
AllianceBernstein Municipal Income Fund US0186421089 bond
National Port
AllianceBernstein Municipal Income Fund New US0186422079 bond
York Port
Intermediate California Municipal Portfolio US0855688141 bond
Intermediate Diversified Municipal Portfolio US0855687721 bond
Intermediate new York Municipal Port US0855688489 bond
ABTS- Global Value Fund US0189121058 equity
ABTS- International Value Fund US0189131032 equity
ABTS- Small Mid Cap Value Fund US0189141015 equity
ABTX- Value Fund US0189151089 equity
Balanced Shares Fund US0185251057 equity
Growth & Income Fund US0185971043 equity
Real Estate Investment Fund US01877G1022 real estate
Utility Income Fund US0187911039 equity
Appendix 3:
Remuneration of UBS
Overview of the quarterly UBS Fee in favour of UBS on the Shares UBS purchases
under this Agreement and holds as record holder in an omnibus account:
UBS Fee in Percent of the Total Value of Shares in an
Omnibus Account Per Annum
Service Fee 0.30%
Client Servicing Fee 0.20%
The UBS Fee is the sum of the indicated portion of the Service Fee, as set forth
in the Company's current Legal Documents, and the Client Servicing Fee.
The Client Servicing Fee is consideration for the distribution services and
educational support provided to educate UBS's financial advisors who interact
with current and prospective Investment Fund investors and shareholders so that
these financial advisors may be more knowledgeable about the Investment Funds
and able to provide suitable information and advice about Investment Funds and
related investor services. The Fund Provider will pay the Client Servicing Fee
from its own assets or the assets of its affiliates and not from the assets of
the Investment Funds. Such payments are at the annual rate indicated above
applied to the average daily net assets of the Shares that UBS hold under this
Agreement for its customers and are held by UBS's nominee (e.g. BBH etc) in an
omnibus account under this Agreement. Such payments are accrued daily and paid
quarterly in arrears within 30 days after the end of each quarter. In the event
of termination of this Agreement (unless the Fund Provider terminates this
Agreement for a material breach by UBS), and for so long as Shares that UBS
purchases under this Agreement for its customers are held by UBS's nominee in an
omnibus account, and these Shares have an average daily value of at least USD 5
million, UBS will continue to receive the Client Servicing Fee as set forth in
this Agreement.
*For any calendar year, the Client Servicing Fee shall not exceed the sum of (a)
0.25% of that year's sales of the Shares by UBS under this Agreement and (b)
0.10% of the average daily net assets of the Shares that UBS holds under this
Agreement for its customers.
That portion of the UBS Fee attributable to the relevant Service Fee for the
relevant Shares is payable by the Fund Provider in accordance with the
provisions of Section 9 of this Agreement.
For the claim of the UBS Fee on UBS' holdings with other custodians than the
Fund Provider, UBS shall provide to the Fund Provider a statement of month-end
holdings. UBS is entitled to receive the portion of the UBS Fee 30 days after
the Fund Provider receives such statement. The Fund Provider wil transfer the
payment to the account as specified hereunder.
The payment is to be made to:
UBS AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇
Clearing Number:
Account Number:
Reference: EMEA/ 3rd Part Funds Management! Ref. ACM US
S.W.I.F.T. Number:
Appendix 4:
Technical Details
Order Procedures
Issue Details
----- -------
Order Desk bank/ transfer agent: AllianceBernstein Global Investment
Services. ▇▇▇▇ ▇▇ ▇▇ ▇ ▇▇▇ ▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Order Placement By phone (X) by fax ( ) Email ( ) via NSCC ( )
Cut-off time See separate operational template
Subscription (S) In units possible Yes (X) No ( ) in amount possible
Yes (X) No ( )
Redemption (R) In units possible Yes (X) No ( ) in amount possible
Yes (X) No ( )
Fractions See separate operational template
Minimum S/R For UBS orders no minimum/maximum amount is requested
Confirmations By phone ( ) by fax ( ) Email ( ) via NSCC ( )
Confirmations bank/ transfer agent: AllianceBernstein Global Investment
Desk Services. ▇▇▇▇ ▇▇ ▇▇ ▇ ▇▇▇ ▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Settlement See separate operational template
Valuation Date Each business day excluding the official bank holidays in
U.S.A. and N.Y.
Contact Addresses
-----------------
Issue Contact Address
----- ---------------
Relationship Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Email: Eric ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Operations Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇)▇▇▇-▇▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Address:8000 IH-10 4th fl
San Antonio, TX USA 78230
Order Desk Name:
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ opt 1
Address:
Email:
Fax:
Notices
-------
Issue Contact Address
----- ---------------
UBS Name: ▇▇▇▇▇▇ Pernegger
Tel: ▇▇▇-▇▇-▇▇▇'77'61
Address: 3rd Party Provider Mgmt,
▇.▇. ▇▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
Fax: ▇▇▇-▇▇-▇▇▇'77'61
Fund Provider Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Information to be provided by the Fund Provider (Fund Research Template)
Provider Data
-------------
Parent Company Frequency
-------------- ---------
1. Date of establishment At start
2. Domicile At start
3. Core business At start
4. Financial strength of organization (e.g. credit rating) At start &
annually
5. Total assets under management At start &
annually
Management Company Frequency
------------------ ---------
1. Fund management company name & domicile At start
2. Date of establishment At start
3. Total assets under management At start &
annually
Fund Data
---------
Basic Information about the Fund Frequency
-------------------------------- ---------
1. Fund name At start & if
change
2. Fund establishment date At start
3. Financial year end At start
4. Fund domicile At start
5. Fund reference currency, denomination of units if At start
different
6. Legal structure of the fund (e.g. SICAV) At start
7. Fund auditor (name, since when) At start & if
change
8. Fund custodian: names, rating, domicile, auditor At start & if
change
9. Fund administrator: # of personnel & experience At start & if
change
10. Any available mirror fund (number, size, track record, At start & if
legal structure) change
11. Feeder fund structure (if any) At start & if
change
Investment Information Frequency
---------------------- ---------
1. Investment policy & objectives At start & if
change
2. Investment strategy and management style (value/growth, At start & if
top down/bottom up) and changes change
3. Average market capitalization of companies invested At start & if
(blue chips, mid caps, small caps) change
4. Investment process (e.g. decisions taken by committee) At start & if
change
5. Process of buy-side research (e.g. own company visits) At start & if
change
6. Maximum investment size of the fund where the fund At start & if
manager fells comfortable to run his strategy change
7. Maximum investment accepted by one investor (e.g. UBS) At start & if
change
8. Risk Control mechanism At start & if
change
9. Does the fund have constraints limiting borrowings or At start & if
leverage (on or off balance sheet)? change
10. does the fund specify clear restrictions concerning At start & if
the use of derivatives and synthetic instruments? change
11. Restrictions & Internal guidelines (e.g. on At start & if
concentrations in single positions, listing change
requirements)
12. Address and phone # of contact person(s) on for UBS's At start
fund research questions
Fund Management Team Frequency
-------------------- ---------
1. CV and track record of the fund manager At start & if
change
2. Fund manager in charge of fund since? At start
3. Other funds & products managed by the same fund manager At start & if
change
4. Size of the managing team; size of research team At start & if
change
5. Fund advisor(s); scope of mandate & authority At start & if
change
6. Direct access to responsible Fund Manager in charge of Upon request
the Fund
Sales Registration and Restrictions Frequency
----------------------------------- ---------
1. Countries where the fund is registered for sale. Are At start & if
all classes/tranches available for sale in all change
countries?
2. Pending registrations At start & if
change
3. Commitments for future registrations At start & if
change
4. Any sales restrictions on funds e.g. US At start & if
change
NAV Frequency
--- ---------
1. Where is the NAV published? At start & if
change
2. What NAV related tax data is available, e.g. German At start & if
Interim Profit and when? change
Distributions Frequency
------------- ---------
1. Availability of distribution &/or reinvesting tranches At start & if
change
2. When and where is information pertaining to At start & if
distribution of income available? change
3. Is automatic reinvestment possible and at what terms? At start & if
change
4. What is the procedure for dividend payout? At start & if
change
5. Annual distribution of income? At start & if
change
6. How often are dividends paid out per year? At start & if
change
7. What are the tax related figures provided for year end At start & if
tax reports and dividend payments? change
Appendix 5 (continued):
Ongoing Fund Data
Fund Documents Frequency
-------------- ---------
1. Basic fund documents as defined in clause 11 As published
2. Legal Documents As published
3. Annual report (calendar year, issue date) Annual
4. Semi-annual report (issue date) Semi-annually
5. Fund fact sheet available at the 6th business day of At least monthly
each month
6. Fund manager report As published
7. Information flashes As published
Track Record (at least 3 years) Frequency
------------------------------- ---------
1. Benchmark (explain changes) Monthly
2. Tracking error vs. benchmark Monthly
3. Fund track record - performance data (total & relative Monthly
to benchmark), high/low
4. Risk data (e.g. volatility) Monthly
5. Top 10 holdings & % of total assets Monthly
6. Sector, country allocation using MSCI definition Monthly
7. Fund size development: cash inflows/outflows Monthly
